SECURITY AGREEMENT
                               ------------------



     This  Agreement,  dated  as  of  June 1, 2001, is made by ALTON DIVERSIFIED
TECHNOLOGIES,  INC., a California corporation (the "Grantor"), in favor of I-PAC
MANUFACTURING,  INC.,  a  California  corporation  ("Electronics"),  and  I-PAC
PRECISION  MACHINING,  INC.,  a  California  corporation  ("Sheet  Metal"  and,
collectively  with  Electronics,  the  "Secured  Party").


                                    Recitals
                                    --------

A.     Electronics,  Sheet  Metal,  the  Grantor  and  National  Manufacturing
Technologies,  Inc.,  a  California  corporation  ("NMTI"), have entered into an
                                                    ----
Asset  Purchase  Agreement  dated  as  of  May  31,  2001 whereby the Grantor is
purchasing  certain  equipment, among other property, from Electronics and Sheet
Metal.  In  payment  of  the  purchase  price  for  such  equipment, the Grantor
executed  an  Equipment  Note  (Electronics)  dated  May  31,  2001  in favor of
Electronics  in  the principal amount of $454,730.00 (the "Electronics Equipment
Note")  and an Equipment Note (Sheet Metal) dated June 1, 2001 in favor of Sheet
Metal in the principal amount of $1,546,900.00 (the "Sheet Metal Equipment Note"
and,  together  with  the  Electronics  Equipment  Note,  the  "Notes").

B.     Electronics  and  Sheet Metal have entered into a Workout Agreement dated
as  of June 1, 2001 (the "Workout Agreement") with Celtic Capital Corporation, a
California  corporation ("Celtic"), and certain other parties whereby Celtic has
permitted the sale of equipment from Electronics and Sheet Metal to Grantor upon
certain  conditions,  including,  without  limitation,  the  condition  that the
Grantor  grant the security interest contemplated by this Agreement and that the
Secured  Party simultaneously assign this Agreement to Celtic.  Accordingly, the
Grantor  hereby  agrees  as  set  forth  below.


     SECTION  1.     Grant  of  Security
     .  The  Grantor hereby assigns and pledges to the Secured Party, and hereby
grants  the  Secured  Party  a security interest in, all of the Grantor's right,
title  and  interest  in  and  to  the following, whether now owned or hereafter
acquired  and  wherever  located  (the  "Collateral"):

     (a)     the  equipment  described  in Schedule 1, and all parts thereof and
accessions  thereto  (any  and  all  such equipment, parts and accessions herein
called  the  "Equipment");  and

     (b)     all  proceeds  of  the  Equipment  and, to the extent not otherwise
included,  all payments under insurance (whether or not the Secured Party is the
loss  payee  thereof),  or under any indemnity, warranty or guaranty, payable by
reason  of  loss or damage to or otherwise with respect to any of the Equipment.

     SECTION  2.     Security  for  Obligations
     .  This Agreement secures the payment of all obligations of the Grantor now
or  hereafter  existing  under the Notes, whether for principal, interest, fees,
expenses  or  otherwise,  and  all  obligations  of the Grantor now or hereafter
existing under this Agreement (all such obligations of the Grantor herein called
the  "Obligations").

     SECTION  3.     Representations  and  Warranties
     .  The  Grantor  represents  and warrants to the Secured Party as set forth
below.

     (a)     The  Grantor  (i) is a corporation duly organized, validly existing
and  in  good  standing  under the laws of California, (ii) is duly qualified or
licensed  as  a  foreign  corporation,  and  is  in good standing, in each other
jurisdiction  in which it owns or leases property or in which the conduct of its
business  requires  it  to so qualify or be licensed and (iii) has all requisite
power  and  authority to own or lease and operate its properties and to carry on
its  business  as  now  conducted  and  as  proposed  to  be  conducted.

     (b)     The  execution,  delivery  and  performance  by the Grantor of this
Agreement  and  the Notes, and the consummation of the transactions contemplated
hereby  and  thereby,  are  within  the  Grantor's  legal powers, have been duly
authorized  by  all  necessary  corporate  action  and do not (i) contravene the
Grantor's  articles  of incorporation or bylaws, (ii) violate any applicable law
or  regulation,  (iii) conflict with or result in the breach of, or constitute a
default  under, any loan agreement, indenture, mortgage, deed of trust or lease,
or  any other contract or instrument, binding on or affecting the Grantor or any
of  its  properties or (iv) result in, or require the creation or imposition of,
any  lien  upon  or  with respect to any of the properties of the Grantor, other
than  in  favor  of  the  Secured  Party  as  provided  herein.

     (c)     This  Agreement and the Notes have been duly executed and delivered
by  the  Grantor.  This  Agreement  and  the  Notes are legal, valid and binding
obligations  of  the Grantor, enforceable against the Grantor in accordance with
their  respective  terms, except as the enforceability thereof may be limited by
bankruptcy,  insolvency,  moratorium,  reorganization  or  other  similar  laws
affecting  creditors'  rights  generally.

     (d)     All of the Equipment is located at the places specified in Schedule
1.

