NATIONAL MANUFACTURING TECHNOLOGIES
<DOCUMENT>
<TYPE>EX-10.78
<SEQUENCE>2
<FILENAME>doc2.txt
<TEXT>

                            ASSET PURCHASE AGREEMENT
                                  BY AND AMONG
                           I-PAC MANUFACTURING, INC.,
             (dba National Manufacturing Technologies Electronics),
                      ALTON DIVERSIFIED TECHNOLOGIES, INC.
                                       AND
                    NATIONAL MANUFACTURING TECHNOLOGIES, INC.
                        Dated as of June 1, 2001

<PAGE>


                            ASSET PURCHASE AGREEMENT
                                  (Electronics)
     This  ASSET  PURCHASE  AGREEMENT  (this  "Agreement")  is  made  as  of
June 1,  2001,  by  and between ALTON DIVERSIFIED TECHNOLOGIES, INC., a
California  corporation  ("Purchaser"),  I-PAC MANUFACTURING, INC. (dba National
Manufacturing  Technologies  Electronics),  a California corporation ("Seller"),
and  NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.,  a  California  corporation
("Owner").

     In  consideration  of the mutual covenants and agreements contained herein,
the  parties  covenant  and  agree  as  follows:

ARTICLE
1.     DEFINITIONS.
        -----------

    1.1     General  Definitions.

     Unless  otherwise  stated in this Agreement, the following terms shall have
the  following  meanings:

     "Affiliate":  Any  Person  that,  directly  or  indirectly, controls, or is
controlled  by,  or under common control with, another Person.  For the purposes
of  this  definition,  "control" (including the terms "controlled by" and "under
common  control  with"),  as used with respect to any Person, means the power to
direct  or  cause  the  direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities or by
contract  or  otherwise.

"Applicable  Law":  All  applicable  provisions (domestic or foreign) of all (i)
constitutions,  treaties,  statutes,  laws  (including  the  common law), rules,
regulations,  ordinances,  codes and Orders of or with any Governmental Body and
(ii)  Governmental  Approvals.

"Assets":  As  defined  in  Section  2.1  hereof.

"Assignment  of  Lease":  The  Assignment  of Lease substantially in the form of
Exhibit  A  attached  hereto.

"Assumed  Obligations":  As  defined  in  Section  2.5(a)  hereof.

"Assumption  Agreement":  The  Assumption Agreement substantially in the form of
Exhibit  B  attached  hereto.

"Bill of Sale":  The Bill of Sale (Carlsbad) and the Bill of Sale (Mexico).  The
Bill  of Sale (Carlsbad) will be substantially in the form attached as Exhibit C
hereto.  The  Bill  of  Sale  (Mexico) will be agreed to as to form prior to the
Mexican  Closing  described  in  Sections  6.4  through  6.6  hereof.

"Business":  All  of  the business operations acquired or to be acquired by
Purchaser  pursuant to the Operative Documents, consisting of the Assets and the
Assumed Obligations (but not including the Excluded Assets), involving generally
the  manufacture and assembly of electronic components currently being conducted
by  Seller  at  1958  Kellogg  Avenue, Carlsbad, California 92008 (the "Carlsbad
Facility"),  and  at Boulevard Insurgentes 4402-A, Delagaci n La Presa, Tijuana,
B.C.,  Mexico  22580  (the  "Mexican  Facility").

"Celtic  Assignment":  That certain Assignment of Notes, Security Agreement
and Landlord Agreements of even date herewith, by and among I-PAC Manufacturing,
Inc.,  I-PAC  Precision  Machining,  Inc.  and  Celtic  Capital Corporation, and
consented  to  by  Purchaser,  wherein  Seller  assigns  the Inventory Note, the
Equipment  Note  and  the  Security  Agreement  to  Celtic  Capital Corporation.

"Closing  Date":  As  defined  in  Section  6.1  hereof.

"Code":  The  Internal  Revenue  Code  of  1986,  as  amended.

"Consent":  Any consent, approval, authorization, action, waiver, permit, grant,
franchise,  concession, agreement, license, exemption or Order of, registration,
certificate,  declaration  or  filing  with,  or report or notice to, any Person
(including  foreign  Persons),  including  any  Governmental  Body.

"Continuing  Employees":  Those  employees  of  Seller listed on Schedule 1.1(a)
hereto  who are reasonably expected by Seller to desire to stay in the employ of
Purchaser  following  the  Closing.

"Customer  Data":  All of Seller's customer lists, lists of potential customers,
sales  records  (including pricing information and customer contractual status),
other  records,  telephone  and  fax numbers, email addresses and other customer
data  (including  credit  data)  relating  to  the  Business.

"Damages":  Any  and  all  damages,  claims,  obligations, demands, assessments,
penalties,  liabilities  (joint or several), costs, losses, diminution in value,
defenses,  judgments,  suits, proceedings, disbursements and expenses (including
disbursements,  expenses and reasonable fees of attorneys, accountants and other
professional  advisors  and  of  expert  witnesses,  costs  of investigation and
preparation,  and  costs of settlement) of any kind whatsoever, whether fixed or
contingent,  suffered  or  incurred by a Person, without regard to the timing of
any  payment  or  performance.

"Disclosure Schedules":  The schedules to this Agreement delivered by Seller and
Owner  to  Purchaser  on the date hereof and incorporated by reference into this
Agreement.

"EBITDA  Note":  The  EBITDA  Note Agreement to be entered into by Purchaser and
Owner  in  the  form  attached  as  Exhibit  P  hereto.

"Employee  Benefit  Plan"  or "Plan":  Means (A) all employee benefit plans
within  the  meaning  of ERISA Section 3(3), including multiple employer welfare
arrangements  (within  the  meaning of ERISA Section 3(40)), plans to which more
than  one  unaffiliated employer contributes and employee benefit plans (such as
foreign  or  excess  benefit  plans) which are not subject to ERISA; and (B) all
stock  or  membership  interest  option  plans,  bonus or incentive award plans,
severance  pay  policies  or  agreements,  deferred  compensation  agreements,
supplemental  income arrangements, vacation plans and all other employee benefit
plans,  agreements  and  arrangements  not  described  in  (A)  above.

"Employment  Agreement":  The  form  of  Employment Agreement to be entered
into  with William Grivas, the form of which is attached hereto as Exhibit D and
the form of Employment Agreement to be entered into with Patrick Moore, the form
of  which  is  attached  hereto  as  Exhibit  E.

"Environmental  Laws":  All  Applicable  Laws and any judicial or administrative
interpretations  thereof relating to the protection of the environment, to human
health  and  safety,  or  relating  to  the  emission,  discharge,  generation,
processing,  storage, holding, abatement, existence, release, threatened release
or  transportation  of  any  Hazardous  Materials  or  waste,  including (i) the
Comprehensive  Environmental  Response,  Compensation  and  Liability  Act,  the
Resource  Conservation and Recovery Act, the Clean Air Act, the Toxic Substances
Control Act, the Federal Water Pollution Control Act, the Endangered Species Act
and  the  Occupational  Safety  and  Health  Act,  (ii)  all  other requirements
pertaining to the reporting, licensing, permitting, investigation or remediation
of emissions, discharges, releases or threatened releases of Hazardous Materials
or Solid Waste into the air, surface water, ground water or land, or relating to
the  manufacture,  processing,  distribution,  use,  sale,  treatment,  receipt,
storage,  disposal, transport or handling of Hazardous Materials or Solid Waste,
and  (iii) all other requirements pertaining to the protection of the health and
safety  of  employees  or  the  public.

"Equipment":  As  defined  in  Section  2.1(d)  hereof.

"Equipment Note":  The Equipment Note (Carlsbad) and the Equipment Note (Mexico)
given  by  Purchaser,  as  maker,  to  Seller,  as  payee.  The  Equipment  Note
(Carlsbad) will be in the form attached as Exhibit F hereto.  The Equipment Note
(Mexico)  will be agreed to as to form prior to the Mexican Closing described in
Sections  6.4  through  6.6  hereof.

"ERISA":  Employee  Retirement  Income  Security  Act  of  1974,  as  amended.

"ERISA  Affiliate":  An  Affiliate  of  Seller  that  was or may be considered a
single  employer  with  Seller  under  ERISA Section 4001(b) or part of the same

"controlled  group"  as  Seller  for  purposes  of  ERISA  Section 302(d)(8)(C).

"Excluded  Liabilities":  As  defined  in  Section  2.6  hereof.

"GAAP":  Generally  accepted  accounting  principles  in  the  United  States of
America  from  time  to  time  in  effect.

"Governmental  Approval":  Any  Consent  of, from or with any Governmental Body.

"Governmental  Body":  Any  court  or  any  federal,  state,  municipal or other
governmental  department,  commission,  board,  bureau,  agency,  authority  or
instrumentality,  domestic  or  foreign.

"Hazardous  Materials":  Any  waste,  substance,  material,  smoke,  gas  or
particulate  matter  that:  (i)  is or contains asbestos, urea formaldehyde foam
insulation, polychlorinated biphenyls, petroleum or petroleum-derived substances
or wastes, radon gas or related materials, (ii) requires investigation, removal,
regulation  or remediation under any Environmental Law, or is defined, listed or
identified  as a "hazardous waste" or "hazardous substance" thereunder, or (iii)
is  toxic,  explosive,  corrosive,  flammable,  infectious,  radioactive,
carcinogenic,  mutagenic, or otherwise hazardous or dangerous or is regulated by
any  Governmental  Body  or  Environmental  Law.

"Including"  or  "Includes":  Means  including  without  limitation  or includes
without  limitation.

"Indemnified  Person"  or  "Indemnifying  Person":  As  defined  in  Section 7.4
hereof.

"Inventory":  As  defined  in  Section  2.1(a)  hereof.

"Inventory  Note":  The  Inventory Note given by Purchaser, as maker, to Seller,
as  payee,  in  the  form  of  Exhibit  G  hereto.

"Knowledge":  The  terms  "knowledge,"  "awareness" and "belief" and any similar
term  or  words of like import shall mean the knowledge, awareness or belief, as
the  case  may be, of the officers of Seller or Owner following due inquiry with
respect  to the subject matter of the representation and/or warranty being given
by  Seller  or  Owner  in  Article  3  hereof.

"Leased  Real  Property":  All  interests  leased  pursuant to the Real Property
Leases.

"Liability":  Any  commitments,  debts,  liabilities,  obligations  (including
contract  and  capitalization lease obligations), indebtedness, accounts payable
and  accrued expenses of any nature whatsoever (whether any of the foregoing are
known  or  unknown,  secured  or  unsecured, asserted or unasserted, absolute or
contingent, direct or indirect, accrued or unaccrued, liquidated or unliquidated
and/or  due  or to become due), including any liability or obligation for Taxes.

"Lien":  All  mortgages,  deeds  of  trust,  claims,  liens, security interests,
pledges,  leases,  conditional sale contracts, rights of first refusal, options,
charges,  liabilities, obligations, agreements, easements, rights-of-way, powers
of  attorney,  limitations, reservations, restrictions and other encumbrances of
any  kind.

"Material  Adverse  Effect":  Any effect (individually or in the aggregate) that
is,  or could be reasonably expected to be materially adverse to the Business or
Assets  of  the  Seller  (other  than  a  change in national economic conditions
generally)  whether or not the result thereof would be covered by insurance that
will or could reasonably be expected to result in Damages of $10,000 or greater.

"Multiemployer  Plan":  An  employee  benefit  plan  as defined in ERISA Section
3(37).

"Operative  Documents":  This  Agreement,  the Assumption Agreement, the Bill of
Sale,  the  Consulting  Agreement, the Employment Agreement, the Inventory Note,
the  Equipment  Note,  the Security Agreement, the Celtic Assignment, the EBITDA
Note  and  all other agreements, instruments, documents, exhibits, schedules and
certificates  executed  and  delivered  by  or  on behalf of Seller or Purchaser
pursuant  to  this  Agreement.

"Order":  Any  order,  writ,  injunction,  decree,  judgment, award, decision or
determination  of,  or  agreement  with,  any  Governmental  Body.

"Owner":  National  Manufacturing  Technologies, Inc., a California corporation.

"Permits":  All permits, authorizations, certificates, approvals, registrations,
variances,  exemptions,  rights-of-way,  franchises,  privileges,  immunities,
grants,  ordinances,  licenses  and other rights of every kind and character (a)
under any (i) Applicable Law, (ii) Order or (iii) contract with any Governmental
Body  or  (b)  granted  by  any  Governmental  Body.

"Permitted  Encumbrances":  (i)  Liens for Taxes and assessments not yet due and
payable;  (ii)  liens  of equipment lessors for the equipment listed on Schedule
2.5(a)(iii);  (iii)  landlord's  liens created by statute and not by affirmative
action  of  any  landlord;  and  (iv)  the  lien  of  the  Security  Agreement.

"Person":  An  individual,  partnership,  joint  venture,  corporation, company,
limited  liability  company,  bank,  trust,  unincorporated  organization,
Governmental  Body  or  other  entity  or  group.

"Premises":  Business  location  of Seller including the Leased Real Property at
the  Carlsbad Facility and the Mexican Facility, where specific equipment listed
in  Schedule  2.1(b)  is  located.

"Proceeding":  Any  action,  claim,  suit,  proceeding, litigation, arbitration,
mediation,  investigation,  inquiry  grievance,  review  or  notice.

"Products":  Means  all  products  manufactured,  assembled, tested, fabricated,
produced,  licensed,  marketed,  or  distributed  as  part  of  the  Business.

"Properties":  As  defined  in  Section  3.14  hereof.

"Purchase  Price":  As  defined  in  Section  2.3  hereof.

"Real  Property  Leases":  the  real  property  leases,  subleases, licenses and
occupancy agreements pursuant to which Seller is the lessee, sublessee, licensee
or  occupant,  which  relate  to  or  are  being  used  in  the  Business.

"Scheduled  Contracts":  As  defined  in  Section  2.1(d)  hereof.

"Security  Agreement":  The  Security Agreement given by Purchaser, as Grantor,]
to  Seller,  as  secured  party,  in  the  form  of  Exhibit  H  hereto.

"Solid  Waste":  Any garbage, refuse, sludge from a waste treatment plant, water
supply  treatment  plant,  or  air  pollution  control  facility,  including air
emissions  discharged  into  the  environment  whether  pursuant  to a permit or
exemption  from  a  Governmental  Body or pursuant to any Environmental Law, and
other  discarded  material, including solid, liquid, semi-solid, or contained or
fugitive  gaseous  material  resulting  from  industrial, commercial, mining and
agricultural  operations,  and  from  community  activities.

"Supplier  Data":  All of Seller's supplier and vendor lists, records, telephone
and  fax  numbers,  email  addresses  and  publications  and  marketing material
relating  to  the  purchase  of  goods or the provision of services to Seller in
connection  with  the  Business.

"Tax Obligations":  Any Taxes which are attributable or related to the Assets or
the  Business  for  any  time  on  or  before  the  Closing Date or which may be
applicable  because  of  the  Transactions.

"Taxes":  Any federal, state, local or foreign income, franchise, sales, excise,
real or personal property, ad valorem or other Taxes, assessments, fees, levies,
imposts, duties, deductions or other charges of any nature whatsoever (including
interest  and  penalties)  imposed  by  any  Applicable  Law.

"Threatened":  Any  matter  or thing will be deemed to have been Threatened when
used herein with respect to any party if that party has received notice from the
Person  to whom the threat is attributable or such Person's agents, which notice
makes  specific  reference  to  and clearly identifies the matter or thing being
threatened.

"Transaction"  or  "Transactions":  The  acquisition  of  the  Assets  and  the
performance  of  the  other  covenants  and the consummation of the transactions
described  in  this  Agreement.

"Transaction  Expenses":  The  expenses  incurred  in  connection  with  the
preparation,  negotiation,  execution  and performance of this Agreement and the
consummation of the Transactions, including all fees and expenses of counsel and
representatives.
Other  terms  shall  have  the  meanings  ascribed  to  elsewhere  herein.

ARTICLE
   2.     SALE  OF  ASSETS;  ASSUMPTION  OF  CERTAIN  LIABILITIES.
           -------------------------------------------------------

     2.1     Agreement  to  Purchase  and  Sell.
     Subject  to  the  applicable terms and conditions of this Agreement, Seller
shall  sell,  transfer,  assign,  convey and deliver to Purchaser, and Purchaser
shall  purchase,  the assets of Seller used in the Business described below (the
"Assets"),  free  and clear of all Liens, other than the Permitted Encumbrances:

     (a)     Inventory.  The  inventory of finished goods, work-in-progress, raw
materials, supply inventory, goods, replacements, components, devices, equipment
and  other  similar items owned or held by Seller for use in connection with the
manufacture  or  sale  of  Products  or  the  repair, replacement, modification,
customization  or  installation  of  Products,  and  office  and  other supplies
(collectively,  the  "Inventory")  listed  in  Schedule  2.1(a)  hereto.

     (b)     Equipment.  All office furniture, space dividers and work cubicles,
manufacturing,  fabricating,  demonstration  and  other  equipment,  machinery,
apparatus,  tools,  appliances,  printing  presses  and  related parts, samples,
implements,  spare  parts and supplies (collectively, the "Equipment") listed in
Schedule  2.1(b)  hereto.

     (c)     Computer  Equipment/Software.  All  computer equipment and hardware
used  in  the  Business, including all central processing units, terminals, disk
drives,  tape  drives,  electronic  memory  units, printers, keyboards, servers,
screens,  peripherals  (and  other  input/output  devices),  modems  and  other
communication  controllers,  embedded  devices  and  any  and  all  parts  and
appurtenances  thereto  (collectively,  the  "Computer  Equipment/Software"),
together  with  all  right,  title  and  interest of Seller in, to and under all
intellectual  property  used  by Seller in the Business in the operation of such
Computer  Equipment/Software,  including  all  software,  all  data  files,  all
licenses  related  to  Seller's  use of such Computer Equipment/Software and all
leases  pursuant  to  which  Seller leases any Computer Equipment/Software.  The
Computer  Equipment/Software  is  listed  in  Schedule  2.1(c)  hereto.

(d)     Scheduled  Contracts.  Except  for  the  right  to  collect  and  retain
accounts  receivable accrued by Seller on or before the Closing Date, all right,
title  and  interest  of  Seller  in,  to and under all contracts, arrangements,
licenses,  leases  (including  capital  leases),  purchase orders and agreements
(whether  written  or oral) related to or arising out of the Business and listed
on  Schedule  2.1(d)  hereto  (collectively, the "Scheduled Contracts") plus the
Backlog  Orders  listed  on  Schedule  2.1(e)  hereto, and all rights (including
rights of adjustment, refund and offset relating thereto), privileges, deposits,
claims,  causes  of  action  and options relating or pertaining to the Scheduled
Contracts  or  any  thereof  insofar  as  any  of  the  foregoing relates to the
Business.  Seller  has  delivered to Purchaser true, correct and complete copies
of  all  Scheduled  Contracts.

(e)     Backlog  Orders.  All  of  Seller's  backlog  of  orders  for  Products
manufactured,  fabricated or sold by Seller in the Business, which are listed in
Schedule  2.1(e)  hereto  (collectively,  the  "Backlog Orders").  Copies of all
Backlog  Orders  are  included in the Scheduled Contracts delivered to Purchaser
pursuant  to  Section  2.1(d)  hereof.

(f)     Customer  Data and Supplier Data.  All of the Customer Data and Supplier
Data.

(g)     Left  intentionally  blank.

(h)     Leased  Real  Property.  The  leasehold  interest  in  the real property
subject  to  the  Real  Property  Leases  (the  "Leased  Real  Property").

(i)     Permits.  To  the  extent transferable, all of Seller's Permits relating
to  the  Business  or  all  or  any part of the Assets.  The Permits include the
Permits  listed  on  Schedule  2.1(i).

(j)     Books  and  Records.  Subject  to  Section  5.8  hereof, all of Seller's
books,  records,  papers,  files and instruments of whatever nature and wherever
located  that  relate  to  the  Business  or the Assets or which are required or
necessary  in  order  for  Purchaser  to conduct the Business, including graphic
materials, specifications, surveys, building and machinery diagrams, warranties,
maintenance  and  production  records,  media,  personnel  and  labor  relations
records,  environmental  records  and  reports,  sales and marketing literature,
brochures  or  other sales aids, catalogs, price lists, mailing lists, sales and
property  Tax  records  and  returns.

    2.2     Excluded  Assets.
            ----------------
     The  foregoing  definition  of  Assets  specifically  excludes  accounts
receivable  of  Seller  as of the date hereof and all other assets of Seller not
listed  in  Section  2.1  hereof.

    2.3     Purchase  Price.
            ---------------
     Subject  to  the  terms  and  conditions  of  this Agreement, the aggregate
purchase price (the "Purchase Price") to be paid by Purchaser to Seller shall be
the  following:

     (a)     $1,788,213.45  in  the  form  of  the  Inventory  Note;  and

(b)     Equipment Note totaling $454,730, which Equipment Note is secured by the
Security  Agreement.

    2.4     Allocation  of  Purchase  Price.
             -------------------------------

     (a)     The Purchase Price for the Assets shall be allocated on the Closing
Date (or as soon as practical thereafter) among the Assets in accordance with an
allocation  schedule  to  be  prepared  by Purchaser and consented to by Seller,
which  consent  shall  not  be  unreasonably withheld.  Such allocation schedule
shall  be  prepared  in  accordance  with  Section  1060  of  the  Code.
(b)     In  connection  with  a  determination  of  the  allocation  schedule
contemplated  in  Section  2.4(a)  above,  the parties shall cooperate with each
other and provide such information as any of them shall reasonably request.  The
parties  shall  each  report  the  federal,  state  and  local  and  other  Tax
consequences  of the purchase and sale contemplated hereby (including the filing
of  IRS  Forms  8594)  in  a manner consistent with such allocation schedule and
shall  not  make  any  inconsistent  written  statement or take any inconsistent
position on any Tax returns during the course of any IRS or other Tax audit, for
any  financial  or  regulatory  purpose,  in  any litigation or investigation or
otherwise.
(c)     Each  party  shall promptly notify the other party if it receives notice
that  the  IRS proposes any allocation different from the allocation agreed upon
in  accordance  with  this  Section  2.4.

     2.5     Assumption  of  Liabilities.
              ---------------------------

     (a)     Subject  to  and  upon  all  of  the  terms  and conditions of this
Agreement,  as  of  the  date after the Closing Date, Purchaser shall assume and
agree to pay, perform and discharge only the following specified obligations and
liabilities  of  Seller  and  no  others  (the  "Assumed  Obligations"):

     (i)     the  rights,  liabilities, obligations and commitments of Seller to
perform the Scheduled Contracts specifically set forth on Schedule 2.1(d) to the
extent  that  the Scheduled Contracts have not been performed at the time of the
Closing  and  are  not in default, but not including any obligation or liability
for  any  amount owed with respect to or arising as a result of a breach thereof
or  delay  in  performance  occurring  prior  to  the  Closing  Date;

     (ii)     the  assumption  of  Sellers'  obligations  which  arise after the
Closing  Date  under  the  Real  Property  Leases;

     (iii)     the  assumption of Seller's current obligations, as well as those
which  arise  after  the  Closing  Date,  under  the  equipment leases listed on
Schedule  2.5(a)(iii)  hereto;

     (iv)     sales  taxes  attributable  or relating to the sale of the Assets;
and

(v)     Seller's  obligations for vacation pay for the employees of Seller which
Purchaser  elects  to  hire.

     (b)     EXCEPT  AS PROVIDED IN SECTION 2.5(A), PURCHASER DOES NOT ASSUME OR
AGREE  TO PAY, PERFORM OR DISCHARGE, AND SHALL NOT BE RESPONSIBLE FOR, ANY OTHER
LIABILITIES  OF  SELLER  OF ANY KIND WHATSOEVER, including Liabilities based on,
arising  out  of,  or  in  connection  with:

     (i)     the  Transaction  Expenses  incurred  by  Seller;

     (ii)     any  claims  which relate to Products sold or services rendered by
Seller  on  or  prior  to  the  Closing  Date;

(iii)     defective  performance  or default or alleged defective performance or
default  under  any  Scheduled  Contract  by Seller or of any express or implied
warranty with respect to such performance on or prior to the Closing Date or any
Liability  as  a  result  in  the  delay  in  performance  or delivery under any
Scheduled  Contract;

(iv)     breach  or  alleged  breach  of  any Scheduled Contract by Seller on or
prior  to  the  Closing  Date;

(v)     any  Taxes  (other  than  sales  taxes)  attributable or relating to the
Assets  or  the Business of Seller relating to any time on or before the Closing
Date,  or  which may be applicable because of Seller's sale of any of the Assets
to  Purchaser;

(vi)     except  for the Real Property Leases and the equipment leases listed on
Schedule  2.5(a)(iii),  any  lease  obligations  or  indebtedness  of  Seller;

(vii)     except  for  accrued vacation pay for Seller's employees who are hired
by  Purchaser,  any  claims  by  any of Seller's directors, officers, employees,
agents,  consultants,  Affiliates,  personnel  or  shareholders relating to this
Agreement  or  its  performance  or  consummation,  or any claims by any of them
relating  to  or arising out of (A) their employment (including any modification
or  termination  thereof or any tort or discrimination claims arising therefrom)
by  Seller,  (B)  any  employment  contract,  consulting  agreement  or  similar
arrangement  relating to or arising out of the retention of such person, and any
collective bargaining agreements and similar contracts to which any such persons
are  a  party,  (C) any pensions or other benefit liabilities of Seller, (D) any
accrued  payroll,  bonus or other employment related liability or obligation, or
(E) any Applicable Law relating to the employment relationship, including wages,
hours,  concerted  activity,  discrimination or nondiscrimination, occupational,
health  and  safety,  or  payment  and/or  withholding  of  Taxes;

(viii)     any  severance  pay or obligations due or afforded Seller's employees
not  offered employment by or substantially on the same terms of such employee's
present  employment  with  Seller  or  offered  employment  on  different terms;

(ix)     any  obligations  for  contributions  to  any  Employee Benefit Plan or
Multiemployer  Plan,  and  any  claims  based  on  any  Employee Benefit Plan or
Multiemployer  Plan  or  any  other  benefit liabilities of Seller of whatsoever
nature (including all liabilities to any Person under ERISA and the Code and all
liabilities  to  any  Governmental  Body);

(x)     any  claims  or conditions arising on or prior to the Closing Date under
or  relating  to  noncompliance or alleged noncompliance with any Applicable Law
including  any  Environmental  Law,  attributable  or  relating  to  the  Assets
(including  the  ownership, use or operation thereof) or the Business of Seller;

(xi)     any  unlicensed  or  other unauthorized use or alleged use by Seller of
any  patented  or  unpatented  invention,  or  registered  or unregistered trade
secret,  copyright,  trademark,  trade  name, service mark or other intellectual
property  rights,  including  the  Intangible  Assets;

(xii)     any  dividend  or  other distribution declared or otherwise payable by
Seller;

(xiii)     any  accounts  payable  of  Seller;  or

(xiv)     any  Liability  to  any  Person,  including  any  accrual  thereof.

     (c)     Purchaser  shall have no Liability with respect to Taxes payable by
Seller  or related to the Assets or the Business prior to the Closing whether or
not  payable  prior  to  the  Closing.

     (d)     Purchaser  shall  assume  and  agree  to  discharge  the  Assumed
Obligations  relating  to the Business, by executing and delivering to Seller an
assumption  agreement  substantially  in  the form of Exhibit B attached hereto.

     2.6     Excluded  Liabilities.
             ---------------------
     Notwithstanding the provisions of Section 2.5 or any other provision hereof
or any Operative Document and regardless of any disclosure to Purchaser, neither
Purchaser  nor  any of its Affiliates shall assume or have any liability for any
Liabilities  (collectively,  the "Excluded Liabilities") of Seller or any of its
Affiliates,  or which in any manner relates to or arises out of the operation of
the  Business  or  the  ownership  of  the Assets during any period prior to the
Closing  Date  or  which  are owed by Seller to any of Seller's Affiliates other
than  those  obligations  and  commitments  comprising  the Assumed Obligations.

     2.7     Further  Assurances.
             -------------------
     At  all  times after the date hereof as may be reasonably necessary, Seller
and  Owner  shall  execute  and  deliver  to  Purchaser  (i) such instruments of
transfer  as  shall  be reasonably necessary or appropriate to vest in Purchaser
good  and  indefeasible  title  to  the  Assets and to otherwise comply with the
terms, purposes and intent of this Agreement, and (ii) such other instruments as
shall  be  reasonably  necessary  or  appropriate  to evidence the assignment by
Seller  of  the  Scheduled  Contracts  and  the  Real  Property  Leases.

    3.     REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.
           --------------------------------------------

     Seller  and  Owner,  jointly and severally, hereby represent and warrant to
Purchaser  that  the  following  is true, correct and complete as of the date of
this  Agreement, regardless of what investigations, if any, Purchaser shall have
made  prior  hereto:

    3.1     Organization;  Qualification.
             ----------------------------
     Seller  is  a  corporation  duly  organized,  validly  existing and in good
standing  under  the laws of the State of California.  Seller has full corporate
power  and  authority  to  own and lease all of the properties and assets it now
owns  and  leases  and  to  carry  on  its  business  as  now  being  conducted.

    3.2     Authority  Relative  to  this  Agreement.
             ----------------------------------------
     Seller  and  Owner  each has full corporate power and authority to execute,
deliver  and  perform  this  Agreement  (including  execution,  delivery  and
performance  of the Operative Documents to which each of them is a party) and to
consummate  the Transactions.  The execution and delivery by Seller and Owner of
this  Agreement  and  the  Operative  Documents,  and  the  consummation  of the
Transactions, have been duly and validly authorized by the Board of Directors of
Seller  and the shareholders of the Seller in accordance with Applicable Law and
no  other corporate proceedings on the part of Seller are necessary with respect
thereto.  This  Agreement  has  been  duly and validly executed and delivered by
Seller  and  Owner,  and  constitutes the legal, valid and binding obligation of
Seller and Owner, enforceable against each of them in accordance with its terms.
Seller  and  Owner  will  each take, and cause to be taken, all corporate action
that  is  necessary  for  Seller to complete the Transactions to be completed by
Seller,  Purchaser  or  Owner  pursuant  to  this  Agreement.

     3.3     Consents  and  Approvals.
              ------------------------
     Except  as  set  forth  in  Schedule  3.3,  the  execution,  delivery  and
performance  by  Seller  and Owner of this Agreement and the Operative Documents
and  the consummation of the Transactions by each of them requires no Consent or
Order  by,  from  or  with  any  Governmental Body or other Person, all of which
Consents  have  been  obtained.

    3.4     Authority;  Licenses.
            --------------------
     Seller  possesses  all  of  the  Permits required by Applicable Law and the
Permits  set  forth  on  Schedule  2.1(i),  which  constitute all of the Permits
necessary  for  Seller  to own, use, operate and lease the properties and Assets
and  to  carry  on  the  Business  as it is now being conducted on the Premises.

     3.5     No  Violations.
             --------------
     Neither  the  execution,  delivery  or performance of this Agreement or the
Operative  Documents  by  Seller  and  Owner, nor the consummation by Seller and
Owner  of  the  Transactions  will  (a) conflict with or result in any breach or
violation of any provision of the Articles of Incorporation or Bylaws of Seller,
(b)  result in a default, or give rise to any right of termination, cancellation
or  acceleration  or  loss of any material benefit under any Scheduled Contract,
(c)  result in the creation or imposition of any Lien on any of the Assets other
than  that  imposed by the Security Agreement, (d) violate any Order, Applicable
Law  or  Permit  applicable  to Seller, Owner, the Business or the Assets or (e)
violate  any  territorial  restriction on the business of Seller or Owner or any
noncompetition  or  similar  arrangement.

     3.6     Compliance  with  Law.
             ---------------------

     (a)     Neither  Seller, the Assets nor the Business is in violation in any
material  respect  of any Applicable Law.  Neither Seller nor Owner is aware of,
nor prior to the date hereof, have either of them received actual notice of, any
past,  present  or future conditions, events, practices or incidents which could
be  reasonably  expect  to  interfere  in  any  material  manner with or prevent
compliance or continued compliance in all material respects with Applicable Law.
To  Seller's  or  Owner's  knowledge,  no  such  Applicable  Law  with  a future
compliance  date could reasonably be expected to have a Material Adverse Effect.

(b)     Schedule  3.3  sets  forth all Governmental Approvals and other Consents
necessary  for,  or  otherwise  material  to, the conduct of the Business or the
ownership,  use or operation of the Assets.  All such Governmental Approvals and
Consents have been duly obtained and are in full force and effect, and Seller is
in  compliance  with each of such Governmental Approvals and Consents held by it
relating  to  the  conduct or operation of the Business or the ownership, use or
operation  of  the  Assets.

(c)     Seller  has filed with the proper authorities all statements and reports
required  by the Applicable Laws to which it or any of its employees (because of
his  or  her activities on behalf of his or her employer) is subject relating to
the  conduct  or operation of the Business or the ownership, use or operation of
the  Assets.

     3.7     Title  to  and  Condition  of  Assets  and  Property.
             ----------------------------------------------------

     (a)     Seller  has  good  and  indefeasible  title  to all Assets and such
Assets  are  free and clear of all Liens, except for the Permitted Encumbrances.
The  Assets  constitute  all  assets  and  properties  that  are currently being
utilized  in  the Business and that are necessary in the conduct of the Business
as  presently  being  conducted.  Seller  has  not  sold,  transferred,  leased,
distributed  or  otherwise  disposed  of  any of the Assets, or agreed to do so,
except for sales of inventory in the ordinary course of business consistent with
past  practices.  Upon  consummation of the Transactions, Purchaser will own the
Assets  free  and  clear  of  all  Liens  except  for  Permitted  Encumbrances.

     (b)     The Assets which are equipment described in Schedule 2.1(b) (i) are
in  good operating condition and repair, subject to ordinary wear and tear, (ii)
are  fit in all material respects for the purposes for which they are being used
and  are  capable  of  being  used  in the Business as presently being conducted
without  present  need  for  any  material  repair  or replacement except in the
ordinary course of the Business, (iii) conform in all material respects with all
Applicable Laws, (iv) have been fitted and equipped with all necessary or proper
guards,  shields,  cutoffs and other safety devices and such devices are in good
operating  condition  and repair, subject ordinary wear and tear, and (v) in the
aggregate  provide capacity that is consistent with prior capacity needs and can
enable  Purchaser  to  engage  in  commercial  operation  of  the  Business on a
continuous  basis  (subject  to  normal  maintenance  and  repair outages in the
ordinary  course).  Except  as  set  forth on Schedule 3.7(b)hereto, no material
item  of maintenance, replacement or repair has been deferred or neglected.  All
of  the  Assets (subject to normal maintenance, replacement or repair outages in
the  ordinary  course  of Business) have been and are now producing merchantable
Products  and  are adequate and sufficient for all material operations conducted
by the Business in substantially the same manner as currently conducted prior to
Closing.

     (c)     Except  as  set  forth  in  Schedule  3.7(c), no Hazardous Material
exists  in any structure located on, or existing on or under the surface of, any
real  property owned, leased or otherwise used by the Seller, any predecessor or
successor to the Seller or Affiliate of the Seller in the Business.  To Seller's
Knowledge,  Seller  has not ever been in material violation of any Environmental
Law.  Except  as  set  fort  in  Schedule  3.7(c),  there  has  not  been  any
environmental  assessments  or audits of the Seller or any of its Assets.  There
is  no  Proceeding  pending  or  Threatened  against  Seller  relating  to  the
environment  nor  is  there a basis for the assertion against Seller of any such
Proceeding.  Except  as  set  forth  in  the Schedule 3.7(c), neither Seller nor
Owner has received notice of, nor does either of them know of, any past, present
or  future  events,  conditions,  facts,  circumstances,  activities, practices,
incidents, actions or plans which relate to the ownership, use, operation, lease
or  occupancy  of any Asset or the operation of the Business, that may interfere
with  or  prevent  compliance or continued compliance or that might constitute a
violation  of  any  Environmental  Law.
(d)     None  of  Seller's  Excluded  Assets  will  be  needed in the continuing
operation  of  the  Business  following  the  Closing  Date.

     3.8     Investigation  or  Litigation.
             -----------------------------
     There  is  no  Proceeding  pending  or  Threatened  against, relating to or
affecting  the  Seller,  the Owner, the Assets or the Business.  Neither Seller,
Owner,  the  Business  nor  the  Assets  is  subject  to  any currently existing
Proceeding by any Governmental Body or other Person that would affect, or create
a lien on, the Assets being purchased.  To Seller's and Owner's knowledge, there
is  no  reasonable basis for the assertion of any Proceeding by any Governmental
Body or any Person regarding any violation of any Environmental Law or any other
Applicable  Law.

     3.9     Employee  Benefits.
             ------------------
     Neither  Seller  nor  Owner is in default or in violation of Applicable Law
under  any  Employee  Benefit  Plan  maintained  by  Seller for employees in the
Business  at  the  Premises.  All  such Employee Benefit Plans are fully funded.
Neither Seller nor any ERISA Affiliate has ever maintained a Multiemployer Plan.
None  of  the  Plans  has  ever  provided  health  care or any other non-pension
benefits  to  any  employees  after  their employment was terminated (other than
coverage  mandated  by  Applicable  Law)  or  has  ever promised to provide such
post-termination  benefits.  As a result of this Agreement, Purchaser shall have
no  liability  or  responsibility  of any notice for, or in connection with, any
Employee  Benefit  Plans  of  Seller  to  any  Person.

     3.10     Labor  and  Employee  Matters.
              -----------------------------
     No  employees  of  the  Seller  are  represented  by a union or other labor
organization.  Neither  Seller  nor  Owner  is  aware  of  any  union organizing
activities  or  Proceedings  involving, or any pending petitions for recognition
of, a labor union or association.  There are no labor disputes currently subject
to  any Proceeding, there is no Proceeding pending or Threatened or, to Seller's
and Owner's Knowledge, contemplated with respect to any employee employed in the
operation  of  the  Business,  and  no  basis  exists  for  asserting any of the
foregoing.  There  has  been  no  labor  strike,  dispute,  slowdown or stoppage
pending  or  Threatened  against  or  affecting  the  Seller.  Seller  has  no
obligations,  contingent  or  otherwise,  under  any  employment  or  consulting
agreement,  or  collective  bargaining  agreement or other contract with a labor
union  or  other  labor  or employee group.  Seller is not engaged in any unfair
labor practice and has complied with all provisions of Applicable Law pertaining
to  the  employment  of  employees  employed  in  the operation of the Business,
including  all  such  Applicable  Laws  relating  to  labor  relations,  equal
employment,  employment practices, terms and conditions of employment, wages and
hours,  entitlement,  prohibited  discrimination  or  other  similar  employment
practices  or  acts.  No  agreement  which is binding on the Seller restricts it
from  relocating  or  closing  any of its operations.  Seller has terminated, or
will terminate prior to the applicable Closing Date, all of its employees at the
Carlsbad  Facility  and the Mexican Facility.  Seller has no liability under the
Workers  Adjustment  and Retraining Notification ("WARN") Act of 1988, nor under
comparable  laws,  if  any,  in  Mexico.

     3.11     Taxes.
              -----
     There are no Tax Liens or assessments upon any of the Assets of Seller nor,
except  for a late payment of payroll taxes notice, has notice been given of any
event  which  could  lead to any such Lien.  No federal, state, local or foreign
audit,  investigation  or Proceeding of Seller or Owner is pending or Threatened
which  might  impose  a  lien  on the Assets.  Neither Seller nor the Owner have
granted  any  extension  to any taxing authority of the limitation period during
which any Tax liability which might impose a lien on the Assets may be asserted.
Except  as  described  in  the  first  sentence of this Section 3.11, all monies
required to be withheld by Seller from Continuing Employees, social security and
unemployment  insurance  Taxes  for  Continuing Employees, which taxes are to be
paid  by  Seller  to  any  Governmental  Body,  have been paid to the applicable
Governmental  Body.  Consummation  of  the  Transactions  will not result in any
obligations  for  Tax  on  the  Assets.

     3.12     Inventories.
              -----------
     Schedule  3.12  contains  a  complete  and  correct  list  of  all Seller's
inventory  of  raw materials, work in process and finished goods which is valued
on  Schedule 3.12 at the lower of cost or market.  Schedule 3.12 also sets forth
the  estimated  value  of  inventory  which  is specifically identified as being
required  to  complete  orders  for  Seller's  customers  on  the  Closing Date.

     3.13     Real  Property  Leases.
              ----------------------
     Schedule  3.13  contains  a  complete and correct list of all Real Property
Leases,  setting  forth  the address, landlord and tenant for each Real Property
Lease, along with the address to which rental payments are made and the name and
phone  number  of  a  contact  person  at such address.  Seller has delivered to
Purchaser  true,  correct and complete copies of the Real Property Leases.  Each
Real Property Lease is legal, valid, binding, enforceable, and in full force and
effect.  Neither  Seller, nor any other party is in default, violation or breach
under  any Real Property Lease, and no event has occurred and is continuing that
constitutes  or,  with  notice  or the lapse of time or both, would constitute a
default,  violation  or  breach  in  any  respect under any Real Property Lease.
Seller's  rights  under  the  Real  Property  Leases  are not subordinate to, or
defeasible  by,  any security interest on the Leased Real Property, or any prior
lease  thereon.  Seller enjoys peaceful and undisturbed possession of the Leased
Real  Property  under  the  Real  Property  Leases  to  which  it  is  a  party.

    3.14     Environmental  Matters.
             ----------------------

     (a)     Seller  holds  all  Permits,  regulatory  plans  and  compliance
schedules,  including  any  permit  or exemption regulating the discharge of air
emissions,  necessary  under  Environmental  Laws  for  conducting the Business.
Seller  has duly complied with, and its business, operations, assets, equipment,
leaseholds  and  other  facilities are in compliance with, the provisions of all
Environmental  Laws.

(b)     Seller  has  utilized, handled, stored, delivered for disposal, disposed
of  and transported all wastes, whether hazardous or not, in compliance with all
Environmental  Laws  and  other  Applicable Laws has not contaminated any of the
Leased Real Property or the Assets (collectively, the "Properties") or any other
properties  so  as  not  to  give rise to any reporting, remediation or clean-up
obligation  or  any  other  Liability  of  any kind on the part of Seller or any
subsequent owner, occupant or operator of the Properties under any Environmental
Law.  No  past  or  present  disposal,  discharge, spill or other release of, or
treatment,  transportation  or  other  handling  of Hazardous Materials or Solid
Waste on, in, under or offsite from any of the Properties, or adjacent property,
will  subject  Seller  or  any  subsequent  owner,  occupant  or operator of the
Properties  to  corrective  or  compliance  action or any other Liability of any
kind.  Seller  has  kept all records and made all filings required by Applicable
Laws  with  respect  to emissions or potential emissions into the environment of
solids,  liquids, gases, heat, light, noise, radiation and other forms of matter
or  energy  and the proper disposal of materials.  Schedule 3.14 lists all waste
haulers,  waste  disposal  sites,  dump  sites  and  other areas at which wastes
generated  by  Seller  have been disposed of by Seller or such waste haulers (in
each  case  identifying  such  wastes), and will specifically identify each such
site  or  area  which  is  or has been included in any published federal, state,
local  or  foreign  "superfund" or other list of hazardous, toxic or other waste
sites  or  areas  identified  for  remedial  clean-up  or investigatory actions.

(c)     The  Properties,  the  other  assets  of  Seller  and  Seller's  other
properties,  including  its  buildings,  fixtures,  machinery,  equipment  and
inventory  (whether now or previously owned, leased or used by Seller), have not
been  contaminated,  tainted  or  polluted,  nor  will such properties or assets
become contaminated, tainted or polluted, as a result of activities conducted by
Seller or the migration of contaminants from any adjacent property.  None of the
Properties appears on the National Priority List or any federal, state, local or
foreign  listing  which  identifies sites for remedial clean-up or investigatory
actions.  No  asbestos,  PCB's,  urea-formaldehyde, underground storage tanks or
plating  operations  are  or  were  located  on  the Properties, and none of the
Properties  has  been  used  to  handle,  treat, store or dispose of or has been
contaminated  (including  contamination  of  soils,  subsurface  groundwater and
surface  waters  located  on, in, under or adjacent to such premises) with or by
pollutants, wastes or any other substances, which contamination may give rise to
a  reporting, remediation or clean-up obligation with respect to such Properties
or  the  property  of  others  under  any  Environmental  Law.

(d)     There  is no Proceeding pending or Threatened against Seller (or against
any  other  Person for whose acts or omissions Seller may be responsible), or to
the  knowledge of Seller and Owner contemplated, relating to the environment nor
is  there  a basis for the assertion against Seller (or against any other Person
for  whose  acts or omissions Seller may be responsible) of any such Proceeding.
Seller and Owner have not received notice of, and Seller and Owner are not aware
of,  any  past,  present  or  future  events,  conditions, facts, circumstances,
activities,  practices,  incidents,  actions or plans that may interfere with or
prevent  compliance or continued compliance or that might constitute a violation
of  any  Environmental  Laws, which relate to the use, ownership or occupancy of
the  Properties  or  the  operation  of  the Business.  Seller has never been in
violation  of  any  Environmental  Laws,  and  there  are  not any environmental
assessments  or  audits  of  Seller  or  any of their respective assets.  To the
Knowledge  of  Seller  and Owner, there are no existing or pending Environmental
Laws  with  a  future  compliance  date  that  will  require operational change,
business practice modification or capital expenditures with respect to Seller or
any of the Real Property or any property formerly owned or controlled by Seller.

     3.15     Left  intentionally  blank.
              --------------------------

     3.16     Product  and  Service  Warranties.
              ---------------------------------
     There  is  no  claim  against  Seller  on  account  of  Product  or service
warranties  or  with  respect  to the manufacture, fabrication, sale or lease of
Products or performance of services, including any amount due to any customer by
reason  of  any understanding or  agreement between Seller and any customer, and
there  is  no  basis  for  any  such  claim  on  account  of Products heretofore
manufactured,  fabricated,  sold  or  leased  or  services  performed.

     3.17     Contracts.
              ---------

     (a)     Seller has delivered to Purchaser true, correct and complete copies
of  all  Scheduled  Contracts, together with all amendments thereto and accurate
descriptions  of  all  material  terms of all oral contracts (including all oral
contracts with suppliers), that are Scheduled Contracts that affects the Assets.

     (b)     All  Scheduled Contracts are and following the Closing Date will be
in full force and effect and enforceable against each party thereto.  Seller has
not  received  notice  of  any  plan  or intention of any party to any Scheduled
Contract  to  exercise  any  right  to cancel, terminate or modify any Scheduled
Contract.  There  does  not  exist  under  any  Scheduled  Contract any event of
default or event or condition that, after notice or lapse of time or both, would
constitute  a  violation,  breach  or event of default thereunder on the part of
Seller or, to Seller's or Owner's Knowledge, any other party thereto.  Except as
set  forth  in  Schedule  3.17(b),  no  Consent  is required under any Scheduled
Contract  as  a  result  of or in connection with, and the enforceability of any
Scheduled  Contract  will  not  be  affected  in  any  manner by, the execution,
delivery  and  performance of this Agreement or any other agreement executed and
delivered  hereunder  or pursuant hereto or the consummation of the Transactions
contemplated  hereby  or  thereby.

     (c)     Seller  has  not  granted  any  outstanding  power of attorney with
respect  to  the  Business  or  the  Assets.
(d)     Except as disclosed on Schedule 2.5(a)(iii), all equipment leases are in
full  force  and  effect,  and  no  events  of default exist with regard to such
equipment  leases.

     3.18     Left  intentionally  blank.
              --------------------------

     3.19     Customers  and  Suppliers.
              -------------------------

     (a)     Seller  has  previously  supplied  Purchaser  with  a  list  of its
principal  customers  and  suppliers.  Seller's relationships with suppliers are
currently  adequate  to support the Business.  Neither Seller nor Owner is aware
of  any  fact or reason which would prohibit the continuance or otherwise impair
in any material respect the relationship of Purchaser with Seller's customers or
suppliers  after  the  Closing  Date.

(b)     Schedule  2.1(e) lists all open Backlog Orders from customers, copies of
all  written  instruments  evidencing  the  items  listed in Schedule 2.1(e) and
copies  of  the  forms  of  written  sales  orders  used by the Seller have been
delivered  to  Purchaser,  or are being delivered by Seller to Purchaser, at the
Closing.  The  aggregate  Backlog  Orders from customers outstanding at the date
hereof  does  not  exceed $2,179,045.14  Such purchase orders may be canceled at
any time without penalty except as described on Schedule 2.1(e).  As of the date
hereof  there are no purchase orders for equipment unless previously approved in
writing  by  Purchaser.

(c)     To  the  extent  requested  by Purchaser, Seller has either cancelled or
assigned  to  Purchaser  the  purchase orders with its suppliers effective as of
this  date.

     3.20     No  Brokers.
              -----------
     Seller  has  not  employed  any  broker,  agent  or  finder or incurred any
liability  for  any  brokerage  fees, commissions or finders' fees in connection
with  the  Transactions.

     3.21     Bulk  Sales  Notice.
              -------------------
     Seller has complied with the notice provisions of the California Bulk Sales
Law  (Division 6 of the California Commercial Code).  Schedule 3.21 is a list of
all  claims  received  by  Seller  based  on  the  published  Bulk Sales Notice.

     3.22     Disclosure.
              ----------

     (a)     Each  of  Seller  and  Owner  has  delivered  or  made available to
Purchaser complete and accurate copies of all documents listed on the Disclosure
Schedules  delivered  as  a  part hereof and all other information requested for
deciding  whether  to  consummate the Transactions hereby.  No representation or
warranty  of  Seller  or  Owner  contained in this Agreement or statement in the
Disclosure Schedules hereto contains any untrue statement.  No representation or
warranty  of  Seller  and  Owner contained in this Agreement or statement in the
Disclosure Schedules hereto omits to state a material fact necessary in order to
make the statements herein or therein, in light of the circumstances under which
they  were  made,  not  misleading.

(b)     There  has  been  no event, transaction or information which has come to
the  attention  of  the  Seller  and Owner which, as it relates to the Business,
could,  individually  or  in  the  aggregate,  reasonably  be expected to have a
Material  Adverse  Effect on the Business or the Assets.  There is no fact known
to  Seller and Owner which has specific application to Purchaser and which could
have  a  Material  Adverse  Effect  on the Assets, the Business or Purchaser but
which  has  not  been  set  forth  in this Agreement or the Disclosure Schedules
hereto.

(c)     In  the event of any inconsistency between the statements in the body of
this  Agreement  and  those  in  the  Disclosure Schedules hereto (other than an
exception expressly set forth as such in the Disclosure Schedules in relation to
a  specifically  identified representation or warranty), those in this Agreement
shall  control.

   4.     REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER.
          -----------------------------------------------

     Purchaser  hereby  represents and warrants to Seller that the following are
true,  correct  and complete as of the date of this Agreement regardless of what
investigations,  if  any,  Seller  shall  have  made  prior  hereto:

   4.1     Organization.
           ------------
     Purchaser  is  a  corporation  duly organized, validly existing and in good
standing  under  the  laws  of  the State of California.  Purchaser has the full
corporate  power and authority to own and lease all of the properties and assets
it  now  owns  and  leases  and to carry on its business as now being conducted.
Purchaser  is duly qualified or licensed as a foreign corporation and is in good
standing to do business in each jurisdiction in which the property owned, leased
or  operated  by  it  or  the  nature of the business conducted by it makes such
qualification  necessary.

     4.2     Authority  Relative  to  this  Agreement.
            ----------------------------------------
     Purchaser  has  full  power  and  authority  (corporate  and  otherwise) to
execute,  deliver  and perform this Agreement (including execution, delivery and
performance of the Operative Documents) and to consummate the Transactions.  The
execution  and  delivery by Purchaser of this Agreement, and the consummation of
the  Transactions,  have  been  duly  and  validly  authorized  by  the Board of
Directors  of  Purchaser  and  no  other  corporate  proceedings  on the part of
Purchaser  are necessary with respect thereto.  This Agreement has been duly and
validly executed and delivered by Purchaser and constitutes the legal, valid and
binding obligation of Purchaser enforceable against Purchaser in accordance with
its  terms.

    4.3     Consents  and  Approvals.
            ------------------------
     Except  as  set  forth  in  or  otherwise required by this Agreement or the
Operative  Documents,  the  execution,  delivery and performance by Purchaser of
this  Agreement  and  the  consummation  of  the  Transactions by it requires no
Consent  or Order of, by or in respect of, any Governmental Body or other Person
except  as  has  been  received  by  Purchaser  on or prior to the Closing Date.

     4.4     No  Brokers.
            -----------
     Purchaser  has  not  employed  any  broker, agent or finder or incurred any
liability  for  any  brokerage  fees, commissions or finders' fees in connection
with  the  Transactions.

    5.     ADDITIONAL  AGREEMENTS.
           ----------------------

     5.1     Further  Assurances.
             -------------------
     Subject  to  the  terms and conditions herein provided, each of the parties
hereto  agrees  to  use  all  commercially  reasonable  efforts to do all things
necessary,  proper  or  advisable  under  Applicable  Laws  and  regulations  to
consummate  and  make  effective  the Transactions contemplated by the Operative
Documents.  At  any  time  after  the  Closing  Date,  if  any further action is
necessary,  proper  or  advisable  to  carry out the purposes of this Agreement,
then,  as  soon as is reasonably practicable, each party to this Agreement shall
take,  or  cause  its  proper  officers to take, such action.  Each party hereto
further agrees to cooperate fully with the other party after the consummation of
the Transactions for the purpose of providing Purchaser with the information and
access  to  information  necessary  to ensure Purchaser with a reasonably smooth
transition  into  the  ownership  of  the  Business.

     5.2     Public  Announcements.
             ---------------------
     The  parties  agree  to  consult with each other prior to making any public
announcement or other public disclosure concerning the Transactions contemplated
by  this  Agreement,  including  any of terms and conditions of such.  Except as
otherwise  required by Applicable Law (including Applicable Laws and regulations
promulgated  by  or  for  the Securities and Exchange Commission), neither party
shall  and  shall  not  permit  any  of  its  respective  Affiliates,  agents or
representatives,  to make directly or indirectly a public announcement regarding
the  Transactions  contemplated  by  this  Agreement  without  the prior written
consent  of  the  other party, which consent shall not be unreasonably withheld.
If  a  party  is  required  by  law to make any such disclosure, it must provide
notice  of  such  requirement,  as  soon  as  practicable,  to  the other party.

     5.3     Post  Closing  Information.
             --------------------------
     Purchaser,  Seller  and  Owner  shall  cooperate with one another after the
Closing  by providing the requesting party, without any additional consideration
but  at the expense of the requesting party, promptly upon request, such records
and other information regarding the Assets and the Business as may reasonably be
requested  from  time  to  time  by  the requesting party in connection with the
preparation  or  audit  of  its  federal,  state  and local income and other Tax
returns,  if  any,  and  any  audits,  disputes,  refund  claims or third Person
litigation  relating  thereto  or  any  other  third  Person  litigation  or
investigation,  if  any.  In  such  connection,  each  party  will  afford  the
Purchaser's  representatives  including  independent  tax  advisers  and  others
reasonable  access  to books and records relating to the Business or the Assets.

    5.4     Left  intentionally  blank.
            --------------------------


     5.5     Employees.
            ---------
    Purchaser  shall use commercially reasonable efforts to employ those of the
Continuing  Employees  it  elects  to  hire  as  of the day after the applicable
Closing  Date  upon such terms and with such benefits as Purchaser elects.  Each
individual  offered  employment  by  Purchaser shall be considered "newly hired"
and,  except  for  accrued  vacation  pay,  Purchaser  shall  have  no liability
whatsoever with respect to any matter relating to the employment of such persons
by  Seller prior to the Closing Date.   The provisions of this Section 5.5 shall
inure  solely  to  the  benefit  of  Seller  and  no third Person (including any
employee  of  Seller)  shall  be  permitted  to  rely  hereon  as  a third party
beneficiary  or  otherwise.  Purchaser  shall  take  all  actions  necessary  or
appropriate  to  permit  those of  the Continuing Employees it elects to hire to
participate as soon as practical after the Closing Date in the standard employee
benefit  programs  of  Purchaser  for  which  they  are  otherwise  eligible.

     5.6     Mail,  Etc.
             -----------
     Purchaser,  on  the one hand, and Seller and Owner, on the other hand, each
agree  to  promptly  deliver  to  the  other  the  original of any mail or other
communication  received  by  such  party  after  the  Closing  Date which should
properly  be  the property of the other.  Purchaser, on the one hand, and Seller
and Owner, on the other hand, each further agree from and after the Closing Date
to  promptly  deliver  to  the other, or their respective designees, any monies,
checks  or  other  instruments  of  payment to which the other party is entitled
hereunder,  together  with  a  reasonable  accounting  therefor.

    5.7     Covenant  Not  To  Compete.
             --------------------------

     (a)     Covenant  of Seller.  For a period of five years from and after the
date  hereof,  Seller  hereby  covenants  and agrees that it shall not engage or
participate,  directly  or  indirectly,  in  a  business in competition with the
business  conducted  by  Seller at the Premises 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 Seller
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 5.7,
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  Seller  and  Owner.

(c)     Remedy.  The  parties  acknowledge  and agree that the remedy at law for
any  breach of the foregoing covenant not to compete will be inadequate and that
Purchaser  shall  be  entitled,  in addition to any remedy at law, to injunctive
relief.

(d)     Consideration.  The  consideration  for  the  foregoing  covenant not to
compete,  which  is hereby agreed to be a material element of this Agreement, is
Purchaser's agreement to purchase the Assets and pay the Purchase Price provided
herein,  and  Seller  acknowledges  the  adequacy  of  such  consideration.

     5.8     Cooperation.
             -----------
     After consummation of the Transactions, the Seller and the Owner each agree
to cooperate with Purchaser (to the extent reasonably requested by Purchaser) in
the  transition  of  employees,  customers, vendors, suppliers and other Persons
currently  having a business relationship with the Seller.  Without limiting the
generality  of  the  foregoing,  at  Purchaser's request, Seller and Owner shall
cooperate with Purchaser in making any internal or external notice, announcement
or  other communication related to the consummation of the Transactions and such
other  matters  as Purchaser shall reasonably require.  Purchaser shall make the
books  and  records  described  in  Section 2.1(j) hereof available to Seller or
Owner,  or  their agents, on reasonable notice and during normal business hours,
to  complete  audits,  tax  returns  and  other  reporting  requirements.

     5.9     Prorations  of  Property  Taxes.
            -------------------------------
     Ad valorem real property taxes and assessments imposed by the Real Property
Leases  and  personal  property  Taxes  and  assessments  on the Assets shall be
prorated  between  Purchaser  and Seller as of the applicable Closing Date.  All
such prorations shall be allocated so that items relating to time periods ending
on  or  prior  to  the  applicable Closing Date shall be allocated to Seller and
items relating to time periods beginning after the applicable Closing Date shall
be allocated to Purchaser.  To the extent possible, all of such prorations shall
be  settled  on  the  applicable  Closing  Date  or  within  30 days thereafter.

     5.10     Product  Repairs  and  Reworks.
              ------------------------------
     If Products which were sold and delivered to customers prior to the Closing
Date  are  returned to Purchaser for warranty repairs or rework to meet required
customer  specifications,  Purchaser  agrees  to  perform  the necessary work on
behalf  of  Seller and Owner to obtain customer satisfaction at a cost to Seller
or Owner of $35 per hour plus materials at cost.  Prior to starting such repairs
or  rework, Purchaser will provide Seller and Owner with a written cost estimate
which  Seller or Owner must agree to prior to Purchaser initiating the rework or
repaid.   Seller  and/or  Owner agree to reimburse Purchaser in cash or by check
for  such  work  immediately  upon  receipt  of  an invoice from Purchaser.  The
parties  hereto  agree  that  any  amount  due from Seller or Owner to Purchaser
pursuant  to  this  Section  5.10  shall  not  be  included  in  the  $25,000
indemnification  threshold  set  forth  in  Section  7.2  hereof.

    6.     CLOSING  AND  TERMINATION.
           -------------------------


   6.1     Closing  and  Closing  Date.
           ---------------------------
     With  regard to the Assets and business conducted at the Carlsbad Facility,
the date of this Agreement is the "Closing Date."  With regard to the Assets and
business  conducted  at  the  Mexican Facility, the Closing Date shall be a date
mutually  agreed  upon  by  the  parties  within  30  days  of  the date of this
Agreement, or such other date as the parties mutually agree.  The closing of the
Transactions  contemplated  by  this  Agreement  (the  "Closing")  shall, unless
another  date  or  place is agreed to in writing by Seller, Owner and Purchaser,
take  place  at  the offices of Arter & Hadden LLP, Five Park Plaza, Suite 1000,
Irvine,  California  92614, at 10:00 a.m. on the applicable Closing Date or such
other  place  and  date  as  the  parties  may  agree  upon  in  writing.

     6.2     Seller's  Deliveries  at  Carlsbad  Facility  Closing.
            -----------------------------------------------------
     At  the  Carlsbad  Facility  Closing, Seller shall deliver to Purchaser all
documents,  certificates  and agreements necessary to transfer to Purchaser good
and  indefeasible title to the Assets located in the Carlsbad Facility, free and
clear  of  any  and  all  Liens  thereon,  other  than  Permitted  Encumbrances,
including,  without  limitation,  the  following  signed  documents:

(a)     Bill  of  Sale  (Carlsbad);

(b)     Assignment  of  the  Scheduled  Contracts, assigning to Purchaser all of
Seller's  right,  title  and  interest  therein and thereto with, at Purchaser's
election,  any  required  Consent  endorsed  thereon  in  the  form of Exhibit I
attached  hereto;

(c)     Assignment  of  the  Real  Property  Leases;

(d)     Landlord's  Consent  to  Assignment  of  Real  Property  Leases  in
substantially  the  form  attached  as  Exhibit  J  hereto;

(e)     Employment  Agreement  with  Patrick  Moore  signed  by  Mr.  Moore;

(f)     Employment  Agreement  with  William  Grivas  signed  by  Mr.  Grivas;

(g)     The  Celtic  Assignment;

(h)     The Landlord's Consent and Waiver in the form attached as Exhibit K
hereto;

(i)     The  Receivables  Sideletter  in  the form attached as Exhibit L hereto;

(j)     Good  standing  certificates  for Seller and Owner from the Secretary of
State  of  the State of California bearing a date within 20 calendar days of the
Closing  Date;

(k)     Good  Standing  certificate  from the California Franchise Tax Board for
Seller,  bearing  the  date  within  20  calendar  days  of  the  Closing  Date;

(l)     Good standing certificate from the California Franchise Tax Board Owner,
bearing  the  date  within  20  calendar  days  of  the  Closing  Date;

(m)     FIRPTA  Certificate  in  the  form  attached  as  Exhibit  M  hereto;

(n)     Proof  of  proper  publication  of  Bulk  Sales  Notice;

(o)     UCC  releases  for  inventory  and  equipment  being  sold;

(p)     Secretary's  and  Incumbency  Certificate  of  I-PAC Manufacturing, Inc.
attaching  (i)  Board  of  Directors  resolutions  of Seller approving the Asset
Purchase  Agreement  and  all agreements or instruments referred to therein; and
(ii)  Board  of  Directors  resolutions  of  Owner  approving  the  transaction;

(q)     Copy  of  notice  of  termination  of  employees  pursuant to California
Unemployment  Insurance  Code  Section  1089;

(r)     An  opinion  of  counsel  to  Seller  and Owner, dated the Closing Date,
substantially  in  the  form  of  Exhibit  N  hereto;  and

(s)     The  EBITDA  Note.

6.3         Purchaser's  Deliveries  at  Carlsbad  Facility  Closing.
            --------------------------------------------------------
     At  the  Carlsbad  Facility  Closing, Purchaser shall deliver to Seller the
following  signed  documents:
(a)     The  Inventory  Note;

(b)     The  Equipment  Note  (Carlsbad);

(c)     The  Security  Agreement;

(d)     The  Assumption  Agreement;

(e)     The  Celtic  Assignment;

(f)     Assignment  of  Scheduled  Contacts;

(g)     Assignment  of  Real  Property  Leases;

(h)     Landlord's  Consent  and  Waiver;

(i)     Landlord's  Consent  to  Assignment  of  Real  Property  Leases;

(j)     Receivables  Sideletter;

(k)     Employment  Agreement  for  Patrick  Moore;

(l)     Employment  Agreement  for  William  Grivas;

(m)     Good  standing  certificate issued within 20 days of the Closing Date by
the  Secretary  of  State  of  the  State  of  California;

(n)     Opinion  of counsel for Purchaser, dated the Closing Date, substantially
in  the  form  of  Exhibit  O  hereto;

(o)     Secretary's  and  Incumbency Certificate of Purchaser attaching Board of
Directors  resolutions  of  Purchaser  approving  the  transaction;  and

(p)     The  EBITDA  Note.

6.4         Conditions  Precedent  to  Mexican  Closing.
            -------------------------------------------
     Prior  to  the  Mexican  Closing,  the following shall have occurred to the
satisfaction  of  Purchaser:

(a)     Purchaser  shall  have  completed  the  formation  of  a  Mexican
subsidiary  under  the  laws  of  Mexico.

(b)     A  lease  of  the  premises in which the Mexican Facility is located has
been  negotiated  by  Purchaser (or its Mexican subsidiary) and the owner of the
premises.

(c)     Purchaser has satisfied itself that the portion of the Assets located in
the  Mexican  Facility  are  free  of  Liens  under  Mexican  law.

(d)     Purchaser  has received, and agreed upon, a list of the equipment in the
Mexican  Facility to be transferred at the Mexican Closing and has agreed to the
value  thereof.

6.5         Seller's  Deliveries  at  Mexican  Closing.
             ------------------------------------------
     At  the  Mexican  Closing, Seller shall deliver to Purchaser all documents,
certificates  and  agreements  necessary  to  transfer  to  Purchaser  good  and
indefeasible title to the Assets located in the Mexican Facility, free and clear
of  any  and  all  Liens  thereon, other than Permitted Encumbrances, including,
without limitation, the Bill of Sale (Mexico) and Lien releases, if any, for the
equipment  identified  on  the  Bill  of  Sale  (Mexico).

6.6         Purchaser's  Deliveries  at  Mexican  Closing.
            ---------------------------------------------
     At  the  Mexican  Facility  Closing,  Purchaser shall deliver to Seller the
Equipment  Note  (Mexico).

7    .     SURVIVAL  AND  INDEMNIFICATION.
           ------------------------------

7.1         Survival.
             --------

     (a)     The  representations  and  warranties of Seller and Owner set forth
herein  and  in  the  Operative  Documents  shall  survive  the  Closing and the
consummation of the Transactions and shall continue in full force and effect for
the  periods  specified  below  ("Survival  Period"):

     (i)     the  representations  and  warranties  of  the  Seller  and  Owner
contained  in  Sections  3.2,  3.3, 3.5 and 3.7(a) first sentence, shall survive
indefinitely;

     (ii)     representations and warranties contained in Sections 3.9, 3.12 and
3.14  shall  survive until the expiration of any applicable statute or period of
limitations,  and  any  extensions  thereof;  and
(iii)     all  other representations and warranties shall survive for two years.

     (b)     The  covenants  of  Seller  and  Owner  set forth herein and in the
Operative  Documents  shall  survive  the  Closing  and  consummation  of  the
Transactions  for  stated  term  of  the  respective  covenant or, if no term is
stated,  four  years.

     (c)     Anything to the contrary notwithstanding, the Survival Period shall
be  extended  automatically  to  include  any time period necessary to resolve a
claim  for  indemnification which was made before the expiration of the Survival
Period  but  not  resolved prior to its expiration, and any such extension shall
apply  only  as  to  the claims asserted and not so resolved within the Survival
Period.  Liability  for any such item shall continue until such claim shall have
been  finally  settled,  decided  or  adjudicated.

7.2         Indemnity  by  Seller.
            ---------------------
     Seller and Owner shall indemnify and hold Purchaser and its Affiliates (the
"Purchaser  Indemnitees"),  harmless  from  and  against:

(a)     any  Damages suffered or incurred arising out or as a result of any
Liability  of Seller and Owner, or any Affiliate of Seller and Owner, arising on
or  prior  to  the  Closing  Date  (except  for  the  Assumed  Obligations);

(b)     any  Damages suffered or incurred because of the breach or inaccuracy of
any  representation or warranty made by Seller or the Owner in this Agreement or
the  Operative  Documents;

(c)     any  Damages  based  on, arising out of, or resulting from the breach or
failure  or  alleged  breach  or  failure  by  Seller  or  Owner  to perform any
agreement,  covenant  or  other obligation contained in this Agreement or in any
Operative  Document;

(d)     any  Damages  based on, arising out of, or resulting from any employment
relationship,  or  for any salary or other compensation or benefits attributable
to  service  or  employment  with Seller or any of its Affiliates (including any
Employee  Benefit  Plan,  all  Liabilities  to any Person under the Occupational
Safety and Health Act ("OSHA"), all Liabilities under ERISA or the Code, and all
Liabilities  to  any  Governmental  Body),  attributable in each case arising or
resulting  from facts or circumstances existing on or prior to the Closing Date;

(e)     any  Damages  based on, arising out of, or resulting from the failure or
alleged  failure  of  Seller and Owner, or any Affiliate of Seller and Owner, to
comply  with  Applicable Law, including any failure or alleged failure to comply
with,  or  failure or alleged failure to take any remedial action arising under,
any  Environmental  Law,  in  each  case  relating  to the ownership, use and/or
operation  of  the  Assets  and the operation of the Business on or prior to the
date  of  Closing;

(f)     any  Damages  based on, arising out of, or resulting from the failure or
alleged failure of Seller and Owner or any Affiliate of Seller and Owner, to pay
or  withhold  any Tax or for failing or allegedly failing to accurately complete
any  return due with regard thereto, in each case relating to the ownership, use
and/or  operation  of  the Assets and the conduct of the Business on or prior to
the  Closing;

(g)     any  Damages  based on, arising out of, or resulting from the failure of
Seller and Owner to pay when due any Tax triggered by, based on, arising out of,
or  attributable  to  the  Transactions  contemplated  or  effected  hereunder;

(h)     any  Damages  based  on,  arising out of, or resulting from the Excluded
Assets;  and

(i)     the  Transaction  Expenses  incurred  by  Seller  and  Owner.
Notwithstanding  anything  to the contrary in this Section 7.2, Seller and Owner
shall  have  no  Liability  to  the  Purchaser  Indemnitees  for  breaches  of
representations or warranties unless and solely to the extent that the aggregate
amount  of Purchaser Indemnitee Damages resulting therefrom exceeds $25,000 and,
after  such  $25,000  threshold is met, Seller and Owner shall have Liability to
the  Purchaser  Indemnitees  for all Purchaser Indemnitee Damages resulting from
such  breaches;  provided,  further,  that  such  limitation  shall not apply to
Purchaser  Indemnitee Damages for breaches of the representations and warranties
contained  in Sections 3.2, 3.3, 3.5, 3.7(a), 3.7(b), 3.11 and 3.14; or breaches
of  representations  and  warranties  constituting  fraud  or  intentional
misrepresentation;  and  provided,  further,  such  limitations  shall  not  be
interpreted  to  expand  the  amount  or  categories  of  Assumed  Obligations.

7.3         Indemnity  by  Purchaser.
            ------------------------
     Purchaser  shall  indemnify  and  hold Seller or Owner and their respective
Affiliates  and  the  officers,  directors, agents, attorneys and accountants of
each  of  them  (the  "Seller  Indemnitees"),  harmless  from  and  against:

(a)     any  Damages suffered or incurred arising out or as a result of any
Liability of Purchaser, or any Affiliate of Purchaser, arising after the Closing
Date;

(b)     any  Damages suffered or incurred because of the breach or inaccuracy of
any  representation  or  warranty  made  by  Purchaser  in this Agreement or the
Operative  Documents;  and

(c)     any  Damages based on, arising out of, or resulting from the breach
or  failure  or alleged breach of failure by Purchaser to perform any agreement,
covenant  or  other  obligation  contained  in  Agreement  or  in  any Operative
Document,  including  the  Assumed  Obligations.

7.4         Defense  of  Claims.
            -------------------
     If  a claim for indemnity is to be made by a Purchaser Indemnitee or Seller
Indemnitee  (an  "Indemnified  Person") against Seller or Purchaser, as the case
may  be  (the  "Indemnifying Person"), the Indemnified Person shall give written
notice  to  the  Indemnifying  Person as soon as practical after the Indemnified
Person  becomes  aware  of any fact, condition or event which may give rise to a
claim  for  which  indemnification  may  be sought under this Article 7.  If any
lawsuit  or  enforcement  action is filed against an Indemnified Person, written
notice  thereof  shall  be  given  to  the  Indemnifying  Person  as promptly as
practicable  (and  in any event within 15 days after the service of the citation
or  summons).  After  such  notice,  if  the Indemnifying Person acknowledges in
writing  to  the  Indemnified  Person  that  the  Indemnifying  Person  shall be
obligated  under  the  terms  of its indemnity hereunder in connection with such
lawsuit  or  action,  then  the  Indemnifying Person shall be entitled, if it so
elects  to  take  control  of  the  defense and investigation of such lawsuit or
action and to employ and engage attorneys of its own choice to handle and defend
the same, at the Indemnifying Person's cost, risk and expense, provided that the
Indemnifying  Person  and  its  counsel shall proceed with diligence and in good
faith  with  respect  thereto.  The  Indemnified  Person  shall cooperate in all
reasonable  respects  with  the  Indemnifying  Person  and such attorneys in the
investigation,  trial  and  defenses  of  such  lawsuit or action and any appeal
arising  therefrom;  provided,  however, that the Indemnified Person may, at its
own cost, participate in the investigation, trial and defense of such lawsuit or
action  or  any  appeal  arising  therefrom.  If  the  Indemnifying  Person  has
acknowledged  to  the  Indemnified Person its obligation to indemnify hereunder,
the  Indemnified  Person  shall  not  settle  such lawsuit or enforcement action
without  the  prior  written  consent  of the Indemnifying Person, which consent
shall  not  be unreasonably withheld, and, if the Indemnifying Person has not so
acknowledged  its  obligation,  the  Indemnified  Person  shall  not settle such
lawsuit  or  enforcement action without 20 days prior notice to the Indemnifying
Person.  Notwithstanding anything to the contrary contained in this Section 7.4,
if the Indemnifying Person fails to respond to any service of citation or notice
contemplated  herein, or to prosecute the defense of such action or lawsuit in a
diligent  manner,  the  Indemnified  Person  shall  be  entitled  to  notify the
Indemnifying  Person  in writing and take over the defense in such matter and to
settle  the action or lawsuit following 20 days prior notice to the Indemnifying
Person  both  at  the  expense  of  the  Indemnifying  Person.

7.5         No  Third  Party  Beneficiaries.
            -------------------------------
     The foregoing indemnification is given solely for the purpose of protecting
the Purchaser Indemnitees and Seller Indemnitees and lenders of the Purchaser to
whom  Purchaser  assigns  its rights hereunder, and shall not be deemed extended
to,  or  interpreted in a manner to confer any benefit, right or cause of action
upon,  any  other  Person.

8    .     GENERAL  PROVISIONS  AND  OTHER  AGREEMENTS.
           -------------------------------------------

8.1         Notices.
            -------
     All  notices  and  other  communications  hereunder shall be in writing and
shall  be deemed given if and when delivered personally or transmitted by telex,
facsimile  (receipt  confirmed)  or  telegram, mailed by registered or certified
mail  (return  receipt  requested)  or  sent  by  a recognized next business day
courier  to  the  following persons at the following addresses (or at such other
address  for  a  party  as  shall  be  specified  by  like  notice):
If  to  Purchaser:               ALTON  DIVERSIFIED  TECHNOLOGIES,  INC.
     14101  Myford  Road
     Tustin,  California  92780
     Attention:  Lyle  Jensen
     Facsimile:  714-505-6704
with  a  copy  to:               Arter  &  Hadden  LLP
     725  South  Figueroa  Street
     Suite  3400
     Los  Angeles,  California  90017
     Attention:  David  R.  Decker,  Esq.
     Facsimile:  212-617-9255
If  to  Seller:                    I-PAC  Manufacturing,  Inc.
     4040  Calle  Platino
     Oceanside,  California  92056
     Attention:  James  Hill
     Facsimile:  760-941-5416
If  to  Owner:                    National Manufacturing Technologies, Inc.
     4040  Calle  Platino
     Oceanside,  California  92056
     Attention:  James  Hill
     Facsimile:  760-941-5416
with  a  copy  to:               Luce  Forward  Hamilton  &  Scripps
     600  West  Broadway
     Suite  2600
     San  Diego,  California  92101
     Attention:  Otto  Sorensen,  Esq.
     Facsimile:  619-232-8311

8.2         Fees  and  Expenses.
            -------------------
     Seller,  Owner  and  Purchaser shall each pay all of their respective fees,
costs  and  expenses  (including those of accountants, appraisers and attorneys)
incurred  in  connection  with  or  related  to  the  preparation,  negotiation,
execution, delivery, satisfaction, compliance and consummation of this Agreement
and  the  Transactions  contemplated  hereby.

    8.3     Interpretation.
            --------------
     The  headings  contained  in this Agreement are for reference purposes only
and  shall  not  affect  the meaning or interpretation of this Agreement.  Terms
such as "herein," "hereof," "hereinafter" refer to this Agreement as a whole and
not  to  the  particular  sentence  or  paragraph  where they appear, unless the
context  otherwise requires.  Terms used in the plural include the singular, and
vice  versa,  unless  the  context  otherwise  requires.  This Agreement and the
Operative  Documents  have  been drafted by all of the parties to this Agreement
and  should  not  be  construed  against  any  of  the  parties  hereto.

     8.4     Parties  in  Interest.
             ---------------------
     Nothing  in  this  Agreement,  whether  express  or implied, is intended to
confer  any  rights  or  remedies  under  or  by reason of this Agreement on any
Persons  other  than  Purchaser, Seller and Owner and their respective permitted
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge  the  obligation or liability of any third Person to any party to this
Agreement,  nor  shall  any  provisions  give  any  third  Person  any  right or
subrogation  against  any  party  to  this  Agreement.

   8.5     Governing  Law;  Venue.
           ----------------------
     This  Agreement  shall  be  construed  and  enforced in accordance with the
substantive laws of the State of California without reference to the conflict of
law  provisions.  Venue  for  any  action  shall lie solely in San Diego County,
California.

   8.6     Incorporation  by  Reference.
            ----------------------------
    The  Disclosure  Schedules and Exhibits hereto shall be deemed incorporated
by  reference  in  this  Agreement.

   8.7     Entire  Agreement;  Amendment;  Waiver.
           --------------------------------------
     This  Agreement,  the  Disclosure  Schedules  and  the  Operative Documents
constitute  the  entire Agreement between Seller, Owner and Purchaser pertaining
to  the  subject  matter  contained  herein and therein and supersedes all prior
agreements,  representations,  and  all  understandings  of  the  parties.  No
supplement,  modification  or  amendment  of  this  Agreement  or any such other
instruments shall be binding unless expressed as such and executed in writing by
Purchaser,  Seller  and  Owner.  No  waiver  of  any  of  the provisions of this
Agreement  or  any  such  other  instruments  shall  be  deemed  to  be or shall
constitute  a  waiver  of any other provisions hereof or thereof, whether or not
similar,  nor  shall  any such waiver constitute a continuing waiver.  No waiver
shall  be  binding  unless expressed as such in a document executed by the party
making  the  waiver.

  8.8     Assignment;  Binding  Effect.
           ----------------------------
     This Agreement may not be assigned by operation of law or otherwise, except
that  the  rights  of  the  Purchaser  hereunder  may  be assigned to lenders of
Purchaser,  if  any.  This  Agreement shall be binding on and shall inure to the
benefit  of  the  successors  and  assigns  of  the  parties hereto, but nothing
contained in this paragraph shall be construed as a consent to any assignment of
this  Agreement  by  either  Purchaser, Seller or Owner unless otherwise set out
herein.

  8.9     Severability.
          ------------
     If any provision of this Agreement, including any phrase, sentence, clause,
section  or  subsection, is legally inoperative or unenforceable for any reason,
such circumstances shall not have the effect of rendering any other provision or
provisions herein contained invalid, inoperative, or unenforceable to any extent
whatsoever.

  8.10     Counterparts.
           ------------
     This  Agreement  may  be executed by facsimile in two or more counterparts,
each  of  which  shall  be  deemed  an original, but all of which together shall
constitute  one  and  the  same  instrument.

  8.11     Dispute  Resolution.
           -------------------

     (a)     Negotiation.  The  parties  will  attempt  in good faith to resolve
through negotiation any dispute, claim or controversy arising out of or relating
to  this Agreement.  Either party may initiate negotiations by providing written
notice  in  letter  form  to  the  other party, setting forth the subject of the
dispute  and  the  relief requested.  The recipient of such notice shall respond
within  five  days  with  a  written statement of its position on, and recommend
solution  to,  the  dispute.  If the dispute is not resolved by this exchange of
correspondence,  then  representatives  of  each  party  with  full  settlement
authority  will  meet  at a mutually agreeable time and place within ten days of
the  date  of  the  initial notice in order to exchange relevant information and
perspectives,  and  to  attempt  to  resolve the dispute.  If the dispute is not
resolved by these negotiations, the parties will consider and decide whether the
dispute  should be submitted to the American Arbitration Association ("AAA"), or
its  successor,  for  mediation  or  arbitration.

     (b)     Arbitration.  The  parties  agree that any and all disputes, claims
or  controversies  arising  out  of  or  relating to this Agreement that are not
resolved  by  their  mutual  agreement  shall  be submitted to final and binding
arbitration  before  the  AAA,  or  its successor, pursuant to the United States
Arbitration  Act,  9  U.S.C.  Sec.  1  et  seq.  Either  party  may commence the
arbitration  process called for in this agreement by filing a written demand for
arbitration  with the AAA, with a copy to the other party.  The arbitration will
be conducted in accordance with the provisions of the AAA Commercial Arbitration
Rules  in  effect  at  the  time  of  filing of the demand for arbitration.  The
parties  will  cooperate  with  the  AAA  and  with  one another in selecting an
arbitrator  from  the AAA's panel of neutrals, and in scheduling the arbitration
proceedings.  The parties covenant that they will participate in the arbitration
in good faith, and that they will share equally in its costs.  The provisions of
this  section,  and  any award made pursuant to this section, may be enforced by
any  court of competent jurisdiction, and the party seeking enforcement shall be
entitled to an award of all costs, fees and expenses, including attorneys' fees,
to  be  paid  by  the  party  against  whom  enforcement  is  ordered.

     (c)     Waiver  of Right to Litigation in Court.  NOTICE:  By initialing in
the  space  below you are agreeing to have all disputes, claims or controversies
arising out of or relating to this Agreement decided by neutral arbitration, and
you  are  giving up any rights you might possess to have those matters litigated
in  a  court  or jury trial.  By initialing in the space below you are giving up
your  judicial rights to discovery and appeal except to the extent that they are
specifically  provided  for  under  this Agreement.  If you refuse to submit to
arbitration  after agreeing to this provision, you may be compelled to arbitrate
under  federal  or  state  law.  Your agreement to this arbitration provision is
voluntary.
     We  have  read  and understand the foregoing and agree to submission of all
disputes,  claims  or controversies arising out of or relating to this Agreement
to  neutral  arbitration  in  accordance  with  this  Agreement.

-------------------                    ----------------------
Purchaser                              Seller

------------------
Owner

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by  their  duly  authorized  officers.

OWNER:
NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.
By: /S/ Patrick W. Moore
     -------------------
Name:  Patrick  Moore
Title:  Chief  Executive  Officer

SELLER:                               PURCHASER:
I-PAC  MANUFACTURING,  INC.           ALTON  DIVERSIFIED  TECHNOLOGIES,  INC.
By: /S/ Patrick W. Moore              By: /S/ Lyle Jensen
    --------------------                  --------------------
Name:  Patrick  Moore                 Name:  Lyle  Jensen
Title:  Chief  Executive  Officer     Title:  Chief  Executive  Officer


<PAGE>
466022.4
76087/10777

LIST  OF  EXHIBITS
------------------
Exhibit  A     -     Form  of  Assignment  of  Lease
Exhibit  B     -     Form  of  Assumption  Agreement
Exhibit  C     -     Form  of  Bill  of  Sale  (Carlsbad)  and  (Mexico)
Exhibit  D     -     Employment  Agreement  of  William  Grivas
Exhibit  E     -     Employment  Agreement  of  Patrick  Moore
Exhibit  F     -     Form  of  Equipment  Note  (Carlsbad)  and  (Mexico)
Exhibit  G     -     Form  of  Inventory  Note
Exhibit  H     -     Form  of  Security  Agreement
Exhibit  I     -     Form  of  Assignment  of  the  Scheduled  Contracts
Exhibit  J     -     Form  of  Landlord's Consent to Assignment of Real Property
Leases
Exhibit  K     -     Form  of  Landlord's  Consent  and  Waiver
Exhibit  L     -     Form  of  Receivables  Sideletter
Exhibit  M     -     Form  of  FIRPTA  Certificate
Exhibit  N     -     Form  of  Opinion  of  counsel  to  Seller  and  Owner
Exhibit  O     -     Form  of  Opinion  of  counsel  for  Purchaser
Exhibit  P     -     Form  of  EBITDA  Note

LIST  OF  DISCLOSURE  SCHEDULES
-------------------------------
Schedule  1.1(a)     -     Continuing  Employees
Schedule  2.1(a)     -     Inventory
Schedule  2.1(b)     -     Equipment
Schedule  2.1(c)     -     Computer  Equipment/Software
Schedule  2.1(d)     -     Scheduled  Contracts
Schedule  2.1(e)     -     Backlog  Orders
Schedule  2.1(i)     -     Permits
Schedule  2.5(a)(iii)-     Equipment  Leases  Assumed
Schedule  3.3        -     Consents  and  Approvals
Schedule  3.7(b)     -     Deferred  Maintenance
Schedule  3.7(c)     -     Hazardous  Materials
Schedule  3.13       -     Real  Property  Leases
Schedule  3.14       -     Waste Haulers, Waste Disposal Sites and Dump Sites
Schedule  3.17(b)    -     Contracts
Schedule  3.21       -     Bulk  Sale  Claims

<PAGE>


                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
ARTICLE  1.  DEFINITIONS
Section  1.1  General  Definitions

ARTICLE  2.  SALE  OF  ASSETS;  ASSUMPTION  OF  CERTAIN  LIABILITIES
Section  2.1  Agreement  to  Purchase  and  Sell
Section  2.2  Excluded  Assets
Section  2.3  Purchase  Price
Section  2.4  Allocation  of  Purchase  Price
Section  2.5  Assumption  of  Liabilities
Section  2.6  Excluded  Liabilities
Section  2.7  Further  Assurances

ARTICLE  3.  REPRESENTATIONS  AND  WARRANTIES  OF  SELLER
Section  3.1  Organization;  Qualification
Section  3.2  Authority  Relative  to  this  Agreement
Section  3.3  Consents  and  Approvals
Section  3.4  Authority;  Licenses
Section  3.5  No  Violations
Section  3.6  Compliance  with  Law
Section  3.7  Title  to  and  Condition  of  Assets  and  Property
Section  3.8  Investigation  or  Litigation
Section  3.9  Employee  Benefits
Section  3.10  Labor  and  Employee  Matters
Section  3.11  Taxes
Section  3.12  Inventories
Section  3.13  Real  Property  Leases
Section  3.14  Environmental  Matters
Section  3.15  Left  intentionally  blank
Section  3.16  Product  and  Service  Warranties
Section  3.17  Contracts
Section  3.18  Left  intentionally  blank
Section  3.19  Customers  and  Suppliers
Section  3.20  No  Brokers
Section  3.21  Bulk  Sales  Notice
Section  3.22  Disclosure

ARTICLE  4.  REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER
Section  4.1  Organization
Section  4.2  Authority  Relative  to  this  Agreement
Section  4.3  Consents  and  Approvals
Section  4.4  No  Brokers

ARTICLE  5.  ADDITIONAL  AGREEMENTS
Section  5.1  Further  Assurances
Section  5.2  Public  Announcements
Section  5.3  Post  Closing  Information
Section  5.4  Left  intentionally  blank
Section  5.5  Employees
Section  5.6  Mail,  Etc
Section  5.7  Covenant  Not  To  Compete
Section  5.8  Cooperation
Section  5.9  Prorations  of  Property  Taxes
Section  5.10  Product  Repairs  and  Reworks

ARTICLE  6.  CLOSING  AND  TERMINATION
Section  6.1  Closing  and  Closing  Date
Section  6.2  Seller's  Deliveries  at  Carlsbad  Facility  Closing
Section  6.3  Purchaser's  Deliveries  at  Carlsbad  Facility  Closing
Section  6.4  Conditions  Precedent  to  Mexican  Closing
Section  6.5  Seller's  Deliveries  at  Mexican  Facility  Closing
Section  6.6  Purchaser's  Deliveries  at  Mexican  Facility  Closing

ARTICLE  7.  SURVIVAL  AND  INDEMNIFICATION
Section  7.1  Survival
Section  7.2  Indemnity  by  Seller
Section  7.3  Indemnity  by  Purchaser
Section  7.4  Defense  of  Claims
Section  7.5  No  Third  Party  Beneficiaries

ARTICLE  8.  GENERAL  PROVISIONS  AND  OTHER  AGREEMENTS
Section  8.1  Notices
Section  8.2  Fees  and  Expenses
Section  8.3  Interpretation
Section  8.4  Parties  in  Interest
Section  8.5  Governing  Law;  Venue
Section  8.6  Incorporation  by  Reference
Section  8.7  Entire  Agreement;  Amendment;  Waiver
Section  8.8  Assignment;  Binding  Effect
Section  8.9  Severability
Section  8.10  Counterparts
Section  8.11  Dispute  Resolution


</TEXT>
</DOCUMENT>
