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                              EMPLOYMENT AGREEMENT


     This  Employment Agreement ("Agreement") is made and entered into effective
as  of  the  23  rd  day  of  September,  1999 ("Effective Date") by and between
National  Manufacturing  Technologies,  Inc.  (formerly  Photomatrix,  Inc.),  a
California  corporation  ("Company"),  and  Patrick  W.  Moore  ("Employee").

     WHEREAS,  the Company desires to employ Employee and Employee desires to be
employed  by  the  Company  upon  all the terms and conditions contained in this
Agreement.

     NOW  THEREFORE,  in consideration of the mutual agreement herein contained,
the  parties  hereto  hereby  agree  as  follows:

1.   Employment:   Subject  to  the terms and conditions of this Agreement,
the Company hereby employs Employee as President and Chief Executive Officer and
in  such  capacity Employee shall serve as the Company's chief executive officer
with  full  authority  and  responsibility  for  the  general  supervision  and
management  of  the  Company and its subsidiaries' business.  Employee will have
the  responsibilities and duties commensurate with the position of President and
Chief  Executive  Officer  of  a  public  company on an on-going basis. Employee
hereby  accepts  such  employment  and  agrees to perform the services specified
herein,  all  upon the terms and conditions herein contained. Employee agrees to
perform  in  good faith and to the best of his ability all services which may be
required  of  him  hereunder,  and  to  be  available  to render services at all
reasonable  times  and  places  in  accordance  with such reasonable directions,
requests,  rules  and  regulations  made  by  the Company in connection with his
employment.  Employee  will  be  reporting directly to the Board of Directors of
the  Company.

1.1   Title:   Employee  title  will be President and Chief Executive Officer.

2.     Term:

2.1   Initial  Term:   The  term  of  this  Agreement  and Employee's employment
hereunder  shall commence on Effective date and, subject to earlier  termination
as  provided  in  Section 11 hereof, continue for the period of   Effective date
through  September  30,  2002  ("Employment  Period").

2.2  Extension  of  term:   The term of this Agreement shall automatically
be extended, unless  not  less  than  six (6) months prior to the expiration
date, the  Company  shall  have delivered  written notice to Employee that the
term  of this Agreement shall terminate on the expiration date; or     Employee,
not  less  than  thirty  (30)  days  prior  to  the expiration date,   elects to
terminate  this  Agreement  by  delivering  written  notice  of such   desire to
terminate  to the Company. The extension period hereunder shall   be referred to
herein  as  an  "Extension Period". Said Extension Period   shall continue until
the  Company  delivers  written notice to Employee   that employment during this
Extension  Period  shall  terminate not less   than six (6) months prior to said
termination  date;  or Employee provides   the Company not less than thirty (30)
days written notice of termination   of employment during said Extension Period.

3.     Compensation:

3.1     Salary:   Subject  to  the  other terms of this Agreement, Company shall
pay  and Employee shall be entitled to receive from the Company an annual salary
("Base  Salary")of  not  less  than  $175,000  for services rendered, paid in bi
weekly  installments. The payment periods are referred to herein as the "Payment
Periods".  The  salary  due  under this Section 3.1 during any Payment Period is
referred  to  herein  as  the  "Installment  Amount".

3.2     Annual  Salary  Increase:   On each anniversary of the effective date of
this  Agreement,  the Employee shall receive an increase of no less than six (6)
percent  of  his  annual  base  salary.

3.3     Bonus:   Employee  shall  be entitled to the following bonus, payable in
cash  within  ten  (10)  days  after  the  end  of  the  quarter:

Target  Bonus:   A  target  bonus  equal to between zero and two hundred percent
(0-200%)  of  Employee's  then  existing  base  salary  will  be  considered and
determined  by the Board of Directors and its Compensation Committee. That bonus
will  be considered semi-annually (i.e., each 6 months) based upon the Company's
achievement  of  the  performance  criteria  set forth in the business plan, and
other  performance  criteria  established  by  the  Board  of  Directors and its
Compensation  Committee.

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3.4   Equity:   Employee  will  be  granted a stock option to purchase shares of
the Company's common stock (the "Option"). On the date of this Agreement, and on
each  anniversary  of  such  date for the remainder of the initial and extension
terms,  the Company shall grant to Employee an option to acquire such number  of
shares  of  common stock of Photomatrix equal to the quotient of $30,000 divided
by  100%  the  fair  market  value  of  the  stock on the date of the grant. The
exercise price per share shall be the fair market value of the stock on the date
of  the  grant. The option shall be exercisable as of the date of the grant. The
option  shall  have  other  terms  and conditions the same as those contained in
agreements  entered into pursuant to the Company's 1998 Stock Option Plan ("1998
Plan")  and  as  are  not  inconsistent  with  the  foregoing  provisions.

