As filed with the Securities and Exchange Commission on June 14, 2000

                                                  Registration No. 333-_________


                       SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549

                                    FORM  S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                    NATIONAL MANUFACTURING TECHNOLOGIES, INC.
                          (FORMERLY PHOTOMATRIX, INC.)
             (Exact name of registrant as specified in its charter)

     CALIFORNIA                                             95-3267788
     ----------                                             ----------
(State  or  other  jurisdiction                      (I.R.S.  Employer
of  incorporation  or  organization)                  Identification  No.)

                               1958 KELLOGG AVENUE
                           CARLSBAD, CALIFORNIA 92008
                                 (760) 431-4999
    (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)



                              1998  STOCK  OPTION  PLAN
                              (Full  Title  of  Plan)



     PATRICK  W.  MOORE,  CHAIRMAN,  CHIEF  EXECUTIVE  OFFICER  AND  PRESIDENT
                     NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.
                               1958  KELLOGG  AVENUE
                            CARLSBAD,  CALIFORNIA  92008
                                (760)  431-4999
          (Name,  address,  including  zip  code,  and  telephone  number,
          including  area  code,  of  agent  for  service)

                                 WITH COPIES TO:
                             OTTO E. SORENSEN, ESQ.
                     LUCE, FORWARD, HAMILTON & SCRIPPS, LLP
                          600 WEST BROADWAY, SUITE 2600
                               SAN DIEGO, CA 92101
                                 (619) 699-2534


                        CALCULATION  OF  REGISTRATION  FEE

================================================================================
                                      Proposed     Proposed
Title of                              Maximum      Maximum
Securities          Amount            Offering     Aggregate       Amount of
to be               to be             Price        Offering        Registration
Registered          Registered*       Per Share    Price           Fee
- -----------------------------------------------------------------------------


Common Stock,      1,500,000 shares   $0.69 (2)    $1,035,000 (2)  $273.24
no par value (1)
===============================================================================

(1)     Includes  additional  shares  of  Common  Stock that may become issuable
pursuant  to  the  anti-dilution  adjustment provisions of the 1998 Stock Option
Plan (the "1998 Plan") pursuant to Rules 416 and 457 under the Securities Act of
1933.  In  addition,  pursuant  to Rule 416(c) under the Securities Act of 1933,
this  registration statement also covers an indeterminate amount of interests to
be  offered  or  sold  pursuant  to  the employee benefit plan described herein.

(2)     In  accordance  with  Rule  457(h),  the  aggregate  offering  price  of
1,500,000  shares  of  Common Stock registered hereby which would be issued upon
exercise of options granted under the 1998 Plan is estimated solely for purposes
of  calculating the registration fee, determined in accordance with Rule 457(c),
using  the average of the high and low price as reported on the Over-the-Counter
Bulletin  Board  on  June 8,  2000,  which  was  $0.69  per  share.


<PAGE>


                                    INTRODUCTION

This  Registration  Statement  on  Form  S-8  is filed by National Manufacturing
Technologies, Inc. (the "Company") relating to 1,500,000 shares of the Company's
common  stock,  no  par value (the "Common Stock"), issuable to employees of the
Company  under  the  1998  Stock  Option  Plan  (the  "Plan").


                                        PART  I

             INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.          PLAN  INFORMATION.*


ITEM  2.          REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


*     Information  required by Part I of Form S-8 to be contained in the Section
10(a)  prospectus is omitted from this Registration Statement in accordance with
Rule  428  under  the Securities Act of 1933, as amended (the "Securities Act"),
and  the  Note  to  Part  I  of  Form  S-8.



<PAGE>
                                      PART  II

                 INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  incorporated  herein  by  reference:

1.     The  Registrant's  Annual  Report  on Form 10-K for the fiscal year ended
March  31,  1999.

2.     All  other  reports  filed by the Registrant pursuant to Section 13(a) or
15(a)  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since  the  end  of  the  fiscal  year  referred  to  in  "1"  above.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and  15(d)  of  the  Exchange  Act  subsequent  to  the date of the Registration
Statement and prior to the filing of a post-effective amendment, which indicates
that  all  securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement and to be a part hereof from the respective dates of the
filing  of  such  documents,  except  as  to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions  for  the purposes of this Registration Statement, any statement in a
document  incorporated by reference shall be deemed to be modified or superseded
to  the extent that a statement contained in the Registration Statement modifies
or  supersedes  a  statement  in  such  document.  Any  statement so modified or
superseded  shall  not  be  deemed,  except  as  so  modified  or superseded, to
constitute  a  part  of  this  Registration  Statement

     The  Registrant will provide without charge to any Plan participant, at the
request  of  such  person,  a  copy  of  any  or  all of the foregoing documents
incorporated  herein  by  reference  (other  than  exhibits  to such documents).
Requests  should  be  directed  to  Jennifer  D.  Brown,  Secretary,  National
Manufacturing  Technologies,  Inc.,  1958  Kellogg  Avenue, Carlsbad, California
92008.

ITEM  4.          DESCRIPTION  OF  SECURITIES.

     Not  Applicable.

ITEM  5.          INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  Applicable.


<PAGE>
ITEM  6.          INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Articles  of  Incorporation  of  the Registrant eliminate the personal
liability  of  directors  of  the  Registrant for monetary damages in derivative
actions  for breach of a director's duty to the Registrant to the fullest extent
allowed  under  California law.  The Articles of Incorporation and Bylaws of the
Registrant  also  provide  for  indemnification of directors, officers and other
agents  of  the Registrant to the fullest extent allowed by law.  The Registrant
also  has  entered  into indemnification agreements with directors, officers and
certain  key  employees  that  provide for indemnification to the maximum extent
permitted by law and provide for advances of defense costs and expenses, subject
to  an undertaking to repay the advanced amounts if the person ultimately is not
entitled  to  indemnification.

     Directors,  officers  and  other  agents  may be indemnified for judgments,
fines,  settlements or other amounts paid in the resolution of claims brought by
a third party if the indemnified person acted in good faith and in a manner that
the  indemnified  person  reasonably  believed  to  be in the best interest of a
corporation  and its shareholders, and in the case of a criminal proceeding, the
indemnified  person has no reasonable cause to believe the conduct was unlawful.
In derivative actions and actions brought by the Registrant, directors, officers
and  other  agents  may be entitled to indemnification against expenses incurred
for  the defense or settlement of such action if the indemnified person acted in
good  faith  in  a manner that person believed to be in the best interest of the
corporation  and  its  shareholders  and  with  such  care, including reasonable
inquiry,  as an ordinarily prudent person in like position would have used under
similar  circumstances.

     The  Registrant  currently  maintains  policies of directors' and officers'
liability  insurance.  The  Registrant has a separate executive risk policy that
insures  against  fiduciary  liability  and  commercial  crime.

ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  Applicable.



<PAGE>
ITEM  8.          EXHIBITS.

     The  following exhibits are filed as a part of this Registration Statement:

Exhibit  Nos.     Description  of  Exhibits
-------------     -------------------------

4.1          Amended and Restated Articles of Incorporation of the Company dated
September  23,  1999  (filed  with  the  Securities  and  Exchange Commission on
November  15,  1999  as  Exhibit  3.2 of the Company's Form 10-Q for the quarter
ended  June  30,  1999,  and  incorporated  herein  by  reference)  .

4.2          Bylaws  of the Company dated May 5, 1998 (filed with the Securities
and  Exchange  Commission  on June 26, 1996 as Exhibit 3.3 of the Company's Form
10-K  for  the year ended March 31, 1996, and incorporated herein by reference).

4.3          Amendment  to  Bylaws dated June 5, 1998 (filed with the Securities
and  Exchange Commission on June 29, 1998 as Exhibit 3.3.1 of the Company's Form
10-KSB for the year ended March 31, 1998, and incorporated herein by reference).

4.4          1998  Stock  Option  Plan.

4.5          Company Name Change from Photomatrix, Inc to National Manufacturing
Technologies,  Inc

5            Opinion of Luce,  Forward, Hamilton & Scripps, LLP, counsel to the
Registrant.

23.1         Consent  of  BDO  Seidman,  LLP,  independent  auditors.

23.2         Consent  of  Luce,  Forward,  Hamilton & Scripps, LLP (included in
Exhibit  5).


<PAGE>
ITEM  9.          UNDERTAKINGS.

1.     The  undersigned  Registrant  hereby  undertakes:

     (i)     To file, during any period in which offers or sales are being made,
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement  or  any material change to such information in the
Registration  Statement.

     (ii)     That,  for  the  purpose  of  determining  any liability under the
Securities  Act  of  1933  (the  "Securities  Act"),  each  such  post-effective
amendment  shall  be  deemed  to be a new registration statement relating to the
securities  offered  therein,  and  the offering of such securities at that time
shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

     (iii)     To  remove  from  registration  by  means  of  a  post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

     2.     The  undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Exchange  Act  (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by reference in the Registration Statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     3.     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors, officers or controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered hereunder, the Registrant will,
unless  in the opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification  by  it  is  against  public  policy  as  expressed in the
Securities  Act  and  will  be governed by the final adjudication of such issue.


<PAGE>

     SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  the  filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City of San Diego, State of California, on the   12 day of
June  2000.

                                    NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.

