EXHIBIT  10.72

THIS  WARRANT  AND  THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  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.


                            WARRANT TO PURCHASE STOCK

Company:   National  Manufacturing  Technologies, Inc., a California corporation
Number  of  Shares:     200,000
Class  of  Stock:     Common
Initial  Exercise  Price:  $1.43
Issue  Date:          July   6,  2000
Expiration  Date:     Later  of  June  18,  2001 or the Outside Date (subject to
Article  4.1)

     THIS  CERTIFIES THAT, for value received, as consideration for an extension
of  credit  to National Manufacturing Technologies, Inc. (the "Company") and for
other  good  and  valuable  consideration,  Celtic  Capital  Corporation  or its
registered  assign(s)  ("Holder"),  is  entitled,  subject  to  the  terms  and
conditions  of this Warrant, at any time or from time to time after July 6, 2000
(the  "Effective  Date"),  and before the later of (i) 5:00 p.m. Pacific Time on
June  18,  2001, or (ii) on the date (the "Outside Date") that is one year after
the  date  on which the Company's Registration Statement (as defined in the Loan
Agreement)  covering  the  securities  to  be  issued  upon the exercise of this
Warrant  is  declared  effective  by the Securities and Exchange Commission (the
"Expiration  Date"),  to  purchase from the Company the number of fully-paid and
non-assessable  shares  of the class of securities of the Company (the "Shares")
described  above  at  the  above-described initial exercise price per Share (the
"Warrant  Price").  Notwithstanding  the  foregoing,  for  the  purposes  of the
preceding  sentence  and  for the purposes of determining the Expiration Date, a
Registration  Statement shall not be deemed to be effective if such Registration
Statement does not remain effective for a period of no less than two hundred and
seventy  days  after  it  is  first  declared  effective or the Company fails to
satisfy  any  of  its  other  obligations under Section 22 of the Loan Agreement
(defined  below).  Both the number of Shares that may be purchased upon exercise
of  this  Warrant  and the Warrant Price are subject to adjustment and change as
provided  herein.  This  Warrant  is issued under that certain Loan and Security
Agreement,  dated  June 18, 1999, and last amended on August 14, 2000 (the "Loan
Agreement"),  between  the  Company  and Holder.  Capitalized terms used in this
Warrant  and  not  defined herein have the meanings given to them under the Loan
Agreement.

ARTICLE  1.   EXERCISE

     1.1     Payment.  Subject  to  compliance  with the terms and conditions of
this  Warrant  and applicable securities laws, this Warrant may be exercised, in
whole  or  in part at any time or from time to time, on or before the Expiration
Date  by  the delivery (including, without limitation, delivery by facsimile) of
the  form  of  Notice  of Exercise attached hereto as Appendix 1 (the "Notice of
Exercise"), duly executed by the Holder, at the principal office of the Company,
and  as  soon  as  practicable  after  such  date,  surrendering

(a)     this  Warrant  at  the  principal  office  of  the  Company,  and

(b)     payment,  (i)  in  cash  (by  check)  or  by  wire  transfer,  (ii)  by
cancellation  by  the  Holder  of  indebtedness of the Company to the Holder; or
(iii)  by  any  combination  of  (i) and (ii), of an amount equal to the product
obtained  by  multiplying  the  number of shares of Common Stock being purchased
upon  such exercise by the then effective Warrant Price (the "Exercise Amount").

     1.2     Net  Issue  Exercise.  In  lieu of the payment methods set forth in
Section  1.1(b)  above,  the  Holder  may  elect  to exchange all or some of the
Warrant  for  shares  of  Common  Stock  equal to the value of the amount of the
Warrant  being  exchanged on the date of exchange.  If Holder elects to exchange
this Warrant as provided in this Section 1.2, Holder shall tender to the Company
the  Warrant  for  the  amount  being  exchanged,  along  with written notice of
Holder's  election to exchange some or all of the Warrant, and the Company shall
issue  to  Holder  the  number  of shares of the Common Stock computed using the
following  formula:

          X  =  Y  (A-B)
                --------
               A
Where  X  =  the  number  of  shares  of  Common  Stock  to be issued to Holder.

Y  =  the  number  of  shares of Common Stock that Holder may purchase under the
amount  of  the  Warrant  being  exchanged  (as  adjusted  to  the  date of such
calculation).

A  =  the Fair Market Value (defined below) of one share of the Company's Common
Stock.

B  =  the  Warrant  Price  (as  adjusted  to  the  date  of  such  calculation).

