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                                                                   EXHIBIT 10.74
                      NON-QUALIFIED  STOCK  OPTION  AGREEMENT


THIS  NON-QUALIFIED  STOCK OPTION AGREEMENT ("Agreement") is made by and between
NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.,  a  California  corporation  (the
"Corporation"),  and  (the  "Optionee").

NOW,  THEREFORE,  in consideration of the mutual benefit to be derived herefrom,
the  Corporation  and  Optionee  agree  as  follows:

1.  Grant  of Option.  The Corporation hereby grants to Optionee, subject to all
the  terms and provisions of the NATIONAL MANUFACTURING TECHNOLOGIES, INC., 1998
Stock  Option  Plan  dated  February  12,  1998, as such Plan may be hereinafter
amended,  a  copy  of  which  is attached hereto and incorporated herein by this
reference  (the  "Plan"), the right, privilege and option ("Option") to purchase
29,333  shares of its common stock ("Stock") at $1.2375 per share, in the manner
and  subject  to  the  conditions  provided  hereinafter and in the Plan and any
amendments  thereto  and  any  rules  and  regulations  thereunder.

2.  Time  of  Exercise  of Option.  The Option shall vest in Optionee and may be
exercised  by Optionee as set forth on Exhibit "A" hereto.  Any exercise may be
with  respect to any part or all of the shares then exercisable pursuant to such
Option, provided that the minimum number of shares exercisable at any time shall
not  be  less  than  100 shares or the balance of shares for which the Option is
then exercisable.  Except as otherwise provided in the Plan, including, but not
limited  to,  Section 3.2.2, such Option must be exercised within the earlier of
(i)  10  years  after  the  date of the grant, or (ii) 3 months after Optionee's
termination of employment with either the Corporation, or a Parent or Subsidiary
thereof;  provided,  however,  such  rights  shall be extended as more fully set
forth  in  Section 3.3 of the Plan in the case of Optionee's death.  In no event
shall  the  Corporation be required to transfer fractional shares to Optionee or
those  entitled  to  Optionee's  rights  herein.

3.  Method  of Exercise.  The Option shall be exercised by Optionee as set forth
in  Sections  5.4  and  5.5  of  the  Plan.

4.  Restrictions on Exercise and Delivery.  The exercise of each Option shall be
subject  to the condition that, if at any time the Committee shall determine, in
its  sole  and  absolute  discretion,

(1) the satisfaction of any withholding tax or other withholding liabilities, is
necessary  or  desirable as a condition of, or in connection with, such exercise
or  the  delivery  or  purchase  of  Stock  pursuant  thereto,

(2)  the  listing, registration, or qualification of any shares deliverable upon
such  exercise  is  desirable or necessary, under any state or federal law, as a
condition  of,  or in connection with, such exercise or the delivery or purchase
of  shares  pursuant  thereto,  or

(3)  the consent or approval of any regulatory body is necessary or desirable as
a condition of, or in connection with, such exercise or the delivery or purchase
of  shares  pursuant  thereto,

then  in  any  such  event,  such  exercise  shall  not be effective unless such
with-holding,  listing,  registration,  qualification, consent or approval shall
have  been  effected  or  obtained free of any conditions not acceptable to the
Committee.  Optionee shall execute such documents and take such other actions as
are required by the Committee to enable it to effect or obtain such withholding,
listing,  registration,  qualification,  consent  or  approval.  Neither  the
Corporation  nor any officer or director, or member of the Committee, shall have
any  liability with respect to the non-issuance or failure to sell shares as the
result  of  any  suspensions of exercisability imposed pursuant to this Section.

