June 1,  2001



Celtic  Capital  Corporation
2951  28th  Street,  Suite  2030
Santa  Monica,  CA  90404

Attention:     Mr.  Mark  Hafner
               President


Ladies  and  Gentlemen:

     This  letter  agreement  sets forth the agreement of National Manufacturing
Technologies,  Inc.,  a  California  corporation  ("NMTI"), I-PAC Manufacturing,
Inc.,  a California corporation ("Electronics"), I-PAC Precision Machining, Inc.
("Sheet  Metal"),  National Metal Technologies ("NMT"), Comtel Holdings, Inc., a
Delaware  corporation  ("Comtel  Holdings"), and Alton Diversified Technologies,
Inc.,  a California corporation ("Alton"), to assist Celtic Capital Corporation,
a  California  corporation  ("Celtic"),  in  the  collection of certain accounts
receivable  of  Electronics,  Sheet  Metal  and  NMT  (the  "Receivables").

The undersigned are executing this letter agreement in order to induce Celtic to
approve  the  sale  of Electronics' and Sheet Metal's equipment and inventory to
Alton  pursuant  to  the Asset Purchase Agreement dated as of June 1, 2001 among
Electronics,  Sheet  Metal,  Alton  and NMTI.  Celtic has a security interest in
said  equipment  and  inventory  pursuant  to  each  of  the  Loan  and Security
Agreements  with  Electronics  and  Sheet  Metal  dated  as of June 18, 1999, as
amended  (the  "Loan  and  Security Agreements").  Each of Electronics and Sheet
Metal  is  in  default of its obligations to repay its debt under its respective
Loan  and  Security  Agreement.  Pursuant  to  the Loan and Security Agreements,
Celtic  may,  among  other  things,  exercise  all of the rights and remedies of
Electronics  and  Sheet  Metal  with  respect  to collection of the Receivables.

     Each of NMTI, Electronics, Sheet Metal, Comtel Holdings and Alton covenants
and  agrees  to  provide  promptly  to  Celtic  such  agreements,  instruments,
certificates and other documents, and to do and perform promptly such other acts
and  things,  as  Celtic  may reasonably request from time to time to facilitate
Celtic's collection of the Receivables.  Each of NMTI, Electronics, Sheet Metal,
Comtel  Holdings and Alton further covenants and agrees to act in good faith and
use  commercially  reasonable  efforts  (but  without incurring material cost or
expense)  to provide the documentation and assistance described in the preceding
sentence,  which  shall  include,  without  limitation,  the  following:

(1)     NMTI,  Electronics,  Sheet  Metal  and  NMT providing to Celtic any
information  reasonably requested thereby concerning the Receivables, including,
without  limitation,  the amount and aging of each account, the name and address
of each account debtor and a copy of all correspondence with each account debtor
regarding  each  account;  and


(2)     each  of Comtel Holdings and Alton using commercially reasonable efforts
(but  without  incurring  material  cost  or  expense) to influence each account
debtor to make full payment of the Receivables payable thereby, without discount
or  offset.

     This  letter  agreement  is  subject  to the terms of the Workout Agreement
dated  as  of  May  31, 2001 between Celtic and each of NMTI, Electronics, Sheet
Metal  and NMT and shall terminate on the date on which Celtic has been paid all
amounts  owed  thereto  by  NMTI,  Electronics,  Sheet  Metal  and  NMT.

     This  letter  agreement shall be governed by, and construed and enforced in
accordance  with,  the  internal  laws  of  the  State  of  California.

Very  truly  yours,

NATIONAL  MANUFACTURING  TECHNOLOGIES  INC.


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


I-PAC  MANUFACTURING,  INC.


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



IPAC  PRECISION  MACHINING,  INC.


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



NATIONAL  METAL  TECHNOLOGIES


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



COMTEL  HOLDINGS,  INC.


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



ALTON  DIVERSIFIED  TECHNOLOGIES,  INC.


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