EXHIBIT  10.57.1

December  15,  1999


Mr.  Patrick  Moore
National  Manufacturing  Technologies,  Inc.
1958  Kellogg  Ave.
Carlsbad,  CA  92008


Re:  First  Amendment  to  Loan  and  Security  Agreement


Dear  Pat:

We  refer  to  the  Loan  and Security Agreement dated as of June 18, 1999, (the
"Loan  Agreement")  between  Photomatrix,  Inc.,  a  California  corporation
("Borrower"),  and  Celtic  Capital  Corporation  ("Lender").  Unless  otherwise
defined  herein,  terms defined in the Loan Agreement are used herein as defined
therein.

Effective  as  of  the date first set forth above and subject to satisfaction of
the  conditions  precedent  set forth in paragraph 6, Borrower and Lender hereby
agree  as  set  forth  below.

     1.     The  name of the Borrower has been changed to National Manufacturing
Technologies,  Inc.

    2.     The  definition  of  "A/R Maximum Commitment" in Section 1.11 of the
Loan Agreement  is  amended  in  full  to  read  as  follows:

     ""A/R  MAXIMUM  COMMITMENT"  - at any time of determination, the amount, if
any,  by  which  $2,000,000.00  exceeds  the  aggregate  principal amount of any
advances  or  other extensions of credit outstanding from Lender to or on behalf
of  any  of  the  Affiliates  other  than  Borrower for the purpose of financing
accounts  receivable."

     3.     Section  2.1.1  "Credit  Facilities  -  Revolving  Credit Facility -
Advances"  is  amended  in  full  to  read  as  follows:

     ""ADVANCES"  -   Lender  shall,  from  time  to  time  make A/R Advances to
Borrower,  less any Availability Reserves, so long as, before and after such A/R
Advance, the Obligations relating only to the A/R Advances do not exceed the A/R
Allowable  Amount.  In  addition, Lender shall, from time to time make Inventory
Advances  to  Borrower,  less  any Availability Reserves, so long as, before and
after  such  Inventory  Advances, the Obligations relating only to the Inventory
Advances  do  not exceed the Inventory Allowable Amount; provided, however, that
the  aggregate  advances  and  other  extensions  of  credit  by  Lender  to the
Affiliates  for  the  purpose  of  financing inventory may not exceed 35% of the
aggregate  advances  and  other extensions of credit by Lender to the Affiliates
for  the  purpose  of  financing  accounts  receivable."

     4.     Borrower  represents  and  warrants  to  Lender that (a) no Event of
Default  or  event  that,  with the giving of notice and/or the passage of time,
would  become an Event of Default has occurred and is continuing or would result
from  the effectiveness of this letter amendment and (b) the representations and
warranties  contained  in  the Documents are correct in all material respects on
and  as  of  the  date  hereof  as  though  made  on  and as of the date hereof.

     5.     On  and  after  the  effective  date  of this letter amendment, each
reference  in  the  Loan  Agreement  to "this Agreement," "hereunder," "hereof,"
"herein"  or  words  of  like  import  referring to the Loan Agreement, and each
reference  in  the  other  Documents  to  the  "Loan  Agreement,"  "thereunder,"
"thereof,"  "therein"  or  words of like import referring to the Loan Agreement,
shall  mean  and  be a reference to the Loan Agreement as amended by this letter
amendment.  The  Loan  Agreement,  as  amended  by this letter amendment, is and
shall  continue  to  be  in  full  force  and  effect and is hereby ratified and
confirmed  in  all  respects.

     6.     This  letter amendment may be executed in any number of counterparts
and  by  the  parties hereto in separate counterparts, each of which shall be an
original  and  all  of  which  taken  together shall constitute one and the same
letter  amendment.

     7.     This  letter  amendment  shall become effective as of the date first
set  forth  above  when  and  if  Lender receives (a) this letter amendment duly
countersigned  by  Borrower  and  (b)  a  consent  hereto, in form and substance
satisfactory  to  Lender,  duly  executed  by  any persons or entities that have
executed  Subordination  Agreements  as  subordinated  creditors.


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Very  truly  yours,
CELTIC  CAPITAL  CORPORATION
/s/  Mark  Hafner
-----------------
Mark  Hafner,  President

Agreed  as  of  the  date  first  written  above:
NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.

/s/  Patrick  W.  Moore
-----------------------
Patrick  W.  Moore,  CEO