                                    By:  /s/  Patrick W. Moore
                                        -------------------------
                                        Patrick  W.  Moore
                                        Chairman,  Chief  Executive  Officer
                                        and  President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:


SIGNATURE                      NAME  AND  TITLE                 DATE

                               Patrick  W.  Moore,  President,
                               Chief  Executive Officer,  and
 /s/ Patrick W. Moore          Chairman  of  the  Board
------------------------       of  Directors                    June 12, 2000


 /s/ Larry Naritelli           Larry  Naritelli,  Controller
------------------------       and Chief Accounting Officer     June 12, 2000


 /s/ James P. Hill             James  P.  Hill,  Director       June 12, 2000
------------------------


 /s/ Michael R. Moore          Michael  R. Moore, Director      June 12, 2000
------------------------


 /s/ Binh Q. Le                Binh  Q.  Le,  Director          June 12, 2000
------------------------


 /s/ Michael J. Genovese      Michael  J.  Genovese, Director   June 12, 2000
------------------------


 /s/ Brian L. Kissinger       Brian  L.  Kissinger,  Director   June 12, 2000
------------------------


 /s/ John G. Hamilton, Jr.    John  G. Hamilton, Jr., Director  June 12, 2000
------------------------

<PAGE>
                              EXHIBIT  INDEX


<TABLE>
<CAPTION>

Exhibit No.  Exhibit                                                                                  Page
-----------  ---------------------------------------------------------------------------------------  ----
<C>          <S>                                                                                      <C>
        4.4    1998 Stock Option Plan.                                                                 A-1

        4.5    Company Name Change from Photomatrix, Inc to National Manufacturing Technologies, Inc   B-1

          5    Opinion of Luce, Forward, Hamilton & Scripps, LLP, counsel to the Registrant.           C-1

       23.1    Consent of BDO Seidman, LLP, independent auditors.                                      D-1

       23.2    Consent of Luce, Forward, Hamilton & Scripps, LLP (included in Exhibit 5).
</TABLE>

<PAGE>

                                       17

                                  EXHIBIT  4.4
                                  ------------



                                PHOTOMATRIX, INC.
                             1998 STOCK OPTION PLAN


         1. PURPOSE. This Stock Option Plan (the "Plan") is intended to serve as
an  incentive  to,  and  to  encourage  stock  ownership  by,  certain  eligible
participants  rendering services to PHOTOMATRIX,  INC., a California corporation
(the "Corporation"), and certain affiliates as set forth below, so that they may
acquire or increase their proprietary interest in the Corporation.

         2. ADMINISTRATION.

             2.1  Committee.  The Plan  shall be  administered  by the  Board of
Directors  of the  Corporation  (the  "Board of  Directors")  or a  compensation
committee  of two or more  members  appointed  by the  Board of  Directors  (the
"Committee") who are Non-Employee Directors as defined in Rule 16b-3 promulgated
under Section 16 of the Securities  Exchange Act of 1934 and an outside director
as defined in Treasury Regulation ss. 1.162-27(e)(3). The Committee shall select
one of its members as Chairman and shall appoint a Secretary,  who need not be a
member of the  Committee.  The  Committee  shall hold meetings at such times and
places as it may determine and minutes of such meetings shall be recorded.  Acts
by a majority  of the  Committee  in a meeting at which a quorum is present  and
acts approved in writing by a majority of the members of the Committee  shall be
valid acts of the Committee.

             2.2  Term.  If the Board of  Directors  selects  a  Committee,  the
members of the  Committee  shall serve on the  Committee  for the period of time
determined  by the Board of  Directors  and shall be  subject  to removal by the
Board of  Directors  at any  time.  The Board of  Directors  may  terminate  the
function  of the  Committee  at any time and resume  all  powers  and  authority
previously delegated to the Committee.

             2.3  Authority.  The  Committee  shall  have  sole  discretion  and
authority to grant  options  under the Plan to eligible  participants  rendering
services to the  Corporation or any "parent" or  "subsidiary" of the Corporation
("Parent or Subsidiary"), as defined in Section 424 of the Internal Revenue Code
of 1986,  as amended (the "Code"),  at such times,  under such terms and in such
amounts  as it may  decide.  For  purposes  of this  Plan and any  Stock  Option
Agreement (as defined below), the term "Corporation" shall include any Parent or
Subsidiary,  if applicable.  Subject to the express  provisions of the Plan, the
Committee  shall have  complete  authority to interpret  the Plan, to prescribe,
amend and rescind the rules and  regulations  relating to the Plan, to determine
the details and  provisions of any Stock Option  Agreement,  to  accelerate  any
options granted under the Plan and to make all other determinations necessary or
advisable for the administration of the Plan.

                                     A-1
<PAGE>

             2.4 Type of Option.  The  Committee  shall have full  authority and
discretion to determine, and shall specify, whether the eligible individual will
be granted options intended to qualify as incentive options under Section 422 of
the Code ("Incentive Options") or options which are not intended to qualify
under  Section 422 of the Code  ("Non-Qualified  Options"); provided,  however,
that Incentive Options shall only be granted to employees of the Corporation,
or a Parent or Subsidiary thereof, and shall be subject to the special
limitations set forth herein attributable to Incentive Options.

             2.5  Interpretation.  The  interpretation  and  construction by the
Committee of any  provisions of the Plan or of any option granted under the Plan
shall be final and binding on all parties having an interest in this Plan or any
option  granted  hereunder.  No member of the Committee  shall be liable for any
action or  determination  made in good  faith  with  respect  to the Plan or any
option granted under the Plan.

         3.  ELIGIBILITY.

             3.1  General.   All  directors,   officers  and  employees  of  the
Corporation, or any Parent or Subsidiary,  relative to the Corporation's, or any
Parent's  or  Subsidiaries',  management,  operation  or  development  shall  be
eligible to receive  options  under the Plan.  The  selection of  recipients  of
options shall be within the sole and absolute  discretion of the  Committee.  No
person shall be granted an  Incentive  Option under this Plan unless such person
is an employee of the  Corporation,  or a Parent or  Subsidiary,  on the date of
grant.  No employee  shall be granted more than 150,000  options in any one year
period.

             3.2 Termination of Eligibility.

                  3.2.1 If an optionee ceases to be employed by the Corporation,
or its Parent or  Subsidiary,  or is no longer an officer or member of the Board
of  Directors of the  Corporation,  or its Parent or  Subsidiary  for any reason
(other than for "cause," as hereinafter  defined, or such optionee's death), any
option  granted  hereunder to such optionee  shall expire three months after the
date the occurrence giving rise to such termination of eligibility (or 1 year in
the event an optionee is "disabled," as defined in Section 22(e)(3) of the Code)
or upon the date it expires by its terms,  whichever is earlier. Any option that
has  not  vested  in the  optionee  as of the  date of  such  termination  shall
immediately  expire and shall be null and void. The Committee shall, in its sole
and absolute discretion,  decide, utilizing the provisions set forth in Treasury
Regulations  ss.1.421-7 (h),  whether an authorized  leave of absence or absence
for military or  governmental  service,  or absence for any other reason,  shall
constitute termination of eligibility for purposes of this Section.

                                     A-2
<PAGE>

                  3.2.2 If an optionee ceases to be employed by the Corporation,
or its Parent or  Subsidiary,  or is no longer an officer or member of the Board
of  Directors  of  the  Corporation,  or  its  Parent  or  Subsidiary  and  such
termination is as a result of "cause," as hereinafter defined,  then all options
granted  hereunder to such optionee  shall expire on the date of the  occurrence
giving rise to such  termination  of  eligibility or upon the date it expires by
its terms,  whichever is earlier,  and such  optionee  shall have no rights with
respect to any  unexercised  options.  For purposes of this Plan,  "cause" shall
mean an optionee's personal  dishonesty,  misconduct,  breach of fiduciary duty,
incompetence,   intentional  failure  to  perform  stated  obligations,  willful
violation of any law, rule, regulation  or final  cease and  desist  order,  or
any  material  breach of any provision of this Plan, any Stock Option Agreement
or any employment agreement.

             3.3 Death of  Optionee  and  Transfer  of  Option.  In the event an
optionee shall die, an option may be exercised (subject to the condition that no
option shall be exercisable after its expiration and only to the extent that the
optionee's  right  to  exercise  such  option  had  accrued  at the  time of the
optionee's  death) at any time within six months after the  optionee's  death by
the executors or  administrators of the optionee or by any person or persons who
shall  have  acquired  the  option  directly  from the  optionee  by  bequest or
inheritance.  Any option  that has not vested in the  optionee as of the date of
death or  termination  of employment,  whichever is earlier,  shall  immediately
expire  and  shall be null and  void.  No option  shall be  transferable  by the
optionee other than by will or the laws of intestate succession.

             3.4 Limitation on Options. No person shall be granted any Incentive
Option to the  extent  that the  aggregate  fair  market  value of the Stock (as
defined below) to which such options are  exercisable  for the first time by the
optionee  during  any  calendar  year  (under  all plans of the  Corporation  as
determined under Section 422(d) of the Code) exceeds $100,000.

