Exhibit 10.76

                               WARRANT CERTIFICATE
                               -------------------

THE  SECURITIES  REPRESENTED  HEREBY  HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES
ONLY  AND  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "ACT").  SUCH SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY
NOT  BE  SOLD  OR TRANSFERRED WITHOUT THE EXPRESS WRITTEN CONSENT OF THE COMPANY
AND  UNLESS  A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH SALE
OR  TRANSFER,  OR  IN  THE  OPINION  OF  COUNSEL ACCEPTABLE TO THE COMPANY, SUCH
REGISTRATION  IS  UNNECESSARY,  OR AN EXCEPTION THEREFROM IS AVAILABLE UNDER THE
ACT.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                   ------------------------------------------

Company:   National  Manufacturing  Technologies, Inc., a California corporation
Symbol:               NMFG
Number  of  Shares:          300,000
Class  of  Stock:          Common
Initial  Exercise  Price:          $0.50
Issue  Date:               February  9,  2001
Expiration  Date:          February  8,  2003  (subject  to  Article  4.1)

     THIS  WARRANT CERTIFIES THAT, in consideration of an extension of credit to
Corporation  and  for other good and valuable consideration, Newtonhill Limited,
or  its nominee, ("Holder") is entitled to purchase the number of fully paid and
non-assessable  shares  of  the  class  of securities (the "Shares") of National
Manufacturing  Technologies,  Inc. (the "Company") at the initial exercise price
per  Share (the "Warrant Price") all as set forth above and as adjusted pursuant
to  Article  2 of this Warrant, subject to the provisions and upon the terms and
conditions  set  forth  of  this  Warrant.

ARTICLE  1.   EXERCISE

     1.1     Method  of  Exercise.   Holder  may  exercise  this  Warrant  by
delivering  this Warrant and a duly executed Notice of Exercise in substantially
the  form  attached as Appendix 1 to the principal office of the Company. Unless
Holder is exercising the conversion right set forth in Section 1.2, Holder shall
also  deliver  to  the  Company  payment for the aggregate Warrant Price for the
Shares  being  purchased.

     1.2     Delivery  of  Certificate  and New Warrant.   Promptly after Holder
exercises  or  converts  this  Warrant,  the  Company  shall  deliver  to Holder
certificates  for  the  Shares  acquired and, if this Warrant has not been fully
exercised  or  converted  and  has  not  expired, a new Warrant representing the
Shares  not  so  required.

     1.3     Replacement  of  Warrants.   On  receipt  of  evidence  reasonably
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Warrant  and, in the case of loss, theft or destruction, on delivery of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
or,  in  the  case of mutilation, or surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new  warrant  of  like  tenor.

     1.4     Repurchase  on  Sale,  Merger,  or  Consolidation  of  the Company.

          1.4.1.   "Acquisition". For the purpose of this Warrant, "Acquisition"
means any sale, license, or other disposition of all or substantially all of the
assets  (including intellectual property) of the company, or any reorganization,
consolidation,  or  merger  of  the  Company  where the holders of the Company's
securities  before  the  transaction  beneficially  own  less  than  50%  of the
outstanding  voting  securities  of  the surviving entity after the transaction.

          1.4.2.   Assumption  of  Warrant.   If  upon  the  closing  of  any
acquisition  the  successor entity assumes the obligations of this Warrant, then
this Warrant shall be exercisable for the same securities, cash, and property as
would  be  payable  for  the  Shares  issuable  upon exercise of the unexercised
portion  of  this  Warrant as if such Shares were outstanding on the record date
for the Acquisition and subsequent  closing. The Warrant Price shall be adjusted
accordingly.  The  Company  shall  use reasonable efforts to cause the surviving
corporation  to  assume  the  obligations  of  this  Warrant.

          1.4.3   Non-assumption.   If  upon  the closing of any Acquisition the
successor  entity  does not assume the obligations of his Warrant and Holder has
not  otherwise  exercised  this Warrant in full, then the unexercised portion of
this  Warrant  shall  be deemed to have been automatically converted pursuant to
Section  1.2  and  thereafter Holder shall participate in the acquisition on the
same  terms  as  other  holders  of the same class of securities of the Company.