3.5  Automobile:   An  automobile  allowance  of  $750  per  month  shall be
provided  to  the  Employee.  Expenses related to the use of such   automobile ,
whether  or  not  in  the  course  of  Company  business,  shall  be   the  sole
responsibility  of  the  Employee;  provided,  however,  a  car phone   shall be
provided  to  the  Employee  and he shall be reimbursed upon   substantiation in
accordance with the Company's policy for variable   costs incurred in connection
with  the  use  of  the  car  phone  on  Company   business.

3.6       Reimbursement  of  Expenses:   During  the  Term  of  the  Employment
Period and the Extension Period, if any, Employee shall be authorized to   incur
reasonable  and  necessary  expenses according to the Company's   policy for the
purpose  of  promoting  the  business  of  the  Company,   including,  without
limitation,  expenses  for  entertainment,  travel and   similar items, provided
such  expenses  are  reasonable and have a business   purpose. The company shall
reimburse  Employee  for  such expenses upon   the presentment by Employee of an
itemized  accounting  of  such   expenses, including receipts where  required by
federal  tax  regulations.   Such  accounting shall be promptly forwarded to the
company.

4.     Additional  Benefits:   Throughout  the  term of the Initial Term and any
Extension Term, if any, Employee shall be entitled to receive executive benefits
that  are  provided  to  executive  officers of the Company (i) such benefits or
rights  as  may  be  provided  under  any Employee  benefit plan approved by the
Company  from  time  to  time, and ( ii ) such other benefits and perquisites of
employment  as  a generally made available to other members of management of the
Company,  including,  without  limitations,  at  no  cost  to  the  Employee,
participation  in  life,  medical,  disability,  retirement and dental insurance
plans,  and  participation  in  equity incentive and stock plans of the Company.

5.     Vacation, Sick Leave and Holidays:   Employee shall have the right during
each  year  of  the  Initial  and Extension Terms, of this Agreement  to take an
aggregate  of twenty one (21) business days of vacation with pay at such time as
may  be  mutually agreed upon by the Company and Employee. In addition, Employee
shall  be  entitled  to paid time off for personal illness and for observance of
holidays in accordance with the Company's policy as may exist from time to time.

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6.     Devotion  of  Time:   During  the  term  of the Employment Period and any
Extension Period, if any, Employee shall devote full time attention and energies
to  the  Company  in order that he may satisfactorily and completely perform his
duties  hereunder.  Except  as  may  be  specifically  permitted by the Company,
Employee  shall not engage in any other business activity while in the employ of
the  Company that would compete or interfere with his obligations to the Company
herein;  provided,  however,  Employee  may  serve  on the Board of Directors of
other  companies  without the Company's written consent. The foregoing shall not
be  construed  as  preventing  Employee from making passive investments in other
businesses  and  enterprises;  provided, however, that such investments will not
require  services  on  the  part  of  Employee which would in any way impair the
performances of his duties under this Agreement and, provided further, that such
other businesses or enterprises are not engaged in any business competitive with
the  business  of  the company as of the time at which such investments made, or
shall  the foregoing be construed as requiring the divestiture of any investment
made  by  Employee prior to the date hereof. The foregoing shall in no way limit
the  application  of  corporate  policy  generally  applicable  to  employees in
comparable  positions.

7.     Directors  and  Officer  Liability  Insurance:   The Company and Employee
understand  and  agree  that  it  is  the  mutual intent of the parties that the
Company agrees to use its best effort to obtain directors and officers liability
insurance  in  a  form  acceptable  to  Employee.

