5

EXHIBIT  10.48.2

                           WARRANT EXERCISE AGREEMENT


     This  Warrant Exercise Agreement ("Agreement") is entered into effective as
of  August  16,  2000  ("Effective  Date") by and between National Manufacturing
Technologies,  Inc.  ("NMT")  (formerly  Photomatrix,  Inc.,  a  California
corporation),  a  California  corporation and Greene International West, Inc., a
Delaware  corporation  ("GIW"),  who  agree  as  follows.

1.     Recitals.
       ---------

     This  Agreement  is  made  and entered into with reference to the following
facts  and  circumstances:

     A.     NMT,  IPAC, and GIW entered into a purchase agreement dated December
1,  1998  (the  "Purchase  Agreement").

     B.     On  Effective  Date,  NMT, GIW, and other interested parties entered
into  an  Amendment  to  the  Purchase  Agreement  (the  "Amendment");  GIW also
exercised  Warrant  No. 2 for the purchase of 400,000 shares of NMT common stock
(the  "Shares");  and  NMT  and  GIW  entered into a Memorandum of Understanding
("MOU").

     C.     As  of  Effective  Date  and  prior  to  the adjustment set forth in
Paragraph  2 of this Agreement, the outstanding balance of principal and accrued
interest  of  the  Amended  Secured Promissory Note, a copy of which is attached
hereto  as  Exhibit  "A", is Three Hundred Eighty Six Thousand Six Hundred Sixty
Eight  Dollars  and  Seventy  Five  Cents  ($386,668.75).

     D.     As  of  Effective  Date  and  prior  to  the adjustment set forth in
Paragraph  2 of this Agreement, the outstanding balance of principal and accrued
interest  of  the  Equipment  Lease  Note, a copy of which is attached hereto as
Exhibit  "B"  is Three Hundred Twenty Three Thousand Eight Hundred Eight Dollars
and  Thirty  Three  Cents  ($323,808.33).

     E.     NMT  and  GIW  intend that this Warrant Exercise Agreement shall set
forth  more  fully the terms and conditions described in the MOU with respect to
the  exercise  of  Warrant  No.  2  by  GIW.

2.     Exercise  of  Warrant  No.  2.
       ------------------------------

     A.     Pursuant  to  the  Amendment,  on  the Effective Date, GIW elects to
exercise  Warrant  No.  2  for the Shares at an exercise price of One Dollar and
Thirty  Seven Cents ($1.37) per share, the closing price on August 16, 2000, for
a  total  purchase price of Five Hundred Forty Eight Thousand Dollars ($548,000)
[the  "Purchase  Price"].

B.     GIW  shall  pay  the  Purchase  Price  as  follows:

     (1)  Cancellation  of  One  Hundred  Eighty  Nine Thousand Four Hundred Two
Dollars and Seventy Two Cents ($189,402.72) of the amount owed under the Amended
Secured  Promissory  Note  leaving a current balance of One Hundred Ninety Seven
Thousand Two Hundred Sixty Dollars and Three Cents ($197,260.03) as of Effective
Date.

(2)  Cancellation  of  One  Hundred Fifty Eight Thousand Five Hundred Ninety One
Dollars  and  Twenty  Eight  Cents  ($158,591.28)  of  the amount owed under the
Equipment  Lease  Note  leaving  a  current  balance  of  One Hundred Sixty Five
Thousand  Two  Hundred  Seventeen  Dollars  and  Five  Cents ($165,217.05) as of
Effective  Date.

(3)  Revised  payment  schedules for the Amended Secured Promissory Note and the
Equipment Lease Note are attached hereto as Exhibit "C" and shall be substituted
for  the  existing  payment  schedules  of  the  Notes.

     (4)  GIW  shall  execute a recourse promissory note in the form attached as
Exhibit  "D"  payable  to  NMT  in  the principal amount of Two Hundred Thousand
Dollars  ($200,000),  all  due and payable on March 31, 2001, and bearing simple
annual  interest  equal  to  eight per cent (8%) on the unpaid principal balance
(the  "Recourse  Note").