ARTICLE  2.   ADJUSTMENTS  TO  THE  SHARES.

     2.1     Stock  Dividends,  Splits, Etc.   If the Company declares or pays a
dividend  on  its  common  stock  payable  in common stock, or other securities,
subdivides  the  outstanding common stock into a greater amount of common stock,
then  upon  exercise  of  this  Warrant,  for  each Share acquired, Holder shall
receive,  without  cost  to  Holder,  the total number and kind of securities to
which  Holder  would have been entitled had Holder owned the Shares of record as
of  the  date  the  dividend  or  subdivision  occurred.

     2.2     Reclassification,  Exchange  or  Substitution.   Upon  any
reclassification,  exchange,  substitution,  or  other  event  that results in a
change  of  the  number and/or class of the securities issuable upon exercise or
conversion of this Warrant, the number  and kind of securities and property that
Holder  would  have  received  for the Shares if this Warrant had been exercised
immediately  before  such  reclassification,  exchange,  substitution,  or other
event. The Company or its successor shall promptly issue to Holder a new Warrant
for  such  new  securities  or other property. The new Warrant shall provide for
adjustments  which  shall  be  as nearly equivalent as may be practicable to the
adjustments  provided  for  in  this  Article  2  including, without limitation,
adjustments  to  the  Warrant  Price and to the number of securities or property
issuable  upon  exercise  of the new Warrant. The provisions of this Section 2.2
shall similarly apply to successive reclassifications, exchanges, substitutions,
or  other  events.

     2.3     Adjustments  for Combinations, Etc.   If the outstanding Shares are
combined or consolidated, by reclassification or otherwise, into a lesser number
of  shares,  the  Warrant  Price  shall  be  proportionately  increased.

     2.4     Adjustments  for  Diluting  Issuances.   The  Warrant Price and the
number  of  Shares  issuable  upon  exercise of this Warrant shall be subject to
adjustment,  from  time  to  time,  in  the  manner  set  forth on Exhibit A, if
attached,  in  the  event  of  Diluting  Issuances  (as  defined  on Exhibit A).

     2.5     No  Impairment.   The  Company  shall  not,  by  amendment  of  its
Articles  of  Incorporation  or  through  a  reorganization, transfer of assets,
consolidation,  merger,  dissolution,  issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms  to  be  observed or performed under this Warrant by the Company, but
shall  at  all  times in good faith assist in carrying out all the provisions of
this  Article 2 and in taking all such action as may be necessary or appropriate
to  protect Holder's right under this Article against impairment. If the Company
takes  any  action  affecting  the  Shares  other  than  as described above that
adversely affects Holder's rights under this warrant, the Warrant Price shall be
adjusted  downward  and  the  number  of  Shares  issuable upon exercise of this
Warrant  shall  be  adjusted  upward in such a manner that the aggregate Warrant
Price  of  this  Warrant  is  unchanged.

     2.6     Certificate  as  to  Adjustments.   Upon  each  adjustment  of  the
Warrant  Price,  the  Company  at  its  expense  shall  promptly  compute  such
adjustment,  and  furnish  Holder  with  a  certificate  of its Chief Accounting
Officer  setting  forth such adjustment and the facts upon which such adjustment
is  based. The Company shall, upon written request, furnish Holder a certificate
setting  forth  the Warrant Price in effect upon the date thereof and the series
of  adjustments  leading  to  such  Warrant  Price.

ARTICLE  3.   REPRESENTATIONS  AND  COVENANTS  OF  THE  COMPANY.

     3.1     Representations and Warranties.   The Company hereby represents and
warrants  to  the  Holder  as  follows:

          (a)     The initial Warrant Price referenced on the first page of this
Warrant  is  not  greater  than (i) the price per share at which the Shares were
last  issued  in  an  arms-length  transaction  in which at least $50,000 of the
Shares  were sold and (ii) the fair market value of the Shares as of the date of
this  Warrant.

          (b)     All  Shares  which  may  be  issued  upon  the exercise of the
purchase right represented by this Warrant, and all securities, if any, issuable
upon conversion of the Shares, shall, upon issuance, be duly authorized, validly
issued,  fully  paid  and non-assessable, and free of any liens and encumbrances
except  for  restrictions  on  transfer  provided for herein or under applicable
federal  and  state  securities  laws.