7.1     Indemnification:   (a)  If,  after  the  date  of  the  commencement  of
Employee's  employment  hereunder, the Employee is made a party or is threatened
to  be  made a party to any action, suit or proceeding, whether civil, criminal,
administrative  or investigative (a "Proceeding"), by reason of the fact that he
is  or  was  a  director  or  officer of the Company or is or was serving at the
request  of  the  Company  as  a director, officer, member, employee or agent of
another  corporation  or  partnership, joint venture, trust or other enterprise,
including  service  with  respect  to employee benefit plans, whether or not the
basis  of  such  Proceeding  is  an alleged act or failure to act in an official
capacity  as  a  director,  officer,  member,  employee  or  agent,  he shall be
indemnified and held harmless by the company to the fullest extent authorized by
California  law,  as  the  same  exists or may hereafter be amended, against all
expense,  liability  and  loss  (including, without limitation, attorneys' fees,
judgements,  fines  and  amounts  paid  or  to be paid in settlement) reasonably
incurred or suffered by the Employee in connection therewith, including, without
limitation,  payment of expenses incurred in defending a Proceeding prior to the
final  disposition  of  such Proceeding (subject to receipt of an undertaking by
the  employee to repay such amount if it shall ultimately be determined that the
Employee is not entitled to be indemnified by the Company under California law),
and such indemnification shall continue as to the Employee even if he has ceased
to  be  a  director,  officer, member, employee or agent of the Company or other
enterprise  and  shall  inure  to  the  benefit  of  his  heirs,  executors  and
administrators.

(b)     The  right  of  indemnification and the payment  of expenses incurred in
defending  a  Proceeding  in  advance of its final disposition conferred in this
Section 7.1 shall not be exclusive of any other right that the Employee may have
or  hereafter  may  acquire  under  any statute, provision of the Certificate of
Incorporation  or  Bylaws  of  the  Company,  agreement, vote of shareholders or
disinterested  directors  or  otherwise.

8.     Disclosure  to Company Inventions as Sole Property of Company:   Employee
agrees  promptly  to  disclose  to  Company  all inventions, ideas, discoveries,
improvements,  trade  secrets,  formulae,  techniques,  processes, developments,
know-how,  writings,  computer  programs,  and  other  intellectual  property
(hereinafter  collectively  referred  to  as  the  "Inventions"), whether or not
patentable  or  copyrightable and whether or not reduced to practice, conceived,
made  or  learned by Employee during the period of his employment, whether alone
or jointly with others, which relate to or result form the actual or anticipated
business,  work,  research,  or investigations of Company or which result to any
extent  from  use  of  Company's  premises,  resources,  property or facilities.

Employee  acknowledges  and  agrees  that  all inventions (including all patents
rights  of  copyright  therein)  shall  be  the sole property of Company or such
other  person  or  entity  as  may be designated by Company, and Employee hereby
assigns  and agrees to take all reasonable steps to assign to Company Employee's
entire  right  and  interest in and to all the Inventions provided that any such
assignment  or  agreement to assign complies with the provisions of Section 2870
of  the  California  Labor  Code.

Further,  Company  or  its  designee shall be the sole owner of all domestic and
foreign  rights  pertaining to the Inventions. Employee agrees to assist Company
in  every reasonable way (at Company's expense) to obtain , register and enforce
patents  and  copyrights  on  the  Inventions  in  any and all countries, and to
execute  all  documents  and  do  all  other  things  reasonably  necessary  and
appropriate  to  vest  more  fully  in Company all right, title,  and interest ,
including  copyrights  and  patent  rights, in and to the Inventions. Employee's
obligation  to assist Company shall compensate Employee at reasonable rate after
such termination for the time actually sent by Employee at Company's request for
such  assistance.

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9.     Key Man Life Insurance:   Employee agrees that key man life insurance may
be  required  by  the  Company  and  the Employee will cooperate with Company in
obtaining  said  insurance.

10.     Restrictive  Covenants:

10.1     Non-Competition:   During  the  term  of  the Employment Period and any
Extension  Period,  if any, Employee shall not, directly or indirectly, carry on
or  be  engaged or otherwise take part in or render service to any person (other
than  the  Company,  its  officers,  directors,  shareholders,  employees,  and
affiliates  or  any  subsidiary  of the Company or such persons) who or which is
engaged  in  any  business of a type now or hereafter (but during the Employment
Period,  and  any  Extension  Period),  in competition with the Company. Without
limiting  the  generality  of  the  foregoing  provisions  of this Section 10.1,
Employee  shall  be  deemed  to  be engaged in a particular business if he is an
owner,  proprietor,  partner,  stockholder,  officer,  employee,  independent
contractor , director or joint venture of, or a consultant to, any person who or
which  is directly or indirectly engaged in such a business. The restrictions of
this  Section  10.0 prohibit ownership in a competitive business shall not apply
to  (i)  any  ownership or interest held by Employee at the time of execution of
this  Agreement,  (ii)  any  ownership, directly or indirectly, of not more than
five  percent  (5%) of any class of equity securities of a corporation, provided
such class of equity security is registered under the securities Exchange Act of
1934, or (iii) any investment in real property (whether made directly or through
the  vehicle  of  partnership,  corporation,  investment trust or other entity),
provided  that no entity in competition with the Company may be a lessee of some
or all of such real property. For the purpose of this Section 10.1, the Business
of  the  Company  shall  include  only  any  business  involved  in the contract
manufacturing  business.

