Exhibit 10.39.1


                              AMENDED AND RESTATED
                    NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.
                           1998  STOCK  OPTION  PLAN


     1.     PURPOSE.   This  Stock Option Plan (the "Plan") is intended to serve
as  an  incentive  to,  and  to  encourage  stock ownership by, certain eligible
participants  rendering services to NATIONAL MANUFACTURING TECHNOLOGIES, INC., a
California  corporation (the "Corporation"), and certain affiliates as set forth
below,  so  that  they may acquire or increase their proprietary interest in the
Corporation.

     2.     ADMINISTRATION.

          2.1     Committee.  The  Plan  shall  be  administered by the Board of
Directors  of  the  Corporation  (the  "Board  of  Directors") or a compensation
committee  of  two  or  more  members  appointed  by the Board of Directors (the
"Committee") who are Non-Employee Directors as defined in Rule 16b-3 promulgated
under  Section 16 of the Securities Exchange Act of 1934 and an outside director
as  defined in Treasury Regulation   1.162-27(e)(3).  The Committee shall select
one  of its members as Chairman and shall appoint a Secretary, who need not be a
member  of  the  Committee.  The Committee shall hold meetings at such times and
places as it may determine and minutes of such meetings shall be recorded.  Acts
by  a  majority  of  the Committee in a meeting at which a quorum is present and
acts  approved in writing by a majority of the members of the Committee shall be
valid  acts  of  the  Committee.

          2.2     Term.  If  the  Board  of  Directors  selects a Committee, the
members  of  the  Committee  shall serve on the Committee for the period of time
determined  by  the  Board  of  Directors and shall be subject to removal by the
Board  of  Directors  at  any  time.  The  Board  of Directors may terminate the
function  of  the  Committee  at  any  time  and resume all powers and authority
previously  delegated  to  the  Committee.

          2.3     Authority.  The  Committee  shall  have  sole  discretion  and
authority  to  grant  options  under the Plan to eligible participants rendering
services  to  the Corporation or any "parent" or "subsidiary" of the Corporation
("Parent or Subsidiary"), as defined in Section 424 of the Internal Revenue Code
of  1986,  as  amended (the "Code"), at such times, under such terms and in such
amounts  as  it  may  decide.  For  purposes  of  this Plan and any Stock Option
Agreement (as defined below), the term "Corporation" shall include any Parent or
Subsidiary,  if  applicable.  Subject to the express provisions of the Plan, the
Committee  shall  have  complete  authority to interpret the Plan, to prescribe,
amend  and  rescind the rules and regulations relating to the Plan, to determine
the  details  and  provisions  of  any Stock Option Agreement, to accelerate any
options granted under the Plan and to make all other determinations necessary or
advisable  for  the  administration  of  the  Plan.

          2.4     Type  of  Option.  The Committee shall have full authority and
discretion to determine, and shall specify, whether the eligible individual will
be granted options intended to qualify as incentive options under Section 422 of
the  Code  ("Incentive  Options")  or  options which are not intended to qualify
under Section 422 of the Code ("Non-Qualified Options"); provided, however, that
Incentive  Options  shall  only be granted to employees of the Corporation, or a
Parent  or  Subsidiary  thereof, and shall be subject to the special limitations
set  forth  herein  attributable  to  Incentive  Options.

          2.5     Interpretation.  The  interpretation  and  construction by the
Committee  of any provisions of the Plan or of any option granted under the Plan
shall be final and binding on all parties having an interest in this Plan or any
option  granted  hereunder.  No  member of the Committee shall be liable for any
action  or  determination  made  in  good  faith with respect to the Plan or any
option  granted  under  the  Plan.

     3.     ELIGIBILITY.

          3.1     General.  All  directors,  officers  and  employees  of  the
Corporation,  or any Parent or Subsidiary, relative to the Corporation's, or any
Parent's  or  Subsidiaries',  management,  operation  or  development  shall  be
eligible  to  receive  options  under  the Plan.  The selection of recipients of
options  shall  be within the sole and absolute discretion of the Committee.  No
person  shall  be granted an Incentive Option under this Plan unless such person
is  an  employee  of  the Corporation, or a Parent or Subsidiary, on the date of
grant.  No  employee  shall be granted more than 150,000 options in any one year
period.