     (e)     The  Grantor  owns  the  Collateral  free  and  clear  of any lien,
security  interest,  charge  or  encumbrance,  except  for the security interest
created  by  this Agreement (which the Secured Party will assign to Celtic).  No
effective financing statement or other instrument similar in effect covering all
or any part of the Collateral is on file in any recording office, except such as
shall  be  filed in favor of the Secured Party in connection with this Agreement
(which the Secured Party will assign to Celtic).  The Grantor has no trade name.

     (f)     The  Grantor has exclusive possession and control of the Equipment.

     (g)     This  Agreement  creates  a  valid  and  perfected  first-priority
security  interest in the Collateral in favor of the Secured Party, securing the
payment  of  the  Obligations,  and  all  filings and other actions necessary or
desirable  to  perfect  and protect such security interest have been duly taken.

     (h)     No  authorization,  approval  or  other  action by, or notice to or
filing  with,  any governmental authority or regulatory body is required (i) for
the  grant  by the Grantor of the security interest granted hereby, (ii) for the
execution,  delivery or performance of this Agreement by the Grantor or (ii) for
the  perfection  of  or  the  exercise  by  the  Secured Party of its rights and
remedies  hereunder.

     SECTION  4.     Further  Assurances
 .

     (a)     The  Grantor  agrees that from time to time, at its own expense, it
will  promptly  execute  and  deliver all further instruments and documents, and
take all further action, that may be necessary or desirable, or that the Secured
Party  may  reasonably  request,  in  order  to perfect and protect the security
interest  granted  or  purported  to  be granted hereby or to enable the Secured
Party  to exercise and enforce its rights and remedies hereunder with respect to
any  Collateral.  Without  limiting the generality of the foregoing, the Grantor
will  execute  and file such financing or continuation statements, or amendments
thereto,  and  such  other  instruments  or  notices,  as  may  be  necessary or
desirable,  or  as the Secured Party may reasonably request, in order to perfect
and  preserve  the  security interest granted or purported to be granted hereby.

     (b)     The Grantor hereby authorizes the Secured Party to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any  part of the Collateral without the signature of the Grantor where permitted
by  law.  A  carbon, photographic or other reproduction of this Agreement or any
financing  statement  covering  the  Collateral  or  any  part  thereof shall be
sufficient  as  a  financing  statement  where  permitted  by  law.

     (c)     The  Grantor  will  furnish  to the Secured Party from time to time
statements  and  schedules further identifying and describing the Collateral and
such  other  reports  in connection with the Collateral as the Secured Party may
reasonably  request,  all  in  reasonable  detail.

     SECTION  5.     As  to  Equipment
     .

     (a)     The  Grantor  will  keep  the  Equipment  at the place specified in
Section  3(d)  or,  upon  30 days' prior written notice to the Secured Party, at
such  other  places  in jurisdictions where all action required by Section 4 has
been  taken  with  respect  to  the  Equipment.

     (b)     The Grantor will cause the Equipment to be maintained and preserved
in  the same condition, repair and working order as when acquired, ordinary wear
and  tear  excepted,  and in accordance with any manufacturer's manual, and will
forthwith,  or  in  the  case  of  any loss or damage to any of the Equipment as
quickly  as  practicable  after the occurrence thereof, make or cause to be made
all  repairs,  replacements, and other improvements in connection therewith that
are  necessary  or  desirable to such end.  The Grantor will promptly furnish to
the  Secured  Party  a  statement  respecting  any  loss or damage to any of the
Equipment.

     (c)     The  Grantor  will  pay  promptly  when  due all property and other
taxes,  assessments  and  governmental  charges  or levies imposed upon, and all
claims (including, without limitation, claims for labor, materials and supplies)
against,  the Equipment, except to the extent that the validity thereof is being
contested  in  good  faith  and  by  appropriate  proceedings.

     SECTION  6.     Insurance
     .  The  Grantor  will  at  all  times  maintain, with financially sound and
reputable  insurers,  casualty insurance policies with respect to the Collateral
and  the  Grantor's  other assets.  All such insurance policies shall be in such
form,  substance,  amounts  and  coverage  as may be satisfactory to the Secured
Party  and  shall provide for 30 days' prior written notice to the Secured Party
of  cancellation  or  reduction  of  coverage.  The  Grantor  hereby irrevocably
authorizes  the  Secured  Party  and any designee of the Secured Party to obtain
such  insurance at the Grantor's expense and, upon the occurrence and during the
continuation of any Event of Default (as defined in Section 11(c)), to adjust or
settle any claim or other matter under or pursuant to such insurance or to amend
or  cancel  such  insurance.  The  Grantor  will  deliver  to  the Secured Party
evidence  of  such  insurance and a lender's loss-payable endorsement naming the
Secured  Party and Celtic as loss payees as to all existing and future insurance
policies  relating  to  the Collateral.  The Grantor will deliver to the Secured
Party,  in  kind, all instruments representing proceeds of insurance received by
the  Grantor.  The  Secured  Party  may  apply  any  and  all insurance proceeds
received  at any time to the cost of repairs to or replacement of any portion of
the  Collateral  and/or,  at the Secured Party's option, to the payment of or as
security  for any of the Obligations, whether or not due, in any order or manner
as  the  Secured  Party  determines.

     SECTION  7.     Transfers  and  Other  Liens
     .

     (a)     The  Grantor  will  not  sell,  assign  (by  operation  of  law  or
otherwise)  or otherwise dispose of any of the Collateral, except with the prior
written  consent  of the Secured Party, which consent may be granted or withheld
by  the  Secured  Party  in  its  sole  and  absolute  discretion.

