EXHIBIT  10.57.2
                                 August 14, 2000



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

Attention:  Mr.  Patrick  W.  Moore
Chief  Executive  Officer


Re:     Second  Amendment  to  Loan  and  Security  Agreement


Gentlemen:

We  refer  to  the  Loan  and  Security  Agreement dated as of June 18, 1999, as
amended by the First Amendment to Loan and Security Agreement dated December 15,
1999  (said  Agreement,  as  so  amended,  herein  called the "Loan Agreement"),
between  National  Manufacturing  Technologies,  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 5, Borrower and Lender hereby
agree  as  set  forth  below.

1.     The  Loan  Agreement  is  amended  as  set  forth  below.

     (a)     The  definition  of  "Anniversary  Date" in Section 1.6 of the Loan
Agreement  is  amended  in  full  to  read  as  follows:

     "1.6     'ANNIVERSARY  DATE'  -  June  18,  2002."

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

     "1.11     'A/R  MAXIMUM  COMMITMENT'  -  at  any time of determination, the
amount,  if  any,  by which $3,000,000 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."

     (c)     Section  10.1 of the Loan Agreement is amended by deleting the
period at the  end of Section 10.1.11 and substituting "; and" and by adding a
new Section 10.1.12,  to  read  as  follows:

               "10.1.12   A  life  insurance  policy  in  the amount of at least
$1,000,000 insuring the life of Patrick W. Moore is no longer in effect, or such
policy  is  no  longer  assigned to Lender pursuant to documentation in form and
substance  satisfactory  to  Lender."

    (d)    The last  section  of  the Loan Agreement, entitled "Miscellaneous,"
is amended  by  renumbering  it  as  Section 21, and all of the subsections of
such section  are  correspondingly  renumbered.

   (e)     The  Loan Agreement is amended by adding a new Section 22 to read as
set forth  in  Exhibit  A  attached  hereto.

2.     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.

3.     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.

4.     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.

5.     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  the Guarantors and any persons or
entities  that have executed Subordination Agreements as subordinated creditors.

Very  truly  yours,

CELTIC  CAPITAL  CORPORATION


By:  /s/  Mark  Hafner
   -------------------
     Mark  Hafner
     President




Agreed  as  of  the  date  first  written  above:

NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.


By:  /s/  Patrick  W.  Moore
     -----------------------
     Patrick  W.  Moore
     Chief  Executive  Officer

<PAGE>
                                    EXHIBIT A


                  NEW SECTION 22 TO LOAN AND SECURITY AGREEMENT
                  ---------------------------------------------



     22.     Issuance  of  Warrant;  Registration  Rights.

     22.1     Certain  Definitions.  For  the  purposes  of  this  Agreement:

     22.1.1     "Registrable  Securities"  means  (i)  shares  of  Common  Stock
issuable  upon  exercise  of  the  Warrant and (ii) any Common Stock issued as a
dividend  or  other  distribution  with  respect  to  or  in  exchange for or in
replacement  of  the  shares  referenced  in  (i) above; provided, however, that
Registrable  Securities  shall  not  include  any  share  of  Common  Stock that
previously  has  been  registered  or  that  has  been  sold  to  the  public.

     22.1.2      "Register,"  "registered"  and  "registration"  refers  to  a
registration  effected by preparing and filing a Registration Statement (defined
below)  in  compliance  with  the  Securities Act (defined below) and applicable
rules  and  regulations  thereunder,  and  the  declaration  or  ordering of the
effectiveness  of  such  registration  statement.

     22.1.3     "Registration  Expenses" means all expenses incurred in
effecting any registration  under  this  Agreement,  including,  without
limitation,  all registration,  qualification,  and  filing fees, printing
expenses, escrow fees, fees  and  disbursements  of counsel for Borrower, blue
sky fees and expenses of any  regular or special audits incident to or required
by any such registration, but shall not include selling expenses and fees and
disbursements of counsel for Lender.

     22.1.4 "Registration Statement" refers to any registration statement
prepared by Borrower  and filed with the SEC under this Agreement pursuant to
the Securities Act.

     22.1.5     "Rule  144"  means  Rule  144  as  promulgated  by the SEC under
the Securities  Act,  as  such Rule may be amended from time to time, or any
similar successor  rule  that  may  be  promulgated  by  the  SEC.

     22.1.6     "Rule  145"  means  Rule  145  as  promulgated by the SEC under
the Securities  Act,  as  such Rule may be amended from time to time, or any
similar successor  rule  that  may  be  promulgated  by  the  SEC.

     22.1.7     "SEC"  means  the  Securities  and  Exchange  Commission or any
other federal  agency at the time administering the Securities Act of 1933, as
amended (the  "Securities  Act").