5. Termination of Option.  Except as otherwise provided in this Agreement or the
Plan,  to  the  extent not previously exercised, the Option shall terminate upon
the  first  to  occur  of  any  of  the  following  events:

(1)  the  dissolution  or  liquidation  of  the  Corporation;

(2)  the  expiration  of  10  years  from  the  date  of the grant of the Option
hereunder;

(3)  the  breach  by  Optionee  of  any  provision  of  this  Agreement;

(4)  as  more  fully  set  forth  in  Section  3.2.1  of the Plan, 90 days after
termination  of  employment  other  than  for  "cause";

(5)  as  more  fully  set  forth in Section 3.2.2 of the Plan, upon or as of the
occurrence  of  an  event  giving rise to termination of employment for "cause";

(6)  as  more  fully  set  forth in Section 3.3 of the Plan, six months after an
optionee's  death;  or

(7)  as  more  fully  set  forth  in  Section 6.2 of the Plan, in the event of a
Capital  Transaction.

6.  Nonassignability.  Options 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 Optionee only by Optionee.  Any transfer by
Optionee  of any Option granted under the Plan or this Agreement shall void such
Option and the Corporation shall have no further obligation with respect to such
Option.  No  Option  shall  be pledged or hypothecated in any way, nor shall any
Option  be  subject  to  execution,  attachment  or  similar  process.

7.  Rights  as  Shareholder.  Neither  Optionee nor his executor, administrator,
heirs  or  legatees, shall be, or have any rights or privileges of a shareholder
of  the  Corporation  in  respect  of  the  Stock  unless and until certificates
representing  such  Stock  shall  have  been  issued  in  Optionee's  name.

8.  Restrictive  Legends.  Each  certificate  evidencing  the  shares  acquired
hereunder,  including any certificate issued to any transferee thereof, shall be
imprinted  with  legends  substantially  in  the  form  set  forth  in the Plan.

9.  No  Right  of  Employment.  Neither the grant nor exercise of any Option nor
anything  in the Plan or this Agreement 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.

10.  Mandatory Arbitration.  In the event of any dispute between the Corporation
and  Optionee regarding this Agreement or the Plan, the dispute and any issue as
to  the  arbitrability  of  such dispute, shall be settled to the exclusion of a
court  of  law,  by  arbitration  in  San Diego, California, by a panel of three
arbitrators  (each  party  shall  choose  one  arbitrator and the third shall be
chosen  by  the  two  arbitrators so selected) in accordance with the Commercial
Arbitration  Rules  of the American Arbitration Association then in effect.  The
decision  of  a  majority of the arbitrators shall be final and binding upon the
parties.  All  costs of the arbitration and the fees of the arbitrators shall be
allocated between the parties as determined by a majority of the arbitrators, it
being  the  intention  of  the  parties  that  the  prevailing  party  in such a
proceeding  be  made  whole  with  respect  to  its  expenses.

11. Definitions.  Capitalized terms shall have the meaning set forth in the Plan
unless  otherwise  defined  herein.

12.  Notices.  Any notice to be given under the terms of this Agreement shall be
addressed  to  the Corporation in care of its Secretary at its principal office,
and  any  notice  to be given to 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.

13.  Binding  Effect.  This  Agreement  shall  be  binding upon and inure to the
benefit  of  Optionee,  his  heirs  and  successors, and of the Corporation, its
successors  and  assigns.

14. Governing Law.  This Agreement shall be governed by the laws of the State of
California.

15.  Descriptive  Headings.  Titles  to  Sections  are  solely  for  information
purposes.

16.  Application of Plan.  The Corporation has delivered and the Optionee hereby
acknowledges  receipt  of a copy of the Plan.  The parties agree and acknowledge
that the Option granted hereunder is granted pursuant to the Plan and subject to
the  terms and provisions thereof, and the rights of the Optionee are subject to
modifications  and  termination  in  certain  events  as  provided  in the Plan.

IN  WITNESS  WHEREOF,  this  Agreement is effective as of, and the date of grant
shall  be,  OCTOBER  1,  2000.


NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.,  a  California  corporation



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


OPTIONEE


/s/  William  L.  Grivas
------------------------
William  L.  Grivas


<PAGE>

                                   EXHIBIT "A"

                                VESTING SCHEDULE
                                       TO
                      NON-QUALIFIED STOCK OPTION AGREEMENT


                    DATE                       %  VESTED
                    ----                       ---------
                    October  1,  2000          100%