     (b)     The  Grantor  will not create or suffer to exist any lien, security
interest  or  other  charge  or  encumbrance  upon or with respect to any of the
Collateral  to  secure  indebtedness  of  any  person  or entity, except for the
security  interest  created  by  this  Agreement.

     SECTION  8.     Secured  Party  Appointed  Attorney-in-Fact
     .  The  Grantor  hereby  irrevocably  appoints  the Secured Party to be the
Grantor's  attorney-in-fact,  with  full authority in the place and stead of the
Grantor  and  in  the name of the Grantor or otherwise, from time to time in the
Secured  Party's  discretion,  to  take any action and to execute any instrument
that  the  Secured  Party  may  deem  necessary  or  advisable to accomplish the
purposes  of  this  Agreement,  including,  without  limitation:

     (i)     to  obtain  and adjust insurance required to be paid to the Secured
Party  pursuant  to  Section  6;

     (ii)     to ask for, demand, collect, sue for, recover, compromise, receive
and  give  acquittance and receipts for moneys due and to become due under or in
respect  of  any  of  the  Collateral;

     (iii)     to receive, endorse, and collect any drafts or other instruments,
and  any  documents  and  chattel  paper,  in connection with clause (i) or (ii)
above,  and

     (iv)     to  file  any claims, take any action or institute any proceedings
that the Secured Party may deem necessary or desirable for the collection of any
of  the  Collateral or otherwise to enforce the rights of the Secured Party with
respect  to  any  of  the  Collateral.

     SECTION  9.     Secured  Party  May  Perform
     .  If  the  Grantor  fails  to  perform any agreement contained herein, the
Secured  Party  may itself perform, or cause performance of, such agreement, and
the  expenses  of  the  Secured  Party incurred in connection therewith shall be
payable  by  the  Grantor  under  Section  12(b).

     SECTION  10.     Secured  Party's  Duties
     .  The  powers  conferred  on  the  Secured  Party  hereunder are solely to
protect  its interest in the Collateral and shall not impose any duty upon it to
exercise  any such powers.  Except for the safe custody of any Collateral in its
possession  and the accounting for moneys actually received by it hereunder, the
Secured Party shall have no duty as to any Collateral or as to the taking of any
necessary  steps  to  preserve  rights against prior parties or any other rights
pertaining  to  any  Collateral.

     SECTION  11.     Remedies
     .  If  any  Event  of  Default  (as defined in Section 11(c)) occurs and is
continuing:

     (a)     The  Secured  Party  may  exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to  it,  all  of the rights and remedies of a secured party on default under the
Uniform  Commercial  Code  of  California  (the "Code") (whether or not the Code
                                                 ----
applies to the affected Collateral) and may also (i) require the Grantor to, and
the  Grantor  hereby  agrees that it will at its expense and upon request of the
Secured  Party  forthwith, assemble all or part of the Collateral as directed by
the  Secured  Party  and make it available to the Secured Party at a place to be
designated  by  the  Secured Party that is reasonably convenient to both parties
and  (ii)  without  notice except as specified below, sell the Collateral or any
part  thereof  in  one  or more parcels at public or private sale, at any of the
Secured  Party's  offices  or  elsewhere,  for  cash,  on  credit  or for future
delivery,  and  upon such other terms as the Secured Party may deem commercially
reasonable.  The  Grantor  agrees that, to the extent notice of sale is required
by  law,  at  least ten days' notice to the Grantor of the time and place of any
public  sale  or  the  time  after  which  any  private sale is to be made shall
constitute reasonable notification.  The Secured Party shall not be obligated to
make any sale of Collateral regardless of notice of sale having been given.  The
Secured  Party  may  adjourn  any  public  or  private sale from time to time by
announcement  at  the  time and place fixed therefor, and such sale may, without
further  notice,  be  made  at  the time and place to which it was so adjourned.

     (b)     All  cash  proceeds received by the Secured Party in respect of any
sale  of,  collection  from,  or  other  realization upon all or any part of the
Collateral  may,  in the discretion of the Secured Party, be held by the Secured
Party  as  collateral  for, and/or then or at any time thereafter applied (after
payment  of  any amounts payable to the Secured Party pursuant to Section 12) in
whole  or  in  part  by  the  Secured  Party  against,  all  or  any part of the
Obligations in such order as the Secured Party elects.  Any surplus of such cash
or  cash  proceeds held by the Secured Party and remaining after payment in full
of  the  Obligations  shall  be  paid  over  to the Grantor or to whoever may be
lawfully  entitled  to  receive  such  surplus.

