EQUIPMENT NOTE
                                 --------------

                                  (ELECTRONICS)


$454,730.00                                                       June  1,  2001


     FOR VALUE RECEIVED, the undersigned ALTON DIVERSIFIED TECHNOLOGIES, INC., a
California  corporation  ("Alton"), hereby promises to pay to the order of I-PAC
MANUFACTURING,  INC.,  a  California  corporation  (including  its  permitted
successors,  transferees  and  assigns,  "Electronics"  or  "Payee"), c/o Celtic
Capital Corporation at its office at 2951 28th Street, Suite 2030, Santa Monica,
CA  90405  or  at  such other place as Payee may designate in writing, in lawful
money  of  the  United States of America and in immediately available funds, the
principal  amount  of  four  hundred  fifty-four  thousand  seven hundred thirty
dollars  ($454,730.00)  (the "Loan"), with interest thereon from the date hereof
until maturity, at a fluctuating rate per annum equal at all times to the sum of
(a)  the  rate  of interest per annum announced by Wells Fargo Bank, N.A. at its
head  office  in San Francisco, California from time to time as its "prime rate"
or  "reference  rate"  plus  (b)  one and one-quarter percent (1.25%) per annum.

     Interest  on the Loan shall be payable in arrears on the first business day
of each calendar month, commencing on July 2, 2001, and on the date on which the
Loan  is paid in full.  Principal of the Loan shall be payable in 36 consecutive
installments as follows:  (1) 35 installments of $12,957.78 each, payable on the
first  business  day of each calendar month, commencing on September 3, 2001 and
ending on July 1, 2004, and (2) a final installment in the amount of $12,957.70,
payable  on  August  2,  2004.

     Any  amount of principal or interest on this Note that is not paid when due
shall  bear  interest,  payable on demand, until such amount is paid in full, at
the  rate  of  12%  per  annum.

     This Note is entered into pursuant to the Asset Purchase Agreement dated as
of June 1, 2001 among Electronics, I-PAC Precision Machining, Inc., a California
corporation  ("Sheet  Metal"),  Alton  and  National Manufacturing Technologies,
Inc.,  a  California  corporation,  and  evidences  part  of  the purchase-price
obligations thereunder.  The obligations of Alton under this Note are secured by
the  Security Agreement dated as of June 1, 2001 (the "Security Agreement") made
by  Alton  in  favor  of  Electronics  and  Sheet  Metal.

     If an Event of Default (as defined in the Security Agreement) occurs and is
continuing,  Payee  may,  by  notice  to  Alton,  declare the Loan, all interest
thereon  and  all  other amounts payable under this Note to be forthwith due and
payable,  whereupon the Loan, all such interest and all such other amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further  notice  of any kind, all of which are hereby expressly waived by Alton.
No  failure to exercise, or delay in exercising, any right hereunder on the part
of  Payee  shall  operate  as  a  waiver  of  any  such  rights.

     Alton  and  Payee  intend  that  the  Loan be in strict compliance with any
applicable  usury  law.  In furtherance thereof, Alton and Payee agree that none
of  the  terms  of this Note shall ever be construed to create a contract to pay
interest  or  its  equivalent  at  a rate in excess of the maximum interest rate
permitted  by applicable law.  Accordingly, if a court determines that the usury
law  of  any  jurisdiction  applies  to  the  Loan:  (1)  neither  Alton nor any
endorsers  or other parties now or hereafter becoming liable for payment of this
Note  shall ever be required to pay interest on this Note at a rate in excess of
the  maximum interest that may be lawfully charged under applicable law, and the
provisions  of  this  paragraph  shall control over all other provisions of this
Note;  (2)  if the maturity of this Note is accelerated for any reason or if the
principal  of  this Note is paid before the end of the term of this Note, and in
either case the interest received for the actual period of existence of the Loan
would  be unlawful, Payee will, at its option, either refund to Alton the amount
of such excess or credit the amount of such excess against the principal balance
of  this  Note  then outstanding; and (3) in the event that Payee collects money
that is deemed to constitute interest that would increase the effective interest
rate  on  this Note to a rate in excess of that permitted by applicable law, all
such  sums deemed to constitute interest in excess of the legal rate shall, upon
such  determination,  at  Payee's  option,  be  immediately returned to Alton or
credited  against  the  principal  balance  of  this  Note  then  outstanding.

     Alton  will  reimburse  Payee for all reasonable attorneys' fees, costs and
expenses  incurred by Payee in connection with the enforcement of Payee's rights
under  this  Note,  including,  without  limitation, for (1) trial and appellate
proceedings,  out-of-court  negotiations,  workouts  and  settlements  and  (2)
enforcement  of  Payee's  rights  under any state or federal statute, including,
without  limitation,  in  protecting  Payee's  security  and  in  bankruptcy and
insolvency  proceedings.

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

                         ALTON  DIVERSIFIED  TECHNOLOGIES,  INC.


                         By: /S/ Lyle Jensen
                             ---------------
                         Name: Lyle Jensen
                         Title: Chief Executive Officer



                         Pay  to  the  order  of  Celtic  Capital  Corporation,
                         with  full  recourse.

                         I-PAC  MANUFACTURING,  INC.


                         By: /S/ Patrick W. Moore
                            ---------------------
                         Name: Patrick W. Moore
                         Title: Chief Executive Officer