10.2     Delivery  of  Records:   Upon  demand and/or  termination of Employee's
employment  with the Company, whichever occurs first, Employee shall deliver  to
the  Company  all papers, documents, writing, books, records, lists of customers
and investors, brochures and other property belonging to the Company or produced
by  him  or coming to his possession by or through his employment or relating to
the  confidential  knowledge,  information  or  facts  described in Section 10.3
hereof  and Employee agrees that all such materials will at all times remain the
property  of  the Company. The provisions of this Section 10.2 shall survive the
termination  of  this  Agreement.

10.3     Confidentiality:   Except  in  the  course  of  the Company's business,
Employee  shall not at any time during or after his employment with the Company,
reveal,  divulge  or  make  known  to  any  person,  firm or corporation outside
Company,  any  confidential  knowledge  or information or any confidential facts
concerning  any  customers,  methods,  developments,  schedules, lists, plans or
other  confidential  information,  knowledge  or  facts  of  or  relating to the
business  of  the  Company  and  will  retain  all  confidential  knowledge  and
information  which  he  has  acquired  or  which  he  will  acquire  during  his
employment  therewith  relating  to  such  customers,  method,  developments,
schedules,  lists  or plans and the business of the Company for the sole benefit
of  the  Company,  its  successors  and  assigns,  provided,  however, that this
restriction  shall  not  apply  to any knowledge, information or fact held by or
known to Employee which is generally available from sources other than Employee.

10.4     Specific  Performance:   Employee acknowledges that a remedy at law for
any breach or attempted breach of Section 10.2 and 10.3 of this Agreement may be
inadequate and agrees that Company shall be entitled to specific performance and
injunctive  and  other  equitable relief in case of any such breach or attempted
breach, and further agrees to waive any requirement  for the securing or posting
of  any  bond  in  connection  with the obtaining of any such injunctive  or any
other  equitable  relief.  Nothing  herein shall be construed as prohibiting the
Company  from  pursuing  any  other  remedies  available to the Company for such
breach or threatened breach, including recovery of damages from Employee. In the
event  the Company brings action to enforce its rights hereunder, Employee shall
pay  all  the  Company's  court costs and legal fees and expenses arising out of
such  action,  and the Company shall pay all of Employee's court costs and legal
fees  and  expenses  arising  out  of  such  action if Employee prevails in such
action.

10.5     Reasonableness:   In  the  event  any court shall finally hold that the
time  of  territory  or  any  other  provision of this Section 10 constitutes an
unreasonable  restriction  against  Employee, the provisions hereof shall not be
rendered void but shall apply as to such time, territory and other provisions to
such  extent  as  such  court may judicially determine or indicate constitutes a
reasonable  restriction  under  the  circumstances  involved.


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11.     Termination.:

11.1     Termination  by  the  company  or  Employee:   This  Agreement  may  be
terminated  by  the  Company  for  any  reason at any time during the Initial or
Extension  Term  ,  if any, upon six  (6) months written notice to the Employee,
provided,  however, that unless Employee is terminated "for cause", as set forth
below,  or  Employee  voluntarily terminates this Agreement other than for "good
cause",  and except as provided in Sections 11.2 and 11.3 hereof, Employee shall
be entitled to be paid the remaining amounts due under this Employment Agreement
during its Initial Term, or for six (6) months his aggregate salary whichever is
greater,  within  five (5) business days of Employee's termination. For purposes
of  determining  Employee's  aggregate salary, Employee shall receive payment of
his  Base Salary at the highest annual salary level plus any accrued, but unpaid
bonus  amounts  already  earned  as  of  the  termination date. The Employee may
terminate  this  Agreement  for any  reason whatsoever for other than good cause
upon  thirty  (30)  days   written  notice  to  the  Company.