     (c)     As  used  herein,  "Event  of  Default" means any of the following:

     (i)     the  Grantor  fails to make any payment of principal of or interest
on  either  Note  when  due;

     (ii)     the  Grantor fails to perform any other material term, covenant or
agreement  contained herein, in either Note, in any real-property lease to which
it  is  a party or in any other document executed by the Grantor as contemplated
by  the  Workout  Agreement,  in  any  case  within 10 days after written notice
thereof  from  the  Secured  Party  has  been  received  by  the  Grantor;

     (iii)     the Grantor generally does not pay its debts as such debts become
due,  admits  in  writing  its  inability  to pay its debts generally or makes a
general assignment for the benefit of creditors; any proceeding is instituted by
or against the Grantor seeking to adjudicate it a bankrupt or insolvent, seeking
liquidation,  winding  up,  reorganization, arrangement, adjustment, protection,
relief,  or composition of it or its debts under any law relating to bankruptcy,
insolvency  or  reorganization or relief of debtors, or seeking the entry of any
order  for  relief  or  the appointment of a receiver, trustee, or other similar
official  for  it  or  for  any substantial part of its property; or the Grantor
takes  any  corporate  action to authorize any of the actions set forth above in
this  subsection  (iii);  or

     (iv)     this  Agreement  for  any  reason  ceases  to  create  a valid and
perfected  first-priority  security  interest  in  any  material  portion of the
Collateral  purported  to  be  covered  hereby.

     SECTION  12.     Indemnity  and  Expenses
     .

     (a)     The  Grantor agrees to indemnify the Secured Party from and against
any and all claims, losses and liabilities growing out of or resulting from this
Agreement (including, without limitation, enforcement of this Agreement), except
claims,  losses  or  liabilities  resulting  from  the  Secured  Party's  gross
negligence  or  willful  misconduct.

     (b)     The Grantor will upon demand pay to the Secured Party the amount of
any  and  all reasonable expenses, including, without limitation, the reasonable
fees  and  disbursements  of its counsel and of any experts and agents, that the
Secured  Party  may  incur  in  connection  with  (i) the administration of this
Agreement,  (ii) the custody, preservation, use or operation of, or the sale of,
collection  from  or  other  realization  upon, any of the Collateral, (iii) the
exercise  or  enforcement of any of the rights of the Secured Party hereunder or
(iv)  the  failure  by  the  Grantor to perform or observe any of the provisions
hereof.

     SECTION  13.     Amendments;  Etc.
       No  amendment or waiver of any provision of this Agreement, or consent to
any  departure  by  the Grantor herefrom, shall in any event be effective unless
the  same is in writing and signed by the Secured Party, and then such waiver or
consent  shall  be  effective only in the specific instance and for the specific
purpose  for  which  given.

     SECTION  14.     Addresses  for  Notice
     .  All  notices,  demands  and  other communications provided for hereunder
shall  be  in  writing  and  shall be mailed, telecopied or delivered, if to the
Grantor, to it at 14101 Myford Road, Tustin, California 92780, telecopier number
714-505-2232, to the attention of the Chief Executive Officer; if to the Secured
Party,  to it at Sullivan Hill Lewin Rez & Engel, 550 West C Street, Suite 1500,
San Diego, California 92101, telecopier number 619-233-4100, to the attention of
James  P.  Hill;  if  to  Celtic,  to  it at 2951 28th Street, Suite 2030, Santa
Monica,  California  90405,  telecopier number 310-314-7338, to the attention of
Mark  Hafner,  President;  or,  as  to any party, to it at such other address or
telecopier  number  as designated by such party in a written notice to the other
parties.  All  notices,  demands  and  other communications hereunder shall, (a)
when  mailed,  be effective 3 business days after the same is deposited into the
mails with first-class postage prepaid, (b) when sent for next-day delivery by a
reputable freight company or reputable overnight courier service, be effective 1
business day after the same is delivered to such company or service, as the case
may be, and (c) when sent by telecopier, be effective on the opening of the next
business  day  after  sending.

     SECTION  15.     Continuing  Security  Interest;  Transfer  of  Notes
     .  This  Agreement  shall  create  a  continuing  security  interest in the
Collateral  and  shall (a) remain in full force and effect until payment in full
of  the Obligations, (b) be binding upon the Grantor, its successors and assigns
and  (c)  inure,  together  with  the  rights  and remedies of the Secured Party
hereunder,  to  the  benefit of the Secured Party and its respective successors,
transferees  and  assigns.  Without  limiting  the  generality  of the foregoing
clause  (c), the Secured Party may assign or otherwise transfer the Notes to any
other  person  or entity, and such other person or entity shall thereupon become
vested  with all of the benefits in respect thereof granted to the Secured Party
herein  or  otherwise.  Upon  payment  in  full of the Obligations, the security
interest  granted hereby shall terminate, and all rights to the Collateral shall
revert  to  the  Grantor.  Upon any such termination, the Secured Party will, at
the  Grantor's expense, execute and deliver to the Grantor such documents as the
Grantor  reasonably  requests  to  evidence  such  termination.

     SECTION  16.     Governing  Law;  Terms
     .  This  Agreement  shall  be  governed  by,  and construed and enforced in
accordance  with, the laws of the State of California.  Unless otherwise defined
herein, terms used in Division 9 of the Code are used herein as defined therein.

     IN  WITNESS  WHEREOF,  the  Grantor  has  caused  this Agreement to be duly
executed  and delivered by its officer thereunto duly authorized, as of the date
first  written  above.


                         ALTON  DIVERSIFIED  TECHNOLOGIES,  INC.


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


<PAGE>

                                                                      SCHEDULE 1
                                                           to Security Agreement


                                    EQUIPMENT
                                    ---------



Equipment  Located  at  1375  Specialty  Drive,  Vista,  California
-------------------------------------------------------------------


Bleeker  Brothers  12'  Openside  Spray  Booth.