          3.2     Termination  of  Eligibility.

               3.2.1     If  an  optionee  ceases  to  be  employed  by  the
Corporation,  or  its Parent or Subsidiary, or is no longer an officer or member
of  the  Board  of Directors of the Corporation, or its Parent or Subsidiary for
any  reason  (other than for "cause," as hereinafter defined, or such optionee's
death),  any option granted hereunder to such optionee shall expire three months
after the date the occurrence giving rise to such termination of eligibility (or
1 year in the event an optionee is "disabled," as defined in Section 22(e)(3) of
the  Code)  or upon the date it expires by its terms, whichever is earlier.  Any
option  that  has  not vested in the optionee as of the date of such termination
shall  immediately  expire  and shall be null and void.  The Committee shall, in
its  sole and absolute discretion, decide, utilizing the provisions set forth in
Treasury  Regulations  1.421-7  (h),  whether  an authorized leave of absence or
absence  for  military or governmental service, or absence for any other reason,
shall  constitute  termination  of  eligibility  for  purposes  of this Section.

               3.2.2     If  an  optionee  ceases  to  be  employed  by  the
Corporation,  or  its Parent or Subsidiary, or is no longer an officer or member
of  the  Board  of Directors of the Corporation, or its Parent or Subsidiary and
such  termination  is  as  a result of "cause," as hereinafter defined, then all
options  granted  hereunder  to  such  optionee  shall expire on the date of the
occurrence  giving  rise  to such termination of eligibility or upon the date it
expires  by  its  terms,  whichever  is earlier, and such optionee shall have no
rights  with  respect  to  any  unexercised options.  For purposes of this Plan,
"cause"  shall  mean  an  optionee's  personal dishonesty, misconduct, breach of
fiduciary duty, incompetence, intentional failure to perform stated obligations,
willful  violation of any law, rule, regulation or final cease and desist order,
or any material breach of any provision of this Plan, any Stock Option Agreement
or  any  employment  agreement.

          3.3     Death  of  Optionee  and  Transfer of Option.  In the event an
optionee shall die, an option may be exercised (subject to the condition that no
option shall be exercisable after its expiration and only to the extent that the
optionee's  right  to  exercise  such  option  had  accrued  at  the time of the
optionee's  death)  at  any time within six months after the optionee's death by
the  executors or administrators of the optionee or by any person or persons who
shall  have  acquired  the  option  directly  from  the  optionee  by bequest or
inheritance.  Any  option  that has not vested in the optionee as of the date of
death  or  termination  of  employment,  whichever is earlier, shall immediately
expire  and  shall  be  null  and  void.  No option shall be transferable by the
optionee  other  than  by  will  or  the  laws  of  intestate  succession.

          3.4     Limitation  on  Options.  No  person  shall  be  granted  any
Incentive Option to the extent that the aggregate fair market value of the Stock
(as  defined  below) to which such options are exercisable for the first time by
the  optionee  during  any  calendar year (under all plans of the Corporation as
determined  under  Section  422(d)  of  the  Code)  exceeds  $100,000.

     4.     IDENTIFICATION  OF  STOCK.  The Stock, as defined herein, subject to
the  options  shall  be  shares  of the Corporation's authorized but unissued or
acquired  or  reacquired  common  stock  (the "Stock").  The aggregate number of
shares subject to outstanding options shall not exceed 1,500,000 shares of Stock
(subject to adjustment as provided in Section 6).  Notwithstanding the above, at
no  time shall the total number of shares of Stock issuable upon exercise of all
outstanding  options  and the total number of shares of Stock provided for under
any  stock  bonus or similar plan of the Corporation exceed 30% as calculated in
accordance  with  the  conditions  and  exclusions  of  260.140.45  of Title 10,
California  Code  of  Regulations,  based  on the shares of the issuer which are
outstanding  at  the  time  the  calculation  is  made.  If  any  option granted
hereunder shall expire or terminate for any reason without having been exercised
in  full,  the  unpurchased  shares subject thereto shall again be available for
purposes  of  this  Plan.