     3.2     Notice of Certain Events.   If the Company proposes at any time (a)
to  declare any dividend or distribution upon its common stock, whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b)  to offer for subscription pro rata to the holders of any class or series of
its stock any additional shares of stock of any class or series or other rights;
(c)  to  effect any reclassification or recapitalization of common stock; (d) to
merge  or  consolidate  with  or  into  any  other  corporation, or sell, lease,
license,  or  convey  all  or  substantially all of its assets, or to liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to  participate  in  an underwritten public offering of the company's securities
for  cash,  then,  in  connection  with  each such event, the Company shall give
Holder  (a)  at least 20 days prior written notice of the date on which a record
will  be  taken  for  such  dividend,  distribution, or subscription rights (and
specifying  the  date  on  which  the  holders  of common stock will be entitled
thereto)  or  for  determining rights to vote, if any, in respect of the matters
referred  to in (c) and (d) above; (2) in the case of the matters referred to in
(c)  and  (d)  above  at least 20 days prior written notice of the date when the
same  will  take  place  (and specifying the date on which the holders of common
stock  will  be  entitled to exchange their common stock for securities or other
property  deliverable upon the occurrence of such event); and (3) in the case of
the  matter referred to in (e) above, the same notice as is given to the holders
of  such  registration  rights.

     3.3     Information  Rights.   So  long  as  the  Holder holds this Warrant
and/or  any  of  the  Shares, the Company shall deliver to the Holder (a) within
ninety  (90)  days  after the end of each fiscal year of the Company, the annual
audited  financial  statements  of  the  Company certified by independent public
accountants of recognized standing and (c) within forty-five (45) days after the
end  of  each  of  the  first three quarters of each fiscal year, the Company 's
quarterly,  unaudited  financial  statements.

     3.4     Registration  Under  Securities  Act  of  1933,  as  amended.   The
Company  agrees  that the Shares shall be subject to the registration rights set
forth  on  Exhibit  A  attached.

ARTICLE  4.   MISCELLANEOUS.

     4.1     Term.   This  Warrant  is  exercisable, in whole or in part, at any
time  and  from  time  to time on or before the Expiration Date set forth above.

     4.2     Legends.   This  Warrant  and  the Shares shall be imprinted with a
legend  in  substantially  the  following  form:

THIS  SECURITY  HAS  NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMEMDED,  AND  MAY  NOT  BE  SOLD,  PLEDGED  OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION  THEREOF  UNDER  SUCH  ACT OR PURSUANT TO RULE 144 OR AN
OPINION  OF  COUNSEL  REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL
THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.

     4.3     Compliance  with  Securities  Laws on  Transfer.   This Warrant and
the  Shares  issuable  upon  exercisable this Warrant may not be  transferred or
assigned  in  whole  or  in  part without compliance with applicable federal and
state  securities  laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal opinions
reasonably satisfactory to the Company). The Company shall not require Holder to
provide an opinion of counsel if the transfer is to an affiliate of Holder or if
there  is  no material question as to the availability of current information as
referenced  in  Rule  144(c),  Holder  represents that it has complied with Rule
144(d)  and  (e) in reasonable detail, the selling broker represents that it has
complied  with  Rule 144(f), and the Company is provided with a copy of Holder's
notice  of  proposed  sale.

     4.4     Transfer  Procedure.    Subject  to  the provisions of Section 4.2,
Holder  may  transfer  all  or  part of this Warrant or the Shares issuable upon
exercise  of  this  Warrant  by  giving the Company notice of the portion of the
Warrant  being  transferred  setting  forth  the  name,  address  and  taxpayer
identification  number  of  the  transferee and surrendering this Warrant to the
Company  for reissuance to the transferee(s) (and Holder, if applicable). Unless
the  Company  is  filing  financial  information  with  the  SEC pursuant to the
Securities  Exchange  Act of 1934, the Company shall have the right to refuse to
transfer  any  portion  of this Warrant to any person who directly competes with
the  Company.

