EXHIBIT  10.71

                               QUITCLAIM  BILL  OF  SALE
                               -------------------------

     THIS  QUITCLAIM  BILL  OF  SALE,  between  Foothill  Capital Corporation, a
California  corporation  ("Foothill")  and  National Manufacturing Technologies,
Inc.,  a California corporation ("NMT"), is made with reference to the following
facts  which  are  incorporated  herein:

     A.     Foothill  holds  a security interest in certain personal property of
Escon Tool & Manufacturing Company, Inc., a California corporation, ("Escon") as
described  on  the  attached  UCC-1  Financing  Statement  (the  "Collateral").

B.     Subject  to the terms and conditions below, and for the purchase price of
Eight  Hundred  Forty  Thousand  Dollars  ($840,000.00)  (the "Purchase Price"),
Foothill  wishes  to  foreclose  by  private  sale, its security interest in the
Collateral  in accordance with Section 9504 of the California Uniform Commercial
Code  (the "UCC"), and Buyer wishes to acquire all of Foothill's interest in the
Collateral.

     NOW, THEREFORE, in consideration of the Purchase Price, receipt of which is
hereby  acknowledged  by Foothill, Foothill does hereby sell and transfer all of
its right, title and interest in the Collateral to Buyer pursuant to UCC Section
9504.  The  sale  and  transfer is made upon the following terms and conditions:

     1.     Exclusion  of  Warranties  Under UCC Sections 2315 and 2316 (Implied
Warranty  of  Fitness  For  a  Particular  Purpose),  UCC Sections 2314 and 2316
(Implied  Warranty  of Merchantability and Usage of Trade), and UCC Section 2312
(Implied  Warranty  of  Title  and  Against  Infringement).

          1.1     THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF
THE  FACE  HEREOF.  FOOTHILL  IS  NOT  A  MERCHANT, MANUFACTURER, DISTRIBUTOR OR
DEALER  WITH  RESPECT  TO  THE COLLATERAL.  FOOTHILL MAKES NO REPRESENTATIONS OR
WARRANTIES  WITH  RESPECT  TO MERCHANTABILITY, VALUE, CONDITION, FITNESS FOR ANY
PURPOSE  OF  THE  COLLATERAL.

          1.2     BUYER  HEREBY  ACKNOWLEDGES  AND  AFFIRMS THAT BEFORE ENTERING
INTO THIS  SALE,  BUYER  HAS  EXAMINED  THE  COLLATERAL AS FULLY AS IT DESIRED
AND IS RELYING  UPON  ITS  OWN EXPERTISE AND EVALUATION OF THE COLLATERAL IN
PURCHASING FOOTHILL'S  INTEREST  IN  SAME.

          1.3     BUYER ACKNOWLEDGES THAT THE COLLATERAL IS SOLD "AS IS," "WHERE
IS"  AND  "WITH ALL FAULTS" AND FOOTHILL MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESSED  OR  IMPLIED,  AND  ISSUES  NO  GUARANTIES  OF ANY KIND OR NATURE WITH
RESPECT TO THE COLLATERAL.  FOOTHILL MAKES NO REPRESENTATIONS OR WARRANTIES WITH
RESPECT  TO  TITLE OR INFRINGEMENT OR ANY ISSUE REGARDING "HAZARDOUS WASTE," ALL
OF  WHICH  IS  A RISK ASSUMED BY NMT.  FOR PURPOSES HEREOF, "HAZARDOUS WASTE" IS
DEFINED AS SUCH SUBSTANCES THAT ARE DEEMED "HAZARDOUS" UNDER ANY FEDERAL, STATE,
OR  LOCAL  STATUTE  OR  REGULATION.

          1.4     Foothill represents and warrants that the consummation of this
Agreement  and  upon  the foreclosure of its security interest (assuming NMT has
acted  in  good  faith),  NMT  will  have  acquired  all  rights of Escon in the
Collateral and Foothill's security interest in the Collateral will be discharged
as  will  any  security  interest  or  lien subordinate to Foothill's.  Foothill
represents  that  it  has  complied  with  the  foreclosure  requirements of the
California  UCC.

     2.     Condition Precedent.  This Bill of Sale shall not be effective until
and  unless  Foothill  receives  the  Purchase  Price.