     5.     TERMS AND CONDITIONS OF OPTIONS.  Any option granted pursuant to the
Plan  shall be evidenced by an agreement ("Stock Option Agreement") in such form
as the Committee shall from time to time determine, which agreement shall comply
with  and  be  subject  to  the  following  terms  and  conditions:

          5.1     Number  of  Shares.  Each  option  shall  state  the number of
shares  of  Stock  to  which  it  pertains.

          5.2     Option  Exercise  Price.  Each  option  shall state the option
exercise  price,  which shall be determined by the Committee; provided, however,
that  (i)  the exercise price of any Incentive Option shall not be less than the
fair  market  value of the Stock, as determined by the Committee, on the date of
grant  of such option, (ii) the exercise price of any option granted to a person
who  owns more than 10% of the total combined voting power of all classes of the
Corporation's  stock,  as  determined  for  purposes of Section 422 of the Code,
shall not be less than 120% of the fair market value of the Stock, as determined
by  the  Committee,  on the date of grant of such option, and (iii) the exercise
price of any Non-Qualified Option shall not be less than 100% of the fair market
value of the Stock, as determined by the Committee, on the date of grant of such
option.

          5.3     Term of Option.  The term of an option granted hereunder shall
be  determined  by  the Committee at the time of grant, but shall not exceed ten
years  from  the date of the grant.  The term of any Incentive Option granted to
an  employee  who  owns  more than 10% of the total combined voting power of all
classes of the Corporation's stock, as determined for purposes of Section 422 of
the  Code,  shall  in  no  event  exceed five years from the date of grant.  All
options  shall be subject to early termination as set forth in this Plan.  In no
event  shall  any  option  be  exercisable  after  the  expiration  of its term.

          5.4     Method  of  Exercise.  An option shall be exercised by written
notice  to the Corporation by the optionee (or successor in the event of death).
Such  written  notice shall state the number of shares with respect to which the
option  is being exercised and designate a time, during normal business hours of
the Corporation, for the delivery thereof ("Exercise Date"), which time shall be
at  least  30  days after the giving of such notice unless an earlier date shall
have  been  mutually  agreed upon.  At the time specified in the written notice,
the  Corporation  shall  deliver  to the optionee at the principal office of the
Corporation,  or  such  other  appropriate  place  as  may  be determined by the
Committee,  a  certificate or certificates for such shares.  Notwithstanding the
foregoing,  the  Corporation  may  postpone  delivery  of  any  certificate  or
certificates  after  notice  of  exercise  for  such reasonable period as may be
required  to  comply  with any applicable listing requirements of any securities
exchange.  In  the event an option shall be exercisable by any person other than
the  optionee,  the  required  notice under this Section shall be accompanied by
appropriate  proof  of  the  right  of  such  person  to  exercise  the  option.

          5.5     Medium  and  Time of Payment.  The option exercise price shall
be  payable  in  full  on  or  before the option Exercise Date in any one of the
following  alternative  forms:

               5.5.1     Full  payment  in  cash  or certified bank or cashier's
check;

               5.5.2     Full  payment  in  shares of Stock having a fair market
value  on  the  Exercise  Date in the amount equal to the option exercise price;

               5.5.3     A  combination  of  the  consideration  set  forth  in
Sections  5.5.1  and  5.5.2  equal  to  the  option  exercise  price;  or

               5.5.4     Any  other  method  of  payment  complying  with  the
provisions  of  Section  422  of  the  Code  with  respect to Incentive Options,
including,  but  not  limited  to,  the  delivery  by optionee of an irrevocable
direction  to  a securities broker approved by the Corporation to sell the Stock
and  to  deliver all or part of the sales proceeds to the Corporation in payment
of  all  or  part of the exercise price and any withholding taxes, provided that
the  terms  of payment are established by the Committee at the time of grant and
any  other  method  of  payment  established  by  the  Committee with respect to
Non-Qualified  Options.