     22.1.8     "Securities  Act"  means the Securities Act of 1933, as amended.

     22.2     Obligation  to  Issue Warrant.     As additional consideration for
the  extension  of  credit  by  Lender under this Agreement, the Borrower hereby
agrees  to  issue  to  Lender  a  warrant  (the "Warrant") to purchase up to Two
Hundred  Thousand  (200,000)  shares of the Borrower's common stock, with no par
value  (the  "Common  Stock"),  at  a  price per share equal to $1.43.  Borrower
shall  issue  to  Lender  the Warrant no later than August 14, 2000, in the form
attached  hereto  as  Exhibit  D.

     22.3     Covenants  and  Agreements  After  Issuance of Warrant.  Borrower,
during  the  time  periods specified below, covenants and agrees with the Lender
that  Borrower  shall  comply  with all covenants and provisions of this Section
22.3.

     22.3.1     Reservation  of  Common  Stock.  So  long  as any of the Warrant
remains  outstanding,  Borrower  shall take all action necessary to at all times
have  authorized, and reserved for the purpose of issuance, no less than 100% of
the  aggregate  number  of  shares  of  Common  Stock  needed to provide for the
issuance  of  all  shares  of  Common  Stock  upon  exercise  of  the  Warrant.

     22.3.2     Form  S-3 Registration. Within  30 days  after the date  of this
Agreement, Borrower shall prepare and file with the SEC a Registration Statement
on  Form  S-3 (or another similarly appropriate form) covering the resale of all
Registrable  Securities  and  Borrower  shall  use its best efforts to have such
Registration Statement declared effective by the SEC no later than April 1, 2001
(the  "Latest  Acceptable Effective Date").  If the first Registration Statement
filed  under  this  Section  22.3.2  is  not declared effective on or before the
Latest  Acceptable Effective Date, in addition to the other obligations provided
hereunder  and subject to the conditions hereof, Borrower promptly shall prepare
and  file  with  the  SEC  a  new Registration Statement on Form S-3 (or another
similarly  appropriate  form)  covering  only  the  resale  of  the  Registrable
Securities (and no other securities whatsoever), and Borrower shall use its best
efforts to have such Registration Statement declared effective by the SEC within
sixty  (60) days after such filing and in no event later than July 15, 2001.  If
for  any  reason  whatsoever,  Borrower  is  ineligible  to  use the Form S-3 in
connection  with  the  registration  of  the  securities underlying the Warrant,
Borrower  shall  be  obligated  to  use such other form as may be appropriate to
perform  its  obligations under this Section 22.  If Borrower has not filed such
Registration  Statement  under this Section 22.2 with the SEC within thirty (30)
days  from  the  date  hereof  or  if  a  Registration  Statement  covering  the
Registrable  Securities  has not been declared effective on or before the Latest
Acceptable  Effective Date, Borrower shall be required to pay to Lender interest
on  the  shares of Common Stock issued upon exercise of the Warrant at a monthly
rate  equal  to  1.5% of Advances made under this Agreement, accruing on a daily
basis.  The  parties  acknowledge and agree that the actual damages sustained by
Lender  as  a  result of Borrower's breach of its obligations under this Section
22.3.2  would  be  difficult  to  determine.  The parties further agree that the
above-referenced  monthly  interest  charges  are  a  reasonable estimate of the
extent  to  which  Lender would be damaged by such a breach by Borrower.  Lender
shall  be  entitled  to  all  such  interest  charges  and amounts as liquidated
damages.  In addition to the above-described remedy, Lender shall be entitled to
all  such  other legal and equitable remedies as may be available to Lender as a
result  of  Borrower's  breach  of  its  obligations  under this Section 22.3.2.

     22.3.3    "Piggyback" Registration. If Borrower shall determine to register
any of its shares of Common Stock in  a public  offering  for its  own  account,
other than a  registration  relating  solely to  employee  benefit  plans, or a
registration  relating  solely  to  a  Rule 145 transaction  on  Form S-4, or  a
registration on any registration  form  that  does not  permit  secondary sales,
Borrower  will:  (i)  promptly  give  to  Lender  written  notice   thereof; and
(ii)  use its best efforts  o  include   in   such registration (and any related
qualification under the blue sky laws  or other compliance) all the Registrable
Securities specified in a written request  or  requests,  made by Lender within
Twenty (20) days after the written notice from  Borrower described above (in the
 preceding clause) is given.  Such written   request  may  specify all or a part
of Lender's Registrable Securities.

      22.3.4     TransferAgent Instructions. Borrower  shall  issue  irrevocable
instructions  to its transfer agent, and any subsequent transfer agent, to issue
certificates, registered in the name of Lender or its respective nominee(s), for
Common  Stock  issued  upon exercise of the Warrant in such amounts as specified
from  time  to  time  by  Lender  to  Borrower.