Severance:   In  addition  to  any  amounts  otherwise due to Employee, Employee
shall  receive  sixteen  (16)  weeks  severance  pay  upon  termination  of  his
employment  by  the  Company  for  any  reason.

In  the  event,  however,  that  Employee is terminated "for cause", he shall be
entitled  to  no  further  compensation  beyond the notice period other than the
above  stated  severance  pay  (i.e.,  16  weeks).

(a)     For  the  purposes of this Agreement, "for cause" shall mean the willful
and  continued failure by Employee to substantially perform his duties hereunder
(other than such failure resulting from Employee's incapacity due to physical or
mental  illness) after written demand for substantial performance is approved by
the  Board  of  Directors  and  delivered  by  the  Company  that  specifically
identifies  the  manner  in  which  the  Company  believes  Employee  has  not
substantially  performed  his duties; or, the conviction of Employee of a felony
involving moral turpitude. For purposes of this Agreement, no act, or failure to
act, on Employee's part shall be considered "willful" unless done, or omitted to
be  done, by Employee not in good  faith and without reasonable belief that such
action  or  omission  was  in  the best interest of the Company. Notwithstanding
anything  to the contrary in the foregoing, no termination or other action shall
be considered to be for the cause under this Agreement unless (x) Employee first
shall  have  received notice setting for the reasons for the Company's intention
to  terminate  or  take other action  and (y) within (20) days after delivery of
such  notice, Employee has not remedied the circumstances constituting the basis
for the proposed "for cause" termination, provided, however, if more than twenty
(20)  days  are  reasonably needed  to remedy such circumstances, Employee shall
have the number of additional days as, are reasonable  to effectuate such remedy
but  in  no  case greater than thirty (30) additional days and (z) within thirty
(30)  days  after the expiration of the period during which Executive may remedy
shall  such  circumstances  employee  shall have been provided an opportunity to
appear,  accompanied  by  counsel,  and be heard before the Board, and the Board
shall  have  duly  adopted by an authorized action of the Board, and provided to
Employee,  a  resolution  finding  that  in  the good faith option of the Board,
Employee  was  guilty  of  conduct  constituting "cause" as set forth above, and
specifying  the  particulars  thereof  in  detail.

(b)     For  purposes  of  this Agreement , "good reason" shall mean (i) without
Employee's  written consent (A) the failure of the Company to vest Employee with
the powers and authority of the Company's President and Chief Executive Officer,
(B) and removal of Employee from or failure to re-elect Employee to such offices
other  than  for  cause  or  (C)  the  assignment  to  Employee  of  any  duties
substantially  inconsistent  with  those  customarily  performed  by a company's
President and Chief Executive Officer, (ii) the failure of the Employee to serve
as  member  of  the  Board  for any reason other than a voluntary resignation by
Employee  or his removal for cause, (iii) the failure of the Company to nominate
Employee  for  election  as  a  director  of  the Company at any election unless
Employee  declines  to  stand  for  election,  (iv) the failure by the Company ,
without  Employee's written consent, to include Employee as a participant in any
bonus  plans  as  provided  in this Agreement, (v) the failure of the Company to
obtain  from  any  successor  or  assignee  of  all  or substantially all of the
business  of  the  Company, before the  succession or assignment takes place, an
agreement  to assume and perform this Agreement, (vi) any purported  termination
of  Employee's  employment  for cause which is not effected pursuant to a notice
described  in this Agreement, or (vii) the failure of the Company to comply with
any  material  provision  of  this  Agreement.

11.2     Termination  by  Employee:   In  the  event  that  Employee voluntarily
terminates  this Agreement other than for "good reason", he shall be entitled to
the  following  compensation:

(a)   Employee  shall  be  entitled to the Base salary due under Section 3.1 and
any  accrued  but  unpaid bonus payments and Equity provided for in Section 3.2,
3.3,  and 3.4 of this Agreement. The employee shall also in such circumstance be
entitled  to  sixteen  (16)  weeks  severance pay per the terms of the Employees
existing  coverage  pursuant  to  the Company's preexisting severance pay policy
that  covers  Employee.

