EXHIBIT  10.57.4

TERM  NOTE
$700,000                                                  August  14,2000

          FOR  VALUE  RECEIVED,  the  undersigned National Metal Technologies, a
California  corporation, and each other signer of this Note (the undersigned and
each  such  other  signer collectively called "Borrower"), jointly and severally
promise  to  pay  to  the order of CELTIC CAPITAL CORPORATION ("Lender"), at its
office  at  2951  28th  Street, Suite 2030, Santa Monica, California 90405 or at
such  other  place  as  Lender  may designate in writing, in lawful money of the
United  States  of  America  and  in  immediately available funds, the principal
amount  of  seven hundred thousand dollars ($700,000.00) (the "Term Loan"), with
interest  thereon  from  the  date  on  which  the  Term Loan is disbursed until
maturity,  at  a fluctuating rate per annum equal at all times to the sum of the
Prime  Rate  (as  defined  in  the  Loan  Agreement referred to below) plus four
percent  (4%)  per annum.  Terms defined in the Loan Agreement and not otherwise
defined  herein  have  the  same  respective  meanings  when  used  herein.

          Interest on the Term Loan shall be payable in arrears on the first day
of  each  calendar  month,  commencing  on September 1, 2000, and on the date on
which  the  Term  Loan  is  paid  in  full.  Principal of the Term Loan shall be
payable  in  22  consecutive  installments  as  follows:  (1) 21 installments of
$14,600.00  each,  payable on the 15th day of each calendar month, commencing on
September 15, 2000 and ending on May 15, 2002; and (2) a final installment equal
to  the  entire  unpaid  principal balance of the Term Loan, payable on June 15,
2002;  provided,  however,  that  the entire unpaid principal amount of the Term
Loan  shall  in  any  event be due and payable on the Termination Date, together
with  all  accrued  and  unpaid  interest  thereon.

          Any  unpaid  payments of principal or interest on this Note shall bear
additional  charges  as  set  forth  in  the  Loan  Agreement.

          This  Note  is  the  "Term  Note" referred to in the Loan and Security
Agreement  dated  as  of  June 18, 1999 (as amended from time to time, the "Loan
Agreement")  between  Borrower  and Lender and is governed by the terms thereof.
The  Loan Agreement, among other things, (1) provides for the making of the Term
Loan  by  Lender  to  Borrower  in  an aggregate amount not to exceed the dollar
amount  first  set  forth above, the indebtedness of the Borrower resulting from
the  Term  Loan  being  evidenced  by this Note, and (2) contains provisions for
acceleration  of the maturity hereof upon the happening of certain stated events
and  also  for  prepayments  on  account of principal hereof before the maturity
hereof  upon the terms and conditions specified therein.  The obligations of the
Borrower  under  this  Note, and the other obligations of the Borrower under the
Documents,  are  secured  by  the  Collateral  as  provided  in  the  Documents.

          Borrower  hereby waives presentment, demand, protest and notice of any
kind.  No  failure  to exercise, or delay in exercising, any rights hereunder on
the  part  of  the  holder  hereof shall operate as a waiver of any such rights.

THIS  NOTE  SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE  LAWS  OF  THE  STATE  OF  CALIFORNIA.


                                        NATIONAL  METAL  TECHNOLOGIES
                                        A  California  corporation

                                        By:  /s/  Patrick  W.  Moore
                                            ------------------------
                                        Name:  Patrick  W.  Moore
                                        Title:        CEO
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