Exhibit P
                                                     to Asset Purchase Agreement

                              EBITDA NOTE AGREEMENT

     This  Agreement  (the  "EBITDA  Note")  is  entered  into this _____ day of
_______________ 2001, between Alton Diversified Technologies, Inc. ("Purchaser")
and  National  Manufacturing  Technologies, Inc. ("Owner") with reference to the
following  facts:

A.     Pursuant  to (i) an Asset Purchase Agreement of even date herewith by and
among  Purchaser,  Owner,  I-PAC  Precision  Machining, Inc. ("Sheet Metal") and
I-PAC  Manufacturing,  Inc.  ("Electronics") (the "Sheet Metal APA") and (ii) an
Asset Purchase Agreement of even date herewith by and among Purchaser, Owner and
Electronics ("Electronics APA"), Purchaser has acquired substantially all of the
inventory  and  equipment identified in those agreements, and assumed certain of
the  obligations  of,  both  Sheet  Metal  and  Electronics.

B.     Owner  is  the  ultimate  corporate  parent of both Electronics and Sheet
Metal.

C.     As  a  part  of  the  above-referenced  transactions,  in addition to the
noncompetition  agreements of Sheet Metal and Electronics contained in the Sheet
Metal  APA and the Electronics APA, respectively, Owner has agreed to enter into
a  noncompetition  agreement with Purchaser in return for the payments described

in  this  EBITDA  Note.
Therefore,  in  consideration  of the foregoing and the mutual agreements of the
parties  hereto  set  forth  below,  Purchaser  and  Owner  agree  as  follows:

1.     Noncompetition.
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     (a)     Covenant  of  Owner.  For a period of five years from and after the
date  hereof,  Owner  hereby  covenants  and  agrees that it shall not engage or
participate,  directly  or  indirectly,  in  a  business in competition with the
business  conducted  by  either  Sheet  Metal or Electronics at their respective
premises  in  Vista  and  Carlsbad,  California,  and  Tijuana,  B.C.,  Mexico,
immediately  prior  to  the  Closing  Date  within the cities or counties of the
States of California and all other states west of the Mississippi River, as well
as  Mexico,  in  which  places  Sheet  Metal and Electronics conducted business.

(b)     Public  Policy  and  Law.  The parties to this Agreement expressly agree
that  it  is  not  their  intention to violate any public policy or statutory or
common  law.  The  parties  intend  that  the  covenant set forth above shall be
construed  as  a series of separate covenants, one for each city, county, state,
or nation within the specified geographic area, each of which covenants shall be
deemed  to  be identical.  If, in any judicial proceedings, a court shall refuse
to enforce any of the separate covenants deemed included in this Section 1, then
such  unenforceable  covenant  shall  be  deemed  to  be eliminated therefrom or
modified  to  the  extent  necessary  to  permit  it  and the remaining separate
covenants  to be enforceable.  Without limiting the generality of the foregoing,
if  any  court  of competent jurisdiction determines that the foregoing covenant
not  to  compete  is  invalid because of its length of time or geographic scope,
then the parties hereto agree that such covenant shall be reduced either or both
in  length  of  time  or  geographic  scope to the extent necessary to make such
covenant  enforceable  against  Owner.

     2.     Definitions.
            -----------

     (a)     "EBITDA":  Means  net  income in accordance with GAAP and inclusive
of  all  bonuses  accrued,  plus  any  provision  for  taxes,  interest expense,
amortization  expenses, depreciation expenses, any unusual losses in calculating
net  income  and  any  closing  costs  or  MapleWood Partners, L.P. fees and any
compensation  expense  deducted  from  net  income  attributable to transactions
involving  equity securities of the company, less any benefit for taxes included
in  net  income,  costs  charged  against  any purchase accounting reserves, any
unusual  gains, any compensation income added back to net income attributable to
transactions  involving  equity  securities  for the Company.  To the extent not
paid to Purchaser by the applicable Indemnifying Person (or excluded pursuant to
the  last  paragraph  of  Section  7.2 of the Sheet Metal APA or the Electronics
APA),  net  income  will  include  all  accruals  for  any financial liabilities
discovered  post-closing  that  violate  either  Sheet  Metal's  or Electronics'
representations as outlined in Article 3 of the Sheet Metal APA and Article 3 of
the  Electronics  APA,  respectively.

(b)     Other capitalized terms used herein and not otherwise defined shall have
the  definitions  ascribed  to  them  in  the  Electronics  APA,  except  that
"Indemnifying  Person"  shall  have  the  definition  ascribed  to  it  in  the
Electronics  APA  or  the  Sheet  Metal  APA  as  applicable.