     22.3.5     Expenses.  Borrower shall pay all Registration Expenses incurred
in  connection  with  the  obligations  under  this  Section  22.

     22.3.6     Obligations of Borrower.  In connection with the registration of
the  shares  of  Common  Stock  issuable upon exercise of the Warrant under this
Agreement,  Borrower  shall,  as  expeditiously  as  reasonably  possible:

     22.3.6.1     Registration  Statement.  Prepare and file with the Securities
and  Exchange  Commission  (the  "SEC") a registration statement with respect to
such shares, use its best efforts to cause such registration statement to become
effective  and  keep  such  registration  statement effective for a period of at
least  two  hundred  and  seventy  (270)  days.

     22.3.6.2     Amendments  and  Supplements.  Prepare  and  file with the SEC
such  amendments  and  supplements  to  such  registration  statement  and  the
prospectus  used  in  connection  with  such  registration  statement  as may be
necessary  to  comply  with the provisions of the Securities Act with respect to
the  disposition  of  all  securities  covered  by  such registration statement.

     22.3.6.3     Prospectuses.  Furnish  to  Lender  such number of copies of a
prospectus,  including  a  preliminary  prospectus,  in  conformity  with  the
requirements  of  the Securities Act of 1933, as amended (the "Securities Act"),
and  such  other documents as they may reasonably request in order to facilitate
the  disposition  of  the  securities  that  are  included in such registration.

     22.3.6.4     Blue  Sky.  Use  its  best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue  Sky  laws  of  such  jurisdictions as shall be reasonably requested by the
Lender,  provided that Borrower shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a general consent to
service  of  process  in  any  such  state  or  jurisdiction.

     22.3.6.5     Notification. Notify  Lender  at  any  time  when a prospectus
relating to  the  shares  underlying  the  Warrant  is  required to be delivered
under the Securities Act of the happening of any event as a result of  which the
prospectus included in  such registration statement, as then in effect, includes
an untrue statement  of  a  material fact  or  omits  to  state a material  fact
required to be stated therein or necessary to make  the statements  therein  not
misleading in the light  of  the  circumstances  then  existing.

     22.3.6.6     Underwriting.  In  the  event  of  any  underwritten  public
offering, enter into and perform its obligations under an underwriting agreement
in  usual and customary form, with the managing underwriter(s) of such offering.

     22.3.6.7     Opinion  and  Comfort  Letter.  Furnish,  at  the  request  of
Lender,  on  the  date  that  securities are delivered to the underwriter(s) for
sale,  if  such  securities  are  being  sold  through underwriters, or, if such
securities  are  not  being  sold  through  underwriters,  on  the date that the
registration statement with respect to such securities becomes effective, (i) an
opinion,  dated  as  of  such date, of the counsel representing Borrower for the
purposes  of such registration, in form and substance as is customarily given to
underwriters  in  an underwritten public offering and reasonably satisfactory to
the  Lender, addressed to the underwriters, if any, and to the Lender and (ii) a
"comfort"  letter  dated  as of such date, from the independent certified public
accountants  of  Borrower,  in  form  and  substance  as is customarily given by
independent  certified  public  accountants  to  underwriters in an underwritten
public  offering  and  reasonably  satisfactory  to the Lender, addressed to the
underwriters,  if  any,  and  to  the  Lender.

     22.4     Certain Representations and Warranties.     In connection with its
obligations  under  this Section 22, the Borrower represents and warrants to the
Lender  as  follows:

     22.4.1     Registration  Rights.  Borrower  is and at the time of filing of
any  Registration  Statement  under  this  Agreement  will be eligible to file a
registration  statement  on  Form S-3 covering the resale of Common Stock issued
upon  exercise  of  the  Warrant.

     22.4.2     Exemption  from  Registration. The offer and sale of the Warrant
made  under  this  Agreement is exempt from the registration requirements of the
Securities  Act.

     22.5     Indemnification.  If  any of the shares underlying the Warrant are
included  in  a  registration  statement  under  this  Agreement:

     22.5.1     By  Borrower.  To  the  extent  permitted  by law, Borrower will
indemnify  and hold harmless Lender, its officers and directors, any underwriter
(as  determined  in  the Securities Act) for Lender and each person, if any, who
controls  Lender  or underwriter within the meaning of the Securities Act or the
Securities  Exchange  Act of 1934, as amended, (the "Exchange Act"), against all
losses,  claims,  damages,  or  liabilities (joint or several) to which they may
become  subject  under  the Securities Act, the Exchange Act or other federal or
state  law,  insofar as such losses, claims, damages, or liabilities (or actions
in  respect  thereof)  arise  out  of  or  are  based  on  any  of the following
statements, omissions or violations (collectively a "Violation"): (i) any untrue
statement  or  alleged  untrue  statement  of  a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto; (ii) the omission or
alleged omission to state therein a material fact required to be stated therein,
or  necessary  to  make  the  statements  therein  not  misleading, or (iii) any
violation  or  alleged violation by Borrower of the Securities Act, the Exchange
Act,  any  federal or state securities law or any rule or regulation promulgated
under  the  Securities  Act, the Exchange Act or any federal or state securities
law  in connection with the offering covered by such registration statement; and
Borrower  will  reimburse  Lender,  its  officers and directors, underwriters or
controlling persons for all legal or other expenses reasonably incurred by them,
as incurred, in connection with investigating or defending any such loss, claim,
damage,  liability  or  action;  provided, however, that the indemnity agreement
contained  in  this Section 22.5.1 shall not apply to amounts paid in settlement
of  any  such  loss,  claim,  damage,  liability or action if such settlement is
effected  without  the  consent  of  Borrower  (which  consent  shall  not  be
unreasonably  withheld),  nor  shall Borrower be liable in any such case for any
such  loss,  claim, damage, liability or action to the extent that it arises out
of  or  is  based  upon a Violation that occurs in reliance on and in conformity
with  written  information  furnished  expressly for use in connection with such
registration  by  Lender  or  the  officer, director, underwriter or controlling
person  of  Lender.

     22.5.2     By  Lender.  To  the  extent  permitted  by  law,  Lender  will
indemnify  and  hold  harmless  Borrower,  each  of  its  directors, each of its
officers  who  have  signed the registration statement, each person, if any, who
controls Borrower within the meaning of the Securities Act, and any underwriter,
against  all  losses, claims, damages or liabilities (joint or several) to which
Borrower  or  any  such director, officer, controlling person or underwriter may
become  subject under the Securities Act, the 1934 Act or other federal or state
law,  insofar  as  such  losses,  claims,  damages or liabilities (or actions in
respect thereto) arise out of or are based on any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance on and in
conformity  with  written  information  furnished by Lender expressly for use in
connection  with such registration; and Lender will reimburse any legal or other
expenses  reasonably  incurred  by  Borrower  or  any  such  director,  officer,
controlling  person or underwriter in connection with investigating or defending
any  such  loss, claim, damage, liability or action; provided, however, that the
indemnity  agreement contained in this Section 22.5.2 shall not apply to amounts
paid  in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of Lender, which consent shall not be
unreasonably  withheld; and provided, further, that the total amounts payable in
indemnity  by Lender under this Section 22.5.2 in respect of any Violation shall
not exceed the net proceeds received by Lender in the registered offering out of
which  such  Violation  arises.

     22.5.3     Notice.  Promptly  after  receipt  by an indemnified party under
this  Section  22.5.3 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 22.5, deliver to
the  indemnifying  party  a  written  notice of the commencement thereof and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the parties; provided, however, that an indemnified party shall
have  the right to retain its own counsel, with the fees and expenses to be paid
by  the  indemnifying  party, if representation of such indemnified party by the
counsel  retained by the indemnifying party would be inappropriate due to actual
or  potential conflict of interests between such indemnified party and any other
party  represented  by  such counsel in such proceeding.  The failure to deliver
written  notice  to  the  indemnifying  party  within  a  reasonable time of the
commencement  of  any  such  action  shall  relieve  such  indemnifying party of
liability  to  the  indemnified  party under this Section 22.5 to the extent the
indemnifying  party  is  prejudiced  as a result thereof, but the omission so to
deliver  written  notice  to  the  indemnified  party will not relieve it of any
liability  that  it  may have to any indemnified party otherwise than under this
Section  22.5.

     22.5.4     Defect  Eliminated in Final Prospectus.  The foregoing indemnity
agreements  of Borrower and Lender are subject to the condition that, insofar as
they  relate to any Violation made in a preliminary prospectus but eliminated or
remedied  in  the  amended  prospectus  on  file  with  the  SEC at the time the
registration  statement  in question becomes effective or the amended prospectus
filed  with  the  SEC pursuant to SEC Rule 424(b) (the "Final Prospectus"), such
indemnity  agreement  shall  not inure to the benefit of any person if a copy of
the  Final  Prospectus was timely furnished to the indemnified party and was not
furnished  to  the  person  asserting the loss, liability, claim or damage at or
before  the  time  such  action  is  required  by  the  Securities  Act.

     22.5.5     Survival.  The  obligations  of  Borrower  and Lender under this
Section  22.5 shall survive until the fifth anniversary of the completion of any
offering  by Lender of securities in a registration statement, regardless of the
expiration  of  any  statute  of  limitation  or  extension  of  such  statutes.