     All  references  herein  to  an  "exercise" of the Warrant shall include an
exchange  under this Section 1.2.  Upon receipt of a written notice (the "Public
Offering  Notice") of the Company's intention to raise capital by selling shares
of  Common  Stock  in a secondary public offering (the "Public Offering"), which
notice  shall  be delivered to Holder at least forty-five (45) but not more than
ninety  (90)  days before the anticipated date of the filing with the Securities
and  Exchange  Commission  (the  "SEC") of the registration statement associated
with  the Public Offering, Holder shall notify the Company whether or not Holder
will  exercise  this  Warrant  under this Section 1.2 before consummation of the
Public  Offering.  Notwithstanding  whether or not an Public Offering Notice has
been delivered to Holder or any other provision of this Warrant to the contrary,
if  Holder decides to exercise this Warrant while a registration statement is on
file  with the SEC in connection with the Public Offering, this Warrant shall be
deemed  exercised on the consummation of the Public Offering and the Fair Market
Value  of a share of Common Stock will be the price at which one share of Common
Stock  was  sold to the public in the Public Offering.  If Holder has elected to
exercise  this  Warrant  under  Section 1.2 while a registration statement is on
file  with  the SEC in connection with a Public Offering and the Public Offering
is  not  consummated,  then  Holder's  exercise  of  this  Warrant  shall not be
effective  unless  Holder  confirms  in writing Holder's intention to go forward
with  the exercise of this Warrant.  Holder will not be entitled to exercise its
rights  under  this Section 1.2 if (A) the Fair Market Value of one share of the
Company's  Common  Stock  is  equal  to  or  less than (B) the Warrant Price (as
adjusted  to  the  date of such calculation), for the purpose of determining (X)
the  number  of  shares of Common Stock to be issued to the Holder (based on the
above-described  computation).

     1.3     "Easy  Sale" Exercise.  In lieu of the payment methods set forth in
Section  1.1(b)  above,  when  permitted  by  law  and  applicable  regulations
(including  Nasdaq  and  NASD  rules),  the  Holder  may pay the Exercise Amount
through  a  "same  day  sale"  commitment  from  the Holder (and if applicable a
broker-dealer that is a member of the National Association of Securities Dealers
(a  "NASD  Dealer")),  whereby  the  Holder  irrevocably elects to exercise this
Warrant  and  to  sell  at  least  that number of Shares so purchased to pay the
Exercise  Amount  (and up to all of the Shares so purchased) and the Holder (or,
if  applicable,  the NASD Dealer) commits upon sale (or, in the case of the NASD
Dealer,  upon receipt) of such Shares to forward the Exercise Amount directly to
the  Company,  with  all sale proceeds (if any) in excess of the Exercise Amount
being for the benefit of the Holder.  The total number of Shares with respect to
which  Holder may exercise the rights set forth in this Section 1.3 on any given
trading day may not exceed the greater of the following: (i) the average trading
volume  for  the  ten  (10)  trading  days  before  the date on which the Holder
exercises  its  rights  under  this  Section  1.3;  or  (ii)  40,000  Shares.

     1.4     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.

     1.5     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.

<PAGE>
     1.6     Repurchase  on  Sale,  Merger,  or  Consolidation  of  the Company.

1.6.1.   "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.

          1.6.2.   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.

          1.6.3   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.

     1.7     Fair  Market  Value.     For  the purposes of this Agreement, "Fair
Market  Value" of a share of Common Stock as of a particular date means:  (i) if
traded  on  a securities exchange or the Nasdaq National Market, the Fair Market
Value  shall  be  deemed  to  be the average of the closing prices of the Common
Stock  of the Company on such exchange or market over the five (5) business days
ending  immediately  before  the  applicable date of valuation; (ii) if actively
traded over-the-counter, the Fair Market Value shall be deemed to be the average
of  the  closing  bid  prices over the thirty (30) day period ending immediately
before  the applicable date of valuation; and (iii) if there is no active public
market,  the Fair Market Value shall be the value as determined in good faith by
the  Company's  Board  of  Directors  upon  a  review  of  relevant  factors.

ARTICLE  2.   ADJUSTMENTS  TO  THE  SHARES.  The  number of Shares issuable upon
exercise  of  this  Warrant (or any share of stock or other security or property
receivable  or issuable upon exercise of this Warrant) and the Warrant Price are
subject  to  adjustment  upon  occurrence  of  the  following  events:

     2.1     Adjustment  for Stock Splits, Stock Subdivisions or Combinations of
Shares.  The Warrant Price of this Warrant shall be decreased proportionally and
the  number  of  Shares  issuable upon exercise of this Warrant (or any share of
stock  or  other  securities at the time issuable upon exercise of this Warrant)
shall  be  increased proportionally to reflect any stock split or subdivision of
the  Company's  Common  Stock.  The  Warrant  Price  of  this  Warrant  shall be
increased proportionally and the number of Shares issuable upon exercise of this
Warrant  (or  any  share  of  stock  or other security at the time issuable upon
exercise  of  this  Warrant)  shall  be  decreased proportionally to reflect any
combination  of  the  Company's  Common  Stock.

     2.2     Adjustment  for  Dividends  or  Distributions  of  Stock  or  Other
Securities or Property.  In case the Company shall make or issue, or shall fix a
record  date  for  the  determination of eligible holders entitled to receive, a
dividend or other distribution with respect to the Common Stock (or any share of
stock  or  other  security  at  the  time issuable upon exercise of the Warrant)
payable in (a) securities of the Company or (b) assets (excluding cash dividends
paid  or  payable solely out of retained earnings), then, in each such case, the
Holder  of  this  Warrant on exercise hereof at any time after the consummation,
effective  date  or  record  date  of such dividend or other distribution, shall
receive,  in addition to the Shares (or such other stock or securities) issuable
on  such  exercise  before  such  date,  and  without  the payment of additional
consideration  therefor,  the  securities or such other assets of the Company to
which  such  Holder  would  have  been  entitled on such date if such Holder had
exercised  this Warrant on the date hereof and had thereafter, during the period
from  the  date hereof to and including the date of such exercise, retained such
shares  and/or  all  other  additional stock available by it as aforesaid during
such  period  giving  effect  to  all  adjustments called for by this Section 2.

     2.3     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.

     2.4     Adjustment  for  Capital  Reorganization,  Merger or Consolidation.
Except  as  provided  in  Section  1.6  of  this  Warrant  (in  the  case  of an
Acquisition),  in case of any capital reorganization of the capital stock of the
Company  (other than a combination, reclassification, exchange or subdivision of
shares  otherwise  provided  for  herein), or any merger or consolidation of the
Company  with  or  into another corporation, or the sale of all or substantially
all  the  assets  of  the Company then, and in each such case, as a part of such
reorganization,  merger, consolidation, sale or transfer, lawful provision shall
be  made  so  that  the  Holder  of this Warrant thereafter shall be entitled to
receive  upon  exercise  of this Warrant, during the period specified herein and
upon  payment of the Warrant Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization,  merger,  consolidation,  sale  or transfer that a holder of the
shares  deliverable  upon  exercise  of this Warrant would have been entitled to
receive  in such reorganization, consolidation, merger, sale or transfer if this
Warrant  had  been  exercised  immediately  before  such reorganization, merger,
consolidation,  sale  or transfer, all subject to further adjustment as provided
in this Article 2.  The foregoing provisions of this Section 2.4 similarly shall
apply  to  successive  reorganizations,  consolidations,  mergers,  sales  and
transfers  and  to  the stock or securities of any other corporation that are at
the  time  receivable  upon the exercise of this Warrant; provided, however, the
provisions  of  this Section 2.4 shall not apply to any transaction contemplated
by  Section  1.6 of this Warrant.  If the per-share consideration payable to the
Holder  hereof  for  shares in connection with any such transaction is in a form
other  than  cash or marketable securities, then the value of such consideration
shall  be  determined in good faith by the Company's Board of Directors.  In all
events,  appropriate  adjustment  (as  determined in good faith by the Company's
Board  of  Directors) shall be made in the application of the provisions of this
Warrant  with  respect  to  the  rights  and  interests  of the Holder after the
transaction,  to the end that the provisions of this Warrant shall be applicable
after  that  event,  as  near  as reasonably may be, in relation to any share or
other  property  deliverable  after  that  event  upon exercise of this Warrant.

     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.

     2.7     Ability  to  Adjust.  The grant of this Warrant shall not affect in
any  way  the  right  or  power  of  the  Company  to  make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or
any  part  of  its  business  or  assets.

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 Company is authorized to issue 30,000,000 shares of common
stock  to which 10,540,035 shares are currently outstanding.  There are no other
shares  of  stock  of  the Company issued and outstanding.  Each share of common
stock  entitles  the holder thereof to one vote on all matters submitted to vote
of  the  shareholders, except that the holders have cumulative voting rights for
the  election  of directors.  The holders of common stock do not have preemptive
rights  or  rights to convert their common stock into other securities.  Holders
of  common  stock  are  entitled  to  receive  ratably  such dividends as may be
declared  by the Board of Directors out of funds legally available therefor.  In
the event of a liquidation, dissolution or winding up of the Company, holders of
the common stock have the right to ratable portion of the assets remaining after
payment  of liabilities.  The Company is authorized to issue 3,173,000 shares of
preferred  stock.  There  is no issued and outstanding preferred stock.  None of
the  Company's  outstanding  shares  have  been  issued  in  violation  of  any
preemptive  right  or agreement, commitment or obligation binding on the Company
or  any  of  the  Company's  shareholders  or  any  applicable  securities laws.

          (b)     The  Board  of  Directors of the Company approved and ratified
the  issuance  of  this  Warrant  to  the  Holder  on  August  10,  2000

          (c)     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.

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

          (e)     The Company has 312,500 Warrants to purchase stock outstanding
as  August  10,  2000  which are more fully described in the attached Exhibit A.

     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 business 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 business 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.   All Shares
(and  other  securities,  if any) issuable upon the exercise of this Warrant are
securities  entitled  to  registration  rights  under the Loan Agreement and are
entitled  to,  subject  to  the  terms  and  conditions  of  that agreement, all
registration  rights  granted  thereunder.

     3.5     Reservation  of Common Stock.  The Company hereby covenants that at
all  times  there  shall  be reserved for issuance and delivery upon exercise of
this  Warrant  such  number  of  Shares  or other shares of capital stock of the
Company  as  are  from  time to time issuable upon exercise of this Warrant and,
from  time  to  time,  will  take  all  steps necessary to amend its Articles of
Incorporation to provide sufficient reserves of Shares issuable upon exercise of
this  Warrant  (and  other  securities for issuance on conversion or exchange of
such  Shares,  if  applicable).  Issuance  of this Warrant shall constitute full
authority  to  the Company's officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for shares of
Common  Stock  and  Common  Stock  upon  the  exercise  of  this  Warrant.

     3.6     Taxes.  The  Company shall pay  all  taxes  and  other governmental
charges that may be imposed in respect of the issue or delivery of securities to
be  issued  upon  exercise  of  this  Warrant.

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.  Upon  any  permitted partial transfer, the Company will issue and
deliver  to  the Holder a new Warrant or Warrants with respect to the Shares not
so transferred.  Each taker and holder of this Warrant, by taking or holding the
same,  consents  and  agrees that when this Warrant shall have been so endorsed,
the  person in possession of this Warrant may be treated by the Company, and all
other  persons  dealing  with this Warrant, as the absolute owner hereof for any
purpose  and  as  the person entitled to exercise the rights represented hereby,
any  notice  to  the  contrary  notwithstanding; provided, however, that until a
transfer  of  this  Warrant  is duly registered on the books of the Company, the
Company  may  treat  the  Holder  hereof  as  the  owner  for  all  purposes.

     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     Headings.     The  headings in this Warrant are for the purposes of
convenience  in  reference  only,  and  shall not be deemed to constitute a part
hereof.

     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.

     4.9     Severability.  If  any  term, provision, covenant or restriction of
this Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  of this Warrant shall remain in full force and effect and shall in
no  way  be  affected,  impaired  or  invalidated.

     4.10     Counterparts.  For  the  convenience of the parties, any number of
counterparts of this Warrant may be executed by the parties hereto and each such
executed  counterpart  shall  be,  and  shall  be  deemed  to  be,  an  original
instrument.

     4.11.     No Inconsistent Agreements.  The Company will not on or after the
date  of  this  Warrant enter into any agreement with respect to its securities,
which  is inconsistent with the rights granted to the Holders of this Warrant or
otherwise  conflicts  with  the  provisions  hereof.  The  rights granted to the
Holders  hereunder do not in any way conflict with and are not inconsistent with
the  rights  granted  to  holders  of  the  Company's securities under any other
agreement,  except  any  right  that  has  been  waived.

     4.12.     Saturdays, Sundays and Holidays.     If the Expiration Date falls
on  a  Saturday,  Sunday or legal holiday, the Expiration Date shall be extended
automatically  until  5:00  p.m.  the  next  business  day.

                         National  Manufacturing  Technologies,  Inc.
                         "COMPANY"

                         By  /s/  Patrick  W.  Moore
                            ------------------------

                         Name  Patrick  W.  Moore
                               ------------------

                         Title:  Chief  Executive  Officer


                         By  /s  Jennifer  D.  Brown
                             -----------------------

                         Name  Jennifer  D.  Brown
                               -------------------

                         Title:  Secretary


                                   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.

     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
                     --------------------------------------


                              _____________, ______


Celtic  Capital  Corporation

2951  28th  Street
Suite  2030
Santa  Monica,  CA  90405



Dear  _____________________:

     This  is  to advise you that the Warrant issued to you described below will
expire  on  the  later  of  June 18, 2001 or the Outside Date (as defined in the
Warrant).


     Issuer:  National  Manufacturing  Technologies,  Inc

     Issue  Date:               July  6,  2000
                                --------------

     Class  of  Security  Issuable:     Common

     Exercise  Price  Per  Share:     $1.43
                                      -----

     Number  of  Shares  Issuable:     200,000
                                       -------

     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  _____________________________



<PAGE>
                                    EXHIBIT A


                    SHARES     EXERCISE PRICE     EXPIRATION
                    ------     --------------     ----------
                    75,000     $    0.44           12/03
                    87,500     $    0.75            4/02
                    50,000     $    0.04            1/05
                    100,000    $    1.4375          7/02