         4.  IDENTIFICATION  OF STOCK. The Stock, as defined herein,  subject to
the options  shall be shares of the  Corporation's  authorized  but  unissued or
acquired or  reacquired  common stock (the  "Stock").  The  aggregate  number of
shares subject to outstanding options shall not exceed 1,500,000 shares of Stock
(subject to adjustment as provided in Section 6).  Notwithstanding the above, at
no time shall the total number of shares of Stock  issuable upon exercise of all
outstanding  options and the total number of shares of Stock  provided for under
any stock bonus or similar plan of the  Corporation  exceed 30% as calculated in
accordance  with the  conditions and  exclusions of  ss.260.140.45  of Title 10,
California  Code of  Regulations,  based on the shares of the  issuer  which are
outstanding at the time the calculation is made. If any option granted hereunder
shall expire or terminate for any reason  without having been exercised in full,
the unpurchased  shares subject thereto shall again be available for purposes of
this Plan.

                                     A-3
<PAGE>

         5. TERMS AND CONDITIONS OF OPTIONS.  Any option granted pursuant to the
Plan shall be evidenced by an agreement ("Stock Option  Agreement") in such form
as the Committee shall from time to time determine, which agreement shall comply
with and be subject to the following terms and conditions:

             5.1 Number of Shares.  Each option shall state the number of shares
of Stock to which it pertains.

             5.2 Option  Exercise  Price.  Each  option  shall  state the option
exercise price, which shall be determined by the Committee;  provided,  however,
that (i) the exercise  price of any Incentive  Option shall not be less than the
fair market value of the Stock,  as determined by the Committee,  on the date of
grant of such option,  (ii) the exercise price of any option granted to a person
who owns more than 10% of the total combined  voting power of all classes of the
Corporation's stock, as determined for purposes of Section 422 of the Code,
shall not be less than 120% of the fair market value of the Stock, as determined
by the  Committee,  on the date of grant of such option,  and (iii) the exercise
price of any Non-Qualified Option  shall not be less than 100% of the fair
market  value of the Stock,  as determined by the Committee, on the date of
grant of such option.

             5.3 Term of Option.  The term of an option granted  hereunder shall
be determined  by the  Committee at the time of grant,  but shall not exceed ten
years from the date of the grant. The term of any Incentive Option granted to an
employee  who owns  more  than 10% of the  total  combined  voting  power of all
classes of the Corporation's stock, as determined for purposes of Section 422 of
the Code,  shall in no event  exceed  five  years  from the date of  grant.  All
options shall be subject to early  termination  as set forth in this Plan. In no
event shall any option be exercisable after the expiration of its term.

             5.4 Method of  Exercise.  An option  shall be  exercised by written
notice to the  Corporation by the optionee (or successor in the event of death).
Such  written  notice shall state the number of shares with respect to which the
option is being exercised and designate a time,  during normal business hours of
the Corporation, for the delivery thereof ("Exercise Date"), which time shall be
at least 30 days after the giving of such  notice  unless an earlier  date shall
have been mutually agreed upon. At the time specified in the written notice, the
Corporation  shall  deliver  to the  optionee  at the  principal  office  of the
Corporation,  or  such  other  appropriate  place  as may be  determined  by the
Committee,  a certificate or certificates for such shares.  Notwithstanding  the
foregoing,   the  Corporation  may  postpone  delivery  of  any  certificate  or
certificates  after  notice of  exercise  for such  reasonable  period as may be
required to comply with any applicable  listing  requirements  of any securities
exchange.  In the event an option shall be  exercisable by any person other than
the optionee,  the required  notice under this Section shall be  accompanied  by
appropriate proof of the right of such person to exercise the option.

             5.5 Medium and Time of Payment.  The option exercise price shall be
payable  in  full  on or  before  the  option  Exercise  Date  in any one of the
following alternative forms:

                                     A-4

<PAGE>

                  5.5.1 Full  payment  in cash or  certified  bank or  cashier's
check;

                  5.5.2  Full  payment in shares of Stock  having a fair  market
value on the Exercise Date in the amount equal to the option exercise price;

                  5.5.3 A combination of the consideration set forth in Sections
5.5.1 and 5.5.2 equal to the option exercise price; or

                  5.5.4  Any  other  method  of  payment   complying   with  the
provisions  of  Section  422 of the Code  with  respect  to  Incentive  Options,
including,  but not  limited to, the  delivery  by  optionee  of an  irrevocable
direction to a securities  broker  approved by the Corporation to sell the Stock
and to deliver all or part of the sales  proceeds to the  Corporation in payment
of all or part of the exercise price and any  withholding  taxes,  provided that
the terms of payment are established by the  Committee at the time of grant and
any other method of payment  established by the Committee with respect to
Non-Qualified Options.

             5.6 Fair Market Value. The fair market value of a share of Stock on
any  relevant  date  shall  be  determined  in  accordance  with  the  following
provisions:

                  5.6.1 If the Stock at the time is neither  listed nor admitted
to trading on any stock exchange nor traded in the over-the-counter market, then
the fair market value shall be  determined  by the  Committee  after taking into
account such factors as the Committee shall deem appropriate.

                  5.6.2 If the Stock is not at the time  listed or  admitted  to
trading on any stock exchange but is traded in the over-the-counter  market, the
fair  market  value shall be the mean  between the highest bid and lowest  asked
prices (or, if such information is available,  the closing selling price) of one
share of Stock on the date in question in the  over-the-counter  market, as such
prices are reported by the National  Association of Securities  Dealers  through
its NASDAQ  system or any  successor  system.  If there are no reported  bid and
asked prices (or closing  selling  price) for the Stock on the date in question,
then the mean  between  the  highest  bid price and lowest  asked  price (or the
closing  selling  price) on the last  preceding  date for which such  quotations
exist shall be determinative of fair market value.

                  5.6.3 If the  Stock  is at the  time  listed  or  admitted  to
trading on any stock  exchange,  then the fair market value shall be the closing
selling  price  of one  share of Stock  on the  date in  question  on the  stock
exchange  determined by the Committee to be the primary market for the Stock, as
such price is officially  quoted in the composite tape of  transactions  on such
exchange.  If there is no reported sale of Stock on such exchange on the date in
question,  then the fair market value shall be the closing  selling price on the
exchange on the last preceding date for which such quotation exists.

                                     A-5
<PAGE>

             5.7 Right to Exercise.  Except with  respect to options  granted to
officers or directors of the Corporation,  options granted pursuant to this Plan
shall be  exercisable  or  "vest"  at the rate of at least 20% per year over the
5-year period  beginning on the date the option is granted.  Options  granted to
officers and directors shall become exercisable or "vest," subject to reasonable
conditions, at any time during any period established by the Corporation.

             5.8 Rights as a Shareholder. An optionee or successor shall have no
rights as a shareholder  with respect to any Stock  underlying  any option until
the date of the issuance to such  optionee of a certificate  for such Stock.  No
adjustment shall be made for dividends  (ordinary or  extraordinary,  whether in
cash,  securities or other property) or  distributions or other rights for which
the record date is prior to the date such Stock certificate is issued, except as
provided in Section 6.

             5.9 Modification,  Extension and Renewal of Options. Subject to the
terms and  conditions of the Plan,  the  Committee  may modify,  extend or renew
outstanding options granted under the Plan,  or accept the surrender of
outstanding  options (to the extent not  exercised)  and  authorize the granting
of new  options in  substitution therefor.

             5.10 Other  Provisions.  The Stock Option  Agreements shall contain
such other provisions, including without limitation,  restrictions or conditions
upon the exercise of options, as the Committee shall deem advisable.

         6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

             6.1 Subdivision or Consolidation. Subject to any required action by
shareholders of the  Corporation,  the number of shares of Stock covered by each
outstanding  option,  and the exercise price thereof,  shall be  proportionately
adjusted for any increase or decrease in the number of issued shares of Stock of
the  Corporation  resulting  from a  subdivision  or  consolidation  of  shares,
including,   but  not  limited  to,  a  stock   split,   reverse   stock  split,
recapitalization,  continuation or  reclassification,  or the payment of a stock
dividend (but only on the Stock) or any other increase or decrease in the number
of such shares effected without receipt of consideration by the Corporation. Any
fraction  of a share  subject to option  that  would  otherwise  result  from an
adjustment  pursuant to this Section shall be rounded  downward to the next full
number of shares without other  compensation or  consideration  to the holder of
such option.

             6.2  Capital  Transactions.  Upon  a  sale  or  exchange  of all or
substantially all of the assets of the Corporation, a merger or consolidation in
which the Corporation is not the surviving corporation, a merger, reorganization
or  consolidation  in which the  Corporation  is the surviving  corporation  and
shareholders of the Corporation exchange their stock for securities or property,
a liquidation  of the  Corporation  or similar  transaction as determined by the
Committee ("Capital  Transaction"),  this Plan and each option issued under this
Plan,  whether vested or unvested,  shall  terminate  immediately  prior to such
Capital Transaction;  provided,  however,  that subject to terms approved by the
Committee,  all optionees will have the right,  during the 30 days prior to such
Capital  Transaction,  to  exercise  all  vested  options.  Notwithstanding  the
foregoing,  in the event there is a Capital  Transaction,  all  options  granted
under  this Plan  shall  vest 30 days  prior to such  Capital  Transaction.  The
Committee  may, but shall not be obligated to, (i) accelerate the vesting of any
option or (ii) apply the  foregoing  provisions,  including  but not limited to,
termination  of this Plan and any options  granted  pursuant to the Plan, in the
event there is a sale of 50% or more of the stock of the  Corporation in any two
(2) year period or a transaction similar to a Capital Transaction.

                                     A-6
<PAGE>

             6.3  Adjustments.  To the  extent  that the  foregoing  adjustments
relate to stock or securities of the Corporation, such adjustments shall be made
by the Committee,  whose  determination in that respect shall be final,  binding
and conclusive.

             6.4 Ability to Adjust.  The grant of an option pursuant to the Plan
shall  not  affect  in any way the  right or power  of the  Corporation  to make
adjustments,  reclassifications,  reorganizations  or changes of its  capital or
business  structure  or to  merge,  consolidate,  dissolve,  liquidate,  sell or
transfer all or any part of its business or assets.

             6.5 Notice of Adjustment.  Whenever the Corporation  shall take any
action resulting in any adjustment provided for in this Section, the Corporation
shall  forthwith  deliver notice of such action to each  optionee,  which notice
shall set forth the number of shares  subject  to the  option  and the  exercise
price thereof resulting from such adjustment.

             6.6  Limitation  on  Adjustments.  Any  adjustment,  assumption  or
substitution  of an Incentive  Option shall comply with Section 425 of the Code,
if applicable.

         7.  NONASSIGNABILITY.  Options granted under this Plan may not be sold,
pledged, assigned or transferred in any manner other than by will or by the laws
of intestate succession, and may be exercised during the lifetime of an optionee
only by such optionee.  Any transfer by the optionee of any option granted under
this Plan in  violation  of this  Section  shall void such  option and any Stock
Option Agreement entered into by the optionee and the Corporation regarding such
transferred  option shall be void and have no further force or effect. No option
shall be pledged or  hypothecated in any way, nor shall any option be subject to
execution, attachment or similar process.

         8. NO RIGHT OF EMPLOYMENT. Neither the grant nor exercise of any option
nor  anything  in this  Plan  shall  impose  upon the  Corporation  or any other
corporation  any  obligation to employ or continue to employ any  optionee.  The
right of the  Corporation  and any other  corporation  to terminate any employee
shall not be diminished  or affected  because an option has been granted to such
employee.

         9. TERM OF PLAN. This Plan is effective on the date the Plan is adopted
by the Board of Directors  and options may be granted  pursuant to the Plan from
time to time  within a period of ten (10) years  from such date,  or the date of
any  required   shareholder  approval  required  under  the  Plan,  if  earlier.
Termination of the Plan shall not affect any option theretofore granted.

                                     A-7
<PAGE>

         10.  AMENDMENT OF THE PLAN.  The Board of Directors of the  Corporation
may,  subject to any required  shareholder  approval,  suspend,  discontinue  or
terminate the Plan, or revise or amend it in any respect whatsoever,  including,
but not limited to, any changes required  pursuant to any state securities rules
or regulations,  with respect to any shares of Stock at that time not subject to
options.

         11. APPLICATION OF FUNDS. The proceeds received by the Corporation from
the  sale of  Stock  pursuant  to  options  may be used  for  general  corporate
purposes.

         12.  RESERVATION OF SHARES.  The  Corporation,  during the term of this
Plan,  shall at all times  reserve and keep  available  such number of shares of
Stock as shall be sufficient to satisfy the requirements of the Plan.

         13. NO OBLIGATION TO EXERCISE  OPTION.  The granting of an option shall
not impose any obligation upon the optionee to exercise such option.

         14. APPROVAL OF BOARD OF DIRECTORS AND SHAREHOLDERS. The Plan shall not
take effect until  approved by the Board of Directors of the  Corporation.  This
Plan shall be approved by a vote of the  shareholders  within 12 months from the
date of approval by the Board of Directors.  In the event such  shareholder vote
is not obtained,  all options  granted  hereunder,  whether  vested or unvested,
shall be null and void. Further,  any stock acquired pursuant to the exercise of
any options  under this  Agreement  may not count for  purposes  of  determining
whether shareholder approval has been obtained.

         15. WITHHOLDING TAXES. Notwithstanding anything else to the contrary in
this Plan or any Stock  Option  Agreement,  the  exercise of any option shall be
conditioned  upon  payment  by  such  optionee  in  cash,  or  other  provisions
satisfactory to the Committee, of all local, state, federal or other withholding
taxes  applicable,  in the  Committee's  judgment,  to the  exercise or to later
disposition  of  shares  acquired  upon  exercise  of an option  (including  any
repurchase of an option or the Stock).

         16. PARACHUTE  PAYMENTS.  Any outstanding option under the Plan may not
be accelerated to the extent any such  acceleration  of such option would,  when
added to the present value of other payments in the nature of compensation which
becomes  due and  payable to the  optionee  would  result in the payment to such
optionee of an excess  parachute  payment  under  Section 280G of the Code.  The
existence of any such excess  parachute  payment shall be determined in the sole
and absolute discretion of the Committee.

         17.  SECURITIES LAWS  COMPLIANCE.  Notwithstanding  anything  contained
herein,  the  Corporation  shall not be obligated to grant any option under this
Plan or to sell,  issue or effect any  transfer of any Stock  unless such grant,
sale,  issuance or transfer is at such time effectively (i) registered or exempt
from registration  under the Act and (ii) qualified or exempt from qualification
under the California  Corporate  Securities Law of 1968 and any other applicable
state securities  laws. As a condition to exercise of any option,  each optionee
shall make such  representations  as may be deemed appropriate by counsel to the
Corporation for the Corporation to use any available exemption from registration
under the Act or any applicable state securities law.

                                     A-8
<PAGE>

         18.  NOTICES.  Any notice to be given under the terms of the Plan shall
be  addressed  to the  Corporation  in care of its  Secretary  at its  principal
office, and any notice to be given to an optionee  shall be addressed to such
optionee at the address  maintained by the Corporation for such person or at
such other address as the optionee may specify in writing to the Corporation.

         As adopted by the Board of Directors as of February , 1998.


                                    PHOTOMATRIX, INC., a California corporation



                                    By:   /s/  Roy L. Gayhart
                                        ---------------------
                                          Roy L. Gayhart




                                     A-9
<PAGE>



                                   EXHIBIT 4.5
                                   -----------


     On  September  23,  1999,  at  the  Photomatrix, Inc., Annual Shareholder's
Meeting, the Shareholders approved a company name change from Photomatrix, Inc.,
to  National  Manufacturing  Technologies,  Inc.


                                     B-1

<PAGE>

                                  EXHIBIT  5
                                  ----------


                          OPINION  AND  CONSENT  OF  COUNSEL
     (Luce,  Forward,  Hamilton  &  Scripps  LLP  Letterhead)

June  12,  2000


National  Manufacturing  Technologies,  Inc.
1958  Kellogg  Avenue
Carlsbad,  CA  92008

Re:  Registration  Statement  on  Form  S-8 for 1,500,000 Shares of Common Stock

Ladies  and  Gentlemen:

We  have acted as your counsel in the preparation of a Registration Statement on
Form  S-8  (the  "Registration  Statement")  to be filed with the Securities and
Exchange  Commission  to register 1,500,000 shares of common stock, no par value
per  share (the "Common Stock"), of National Manufacturing Technologies, Inc., a
California  corporation  (the "Company"), to be issued pursuant to the Company's
1998  Stock  Option  Plan  (the  "Plan").

For  purposes  of  rendering  this  opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such  examination,  we  have examined, among other things, originals and copies,
certified  or  otherwise,  identified  to  our  satisfaction, of such documents,
corporate  records  and  other  instruments  as  we  have  deemed  necessary  or
appropriate.  For  the  purposes  of  such  examination,  we  have  assumed  the
genuineness  of  all  signatures  on  original  documents  and the conformity to
original  documents  of  all  copies  submitted  to  us.

On  the basis of and in reliance upon the foregoing examination and assumptions,
we are of the opinion that assuming the Registration Statement shall have become
effective  pursuant to the provisions of the Securities Act of 1933, as amended,
the  shares  of  Common  Stock  being  offered  under  the  Plan, when issued in
accordance  with the Registration Statement and the provisions of the Plan, will
be  validly  issued,  fully  paid  and  nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as  an  exhibit  to the
Registration  Statement.

Very  truly  yours,

/s/  Luce,  Forward,  Hamilton  &  Scripps  LLP

Luce,  Forward,  Hamilton  &  Scripps  LLP



                                     C-1

<PAGE>


                                EXHIBIT  23.1
                                -------------


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


National  Manufacturing  Technologies,  Inc.
Carlsbad,  California


We  hereby  consent  to  the  incorporation  by  reference  in  the Registration
Statement  on  Form  S-8  of  our  report  dated  July 16, 1999, relating to the
consolidated  financial  statements of National Manufacturing Technologies, Inc.
(formerly  Photomatrix,  Inc.)  appearing in the Company's Annual Report on Form
10-K  for  the  year  ended March  31, 1999.  Our report contains an explanatory
paragraph  regarding  the  Company's  ability  to  continue  as a going concern.


BDO  Seidman,  LLP
June  12,  2000



                                     D-1
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 47106}]
{"company-data": {"conformed-name": "NATIONAL MANUFACTURING TECHNOLOGIES", "cik": "0000814427", "assigned-sic": "3579", "irs-number": "953267788", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39220", "film-number": "654596"}, "business-address": {"street1": "1958 KELLOGG AVENUE", "city": "CARLSBAD", "state": "CA", "zip": "92008", "phone": "7604314999"}, "mail-address": {"street1": "1958 KELLOGG AVENUE", "city": "CARLSBAD", "state": "CA", "zip": "92008"}, "former-company": [{"former-conformed-name": "PHOTOMATRIX INC/ CA", "date-changed": "19970630"}, {"former-conformed-name": "XSCRIBE CORP /CA/", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on June 14, 2000

                                                  Registration No. 333-_________

                       SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON,  D.C.  20549

                                    FORM  S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                    NATIONAL MANUFACTURING TECHNOLOGIES, INC.
                          (FORMERLY PHOTOMATRIX, INC.)
             (Exact name of registrant as specified in its charter)

     CALIFORNIA                                             95-3267788
     ----------                                             ----------
(State  or  other  jurisdiction                      (I.R.S.  Employer
of  incorporation  or  organization)                  Identification  No.)

                               1958 KELLOGG AVENUE
                           CARLSBAD, CALIFORNIA 92008
                                 (760) 431-4999
    (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                              1998  STOCK  OPTION  PLAN
                              (Full  Title  of  Plan)

     PATRICK  W.  MOORE,  CHAIRMAN,  CHIEF  EXECUTIVE  OFFICER  AND  PRESIDENT
                     NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.
                               1958  KELLOGG  AVENUE
                            CARLSBAD,  CALIFORNIA  92008
                                (760)  431-4999
          (Name,  address,  including  zip  code,  and  telephone  number,
          including  area  code,  of  agent  for  service)

                                 WITH COPIES TO:
                             OTTO E. SORENSEN, ESQ.
                     LUCE, FORWARD, HAMILTON & SCRIPPS, LLP
                          600 WEST BROADWAY, SUITE 2600
                               SAN DIEGO, CA 92101
                                 (619) 699-2534

                        CALCULATION  OF  REGISTRATION  FEE

================================================================================
                                      Proposed     Proposed
Title of                              Maximum      Maximum
Securities          Amount            Offering     Aggregate       Amount of
to be               to be             Price        Offering        Registration
Registered          Registered*       Per Share    Price           Fee
- -----------------------------------------------------------------------------

Common Stock,      1,500,000 shares   $0.69 (2)    $1,035,000 (2)  $273.24
no par value (1)
===============================================================================

(1)     Includes  additional  shares  of  Common  Stock that may become issuable
pursuant  to  the  anti-dilution  adjustment provisions of the 1998 Stock Option
Plan (the "1998 Plan") pursuant to Rules 416 and 457 under the Securities Act of
1933.  In  addition,  pursuant  to Rule 416(c) under the Securities Act of 1933,
this  registration statement also covers an indeterminate amount of interests to
be  offered  or  sold  pursuant  to  the employee benefit plan described herein.

(2)     In  accordance  with  Rule  457(h),  the  aggregate  offering  price  of
1,500,000  shares  of  Common Stock registered hereby which would be issued upon
exercise of options granted under the 1998 Plan is estimated solely for purposes
of  calculating the registration fee, determined in accordance with Rule 457(c),
using  the average of the high and low price as reported on the Over-the-Counter
Bulletin  Board  on  June 8,  2000,  which  was  $0.69  per  share.
INTRODUCTION

This  Registration  Statement  on  Form  S-8  is filed by National Manufacturing
Technologies, Inc. (the "Company") relating to 1,500,000 shares of the Company's
common  stock,  no  par value (the "Common Stock"), issuable to employees of the
Company  under  the  1998  Stock  Option  Plan  (the  "Plan").

                                        PART  I

             INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS

ITEM  1.          PLAN  INFORMATION.*

ITEM  2.          REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information  required by Part I of Form S-8 to be contained in the Section
10(a)  prospectus is omitted from this Registration Statement in accordance with
Rule  428  under  the Securities Act of 1933, as amended (the "Securities Act"),
and  the  Note  to  Part  I  of  Form  S-8.
PART  II

                 INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  incorporated  herein  by  reference:

1.     The  Registrant's  Annual  Report  on Form 10-K for the fiscal year ended
March  31,  1999.

2.     All  other  reports  filed by the Registrant pursuant to Section 13(a) or
15(a)  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since  the  end  of  the  fiscal  year  referred  to  in  "1"  above.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and  15(d)  of  the  Exchange  Act  subsequent  to  the date of the Registration
Statement and prior to the filing of a post-effective amendment, which indicates
that  all  securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement and to be a part hereof from the respective dates of the
filing  of  such  documents,  except  as  to any portion of any future annual or
quarterly report to stockholders or document that is not deemed filed under such
provisions  for  the purposes of this Registration Statement, any statement in a
document  incorporated by reference shall be deemed to be modified or superseded
to  the extent that a statement contained in the Registration Statement modifies
or  supersedes  a  statement  in  such  document.  Any  statement so modified or
superseded  shall  not  be  deemed,  except  as  so  modified  or superseded, to
constitute  a  part  of  this  Registration  Statement

     The  Registrant will provide without charge to any Plan participant, at the
request  of  such  person,  a  copy  of  any  or  all of the foregoing documents
incorporated  herein  by  reference  (other  than  exhibits  to such documents).
Requests  should  be  directed  to  Jennifer  D.  Brown,  Secretary,  National
Manufacturing  Technologies,  Inc.,  1958  Kellogg  Avenue, Carlsbad, California
92008.

ITEM  4.          DESCRIPTION  OF  SECURITIES.

     Not  Applicable.

ITEM  5.          INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  Applicable.
ITEM  6.          INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Articles  of  Incorporation  of  the Registrant eliminate the personal
liability  of  directors  of  the  Registrant for monetary damages in derivative
actions  for breach of a director's duty to the Registrant to the fullest extent
allowed  under  California law.  The Articles of Incorporation and Bylaws of the
Registrant  also  provide  for  indemnification of directors, officers and other
agents  of  the Registrant to the fullest extent allowed by law.  The Registrant
also  has  entered  into indemnification agreements with directors, officers and
certain  key  employees  that  provide for indemnification to the maximum extent
permitted by law and provide for advances of defense costs and expenses, subject
to  an undertaking to repay the advanced amounts if the person ultimately is not
entitled  to  indemnification.

     Directors,  officers  and  other  agents  may be indemnified for judgments,
fines,  settlements or other amounts paid in the resolution of claims brought by
a third party if the indemnified person acted in good faith and in a manner that
the  indemnified  person  reasonably  believed  to  be in the best interest of a
corporation  and its shareholders, and in the case of a criminal proceeding, the
indemnified  person has no reasonable cause to believe the conduct was unlawful.
In derivative actions and actions brought by the Registrant, directors, officers
and  other  agents  may be entitled to indemnification against expenses incurred
for  the defense or settlement of such action if the indemnified person acted in
good  faith  in  a manner that person believed to be in the best interest of the
corporation  and  its  shareholders  and  with  such  care, including reasonable
inquiry,  as an ordinarily prudent person in like position would have used under
similar  circumstances.

     The  Registrant  currently  maintains  policies of directors' and officers'
liability  insurance.  The  Registrant has a separate executive risk policy that
insures  against  fiduciary  liability  and  commercial  crime.

ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  Applicable.
ITEM  8.          EXHIBITS.

     The  following exhibits are filed as a part of this Registration Statement:

Exhibit  Nos.     Description  of  Exhibits
-------------     -------------------------

4.1          Amended and Restated Articles of Incorporation of the Company dated
September  23,  1999  (filed  with  the  Securities  and  Exchange Commission on
November  15,  1999  as  Exhibit  3.2 of the Company's Form 10-Q for the quarter
ended  June  30,  1999,  and  incorporated  herein  by  reference)  .

4.2          Bylaws  of the Company dated May 5, 1998 (filed with the Securities
and  Exchange  Commission  on June 26, 1996 as Exhibit 3.3 of the Company's Form
10-K  for  the year ended March 31, 1996, and incorporated herein by reference).

4.3          Amendment  to  Bylaws dated June 5, 1998 (filed with the Securities
and  Exchange Commission on June 29, 1998 as Exhibit 3.3.1 of the Company's Form
10-KSB for the year ended March 31, 1998, and incorporated herein by reference).

4.4          1998  Stock  Option  Plan.

4.5          Company Name Change from Photomatrix, Inc to National Manufacturing
Technologies,  Inc

5            Opinion of Luce,  Forward, Hamilton & Scripps, LLP, counsel to the
Registrant.

23.1         Consent  of  BDO  Seidman,  LLP,  independent  auditors.

23.2         Consent  of  Luce,  Forward,  Hamilton & Scripps, LLP (included in
Exhibit  5).
ITEM  9.          UNDERTAKINGS.

1.     The  undersigned  Registrant  hereby  undertakes:

     (i)     To file, during any period in which offers or sales are being made,
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement  or  any material change to such information in the
Registration  Statement.

     (ii)     That,  for  the  purpose  of  determining  any liability under the
Securities  Act  of  1933  (the  "Securities  Act"),  each  such  post-effective
amendment  shall  be  deemed  to be a new registration statement relating to the
securities  offered  therein,  and  the offering of such securities at that time
shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

     (iii)     To  remove  from  registration  by  means  of  a  post-effective
amendment  any  of  the  securities  being registered which remain unsold at the
termination  of  the  offering.

     2.     The  undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Exchange  Act  (and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated  by reference in the Registration Statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

     3.     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors, officers or controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that, in the opinion of the Securities and Exchange
Commission,  such  indemnification  is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  Registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered hereunder, the Registrant will,
unless  in the opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such  indemnification  by  it  is  against  public  policy  as  expressed in the
Securities  Act  and  will  be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  the  filing on Form S-8 and has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City of San Diego, State of California, on the   12 day of
June  2000.

                                    NATIONAL  MANUFACTURING  TECHNOLOGIES,  INC.

                                    By:  /s/  Patrick W. Moore
                                        -------------------------
                                        Patrick  W.  Moore
                                        Chairman,  Chief  Executive  Officer
                                        and  President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:

SIGNATURE                      NAME  AND  TITLE                 DATE

                               Patrick  W.  Moore,  President,
                               Chief  Executive Officer,  and
 /s/ Patrick W. Moore          Chairman  of  the  Board
------------------------       of  Directors                    June 12, 2000

 /s/ Larry Naritelli           Larry  Naritelli,  Controller
------------------------       and Chief Accounting Officer     June 12, 2000

 /s/ James P. Hill             James  P.  Hill,  Director       June 12, 2000
------------------------

 /s/ Michael R. Moore          Michael  R. Moore, Director      June 12, 2000
------------------------

 /s/ Binh Q. Le                Binh  Q.  Le,  Director          June 12, 2000
------------------------

 /s/ Michael J. Genovese      Michael  J.  Genovese, Director   June 12, 2000
------------------------

 /s/ Brian L. Kissinger       Brian  L.  Kissinger,  Director   June 12, 2000
------------------------

 /s/ John G. Hamilton, Jr.    John  G. Hamilton, Jr., Director  June 12, 2000
------------------------
EXHIBIT  INDEX
Exhibit No.  Exhibit                                                                                  Page
-----------  ---------------------------------------------------------------------------------------  ----
4.4    1998 Stock Option Plan.                                                                 A-1

        4.5    Company Name Change from Photomatrix, Inc to National Manufacturing Technologies, Inc   B-1

          5    Opinion of Luce, Forward, Hamilton & Scripps, LLP, counsel to the Registrant.           C-1

       23.1    Consent of BDO Seidman, LLP, independent auditors.                                      D-1

       23.2    Consent of Luce, Forward, Hamilton & Scripps, LLP (included in Exhibit 5).
17

                                  EXHIBIT  4.4
                                  ------------

                                PHOTOMATRIX, INC.
                             1998 STOCK OPTION PLAN

         1. PURPOSE. This Stock Option Plan (the "Plan") is intended to serve as
an  incentive  to,  and  to  encourage  stock  ownership  by,  certain  eligible
participants  rendering services to PHOTOMATRIX,  INC., a California corporation
(the "Corporation"), and certain affiliates as set forth below, so that they may
acquire or increase their proprietary interest in the Corporation.

         2. ADMINISTRATION.

             2.1  Committee.  The Plan  shall be  administered  by the  Board of
Directors  of the  Corporation  (the  "Board of  Directors")  or a  compensation
committee  of two or more  members  appointed  by the  Board of  Directors  (the
"Committee") who are Non-Employee Directors as defined in Rule 16b-3 promulgated
under Section 16 of the Securities  Exchange Act of 1934 and an outside director
as defined in Treasury Regulation ss. 1.162-27(e)(3). The Committee shall select
one of its members as Chairman and shall appoint a Secretary,  who need not be a
member of the  Committee.  The  Committee  shall hold meetings at such times and
places as it may determine and minutes of such meetings shall be recorded.  Acts
by a majority  of the  Committee  in a meeting at which a quorum is present  and
acts approved in writing by a majority of the members of the Committee  shall be
valid acts of the Committee.

             2.2  Term.  If the Board of  Directors  selects  a  Committee,  the
members of the  Committee  shall serve on the  Committee  for the period of time
determined  by the Board of  Directors  and shall be  subject  to removal by the
Board of  Directors  at any  time.  The Board of  Directors  may  terminate  the
function  of the  Committee  at any time and resume  all  powers  and  authority
previously delegated to the Committee.

             2.3  Authority.  The  Committee  shall  have  sole  discretion  and
authority to grant  options  under the Plan to eligible  participants  rendering
services to the  Corporation or any "parent" or  "subsidiary" of the Corporation
("Parent or Subsidiary"), as defined in Section 424 of the Internal Revenue Code
of 1986,  as amended (the "Code"),  at such times,  under such terms and in such
amounts  as it may  decide.  For  purposes  of this  Plan and any  Stock  Option
Agreement (as defined below), the term "Corporation" shall include any Parent or
Subsidiary,  if applicable.  Subject to the express  provisions of the Plan, the
Committee  shall have  complete  authority to interpret  the Plan, to prescribe,
amend and rescind the rules and  regulations  relating to the Plan, to determine
the details and  provisions of any Stock Option  Agreement,  to  accelerate  any
options granted under the Plan and to make all other determinations necessary or
advisable for the administration of the Plan.

                                     A-1
2.4 Type of Option.  The  Committee  shall have full  authority and
discretion to determine, and shall specify, whether the eligible individual will
be granted options intended to qualify as incentive options under Section 422 of
the Code ("Incentive Options") or options which are not intended to qualify
under  Section 422 of the Code  ("Non-Qualified  Options"); provided,  however,
that Incentive Options shall only be granted to employees of the Corporation,
or a Parent or Subsidiary thereof, and shall be subject to the special
limitations set forth herein attributable to Incentive Options.

             2.5  Interpretation.  The  interpretation  and  construction by the
Committee of any  provisions of the Plan or of any option granted under the Plan
shall be final and binding on all parties having an interest in this Plan or any
option  granted  hereunder.  No member of the Committee  shall be liable for any
action or  determination  made in good  faith  with  respect  to the Plan or any
option granted under the Plan.

         3.  ELIGIBILITY.

             3.1  General.   All  directors,   officers  and  employees  of  the
Corporation, or any Parent or Subsidiary,  relative to the Corporation's, or any
Parent's  or  Subsidiaries',  management,  operation  or  development  shall  be
eligible to receive  options  under the Plan.  The  selection of  recipients  of
options shall be within the sole and absolute  discretion of the  Committee.  No
person shall be granted an  Incentive  Option under this Plan unless such person
is an employee of the  Corporation,  or a Parent or  Subsidiary,  on the date of
grant.  No employee  shall be granted more than 150,000  options in any one year
period.

             3.2 Termination of Eligibility.

                  3.2.1 If an optionee ceases to be employed by the Corporation,
or its Parent or  Subsidiary,  or is no longer an officer or member of the Board
of  Directors of the  Corporation,  or its Parent or  Subsidiary  for any reason
(other than for "cause," as hereinafter  defined, or such optionee's death), any
option  granted  hereunder to such optionee  shall expire three months after the
date the occurrence giving rise to such termination of eligibility (or 1 year in
the event an optionee is "disabled," as defined in Section 22(e)(3) of the Code)
or upon the date it expires by its terms,  whichever is earlier. Any option that
has  not  vested  in the  optionee  as of the  date of  such  termination  shall
immediately  expire and shall be null and void. The Committee shall, in its sole
and absolute discretion,  decide, utilizing the provisions set forth in Treasury
Regulations  ss.1.421-7 (h),  whether an authorized  leave of absence or absence
for military or  governmental  service,  or absence for any other reason,  shall
constitute termination of eligibility for purposes of this Section.

                                     A-2
3.2.2 If an optionee ceases to be employed by the Corporation,
or its Parent or  Subsidiary,  or is no longer an officer or member of the Board
of  Directors  of  the  Corporation,  or  its  Parent  or  Subsidiary  and  such
termination is as a result of "cause," as hereinafter defined,  then all options
granted  hereunder to such optionee  shall expire on the date of the  occurrence
giving rise to such  termination  of  eligibility or upon the date it expires by
its terms,  whichever is earlier,  and such  optionee  shall have no rights with
respect to any  unexercised  options.  For purposes of this Plan,  "cause" shall
mean an optionee's personal  dishonesty,  misconduct,  breach of fiduciary duty,
incompetence,   intentional  failure  to  perform  stated  obligations,  willful
violation of any law, rule, regulation  or final  cease and  desist  order,  or
any  material  breach of any provision of this Plan, any Stock Option Agreement
or any employment agreement.

             3.3 Death of  Optionee  and  Transfer  of  Option.  In the event an
optionee shall die, an option may be exercised (subject to the condition that no
option shall be exercisable after its expiration and only to the extent that the
optionee's  right  to  exercise  such  option  had  accrued  at the  time of the
optionee's  death) at any time within six months after the  optionee's  death by
the executors or  administrators of the optionee or by any person or persons who
shall  have  acquired  the  option  directly  from the  optionee  by  bequest or
inheritance.  Any option  that has not vested in the  optionee as of the date of
death or  termination  of employment,  whichever is earlier,  shall  immediately
expire  and  shall be null and  void.  No option  shall be  transferable  by the
optionee other than by will or the laws of intestate succession.