<PAGE>

11.3     Termination  by  Death  or  Disability:   The  parties  hereto mutually
agree  that  although,  pursuant  to  Section  4,  Employee  will  be  offered
participation in any disability plan the company might enter, providing, for the
security  of  one's family in the event of one's demise or disability ultimately
is  a  personal  responsibility.  Accordingly,  this Agreement and the Company's
obligations  to employee and Employee's heirs hereunder shall terminate upon the
death  or  disability of Employee, other than to pay unpaid salary and bonus, if
any, that shall have accrued as of the date of said death or disability, subject
to  the  following  provisions:

(a)     Death:   To  the extent that the Company might require the purchase of a
key  man  life  insurance  policy  under  Section  9  above,  Company shall make
available  to Employee the opportunity to purchase a rider under said policy for
the  benefit  of  Employee's  designee(s).

(b)     Disability:   If  and  only  if  Company  obtains  disability  insurance
covering employee, Company agrees to pay to Employee Employee's Base Salary from
the  date  of  Employee's disability until such time as the disability insurance
payments  commence,  for  a  period  not  to  exceed  three  months.

12.     Notices:   All  notices or other communications required or permitted by
this  Agreement  or  by law to be given by any party hereto shall be in writing.
All such notices and communications shall be deemed duly served and given to the
other party when delivered by hand, if personally delivered, when answered back,
if  telexed,  when receipt is acknowledged, if telecopied; and five (5) calendar
days  after mailed, if sent by registered or certified mail with return receipt.
For  purposes  hereof,  notices  and  other  communications  hereunder  shall be
directed  to  the  parties  hereto  at  the  following  address:

(a)     To  the  Company:

        National  Manufacturing  Technologies,  Inc.
        1958  Kellogg  Avenue
        Carlsbad,  CA  92008

(b)     To  the  Employee:

        Patrick  W.  Moore
        P.O.  Box  8658
        Rancho  Santa  Fe,  CA  92067

Any  party  hereto may change its address for the purpose of receiving
notices  and  other  communications as herein provided by a written notice given
in  the  manner  aforesaid  to  the  other  party  or  parties  hereto.

13.     Applicable  Law:   This  Agreement shall, in all respects, be construed,
interpreted  and  enforced  in  accordance  with  and  governed  by the internal
substantive  laws  of  the State of California applicable to agreements executed
and  to  be  wholly performed within the State of California , without regard to
choice  of  law  rules  thereof.

14.     Severability:   Any  provision  in  this  Agreement  which  is  illegal,
invalid  or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective  to  the  extent  to such illegality, invalidity or unenforceability
without  invalidating the remaining provisions hereof or affecting the legality,
validity  or  unenforceability  of such provision in any other jurisdiction. The
parties  hereto agree to negotiate in good faith to replace any illegal, invalid
or unenforceable provision of this Agreement with a legal, valid and enforceable
provision  that,  to  the extent possible, will preserve the economic bargain of
this  Agreement,  or  otherwise to amend this Agreement, including the provision
relating  to  choice  of  law,  to  achieve  such  result.

15.     Modification  or  Amendment:   No  amendment,  change or modification of
this  Agreement  shall  be valid unless in writing and signed by all the parties
hereto.

16.     Successors  and  Assigns:   This Agreement and the rights, interests and
obligations  hereunder may not be assigned by Employee. Neither Employee nor his
spouse  shall  have  any  right  to commute, encumber or dispose of any right to
revive  payments  hereunder,  it  being  the  intention of the parties that such
payment  s  and  the right hereto are non-assignable and non-tranferable. All of
the  terms  and  provisions  contained  herein shall inure to the benefit of and
shall  be  binding  upon  the  parties  hereto, their respective heirs, personal
representatives,  permitted  assigns  and  successors  in  interest.

17.     Time  of the Essence:   Time of the essence of this Agreement and all of
the  terms,  provisions,  covenants  and  conditions  hereof.

18.     Entire  Agreement:  This  document  constitutes the entire understanding
and  all  agreement  of  the  parties with respect to the subject matter of this
Agreement,  and  any and all prior agreements, understand or representations are
hereby  terminated  and cancelled in their entirety and are of not further force
or  effect.

<PAGE>

19.     Captions:   The captions set forth in this Agreement are for convenience
only  and  shall  not  bee considered as part of this agreement or as in any way
limiting  or  amplifying  the  terms  and  provisions  hereof.

20.     Counterparts:   This  Agreement  may  be  executed  in multiple original
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

                                   Company:

                                   National  Manufacturing  Technologies,  Inc.

                                     By:  /s/ Binh Le
                                     -----------------------------------------
                                              Chairman
                                              Compensation  Committee

                                     Employee:
                                     /s/ Patrick W. Moore
                                     -----------------------------------------
                                     Patrick  W.  Moore