3.     Registered  Shares
       ------------------

     NMT represents and warrants that the Shares will be included in the NMT SB1
registration  statement  that  will  be filed prior to October 15, 2000, causing
those  shares  to  be  registered  with  the  affectivity  of  that registration
statement.

4.     Other  Agreements.
       -----  ----------

     Except  as  specifically  amended  in  this Warrant Exercise Agreement, the
terms and conditions of the Purchase Agreement as amended, the Amendment and all
Exhibits  attached  thereto shall remain in full force and effect.  In the event
of  a  conflict  between the Agreement and MOU, the terms and conditions of this
Agreement  shall  prevail.

5.     Notices
       -------

     Any  notice  or  other  communication  to  be given under this Agreement by
either  party to the other will be in writing and delivered personally or mailed
by certified mail, postage prepaid and return receipt requested, or delivered by
an  express  overnight  delivery  service,  charges  prepaid,  or transmitted by
facsimile,  as  follows:

     If  to  NMT:                         1958  Kellogg  Avenue
                                          Carlsbad,  CA  92008
                                          Fax  No.  (760)  438-5517

     If  to  GIW:                         1209  San  Dario  Avenue,  Suite 7-888
                                          Laredo,  TX  78040
                                          Fax  No.  011  528-336-9011

     Any address or name specified above may be changed by a notice given by the
addressee  to  the  other party in accordance with this numbered paragraph.  Any
notice  will be deemed given and effective (i) if given by personal delivery, as
of the date of delivery in person; or (ii) if given by mail, upon receipt as set
forth  on  the  return  receipt; or (iii) if given by overnight courier, one (1)
business  day  after  timely  deposit  with  the  courier;  or  (iv) if given by
facsimile,  upon  receipt  of  the  appropriate  confirmation of transmission by
facsimile.  The  inability  to  deliver because of a changed address of which no
notice  was given or the rejection or other refusal to accept any notice will be
deemed  to  be  the  receipt  of  the notice as of the date of such inability to
deliver  or  the  rejection  or  refusal  to  accept.

6.     Miscellaneous.
       -------------

     The  parties acknowledge that the law firm of Wilson & Corbin, A.P.L.C. has
represented  only  GIW  in  this  transaction,  regardless  of  whether  NMT has
reimbursed  GIW  for its legal fees incurred in connection with transaction, and
NMT  has  been  advised  to  seek  its  own  independent  legal  counsel.

     This  Warrant  Exercise Agreement shall be construed in accordance with the
laws  of  the  State  of  California.

Paragraph  titles  or  captions  contained  herein  are  inserted as a matter of
convenience  and  for  reference and in no way define, limit, extend or describe
the  scope  of  this  Warrant  Exercise  Agreement  or  any  provision  hereof.

     This  Warrant  Exercise  Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, their beneficiaries, representatives, assigns
and  all other successors-in-interest, subject to the provisions of this Warrant
Exercise  Agreement.

     All  exhibits  referred  to  herein are deemed incorporated in this Warrant
Exercise  Agreement  by  reference.

     This  Warrant  Exercise  Agreement  and  exhibits hereto contain all of the
Warrant  Exercise  Agreements  and  understandings  of  the  parties hereto with
respect  to  the  matters  referred  to  herein,  and  no  prior  agreement  or
understanding  pertaining  to  any  such  matters  shall  be  effective  for any
purposes.

     The  singular  number  and  the masculine and neuter gender as used in this
Amendment  shall  also  include  the  plural  number  and  the  feminine gender.

     The parties hereto shall sign or cause to be signed all documents and shall
perform  or  caused  to  be  performed  all  acts  necessary  to  consummate the
transactions  contemplated  hereunder.

     Each of the parties hereto has agreed to the use of the particular language
of  the  provisions  of  this  Warrant  Exercise  Agreement, and any question of
doubtful  interpretation  shall  not  be  resolved by any rule of interpretation
providing  for  interpretation  against  the party who causes the uncertainty to
exist  or  against  the  draftsman.

     In  any  action,  arbitration,  or  other  proceeding  brought  for  the
interpretation  or  enforcement  of  any  of  the terms of this Warrant Exercise
Agreement,  or  because  of  any  alleged  dispute,  breach,  default  or
misrepresentation  in  connection  with  the provisions of this Warrant Exercise
Agreement,  the  prevailing  party  shall  be  entitled  to  recover  reasonable
attorneys'  fees  and  other  costs  incurred  in  that  action, arbitration, or
proceeding,  in  addition to any damages or other relief to which said party may
be  entitled,  and  whether or not such action, arbitration, or other proceeding
proceeds  to  judgment  or  award.

     This  Warrant Exercise Agreement may not be superseded, amended or added to
except  by  an  agreement  in  writing,  signed  by the parties hereto, or their
respective  successors-in-interest.

     Any waiver of any provision of this Warrant Exercise Agreement shall not be
deemed  a  waiver  of such provision as to any prior or subsequent breach of the
same  provision  or  any  other  breach  of  any other provision of this Warrant
Exercise  Agreement.

     If  any  provision of this Warrant Exercise Agreement is held by a court of
competent  jurisdiction to be illegal or invalid, said provision shall be deemed
to  be  severed  and  deleted;  and  neither  such  provision, its severance, or
deletion  shall  affect the validity of the remaining provisions of this Warrant
Exercise  Agreement.

     The  parties  may  execute  this  Warrant Exercise Agreement in two or more
counterparts, which shall, in the aggregate, be deemed an original instrument as
against  any  party  who  has  signed  it.

     Time  is  of  the  essence  in  the  performance  of  this Warrant Exercise
Agreement.

In Witness Whereof, the parties have executed this Warrant Exercise Agreement as
of  the  date  and  year  above  written.






GIW:                                   NMT:
---                                    ---

GREENE  INTERNATIONAL  WEST,  INC.,     NATIONAL  MANUFACTURING
a  Delaware  corporation                TECHNOLOGIES,  INC.,
                                        a  California  corporation


By:     /s/  Victor  Andonie          By:     /s/  Patrick  W.  Moore
        --------------------                  -----------------------
     Victor  Andonie,  Chairman          Patrick  W.  Moore,  Chairman,
     of  the  Board                      President  &  CEO

<PAGE>
                              SCHEDULE OF EXHIBITS


EXHIBIT  NO.     DESCRIPTION
------------     -----------------------------

A          Amended  Secured  Promissory  Note

B          Equipment  Lease  Promissory  Note

C          Debt  Forgiveness  Schedule

D          Recourse  Note

<PAGE>
                                    EXHIBIT A
                      AMENDED  SECURED  PROMISSORY  NOTE
                      ----------------------------------


$350,000.00                                        August  16,  2000
                                                   San  Diego,  California

     In  installments  as  herein  stated,  for  value received, the undersigned
promises  to  pay  Greene  International  West, Inc., a Delaware corporation, or
order,  at San Diego, California, or at such other places as the holder may from
time  to  time  designate,  the  sum  of  Three  Hundred  Fifty Thousand Dollars
($350,000.00),  with  interest  from  December 1, 1998 until paid at the rate of
eight  percent  (8%)  per  annum,  principal payable in sixteen (16) consecutive
quarterly  installments of or equal to Twenty One Thousand Eight Hundred Seventy
Five  Dollars  ($21,875.00),  plus  accrued interest, as set forth below, on the
first  day  of  the second month following the end of each quarter, beginning on
April  1,  2000.  Such  quarterly  installments  shall continue until the entire
indebtedness evidenced by this note is fully paid.  However, notwithstanding any
other  provisions  of  this paragraph, the following exceptions shall be made to
the  quarterly  installment  payments  described  herein:

The  regularly  scheduled  installment payments due on October 1, 2000, shall be
paid  to  the holder of this Note within ten (10) business days of the execution
of  this Amendment.  The regularly scheduled installment payments due on January
1,  2001; April 1, 2001 and July 1, 2001 shall be paid on April 1, 2004; July 1,
2004  and  October  1,  2004  respectively.

     The  quarterly  principal  payments  as  set  forth herein shall be made as
follows:

     A.     $9,375.00  shall  be paid in lawful money of the United States or in
common stock of Photomatrix, Inc. ("Stock"), as determined by the holder of this
note,  in  its  sole  discretion;  and

     B.     $12,500.00  shall be paid in lawful money of the United States or in
Stock,  as  determined  by  the  undersigned,  in  its  sole  discretion.

Interest  shall  be  payable  only  in  lawful  money  of  the  United  States.

     Notwithstanding  anything  to  the  contrary contained in this note, in the
event  the  Stock  is  no  longer  listed  on NASDAQ, all principal payments due
hereunder  shall  be  paid  in  lawful  money  of  the  United  States.

     Notice  of  the  determination of whether the quarterly payment shall be in
lawful  money  of the United States or in Stock shall be given in writing to the
other  party  at least ten (10) days before each respective payment is due.  The
party  making  the  determination may designate that the entire portion to which
its determination rights extend shall be in lawful money of the United States or
Stock,  or  that  a designated percentage shall be in lawful money of the United
States  and  a  designated  percentage shall be in Stock.  Failure of a party to
give  notice  of  its determination by the date such determination is to be made
shall  be deemed to be a determination that the payment shall be in lawful money
of  the  United  States.

     In  the  event  any  payment or portion thereof is to be made in Stock, the
number  of shares of Stock to be issued shall be based on the market rate of the
Stock.  For  purposes  of  this  note, the market rate of the Stock shall be the
average  of  all  trading  day closing prices for Photomatrix, Inc. common stock
during  the  calendar  month  immediately  preceding  a  payment  date.

     Should  interest  not  be  paid  when  due,  it  shall thereafter bear like
interest  as  the  principal,  but  such unpaid interest so compounded shall not
exceed an amount equal to simple interest on the unpaid principal at the maximum
rate  permitted  by  law.

     Should  a  default  occur  under  this note, the whole sum of principal and
accrued  interest  shall, without notice, become immediately due and payable, in
lawful  money  of  the  United  States.

     The  failure of the holder hereof to exercise any of the options herein, or
to  promptly  enforce  any of the provisions of this note shall not constitute a
waiver  of  the  right  to  exercise  or  enforce  any  option  or  provision.

     Time  is  of  the  essence  in  performance  hereof.

     In  the  event an action is instituted under this note by one party against
the  other,  the  party  prevailing  in such action shall be entitled to recover
reasonable  attorneys'  fees  and costs from the other party whether or not such
action  proceeds  to  judgment.

     Presentment,  notice  of  dishonor,  and  protest  are hereby waived by all
makers,  sureties,  and  endorsers  hereof.

     This  note  shall  be  the  joint  and  several  obligation  of all makers,
sureties, and endorsers, and shall be binding upon them and their successors and
assigns.

     This  note is secured by a Security Agreement of even date herewith entered
into  by  and  between  the  undersigned  and  Greene  International  West, Inc.

     If  substantially  all of the assets subject to said Security Agreement are
sold  or  transferred  by  the  undersigned,  or  if  Photomatrix,  Inc.  sells
substantially all of its assets or its subsidiary (the undersigned), or if there
is  a  fifty  percent  (50%)  change  in  ownership  of Photomatrix, Inc. or the
undersigned  in a single transaction or a series of related transactions, Greene
International  West, Inc. may, at its option exercisable within thirty (30) days
of  receiving notice from Photomatrix, Inc. or the undersigned of such change in
ownership,  declare  all sums due hereunder to be immediately due and payable in
lawful  money  of  the  United  States  or  in  Stock.