8'  Openside  Spary  Booth.

De  VilBiss  21'  Openside  Spray  Booth.

Despatch  6'  x  8'  Gas  Fired  Oven.
   S/N  85522

Induco  8'  x  18'  Dbl.  Door  Gas  Fired  Bake  Oven.
     S/N  6024

6'  Stroke  Sander.

Media  Blast  3'  x  4'  Down  Draft  Deburr  Table.
     S/N  1887994

(17)  Steel  Pallet  Shelving.

Scheer  Tumico  14"  Optical  Comparator.

Craftsman  Radial  Arm  Saw.

(2)  Amada  Mod.  RG-10s,  100  Ton,  8
 Amada  Controls.
#121-B  S/N  102333  (1983)
#122-A  S/N  102515  (1984)

Cincinnati  10'  x  175  Ton  CNC  Hyd.  Press  Brake,
Cincinnati  Adaptive  Auto.  From  CNC  Control.
     S/N  45463

(1983)  Amada  Mod.  RG-25,  25  Ton  CNC  Press  Brake,
Amada  CNC  Controls.
#121-C  S/N  254833

(3)  Amada  Promecan  Mod.  RG-80,  6'  x  80  Ton  CNC
Press  Brakes,  CNC  NC9-EX  Controls.
#121-A  S/N  806433  (1985)
#233-B  S/N  N/A
#125-A  S/N  N/A

(1979)  Amada  Mod.  M-2560,  8'  Power  Squaring  Shear.
#21  S/N  2560154

Panasonic  Phone  System,  Bext  Hybrid  Server.

(1993)  DiAcro  Mod.  QHA-3215,  4'  x  15  Ton  Adira
Autobend  7  Controls.
#125-C  S/N  3434/6720

(1980)  Amada  Mod.  RG-80,  80  Ton  Brake,  Dynabend  3.
     S/N  804203

(1995)     Prececo  Mod.  HD-42-72-G-2000-2-2RD,
Typhoon  Vert.  Power  Washer.
     S/N  95-255

TBI  CNC  Chucker.

(1984)  Amada  Vella  II  305050,  30  Ton,  58-Station,  Thick
Turret,  Fanuc  6M-V  CNC  Control.
     S/N  55580

Cemco  2000,  36"  x  20  HP  Wide  Belt  Sander.
     S/N  N/A

(1983)  Amada  Pega  344Q,  30  Ton  Fab,  56-Station,  Fanuc
6M-V  CNC.
#32    S/N  AH440130

Reid  Mod.  618,  Hyd.  Surface  Grinder.
#112  S/N  12364

(1984)  Amada  Mod.  TEG160C,  Bench  Top  Die  Grinder.
    S/N  HD1460

(3)     Finn  Power  Mod.  TP2520IF2/AM,  Siemans
Sinumerik  Sys  3,  CNC.
#34-A          S/N  7.7-252035495  (1995)
          Mod.  TP2520IF2/21/AM
#34-B     S/N  7.7-252036495  (1995)
          Mod.  TP3025IF2/21/AM
#33          S/N  7.7-30257693  (1993)

Comaca  Power  Corner  Notcher.

Apex  16"  Disc  Sander.

Pem  Serter  Hardware  Press.

3'  Power  Shear.

Linde  Power  Supply.

Boice  Acra-Cora  2'  x  3'  CMM.

Teledyne  50  Spot  Welder,  Solid  State.

Teledyne  75  KVA,  24"  Solid  State  Spot  Welder.

(1985)  Adia  Ramos  Mod.  QH-3015,  3'  15  Ton  Press
Brake,  Dynabend.
     S/N  1547/3434

Whitney  Punch.

 Daniels  4-  Post  Vert  Hyd.  Press,  30"  x  30"  Platten.
#43   S/N  N/A

Smoke  Master  Port.  Exhaust  System.

(2)  Whitney  Kick  Punches.

Sterebro  Bruk  15"  x  42"  cc.  Engine  Lathe.
     S/N  11758

Supermax  2  H.P.  V.S.  Vert.  Mill  w/  D.R.O.'s,  9"  x  42"
P.F.  Work  Table.
#81  S/N  7642

Kondia  Clausing  CNC  V-Mill,  36"  Delta  10  CNC.
#84  S/N  s-897  (head)

Boyar  Schultz  Mod.  618,  Hyd.  Surface  Grinder.
     S/N  CH-2800-1A

DoAll  Mod.  3012-N,  Vert.  Band  Saw.
#102  S/N  147-61418

Brown  Miter  Cold  Saw  Cut-Off  Saw.

Rutland  9"  Horiz.  Band  Saw.
     S/N  AF-52551

(1990)  Cincinnati  Robot  w/  2  Welding  Positioner,  (3)
Pana  Star  AE350  Artificial  Intelligence  &  Power  Supply,
PC  Computer.
#181  S/N  8021C

Airco  130  Amp.  Wire  Welder.

4'  x  6'  Granite  Surface  Plate.

(2)  Arc  Welders.

Central  10"  Table  Saw.

Airco  Wire  Welder

Linde  Power  Supply.

Linde  V1-400,  Wire  Welder.

(2)  Miller  185  Amp.  Arc  Welders.

(2)  Linde  250HF,  Heli-Arc  Welders.

Miller  Syncro  Wave  250  Heli-Arc  Welder.