             3.4 Limitation on Options. No person shall be granted any Incentive
Option to the  extent  that the  aggregate  fair  market  value of the Stock (as
defined below) to which such options are  exercisable  for the first time by the
optionee  during  any  calendar  year  (under  all plans of the  Corporation  as
determined under Section 422(d) of the Code) exceeds $100,000.

         4.  IDENTIFICATION  OF STOCK. The Stock, as defined herein,  subject to
the options  shall be shares of the  Corporation's  authorized  but  unissued or
acquired or  reacquired  common stock (the  "Stock").  The  aggregate  number of
shares subject to outstanding options shall not exceed 1,500,000 shares of Stock
(subject to adjustment as provided in Section 6).  Notwithstanding the above, at
no time shall the total number of shares of Stock  issuable upon exercise of all
outstanding  options and the total number of shares of Stock  provided for under
any stock bonus or similar plan of the  Corporation  exceed 30% as calculated in
accordance  with the  conditions and  exclusions of  ss.260.140.45  of Title 10,
California  Code of  Regulations,  based on the shares of the  issuer  which are
outstanding at the time the calculation is made. If any option granted hereunder
shall expire or terminate for any reason  without having been exercised in full,
the unpurchased  shares subject thereto shall again be available for purposes of
this Plan.

                                     A-3
5. TERMS AND CONDITIONS OF OPTIONS.  Any option granted pursuant to the
Plan shall be evidenced by an agreement ("Stock Option  Agreement") in such form
as the Committee shall from time to time determine, which agreement shall comply
with and be subject to the following terms and conditions:

             5.1 Number of Shares.  Each option shall state the number of shares
of Stock to which it pertains.

             5.2 Option  Exercise  Price.  Each  option  shall  state the option
exercise price, which shall be determined by the Committee;  provided,  however,
that (i) the exercise  price of any Incentive  Option shall not be less than the
fair market value of the Stock,  as determined by the Committee,  on the date of
grant of such option,  (ii) the exercise price of any option granted to a person
who owns more than 10% of the total combined  voting power of all classes of the
Corporation's stock, as determined for purposes of Section 422 of the Code,
shall not be less than 120% of the fair market value of the Stock, as determined
by the  Committee,  on the date of grant of such option,  and (iii) the exercise
price of any Non-Qualified Option  shall not be less than 100% of the fair
market  value of the Stock,  as determined by the Committee, on the date of
grant of such option.

             5.3 Term of Option.  The term of an option granted  hereunder shall
be determined  by the  Committee at the time of grant,  but shall not exceed ten
years from the date of the grant. The term of any Incentive Option granted to an
employee  who owns  more  than 10% of the  total  combined  voting  power of all
classes of the Corporation's stock, as determined for purposes of Section 422 of
the Code,  shall in no event  exceed  five  years  from the date of  grant.  All
options shall be subject to early  termination  as set forth in this Plan. In no
event shall any option be exercisable after the expiration of its term.

             5.4 Method of  Exercise.  An option  shall be  exercised by written
notice to the  Corporation by the optionee (or successor in the event of death).
Such  written  notice shall state the number of shares with respect to which the
option is being exercised and designate a time,  during normal business hours of
the Corporation, for the delivery thereof ("Exercise Date"), which time shall be
at least 30 days after the giving of such  notice  unless an earlier  date shall
have been mutually agreed upon. At the time specified in the written notice, the
Corporation  shall  deliver  to the  optionee  at the  principal  office  of the
Corporation,  or  such  other  appropriate  place  as may be  determined  by the
Committee,  a certificate or certificates for such shares.  Notwithstanding  the
foregoing,   the  Corporation  may  postpone  delivery  of  any  certificate  or
certificates  after  notice of  exercise  for such  reasonable  period as may be
required to comply with any applicable  listing  requirements  of any securities
exchange.  In the event an option shall be  exercisable by any person other than
the optionee,  the required  notice under this Section shall be  accompanied  by
appropriate proof of the right of such person to exercise the option.

             5.5 Medium and Time of Payment.  The option exercise price shall be
payable  in  full  on or  before  the  option  Exercise  Date  in any one of the
following alternative forms:

                                     A-4
5.5.1 Full  payment  in cash or  certified  bank or  cashier's
check;

                  5.5.2  Full  payment in shares of Stock  having a fair  market
value on the Exercise Date in the amount equal to the option exercise price;

                  5.5.3 A combination of the consideration set forth in Sections
5.5.1 and 5.5.2 equal to the option exercise price; or

                  5.5.4  Any  other  method  of  payment   complying   with  the
provisions  of  Section  422 of the Code  with  respect  to  Incentive  Options,
including,  but not  limited to, the  delivery  by  optionee  of an  irrevocable
direction to a securities  broker  approved by the Corporation to sell the Stock
and to deliver all or part of the sales  proceeds to the  Corporation in payment
of all or part of the exercise price and any  withholding  taxes,  provided that
the terms of payment are established by the  Committee at the time of grant and
any other method of payment  established by the Committee with respect to
Non-Qualified Options.

             5.6 Fair Market Value. The fair market value of a share of Stock on
any  relevant  date  shall  be  determined  in  accordance  with  the  following
provisions:

                  5.6.1 If the Stock at the time is neither  listed nor admitted
to trading on any stock exchange nor traded in the over-the-counter market, then
the fair market value shall be  determined  by the  Committee  after taking into
account such factors as the Committee shall deem appropriate.

                  5.6.2 If the Stock is not at the time  listed or  admitted  to
trading on any stock exchange but is traded in the over-the-counter  market, the
fair  market  value shall be the mean  between the highest bid and lowest  asked
prices (or, if such information is available,  the closing selling price) of one
share of Stock on the date in question in the  over-the-counter  market, as such
prices are reported by the National  Association of Securities  Dealers  through
its NASDAQ  system or any  successor  system.  If there are no reported  bid and
asked prices (or closing  selling  price) for the Stock on the date in question,
then the mean  between  the  highest  bid price and lowest  asked  price (or the
closing  selling  price) on the last  preceding  date for which such  quotations
exist shall be determinative of fair market value.

                  5.6.3 If the  Stock  is at the  time  listed  or  admitted  to
trading on any stock  exchange,  then the fair market value shall be the closing
selling  price  of one  share of Stock  on the  date in  question  on the  stock
exchange  determined by the Committee to be the primary market for the Stock, as
such price is officially  quoted in the composite tape of  transactions  on such
exchange.  If there is no reported sale of Stock on such exchange on the date in
question,  then the fair market value shall be the closing  selling price on the
exchange on the last preceding date for which such quotation exists.

                                     A-5
5.7 Right to Exercise.  Except with  respect to options  granted to
officers or directors of the Corporation,  options granted pursuant to this Plan
shall be  exercisable  or  "vest"  at the rate of at least 20% per year over the
5-year period  beginning on the date the option is granted.  Options  granted to
officers and directors shall become exercisable or "vest," subject to reasonable
conditions, at any time during any period established by the Corporation.

             5.8 Rights as a Shareholder. An optionee or successor shall have no
rights as a shareholder  with respect to any Stock  underlying  any option until
the date of the issuance to such  optionee of a certificate  for such Stock.  No
adjustment shall be made for dividends  (ordinary or  extraordinary,  whether in
cash,  securities or other property) or  distributions or other rights for which
the record date is prior to the date such Stock certificate is issued, except as
provided in Section 6.

             5.9 Modification,  Extension and Renewal of Options. Subject to the
terms and  conditions of the Plan,  the  Committee  may modify,  extend or renew
outstanding options granted under the Plan,  or accept the surrender of
outstanding  options (to the extent not  exercised)  and  authorize the granting
of new  options in  substitution therefor.

             5.10 Other  Provisions.  The Stock Option  Agreements shall contain
such other provisions, including without limitation,  restrictions or conditions
upon the exercise of options, as the Committee shall deem advisable.

         6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

             6.1 Subdivision or Consolidation. Subject to any required action by
shareholders of the  Corporation,  the number of shares of Stock covered by each
outstanding  option,  and the exercise price thereof,  shall be  proportionately
adjusted for any increase or decrease in the number of issued shares of Stock of
the  Corporation  resulting  from a  subdivision  or  consolidation  of  shares,
including,   but  not  limited  to,  a  stock   split,   reverse   stock  split,
recapitalization,  continuation or  reclassification,  or the payment of a stock
dividend (but only on the Stock) or any other increase or decrease in the number
of such shares effected without receipt of consideration by the Corporation. Any
fraction  of a share  subject to option  that  would  otherwise  result  from an
adjustment  pursuant to this Section shall be rounded  downward to the next full
number of shares without other  compensation or  consideration  to the holder of
such option.

             6.2  Capital  Transactions.  Upon  a  sale  or  exchange  of all or
substantially all of the assets of the Corporation, a merger or consolidation in
which the Corporation is not the surviving corporation, a merger, reorganization
or  consolidation  in which the  Corporation  is the surviving  corporation  and
shareholders of the Corporation exchange their stock for securities or property,
a liquidation  of the  Corporation  or similar  transaction as determined by the
Committee ("Capital  Transaction"),  this Plan and each option issued under this
Plan,  whether vested or unvested,  shall  terminate  immediately  prior to such
Capital Transaction;  provided,  however,  that subject to terms approved by the
Committee,  all optionees will have the right,  during the 30 days prior to such
Capital  Transaction,  to  exercise  all  vested  options.  Notwithstanding  the
foregoing,  in the event there is a Capital  Transaction,  all  options  granted
under  this Plan  shall  vest 30 days  prior to such  Capital  Transaction.  The
Committee  may, but shall not be obligated to, (i) accelerate the vesting of any
option or (ii) apply the  foregoing  provisions,  including  but not limited to,
termination  of this Plan and any options  granted  pursuant to the Plan, in the
event there is a sale of 50% or more of the stock of the  Corporation in any two
(2) year period or a transaction similar to a Capital Transaction.