The  undersigned  and  Greene International West, Inc. have entered into a Lease
Agreement for the premises located at 4040 Calle Platino, Oceanside, California,
with  a  commencement  date  of  February  1,  1999.  A  default under the Lease
Agreement  shall  be  deemed  a default under this note and a default under this
note  shall  be  deemed  a  default  under  the  Lease  Agreement.

     The  undersigned  and  Greene International West, Inc. have entered into an
Equipment  Lease  of  even  date  herewith.  A default under the Equipment Lease
shall be deemed a default under this note and a default under this note shall be
deemed  a  default  under  the  Equipment  Lease.

     In  the event the undersigned executes a promissory note in connection with
an  option  to  purchase the equipment under the Equipment Lease the ("Equipment
Note"),  a default under the Equipment Note shall be deemed a default under this
note and a default under this note shall be deemed a default under the Equipment
Note.

     No  portion  of this note shall be or be deemed to be offset or compensated
by  all or any part of any claim, cause of action, counterclaim, or cross-claim,
whether  liquidated  or unliquidated, which the undersigned may have or claim to
have  against  the  holder  of  this  note.


     National  Metal  Technologies,  Inc.,
     a  California  corporation



     By:
           -------------------------
            Patrick  W.  Moore,  CEO


<PAGE>
                                    Exhibit C
                            Debt Forgiveness Schedule

<TABLE>
<CAPTION>

                                             GIW
                                   $490,000 PROMISSORY NOTE
                                   ANNUAL INTEREST RATE 8%


PMT DATE   BEG PRINCIPAL      DAYS      DAILY RATE   INT PAYMENT   PRINCIPAL PMT   TOTAL PMT
---------  --------------  -----------  -----------  ------------  --------------  ----------
<S>        <C>             <C>          <C>          <C>           <C>             <C>
8/16/00 .  $   197,260.03
10/1/01 .  $   167,518.37          411     0.000222  $   2,716.41  $    29,741.66  $32,458.07
1/1/02. .  $   137,776.71          503     0.000222  $   3,324.46  $    29,741.66  $33,066.12
4/1/02. .  $   108,035.04          593     0.000222  $   3,919.29  $    29,741.66  $33,660.95
7/1/02. .  $    78,293.38          684     0.000222  $   4,520.73  $    29,741.66  $34,262.39
10/1/02 .  $    48,551.72          776     0.000222  $   5,128.78  $    29,741.66  $34,870.45
1/1/03. .  $    18,810.06          868     0.000222  $   5,736.84  $    29,741.66  $35,478.50
4/1/03. .  $         0.00          958     0.000222  $   4,004.45  $    18,810.05  $22,814.51
                                                     -------------  ------------  -----------
                                              TOTAL  $    29,350.96  $197,260.03  $226,610.98
                                                     ==============  ===========  ===========
</TABLE>


<TABLE>
<CAPTION>

                                              GIW
                                   $350,000 PROMISSORY NOTE
                                    ANNUAL INTEREST RATE 8%


PMT DATE    BEG PRINCIPAL      DAYS      DAILY RATE   INT PAYMENT   PRINCIPAL PMT   TOTAL PMT
---------  ---------------  -----------  -----------  ------------  --------------  ----------
<S>        <C>              <C>          <C>          <C>           <C>             <C>
8/16/00 .  $   165,217.05
10/1/01 .  $   140,306.63           411     0.000222  $   2,275.15  $    24,910.42  $27,185.57
1/1/02. .  $   115,396.21           503     0.000222  $   2,784.43  $    24,910.42  $27,694.85
4/1/02. .  $    90,485.80           593     0.000222  $   3,282.64  $    24,910.42  $28,193.06
7/1/02. .  $    65,575.38           684     0.000222  $   3,786.38  $    24,910.42  $28,696.80
10/1/02 .  $    40,664.96           776     0.000222  $   4,295.66  $    24,910.42  $29,206.08
1/1/03. .  $    15,754.54           868     0.000222  $   4,804.94  $    24,910.42  $29,715.36
4/1/03. .  $        (0.00)          958     0.000222  $   3,353.97  $    15,754.55  $19,108.51
                                                      -------------  ------------  -----------
                                              TOTAL  $    24,583.18   $165,217.05  $189,800.23
                                                     ===============  ===========  ===========
</TABLE>