Esab  SV1300  CVCC  Boom  Wire  Welder.

50  KVA  Spot  Welder.

Nelson  Stud  Welder.

Sciacky  100  KVA  Spot  Welder,  36"  Throat,  Unitrol.
     S/N  10452

Janda  45  KVA,  24"  Spot  Welder  w/  Entron  Controls.
#141  S/N  N1317

Janda  50  KVA,  24"  Spot  Welder  w/  Entron  Controls
#142  S/N  R1221

Janda  50  KVA,  24"  Spot  Welder.
#143  S/N  R2137

(2)  Grindmaster  36"  Speed  Belt  Sanders  w?  Wet  Dust
Collectors.
     S/N  TE-1290US
     S/N  TP-1608-02

G&P  10'  Stroke  Sander.
     S/N  N/A

(2)  Haeger  Mod.  HP6-C,  6  Ton  Hardware  Presses.
#161-B  S/N  2308
#163-B  S/N  N/A

(3)  Haeger  Mod.  618,  6  Ton  Hardware  Presses.
#162-B  S/N  607
#N/A     S/N  2206  w/  Feeder
#N/A     S/N  2585  w/  Feeder

(2)  Haeger  Mod.  HP6-B,  6  Ton  Hardware  Presses  w/
Feeders
#162-A  S/N  1628
#163-A  S/N  N/A

2"  Belt  Snader.

Ultramatic  Vibro  Finishing  Mill.

Big  Joe  Elec.  Pallet  Lift.
     S/N  333069

Lewis  Sheppard  Stand  Up  Elec.  Pallet  Lift.

Toyota  3500  Lb.  L.P.G.  Powered  Forklift,  136"  Mast.
     S/N  N/A

Komatsu  4480  Lb.  L.P.G.  Forklift,  188"  S.S.  Mast.
     S/N  177500A

Isuzu  16'  Bobtail  Truck.
    Lic.  #4P57727

21'  Bobtail  Truck.
   Lic.  #  5P64964

Brake  Dies  &  Punches.

(3)  Dbl.  Bar  Height  Gages.

3x3  Granite  Surface  Plate.

(2)  2x3  Granite  Surface  Plates.

(2)  Curtis  R/S  30,  20  H.  Screw  A.C.'s.
     S/N  06E97005
     S/N  06D97004

Forklift  Man  Cage.

(3)  Hyd.  Pallet  Jacks.

(18)  PC  Computers.

(3)  Asst.  Laser  &  Inkjet  Printers.

Sanyo  TV  w/  VCR.

(2)  HP  Fax  700,  Fax  Machines.

HP  Laser  5N,  Printer.

Canon  6230,  Copier.

HP  Laser  Jet  4V,  Printer.

HP  Laser  BP  Printer.

Misc  &  Office  Equipment.



Equipment  Located  at  4040  Calle  Platino,  Oceanside,  California
---------------------------------------------------------------------


(1988)  LeBlond-Makino  Regal  Servo
Shift  15"  x  54"  cc.  Engine  Lathe,  2-Axis  D.R.O.
KDK  Quick  Change  Tool  Post,  3  &  4  Jaw  Chucks,
Collet  Closer,  6"  Camlock  Spindle  Nose,  Tailstock,  Coolant.
    S/N  14C-1133

Cadillac  17"  x  35"  Engine  Lathe.
   S/N  058310/A

(1990)  Daewoo  Puma  8'  CNC  Slant  Bed
Turning  Center  w/  Fanuc  Series  15T
Control  w/  Color  CRt  Display,  Spego
Turnamic  Hyd.  Bar  Feed,  Turbo  Chip  Conveyor,
3-Jaw  Chuck,  12-Station  Turret  &
Hyd.  Tailstock.
     S/N  370494

(1988)  Fadal  Mod.  VMC4020,  906-1,  CNC
Vert.  Machining  Center,  CNC  99  Control
W/  CRT  Display,  22-Station  A.T.C.,
20"  x  40"  Work  Table,  40"  x  20"  x  20"
Travels  &  10  H.P.  Spindle  Motor.
     S/N  8802154

 (2)  (1997)  Fadal  Mod.  VMC4020,  906-1  CNC
Vert.  Machining  Centers,  22-Station
A.T.C.'s  40"  x  20"  Work  Tables,  CNC  88HS
Contols.
     S/N  9711728
     S/N  9711697

(1993)  Fadal  Mod.  VMC4020HT,  906-1  4-Axis  CNC
Vert.  Machining  Center  w/  CNC  88HS  Control,  CRT
Dislay,  22-  Station  A.T.C.,  40"  x  20"  Work  Table.
     S/N  9306404

(1992)  Fadal  Mod.  VMC4020HT,  906-1,  4-Axis  CNC
Vert.  Machining  Center  w/  CNC88  Control,  CRT
Display,  22-Station  A.T.C.,  40"  x  20"  Work  Table.
  S/N  9203997

Okuma  Mod.  LB10-M,  CNC  Horiz.  Turning  Center,
12-Station  Turret  Tool  Changer,  Hyd.  Chuck,
OSP5000L-G  CNC  Control.
     S/N  48992504

