ASSIGNMENT
                                       OF
                NOTES, SECURITY AGREEMENT AND LANDLORD AGREEMENTS



     This  Assignment is made and entered into as of June 1, 2001 by and between
(1) each of I-PAC MANUFACTURING, INC., a California corporation ("Electronics"),
and  I-PAC  PRECISION MACHINING, INC., a California corporation ("Sheet Metal"),
and  (2)  CELTIC  CAPITAL  CORPORATION,  a  California  corporation  ("Celtic").


                                    Recitals

     A.     Alton  Diversified  Technologies,  Inc.,  a  California  corporation
("Alton"),  has  executed  the  following  promissory  notes  (the "Notes"):  an
Equipment  Note  (Electronics)  dated  May  31,  2001 in the principal amount of
$454,730  in  favor  of  Electronics  (the  "Electronics  Equipment  Note"),  an
Equipment  Note  (Sheet  Metal)  dated  May  31, 2001 in the principal amount of
$1,546,900  in  favor  of  Sheet  Metal  (the  "Sheet Metal Equipment Note"), an
Inventory  Note  (Electronics)  dated  May  31,  2001 in the principal amount of
$__________  in  favor  of Electronics (the "Electronics Inventory Note") and an
Inventory  Note  (Sheet  Metal)  dated  May  31, 2001 in the principal amount of
$__________  in  favor  of  Sheet  Metal  (the  "Sheet  Metal  Inventory Note").

     B.     Alton  has  executed  a  Security Agreement dated as of June 1, 2001
(the  "Security  Agreement")  in  favor of Electronics and Sheet Metal to secure
Alton's  obligations  to  Electronics  and  Sheet  Metal  under  the  Notes.

     C.     Alton, Electronics and Cabot Industrial Properties, L.P., a Delaware
limited  partnership  ("Cabot"),  have  executed a Landlord's Consent and Waiver
dated  as  of  May  __,  2001 (the "Electronics Landlord Agreement"), and Alton,
Sheet  Metal  and  Square  One Development Corporation, a California corporation
("Square One"), have executed a[n] [Agreement With Landlord] dated as of May __,
2001  (the  "Sheet  Metal  Landlord  Agreement"  and,  collectively  with  the
Electronics  Landlord  Agreement,  the  "Landlord  Agreements").

     D.     National  Manufacturing Technologies, Inc., a California corporation
("NMTI"),  Electronics,  Sheet  Metal, National Metal Technologies, a California
corporation ("NMT") and Celtic have entered into a Workout Agreement dated as of
June 1, 2001 (the "Workout Agreement"), pursuant to which Electronics has agreed
to  assign  to  Celtic the Electronics Equipment Note, the Electronics Inventory
Note,  the  Security  Agreement and the Electronics Landlord Agreement and Sheet
Metal  has  agreed to assign to Celtic the Sheet Metal Equipment Note, the Sheet
Metal  Inventory  Note,  the  Security  Agreement  and  the Sheet Metal Landlord
Agreement.  It  is  a  condition  precedent  to the effectiveness of the Workout
Agreement  that  Electronics  and Sheet Metal enter into, and that Alton consent
to,  this Assignment.  Accordingly, the parties hereby agree as set forth below.


     1.     Assignment  by  Electronics.  For value received, Electronics hereby
assigns,  grants  and  transfers  to Celtic all of Electronics' right, title and
interest  in  and  to  the Electronics Equipment Note, the Electronics Inventory
Note,  the Security Agreement and the Electronics Landlord Agreement, and Celtic
hereby  accepts  such  assignment.  Concurrently  with  the  execution  of  this
Assignment,  Electronics  has  delivered  to  Celtic  the  original  Electronics
Equipment  Note,  the  original  Electronics  Inventory Note, an original of the
Security  Agreement  and an original of the Electronics Landlord Agreement.  The
Electronics  Equipment  Note  and  the Electronics Inventory Note have been duly
endorsed  by  Electronics  to  Celtic,  in  a  form  acceptable  to  Celtic.

     2.     Assignment  by  Sheet Metal.  For value received, Sheet Metal hereby
assigns,  grants  and  transfers to Celtic all of Sheet Metal's right, title and
interest  in  and  to  the Sheet Metal Equipment Note, the Sheet Metal Inventory
Note,  the Security Agreement and the Sheet Metal Landlord Agreement, and Celtic
hereby  accepts  such  assignment.  Concurrently  with  the  execution  of  this
Assignment,  Sheet  Metal  has  delivered  to  Celtic  the  original Sheet Metal
Equipment  Note,  the  original  Sheet  Metal Inventory Note, an original of the
Security  Agreement  and an original of the Sheet Metal Landlord Agreement.  The
Sheet  Metal  Equipment  Note  and the Sheet Metal Inventory Note have been duly
endorsed  by  Sheet  Metal  to  Celtic,  in  a  form  acceptable  to  Celtic.