          5.6     Fair  Market Value.  The fair market value of a share of Stock
on  any  relevant  date  shall  be  determined  in accordance with the following
provisions:

               5.6.1     If the Stock at the time is neither listed nor admitted
to trading on any stock exchange nor traded in the over-the-counter market, then
the  fair  market  value  shall be determined by the Committee after taking into
account  such  factors  as  the  Committee  shall  deem  appropriate.

               5.6.2     If  the  Stock is not at the time listed or admitted to
trading  on any stock exchange but is traded in the over-the-counter market, the
fair  market  value  shall  be the mean between the highest bid and lowest asked
prices  (or, if such information is available, the closing selling price) of one
share  of  Stock on the date in question in the over-the-counter market, as such
prices  are  reported  by the National Association of Securities Dealers through
its  NASDAQ  system  or  any successor system.  If there are no reported bid and
asked  prices  (or closing selling price) for the Stock on the date in question,
then  the  mean  between  the  highest  bid price and lowest asked price (or the
closing  selling  price)  on  the  last preceding date for which such quotations
exist  shall  be  determinative  of  fair  market  value.

               5.6.3     If  the  Stock  is  at  the  time listed or admitted to
trading  on  any stock exchange, then the fair market value shall be the closing
selling  price  of  one  share  of  Stock  on  the date in question on the stock
exchange  determined by the Committee to be the primary market for the Stock, as
such  price  is  officially quoted in the composite tape of transactions on such
exchange.  If there is no reported sale of Stock on such exchange on the date in
question,  then  the fair market value shall be the closing selling price on the
exchange  on  the  last  preceding  date  for  which  such  quotation  exists.

          5.7     Right  to Exercise.  Except with respect to options granted to
officers  or directors of the Corporation, options granted pursuant to this Plan
shall  be  exercisable  or  "vest" at the rate of at least 20% per year over the
5-year  period  beginning on the date the option is granted.  Options granted to
officers and directors shall become exercisable or "vest," subject to reasonable
conditions such as continued employment and/or continued service on the Board of
Directors,  at  any  time  during  any  period  established  by the Corporation.
However, the maximum vesting period for options granted to officers or directors
will  be  five  years  from  the  date  of  grant.

          5.8     Rights  as a Shareholder.  An optionee or successor shall have
no rights as a shareholder with respect to any Stock underlying any option until
the  date  of the issuance to such optionee of a certificate for such Stock.  No
adjustment  shall  be made for dividends (ordinary or extra-ordinary, whether in
cash,  securities  or other property) or distributions or other rights for which
the record date is prior to the date such Stock certificate is issued, except as
provided  in  Section  6.

          5.9     Modification,  Extension  and  Renewal of Options.  Subject to
the  terms and conditions of the Plan, the Committee may modify, extend or renew
outstanding  options  granted  under  the  Plan,  or  accept  the  surrender  of
out-standing options (to the extent not exercised) and authorize the granting of
new  options  in  substitution  therefor.

          5.10     Other  Provisions.  The Stock Option Agreements shall contain
such  other provisions, including without limitation, restrictions or conditions
upon  the  exercise  of  options,  as  the  Committee  shall  deem  advisable.

     6.     ADJUSTMENTS  UPON  CHANGES  IN  CAPITALIZATION.

          6.1     Subdivision  or Consolidation.  Subject to any required action
by  shareholders  of  the  Corporation, the number of shares of Stock covered by
each  out-standing  option,  and  the  exercise  price  thereof,  shall  be
proportionately  adjusted  for  any increase or decrease in the number of issued
shares  of  Stock  of  the  Corpora-tion  resulting  from  a  subdivision  or
consolidation  of  shares, including, but not limited to, a stock split, reverse
stock  split, recapitalization, continuation or reclassification, or the payment
of a stock dividend (but only on the Stock) or any other increase or decrease in
the  number  of  such  shares  effected  without receipt of consideration by the
Corporation.  Any  fraction  of  a  share subject to option that would otherwise
result  from an adjustment pursuant to this Section shall be rounded downward to
the  next  full  number of shares without other compensation or consideration to
the  holder  of  such  option.

          6.2     Capital  Transactions.  Upon  a  sale  or  exchange  of all or
substantially all of the assets of the Corporation, a merger or consolidation in
which the Corporation is not the surviving corporation, a merger, reorganization
or  consolidation  in  which  the  Corporation  is the surviving corporation and
shareholders of the Corporation exchange their stock for securities or property,
a  liquidation  of  the  Corporation or similar transaction as determined by the
Committee  ("Capital  Transaction"), this Plan and each option issued under this
Plan,  whether  vested  or  unvested,  shall terminate immediately prior to such
Capital  Transaction;  provided,  however, that subject to terms approved by the
Committee,  all  optionees will have the right, during the 30 days prior to such
Capital  Transaction,  to  exercise  all  vested  options.  Notwithstand-ing the
foregoing,  in  the  event  there  is a Capital Transaction, all options granted
under  this  Plan  shall  vest  30  days prior to such Capital Transaction.  The
Committee  may, but shall not be obligated to, (i) accelerate the vesting of any
option  or  (ii)  apply  the foregoing provisions, including but not limited to,
termination  of  this  Plan and any options granted pursuant to the Plan, in the
event  there is a sale of 50% or more of the stock of the Corporation in any two
(2)  year  period  or  a  transaction  similar  to  a  Capital  Transaction.

          6.3     Adjustments.  To  the  extent  that  the foregoing adjustments
relate to stock or securities of the Corporation, such adjustments shall be made
by  the  Committee,  whose determination in that respect shall be final, binding
and  conclusive.

          6.4     Ability  to  Adjust.  The  grant  of an option pursuant to the
Plan  shall  not affect in any way the right or power of the Corporation to make
adjustments,  reclassifications,  reorganizations  or  changes of its capital or
business  structure  or  to  merge,  consolidate,  dissolve,  liquidate, sell or
transfer  all  or  any  part  of  its  business  or  assets.

          6.5     Notice of Adjustment.  Whenever the Corporation shall take any
action resulting in any adjustment provided for in this Section, the Corporation
shall  forthwith  deliver  notice  of such action to each optionee, which notice
shall  set  forth  the  number  of shares subject to the option and the exercise
price  thereof  resulting  from  such  adjustment.

          6.6     Limitation  on  Adjustments.  Any  adjustment,  assumption  or
substitution  of  an Incentive Option shall comply with Section 425 of the Code,
if  applicable.

7.     NONASSIGNABILITY.  Options  granted  under  this  Plan  may  not be sold,
pledged, assigned or transferred in any manner other than by will or by the laws
of intestate succession, and may be exercised during the lifetime of an optionee
only by such optionee.  Any transfer by the optionee of any option granted under
this  Plan  in  violation  of  this Section shall void such option and any Stock
Option Agreement entered into by the optionee and the Corporation regarding such
transferred option shall be void and have no further force or effect.  No option
shall  be pledged or hypothecated in any way, nor shall any option be subject to
execution,  attachment  or  similar  process.

8.     NO RIGHT OF EMPLOYMENT.  Neither the grant nor exercise of any option nor
anything in this Plan shall impose upon the Corporation or any other corporation
any  obligation  to employ or continue to employ any optionee.  The right of the
Corporation  and  any  other  corporation to terminate any employee shall not be
diminished  or  affected  because  an  option has been granted to such employee.

9.     TERM  OF PLAN.  This Plan is effective on the date the Plan is adopted by
the Board of Directors and options may be granted pursuant to the Plan from time
to  time  within  a  period of ten (10) years from such date, or the date of any
required  shareholder approval required under the Plan, if earlier.  Termination
of  the  Plan  shall  not  affect  any  option  theretofore  granted.