<TABLE>
<CAPTION>

COMBINED

PMT DATE   BEG PRINCIPAL      DAYS      DAILY RATE   INT PAYMENT   PRINCIPAL PMT   TOTAL PMT
---------  --------------  -----------  -----------  ------------  --------------  ----------
<S>        <C>             <C>          <C>          <C>           <C>             <C>
8/16/00 .  $   362,477.08
10/1/01 .  $   307,825.00          411      0.00022  $   4,991.56  $    54,652.08  $59,643.64
1/1/02. .  $   253,172.92          503      0.00022  $   6,108.89  $    54,652.08  $60,760.97
4/1/02. .  $   198,520.84          593      0.00022  $   7,201.93  $    54,652.08  $61,854.01
7/1/02. .  $   143,868.76          684      0.00022  $   8,307.12  $    54,652.08  $62,959.20
10/1/02 .  $    89,216.68          776      0.00022  $   9,424.45  $    54,652.08  $64,076.53
1/1/03. .  $    34,564.60          868      0.00022  $  10,541.78  $    54,652.08  $65,193.86
4/1/03. .  $         0.00          958      0.00022  $   7,358.42  $    34,564.60  $41,923.02
                                                     -------------  ------------  -----------
                                              TOTAL  $    53,934.14  $362,477.08  $416,411.22
                                                    ===============  ===========  ===========

</TABLE>





<PAGE>
                                    EXHIBIT D
                           RECOURSE  PROMISSORY  NOTE
                          --------------------------

$200,000.00                                        August  16,  2000
                                                   San  Diego,  California

     For  value received, the undersigned promises to pay National Manufacturing
Technologies,  Inc.,  a  California  corporation,  or  order,  at  San  Diego,
California,  or  at  such  other  places  as  the  holder  may from time to time
designate,  the sum of Two Hundred Thousand Dollars ($200,000.00), with interest
until  paid  at  the rate of eight percent (8%) per annum, principal all due and
payable,  plus  accrued  interest,  on  March 31, 2001.

Interest  shall  be  payable  only  in  lawful  money  of  the  United  States.

Should  interest not be paid when due, it shall thereafter bear like interest as
the principal, but such unpaid interest so compounded shall not exceed an amount
equal  to  simple interest on the unpaid principal at the maximum rate permitted
by  law.

     Should  a  default  occur  under  this note, the whole sum of principal and
accrued  interest  shall, without notice, become immediately due and payable, in
lawful  money  of  the  United  States.

     The  failure of the holder hereof to exercise any of the options herein, or
to  promptly  enforce  any of the provisions of this note shall not constitute a
waiver  of  the  right  to  exercise  or  enforce  any  option  or  provision.

     Time  is  of  the  essence  in  performance  hereof.

     In  the  event an action is instituted under this note by one party against
the  other,  the  party  prevailing  in such action shall be entitled to recover
reasonable  attorneys'  fees  and costs from the other party whether or not such
action  proceeds  to  judgment.

     Presentment,  notice  of  dishonor,  and  protest  are hereby waived by all
makers,  sureties,  and  endorsers  hereof.

     This  note  shall  be  the  joint  and  several  obligation  of all makers,
sureties, and endorsers, and shall be binding upon them and their successors and
assigns.

     GREENE  INTERNATIONAL  WEST,  INC.,
a  Delaware  corporation

                            By:
                               ------------------------------------------
                               Victor  Andonie,  Chairman  of  the  Board