(1992)  Do  All  Mod.  C916M,  9"  x  16"  Cap.  Horiz.
Band  Saw,  Pneu.  Clamping,  Power  Feed  Saw  Head.
Cutting  Speeds,  Pneu.  Clamping,  Power
  S/N  48992504

(2)  Bridgeport  2  H.P.  V.S.,  2-Axis  CNC
Vert.  Milling  Machines  w/  Eztrak
SX  CNC  Controls  w/  CRT  Displays,  9"  x  48"
Work  Tables,  Chrome  Ways  &  Bijur
Lubrication  Systems.
     S/N  261448
     S/N  261162

(2)  (1988)  Mori-Seiki  Mod.  SL-15,  CNC
Slant  Bed  Turning  Centers,  Fanuc
Series  10T  CNC  Controls  w/  CRT  Displays,
6",  3-Jaw  Chucks,  12-Station  Turrests,  Hyd.  Tailstocks.
     S/N  204
     S/N  185

(2)  Tsugami  Mod.  T-SPL,  High  Speed  Chucking  Lathes,
8-Station  Turret,  Travel  Dials,  Collet  Closers,  Coolants.
     S/N  4132
     S/N  3514

(1980)  Hardinge  Mod.  HC,  Precision  Chucker,
8-Station  Turret,  Collet  Closer  ,  Coolant.
     S/N  HC5687T

(2)  Acra  Mill  2  H.P.  Vert.  Milling  Machines  w/  Sargon
2-Axis  D.R.O.'s  9"  x  42"  Power  Feed  Tables,  One
Shot  Lubrication.
     S/N  502980
     S/N  502862

Rockwell  15"  x  4-Station  Gang  Drill,  Procunier
Multi  Spindle  Drill  Head
    S/N  N/A

Rockwell  Delta  20"  V.S.  Vert.  Band  Saw  w/  Butt  Weld.
     S/N  1616328

Boyar  Schultz  Mod.  HR612,  6"  x  12"  Manual  Surface
Grinder,  6"  x  12"  Electromagnetic  Chuck.
     S/N  28696-HR

Combination  6"  Belt/12"  Disc  Sander.

(3)  Drill  Presses.

Makita  35MM  Chop  Saw.

Baldor   H.P.  Dual  Ped.  Grinder.

Dual  Wheel  Grinder  w/  Pedestal.

Oxy-Acetylene  Torch  Set.

Kahmann  Mod.  500,  Aero  Blast  Abrasive
Blast  Cabinet.

15'  x  20'  Steel  Mezzanine.

MicroVu  Mod.  H14,  14:  Optical  Comparator  w/
D.R.O.'s.
     S?N  2530

J&L  Meteorology  14"  Optical  Comparator  w/  Side
Reflector.

Brown  &  Sharpe  Validator  2'  Coordinate  Measuring
Machine  w/  PC  Computer.

Misc.  Shop  Equipment.



Equipment  Located  at  1958  Kellogg  Avenue,  Carlsbad,  California
---------------------------------------------------------------------


(2)  Elco  HR1  Mod.  0619840102,  Load  Crimp  Presses.
     S/N  542
     S/n  818

Eubanks  Mod.  04600,  Wire  &  Tubing  Cutter.
     S/N  118342

Amp  Bench  Top  Crimp  Press.
     S/N  225795

Eubanks  Mod.  02600,  Wire  Stripper/Cutter  w/
Eubanks  Mod.  6215,  Electra  Demand  Prefeed.
     S/N  67898

Eubanks  Mod.  03751,  Bench  Type  Wire  Stripper.

Ideal  Mod.  440,  Strip  Master.

Hedco  V-  Former.

Lead  Tester.

(2)  Hako  250  Lead  Soldering  Stations.

Amp  Mod.  23-106-1E,  Camphor
Connector  Machine.
     S/N  107312

(2  Scienscope  Binocular  Microscopes.

Blue  M  Mod.  OV12A,  Oven.

A.O.  McBain  Binocular  Microscope.

PMGE  Power  Module  Test  Fixture.

Vacuum  Degassing  Pump.

Ledco  Mod.  900,  Crimp  Press.
     S/N  1414

I.R.  5  H.P.  Horiz.  Tank  Mounted  Air  Compressor.

(22)  Asst.  Work  Benches.

(39)  P.C.  Computers.

(2)  Zebra  Mod.  1055,  Label  Printers.

Toshiba  Mod.  4550,  Copier  w/  Collator.

Tiptronics  Mod.  HD100,  Hi-Pot  Tester.

Cablescan  Tester.

(3)  Amp  Mod.  565435-5C,  Crimp  Presses.
     S/N  121473
     S/N  118734
     S/N  114073

Berg  Mod.  1252,  Crimp  Press.
     S/N  B015

Molex  Mod.  TM40D,  Crimp  Press.
     S/N  133

Molex  Mod.  OSCD1739,  Bench  Crimper  Press.
     S/N  N/A

(2)  Molex  Mod.  P4979A,  Bench  Crimp  Presses.
     S/N  1317
     S/N  1894

Molex  Mod.  OSD1487,  Bench  Crimp  Press.
     S/N  3124

JST  Mod.  AP-K2N,  Versatile  Crimping  Press.
     S/N  0743

Amp.  Connection  Tester.

(1998)  Jae  Mod.  CP210-16,  Crimper.
     S/N  98-2110

Carpenter  Mod.  49A,  Bench  Type  Cut-Off  Machine.