10.     AMENDMENT  OF  THE PLAN.  The Board of Directors of the Corporation may,
subject  to any required shareholder approval, suspend, discontinue or terminate
the  Plan,  or  revise or amend it in any respect whatsoever, including, but not
limited  to,  any  changes  required  pursuant  to any state securities rules or
regulations,  with  respect  to  any shares of Stock at that time not subject to
options.

11.     APPLICATION OF FUNDS.  The proceeds received by the Corporation from the
sale  of  Stock  pursuant to options may be used for general corporate purposes.

12.     RESERVATION  OF  SHARES.  The Corporation, during the term of this Plan,
shall  at all times reserve and keep available such number of shares of Stock as
shall  be  sufficient  to  satisfy  the  requirements  of  the  Plan.

13.     NO  OBLIGATION  TO EXERCISE OPTION.  The granting of an option shall not
impose  any  obligation  upon  the  optionee  to  exercise  such  option.

14.     APPROVAL  OF  BOARD  OF  DIRECTORS AND SHAREHOLDERS.  The Plan shall not
take  effect  until approved by the Board of Directors of the Corporation.  This
Plan  shall  be approved by a vote of the shareholders within 12 months from the
date  of approval by the Board of Directors.  In the event such shareholder vote
is  not  obtained,  all  options  granted hereunder, whether vested or unvested,
shall be null and void.  Further, any stock acquired pursuant to the exercise of
any  options  under  this  Agreement  may  not count for purposes of determining
whether  shareholder  approval  has  been  obtained.

15.     WITHHOLDING  TAXES.  Notwithstanding  anything  else  to the contrary in
this  Plan  or  any  Stock Option Agreement, the exercise of any option shall be
conditioned  upon  payment  by  such  optionee  in  cash,  or  other  provisions
satisfactory to the Committee, of all local, state, federal or other withholding
taxes  applicable,  in  the  Committee's  judgment,  to the exercise or to later
disposition  of  shares  acquired  upon  exercise  of  an  option (including any
repurchase  of  an  option  or  the  Stock).

16.     PARACHUTE  PAYMENTS.  Any  outstanding  option under the Plan may not be
accelerated to the extent any such acceleration of such option would, when added
to  the  present  value  of  other  payments in the nature of compensation which
becomes  due  and  payable  to  the optionee would result in the payment to such
optionee  of  an  excess  parachute payment under Section 280G of the Code.  The
existence  of  any such excess parachute payment shall be determined in the sole
and  absolute  discretion  of  the  Committee.

17.     SECURITIES  LAWS COMPLIANCE.  Notwithstanding anything contained herein,
the Corporation shall not be obligated to grant any option under this Plan or to
sell,  issue  or  effect  any  transfer  of  any  Stock unless such grant, sale,
issuance  or  transfer is at such time effectively (i) registered or exempt from
registration under the Act and (ii) qualified or exempt from qualification under
the  California  Corporate Securities Law of 1968 and any other applicable state
securities  laws.  As a condition to exercise of any option, each optionee shall
make  such  representations  as  may  be  deemed  appropriate  by counsel to the
Corporation for the Corporation to use any available exemption from registration
under  the  Act  or  any  applicable  state  securities  law.

18.     NOTICES.  Any  notice  to  be given under the terms of the Plan shall be
addressed  to  the Corporation in care of its Secretary at its principal office,
and any notice to be given to an optionee shall be addressed to such optionee at
the  address  maintained  by  the  Corporation  for such person or at such other
address  as  the  optionee  may  specify  in  writing  to  the  Corporation.

     As adopted by the Board of Directors as of February 12, 1998 and amended by
the  Board  of  Directors  as  of  November  6,  2000.


NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.,  a  California  corporation



     By: /s/ Patrick W. Moore
        ---------------------
         Patrick  W.  Moore