     3.     Noncompetition  Payment.  Purchaser  shall  pay to the Owner, if the
Owner  is  entitled  thereto under the terms and conditions contained herein, an
amount  equal  to  up  to  50%  of  Measurement  EBITDA  as  defined  below (the
"Noncompetition  Payment"),  determined  as  follows and paid in accordance with
Section  4  hereof:

     (a)     EBITDA for the aggregate operations of the Sheet Metal business and
the  Electronics business located at all of the Premises described in either the
Sheet  Metal  APA  or  the  Electronics  APA (collectively, the "Sheet Metal and
Electronics  Business") for the first three full calendar months of operation by
Purchaser  following  the  Closing  Date  shall  be  calculated  and reviewed by
Purchaser's  independent  public  accountants  in  accordance  with  GAAP
("Transitional  EBITDA").

(b)     EBITDA  for  the aggregate operations of the Sheet Metal and Electronics
Business  for the 12 months commencing with the fourth full calendar month after
the  Closing  Date  shall  be calculated and reviewed by Purchaser's independent
public  accountants  in  accordance  with  GAAP  ("Measurement  EBITDA").

(c)     If  the Transitional EBITDA is negative, the Measurement EBITDA shall be
reduced  by  the  negative  Transitional  EBITDA  multiplied  by  two.

(d)     Measurement  EBITDA,  as  adjusted pursuant to Section 3(c) hereof,
shall  be  divided  by  two  to  determine  the  Noncompetition  Payment.  The
Noncompetition Payment  shall be reduced by 50% of the accrued vacation payments
due  to  employees of Sheet Metal and Electronics which Purchaser elects to hire
as  of  the  date  hereof.

     4.     Payment  Terms.  EBITDA  for  purposes  of  calculating  the
Noncompetition  Payment  shall  be  determined  within 60 days of the end of the
12-month  Measurement  EBITDA  period  or the Short EBITDA Measurement Period as
defined below.  Any payment to which the Owner is entitled pursuant to Section 3
above  shall  be paid in 48 equal payments to the Owner by Purchaser check, with
interest at Wall Street Journal "prime rate" plus 1.25%, commencing on the first
business  day  of  the  third  month  after completion of the Measurement EBITDA
period  and  continuing for 47 consecutive additional months; provided, however,
that  payment  of  the  remaining balance of any Noncompetition Payment shall be
accelerated  to  occur simultaneously with the closing of any sale of a majority
of  the  stock  or  substantially  all of the assets of Purchaser or Purchaser's
parent  company.  If  not  paid  by  the  applicable  Indemnifying  Person,  the
Noncompetition Payment shall be reduced to compensate Purchaser for any breaches
of the warranties and representations of Sheet Metal or Electronics contained in
the  Sheet Metal APA or the Electronics APA which exceed an aggregate of $50,000
("Warranty  Adjustment").  In  the  event  of a Warranty Adjustment, the monthly
payments  of  the  remaining  balance  of  the  Noncompetition  Payment shall be
appropriately  reduced.  If Purchaser or its parent company is sold prior to the
end  of the 12 month period described in Section 3(b) above (such period of less
than  12  months  being  referred  to  herein  as  the "Short EBITDA Measurement
Period"),  the  Noncompetition Payment shall be an amount equal to 80% of EBITDA
for  the Short EBITDA Measurement Period, up to a maximum of $2,227,000, reduced
as set forth in Section 3(c) and the second sentence of Section 3(d) hereof, and
shall  be  paid  at,  or  promptly  after,  the  closing  of  such  sale.

     5.     Remedy  for  Breach  of  Noncompetition  Agreement.

     (a)     The  parties  acknowledge  and agree that the remedy at law for any
breach  of  the  foregoing  noncompetition agreement will be inadequate and that
Purchaser  shall  be  entitled,  in addition to any remedy at law, to injunctive
relief.

(b)     Pending  a  determination  of  actual  damages caused by a breach of the
foregoing  noncompetition agreement, Purchaser shall be entitled to withhold any
payments  due  to  Owner  pursuant  to  Sections  3 and 4 hereof.  Such withheld
payments  shall  continue  to  bear interest at the rate prescribed in Section 4
hereof; provided however, that such interest shall not be deemed to have accrued
to  the  extent that all or any portion of such withheld amount is determined to
be  a  part  of  the  actual  damages  suffered by Purchaser for Owner's breach.

     6.     Miscellaneous.  Applicable  portions  of Sections 8.1 (Notices), 8.5
(Governing  Law;  Venue),  8.9  (Severability),  8.10  (Counterparts),  and 8.11
(Dispute  Resolution)  of  the  Electronics  APA are incorporated herein by this
reference.

PURCHASER:

ALTON  DIVERSIFIED  TECHNOLOGIES,  INC.
By: /S/ Lyle Jensen
    ---------------
    Lyle  Jensen,  CEO     OWNER:

NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.
By: /S/Patrick W. Moore
    -------------------
    Name: Patrick W. Moore
    Title: CEO