                                     A-6
6.3  Adjustments.  To the  extent  that the  foregoing  adjustments
relate to stock or securities of the Corporation, such adjustments shall be made
by the Committee,  whose  determination in that respect shall be final,  binding
and conclusive.

             6.4 Ability to Adjust.  The grant of an option pursuant to the Plan
shall  not  affect  in any way the  right or power  of the  Corporation  to make
adjustments,  reclassifications,  reorganizations  or changes of its  capital or
business  structure  or to  merge,  consolidate,  dissolve,  liquidate,  sell or
transfer all or any part of its business or assets.

             6.5 Notice of Adjustment.  Whenever the Corporation  shall take any
action resulting in any adjustment provided for in this Section, the Corporation
shall  forthwith  deliver notice of such action to each  optionee,  which notice
shall set forth the number of shares  subject  to the  option  and the  exercise
price thereof resulting from such adjustment.

             6.6  Limitation  on  Adjustments.  Any  adjustment,  assumption  or
substitution  of an Incentive  Option shall comply with Section 425 of the Code,
if applicable.

         7.  NONASSIGNABILITY.  Options granted under this Plan may not be sold,
pledged, assigned or transferred in any manner other than by will or by the laws
of intestate succession, and may be exercised during the lifetime of an optionee
only by such optionee.  Any transfer by the optionee of any option granted under
this Plan in  violation  of this  Section  shall void such  option and any Stock
Option Agreement entered into by the optionee and the Corporation regarding such
transferred  option shall be void and have no further force or effect. No option
shall be pledged or  hypothecated in any way, nor shall any option be subject to
execution, attachment or similar process.

         8. NO RIGHT OF EMPLOYMENT. Neither the grant nor exercise of any option
nor  anything  in this  Plan  shall  impose  upon the  Corporation  or any other
corporation  any  obligation to employ or continue to employ any  optionee.  The
right of the  Corporation  and any other  corporation  to terminate any employee
shall not be diminished  or affected  because an option has been granted to such
employee.

         9. TERM OF PLAN. This Plan is effective on the date the Plan is adopted
by the Board of Directors  and options may be granted  pursuant to the Plan from
time to time  within a period of ten (10) years  from such date,  or the date of
any  required   shareholder  approval  required  under  the  Plan,  if  earlier.
Termination of the Plan shall not affect any option theretofore granted.

                                     A-7
10.  AMENDMENT OF THE PLAN.  The Board of Directors of the  Corporation
may,  subject to any required  shareholder  approval,  suspend,  discontinue  or
terminate the Plan, or revise or amend it in any respect whatsoever,  including,
but not limited to, any changes required  pursuant to any state securities rules
or regulations,  with respect to any shares of Stock at that time not subject to
options.

         11. APPLICATION OF FUNDS. The proceeds received by the Corporation from
the  sale of  Stock  pursuant  to  options  may be used  for  general  corporate
purposes.

         12.  RESERVATION OF SHARES.  The  Corporation,  during the term of this
Plan,  shall at all times  reserve and keep  available  such number of shares of
Stock as shall be sufficient to satisfy the requirements of the Plan.

         13. NO OBLIGATION TO EXERCISE  OPTION.  The granting of an option shall
not impose any obligation upon the optionee to exercise such option.

         14. APPROVAL OF BOARD OF DIRECTORS AND SHAREHOLDERS. The Plan shall not
take effect until  approved by the Board of Directors of the  Corporation.  This
Plan shall be approved by a vote of the  shareholders  within 12 months from the
date of approval by the Board of Directors.  In the event such  shareholder vote
is not obtained,  all options  granted  hereunder,  whether  vested or unvested,
shall be null and void. Further,  any stock acquired pursuant to the exercise of
any options  under this  Agreement  may not count for  purposes  of  determining
whether shareholder approval has been obtained.

         15. WITHHOLDING TAXES. Notwithstanding anything else to the contrary in
this Plan or any Stock  Option  Agreement,  the  exercise of any option shall be
conditioned  upon  payment  by  such  optionee  in  cash,  or  other  provisions
satisfactory to the Committee, of all local, state, federal or other withholding
taxes  applicable,  in the  Committee's  judgment,  to the  exercise or to later
disposition  of  shares  acquired  upon  exercise  of an option  (including  any
repurchase of an option or the Stock).

         16. PARACHUTE  PAYMENTS.  Any outstanding option under the Plan may not
be accelerated to the extent any such  acceleration  of such option would,  when
added to the present value of other payments in the nature of compensation which
becomes  due and  payable to the  optionee  would  result in the payment to such
optionee of an excess  parachute  payment  under  Section 280G of the Code.  The
existence of any such excess  parachute  payment shall be determined in the sole
and absolute discretion of the Committee.

         17.  SECURITIES LAWS  COMPLIANCE.  Notwithstanding  anything  contained
herein,  the  Corporation  shall not be obligated to grant any option under this
Plan or to sell,  issue or effect any  transfer of any Stock  unless such grant,
sale,  issuance or transfer is at such time effectively (i) registered or exempt
from registration  under the Act and (ii) qualified or exempt from qualification
under the California  Corporate  Securities Law of 1968 and any other applicable
state securities  laws. As a condition to exercise of any option,  each optionee
shall make such  representations  as may be deemed appropriate by counsel to the
Corporation for the Corporation to use any available exemption from registration
under the Act or any applicable state securities law.

                                     A-8
18.  NOTICES.  Any notice to be given under the terms of the Plan shall
be  addressed  to the  Corporation  in care of its  Secretary  at its  principal
office, and any notice to be given to an optionee  shall be addressed to such
optionee at the address  maintained by the Corporation for such person or at
such other address as the optionee may specify in writing to the Corporation.

         As adopted by the Board of Directors as of February , 1998.

                                    PHOTOMATRIX, INC., a California corporation

                                    By:   /s/  Roy L. Gayhart
                                        ---------------------
                                          Roy L. Gayhart

                                     A-9
EXHIBIT 4.5
                                   -----------

     On  September  23,  1999,  at  the  Photomatrix, Inc., Annual Shareholder's
Meeting, the Shareholders approved a company name change from Photomatrix, Inc.,
to  National  Manufacturing  Technologies,  Inc.

                                     B-1
EXHIBIT  5
                                  ----------

                          OPINION  AND  CONSENT  OF  COUNSEL
     (Luce,  Forward,  Hamilton  &  Scripps  LLP  Letterhead)

June  12,  2000

National  Manufacturing  Technologies,  Inc.
1958  Kellogg  Avenue
Carlsbad,  CA  92008

Re:  Registration  Statement  on  Form  S-8 for 1,500,000 Shares of Common Stock

Ladies  and  Gentlemen:

We  have acted as your counsel in the preparation of a Registration Statement on
Form  S-8  (the  "Registration  Statement")  to be filed with the Securities and
Exchange  Commission  to register 1,500,000 shares of common stock, no par value
per  share (the "Common Stock"), of National Manufacturing Technologies, Inc., a
California  corporation  (the "Company"), to be issued pursuant to the Company's
1998  Stock  Option  Plan  (the  "Plan").

For  purposes  of  rendering  this  opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such  examination,  we  have examined, among other things, originals and copies,
certified  or  otherwise,  identified  to  our  satisfaction, of such documents,
corporate  records  and  other  instruments  as  we  have  deemed  necessary  or
appropriate.  For  the  purposes  of  such  examination,  we  have  assumed  the
genuineness  of  all  signatures  on  original  documents  and the conformity to
original  documents  of  all  copies  submitted  to  us.

On  the basis of and in reliance upon the foregoing examination and assumptions,
we are of the opinion that assuming the Registration Statement shall have become
effective  pursuant to the provisions of the Securities Act of 1933, as amended,
the  shares  of  Common  Stock  being  offered  under  the  Plan, when issued in
accordance  with the Registration Statement and the provisions of the Plan, will
be  validly  issued,  fully  paid  and  nonassessable.

We  hereby  consent  to  the  filing  of  this  opinion  as  an  exhibit  to the
Registration  Statement.

Very  truly  yours,

/s/  Luce,  Forward,  Hamilton  &  Scripps  LLP

Luce,  Forward,  Hamilton  &  Scripps  LLP

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EXHIBIT  23.1
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               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

National  Manufacturing  Technologies,  Inc.
Carlsbad,  California

We  hereby  consent  to  the  incorporation  by  reference  in  the Registration
Statement  on  Form  S-8  of  our  report  dated  July 16, 1999, relating to the
consolidated  financial  statements of National Manufacturing Technologies, Inc.
(formerly  Photomatrix,  Inc.)  appearing in the Company's Annual Report on Form
10-K  for  the  year  ended March  31, 1999.  Our report contains an explanatory
paragraph  regarding  the  Company's  ability  to  continue  as a going concern.

BDO  Seidman,  LLP
June  12,  2000

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