Ackergould  Mod.  EM-8,  Bench  Type  Hot  Platen  Press.
     S.N  821087

(2)  IPC  Mod.  TTM-HS2,  Vert  Rotary
Injection  Molders  w/  Athena  Controls.
     S/N  10059
     S/N  10003

Eubanks  Mod.  03230,  Wire  Stripper/Bender

Degristi  Degreaser.

Heller  Lead  Trimmer.

"Q"  Leadomatic  Mod.  90003,  Lead  Cutter.

Air  Vac  Mod.  PCBRM10,  Furnace.

Hollis  Mod.  205704,  Wave  Solderer  Machine,
Flux  Reagent.
     S/N    AT11554

Fig  Mod.  ERS-280,  White  Oven.
     S/N  N/A

Custom  Scanner.

Custom  Test  Unit.

Electrovert  Mod.  1020,  Aqua-Flo
System  10,  Wave  Soldered  Machine,  Flux  Reagent.
     S/N  09402

Hollis  Mod.  Polyclean,  Aqueous  Auto.  Washer.
     S/N  PC7466

(4)     Mantis  Vision  Enc.  Inspection  Scopes.

(14)     8"  PC  Boars  Assembly  Racks.

(10)  Soldering  Stations.

(2)  Desoldering  Stations.

VM  Binocular  Inspection  Microscope.

(22)  Magnifying  Lamps.

Grieve  Mod.  333,  Elec.  350  Degrees
Fahrenheit  Oven,  3'x  3'  Chamber.
     S/N  310050

Craft  Inspection  Microscope  w/  (2)  Sony  CCTV
Cameras  &  Monitor.

Lead  Forming  /  Cutting  machine  Consisting  of:
Heller  Mod.  EIOU  Leadmaster  S/N  C7915;  (2)
Heller  Bench  Top  Leadmasters;  Hepco  Mod.  15201,
Lead  cutter;  Hystrekfab  Mod.  10,  Former.

Eclipse  Mod.  3500,  24"  x  19"  Screen
Print  Machine.

Dehaart  Mod.  AOL-15E,  Screen  Print  Machine
    S/N  884

(1998)  BTU  International  Mod.  VIP70A,
10-Zone  Belt  Furnace.
     S/N  BGTU1270

(1996)     Mydata  Mod.  TP11-UFP,  Hydra
Speed  Mount  Auto.  Pick  &  Place
Machine  w/  Feeders.
     S/N  11195-19971030

SMT  Mod.  SL2220,  Double  Vision  Semi-Auto
Screen  Printer.
     S/N  N/S

(1994)  Takaya  Mod.  APT-8400,  Screen  Printer
     S/N   94030055

(2)  Scanoptics  Hi-Speed  Scanners.

Alpha  Metals  Mod.  600SMD,  18"  x  18"
Microprocessor  Controlled  Ionic
Contamination  Test  System.
     S/N   606099

Custom  Test  Unit  w/  (2)  Oscilloscopes.

TEK  Mod.  475,  Oscilloscope.

(2)     Flammable  Cabinets.

H.P.  Mod.  3070,  Series  II  Scanner  w/  PC  Computer

Scherr  Tumico  14"  Optical  Comparator.

(3)     Hyd.  Pallet  jacks.

Raymond  Mod.  20R30TT,  3000  Lb.  Cap.
Reach  Truck.
     S/N  P20-79-14875

Trade  Show  Exhibit  (12  Crates)

I.R.  30  H.P.  Screw  Type  Air  Compressor  w/  Air  Dryer.

(121)  Pallet  Shelving

Eubank  Mod.  940,  Stripper.

Leoco  Mod.  900,  Wire  Stripper.

Schleuniger  US2015,  Wire  Stripper.

Unitron  Binocular  Microscope  ZSM  0.6X-3X.
     S/N  852794

(2)  Leader  LBO-526,  Oscilloscopes.

Tek  T922,  Oscilloscope.

(2)  AC  Units.

(220)  SMT  Feeders.

BTU  Infraflo  5000LV,  Turbair  Belt  Furnace.
     S/N  IR5S129382-041

1990  Fuji  FGU  II  4000,  Glue  station

 (2)  (1991)  Thermodynamic  Mod.  2409,  ESS  Chambers.
     S/N  1563
     S/N  1552

Baron  Blakeslee  Degreaser.
     S/N  60168

Atlas  Mod.  APG8651,  Generator.

American  Mod.  L445AA,  Elec.  Motor  Generator.

Century  Mod.  603,  Compressor.

Transparent  Devices  Inc.  Mod.  1140,  Developer.

(1997)     Dodge  Van.
    Lic.  #  SE3195
    S/N  119870

(45)  PC  Computers.

(9)  Laser  &  Ink  Jet  Printers.

HP  Laser  Jet  4SI  Printer

HP  Laser  Jet  4000,  Laser  Printer.

Toshiba  Fax  Machine

Xerox  Fax  Machine

(2)  Ricoh  Mod.  FT6655,  Copiers.

Brother  Fax  Machine.

Computer  Netwoek  w/  (3)  Servers,  Hub,  Etc.

JVC  TV  &  VCR.

Toshiba  21"  TV.

Canon  Fax  machine

Misc.  Shop  &  Office  Equipment.