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     3.     Indemnifications  Regarding  Sales  Tax.  Buyer hereby agrees to pay
all  sales  taxes levied because of the sale and hereby indemnifies Foothill for
all  taxes,  levies,  charges  and  penalties.

     4.     NMT acknowledges that 25 days prior notice of this sale is not being
given  to  the  Internal  Revenue  Service  ("IRS"), who has filed a lien in the
California  Secretary  of  State's  office on or about July 19, 2000, and in San
Diego County on or about July 7, 2000.  NMT assumes the risk that the failure to
give  the  25  day  notice  did  not  extinguish the lien of the IRS against the
Collateral  and  hereby  indemnifies  Foothill  from  any such claim by the IRS,
including  Foothill's reasonable attorneys fees.  Nothing set forth herein is an
admission  that  such  notice  was  necessary  and  the  parties  contend to the
contrary,  since  the sale is occurring within 30 days of the proper recordation
by  the  IRS  of its lien as required by Section 7425(c) of the Internal Revenue
Code.


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     5.     Integrated  Agreement.  This  agreement  is  the final and exclusive
expression  of  the  agreement of Foothill and Buyer and no course of dealing or
usage  of  trade  or  course  of  performance  shall  be  relevant to explain or
supplement  any  term  expressed  herein.

     6.     Miscellaneous.  This  agreement  shall  be binding upon and inure to
the  benefit  of  and be enforceable by the respective successors and assigns of
the  parties  hereto.  This  agreement shall be construed in accordance with and
governed by the laws of the State of California.  This agreement may be executed
in  any  number  of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but  all  of  which  together  shall  constitute  one  and  the same instrument.

          6.1     In  the  event  of  a  dispute  regarding  the  terms  of this
Agreement,  the  prevailing  party  may  recover  its  reasonable  costs and its
attorneys  fees.

          6.2     This  Agreement  shall  be  governed  by  and  construed  in
accordance  with  the  laws  of  the  State  of  California.

          6.3     Venue; Jurisdiction; Jury Trial Waiver.  Foothill and NMT, and
each  of  them,  hereby:

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          6.3.1     Consent  to  the  jurisdiction of any state or federal court
located  in  California;

         6.3.2     Agree  that the exclusive venue of any proceeding respecting
this Agreement, the rights and obligations of the parties under this Agreement,
and of any dispute between Foothill and  NMT,  shall  be  a  court of competent
jurisdiction  located  in  Los  Angeles  County,  California;  and

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          6.3.3     IRREVOCABLY  WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY ACTION
OR  PROCEEDING  BASED  UPON,  OR  RELATED  TO,  THE SUBJECT MATTER OF THE CREDIT
AGREEMENT  OR ANY OTHER LOAN DOCUMENT OR THE INDEBTEDNESS.  THE FOREGOING WAIVER
OF  TRIAL  BY JURY IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY FOOTHILL
AND  NMT,  AND  EACH OF THEM ACKNOWLEDGES THAT FOOTHILL NOR ANY PERSON ACTING ON
BEHALF OF FOOTHILL HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF
TRIAL  BY  JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.  FOOTHILL AND NMT
FURTHER  ACKNOWLEDGE  THAT  THEY  HAVE  BEEN  REPRESENTED IN THE NEGOTIATION AND
EXECUTION  OF  THIS  AGREEMENT  AND  IN THE MAKING OF THIS WAIVER BY INDEPENDENT
LEGAL  COUNSEL,  SELECTED  OF  THEIR  OWN  FREE WILL, AND THAT THEY HAVE HAD THE
OPPORTUNITY  TO  DISCUSS  THIS  WAIVER  WITH  COUNSEL.  FOOTHILL AND NMT FURTHER
ACKNOWLEDGE  THAT  THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATION OF
THIS  PROVISION.

     IN WITNESS WHEREOF, the parties have executed this instrument this 17th day
of  August,  2000.
     "Foothill"


     By:/s/  Juan  Barrera
        ------------------
     Juan  Barrera
     Its:  Assistant  Vice  President


     "NMT,"  a  California  Corporation


     By:  /s/  Patrick  W.  Moore
        -------------------------
     Print  Name:  Patrick  W.  Moore
     Its:  CEO