     4.5     Notices.   All notices and other communications from the Company to
the  Holder,  or  vice versa, shall be deemed delivered and effective when given
personally  or  mailed  by  first-class  registered  or  certified mail, postage
prepaid,  at  such  address  as  may  have  been furnished to the Company or the
Holder,  as  the case may be, in writing by the Company or such Holder from time
to  time.

     4.6     Waiver.   This  Warrant and any term hereof may be changed, waived,
discharged  or  terminated  only by an instrument in writing signed by the party
against  which  enforcement  of such change, waiver, discharge or termination is
sought.

     4.7     Attorney's  Fees.   In the event of any dispute between the parties
concerning  the  terms  and  provisions of this Warrant, the party prevailing in
such  dispute  shall  be  entitled  to  collect  from  the other party all costs
incurred  in  such  dispute,  including  reasonable  attorney's  fees.

     4.8     Governing Law.   This Warrant shall be governed by and construed in
accordance  with  the  laws of the State of California, without giving effect to
its  principles  regarding  conflicts  of  law.


                         National  Manufacturing  Technologies,  Inc.
                         "COMPANY"

                         By    /S/ Patrick W. Moore
                              ----------------------------------
                              Patrick  W.  Moore
                              Title:  Chief  Executive  Officer




                         By  /S/ Jennifer D. Brown
                             ----------------------------------
                              Jennifer  D.  Brown
                              Title:  Secretary







<PAGE>
                                   APPENDIX 1

                               NOTICE OF EXERCISE
                               ------------------


     1.     The  undersigned hereby elects to purchase __________________ shares
of  the  Common  Stock of National Manufacturing Technologies, Inc, pursuant  to
the  terms of the attached Warrant, and tenders herewith payment of the purchase
price  of  such  shares  in  full.

     1.     The  undersigned  hereby elects to convert the attached Warrant into
Shares/cash [strike one] in the manner specified in the Warrant. This conversion
is  exercised  with  respect  to  ________________of  the  Shares covered by the
Warrant.

     [Strike  paragraph  that  does  not  apply.]

     2.     Please  issue a certificate or certificates representing said shares
in  the  name  of  the  undersigned or in such other name as is specified below:


          __________________________________________
          (Name)


          __________________________________________

          __________________________________________
          (Address)

     3.     The undersigned represents it is acquiring the shares solely for its
own  account and not as a nominee for any other party and not with a view toward
the  resale  or  distribution  thereof  except  in  compliance  with  applicable
securities  laws.


                         ____________________________________

                         By  __________________________________
                         (Signature)


_________________
(Date)





                                   APPENDIX 2

                     NOTICE THAT WARRANT IS ABOUT TO EXPIRE
                     --------------------------------------


                              _____________, ______


(Name  of  Holder)

(Address  of  Holder)



Dear  _____________________:

     This  is  to advise you that the Warrant issued to you described below will
expire  on  ______________________,  _____.


     Issuer:  National  Manufacturing  Technologies,  Inc

     Issue  Date:               _____________________

     Class  of  Security  Issuable:     Common

     Exercise  Price  Per  Share:     _____________________

     Number  of  Shares  Issuable:     _____________________

     Procedure  for  Exercise:

     Please contact [name of contact person at (phone number) with any questions
you  may  have  concerning  exercise of the Warrant. This is your only notice of
pending  expiration.

                         National  Manufacturing  Technologies,  Inc

                         By  _____________________________

                         Its  _____________________________





                                    EXHIBIT A
                                    ---------


                               Registration Rights
                               -------------------


     The  Shares  shall be deemed "registrable securities" or otherwise entitled
to  "piggy  back"  registration  rights  in  accordance  with  the  terms of any
agreement  between  the  Company  and  any  of  its  investors (the "Agreement")

     The  Company  agrees that no amendments will be made to the Agreement which
would  have  an  adverse  impact on Holder's registration thereunder without the
consent  of  Holder.

     If  no Agreement exists, then the Company and the Holder shall enter into a
form  of Registration Rights Agreement which shall be no less favorable than any
such  agreement  subsequently entered into between the Company and any investors
and  in  no  event  providing  less  than  piggy  back  registration  rights.