     3.     Rights  of  Celtic.  On  and  after the date hereof, Celtic shall be
entitled to exercise all of the rights, powers and privileges of Electronics and
Sheet  Metal  with respect to the Notes, the Security Agreement and the Landlord
Agreements,  and  neither  Electronics  nor  Sheet  Metal shall have any further
right,  title  or  interest in or to any of the Notes, the Security Agreement or
the  Landlord Agreements; provided, however, that, if all of the amounts owed to
Celtic  by  Electronics, Sheet Metal, NMTI and NMT, as referenced in the Workout
Agreement,  are  paid  in  full, then Celtic will assign the Notes, the Security
Agreement  and  the  Landlord  Agreements  back  to Electronics and Sheet Metal.

     4.     Covenants  of Assignors.  Each of Electronics and Sheet Metal hereby
covenants  that  it  will,  at  any  time  and  from time to time, upon Celtic's
reasonable  request  therefor, execute and deliver to Celtic or any successor or
assign  thereof  any  new  or  confirmatory instruments or documents, and do and
perform  any  and  all other acts that Celtic or any successor or assign thereof
may  reasonably  request,  in  order  to  (a) fully assign, transfer and vest in
Celtic  or any successor or assign thereof the Notes, the Security Agreement and
the  Landlord  Agreements, (b) protect Celtic's right, title and interest in and
to  the  Notes,  the  Security  Agreement  and  the  Landlord Agreements and (c)
otherwise  permit  Celtic to realize upon or enjoy its right, title and interest
in  and  to  the  Notes,  the  Security  Agreement  and the Landlord Agreements.

     5.     Binding.  This  Assignment  shall  be  binding upon and inure to the
benefit  of  the  parties  and  their  respective  successors  and  assigns.

     6.     Workout  Agreement.  This  Assignment is subject to the terms of the
Workout  Agreement.

     7.     Governing  Law.  This Assignment shall be governed by, and construed
and  enforced in accordance with, the laws of the State of California applicable
to  contracts  made  and  performed  in  the  State  of  California.

     8.     Counterparts.  This  Assignment  may  be  executed  in  two  or more
counterparts,  each  of  which  shall  be  deemed  an original and each of which
together  shall  constitute  the  same  instrument.


I-PAC  MANUFACTURING,  INC.


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



I-PAC  PRECISION  MACHINING,  INC.

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


CELTIC  CAPITAL  CORPORATION


By: /S/ Mark Hafner
    --------------------
Name: Mark Hafner
Title:

<PAGE>
                    CONSENT TO ASSIGNMENT OF NOTES, SECURITY
                        AGREEMENT AND LANDLORD AGREEMENTS



     As  of  the  date  first  written  above,  Alton  hereby  (1)  consents  to
Electronics'  and  Sheet Metal's assignment of the Notes, the Security Agreement
and  the Landlord Agreements to Celtic, (2) agrees to make all payments required
under  the  Notes directly to Celtic, unless and until notified by Celtic to the
contrary,  and  (3)  agrees  to  perform the Security Agreement and the Landlord
Agreements  for  the  benefit  of  Celtic  as  secured  party.


     ALTON  DIVERSIFIED  TECHNOLOGIES,  INC.


          By:
          Name:
          Title:





             CONSENT TO ASSIGNMENT OF ELECTRONICS LANDLORD AGREEMENT



     As  of  the  date  first  written  above,  Cabot  hereby  (1)  consents  to
Electronics'  assignment of the Electronics Landlord Agreement to Celtic and (2)
agrees  to  perform the Electronics Landlord Agreement for the benefit of Celtic
as  secured  party.


     CABOT  INDUSTRIAL  PROPERTIES,  L.P.


          By:
          Name:
          Title:





             CONSENT TO ASSIGNMENT OF SHEET METAL LANDLORD AGREEMENT



     As of the date first written above, Square One hereby (1) consents to Sheet
Metal's  assignment  of  the  Sheet  Metal  Landlord Agreement to Celtic and (2)
agrees  to  perform the Sheet Metal Landlord Agreement for the benefit of Celtic
as  secured  party.


SQUARE  ONE  DEVELOPMENT  CORPORATION


          By:
          Name:
          Title: