S-2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MELTRONIX, INC.
 (Exact name of registrant as specified in charter

California			       3674				  33-0044077
(State of incorporation) (Primary Standard Industrial)  IRS Employer I.D.
Classification Code Number)                             Number

9577 CHESAPEAKE DRIVE
SAN DIEGO, CALIFORNIA 92123-1304
858-292-7000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Mr. Randal D. Siville
9577 Chesapeake Drive
SAN DIEGO, CALIFORNIA 92123-1304
858-292-7000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copy to:
Arthur E. Fillmore, II, Esq.
Craft Fridkin & Rhyne, L.L.C.
4435 Main Street, Suite 1100
Kansas City, Missouri 64111

Approximate date of commencement of proposed sale to the public:  From time to
time, at the discretion of the selling shareholders after the effective date
of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)under
the Securities Act, check the following box and list the Securities Act
registrations statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
PAGE 1

Title of each  Amount to be  Proposed maximum  Proposed maximum  Amount of
class of       registered    offering price    aggregate         registration
securities                   per share(1)(2)   offering price    fee
to be
registered

Common Stock,  14,983,772     $0.08	           $1,198,702	     $286.48
no par value   (3)(4)


(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities
Act of 1933, as amended. (2) Estimate based on the estimated price at
which conversion and warrant rights may be exercised, pursuant to Rule
457(g) promulgated under the Securities Act of 1933, as amended.
(3) This registration statement covers (a) the resale by The Norman Lizt
Individual Retirement Account ("Lizt") of up to 3,125,000 shares of our common
stock, which Lizt may acquire upon conversion of debt under a convertible note
issued by us to Litz and dated January 18, 2001, (b) the resale by Lizt of up to
1,562,500 shares of common stock, which Lizt may acquire pursuant to a
warrant issued in connection with such convertible note, (c) the resale by La
Jolla Cove Investors, Inc. ("LJCI") of up to 3,125,000 shares of our common
stock, which LJCI may acquire upon conversion of debt under a convertible note
issued by us to LJCI and dated December 29, 2000, (d) the resale by LJCI of up
to 1,562,500 shares of common stock, which LJCI may acquire pursuant to a
warrant issued in connection with such convertible note, (e) the resale of up
to 2,100,000 shares of our common stock, which LJCI has acquired pursuant to
certain stock purchase agreements between LJCI and us dated April 6, 2001, May
18, 2001 and September 27, 2001, and (f) the resale of up to 3,508,772 shares
of our common stock, which LJCI may acquire upon conversion of debt under a
convertible debenture issued by us to LJCI and dated January 3, 2002.
(4) The number of shares issued to Lizt and LJCI through conversion of the
convertible notes, and under the warrants issued in connection with those
convertible notes, are estimated.  The number of shares issued to
Lizt and LJCI will depend how much of the existing debt each Lizt and LJCI
chooses to convert to common stock, how many shares of common stock (if any)
each Lizt and LJCI chooses to purchase under the warrants, and the market
price of the Company's common stock in the 45 days preceding the date when
each such conversion and/or purchase takes place.  This prospectus covers
the maximum number of shares that could be issued by us to Lizt and
LJCI under the terms of the convertible note assuming a conversion
price and additional stock purchase price of $.08 per share.
(5) This Registration Statement shall also cover any additional shares of
common stock which become issuable in connection with the shares registered
for sale hereby as a result of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
Registrant's outstanding shares of common stock.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant files a
further amendment that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement becomes
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective.  This Prospectus is not an
offer to sell these securities and is not seeking an offer to buy these
securities in any state where the offer or sale is not permitted.
PAGE 2
SUBJECT TO COMPLETION, DATED JANUARY 7, 2002

PROSPECTUS

MELTRONIX, INC.

14,983,772 SHARES

COMMON STOCK, NO PAR VALUE

o	The shares of common stock offered by this prospectus are being sold by
	the stockholders listed in the section of this prospectus called "Selling
	Security Holders." We will not receive any proceeds from the sale of
	these shares.

o	Our common stock is traded on the OTC Bulletin Board under the symbol
	"MTNX."

o	On January 4, 2002, the closing bid price of our common stock on the
	OTC Bulletin Board was $0.115.

Investing in our common stock involves a high degree of risk.  You should
carefully consider the matters in the "Risk Factors" section, beginning on page
9. Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

The date of this prospectus is January 4, 2002

TABLE OF CONTENTS

Forward-Looking Statement						 4

Prospectus Summary							 4

The Offering								 7

Risk Factors								 9

Dividend Policy								23

Use of Proceeds								23

Selling Security Holders						23

Plan of Distribution							24

Description of Securities						26

Information With Respect to the Registrant			26

Material Changes								26

Where You Can Find More Information					26

Transfer Agent and Registrar						27

Incorporation of Certain Documents by Reference			27

Indemnification								27

Experts									28

Legal Opinions								28


PAGE 3
FORWARD-LOOKING STATEMENTS

This prospectus contains some forward-looking statements that involve
substantial risks and uncertainties. These forward-looking statements can
generally be identified by the use of forward-looking words like "may,"
"will," "expect,"  "anticipate," "intend," "estimate," "continue," "believe"
or other similar words. Similarly, statements that describe our future
expectations, objectives and goals or contain projections of our future
results of operations or financial condition are also forward-looking
statements. Our future results, performance or achievements could differ
materially from those expressed or implied in these forward-looking
statements as a result of certain factors, including those listed under
the heading "Risk Factors" and in other cautionary statements in this
prospectus.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements. We
do not have a duty to update any of the forward-looking statements after the
date of this prospectus.

PROSPECTUS SUMMARY

This summary highlights information in this document. You should carefully
review the more detailed information and financial statements included in
this document. The summary is not complete and may not contain all of the
information you may need to consider before investing in our common stock.
We urge you to carefully read this document, including the "Risk Factors"
and the financial statements and their accompanying notes.

THE COMPANY

MeltroniX, Inc. was incorporated in California in 1984.  MeltroniX, Inc.
and its wholly-owned subsidiaries (MeltroniX Solutions, Inc. and
Microelectronic Packaging of America, Inc.) (collectively, the "Company")
provides semiconductor interconnect solutions to the Advanced Electronic
Manufacturing Services (AEMS) marketplace by providing design, volume
manufacturing, and testing capabilities. The Company has historically
targeted high growth industries including Internet equipment,
wireless/telecommunication, broadband communication and other electronic
systems and integrated circuits (ICs) manufacturers. Headquartered in
San Diego, with on-site manufacturing facilities, the Company develops,
manufactures, tests, and sells OEM microelectronic semiconductor assemblies.
Capitalizing on what it  believes are overall industry trends to outsource
manufacturing of electronic systems and integrated circuits, the Company
offers both turnkey manufacturing and kitted subassembly service featuring
value added interconnect design and test capabilities in addition to
contract assembly.

In addition to its traditional customers, the Company recently added military
and space  applications to its business strategy. The Company's added
strategy involves new technology, an infusion of capital and a new management
team. The Company entered a letter of intent on February 20, 2001 with United
States Semiconductor Corporation ("USSC") for a proposed transaction pursuant
to which, if consummated, the Company would in exchange for its common stock
receive $4,000,000 to $4,500,000 cash and an exclusive, non transferable
license to use technology developed by USSC. As of November 30, 2001 the
Company had received a total of approximately $950,000 from USSC pursuant to
the letter of intent. As part of the letter of intent and the transaction it
proposes, USSC nominated two directors to the Company's Board of Directors
and the Chief Executive Officer of USSC, Robert M. Czajkowski, became the
President and Chief Executive Officer of the Company. These management
changes are more completely discussed below in the section entitled
"Going Concern Considerations."
PAGE 4
We gave serious consideration to the overall market and what we consider
to be developing opportunities in the military/space segment, before
entering the letter of intent. Overall semiconductor industry sales are
estimated to be $225 in 2001, a global business with a high degree of
fragmentation and specialization.  Sales in the subset market for radiation
tolerant semiconductor devices for satellite applications are estimated to
be $1.6 billion in 2001.  Worldwide satellite industry sales in 2000 were
$81.1 billion, a 17% increase over 1999, with satellite manufacturing sales
at $15.8 billion, 10% growth over 1999.  However, we believe that the
satellite industry continues to be burdened with lack of access to the
more advanced, faster, more powerful commercial semiconductor devices
because of unknown or poor radiation performance. Of the myriad standard
and semi-custom products that a product designer can usually choose from,
not including application specific integrated circuits  (ASIC), only a
fraction of these have been duplicated by the current "rad hard" device
suppliers. This forces the designer to limit functionality of the design,
to select expensive and heavy shielding options, or to use elaborate, heavy
and expensive circuit redundancy schemes.  We believe that satellite
designers have a need for a process that will allow them to use commercial
devices and systems.

The technology to be licensed from USSC is known as "RHI-NO" (Radiation
Hardened Integrated circuit-No Redesign).  RHI-NO is a proprietary,
patented process belonging to USSC based on two exclusive licenses from
Lawrence Livermore National Laboratory. The process instills dramatic
improvements in chip tolerances of radiation effects, enabling satellite and
military system designers to use commercial parts that may not have been
available in the past because of radiation performance problems.  RHI-NO can
also be deployed in the development of proprietary families of chips and
multi-chip modules, directed at high volume customer requirements.

The expenses to further develop RHI-NO technology to a commercially feasible
and manufacturable level are to be born by USSC.  Once established, the
Company is to manufacture the developed products based on the technology and,
upon sale, will be obligated to pay USSC a royalty, the amount of which has yet
to be agreed upon.  The Company expects to deliver the first RHI-NO devices
in 2002.  The Company will continue to produce microelectronic devices for
its traditional semiconductor, telecommunications, and biotechnology customer
base. Under its new management, however, the Company will increasingly shift
its priorities to serve those space and military markets that it's new
management team has served successfully for over two decades.  The Company
is already receiving new orders for military applications in the wake of the
tragic events of September 11.

We believe that in addition to the military and space applications discussed
above, there is a growing need for single and multiple chipset interconnect
solutions because of the faster time to market, lower development costs, and
ultimately lower system costs that the Company offers compared to very large
scale single ASIC-based (application-specific integrated circuit) designs
offered by others. The Company differentiates itself from Electronic
Manufacturing Services (EMS) competitors by providing sophisticated design
and manufacturing skills required to effectively implement high-density
single and multiple chip-level integration solutions. The Company's strategy
is based upon forming long term partnerships with its customers by providing
innovative high density interconnect solutions, custom design support,
comprehensive manufacturing and testing services for the reliable volume
production of new broadband wireless and land-based electronic systems.

General industry trends to outsource manufacturing services have exceeded
the growth rates for the actual markets served. The Company believes that
the outsourcing trends will continue for the foreseeable future and thus it
views the business opportunities available to it to be large and growing
although there can be no assurance the business opportunities will continue
in such a manner. The Company is focusing on the specific market segments
that it believes offer superior growth potential. Specifically, the Company
continues to target wireless Internet, Internet and telecommunication
infrastructure equipment makers, as well as other industries
where semiconductor interconnect technologies demand specialized expertise.
PAGE 5
GOING CONCERN CONSIDERATIONS

At September 30, 2001, and for the nine months then ended, we had a net loss,
negative cash flows from operations, a working capital deficit and a tangible
net worth deficit, all of which raise substantial doubt about our ability to
continue as a going concern. During the nine months ended September 30, 2001,
we experienced a net loss totaling $4,929,000, negative cash flows from
operations totaling $1,351,000, a working capital deficit of $6,453,000 and
a tangible net worth deficit totaling $6,797,000, and we failed to make
timely payments and had fallen out of compliance with certain debt, lease
and service agreements. Our ability to continue operations will depend on
positive cash flow, if any, from future operations and on our ability to raise
additional funds through equity or debt financing. If we are unable to raise
or obtain needed funding, we may be forced to discontinue operations or to
reorganize,  whether pursuant to Chapter 11 of the Bankruptcy Code or
otherwise.

Our losses have resulted primarily from overall market conditions, as well
as an inability to fill existing orders due to insufficient working capital,
and a concentration of sales to a small number of top customers.  See the
section entitled "Risk Factors - Industry Trends Have Adversely Affected
Our Financial Condition" for more specific information.

Specific steps that we have successfully taken to address the shortage of
working capital include borrowing money from Company directors and outside
investors, executing warrants, and issuing common stock under our employee
stock option program, all in exchange for cash to the Company.  We also
intend to obtain cash and intellectual property as conceived by a Letter of
Intent entered with United States Semiconductor Corporation ("USSC").  The
Letter of Intent contemplates the issuance of 50% of the issued and
outstanding shares of common stock (computed on a fully diluted basis) to
USSC and its newly created subsidiary in exchange for intellectual
property licenses and a total of  $4,000,000 to $4,500,000 cash. As of
November 30, 2001 the Company had received a total of approximately
$950,000 from USSC pursuant to the letter of intent.

Some of the money we borrowed in fiscal years 2000, 2001 and 2002 came
from The Norman Lizt Individual Retirement Account ("Lizt") and La
Jolla Cove Investors, Inc. ("LJCI"). LJCI loaned us $250,000 on
December 29, 2000 in exchange for a note convertible into our common
stock. Lizt loaned us $250,000 on January 18, 2001 in exchange for a
note convertible into our common stock. These notes included additional
stock purchase rights.  LJCI loaned us additional $200,000 on
April 6, 2001 in exchange for a promissory note and stock purchase
agreement pursuant to which LJCI purchased 1,000,000 shares of our
common stock. LJCI also purchased an additional 100,000 shares of our
common stock on May 18, 2001 and an additional 1,000,000 shares of our
common stock on September 27, 2001.  LJCI also loaned us an additional
$200,000 on January 3, 2002 in exchange for a convertible debenture
convertible into 3,508,772 shares of our common stock.  The common stock
underlying the convertible notes issued to Lizt and LJCI (including the
additional stock purchase rights), the 2,100,000 common stock
already issued to LJCI, and the shares underlying the convertible
debenture issued to LJCI are covered by this registration statement
and are further discussed in the section of this prospectus called
"The Offering." Further, we have successfully negotiated restructuring of
certain debt and converted some of that debt to equity.  We are
continuing to pursue equity financing. However, there can be no
assurance that the Company will be successful in any of its
financing activities.

Specific steps we have taken to reduce the concentration of sales to a small
number of top customers include diversifying our customer base and modifying
our business plan.  During the first nine months of 2001, net sales to the
Company's top three customers were 70%, as compared to 92% during the first
nine months of 2000.  This decrease is due to a more diversified customer
base and a reduced dependence on sales to one customer, Schlumberger,  which
was reduced to 28% of the Company's net sales in the first nine months of
2001 as compared to 50% for 2000. We anticipate that reliance on these
customers should continue to diminish due to the expected increased sales to
other customers as we modify our business plan.  As explained in the
Company's Form 8-K filed September 27, 2001, Andrew K. Wrobel resigned as
President and Chief Executive Officer in late September 2001 and was replaced
in those capacities by Robert M. Czajkowski. At that time, Mr. Czajkowski,
Mr. David J. Strobel and Mr. Charles L. Wood joined the Company's Board of
Directors. The change in  management is part of an ongoing process in
transforming the Company from its traditional role as solely a commercial
semiconductor interconnect solution provider to a leading role in the
delivery of proprietary products for defense and space applications, as well.
PAGE 6
THE OFFERING

CONVERTIBLE NOTE AND ADDITIONAL PURCHASE RIGHT TO THE NORMAN LIZT IRA

On January 18, 2001, The Norman Lizt Individual Retirement Account ("Lizt")
loaned the Company $250,000 in exchange for a two-year convertible note
bearing interest at 10%, payable monthly. The convertible note is secured
by the  assets of the Company. The convertible note matures on January 18,
2003 and provides that all or any  portion of outstanding principal (but
not accrued interest) may be converted, at the election of Lizt, into
shares of the Company's Common Stock. The conversion price of the note
is equal to (a) $.20 per share, if the principal amounts are converted
within one year of the effective date, or (b) the lesser of $.20 per
share or 80% of the lowest closing bid price of the common stock (as
reported on the Over the Counter Bulletin Board) during the 45 calendar
days prior to the conversion, if the principal amounts are converted
after one-year and prior to maturity. The number of shares into which
the note may be converted is limited as follows: the note may not be
converted to the extent it would result in Lizt being the beneficial
owner of more than 10% of the then outstanding shares of common stock
of the Company (computed on a nondiluted basis) for purposes of
Section 16(b) of the Securities Exchange Act of 1934, as amended.
3,125,000 shares are being registered through this registration
statement pursuant to conversion of the Lizt convertible note.
This number of shares assumes conversion of the entire principal
amount of the convertible note at a conversion price of $.08 per
share, rounded up to the nearest whole number of shares in
accordance with the terms of the convertible note.

The Company issued an additional stock purchase right in
connection with the note whereby the debt holder can, concurrently
with conversion of the convertible note, purchase additional shares
of the Company's common stock at the lesser of the lesser of $.20
per share or 80% of the lowest closing bid price of the common
stock (as reported on the Over the Counter Bulletin Board) during
the 45 calendar days prior to the conversion.  The number of shares
purchasable under the additional stock purchase right is limited as
follows: (a) the number of additional shares purchased cannot
exceed 50% of the number of shares converted from the balance of
the Lizt convertible note, and (b) the additional stock purchase
right is ineffectual to the extent it would result in Lizt being
the beneficial owner of more than 10% of the then outstanding
shares of common stock of the Company (computed on a nondiluted
basis) for purposes of Section 16(b) of the Securities Exchange
Act of 1934, as amended. 1,562,500 shares of the Company's common
stock are being registered through this registration statement
pursuant to the Lizt additional stock purchase right, which figure
constitutes the maximum number of shares purchaseable under such
right if the full principal amount of the Lizt convertible note
is converted into the Company's common stock assuming a conversion
price of $.08 per share, but not taking into account the Section 16(b)
limitation described above. The total purchase price payable for
1,562,500 shares assuming a purchase price of $.08, would be $125,000.

The Company entered a Registration Rights Agreement with Lizt dated
April 6, 2001, by which the Company agreed to register all common
stock issuable to Lizt under the convertible note and additional
stock purchase right.

The number of shares issued to Lizt under the convertible note will
depend on the conversion price and how much of the principal debt Lizt
chooses to convert to common stock, but this prospectus covers the
maximum number of shares that could be issued to Lizt under the
convertible note and additional stock purchase right assuming a
conversion and purchase price of $.08 per share. See the section
entitled "Risk Factors" for examples of how the conversion would
operate given various conversion prices and the dilutive effect on
our shareholders.

Norman Lizt is a principal and affiliate of La Jolla Cove Investors, Inc.
PAGE 7
CONVERTIBLE NOTE AND ADDITIONAL PURCHASE RIGHT TO LA JOLLA COVE INVESTORS,
INC.

On December 29, 2000, La Jolla Cove Investors, Inc. ("LJCI") loaned the
Company $250,000 in exchange for a two-year convertible note bearing
interest at 10%, payable monthly. The convertible note is personally
guaranteed by directors and officer of the Company. The convertible note
matures on December 28, 2002 and provides that all or any portion of
outstanding principal (but not accrued interest) may be converted, at
the election of LJCI, into shares of the Company's Common Stock. The
conversion price of the note is equal to the lesser of $.20 per share
or 80% of the lowest closing bid price of the common stock (as reported
on the Over the Counter Bulletin Board) during the 45 calendar days prior
to the conversion. The number of shares into which the note may be
converted is limited as follows: the note may not be converted to the
extent it would result in LJCI being the beneficial owner of more than
10% of the then outstanding shares of common stock of the Company
(computed on a nondiluted basis) for purposes of Section 16(b) of the
Securities Exchange Act of 1934, as amended. 3,125,000 shares are being
registered through this registration statement pursuant to conversion
of the LJCI convertible note.  This number of shares assumes conversion
of the entire principal amount of the convertible note at a conversion
price of $.08 per share, rounded up to the nearest whole number of
shares in accordance with the terms of the convertible note.

The note contains an additional stock purchase right whereby the debt holder
can, concurrently with conversion of the convertible note, purchase
additional shares of the Company's common stock at the lesser of the
lesser of $.20 per share or 80% of the lowest closing bid price of
the common stock (as reported on the Over the Counter Bulletin Board)
during the 45 calendar days prior to the conversion.  The number of
shares purchasable under the additional stock purchase right is limited
as follows: (a) the number of additional shares purchased cannot exceed
50% of the number of shares converted from the balance of the LJCI
convertible note, and (b) the additional stock purchase right is
ineffectual to the extent it would result in LJCI being the beneficial
owner of more than 10% of the then outstanding shares of common stock
of the Company (computed on a nondiluted basis) for purposes of Section
16(b) of the Securities Exchange Act of 1934, as amended. 1,562,500
shares of the Company's common stock are being registered through this
registration statement pursuant to the LJCI additional stock purchase
right, which figure constitutes the maximum number of shares
purchaseable under such right if the full principal amount of the LJCI
convertible note is converted into the Company's common stock at a
conversion price of $.08 per share, but not taking into account the
Section 16(b) limitation described above. The total purchase price
payable for 1,562,500 shares assuming a purchase price of $.08, would
be $125,000.

The Company entered a Registration Rights Agreement with LJCI dated
April 6, 2001, by which the Company agreed to register all common stock
issuable to LJCI under the convertible note and additional stock purchase
right.

The number of shares issued to LJCI under the convertible note will
depend on the conversion price and how much of the principal debt LJCI
chooses to convert to common stock, but this prospectus covers the
maximum number of shares that could be issued to LJCI under the
convertible note and additional stock purchase right assuming a
conversion and purchase price of $.08 per share. See the section
entitled "Risk Factors" for examples of how the conversion would
operate given various conversion prices and the dilutive effect on
our shareholders.

STOCK PURCHASE AGREEMENT TO LA JOLLA COVE INVESTORS, INC.

The Company has issued 2,100,000 shares of its Common Stock to LJCI
pursuant to certain stock purchase agreements between LJCI and us dated
April 6, 2001, May 18, 2001 and September 27, 2001.
PAGE 8
CONVERTIBLE DEBENTURE TO LA JOLLA COVE INVESTORS, INC.

On January 3, 2002, LJCI loaned the Company $200,000 in exchange for
a two-year convertible debenture bearing interest at 9.75%, payable
monthly.  The convertible debenture matures on January 2, 2004 and
provides that all or any portion of the outstanding principal (but
not accrued interest) may be converted, at the election of LJCI, into
shares of the Company's common stock at a fixed conversion price of
$.057 per share. 3,508,772 shares of the Company's common stock
issuable to LJCI upon conversion of the debenture are being registered
through this registration statement.  This number of shares assumes
conversion of the entire principal amount of the convertible debenture.
The number of shares into which the debenture may be converted is
limited as follows: the debenture may not be converted to the extent
it would result in LJCI being the beneficial owner of more than 10%
of the then outstanding shares of common stock of the Company
(computed on a nondiluted basis) for purposes of Section 16(b) of the
Securities Exchange Act of 1934, as amended.

During the period from July 2, 2002 to October 2, 2002, LJCI has the
option to put the debenture to certain guarantors affiliated with the
Company, at a put price of 200% of the then outstanding principal
balance plus accrued interest.  These guarantors have a corresponding
option to call the debenture during that period at a call price of
212.5% of the then outstanding principal balance plus accrued interest.

SECURITIES OFFERED BY SELLING SECURITY HOLDERS

	Common Stock (1) (2)	     14,983,772

EQUITY SECURITIES OUTSTANDING (3)

	Common Stock (2)	           29,761,614
	Preferred Stock (4)	      9,362,777
	Warrants	                  1,906,358
	Options (5)	                  4,262,427

(1)	4,687,500 shares are being registered in connection with the
convertible note issued by the Company to Lizt on January 18, 2001.
This figure includes 3,125,000 shares issuable to Lizt upon conversion
of the Lizt note, assuming conversion of the entire original principal
amount of $250,000 at a conversion price of $.08 per share, plus
1,562,500 shares issuable to Lizt upon its exercise of the additional
stock purchase right issued in connection with the convertible note,
assuming a purchase price of $.08 per share. 4,687,500 shares are being
registered in connection with the convertible note issued by the
Company to LJCI on December 29, 2000. This figure includes 3,125,000
shares issuable to LJCI upon conversion of the LJCI note, assuming
conversion of the entire original principal amount of $250,000 at a
conversion price of $.08 per share, plus 1,562,500 shares issuable to
LJCI upon its exercise of the additional stock purchase right issued
in connection with the convertible note, assuming a purchase price of
$.08 per share.  An additional 2,100,000 shares being registered were
issued pursuant to stock purchase agreements between LJCI and us dated
April 6, 2001, May 18, 2001 and September 27, 2001.  An additional
3,508,772 shares issuable to LJCI upon conversion of a convertible
debenture issued by us to LJCI on January 3, 2002, are being
registered assuming conversion of the entire original principal amount
of $200,000.  The debenture is convertible into shares of the Company's
common stock at a conversion price of $.057.(2)	The total number of
shares of common stock does not include shares of
common stock issuable upon the exercise of warrants and options.
(3)	The total number of equity shares outstanding as of January 4, 2002.
(4)	The preferred shares are convertible into the Company's Common
stock at a ratio of two(2) shares of Common Stock for each share of
preferred stock, at a conversion price of $.51 per share, subject to
adjustment, as further specified in, and subject to the provisions of
the Company's Amended and Restated Articles of Incorporation filed
October 15, 1999, a copy of which is attached to this prospectus.
(5)	The options were issued to employees in connection with our
employee stock option plan, to directors in connection with our
Automatic Option Grant Program, and to consultants under our
Discretionary Consultant Option Grant Program.

The Norman Lizt IRA and La Jolla Cove Investors, Inc, are "underwriters"
within the meaning of the Securities Act in connection with their
resale of shares of our common stock under this prospectus.

RISK FACTORS

AN INVESTMENT IN SHARES OF MELTRONIX COMMON STOCK INVOLVES A HIGH DEGREE OF
RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS,
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE PURCHASING
ANY MELTRONIX SHARES.

EXCEPT FOR HISTORICAL INFORMATION, THE INFORMATION CONTAINED IN THIS PROSPECTUS
AND IN OUR SEC REPORTS ARE "FORWARD-LOOKING" STATEMENTS. OUR ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM THOSE PROJECTED OR IMPLIED IN SUCH FORWARD-LOOKING
STATEMENTS. THE RISKS DESCRIBED BELOW ADDRESS SOME OF THE FACTORS THAT MAY
AFFECT OUR FUTURE OPERATING RESULTS AND FINANCIAL  PERFORMANCE.

The Company's business is subject to numerous risks any one of which, alone
or in combination, could have a material adverse effect on future results of
operations. Additional risks and uncertainties not presently known to the
Company or that it deems immaterial may also affect its business.
PAGE 9
UNFAVORABLE FINANCIAL POSITION INCLUDING LIQUIDITY AND CAPITAL RESOURCES;
NONCOMPLIANCE WITH CERTAIN FINANCING AND OTHER AGREEMENTS

During the nine months ended September 30, 2001, the Company had negative
cash flows from operations totaling $1,351,000. In addition, the Company had
a working capital deficit totaling $6,453,000 at September 30, 2001.  Further,
throughout 2001 the Company has not made timely payments and has not been in
compliance with certain debt, lease, and service agreements, including the
lease for Company headquarters in San Diego.  In light of this noncompliance
the Company has been forced to undertake negotiations with various creditors,
not all of which have been finally resolved.  The Company must improve its
profitability and obtain additional sources of liquidity through debt or
equity financing to fund its operations, repay debt currently due and debt
about to become due as well as its general working capital requirements.
Management is currently monitoring its expenses in an effort to improve the
effectiveness and efficiency of its available resources to assist in improving
its profitability. Management is also currently exploring various debt and
equity funding sources including and in addition to those with United States
Semiconductor Corporation, as described herein.  See "The Offering."

During the first nine months of 2001, operating activities used $1,351,000.
The Company's sources of liquidity at September 30, 2001 consist of
inventories of $142,000 and trade accounts receivable of $150,000.

During the nine months ended September 30, 2001, the Company financed its
operations through notes payable from two of its directors ($375,000) and
from three outside investors ($1,030,000), the execution of warrants ($3,000)
as well as the issuance of common stock under the employee stock option
program ($195,000). This financing includes the following.

In July 2000, the Company entered into an Account Receivable Financing
Agreement with Silicon Valley Bank ("Bank Credit Line"), which was paid in
full and replaced with a new line of credit with Primary Funding during the
three months ended September 30, 2001. The line of credit agreement with
Primary Funding is secured by all assets of the Company, and the Company can
borrow up to $500,000 in total limited to 80% of account receivable acceptable
to the bank. As of September 30, 2001, approximately $300,000 was outstanding
under the line of credit agreement with Primary Funding.

On December 29, 2000, La Jolla Cove Investors, Inc. ("LJCI"), loaned the
Company $250,000 in exchange for a two-year convertible note bearing
interest at 10%, payable monthly.  On January 18, 2001, The Norman Lizt
IRA ("Lizt") loaned the Company $250,000 in exchange for a two-year
convertible note bearing interest at 10%, payable monthly.  The
convertible note issued to Lizt is secured by the assets of the Company,
while the note due to LJCI is personally guaranteed by  directors and
officer of the Company. The conversion price of each note is equal to (a)
$.20 per share, if the principal amount is converted within one year of
the effective date of such note, or (b) the lesser of $.20 per share or
80% of the lowest closing bid price of the common stock (as reported on
the Over the Counter Bulletin Board) during the 45 calendar days prior
to the conversion, if the principal amount is converted after one-year
and prior to maturity. The number of shares into which each may be
converted is limited as follows: the note is nonconvertible to the
extent it would result in the holder being the beneficial owner of more
than 10% of the then outstanding shares of common stock of the Company
for purposes of Section 16(b) of the Securities Exchange Act of 1934,
as amended.  In addition, in connection with the convertible notes the
Company issued an additional stock purchase right to each LJCI and Lizt,
whereby the debt holder can, concurrently with conversion of the
convertible note, purchase additional shares of the Company's common
stock at the lesser of $.20 per share or 80% of the lowest closing bid
price of the common stock (as reported on the Over the Counter Bulletin
Board) during the 45 calendar days prior to the conversion. The number
of shares purchasable under the additional stock purchase right is
limited as follows: (a) the number of additional shares purchased by
the holder cannot exceed 50% of the number of shares converted from the
balance of the subject convertible note, and (b) the additional stock
purchase right is ineffectual to the extent it would result in the
holder being the beneficial owner of more than 10% of the then outstanding
shares of common stock of the Company (computed on a nondiluted basis)
for purposes of Section 16(b) of the Securities Exchange Act of 1934,
as amended. The shares underlying the convertible notes and the shares
issueable to LJCI and Lizt upon exercise of the additional stock purchase
rights are the subjects of this registration.
See "The Offering."
PAGE 10
On February 20, 2001, the Company executed a letter of intent with United
States  Semiconductor Corporation ("USSC") for a proposed transaction,
which, if consummated, would provide that USSC and its newly created
subsidiary will (i) grant the Company an exclusive, non-transferable license
for the use of USSC's technology in exchange for a percentage to be determined
of the Company's common stock, and (ii) receive 50% of the Company's Common
Stock (computed on a fully diluted basis), all in exchange for between
$4,000,000 to $4,500,000 cash from USSC and its subsidiary. The expenses to
further develop the technology to a commercially feasible and manufacturable
level are to be born by USSC. Once established, the Company is to manufacture
the developed products and, upon sale, will be obligated to pay USSC a royalty,
the amount of which has yet to be agreed upon. As of November 30, 2001 the
Company had received a total of approximately $950,000 from USSC pursuant to
the letter of intent. Management is continuing its discussion with USSC in
anticipation of executing a definitive agreement.  The consummation of the
transactions contemplated by the letter of intent are subject to a number of
conditions that are outside the control of the Company and, therefore, there
is no assurance that such transactions will be successfully completed.

On February 23, 2001, the Company borrowed an additional $50,000 from
James T. Waring, a director of the Company, under a secured promissory note
with interest at 10%, due and payable in full in one lump sum not later than
the earliest to occur of either May 23, 2002 or the date of the closing of the
anticipated stock purchase transaction between the Company and USSC.

On March 9, 2001, the Company borrowed an additional $75,000 from James T.
Waring, a director of the Company, under a secured promissory note with
interest at 10%, due and payable in full in one lump sum not later than the
earliest to occur of either June 9, 2002 or the date as of which the Company
has received a cumulative amount of $1,075,000 in connection with the stock
purchase transaction between the Company and USSC.

On April 6, 2001, the Company borrowed an additional $200,000 from LJCI
under a secured promissory note with interest at 9%, due and payable on
April 6, 2002 and guaranteed by certain officers/directors of the Company.
In connection with the promissory note, the Company has issued 2,100,000 shares
of its common stock as additional consideration for the loan. The 2,100,000
shares are being registered by the Company through this registration statement.

On May 1, 2001, the Company borrowed an additional $250,000 from Paul H.
Neuharth, Jr., a director of the Company, under a promissory note with
interest at 14%, due and payable on the earlier of May 1, 2002 or from proceeds
of equity investments cumulating over  $1,000,000 after May 1, 2001. In
connection with the promissory note, the Company is to issue 2,500,000 shares
of its common stock as additional consideration for the loan.

On May 11, 2001, the Company entered into a Security Agreement with Primary
Funding Corporation ("PFC"), whereby the Company may, from time to time, sell,
transfer and assign accounts to PFC at a discount not to exceed 20%.  At
September 30, 2001 approximately $300,000 was owed to Primary Funding.

On May 11, 2001, PFC entered into three separate intercreditor agreements
with three of the Company's creditors, whereby the creditors have subordinated
and assigned their priority interests in the inventory and accounts of the
Company.

Solona Venture Group, L.P. ("Solana") and the Company entered into a
letter of agreement in July, 2001 whereby Solana provided the Company
with a check for $150,000. The $150,000 is convertible into MeltroniX
stock at $0.20 per share, and if the stock is not publicly tradable
within nine months of conversion, Solana may tender the stock back to
the Company for an immediate payment of $150,000.  The other terms of
the letter of agreement were not fulfilled and are not active terms.
PAGE 11
On January 3, 2002, LJCI loaned the Company $200,000 in exchange for a
two-year convertible debenture bearing interest at 9.75%, payable
monthly.  The debenture is convertible into shares of the Company's
common stock at a fixed conversion price of $.057 per share. 3,508,772
shares of the Company's common stock issuable to LJCI upon conversion
of the debenture are being registered through this registration
statement. The number of shares into which the debenture may be
converted is limited as follows: the debenture may not be converted to
the extent it would result in LJCI being the beneficial owner of more
than 10% of the then outstanding shares of common stock of the Company
for purposes of Section 16(b) of the Securities Exchange Act of 1934,
as amended. See "The Offering."

There can be no assurance that any additional financing will be available to
the Company on a timely basis or on acceptable terms or at all.  The Company's
inability to accomplish these goals will have a materially adverse effect on
the Company's business, consolidated financial condition and operations,
and could defeat the Company's ability to continue as a going concern.
The consolidated financial statements contained in the Company's 10-K filing
for the fiscal year ended December 31, 2000, and the condensed financial
statements contained in the Company's 10-Q filings for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001 do not include any
adjustments that might result from the outcome of this uncertainty.

IF WE ARE UNABLE TO SECURE FUTURE CAPITAL, WE WILL BE UNABLE TO CONTINUE
OUR OPERATIONS.

If we are unable to secure future capital, we will be unable to continue our
operations. Our business has not been profitable in the recent past and it
may not be profitable in the future. We may incur losses on a quarterly or
annual basis for a number of reasons, some within and others outside our
control. The growth of our business will require the commitment of
substantial capital resources.

The Company's future capital requirements will depend upon many factors,
including the extent and timing of acceptance of the Company's products in
the market, requirements to construct, transition and maintain existing or
new manufacturing facilities, commitments to third parties to develop,
manufacture, license and sell products, the progress of the Company's research
and development efforts, the Company's operating results and the status of
competitive products.

If funds are not available from operations, we will need additional funds.
We may seek such additional funding through public and private financing,
including debt or equity financing. Adequate funds for these purposes, whether
through financial markets or from other sources, may not be available when we
need them. Even if funds are available, the terms under which the funds are
available to us may not be acceptable to us. Insufficient funds may require us
to delay, reduce or eliminate some or all of our planned activities.

IF OUR OPERATIONS CONTINUE TO RESULT IN A NET LOSS, NEGATIVE WORKING CAPITAL
AND A DECLINE IN NET WORTH, AND WE ARE UNABLE TO OBTAIN NEEDED FUNDING, WE MAY
BE FORCEDTO DISCONTINUE OPERATIONS.

For several recent periods, up through the fiscal quarter ended
December 31, 2000, we had a net loss, negative working capital and a decline
in net worth, which raises substantial doubt about our ability to continue as
a going concern. Our losses have resulted primarily from an inability to
achieve product sales and contract revenue targets due to insufficient working
capital. Our ability to continue operations will depend on positive cash flow,
if any, from future operations and on our ability to raise additional funds
through equity or debt financing. Although we have reduced our work force and
discontinued some of our operations, if we are unable to achieve the necessary
product sales or raise or obtain needed funding, we may be forced to
discontinue operations.
PAGE 12
FLUCTUATING QUARTERLY RESULTS

Our quarterly performance has historically fluctuated, and if it continues
to do so it may have a negative impact on our business.  Our quarterly
operating results can fluctuate significantly depending on a number of factors,
any one of which could have a negative impact on our results of operations.
The factors include:

o   the timing of product announcements and subsequent introductions of new or
    enhanced products by us and by our competitors,
o   the availability and cost of components and raw materials,
o   the timing and mix of shipments of our products,
o   the market acceptance of our new products,
o   decreased demand for semiconductor products generally,
o   decreased capital investment in semiconductor companies and markets,
o   seasonality,
o   changes in our prices and in our competitors' prices,
o   the timing of expenditures for staffing and related support costs,
o   the extent and success of advertising,
o   research and development expenditures,
o   U.S. government outlays for military and/or space applications, and
o   changes in general economic conditions.

We may experience significant quarterly fluctuations in revenues and operating
expenses as we introduce new products. In addition, our component and raw
material purchases, production and spending levels are based upon our forecast
of future demand for our products. Accordingly, any inaccuracy in our forecasts
could adversely affect our financial condition and results of operations.
Demand for our products could be adversely affected by a slowdown in the
overall demand for military and space products or for wireless Internet,
Internet or telecommunication equipment.

Our failure to complete shipments during a quarter could have a material
adverse effect on our results of operations for that quarter.  Currently, we
are experiencing a backlog of existing orders and one of our primary goals in
seeking funding has been to enable the Company to fill this backlog.  Because
we may be unable to secure future capital, we cannot assure you that we will
be able to complete and ship existing  orders.  Failure to fill and ship
existing orders on time may lead to loss of customers or future orders, which
in turn would adversely affect the Company's financial condition.

PAGE 14
INDUSTRY TRENDS HAVE ADVERSELY AFFECTED OUR FINANCIAL CONDITION

In 2001, the semiconductor industry experienced a marked drop in overall
semiconductor demand.  This drop was largely due to the "dot com" collapse,
as well as other factors beyond the Company's control including (but not
limited to) rapidly decreasing demand for personal computers, servers,
Internet infrastructure equipment, telecommunications equipment, and wireless
equipment. As was the case with many high tech market segments, the
semiconductor industry had been generating historically high production levels
throughout the late 1990s and in some instances into 2001.  When semiconductor
demand dropped, the existence of high production levels led to several
conditions that have adversely affected the Company's financial condition as
well as the semiconductor industry as a whole. Conditions that currently affect
the entire semiconductor industry include: a significant decrease in capital
investment, more payment defaults by customers, excess inventory, excess
production capacity, difficulty or inability to pay employees (including
executive level employees), the need for layoffs, negative perception by
capital markets and investors, loan defaults, aggressive price competition,
and other conditions.

These conditions have adversely affected our financial condition.
Specifically, we have experienced a significant decrease in sales revenue
during fiscal year 2001, making it more difficult for us to meet current
payment obligations and generate a profit. Along with a decrease in our net
income, our net tangible assets, and a significant drop in the market price
of our common stock and our market capitalization, all of which resulted in
our delisting from the Nasdaq SmallCap Market, these factors have made it
significantly more difficult for us to obtain financing on favorable terms.
As discussed above, current market conditions have led generally to an excess
of semiconductor inventory and production capacity. Like many participants in
the semiconductor industry, our specific experience has been a lack of capital,
due both to declining sales and to difficulty in obtaining funding.   Along
with decreased demand, the lack of capital has made it more difficult to
generate new sales, and it has also hindered our ability to invest in research
and development of new and/or better products.  Further, and contrary to the
experience of some of our competitors, lack of capital has meant an inability
to invest in production capacity.  In the face of orders placed with us during
2000 and 2001, this has led to our currently existing backlog in orders.
Because some of our competitors have excess production capacity and continue
to exhibit aggressive price competition, our current customers may choose to
fill future orders with our competitors and may even cancel their existing,
backlogged orders in favor of our competition.

There can be no assurance that any or all of these conditions affecting the
semiconductor industry generally or the Company in particular will reverse or
cease to exist in the near future.  The continuance of these conditions may
continue to adversely affect our financial condition.

SINCE OUR COMPETITORS HAVE GREATER FINANCIAL AND MARKETING RESOURCES THAN WE
DO, WE MAY EXPERIENCE A REDUCTION IN MARKET SHARE AND REVENUES.

The markets for our products are highly competitive and rapidly changing.
Some of our current and prospective competitors have significantly greater
financial, technical, manufacturing and marketing resources than we do.
Our ability to compete in our markets depends on a number of factors, some
within and others outside our control. These factors include:

o   the frequency and success of product introductions by us and by our
    competitors,
o   the selling prices of our products and of our competitors' products,
o   the performance of our products and of our competitors' products,
o   product distribution by us and by our competitors,
o   our marketing ability and the marketing ability of our competitors, and
o   the quality of customer support offered by us and by our competitors.
PAGE 15
NASDAQ NATIONAL MARKET LISTING REQUIREMENTS.

The Company was delisted from the Nasdaq National Market on March 13, 1997,
as of which date the Company's Common Stock began trading on the OTC Bulletin
Board. The Company may in the future be subject to continuing requirements to
be listed on the OTC Bulletin Board. There can be no assurance that the Company
could continue to meet such requirements. The price and liquidity of the
Company's common stock may be materially adversely affected if the Company
is unable to meet such requirements in the future.

DISCLOSURES RELATING TO LOW PRICED STOCKS; RESTRICTIONS ON RESALE OF LOW
PRICE STOCKS AND ON BROKER-DEAL SALE; POSSIBLE ADVERSE EFFECT OF "PENNY STOCK"
RULES ON LIQUIDITY FOR THE COMPANY'S SECURITIES.

Since the Company's securities were delisted from the NASDAQ SmallCap Market
and the Company has net tangible assets of less than $2,000,000, transactions
in the Company's securities are subject to Rule 15g-9 under the Exchange Act,
which imposes additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and "accredited
investors" (generally, individuals with a net worth in excess of $1,000,000 or
annual incomes exceeding $200,000 or $300,000 together with their spouses). For
transactions covered by this Rule, a broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to the sale. Consequently, this Rule
may adversely affect the ability of broker-dealers to sell the Company's
securities, and may affect the ability of purchasers of the Company's stock to
sell their stock.

The Commission has adopted regulations, which generally define a "penny stock"
to be any non-NASDAQ equity security of a small company that has a market
price (as therein defined)less than $5.00 per share, or with an exercise
price of less than $5.00 per share subject to certain exceptions, and which is
not traded on any exchange or quoted on NASDAQ. For any transaction by
broker-dealers involving a penny stock (unless exempt), the rules require
delivery, prior to a transaction in a penny stock, of a risk disclosure
document relating to the penny stock market. Disclosure is also required to be
made about compensation payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly
statements are required to be sent disclosing recent price information for the
penny stock held in an account and information on the limited market in penny
stocks. These requirements may discourage prospective investors from
purchasing the Company's stock.

VOLATILITY OF STOCK PRICE.

The stock market in general has recently experienced extreme price and volume
fluctuations, that have affected the market prices of technology companies.
The common stock of the Company has experienced significant price fluctuations
since the beginning of 2000. Such fluctuations have often been unrelated to or
disproportionately impacted by the operating performance of such companies.
Factors such as actual or anticipated operating results, announcements of
technological innovations, new products or new contracts by the Company, its
competitors or their customers, or events affecting other companies in the
electronics, wireless communications, internet, or high bandwidth communications
industries, and general market conditions may have a significant adverse effect
on the market price of the common stock of the Company.

DEPENDENCE ON TWO CUSTOMERS FOR MAJORITY OF REVENUE AND THE COMPANY'S REVENUE
MAY DECLINE SIGNIFICANTLY IF EITHER CUSTOMER CANCELS.

For the nine months ended September 30, 2001 the Company was dependent on
two customers, Micro Networks and Schlumberger for a substantial portion of
its net sales. Accordingly, unless and until the Company diversifies and
expands its customer base, its future success will significantly depend upon
the timing and size of future purchase orders, if any, from the Company's two
largest customers, and in particular:

o	the product requirements of these customers;
o	the financial and operational success of these customers; and
o	the success of these customers' products.
PAGE 16
The loss of either of the Company's two major customers or the delay of
significant orders from such customers, even if only temporary, could, among
other things, reduce or delay the Company's recognition of revenues, harm its
reputation in the industry, and reduce the Company's ability to accurately
predict cash flow, and as a consequence, could materially adversely affect
the Company's business, financial condition and results of operations.
Schlumberger has informed the Company that Schlumberger plans further declines
in the purchases it intends to make from the Company.

AS A COMPANY IN THE TECHNOLOGY INDUSTRY AND DUE TO THE VOLATILITY OF THE
STOCK MARKETS GENERALLY, OUR STOCK PRICE COULD FLUCTUATE SIGNIFICANTLY IN
THE FUTURE.

The market price of our common stock historically has fluctuated significantly.
Our stock price could fluctuate significantly in the future based upon any
number of factors such as:

o   general stock market trends;
o   announcements of developments related to our business;
o   fluctuations in our operating results;
o   a shortfall in our revenues or earnings compared to the estimates of
    securities analysts;
o   announcements of technological innovations, new products or enhancements
    by us or our competitors;
o   general conditions in the semiconductor markets we serve;
o   general conditions in the worldwide economy;
o   developments in patents or other intellectual property rights; and
o   developments in our relationships with our customers and suppliers.

In addition, in recent years the stock market in general, and the market for
shares of technology stocks in particular, have experienced extreme price
fluctuations, which have often been unrelated to the operating performance of
affected companies. Similarly, the market price of our common stock may
fluctuate significantly based upon factors unrelated to our operating
performance.
PAGE 17
EFFECTS ON MARKET PRICE AND DILUTION TO COMMON STOCKHOLDERS RESULTING FROM
CONVERSION OF THE NOTES

Since the Lizt and LJCI convertible notes convert at the lower of $.20/share
or a floating rate based on a discount to the market price of the common stock,
the lower the stock price when Lizt and LJCI convert, the more shares of common
stock Lizt and LJCI get. If and when Lizt and LJCI convert and then sell the
common stock, the common stock price may decrease due to the additional shares
in the market. This could allow Lizt and LJCI to convert the notes into greater
amounts of common stock (especially if Lizt and LJCI do so in concert), the
sales of which would further depress the stock price. The significant downward
pressure on the price of the common stock if Lizt and LJCI convert and sell
material amounts of common stock could encourage short sales by Lizt, LJCI or
others. This could place further downward pressure on the price of the common
stock. The conversion of the notes may result in substantial dilution to the
interests of other holders of common stock since Lizt and LJCI may ultimately
convert and sell the full amount issuable on conversion.

EFFECTS ON MARKET PRICE AND DILUTION TO COMMON SHAREHOLDERS RESULTING FROM
THE ADDITIONAL STOCK PURCHASE RIGHTS

The convertible note issued to Lizt and LJCI contain an additional stock
purchase right entitling Lizt and LJCI to purchase up to 1,562,500 shares each
of additional common stock. If and when Lizt and LJCI sell the Company's
common stock, the common stock price may decrease due to the additional
shares in the market (especially if Lizt and LJCI act in concert). The
significant downward pressure on the price of the common stock if Lizt and
LJCI sell material amounts of common stock could encourage short sales by
Lizt, LJCI or others. This could place further downward pressure on the price
of the common stock.  See the section entitled "The Offering" for more
information regarding Lizt, LJCI and their ownership, conversion and purchase
rights.

EFFECTS ON MARKET PRICE AND DILUTION TO COMMON SHAREHOLDERS RESULTING
FROM THE CONVERTIBLE DEBENTURE

Pursuant to the convertible debenture issued to LJCI on January 3, 2002,
LJCI may convert the principal amount of that debenture, $200,000, into
common stock of the Company at a conversion price of $.057.  This
equates to a total of 3,508,772 shares issuable to LJCI upon such
conversion. If and when LJCI converts and then sells the common stock,
the common stock price may decrease due to the additional shares in
the market. The significant downward pressure on the price of the
common stock if LJCI converts and sell material amounts of common
stock could encourage short sales by LJCI or others. This could place
further downward pressure on the price of the common stock. The
conversion of the debenture may result in substantial dilution to the
interests of other holders of common stock since LJCI may ultimately
convert and sell the full amount issuable on conversion.

DESCRIPTION OF FLOATING CONVERSION FEATURE AND EXAMPLES OF HOW THIS
CONVERSION FEATURE WORKS

The Lizt and LJCI convertible notes are convertible at(a) $.20 per
share, if the principal amounts are converted within one year of the
effective date, or (b) the lesser of $.20 per share or 80% of the
lowest closing bid price of the common stock (as reported on the Over
the Counter Bulletin Board) during the 45 calendar days prior to the
conversion, if the principal amounts are converted after one-year
and prior to maturity. The number of shares into which each note may
be converted is limited as follows: the note may not be converted to
the extent it would result in the holder being the beneficial owner
of more than 10% of the then outstanding shares of common stock of
the Company for purposes of Section 16(b) of the Securities Exchange
Act of 1934, as amended. As to each convertible note, 3,125,000
shares are being registered through this registration statement, for
a total of 6,250,000 shares being registered in connection with
conversion of the convertible notes.  This number of shares assumes
conversion of the entire principal amount of both convertible notes
at a conversion price of $.08 per share, rounded up to the nearest
whole number of shares in accordance with the terms of the convertible
notes.

In connection with the convertible notes, the Company issued to each
Lizt and LJCI an additional stock purchase right whereby the debt
holder can, concurrently with conversion of the convertible note,
purchase additional shares of the Company's common stock at the
lesser of the lesser of $.20 per share or 80% of the lowest closing
bid price of the common stock (as reported on the Over the Counter
Bulletin Board) during the 45 calendar days prior to the conversion.
The number of shares purchasable under the additional stock purchase
right is limited as follows: (a) the number of additional shares
purchased cannot exceed 50% of the number of shares converted by the
holder from the balance of the convertible note, and (b) the
additional stock purchase right is ineffectual to the extent it would
result in the holder being the beneficial owner of more than 10% of
the then outstanding shares of common stock of the Company (computed
on a nondiluted basis) for purposes of Section 16(b) of the Securities
Exchange Act of 1934, as amended. As to each convertible note,
1,562,500 shares of the Company's common stock are being registered
through this registration statement, for a total of 3,125,000 shares
being registered in connection with the additional stock purchase
rights. This figure constitutes the maximum number of shares
purchaseable by both Lizt and LJCi under such rights if the full
principal amount of each convertible note is converted into common
stock at a conversion price of $.08 per share, but not taking into
account the Section 16(b) limitation described above.

For example, if LJCI could convert the full $250,000 principal under
its December 29, 2000 convertible note, and the lowest closing bid
price of the common stock during the 45 calendar days prior to the
conversion was $.05, LJCI would acquire 6,250,000 shares of our
common stock (80% of $.05 equals $.04 and $250,000 divided by $.04
equals 6,250,000) by converting the note.  In addition to the
2,100,000 shares LJCI has already acquired, this would make a total
of 8,350,000 shares or 12.60% of the Company's then issued and
outstanding common stock computed on a fully diluted basis, and
23.19% computed on a nondiluted basis.  However, the note is only
convertible up to the point that LJCI holds 10% of the issued and
outstanding common stock, calculated on a nondiluted basis.  In this
example, LJCI's stock ownership would be capped at 3,075,000 shares,
which would constitute 10% of the then issued and outstanding common
stock of the Company (computed on a nondiluted basis), assuming no
other common stock issuances.  This figure includes the 2,100,000
shares already owned by LJCI plus 975,000 shares that would issue to
LJCI upon its partial conversion of the note.

The following table illustrates the differences in the dilutive effect on
our common stock at various market prices assuming the full original
principal amount of the LJCI convertible note of December 29, 2000 is
converted, and assuming that no shares are issued other than to LJCI.
The table takes into account the 2,100,000 shares of common stock
currently held by LJCI.  As such, the following table is relevant
only with regard to LJCI. The table assumes full conversion of the
original principal amount of $250,000.
PAGE 18
Market Price of	 			Number of Shares	 Percentage of total
shares of common				convertible upon   outstanding common
stock underlying the  Conversion	exercise of the    stock (computed on a
Convertible Note	    Price	      Note, plus Shares  fully diluted basis)
						currently held by
						LJCI
- -------------------   -----------   -----------------	 ----------------

$.05			    $.04		 3,075,000(1)		 5.04%
$.10			    $.08		 3,075,000(1)		 5.04%
$.15			    $.12		 3,075,000(1)		 5.04%
$.20			    $.16		 3,075,000(1)		 5.04%
$.25			    $.20		 3,075,000(1)		 5.04%
$.50			    $.40		 2,725,000			 4.54%
$.75			    $.60		 2,516,667			 4.19%
$1.00			    $.80		 2,412,500			 4.02%
$1.50			    $1.20		 2,308,333			 3.84%
$2.00			    $1.60		 2,256,250			 3.76%

(1)  Convertible note partially convertible at this price.

Continuing the example, if LJCI converts the full $200,000 principal
under its January 3, 2002 convertible debenture, at the fixed
conversion price of $.057, LJCI will acquire 3,508,772 shares of our
common stock by converting the debenture.  Added to the 3,075,000
shares from conversion of the December 29, 2000 convertible note in the
example, LJCI would hold 6,583,772 shares of the Company's common stock,
or 10.20% of the then issued and outstanding common stock, computed on a
fully diluted basis, and 19.23% computed on a nondiluted basis. Because
LJCI's debenture is nonconvertible to the extent such conversion would
result in LJCI holding over 10% of Company's common stock computed on a
nondiluted basis, the debenture would not be convertible in this example.
However, assuming a higher conversion price, the debenture would become
convertible, at least in part, because the debenture is convertible up
to the point that LJCI holds 10% of the then issued and outstanding
common stock of the Company, computed on a nondiluted basis.

Continuing the example, the additional stock purchase right would
entitle LJCI to purchase an additional 1,562,500 shares at the time
of conversion, at a price of $.04 (again assuming the lowest closing
bid price is $.05, 80% of $.05 equals $.04). Assuming LJCI converts
non of the January 3, 2002 convertible debenture, this 1,562,500 added
to the 3,075,000 shares from conversion of the December 29, 2000
convertible note in the example, would bring LJCI's total ownership to
4,637,500 or 7.17% of the common stock then issued and outstanding,
computed on a fully diluted basis, and 13.48% computed on a nondiluted
basis.  Because LJCI's additional stock purchase right is ineffective
to the extent its exercise would result in LJCI holding over 10% of
Company's common stock, computed on a nondiluted basis, the additional
stock purchase right would not be exerciseable in this example.

The following table is identical to the preceding table, except that it
takes into account the dilutive effect on our common stock assuming the
full original principal amount of the LJCI convertible debenture of
January 3, 2002 is converted. As such, the following table is relevant
only with regard to LJCI.

Market Price of	 			Number of Shares	 Percentage of total
shares of common				convertible upon   outstanding common
stock underlying the  Conversion	exercise of the    stock (computed on a
Convertible Note	    Price	      Note, plus Shares  fully diluted basis)
						currently held by
						LJCI, plus Shares
						issuable under
						additional stock
						purchase right,
						plus Shares
						convertible upon
						exercise of the
						Debenture (3)
- -------------------   -----------   -----------------	 ----------------

$.05			    $.04		 3,075,000(1)		 5.04%
$.10			    $.08		 3,075,000(1)		 5.04%
$.15			    $.12		 3,075,000(1)		 5.04%
$.20			    $.16		 3,075,000(1)		 5.04%
$.25			    $.20		 3,075,000(1)		 5.04%
$.50			    $.40		 3,075,000(2)		 5.04%
$.75			    $.60		 3,075,000(2)		 5.04%
$1.00			    $.80		 3,075,000(2)		 5.04%
$1.50			    $1.20		 3,075,000(2)		 5.04%
$2.00			    $1.60		 3,075,000(2)		 5.04%

(1)  Convertible note partially convertible at this price.
(2)  Debenture partially convertible at this price.
(3)  Assumes full conversion of convertible note before conversion
of any part of convertible debenture; additional stock purchase right
does not become exerciseable in whole or in part.

The convertible note issued to Lizt on January 18, 2001 is identical
to the LJCI convertible note dated December 29, 2000.  In connection
with the Lizt convertible note, the Company issued Lizt an additional
stock purchase right identical to the same such right issued to LJCI.
However, while LJCI currently owns 2,100,000 shares purchased via common
stock agreements dated April 6, 2001, May 18, 2001 and September 27, 2001,
Lizt has made no such purchases.  Further, while the Company issued a
convertible debenture to LJCI on January 3, 2002, the Company has not
issued such a debenture to Lizt.

For example, if Lizt converted the full $250,000 principal under its
convertible note, and the lowest closing bid price of the common stock
during the 45 calendar days prior to the conversion was $.05, Lizt would
acquire 6,250,000 shares of our common stock (80% of $.05 equals $.04
and $250,000 divided by $.04 equals 6,250,000) by converting the note.
This would constitute 9.43% of the Company's then issued and outstanding
common stock, computed on a fully diluted basis, and 17.36% computed on
a nondiluted basis.  However, the note is only convertible up to the
point that Lizt holds 10% of the issued and outstanding common stock,
calculated on a nondiluted basis.  In this example, Lizt's stock
ownership would be capped at 3,305,000 shares, which would constitute
10% of the then issued and outstanding common stock of the Company
(computed on a nondiluted basis), assuming no other common stock
issuances.

Continuing the example, the additional stock purchase right would
entitle Lizt to purchase an additional 1,562,500 shares at the time
of conversion, at a price of $.04 (again assuming the lowest closing
bid price is $.05, 80% of $.05 equals $.04). With the 3,305,000 shares
from conversion, this would bring Lizt's total ownership to 4,867,500
7.50% of the common stock then issued and outstanding, computed on a
fully diluted basis, and 14.06% computed on a nondiluted basis.  Because
Lizt's additional stock purchase right is ineffective to the extent its
exercise would result in Lizt holding over 10% of Company's common stock,
computed on a nondiluted basis, the additional stock purchase right would
not be exerciseable in this example.  However, assuming a higher
conversion price, the additional stock purchase right would become
effective, at least in part, because the additional stock purchase right
is effective up to the point that LJCI holds 10% of the then issued and
outstanding common stock of the Company, computed on a nondiluted basis.

The following table illustrates the differences in the dilutive effect on
our common stock at various market prices assuming the full original
principal amount of the Lizt convertible note of January 18, 2001 is
converted, and assuming that no shares are issued other than to Lizt.
The following table is relevant only with regard to Lizt. The table
assumes full conversion of the original principal amount of $250,000.

Market Price of	 			Number of Shares	 Percentage of total
shares of common				convertible upon   outstanding common
stock underlying the  Conversion	exercise of the    stock (computed on a
Convertible Note	    Price	      Note, plus Shares  fully diluted basis)
						issuable under
						additional stock
						purchase right (3)
- -------------------   -----------   -----------------	 ----------------

$.05			    $.04		 3,305,000 (1)		5.22%
$.10			    $.08		 3,305,000 (2)		5.22%
$.15			    $.12		 3,125,000			4.95%
$.20			    $.16		 2,343,750			3.76%
$.25			    $.20		 1,875,000			3.03%
$.50			    $.40		   937,500			1.54%
$.75			    $.60		   625,000			1.03%
$1.00			    $.80		   468,750			0.77%
$1.50			    $1.20		   312,500			0.52%
$2.00			    $1.60		   234,375			0.39%

(1)  Convertible note partially convertible at this price.
(2)  Additional stock purchase right partially exerciseable at this
price.
(3)  Assumes full conversion of convertible note before exercise of
any part of additional stock purchase right.

THE COMPANY'S FINANCING PLANS AND BUSINESS STRATEGY MAY NOT BE SUCCESSFUL.

While we believe that our financing plans will be sufficient to allow us to
pursue the Company's business strategy through a new management team, we may
not be successful in identifying new customers or we may not have sufficient
financial resources to develop new profitable accounts.  The Company's future
performance will depend, in part, on our ability to manage evolving operations
and to adapt our operational systems for these changes. We may not succeed at
effectively and profitably managing these changes.

FUTURE OPERATING RESULTS.

The Company's operating results have fluctuated in the past and may continue
to fluctuate in the future depending upon a variety of factors, including
downward pressure in gross margins, losses due to low shipping volume, delayed
market acceptance, if any, of new and enhanced versions of the Company's
products, delays, cancellations or reschedulings of orders, delays in product
development, defects in products, changes in the length of the
design-to-production cycle, relationships with and conditions of customers,
subcontractors, and suppliers, receipt of raw materials, including consigned
materials, customer concentration and price competition.

In addition, operating results may fluctuate based upon several other factors,
including the Company's ability to retain present management and to attract
new customers, changes in pricing by the Company, its competitors,
subcontractors, customers or suppliers, and fluctuations in manufacturing
yields. Accordingly, the failure to receive anticipated orders or delays in
shipments due, for example, to unanticipated shipment reschedulings or
defects or to cancellations by customers, or to unexpected manufacturing
problems may cause net sales in a particular quarter to fall significantly
below the Company's expectations, which would materially adversely affect
the Company's operating results for such quarter.

The impact of these and other factors on the Company's net sales and operating
results in  any future period cannot be forecasted with certainty. In addition,
the fixed overhead costs at the Company's facilities, the need for continued
expenditures for research and development, capital equipment and other
commitments of the Company, among other factors, will make it difficult for
the Company to reduce its expenses in a particular period if the Company's sales
goals for such period are not met. A large portion of the Company's operating
expenses are fixed and are difficult to reduce or modify should revenues not
meet the Company's expectations, thus magnifying the material adverse impact
of any such revenue shortfall. Accordingly, there can be no assurance that
the Company will not incur losses in the future or that such losses will
not have a material adverse effect on the Company's business, financial
condition and results of operations.

VARIABILITY OF CUSTOMER REQUIREMENTS AND OPERATING RESULTS.

Electronics manufacturing service providers must provide increasingly rapid
product turnaround for their customers. Customers may cancel their orders,
change production quantities, or delay production for a number of reasons.
Cancellations, reductions, or delays by a significant customer, or by a group
of customers would materially affect the business, financial condition and
results of the operations of the Company. Other factors, in addition to the
short-term nature of the Company's customer's commitments, may contribute to
fluctuations in results of the operations of the Company.
PAGE 19
The Company makes significant decisions, including the level of business it
seeks and accepts, production schedules, component procurement commitments,
personnel needs and another resource requirements, based upon the estimates
of customer requirements. The short-term nature of the Company's customers'
commitments and the possibility of rapid changes in the demand for their
products reduce the ability of the Company to estimate accurately future
customer requirements. Customers may occasionally require rapid increases in
production, which can stress the capacity of the Company and reduce margins.
Although the Company has increased its manufacturing capacity, there can be no
assurance it will have the capacity to meet the demands of customers. Because
many of the costs of the Company are relatively fixed, a reduction in customer
demand can adversely affect the gross margins and operating income.

TECHNOLOGICAL CHANGE; IMPORTANCE OF TIMELY PRODUCT INTRODUCTION; UNCERTAINTY OF
MARKET ACCEPTANCE AND EMERGING MARKETS.

The markets for the Company's products are subject to rapid technological change
and new product introductions and enhancements. Customers in the Company's
markets require products embodying increasingly advanced electronics
interconnection technology. Accordingly, the Company must anticipate changes
in technology and define, develop and manufacture or acquire new products
that meet its customers' needs on a timely basis. The Company anticipates that
technological changes could cause the Company's net sales to decline in the
future. There can be no assurance that the Company will be able to identify,
develop, manufacture, market, support or acquire new technologies successfully,
that any such new technologies will gain market acceptance, or that the Company
will be able to respond effectively to technological changes.

If the Company is unable for technological or other reasons to develop services
in a timely manner in response to changes in technology, the Company's
business, financial condition and results of operations will be materially
adversely affected. There can be no assurance that the Company will not
encounter technical or other difficulties that could in the future delay the
introduction of new products or product enhancements. In addition, new product
introductions by the Company's competitors could cause a decline in sales or
loss of market acceptance of the Company's products, which could materially
adversely affect the Company's business, financial condition and results of
operations. Even if the Company develops and introduces new products, such
products must gain market acceptance and significant sales in order for the
Company to achieve its growth objectives. Furthermore, it is essential that
the Company develops business relationships with and supply products to
customers whose end-user products achieve and sustain market penetration.

There can be no assurance that the Company's products will achieve widespread
market acceptance or that the Company will successfully develop such customer
relationships. Failure by the Company to develop products that gain widespread
market acceptance and significant sales or to develop relationships with
customers whose end-user products achieve and sustain market penetration will
materially adversely affect the Company's business, financial condition and
results of operations. The Company's financial performance will depend in
significant part on the continued development of new and emerging markets such
as the market for single and multiple chipset interconnect solutions. The
Company is unable to predict with any certainty any growth rate and potential
size of emerging markets. Accordingly, there can be no assurance that
emerging markets targeted by the Company will develop or that the Company's
products will achieve market acceptance in such markets. The failure of
emerging markets targeted by the Company to develop or the failure by the
Company's products to achieve acceptance in such markets could materially
adversely affect the Company's business, financial condition and results
of operations.

NEW PRODUCT LINE COULD CAUSE PROBLEMS MANAGING SUCHGROWTH.

Failure to manage new products in new industries such as military applications
and satellite communications, wireless telecommunications, internet equipment
and high bandwidth communications could materially adversely affect the
business, financial conditions and results of the operations of the Company.
The Company's ability to compete effectively and to manage future growth will
depend on its ability to implement and improve operating and financial systems
on a timely basis for all of its product lines. The Company can give no
assurance it will be able to manage its future growth effectively.
PAGE 20
SOLE OR LIMITED SOURCES OF SUPPLY; LIMITED SUPPLY OF CRITICAL COMPONENTS.

Certain raw materials essential for the manufacture of the Company's products
are obtained from a sole supplier or a limited group of suppliers. There are
a limited number of qualified suppliers of laminate substrates and die, which
are of critical importance to the production of the Company's products. The
Company has experienced material problems in acquiring sufficient quantities
of die during the last quarter, which resulted in production shutdowns.
This inadequate supply has had a material adverse impact on the ability to
produce and deliver products. In the manufacturing process, the Company may
utilize consigned materials supplied by certain of its customers.

The Company's reliance on sole or a limited group of suppliers and certain
customers for consigned materials involves several risks, including a potential
inability to obtain an adequate supply of required materials and reduced
control over the price, timely delivery, and quality of raw materials.
There can be no assurance that problems with respect to yield and quality of
such materials and timeliness of deliveries will not occur. Disruption or
termination of these sources could delay shipments of the Company's products
and could have a material adverse effect on the Company's business, financial
condition and operating results. Such delays could also damage relationships
with current and prospective customers, including customers that supply
consigned materials.

HIGHLY COMPETITIVE INDUSTRY; SIGNIFICANT PRICE COMPETITION.

The electronic interconnection technology industry is intensely competitive.
The Company experiences intense competition worldwide from a number of
manufacturers, including Maxtek Components Corporation, Natel Engineering,
VLSI Packaging, Raytheon Electronic Systems, and HEI Inc. The Company faces
competition from certain of its customers that have the internal capability
to produce products competitive with the Company's products and may face
competition from new market entrants in the future. In addition, corporations
with which the Company has agreements are conducting independent research and
development efforts in areas, which are or may be competitive with the Company.

The Company expects its competitors to continue to improve the performance of
their current products and to introduce new products or new technologies that
provide improved performance characteristics. New product introductions by the
Company's competitors could cause a decline in sales or loss of market
acceptance of the Company's existing products, which could materially adversely
affect the Company's business, financial condition and results of operations.

DEPENDENCE ON KEY PERSONNEL.

The Company's financial performance depends in part upon its ability to attract
and retain qualified management, technical, and sales and support personnel for
its operations. Competition for such personnel is intense, and there can be no
assurance that the Company will be successful in attracting or retaining such
personnel. The loss of any key employee, the failure of any key employee to
perform in his current position or the Company's inability to attract and retain
skilled employees, as needed, could materially adversely affect the Company's
business, financial condition and results of operations.

INTELLECTUAL PROPERTY MATTERS.

Although the Company attempts to protect its intellectual property rights
through patents, trade secrets and other measures, the Company believes
its financial performance will depend more upon the innovation, technological
expertise, manufacturing efficiency and marketing and sales abilities of
its employees. There can be no assurance that others will not independently
develop similar proprietary information and techniques or gain access to the
Company's intellectual property rights or disclose such technology, or that
the Company can meaningfully protect its intellectual property rights.
PAGE 21
There can be no assurance that any patent or other intellectual property
owned or licensed by the Company will not be invalidated, circumvented or
challenged, that the rights granted there under will provide competitive
advantages to the Company or that any of the Company's pending or future patent
applications will be issued with the scope of claims sought by the Company,
if at all. There can be no assurance that others will not develop similar
products, duplicate the Company products or design around the patents owned
by the Company, or that third parties will not assert intellectual property
infringement claims against the Company. Furthermore, there can be no assurance
that foreign intellectual property laws will protect the Company's intellectual
property rights.  These risks are heightened in light of the large stock
issuance that the Company anticipates making in connection with the United
States Semiconductor Corporation financing transaction, pursuant to which the
Company is to receive cash and a license to certain intellectual property
belonging to United States Semiconductor Corporation in exchange for 50% of
the Company's issued and outstanding Common Stock (computed on a fully
diluted basis).  See "The Offering."

ENVIRONMENTAL REGULATIONS.

The Company is subject to a variety of local, state, federal and foreign
governmental regulations relating to the storage, discharge, handling,
emission, generation, manufacture and disposal of toxic or other hazardous
substances used to manufacture the Company's products. The Company believes
it is currently in compliance in all material respects with such regulations
and has obtained all necessary environmental permits to conduct its business.
Nevertheless, failure to comply with current or future regulations could result
in the imposition of substantial fines against the Company, suspension of
production, alteration of the Company's manufacturing processes or cessation
of operations.

Compliance with such regulations could require the Company to acquire expensive
remediation equipment or to incur substantial expenses. Any failure by the
Company to control the use, disposal, removal  or storage of, or adequately
restrict the discharge of, or assist in the cleanup of, hazardous or toxic
substances, could subject the Company to liabilities, including joint and
several liability under certain statutes. The imposition of such liabilities
could materially adversely affect the Company's business, financial condition
or results of operations. The Company has been notified by the United States
Environmental Protection Agency that it considers the Company to be a
potentially responsible party under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986.

EFFECT OF INCOME TAXES

The Company has recorded a provision only for California minimum corporate
taxes for the nine months ended September 30, 2001, since the Company's
operations have generated operating losses for both financial reporting and
income tax purposes. A 100% valuation allowance has been provided on the total
deferred income tax assets, as they are not more likely than not to be realized.

The Company believes that if the sale transaction contemplated between the
Company and United States Semiconductor Corporation is consummated, the Company
may incur an ownership change pursuant to Section 382 of the Internal Revenue
Code.  If this is the case, the Company believes that its ability to utilize its
current net operating loss and credit carry forwards in current and subsequent
periods will be subject to annual limitations.  See "The Offering."
PAGE 22
LEGAL PROCEEDINGS

In May 1995, the United States Environmental Protection Agency ("EPA") issues
written notice to all known generators of hazardous waste shipped to a Whittier
California treatment facility. The EPA's notice indicated that these generators
(including the Company) were potentially the responsible parties under the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986
("CERCLA"). The notice requires all of the generators of this waste to take
immediate actions to contain and prevent any further release of hazardous
substances at this site.  In response to the EPA notice, the Company and
approximately 100 of the other named generators provided the necessary funding
to effect the removal and destruction of the hazardous wastes stored at this
site.  At present, the Company believes its percentage of responsibility for
this site is less than one half of one percent; and that percentage is
expected to decrease substantially, as additional generators are determined.
In addition, the Company along with other generators has provided certain
funding to test the soil and ground water at this site, which testing is
currently ongoing.  Although the cost incurred by the Company to date of
removing and destroying the hazardous waste stored at this facility was not
significant, this effort does not address the cleanup of potential soil
and/or ground-water contamination present at this site.  Management is
unable to estimate the possible cost of this suit at this time, as the cost
of clean up has not been determined. There can be no assurance, therefore,
that the costs and expenses associated with this action will not increase
in the future to a level that would have a material adverse effect upon the
Company's business, financial condition, results of operations or cash flows.

On October 18, 2000, the Company was notified by the United States Bankruptcy
Court that Lucien A. Morin, II, as Chapter 7 Trustee of H. J. Meyers & Co.,
Inc. is seeking from the Company 1,000,000 common stock purchase warrants with
a term of five years from November 19, 1997, an exercise price of $1.00 per
share, and certain registration rights, under a contract between the Company
and H.J. Meyers & Co. The Company has responded that H. J. Meyers & Co. failed
to fulfill its obligations under the contract, which was cancelled in
August 1998, and that as a result no warrants are due.

DIVIDEND POLICY

We have never declared or paid any cash dividend on our common stock.  We
intend to retain any future earnings for the expansion of our business and do
not expect to pay cash dividends on our common stock in the foreseeable future.

USE OF PROCEEDS

We will receive no proceeds from the resale of the common stock by the selling
stockholders, and we are paying all expenses in connection with this
registration statement. We intend to use the proceeds from the anticipated
conversion the Lizt and LJCI convertible notes, as well as from the exercise
of the additional stock purchase rights contained in those notes, for working
capital and general corporate purposes.

SELLING SECURITY HOLDERS

THE NORMAN LIZT INDIVIDUAL RETIREMENT ACCOUNT

Of the shares being offered by The Norman Lizt Individual Retirement Account,
3,125,000 consist of shares of common stock issuable upon conversion of
the convertible note (assuming a conversion price of $.08 per share), and
1,562,500 consist of shares of stock issuable under the additional stock
purchase right issued in connection with the convertible note.  The
natural person who exercises sole voting or investment power over the
shares of common stock that Lizt will sell is Norman Lizt.  The Norman
Lizt Individual Retirement Account is primarily involved in the business
of investing in private and public entities.  The address of The Norman
Lizt Individual Retirement Account is c/o Travis Huff, La Jolla Cove
Investors, Inc., 7817 Herschel Avenue, Suite 200, La Jolla,
California 92037.

Lizt also has certain prepayment rights upon an event of default, upon a major
corporate transaction, or upon certain other triggering events.
PAGE 23
LA JOLLA COVE INVESTORS, INC.

Of the shares being offered by La Jolla Cove Investors, Inc. ("LJCI"),
3,125,000 consist of shares of common stock issuable upon conversion
of the convertible note dated December 29, 2001 (assuming a conversion
price of $.08 per share), 1,562,500 consist of shares of stock issuable
under the additional stock purchase right issued in connection with the
convertible note, 2,100,000 shares consist of shares of common stock
purchased by LJCI pursuant to stock purchase agreements between LJCI and
the Company dated April 6, 2001, May 18, 2001 and September 27, 2001,
and 3,508,772 consist of shares of common stock issuable upon conversion
of the debenture dated January 3, 2002. The natural person who exercises
sole voting or investment power over the shares of common stock that
LJCI will sell is Travis Huff.  LJCI is primarily involved in the business
of investing in private and public entities.  The address of LJCI is 7817
Herschel Avenue, Suite 200, La Jolla, California 92037.

LJCI also has certain prepayment rights upon an event of default, upon a major
corporate transaction, or upon certain other triggering events.

Pursuant to the stock purchase agreements between the Company and LJCI
regarding the 2,100,000 shares of common stock, LJCI has registration rights
to which this registration relates which require us to register the 2,100,000
shares of common stock held by LJCI.

The prospectus is a part of the registration statement being filed.  The
shares offered by Lizt and LJCI are based on rights contained in the
convertible notes (including the additional stock purchase right) and the
LJCI stock purchase agreements.  For additional information about the LJCI
convertible note and the LJCI stock purchase agreements, see "The Offering."

The following table identifies the selling security holders based upon
information provided to us as of January 4, 2002 with respect to the shares
beneficially held by or acquirable by, the selling security holders, and the
shares of common stock beneficially owned by the selling security holders which
are not covered by this prospectus.

						  Percent of
						  Common Shares
						  Owned Prior to
			   Common Shares	  Offering               Total Number of
			   Owned Prior to	  (computed on a	       Shares To Be
Name of Investor	   Offering		  fully diluted basis)   Registered
- ----------------     --------------   -------------------	 ------------

The Norman Lizt		0			0%			   4,687,500
  Individual Retirement
  Account

La Jolla Cove		2,100,000		3.5%			  10,296,272
  Investors, Inc.

Norman Lizt is a principal and affiliate of La Jolla Cove Investors, Inc.

Neither The Norman Lizt Individual Retirement Account nor La Jolla Cove
Investors, Inc., nor their respective affiliates, have held any position,
office, or other material relationship with us.

PLAN OF DISTRIBUTION

The shares may be sold or distributed from time to time by the selling security
holders or by pledgees, donees or transferees of, or successors in interest to,
the selling security holders, directly to one or more purchasers (including
pledgees)or through brokers, dealers or underwriters who may act solely as
agents or may acquire shares as principals, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices, which may be changed. The distribution of the shares
may be effected in one or more of the following methods:
PAGE 24
o	ordinary broker transactions,

o	transactions involving cross or block trades or otherwise on the OTC
	Bulletin Board,

o	purchases by brokers, dealers or underwriters as principal and resale by
	such purchasers for their own accounts pursuant to this prospectus,

o	"at the market" to or through market makers or into an existing market for
	the common stock,

o	in other ways not involving market makers or established trading markets,
	including direct sales to purchasers or sales effected through agents,

o	through transactions in options, swaps or other derivatives (whether
	exchange listed or otherwise), or

o	any combination of the foregoing, or by any other legally available means.

In addition, the selling security holders may enter into hedging transactions
with broker-dealers who may engage in short sales of shares in the course of
hedging the positions they assume with the selling security holders. The
selling security holders may also enter into option or other transactions with
broker-dealers that require the delivery by such  broker-dealers of the shares,
which shares may be resold thereafter pursuant to this prospectus.

The selling security holders are "underwriters" within the meaning of the
Securities Act in connection with the sale of the common stock offered hereby.
Broker-dealers who act in connection with the sale of the common stock may also
be deemed to be underwriters. Profits on any resale of the common stock as a
principal by such broker-dealers and any commissions received by such
broker-dealers may be deemed to be underwriting discounts and commissions under
the Securities Act. Any broker-dealer participating in such transactions as
agent may receive commissions from the selling security holders (and, if they
act as agent for the purchaser of our common stock, from such purchaser).
Broker-dealers may agree with the selling security holders to sell a specified
number of shares of our common stock at a stipulated price per share, and, to
the extent such a broker-dealer is unable to do so acting as agent for any of
the selling security holders, to purchase as principal any unsold common stock
at the price required to fulfill the broker-dealer commitment to any of the
selling security holders. Broker-dealers who acquire common stock as principal
may thereafter resell the common stock from time to time in transactions (which
may involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale or at
negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such common stock commissions computed as
described above.

We will not receive any proceeds from the sale of the common shares pursuant
to this prospectus. We have agreed to bear the expenses of the registration
of the shares, including legal and accounting fees, and such expenses are
estimated to be $15,000.00.

We have informed the selling security holders that certain anti-manipulative
rules contained in Regulation M under the Securities Exchange Act of 1934,
as amended, may apply to their sales of the common stock. In addition, we
have informed the selling security holders of the need for delivery of copies
of this prospectus.

The selling security holders may also use Rule 144 under the Securities Act,
to sell the shares if they meet the criteria and conform to the requirements
of such rule.
PAGE 25
DESCRIPTION OF SECURITIES

On January 4, 2002 our authorized capital stock consisted of 50,000,000
shares of common stock, no par value; and 9,362,777 shares of preferred stock,
no par value, all of which are designated as Series A Preferred Stock.

Holders of the common stock are entitled to one vote for each share held in
the election of directors and in all other matters to be voted on by
shareholders. Stockholders do not have cumulative voting rights in the
election of directors. Holders of common stock are entitled to receive
dividends as may be declared from time to time by our board of directors out
of funds legally available. In the event of liquidation, dissolution or winding
up, holders of common stock are to share in all assets remaining after the
payment of liabilities. The holders of common stock have no preemptive or
conversion rights and are not subject to further calls or assessments. There
are no redemption or sinking fund provisions applicable to the common stock.
The rights of the holders of the common stock are subject to any rights that
may be fixed for holders of preferred stock. All of the outstanding shares
of common stock are fully paid and non-assessable.

INFORMATION WITH RESPECT TO THE REGISTRANT

The information required to be disclosed in the registration statement
pertaining to this prospectus is incorporated by reference, including, among
other documents, our latest Form 10-K and Form 10-Q, which are both being
delivered with this prospectus.  See "Incorporation of Certain Documents by
Reference," "Prospectus Summary," "Risk Factors" and "Material Changes."

MATERIAL CHANGES

We have had operational and liquidity challenges for the past several years,
characterized by declining sales, customer backlogs and net operating losses.
At September 30, 2001, and for the nine months then ended, we had a net loss,
negative cash flows from operations, a working capital deficit and a tangible
net worth deficit, all of which raise substantial doubt about our ability to
continue as a going concern. During the nine months ended September 30, 2001,
we experienced a net loss totaling  $4,929,000, negative cash flows from
operations totaling $1,351,000, a working capital deficit of $6,453,000 and a
tangible net worth deficit totaling $6,797,000, and we failed to make timely
payments and had fallen out of compliance with certain debt, lease and service
agreements.

As explained in the Company's Form 8-K filed September 27, 2001, Andrew K.
Wrobel resigned as President and Chief Executive Officer in late September 2001
and was replaced in those capacities by Robert M. Czajkowski. At that time,
Mr. Czajkowski, Mr. David J. Strobel and Mr. Charles L. Wood joined the
Company's Board of Directors. The change in management is part of an ongoing
process in transforming the Company from its traditional role as solely a
commercial semiconductor interconnect solution provider to a leading role in
the delivery of proprietary products for defense and space applications,
as well.

On February 20, 2001, the Company entered a letter of intent with United
States Semiconductor Corporation. The Letter of Intent contemplates the
issuance of 50% of the issued and outstanding shares of common stock
(computed on a fully diluted basis)to USSC and its newly-created subsidiary in
exchange for intellectual property licenses and cash.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy the materials we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549,
as well as at the SEC's regional offices at Citicorp Center, 500 West Madison
Street, Room 1400, Chicago, Illinois 60661-2511. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the Public
Reference Rooms. Our filings are also available to the public from the SEC's
World Wide Web site on the Internet at http://www.sec.gov. This site contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC.
PAGE 26
TRANSFER AGENT AND REGISTRAR

American Stock Transfer and Trust Company, 6201 15th Avenue, 3rd Floor,
Brooklyn, NY 11219,is the transfer agent and registrar for the Company's
common stock.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is considered to be part of this Prospectus. We incorporate by reference the
documents listed below:

1.	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2000;

2.	Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
	March 31, 2001, June 30, 2001 and September 30, 2001; and

3.	Our Current Report on Form 8-K filed September 28, 2001; and

This prospectus is being accompanied by a copy of our latest Form 10-K and our
latest Form 10-Q. You may request a copy of these filings, without charge, by
telephone at (858) 292-7000 or by writing to us at the following address:

MeltroniX, Inc.
9577 Chesapeake Drive
San Diego, CA 92123-1304
Attn: Randal D. Siville

You may also review copies of documents that are incorporated by reference
at our web site. The address of the site is http://www.meltronix.com.
Information contained in our website does not constitute a part of this
prospectus. You should rely only on the information incorporated by
reference or provided in this prospectus or any supplement, other than any
information superseded by a later document filed with the SEC and
incorporated by reference in this prospectus. We have not authorized anyone
else to provide you with different information. The selling shareholders may
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.

INDEMNIFICATION

The California Corporation Code allows us to indemnify our directors and
officers in terms sufficiently broad to indemnify such persons for liabilities
arising under the Securities Act.  In addition, we have a directors and
officers liability insurance policy that, under certain circumstances, could
indemnify our directors and officers against liabilities under the
Securities Act.

Article IX of the Company's Amended and Restated Articles of Incorporation
authorizes the Company to indemnify its directors and officers to the fullest
extent permissible under California law.  Article VI, Section 4 of the Company's
Bylaws provides that the Company shall indemnify each of its directors against
liabilities (including expenses) to the maximum extent permitted by the
California Corporations Code, and that the Company has the authority to
indemnify each of its agents other than directors against liabilities
(including expenses) to the maximum extent permitted by the California
Corporations Code.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and 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 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,
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 Act and will be governed by the final
adjudication of such issue.
PAGE 27
EXPERTS

The financial statements incorporated herein by reference to our Annual
Report on Form 0-K for the fiscal year ended December 31, 2000 have been so
incorporated in reliance on the report of Haskell & White LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

LEGAL OPINIONS

For the purpose of this offering, Craft Fridkin & Rhyne, L.L.C. is our
counsel in regard to this registration statement.


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 15.  Indemnification of Directors and Officers

The California Corporation Code allows us to indemnify our directors and
officers in terms sufficiently broad to indemnify such persons for liabilities
arising under the Securities Act.  In addition, we have a directors and
officers liability insurance policy that, under certain circumstances, could
indemnify our directors and officers against liabilities under the
Securities Act.

Article IX of the Company's Amended and Restated Articles of Incorporation
authorizes the Company to indemnify its directors and officers to the fullest
extent permissible under California law.  Article VI, Section 4 of the
Company's Bylaws provides that the Company shall indemnify each of its
directors against liabilities (including expenses) to the maximum extent
permitted by the California Corporations Code, and that the Company has
the authority to indemnify each of its agents other than directors against
liabilities (including expenses)to the maximum extent permitted by the
California Corporations Code.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and 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 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, 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 Act and will be governed by the final adjudication of such issue.

Item 16.  Exhibits

The following is a list of exhibits filed as part of this Registration
Statement.

Exhibit        	           Description


1.		   Opinion of Craft Fridkin & Rhyne, L.L.C.

2.             Amended and Restated Articles of Incorporation of the Company
               filed March 23, 1998. (Incorporated by reference to Exhibit 3.1
		   to 2000 Form 10-K)*

3.             Certificate of Amendment of Amended and Restated Articles of
               Incorporation of the Company filed October 15, 1999.

4.             Certificate of Amendment of Amended and Restated Articles of
               Incorporation of the Company filed October 18, 1999.

5.             Amended and Restated Bylaws of the Company. (Incorporated by
               reference to Exhibit 3.3 to 2000 Form 10-K)*

6.             Convertible Promissory Note issued by MeltroniX, Inc. in
               favor of  La Jolla Cove Investors, Inc., dated
               December 29, 2001

7.             Convertible Promissory Note issued by MeltroniX, Inc.
               in favor of The Norman Lizt IRA, dated January 16, 2001

8.             Registration Rights Agreement between the Company, The
               Norman Lizt IRA and La Jolla Cove Investors, Inc.,
               dated April 6, 2001.

9.            Loan Agreement between the Company and La Jolla Cove
               Investors, Inc. dated April 6, 2001.

10.            Secured Promissory Note issued by the Company to La
               Jolla Cove Investors, Inc. dated April 6, 2001.

11.            Common Stock Purchase Agreement between the Company
               and La Jolla Cove Investors, Inc., dated
               September 27, 2001

12.            Convertible Debenture issued by the Company to La
               Jolla Cove Investors, Inc. dated January 3, 2002.

13.            Securities Purchase Agreement between the Company
               and La Jolla Cove Investors, Inc., dated January 3, 2002.

14.            Put and Call Agreement between Robert M. Czajkowski,
               Richard K. Ausbrook, Vincent P. Salva and La Jolla
               Cove Investors dated January 3, 2002.

15.            Side letter agreement between the Company, Robert
               M. Czajkowski, Richard K. Ausbrook, Vincent P. Salva
               and La Jolla Cove Investors  dated January 4, 2002.
PAGE 28
Item 17.  Undertakings

The undersigned registrant hereby undertakes:

1.	To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i)	To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;

(ii)	To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement.

(iii)	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;

2.	That, for the purpose of determining any liability under the Securities
Act of 1933, 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.

3.	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.

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 filing on Form S-2 and has duly caused this registration
statement on Form S-2 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California,
on January 7, 2001.
MELTRONIX, INC.

By: /s/ Robert M. Czajkowski
- ------------------------------------
Robert M. Czajkowski
President and Chief Executive Officer
(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, jointly and severally,
Robert M. Czajkowski as his or her attorney-in-fact, each with full
power of substitution and resubstitution, for him or her in any and
all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done in
connection therewith as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
PAGE 29
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			       Title				Date
- ---------			       ------				-------

By: /s/ Robert M. Czajkowski	President and Chief Executive Officer
- ------------------------------------	and Director
Robert M. Czajkowski		(Principal Executive Officer)

/s/ Andrew K. Wrobel		Chairman of the Board
- -----------------------------------	and Director
Andrew K. Wrobel

/s/ Randal D. Siville		Vice President, Finance
- -----------------------------------	and Chief Financial Officer
Randal D. Siville

/s/ David J. Strobel
- -----------------------------------  	Director
David J. Strobel

/s/ Charles L. Wood
- -----------------------------------  	Director
Charles L. Wood

/s/ Paul H. Neuharth, Jr.
- -----------------------------------  	Director
Paul H. Neuharth, Jr.


/s/ Abigail A. Barrow
- -----------------------------------  	Director
Abigail A. Barrow


EXHIBIT INDEX
- -----------------------------

Exhibit        Description
- -------        -----------

1.		   Opinion of Craft Fridkin & Rhyne, L.L.C.

2.             Amended and Restated Articles of Incorporation of the Company
               filed March 23, 1998. (Incorporated by reference to Exhibit 3.1
		   to 2000 Form 10-K)*

3.             Certificate of Amendment of Amended and Restated Articles of
               Incorporation of the Company filed October 15, 1999.

4.             Certificate of Amendment of Amended and Restated Articles of
               Incorporation of the Company filed October 18, 1999.

5.             Amended and Restated Bylaws of the Company. (Incorporated by
               reference to Exhibit 3.3 to 2000 Form 10-K)*

6.             Convertible Promissory Note issued by MeltroniX, Inc. in
               favor of  La Jolla Cove Investors, Inc., dated
               December 29, 2001

7.             Convertible Promissory Note issued by MeltroniX, Inc.
               in favor of The Norman Lizt IRA, dated January 16, 2001

8.             Registration Rights Agreement between the Company, The
               Norman Lizt IRA and La Jolla Cove Investors, Inc.,
               dated April 6, 2001.

9.            Loan Agreement between the Company and La Jolla Cove
               Investors, Inc. dated April 6, 2001.

10.            Secured Promissory Note issued by the Company to La
               Jolla Cove Investors, Inc. dated April 6, 2001.

11.            Common Stock Purchase Agreement between the Company
               and La Jolla Cove Investors, Inc., dated
               September 27, 2001

12.            Convertible Debenture issued by the Company to La
               Jolla Cove Investors, Inc. dated January 3, 2002.

13.            Securities Purchase Agreement between the Company
               and La Jolla Cove Investors, Inc., dated January 3, 2002.

14.            Put and Call Agreement between Robert M. Czajkowski,
               Richard K. Ausbrook, Vincent P. Salva and La Jolla
               Cove Investors dated January 3, 2002.

15.            Side letter agreement between the Company, Robert
               M. Czajkowski, Richard K. Ausbrook, Vincent P. Salva
               and La Jolla Cove Investors  dated January 4, 2002.
PAGE 30

EX-10

SECURED PROMISSORY NOTE

$200,000.00							Date: April 6, 2001

FOR VALUE RECEIVED, Meltronix, Inc., a California corporation
("Meltronix"), promises to pay to La Jolla Cove Investors, Inc. ("LJCI"),
the principal sum of Two Hundred Thousand Dollars ($200,000.00), with
interest thereon, in accordance with the terms and conditions of this
secured promissory note ("Note").  This Note is entered into in
connection with the Loan Agreement ("Loan Agreement"), the Security
Agreement ("Security Agreement"), and the Registration Rights Agreement
("Registration Rights Agreement"), all entered into between Meltronix
and LJCI (collectively the Transaction Documents") effective as of
April 6, 2001 ("Effective Date").

1.	The unpaid portion of the principal balance of this Note shall
bear simple interest until paid in full, at an annual rate of nine
percent (9%), accrued from the date of April 6, 2001.  Accrued interest
shall be payable from April 6, 2001, monthly in arrears.

2.	The entire outstanding balance of this Note, including all
principal, and any previously unpaid accrued interest that may be
outstanding at that time, shall be due and payable in full in one lump
sum on April 6, 2002.

3.	All payments made pursuant under this Note shall be applied
(i) first, to pay any costs and expenses incurred by LJCI in the
event LJCI is required to enforce this Note against Meltronix; (ii)
second, to pay any accrued interest; and (iii) third, to pay the
principal balance of this Note.

4.	Upon the occurrence of any Event of Default (as that term is
hereafter defined), LJCI may, at any time thereafter, without demand,
presentment, protest, notice of protest, notice of maturity or
non-payment, notice of dishonor, or any other notices or demands
whatsoever in connection with the delivery, acceptance, performance,
default, endorsement, or guaranty of this Note, accelerate the unpaid
balance of all amounts owing under this Note, and declare such unpaid
balance immediately due and payable.  For purposes of this Note, the
occurrence of any one of the following events shall constitute an
"Event of Default":
		(a)	(i) Meltronix shall default in the payment of
principal of or interest on this Note, or on any other obligation of
Meltronix to pay either principal or interest to any third party on
any other promissory note or loan agreement of any kind, as and when
the same shall be due and payable and, in the case of an interest payment
default, such default shall continue for three (3) business days after
the date such interest payment was due; or (ii) Meltronix shall fail to
perform or observe any other covenant, agreement, term, provision,
undertaking or commitment under this Note and/or any of the Transaction
Documents, and such default shall continue for a period of ten (10)
business days after the delivery to Meltronix of written notice that
Meltronix is in default hereunder or thereunder; or (iii) Meltronix shall
fail to perform or observe any material covenant, agreement, term,
provision, undertaking or commitment under any other loan document
relating to any other loan that may have been made by LJCI or the
Normal A. Lizt IRA to Meltronix, and such default shall continue for a
period of ten (10) business days after the delivery to Meltronix of
written notice that Meltronix is in default thereunder; or (iv)
Meltronix shall fail to perform or observe any material covenant,
agreement, term, provision, undertaking or commitment under any other
loan document relating to any other loan that may have been made by any
third party to Meltronix, and such default shall continue for a period
of ten (10) business days after the delivery to Meltronix of written
notice that Meltronix is in default thereunder;

		(b)	Any of the representations or warranties made by
Meltronix herein or in any of the Transaction Documents shall be false
or misleading in any material respect as of the Effective Date;

		(c)	Under the laws of any jurisdiction not otherwise
covered by clauses (d) and (e) below, Meltronix (i) makes a general
assignment for the benefit of creditors; or (ii) institutes or has
instituted against it any proceeding seeking (x) to adjudicate it a
bankrupt or insolvent, (y) liquidation, winding-up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its
debts under any law relating to bankruptcy, insolvency, reorganization
or relief of debtors including any plan of compromise or arrangement or
other corporate proceeding involving or affecting its creditors, or (z)
the entry of an order for relief or the appointment of a receiver,
trustee or other similar or it or for any substantial part of its
properties and assets, and in the case of any such official proceeding
instituted against it (but not instituted by it), either the proceeding
remains undismissed or unstayed for a period of sixty (60) calendar days,
or any of the actions sought in such proceeding (including the entry of
an order for relief against it or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part
of its properties and assets) occurs.

		(d)	The entry of a decree or order by a court having
jurisdiction in the premises adjudging Meltronix a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of Meltronix under
the Bankruptcy Code (as hereafter defined) or any other applicable
federal or state law, or appointing a receiver, liquidator, assignee,
trustee or sequestrator (or other similar official) of Meltronix or of
any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and any such decree or order continues and is
unstayed and in effect for a period of sixty (60) calendar days;

		(e)	The institution by Meltronix of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to the
institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization
or relief under the Bankruptcy Code (as hereafter defined) or any other
applicable federal or state law, or the consent by it to the filing of any
such petition or to the appointment of a receiver, liquidator, assignee,
trustee or sequestrator (or other similar official) of Meltronix or of any
substantial part of its property, or the making by it of an assignment for
the benefit of creditors;

		(f)	It becomes unlawful for Meltronix to perform or comply
with its obligations under this Note in any respect, or any of the
Transaction Documents in any material respect;

	5.	Meltronix agrees and promises to pay all of LJCI's
reasonable attorneys' fees and other costs and expenses incurred by
LJCI with respect to collection, suit, or other proceedings to enforce
this Note.

	6.	No delay or omission on LJCI's part in exercising any
rights under, or failure to insist upon prompt compliance with the
terms of this Note shall operate as a waiver of any of LJCI's rights
hereunder.

	7.	All of the covenants, stipulations, promises and
agreements by or on behalf of Meltronix relating to this Note shall
be deemed material and shall bind its successors and assigns, whether
so expressed or not.

	8.	Time is of the essence of each obligation of Meltronix
under this Note.

	9.	To the greatest extent permitted under applicable law,
Meltronix hereby waives and agrees not to allege or claim that any
provisions of this Note could give rise to or result in any actual or
potential violations of any applicable usury laws.  All agreements
between LJCI and Meltronix are expressly limited so that in no
contingency or event whatsoever (whether by reason of the advancement
of any proceeds under this Note, demand for payment, acceleration of
maturity of any unpaid balance or otherwise) shall the amount paid or
agreed to be paid to Meltronix for the use, forbearance, or detention
of any proceeds advanced or to be advanced hereunder exceed the highest
rate permissible under applicable law.  If any payments in the nature
of interest, additional interest, and other charges made hereunder are
held to be in excess of the applicable limits imposed by the usury laws
of the State of California, it is agreed that any such amount held to
be in excess shall be considered payment of principal hereunder, and
the principal amount any indebtedness evidenced hereby shall be reduced
by such amount so that the total liability for payments in the nature
of interest, additional interest and other charges shall not exceed the
applicable limits imposed by the usury laws of the State of California.

10.	Miscellaneous Provisions.

		10.1	Governing Law.  This Note shall in all respects be
construed, interpreted and enforced in accordance with and governed by
the laws of the State of California, United States of America.

		10.2	Attorneys' Fees.  Subject to the provisions of

Section 5 hereof, in the event of any legal action between the parties
with respect to this Note or the subject matter hereof, the prevailing
party shall be entitled to recover reasonable attorneys' fees in
addition to court costs and litigation expenses incurred in said legal
action, regardless of whether such legal action is prosecuted to
judgment.

		10.3	Notices.  Any notice, demand or other communication
required or permitted under this Note shall be deemed given and
delivered when in writing and (a) personally served upon the receiving
party, or (b) upon the third (3rd) calendar day after mailing to the
receiving party by either (i) United States registered or certified
mail, postage prepaid, or (ii) FedEx or other comparable overnight
delivery service, delivery charges prepaid, and addressed as follows:

			To Meltronix:	Meltronix, Inc.
						9577 Chesapeake Drive
						San Diego, CA 92123
						Attn: Chief Executive Officer

			To LJCI:		c/o Travis Huff
						La Jolla Cove Investors, Inc.
						7817 Herschel Avenue, Suite 200
						La Jolla, California  92037

Any party may change the address specified in this section by giving
the other party notice of such new address in the manner set forth
herein.

		10.4	Severability.  In the event that any provision of
this Note becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or invalid, then this Note shall continue
in full force and effect without said provision.  If this Note continues
in full force and effect as provided above, the parties shall replace the
invalid provision with a valid provision which corresponds as far as
possible to the spirit and purpose of the invalid provision.

		10.5	Counterparts.  This Note may be executed in any number
of counterparts, each of which may be executed by less than all of the
parties hereto, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one document.

		10.6	Entire Agreement.  This Note, the Loan Agreement, and
the documents and agreements contemplated herein and therein, constitute
the entire agreement between the parties with respect to the subject
matter hereof, and supersede all prior oral or written agreements,
representations or warranties between the parties other than those set
forth herein or herein provided for.

		10.7	Successors and Assigns.  The provisions hereof shall
inure to the benefit of, and be binding upon, the permitted successors
and assigns, heirs, executors, and administrators of the parties hereto.

		10.8	Amendment and Waiver.  No modification or waiver of
any provision of this Note shall be binding upon the party against whom
it is sought to be enforced, unless specifically set forth in writing
signed by an authorized representative of that party.  A waiver by any
party of any of the terms or conditions of this Note in any one instance
shall not be deemed or construed to be a waiver of such terms or
conditions for the future, or of any subsequent breach thereof.  The
failure by any party hereto at any time to enforce any of the provisions
of this Note, or to require at any time performance of any of the
provisions hereof, shall in no way to be construed to be a waiver of such
provisions or to affect either the validity of this Note or the right of
any party to thereafter enforce each and every provision of this Note.

		10.9	Survivability.  All of the representations, warranties,
agreements and obligations of the parties pursuant to this Note shall
survive the closing of any of the transactions contemplated hereby.

		10.10	Security.	This Note shall be secured pursuant to
the terms and conditions of the Security Agreement and related UCC-1
Financing Statement, pursuant to which Meltronix has pledged the
collateral described therein as security for the repayment of this
Note.

		10.11	Diligence and Good Faith.  LJCI and Meltronix
specifically agree to act diligently, in the utmost good faith and in a
timely manner to perform their respective obligations pursuant hereto,
and to carry out the reasonable intent of the provisions of this Note.
Each party hereto shall execute such other and further agreements,
ocuments and things as reasonable requested by the other parties hereto
to effect the transactions contemplated by this Note.

	IN WITNESS WHEREOF, LJCI and Meltronix have duly executed this
Note as of the date first above written.

MELTRONIX, INC.				LA JOLLA COVE INVESTORS INC.
a California corporation



By:_______________________________	By:________________________________

EX-11

COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of
September ___, 2001, by and among Meltronix, Inc., a corporation
organized under the laws of the State of California (the "Company")
(OTCBB: "MTNX") and La Jolla Cove Investors, Inc. (the "Purchaser").

WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the
Purchaser and the Purchaser shall purchase 1,000,000 shares Company's
common stock, $___ par value per share (the "Common Stock"); and

WHEREAS, such purchase and sale will be made in reliance upon the
provisions of Section 4(2) and Rule 506 of Regulation D
("Regulation D") of the United States Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder (the
"Securities Act"), or upon such other exemption from the registration
requirements of the Securities Act as may be available with respect to
any or all of the purchases of Common Stock to be made hereunder.

The parties hereto agree as follows:

ARTICLE I

Purchase and Sale of Stock

Section 1.1	Purchase and Sale of Common Shares.  Upon the following
terms and subject to the conditions contained herein, the Company
shall, on the date hereof, issue and sell to the Purchaser, and the
Purchaser shall purchase form the Company, an aggregate of 1,000,000
shares of Common Stock (the "Common Shares"), for a total consideration
of $100,000.

Section 1.2	Closing.  The closing of the purchase and sale of the
Common Shares (the "Closing") to be acquired by the Purchase from the
Company shall take place at the offices of the Purchaser on the date
hereof (the "Closing Date").

ARTICLE II

Representations and Warranties

Section 2.1	Representations and Warranties of the Company.  In order
to induce the Purchaser to enter into this Agreement and to purchase
the Common Shares, the Company hereby makes the following
representations and warranties to the Purchaser:

(a)	Organization, Good Standing and Power.  The Company is a
corporation duly incorporated, validly existing and in good standing
under the laws of the State of California and has the requisite
corporate power to own, lease and operate its properties and assets and
to conduct its business as it is now being conducted and to enter into
this Agreement and to perform its obligations hereunder.

(b)	Authorization; Enforcement.  The Company has the requisite
corporate power and authority to enter into and perform this Agreement
and to issue and sell the Common Shares in accordance with the terms
hereof.  The execution, delivery and performance of this Agreement by
the Company and the consummation by it of the transactions contemplated
hereby have been duly and validly authorized by all necessary corporate
action, and no further consent or authorization of the Company or its
Board of Directors or stockholders is required.  This Agreement has been
duly executed and delivered by the Company.  This Agreement constitutes a
valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws
relating to, or affecting generally the enforcement of, creditor's rights
and remedies or by other equitable principles of general application.

(c)	Issuance of Shares.  The Common Shares to be issued at the
Closing have been duly authorized by all necessary corporate action
and, when paid for or issued in accordance with the terms hereof, the
Common Shares shall be validly issued and outstanding, fully paid
and nonassessable.

(d)	No Conflicts.  The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the
transactions contemplated herein and therein do not and will not (i)
violate any provision of the Company's Certificate of Incorporation
("Articles") or Bylaws, (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become
a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, mortgage,
deed of trust, indenture, note, bond, license, lease agreement,
instrument or obligation to which the Company is a party or by which
any of its properties or assets are bound, (iii) create or impose a
lien, mortgage, security interest, charge or encumbrance of any nature
whatsoever on any property of the Company under any agreement or any
commitment to which the Company is a party or by which the Company is
bound or by which any of its properties or assets are bound, or (iv)
result in a violation of any rule, regulation, order, judgment or
decree applicable to the Company or by which any property or asset of
the Company is bound or affected, except, in all cases other than
violations pursuant to clause (i) above, for such conflicts, defaults,
terminations, amendments, acceleration, cancellations and violations
as would not, individually or in the aggregate, have a Material
Adverse Effect.  "Material Adverse Effect" shall mean any effect on
the business, operations, properties, prospects, or financial
condition of the Company that is material and adverse to the Company
and its subsidiaries and affiliates, taken as a whole.

(f)	Certain Fees.  The Company has not employed any broker or
finder or incurred any liability for any brokerage or investment
banking fees, commissions, finders' or structuring fees, financial
advisory fees or other similar fees in connection with this Agreement.

Section 2.2	Representations and Warranties of the Purchaser.  The
Purchaser hereby makes the following representations and warranties
to the Company:

(a)	Organization and Standing of the Purchaser.  The Purchaser is
a corporation duly incorporated or organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation
or organization, and the Purchaser was not formed for the specific
purpose of acquiring the Common Shares.

(b)	Authorization and Power.  The Purchaser has the requisite power
and authority to enter into and perform this Agreement and to purchase
the Common Shares being sold to it hereunder.  The execution, delivery
and performance of this Agreement by the Purchaser and the consummation
by it of the transactions contemplated hereby have been duly authorized
by all necessary corporate action and no further consent or
authorization of the Purchase or its Board of Directors, stockholders,
members managers or partners, as the case may be, is required.  This
Agreement has been duly executed and delivered by the Purchase on the
Closing Date.  This Agreement constitutes a valid and binding
obligation of the Purchase enforceable against the Purchase in
accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, conservatorship, or similar laws relating to, or affecting
generally the enforcement of, creditors' rights or remedies or by other
equitable principles of general application.

(c)	No Conflicts.  The execution, delivery and performance of this
Agreement and the consummation by the Purchaser of the transactions
contemplated herein do not and will not (i) result in a violation of
the Purchaser's charter documents, bylaws, partnership agreement,
operating agreement or other organizational documents, or (ii) conflict
with, constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give to others any rights
or termination, amendment, acceleration or cancellation of any agreement,
indenture or instrument to which the Purchaser is a party or by which
the Purchaser is bound, or result in a violation of any law, rule, or
regulation, or any order, judgment or decree of any court or
governmental agency applicable to the Purchaser or its properties
(except for such conflicts, defaults and violations as would not,
individually or in the aggregate, have a material adverse effect on
the Purchaser).

(d)	Acquisition for Investment.  The Purchaser is purchasing the
Common Shares solely for its own account for the purpose of investment
and not with a view to or for sale in connection with the distribution.
The Purchase does not have a present intention to sell the Common
Shares, nor a present arrangement (whether or not legally binding) or
intention to effect any distribution of the Common Shares to or through
any person or entity; provided, however, that (a) by making the
representations herein and subject to Section 2.2(f) below, the
Purchaser does not agree to hold the Common Shares for any minimum or
other specific term and reserves the right to dispose of the Common
Shares at any time in accordance with federal securities laws applicable
to such disposition, and (b) the Company acknowledges that the Purchaser
has entered into that certain Put and Call Agreement dated as of the date
hereof with respect to the Common Shares.  The Purchaser acknowledges
that it is able to bear the financial risks associated with an
investment in the Common Shares and that it has been given full access
to such records of the Company and to the officers of the Company as
it has deemed necessary or appropriate to conduct its due diligence
investigation.

(e)	Accredited Purchasers.  The Purchaser is an "accredited investor"
as defined in Regulation D promulgated under the Securities Act and is
a resident of California.  The Purchaser has such knowledge and
experience in financial and business matters that the Purchaser is
capable of evaluating the merits and risks of the Purchaser's
investment in the Company.

(f)	Rule 144.  the Purchaser understands that the Common Shares must
be held indefinitely unless such Shares are registered under the
Securities Act or an exemption from registration is available.  The
Purchaser acknowledges that the Purchaser is familiar with Rule 144 of
the rules and regulations of the Securities and Exchange Commission
("SEC"), as amended, promulgated pursuant to the Securities Act
("Rule 144"), and that the purchaser has been advised that Rule 144
permits resales only under certain circumstances.  The Purchaser
understands that to the extent that Rule 144 is not available, the
Purchaser will be unable to sell any Shares without either registration
under the Securities Act or the existence of another exemption from
such registration requirements.

(g)	No Broker-Dealer Affiliation.  The Purchaser is not a
broker-dealer registered with the Commission or an affiliate (as such
term is defined in Rule 144(a) promulgated under the Securities Act)
of a broker-dealer registered with the Commission.

(h)	General.  The Purchaser understands that the Common Shares are
being offered and sold in reliance on a transactional exemption from
the registration requirement of federal and state securities laws and
the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of the Purchaser set forth herein in order to
determine the applicability of such exemptions and the suitability
of such Purchaser to acquire the Common Shares.  The Purchaser
understands that no United States federal or state agency or any
government or governmental agency has passed upon or made any
recommendation or endorsement of the Common Shares.

(i)	No General Solicitation.  The Purchaser acknowledges that the
Common Shares were not offered to the Purchaser by means of any form
of general or public solicitation or general advertising, or publicly
disseminated advertisements or sales literature, including (i) any
advertisement, article, notice or other communication published in
any newspaper, magazine, or similar media, or broadcast over
television or radio, or (ii) any seminar or meeting to which the
Purchaser was invited by any of the foregoing means of communication.

(j)	No Commissions or Similar Fees.  In connection with the purchase
of the Common Shares by the Purchaser, the Purchaser has not and will
not pay, and has no knowledge of the payment of, any commission or
other direct or indirect remuneration to any person or entity for
soliciting or otherwise coordinating the purchase of such securities,
except to such persons or entities as are duly licensed and/or
registered to engage in securities offering and selling activities
(or are exempt from such licensing and/or registration requirements)
under applicable federal laws and the laws of the state(s) in which
such activities have taken place in connection with the transaction
contemplated by this Agreement.

ARTICLE III

Registration Rights

Section 3.1.	Registration Rights.  If, at any time while the
Purchase owns the Common Stock, the Seller shall prepare and file
with the SEC a registration statement relating to the offer and sale
of any of the common stock of the Company, the Company shall, at its
own cost and expense, include the Common Stock in such registration
statement.  The Company shall promptly (and, in any event, no more
than 24 hours after it receives comments from the SEC), notify the
Purchaser when and if it receives any comments from the SEC on such
registration statement and promptly forward a copy of such comments,
if they are in writing, to the Purchaser.  The Seller shall notify
Purchaser by written notice that such registration statement has been
declared effective by the SEC within 24 hours of such declaration by
the SEC.

ARTICLE IV

Stock Certificate Legend

Section 4.1	Legend.  Each certificate representing the Common Shares,
as applicable and appropriate, shall be stamped or otherwise imprinted
with a legend in substantially the following form (in addition to any
legend required by applicable federal, provincial or state securities
or "blue sky" laws):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES")
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED
OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR MELTRONIX CORPORATION (THE "COMPANY") SHALL
HAVE RECEIVED AN OPINION IN FORM, SCOPE AND SUBSTANCE REASONABLY
ACCEPTABLE TO THE COMPANY, OF COUNSEL, WHO IS REASONABLY ACCEPTABLE
TO THE COMPANY, THAT REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND
STATE SECURITIES LAWS IS NOT REQUIRED.

ARTICLE V

Termination

This Agreement may be terminated at any time prior to the Closing by
the mutual written consent of the Company and the Purchaser.

ARTICLE VI

Miscellaneous

Section 6.1	Fees and Expenses.  The Company shall pay the fees and
expenses of Purchaser for its advisors, counsel, accountants and
other experts, if any, and all other expenses, incurred by such party
incident to the negotiation, preparation, execution, delivery and
performance of this Agreement such amount not to exceed $2,500.

Section 6.2	Consent to Jurisdiction.  Each of the Company and the
Purchaser (i) hereby irrevocably submits to the jurisdiction of the
united States District Court sitting in the District of San Diego and
the courts of the State of California located in San Diego county for
the purposes of any suit, action or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereunder
or thereunder and (ii) hereby waives, and agrees not to assert in any
such suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such court, that the suit, action or
proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper.  Each of the Company and
the Purchaser consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the
address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of
process and notice thereof.  Nothing in this Section 6.2 shall affect
or limit any right to serve process in any other manner permitted by
law.

Section 6.3.	Entire Agreement; Amendment.  This Agreement
contains the entire understanding and agreement of the parties with
respect to the matters covered hereby and, except as specifically set
forth herein, neither the Company nor the Purchaser makes any
representation, warranty, covenant or undertaking with respect to
such matters, and they supersede all prior understandings and
agreements with respect to said subject matter, all of which are
merged herein.  No provision of this Agreement may be waived or
amended, except by a written instrument signed by the Company and the
Purchaser.

Section 6.4	Notices.  Any notice, demand, request, waiver or other
communication required or permitted to be given hereunder shall be in
writing and shall be effective (a) upon hand delivery by telex (with
correct answer back received), telecopy or facsimile at the address or
number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first
business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be
received) or (b) on the second business day following the date of
mailing by express courier service, fully prepaid, addressed to such
address, or upon actual receipt of such mailing, whichever shall first
occur.  The address for such communications shall be:

If to the Company:

Meltronix, Inc.
9577 Chesapeake Drive
San Diego, CA 92123
Attn:
Tel.:
Fax:

If to the Purchaser:

La Jolla Cove Investors, Inc.
7817 Herschel Ave., Suite 200
La Jolla, CA 92037
Attn:  Travis Huff
Tel.: 858-551-8703
Fax: 858-551-0987

Any party hereto may from time to time change its address for notices
by giving at least ten (10) days written notice of such changed address
to the other party hereto.

Section 6.5	Waivers.  No waiver by either party of any default with
respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of
any other provisions, condition or requirement hereof, nor shall any
delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right accruing to it thereunder.

Section 6.6	Headings.  The article, section and subsection headings in
this Agreement are for convenience only and shall not constitute a part
of this Agreement for any other purpose and shall not be deemed to limit
or affect any of the provisions hereof.

Section 6.7	Successors and Assigns.  This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and
assigns.  No rights or obligations hereunder may be assigned by either
party hereto, except that the rights and obligations of the Company may
be assigned.

Section 6.8	No Third Party Beneficiaries.  This Agreement is intended
for the benefit of the parties hereto and their respective permitted
successors and assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.

Section 6.9	Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
California, without giving effect to the choice of law provisions.
This Agreement shall not be interpreted or construed with any
presumption against the party causing this Agreement to be drafted.

Section 6.10	Survival.  The representations, warranties,
agreements and covenants set forth in this Agreement shall survive
the execution and delivery hereof and the Closing hereunder
indefinitely.

Section 6.11	Counterparts.  This Agreement may be executed in
any number of counterparts, all of which taken together shall
constitute one and the same instrument and shall become effective
when counterparts have been signed by each party and delivered to
the other parties hereto, it being understood that all parties need
not sign the same counterpart.  Facsimile execution shall be deemed
originals.

Section 6.12	Severability.  The provisions of this Agreement
are severable and, in the event that any court of competent
jurisdiction shall determine that any one or more of the provisions
or part of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not
affect any other provision or part of a provision of this Agreement,
and this Agreement shall be reformed and construed as if such invalid
or illegal or unenforceable provision, or part of such provision, had
never been contained herein, so that such provisions would be valid,
legal and enforceable to the maximum extent possible.

Section 6.13	Further Assurances.  From and after the date of this
Agreement, upon the request of the Purchaser or the Company, each of
the Company and the Purchaser shall execute and deliver such
instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.

Section 6.14	Rule 144.  So long as the Purchaser owns any of the
Common Stock, the Company shall file all reports required to be filed
by it with the SEC pursuant to the Securities Exchange Act of 1934.

Section 6.15.	Listings.  The Company shall use its best efforts to
maintain its listing on the OTC Bulletin Board.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective authorized officer as of the date first
above written.

MELTRONIX, INC.

By:_____________________________
Name:
Title:


LA JOLLA COVE INVESTORS, INC.

By:_____________________________
Name:
Title:

EX-12

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE,
AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THIS
SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OR SUCH OTHER LAWS.

9 3/4 % CONVERTIBLE DEBENTURE

Due January 2, 2004                                           $200,000

Meltronix, Inc., a California corporation, with principal executive
offices located at 9577 Chesapeake Drive, San Diego, CA 92123
(the "Company"), for value received, hereby promises to pay to the
Holder (as such term is hereinafter defined), or such other Person
(as such term is hereinafter defined) upon order of the Holder, on
January 2, 2004 (the "Maturity Date"), the principal sum of Two Hundred
Thousand Dollars ($200,000), as such sum may be adjusted pursuant to
Article 3, and to pay interest thereon from the date hereof, monthly in
arrears, on the last day of each month (each an "Interest Payment Due
Date" and collectively, the "Interest Payment Due Dates"), commencing on
January 31, 2002, at the rate of nine and three-quarters percent
(9 3/4 %) per annum (the "Debenture Interest Rate"), until the Principal
Amount (as such term is hereinafter defined) of this Debenture has been
paid in full.  The interest payable on any Interest Payment Due Date
shall be paid to the Person in whose name this Debenture is registered
at the close of business on the fifteenth (15th) day next preceding the
applicable Interest Payment Due Date and all interest payable on the
Principal Amount of this Debenture shall be calculated on the basis of
a 360-day year for the actual number of days elapsed.  Payment of
interest on this Debenture shall be in cash.

ARTICLE 1
DEFINITIONS
SECTION 1.1 Definitions.  The terms defined in this Article whenever
used in this Debenture have the following respective meanings:
(i) "Affiliate" has the meaning ascribed to such term in Rule 12b-2
under the Securities Exchange Act of 1934, as amended.
(ii) "Bankruptcy Code" means the United States Bankruptcy Code of
1986, as amended (11 U.S.C. 101 et. seq.).
(iii) "Business Day" means a day other than Saturday, Sunday or any
day on which banks located in the State of California are authorized
or obligated to close.
(iv) "Capital Shares" means the Common Stock and any other shares of
any other class or series of capital stock, whether now or hereafter
authorized and however designated, which have the right to participate
in the distribution of earnings and assets (upon dissolution,
liquidation or winding-up) of the Company.
(v) "Closing Date" means January 2, 2002.
(vi) "Common Shares" or "Common Stock" means shares of the Company's
Common Stock.
(vii) "Common Stock Issued at Conversion", when used with reference
to the securities deliverable upon conversion of this Debenture, means
all Common Shares now or hereafter Outstanding and securities of any
other class or series into which this Debenture hereafter shall have
been changed or substituted, whether now or hereafter created and
however designated.
(viii) "Company" means Meltronix, Inc., a California corporation, and
any successor or resulting corporation by way of merger, consolidation,
sale or exchange of all or substantially all of the Company's assets or
otherwise.
(ix) "Conversion" or "conversion" means the repayment by the Company of
the Principal Amount of this Debenture (and, to the extent the Holder
elects as permitted by Section 3.1, accrued and unpaid interest thereon)
by the delivery of Common Stock on the terms provided in Section 3.2,
and "convert," "converted," "convertible" and like words shall have a
corresponding meaning.
(x) "Conversion Date" means any day on which all or any portion of the
Principal Amount of this Debenture is converted in accordance with the
provisions hereof.
(xi) "Conversion Notice" means a written notice of conversion
substantially in the form annexed hereto as Exhibit A.
(xii) "Conversion Price" on any date of determination means the
applicable price for the conversion of this Debenture into Common
Shares on such day as set forth in Section 3.1(a).
(xiii) "Deadline" means the date which is the 90th day from the
Closing Date.
(xiv) "Debenture" or "Debentures" means this 93/4% Convertible
Debenture due January 2, 2004 of the Company or such other convertible
debenture(s) exchanged therefor as provided in Section 2.1.
(xv) "Default Interest Rate" shall be equal to the Debenture Interest
Rate plus an additional four percent (4%) per annum calculated on the
basis of a 360-day year.
(xvi) "Event of Default" has the meaning set forth in Section 6.1.
(xvii) "Holder" means La Jolla Cove Investors, Inc. and any successor
thereto, including without limitation any transferee under that certain
Put and Call Agreement of even date herewith between La Jolla Cove
Investors, Inc., Robert M. Czajkowski, Vincent P. Salva and Richard K.
Ausbrook.
(xviii) "Interest Payment Due Date" has the meaning set forth in the
opening paragraph of this Debenture.
(xix) "Market Disruption Event" means any event that results in a
material suspension or limitation of trading of the Common Shares.
(xx) "Maximum Rate" has the meaning set forth in Section 6.3.
(xxi)  "Outstanding" when used with reference to Common Shares or
Capital Shares (collectively, "Shares") means, on any date of
determination, all issued and outstanding Shares, and includes all such
Shares issuable in respect of outstanding scrip or any certificates
representing fractional interests in such Shares; provided, however,
that any such Shares directly or indirectly owned or held by or for the
account of the Company or any Subsidiary of the Company shall not be
deemed "Outstanding" for purposes hereof.
(xxii) "Person" means an individual, a corporation, a partnership, an
association, a limited liability company, an unincorporated business
organization, a trust or other entity or organization, and any
government or political subdivision or any agency or instrumentality
thereof.
(xxiii) "Principal Amount" means, for any date of calculation, the
principal sum set forth in the first paragraph of this Debenture (but
only such principal amount as to which the Holder has (a) actually
advanced pursuant to the Securities Purchase Agreement (b) not
theretofore furnished a Conversion Notice in compliance with
Section 3.2).
(xxiv) "Registration Rights Agreement" means that certain Registration
Rights Agreement dated as of January 2, 2002 by and between the
Company and Holder, as the same may be amended from time to time.
(xxv) "SEC" means the United States Securities and Exchange Commission.
(xxvi) "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the SEC thereunder, all as in effect
at the time.
(xxvii) "Securities Purchase Agreement" means that certain Securities
Purchase Agreement dated as of January 2, 2002 by and among the Company
and Holder, as the same may be amended from time to time.
(xxviii) "Subsidiary" means any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are
owned directly or indirectly by the Company.
All references to "cash" or "$" herein means currency of the United
States of America.
ARTICLE 2
EXCHANGES, TRANSFER AND OPTIONAL REDEMPTION
SECTION 2.1 Exchange and Registration of Transfer of Debentures.  The
Holder may, at its option, surrender this Debenture at the principal
executive offices of the Company and receive in exchange therefor a
Debenture or Debentures, each in the denomination of $1,000 or an
integral multiple of $1,000 in excess thereof, dated as of the date of
this Debenture (which shall accrue interest from the most recent
Interest Payment Due Date on which an interest payment was made in
full), and payable to the Holder.  The aggregate Principal Amount of the
Debenture or Debentures exchanged in accordance with this Section 2.1
shall equal the aggregate unpaid Principal Amount of this Debenture as
of the date of such surrender; provided, however, that upon any
exchange pursuant to this Section 2.1 there shall be filed with the
Company the name and address for all purposes hereof of the Holder or
Holders of the Debenture or Debentures delivered in such exchange.
This Debenture, when presented for registration of transfer or for
exchange or conversion, shall (if so required by the Company) be duly
endorsed, or be accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company duly executed, by the
Holder duly authorized in writing.
SECTION 2.2 Loss, Theft, Destruction of Debenture.  Upon receipt of
evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of this Debenture and, in the case of any such loss,
theft or destruction, upon receipt of indemnity or security reasonably
satisfactory to the Company, or, in the case of any such mutilation,
upon surrender and cancellation of this Debenture, the Company shall
make, issue and deliver, in lieu of such lost, stolen, destroyed or
mutilated Debenture, a new Debenture of like tenor and unpaid Principal
Amount dated as of the date hereof (which shall accrue interest from
the most recent Interest Payment Due Date on which an interest payment
was made in full).  This Debenture shall be held and owned upon the
express condition that the provisions of this Section 2.2 are exclusive
with respect to the replacement of a mutilated, destroyed, lost or
stolen Debenture and shall preclude any and all other rights and
remedies notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement of negotiable
instruments or other securities without the surrender thereof.
SECTION 2.3 Who Deemed Absolute Owner.  The Company may deem the Person
in whose name this Debenture shall be registered upon the registry
books of the Company to be, and may treat it as, the absolute owner of
this Debenture (whether or not this Debenture shall be overdue) for the
purpose of receiving payment of or on account of the Principal Amount
of this Debenture, for the conversion of this Debenture and for all
other purposes, and the Company shall not be affected by any notice to
the contrary.  All such payments and such conversions shall be valid
and effectual to satisfy and discharge the liability upon this Debenture
to the extent of the sum or sums so paid or the conversion or conversions
so made.
SECTION 2.4 Repayment at Maturity.  At the Maturity Date, the Company
shall repay the outstanding Principal Amount of this Debenture in whole
in cash, together with all accrued and unpaid interest thereon, in cash,
to the Maturity Date.

ARTICLE 3

CONVERSION OF DEBENTURE

SECTION 3.1 Conversion; Conversion Price.   At the option of the Holder,
this Debenture may be converted, either in whole or in part, up to the
full Principal Amount hereof (in increments of $1,000 in Principal
Amount) into Common Shares (calculated as to each such conversion to
the nearest 1/100th of a share), at any time and from time to time on
any Business Day, subject to compliance with Section 3.2.  The number
of Common Shares into which this Debenture may be converted is three
million five hundred eight thousand seven hundred and seventy-two
(3,508,772). The "Conversion Price" shall be $0.057. In addition, the
Company shall pay to the Holder on the Conversion Date, in cash, any
accrued and unpaid interest on the portion of the Debenture being
converted.

SECTION 3.2 Exercise of Conversion Privilege.  (a) Conversion of this
Debenture may be exercised on any Business Day by the Holder by
telecopying an executed and completed Conversion Notice to the Company.
Each date on which a Conversion Notice is telecopied to the Company in
accordance with the provisions of this Section 3.2 shall constitute a
Conversion Date.  The Company shall convert this Debenture and issue the
Common Stock Issued at Conversion in the manner provided below in this
Section 3.2, and all voting and other rights associated with the
beneficial ownership of the Common Stock Issued at Conversion shall vest
with the Holder, effective as of the Conversion Date at the time
specified in the Conversion Notice.  The Conversion Notice also shall
state the name (with address) of the Holder.  The Holder shall deliver
this Debenture by express courier within thirty (30) days following the
date on which the telecopied Conversion Notice has been transmitted to
the Company.  Upon surrender for conversion, this Debenture shall be
accompanied by a proper assignment hereof to the Company or be endorsed
in blank.  As promptly as practicable after the receipt of the Conversion
Notice as aforesaid, but in any event not more than five (5) Business
Days after the Company's receipt of such Conversion Notice, the Company
shall (i) issue the Common Stock Issued at Conversion in accordance with
the provisions of this Article 3 and (ii) cause to be mailed for delivery
by overnight courier to the Holder (x) a certificate or certificate(s)
representing the number of Common Shares to which the Holder is entitled
by virtue of such conversion, (y) cash, as provided in Section 3.3, in
respect of any fraction of a Common Share deliverable upon such
conversion and (z) cash representing the amount of accrued and unpaid
interest on this Debenture as of the Conversion Date.  Such conversion
shall be deemed to have been effected at the time at which the Conversion
Notice indicates, and at such time the rights of the Holder of this
Debenture, as such (except if and to the extent that any Principal
Amount thereof remains unconverted), shall cease and the Holder
in whose name or names the Common Stock Issued at Conversion
shall be issuable shall be deemed to have become the holder or
holders of record of the Common Shares represented thereby,
and all voting and other rights associated with the beneficial
ownership of such Common Shares shall at such time vest with
such Person or Persons.  The Conversion Notice shall constitute
a contract between the Holder and the Company, whereby the
Holder shall be deemed to subscribe for the number of Common
Shares which it will be entitled to receive upon such conversion
and, in payment and satisfaction of such subscription (and for
any cash adjustment to which it is entitled pursuant to
Section 3.4), to surrender this Debenture and to release the
Company from all liability thereon (except if and to the
extent that any Principal Amount thereof remains unconverted).
No cash payment aggregating less than $1.00 shall be required
to be given unless specifically requested by the Holder.

(b) If, at any time after the date of this Debenture, (i) the
Company challenges, disputes or denies the right of the Holder
hereof to effect the conversion of this Debenture into Common
Shares or otherwise dishonors or rejects any Conversion Notice
delivered in accordance with this Section 3.2 or (ii) any third
party who is not and has never been an Affiliate of the Holder
commences any lawsuit or legal proceeding or otherwise asserts
any claim before any court or public or governmental authority
which seeks to challenge, deny, enjoin, limit, modify, delay or
dispute the right of the Holder hereof to effect the conversion
of this Debenture into Common Shares, which lawsuit, proceeding
or assertion shall not have been dismissed or waived within
ninety (90) days, then the Holder shall have the right, by
written notice to the Company, to require the Company to promptly
redeem this Debenture for cash at the Principal Amount thereof,
together with all accrued and unpaid interest thereon to the date
of redemption.  Under any of the circumstances set forth above,
the Company shall be responsible for the payment of all costs and
expenses of the Holder, including reasonable legal fees and
expenses, as and when incurred in defending itself in any such
action or pursuing its rights hereunder (in addition to any other
rights of the Holder).

(c) The Holder shall be entitled to exercise its conversion
privilege notwithstanding the commencement of any case under the
Bankruptcy Code.  In the event the Company is a debtor under the
Bankruptcy Code, the Company hereby waives to the fullest extent
permitted any rights to relief it may have under 11 U.S.C.  362
in respect of the Holder's conversion privilege.  The Company
hereby waives to the fullest extent permitted any rights to relief
it may have under 11 U.S.C.  362 in respect of the conversion of
this Debenture.  The Company agrees, without cost or expense to the
Holder, to take or consent to any and all action necessary to
effectuate relief under 11 U.S.C. 362.

SECTION 3.3 Fractional Shares.  No fractional Common Shares or
scrip representing fractional Common Shares shall be delivered
upon conversion of this Debenture.  Instead of any fractional
Common Shares which otherwise would be delivered upon conversion
of this Debenture, the Company shall pay a cash adjustment in
respect of such fraction in an amount equal to the same fraction
multiplied by the Current Market Price on the Conversion Date.
No cash payment of less than $1.00 shall be required to be given
unless specifically requested by the Holder.
SECTION 3.4 Adjustments.  The Conversion Price and the number of
shares deliverable upon conversion of this Debenture are subject
to adjustment from time to time as follows:

(i) Reclassification, Etc.  In case the Company shall reorganize
its capital, reclassify its capital stock, consolidate or merge
with or into another Person (where the Company is not the survivor
or where there is a change in or distribution with respect to the
Common Stock of the Company), sell, convey, transfer or otherwise
dispose of all or substantially all its property, assets or business
to another Person, or effectuate a transaction or series of related
transactions in which more than fifty percent (50%) of the voting
power of the Company is disposed of (each, a "Fundamental Corporate
Change") and, pursuant to the terms of such Fundamental Corporate
Change, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or
property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common
stock of the successor or acquiring corporation ("Other Property")
are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder of this Debenture shall have the
right thereafter, at its sole option, to receive upon Conversion the
number of shares of common stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation,
and Other Property as is receivable upon or as a result of such
Fundamental Corporate Change by a holder of the number of shares of
Common Stock into which such the outstanding portion of this
Debenture may be converted at the Conversion Price applicable
immediately prior to such Fundamental Corporate Change.  For
purposes hereof, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class
which is not preferred as to dividends or assets over any other
class of stock of such corporation and which is not subject to
prepayment and shall also include any evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the
arrival of a specified date or the happening of a specified event
and any warrants or other rights to subscribe for or purchase any
such stock.  The foregoing provisions shall similarly apply to
successive Fundamental Corporate Changes.

SECTION 3.5 Certain Conversion Limits.

Notwithstanding anything herein to the contrary, if and to
the extent
that, on any date (the "Section 16 Determination Date"), the
holding by the Holder of this Debenture would result in the
Holder's becoming subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934, as amended, by virtue of being deemed
the "beneficial owner" of more than ten percent (10%) of the then
Outstanding shares of Common Stock, then the Holder shall not have
the right, and the Company shall not have the obligation, to convert
any portion of this Debenture (the "Section 16 Prepayment Portion")
as shall cause such Holder to be deemed the beneficial owner of more
than ten percent (10%) of the then Outstanding shares of Common Stock
during the period ending sixty (60) days after the Section 16
Determination Date.  If any court of competent jurisdiction shall
determine that the foregoing limitation is ineffective to prevent a
Holder from being deemed the beneficial owner of more than ten percent
(10%) of the then Outstanding shares of Common Stock for the purposes
of such Section 16(b), then the Company shall prepay the Section 16
Prepayment Portion.  Upon such determination by a court of competent
jurisdiction, the Holder shall have no interest in or rights under such
Section 16 Prepayment Portion.  Any and all interest paid on or prior
to the date of such determination shall be deemed interest paid on the
remaining portion of this Debenture held by the Holder.  Such prepayment
shall be for cash at a prepayment price of the Principal Amount thereof,
together with all accrued and unpaid interest thereon to the date of
prepayment.
SECTION 3.6 Surrender of Debentures.  Upon any redemption of this
Debenture pursuant to Sections 3.2, 3.5 or 6.2, or upon maturity pursuant
to Section 2.4, the Holder shall either deliver this Debenture by hand
to the Company at its principal executive offices or surrender the same
to the Company at such address by nationally recognized overnight
courier.  Payment of the redemption price or the amount due on
maturity specified in Section 2.4, shall be made by the Company to the
Holder against receipt of this Debenture (as provided in this Section
3.5) by wire transfer of immediately available funds to such account(s)
as the Holder shall specify by written notice to the Company.  If
payment of such redemption price is not made in full by the redemption
date, or the amount due on maturity is not paid in full by the Maturity
Date, the Holder shall again have the right to convert this Debenture
as provided in Article 3 hereof or to declare an Event of Default.

ARTICLE 4

STATUS; RESTRICTIONS ON TRANSFER

SECTION 4.1 Status of Debenture.  This Debenture is an unsecured
obligation of the Company, and constitutes a legal, valid and binding
obligation of the Company, enforceable in accordance with its terms
subject, as to enforceability, to general principles of equity and to
principles of bankruptcy, insolvency, reorganization and other similar
laws of general applicability relating to or affecting creditors'
rights and remedies generally.

SECTION 4.2 Restrictions on Transfer.  This Debenture, and any Common
Shares deliverable upon the conversion hereof, have not been registered
under the Securities Act.  The Holder by accepting this Debenture
agrees that this Debenture and the shares of Common Stock to be
acquired upon conversion of this Debenture may not be assigned or
otherwise transferred unless and until (i) the Company has received the
opinion of counsel for the Holder that this Debenture or such shares may
be sold pursuant to an exemption from registration under the Securities
Act or (ii) a registration statement relating to this Debenture or such
shares has been filed by the Company and declared effective by the SEC.
Each certificate for shares of Common Stock deliverable hereunder shall
bear a legend as follows unless and until such securities have been sold
pursuant to an effective registration statement under the Securities Act:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Securities Act").  The
securities may not be offered for sale, sold or otherwise transferred
except (i) pursuant to an effective registration statement under the
Securities Act or (ii) pursuant to an exemption from registration under
the Securities Act in respect of which the issuer of this certificate has
received an opinion of counsel satisfactory to the issuer of this
certificate to such effect.  Copies of the agreement covering both the
purchase of the securities and restrictions on their transfer may be
obtained at no cost by written request made by the holder of record of
this certificate to the Secretary of the issuer of this certificate at
the principal executive offices of the issuer of this certificate."

ARTICLE 5

COVENANTS

SECTION 5.1 Conversion.  The Company shall, not later than five (5)
Business Days after the Company's receipt of a Conversion Notice,
issue and deliver to the Holder the requisite shares of Common Stock
Issued at Conversion.

SECTION 5.2 Notice of Default.  If any one or more events occur which
constitute or which, with notice, lapse of time, or both, would
constitute an Event of Default, the Company shall forthwith give notice
to the Holder, specifying the nature and status of the Event of Default
or such other event(s), as the case may be.

SECTION 5.3 Payment of Obligations.  So long as this Debenture shall
be outstanding, the Company shall pay, extend, or discharge at or
before maturity, all its respective material obligations and
liabilities, including, without limitation, tax liabilities, except
where the same may be contested in good faith by appropriate
proceedings.

SECTION 5.4 Compliance with Laws.  So long as this Debenture shall be
outstanding, the Company shall comply with all applicable laws,
ordinances, rules, regulations and requirements of governmental
authorities, except for such noncompliance which would not have a
material adverse effect on the business, properties, prospects,
condition (financial or otherwise) or results of operations of the
Company and the Subsidiaries.

SECTION 5.5 Inspection of Property, Books and Records.  So long as
this Debenture shall be outstanding, the Company shall keep proper
books of record and account in which full, true and correct entries
shall be made of all material dealings and transactions in relation
to its business and activities and shall in due course disclose such
financial information as required by the Securities Act and the
Exchange Act.

ARTICLE 6

REMEDIES

SECTION 6.1 Events of Default.  "Event of Default" wherever used
herein means any one of the following events:

(i) the Company shall default in the payment of principal of or
interest on this Debenture as and when the same shall be due and
payable and such default shall continue for five (5) Business Days
after the date such payment was due, or the Company shall fail to
perform or observe in any other covenant, agreement, term, provision,
undertaking or commitment under this Debenture, the Securities
Purchase Agreement or the Registration Rights Agreement and such default
shall continue for a period of ten (10) Business Days after the
delivery to the Company of written notice that the Company is in default
hereunder or thereunder;

(ii) any of the representations or warranties made by the Company
herein, in the Securities Purchase Agreement, the Registration Rights
Agreement or in any certificate or financial or other written
statements heretofore or hereafter furnished by or on behalf of the
Company in connection with the execution and delivery of this
Debenture, the Securities Purchase Agreement or the Registration
Rights Agreement shall be false or misleading in a material respect
on the Closing Date, in light of all information disclosed to Holder
in writing or otherwise;

(iii) under the laws of any jurisdiction not otherwise covered by
clauses (iv) and (v) below, the Company or any Subsidiary (A) becomes
insolvent or generally not able to pay its debts as they become due,
(B) admits in writing its inability to pay its debts generally or
makes a general assignment for the benefit of creditors, (C) institutes
or has instituted against it any proceeding seeking (x) to adjudicate
it a bankrupt or insolvent, (y) liquidation, winding-up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its
debts under any law relating to bankruptcy, insolvency, reorganization
or relief of debtors including any plan of compromise or arrangement or
other corporate proceeding involving or affecting its creditors or (z)
the entry of an order for relief or the appointment of a receiver,
trustee or other similar person for it or for any substantial part of
its properties and assets, and in the case of any such official
proceeding instituted against it (but not instituted by it), either the
proceeding remains undismissed or unstayed for a period of sixty (60)
calendar days, or any of the actions sought in such proceeding
(including the entry of an order for relief against it or the
appointment of a receiver, trustee, custodian or other similar official
for it or for any substantial part of its properties and assets) occurs
or (D) takes any corporate action to authorize any of the above actions;

(iv) the entry of a decree or order by a court having jurisdiction in
the premises adjudging the Company or any Subsidiary a bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect
of the Company under the Bankruptcy Code or any other applicable
Federal or state law, or appointing a receiver, liquidator, assignee,
trustee or sequestrator (or other similar official) of the Company or
of any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and any such decree or order continues and
is unstayed and in effect for a period of sixty (60) calendar days;

(v) the institution by the Company or any Subsidiary of proceedings
to be adjudicated a bankrupt or insolvent, or the consent by it to
the institution of bankruptcy or insolvency proceedings against it,
or the filing by it of a petition or answer or consent seeking
reorganization or relief under the Bankruptcy Code or any other
applicable federal or state law, or the consent by it to the filing
of any such petition or to the appointment of a receiver, liquidator,
assignee, trustee or sequestrator (or other similar official) of the
Company or of any substantial part of its property, or the making by
it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as and when
they become due, or the taking of corporate action by the Company in
furtherance of any such action;

(vi) a final judgment or final judgments for the payment of money
shall have been entered by any court or courts of competent
jurisdiction against the Company and remains undischarged for a period
(during which execution shall be effectively stayed) of thirty (30)
days, provided that the aggregate amount of all such judgments at any
time outstanding (to the extent not paid or to be paid, as evidenced
by a written communication to that effect from the applicable insurer,
by insurance) exceeds Five Hundred Thousand Dollars ($500,000);

(vii) it becomes unlawful for the Company to perform or comply with
its obligations under this Debenture, the Securities Purchase Agreement
or the Registration Rights Agreement in any respect;

(viii) the Company shall default (giving effect to any applicable
grace period) in the payment of principal or interest as and when the
same shall become due and payable, under any indebtedness, individually
or in the aggregate, of more than Five Hundred Thousand Dollars
($500,000);

SECTION 6.2 Acceleration of Maturity; Rescission and Annulment.
If an Event of Default occurs and is continuing, then and in every
such case the Holder may, by a notice in writing to the Company,
rescind any outstanding Conversion Notice and declare that all amounts
owing or otherwise outstanding under this Debenture are immediately
due and payable and upon any such declaration this Debenture shall
become immediately due and payable in cash at a price of the Principal
Amount thereof, together with all accrued and unpaid interest thereon
to the date of payment; provided, however, in the case of any Event of
Default described in clauses (iii), (iv), (v) or (vii) of Section 6.1,
such amount automatically shall become immediately due and payable
without the necessity of any notice or declaration as aforesaid.

SECTION 6.3 Default Interest Rate.

(a) If any portion of the principal of or interest on this
Debenture shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise) such principal of and
interest on the Debenture which is due and owing but not paid shall,
without limiting the Holder's rights under this Debenture, bear
interest at the Default Interest Rate until paid in full.

(b) Notwithstanding anything herein to the contrary, if at any
time the applicable interest rate as provided for herein shall
exceed the maximum lawful rate which may be contracted for, charged,
taken or received by the Holder in accordance with any applicable
law (the "Maximum Rate"), the rate of interest applicable to this
Debenture shall be limited to the Maximum Rate.  To the greatest
extent permitted under applicable law, the Company hereby waives
and agrees not to allege or claim that any provisions of this Note
could give rise to or result in any actual or potential violation
of any applicable usury laws.

SECTION 6.4 Remedies Not Waived.  No course of dealing between
the Company and the Holder or any delay in exercising any rights
hereunder shall operate as a waiver by the Holder.

ARTICLE 7

MISCELLANEOUS

SECTION 7.1 Notice of Certain Events.  In the case of the occurrence
of any event described in Section 3.4 of this Debenture, the Company
shall cause to be mailed to the Holder of this Debenture at its last
address as it appears in the Company's security registry, at least
twenty (20) days prior to the applicable record, effective or
expiration date hereinafter specified (or, if such twenty (20) days'
notice is not possible, at the earliest possible date prior to any
such record, effective or expiration date), a notice thereof,
including, if applicable, a statement of (y) the date on which a
record is to be taken for the purpose of such dividend, distribution,
issuance or granting of rights, options or warrants, or if a record
is not to be taken, the date as of which the holders of record of
Common Stock to be entitled to such dividend, distribution, issuance
or granting of rights, options or warrants are to be determined or (z)
the date on which such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up is expected to become
effective, and the date as of which it is expected that holders of
record of Common Stock will be entitled to exchange their shares for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale transfer, dissolution, liquidation or
winding-up.

SECTION 7.2 Register.  The Company shall keep at its principal office
a register in which the Company shall provide for the registration of
this Debenture.  Upon any transfer of this Debenture in accordance with
Article 2 hereof, the Company shall register such transfer on the
Debenture register.

SECTION 7.3 Withholding.  To the extent required by applicable law, the
Company may withhold amounts for or on account of any taxes imposed or
levied by or on behalf of any taxing authority in the United States
having jurisdiction over the Company from any payments made pursuant to
this Debenture.

SECTION 7.4 Transmittal of Notices.  Except as may be otherwise provided
herein, any notice or other communication or delivery required or
permitted hereunder shall be in writing and shall be delivered
personally, or sent by telecopier machine or by a nationally recognized
overnight courier service, and shall be deemed given when so delivered
personally, or by telecopier machine or overnight courier service as
follows:

if to the Company, to:

Meltronix, Inc.
9577 Chesapeake Drive
San Diego, CA 92123
Telephone: 858-292-7000
Facsimile: 858-292-4054

if to the Holder, to:
La Jolla Cove Investors, Inc.
7817 Herschel Avenue, Suite 200
La Jolla, California 92037
Telecopier:  (858) 551-0987
Telephone:  (858) 551-8789
Each of the Holder or the Company may change the foregoing address by
notice given pursuant to this Section 7.4.

SECTION 7.5	    Attorneys' Fees.  Should any party hereto employ an
attorney for the purpose of enforcing or construing this Agreement, or
any judgment based on this Agreement, in any legal proceeding whatsoever,
including insolvency, bankruptcy, arbitration, declaratory relief or
other litigation, the prevailing party shall be entitled to receive from
the other party or parties thereto reimbursement for all reasonable
attorneys' fees and all reasonable costs, including but not limited to
service of process, filing fees, court and court reporter costs,
investigative costs, expert witness fees, and the cost of any bonds,
whether taxable or not, and that such reimbursement shall be included
in any judgment or final order issued in that proceeding.  The
"prevailing party" means the party determined by the court to most nearly
prevail and not necessarily the one in whose favor a judgment is rendered.

SECTION 7.5 Governing Law.  THIS DEBENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
(WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES).  WITH RESPECT
TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS DEBENTURE, THE
COMPANY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS
OF THE STATE OF CALIFORNIA SITTING IN SAN DIEGO AND THE UNITED STATES
DISTRICT COURT LOCATED IN THE CITY OF SAN DIEGO AND HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
SUBJECT TO APPLICABLE LAW, THE COMPANY AGREES THAT FINAL JUDGMENT AGAINST
IT IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
DEBENTURE SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION WITHIN OR OUTSIDE THE UNITED STATES BY SUIT ON THE JUDGMENT,
A CERTIFIED COPY OF WHICH JUDGMENT SHALL BE CONCLUSIVE EVIDENCE THEREOF
AND THE AMOUNT OF ITS INDEBTEDNESS, OR BY SUCH OTHER MEANS PROVIDED BY
LAW.

SECTION 7.6 Headings.  The headings of the Articles and Sections of
this Debenture are inserted for convenience only and do not constitute
part of this Debenture.

SECTION 7.7 Payment Dates.  Whenever any payment hereunder shall be
due on a day other than a Business Day, such payment shall be made on
the next succeeding Business Day.

SECTION 7.8 Binding Effect.  Each Holder by accepting this Debenture
agrees to be bound by and comply with the terms and provisions of this
Debenture.

SECTION 7.9 No Stockholder Rights.  Except as otherwise provided herein,
this Debenture shall not entitle the Holder to any of the rights of a
stockholder of the Company, including, without limitation, the right to
vote, to receive dividends and other distributions, or to receive any
notice of, or to attend, meetings of stockholders or any other
proceedings of the Company, unless and to the extent converted into
shares of Common Stock in accordance with the terms hereof.

IN WITNESS WHEREOF, the Company has caused this Debenture to be signed by
its duly authorized officer on the date of this Debenture.
Meltronix, Inc.
By:

Title: _____________________________________


EXHIBIT A
[FORM OF CONVERSION NOTICE]
TO:


The undersigned owner of this 9 3/4 % Convertible Debenture due
January 2, 2004 (the "Debenture") issued by Meltronix, Inc. (the
"Company") hereby irrevocably exercises its option to convert $______
Principal Amount of the Debenture [and accrued and unpaid interest
thereon to the date of this Notice] into shares of Common Stock in
accordance with the terms of the Debenture.  The undersigned hereby
instructs the Company to convert the portion of the Debenture
specified above into shares of Common Stock Issued at Conversion in
accordance with the provisions of Article 3 of the Debenture.  The
undersigned directs that the Common Stock and certificates therefor
deliverable upon conversion, the Debenture reissued in the Principal
Amount not being surrendered for conversion hereby, [the check or
shares of Common Stock in payment of the accrued and unpaid interest
thereon to the date of this Notice,] together with any check in
payment for fractional Common Stock, be registered in the name of
and/or delivered to the undersigned unless a different name has been
indicated below.  All capitalized terms used and not defined herein
have the respective meanings assigned to them in the Debenture.  The
conversion pursuant hereto shall be deemed to have been effected at
the date and time specified below, and at such time the rights of the
undersigned as a Holder of the Principal Amount of the Debenture set
forth above shall cease and the Person or Persons in whose name or
names the Common Stock Issued at Conversion shall be registered
shall be deemed to have become the holder or holders of record of
the Common Shares represented thereby and all voting and other
rights associated with the beneficial ownership of such Common
Shares shall at such time vest with such Person or Persons.
Date and time:  __________________

______________________________
By: ___________________________
Title: _________________________
Fill in for registration of Debenture:
Please print name and address
(including ZIP code number):

EX-13

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement dated as of January 2, 2002 (this
"Agreement") by and between Meltronix, Inc., a California corporation,
with principal executive offices located at 9577 Chesapeake Drive, San
Diego, CA 92123 (the "Company"), and La Jolla Cove Investors, Inc.
("Buyer").
WHEREAS, Buyer desires to purchase from the Company, and the Company
desires to issue and sell to Buyer, upon the terms and subject to the
conditions of this Agreement, the         9 3/4 % Convertible Debenture
of the Company in the aggregate principal amount of $200,000, in the
form attached hereto as Exhibit A (the "Debenture"); and
WHEREAS, upon the terms and subject to the conditions set forth in the
Debenture, the Debenture is convertible into shares of the Company's
Common Stock (the "Common Stock");
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be legally
bound, hereby agree as follows:
I. PURCHASE AND SALE OF DEBENTURE
A. Transaction.  Buyer hereby agrees to purchase from the Company, and
the Company has offered and hereby agrees to issue and sell to Buyer in
a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the "Securities
Act"), the Debenture.
B. Purchase Price; Form of Payment.  The purchase price for the
Debenture to be purchased by Buyer hereunder shall be $200,000  (the
"Purchase Price").  Simultaneously with the execution of this
Agreement, Buyer shall pay $100,000 of the Purchase Price (the" Initial
Purchase Price") by wire transfer of immediately available funds to the
Company.  Simultaneously with the execution of this Agreement, the
Company shall deliver the Debenture (which shall have been duly
authorized, issued and executed I/N/O Buyer or, if the Company otherwise
has been notified, I/N/O Buyer's nominee).  Upon notification and
verification that the Registration Statement for the Conversion Shares
(as defined below) has been filed with the Securities and Exchange
Commission, Buyer shall immediately send via wire the remainder of the
Purchase Price.
II. BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to and covenants and agrees with the
Company as follows:
A. Buyer is purchasing the Debenture and the Common Stock issuable
upon conversion or redemption of the Debenture (the "Conversion Shares"
and, collectively with the Debenture, the "Securities") for its own
account, for investment purposes only and not with a view towards or in
connection with the public sale or distribution thereof in violation of
the Securities Act.
B. Buyer is (i) an "accredited investor" within the meaning of Rule 501
of Regulation D under the Securities Act, (ii) experienced in making
investments of the kind contemplated by this Agreement, (iii) capable,
by reason of its business and financial experience, of evaluating the
relative merits and risks of an investment in the Securities, and (iv)
able to afford the loss of its investment in the Securities.
C. Buyer understands that the Securities are being offered and sold by
the Company in reliance on an exemption from the registration
requirements of the Securities Act and equivalent state securities and
"blue sky" laws, and that the Company is relying upon the accuracy of,
and Buyer's compliance with, Buyer's representations, warranties and
covenants set forth in this Agreement to determine the availability of
such exemption and the eligibility of Buyer to purchase the Securities;
D. Buyer understands that the Securities have not been approved or
disapproved by the Securities and Exchange Commission (the "Commission")
or any state or provincial securities commission.
E. This Agreement has been duly and validly authorized, executed and
delivered by Buyer and is a valid and binding agreement of Buyer
enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights
and remedies generally and except as rights to indemnity and
contribution may be limited by federal or state securities laws or the
public policy underlying such laws.
III. THE COMPANY'S REPRESENTATIONS
The Company represents and warrants to Buyer that:
A. Capitalization.
1. The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock and 9,362,777 shares of Series A Preferred
Stock of which 29,761,614 shares and 9,362,777 shares, respectively,
are issued and outstanding as of the date hereof and are fully paid
and nonassessable.
2. The Conversion Shares have been duly and validly authorized and
reserved for issuance by the Company, and, when issued by the Company
upon conversion of the Debenture will be duly and validly issued,
fully paid and nonassessable and will not subject the holder thereof
to personal liability by reason of being such holder.
B. Organization; Reporting Company Status.
1. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the state or jurisdiction in which
it is incorporated and is duly qualified as a foreign corporation in
all jurisdictions in which the failure so to qualify would reasonably
Exchange Act of 1934, as amended (the "Exchange Act").  The Common
Stock is traded on the OTC Bulletin Board service of the National
Association of Securities Dealers, Inc. ("OTCBB") and the Company
has not received any notice regarding, and to its knowledge there is
no threat of, the termination or discontinuance of the eligibility of
the Common Stock for such trading.
C. Authorization.  The Company (i) has duly and validly authorized
and reserved for issuance shares of Common Stock, which is a number
sufficient for the conversion of the Debenture and (ii) as soon as
practicable after the date hereof shall have a sufficient number of
shares of Common Stock duly and validly authorized and reserved for
issuance to satisfy the conversion of the Debenture in full. The
Company understands and acknowledges the potentially dilutive effect
on the Common Stock of the issuance of the Conversion Shares.  The
Company further acknowledges that its obligation to issue Conversion
Shares upon conversion of the Debenture in accordance with this
Agreement is absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other
stockholders of the Company and notwithstanding the commencement of
any case under 11 U.S.C.  101 et seq. (the "Bankruptcy Code").  In the
event the Company is a debtor under the Bankruptcy Code, the Company
hereby waives to the fullest extent permitted any rights to relief it
may have under 11 U.S.C.  362 in respect of the conversion of the
Debenture.  The Company agrees, without cost or expense to Buyer, to
take or consent to any and all action necessary to effectuate relief
under 11 U.S.C. 362.
D. Authority; Validity and Enforceability.  The Company has the
requisite corporate power and authority to enter into the Documents
(as such term is hereinafter defined) and to perform all of its
obligations hereunder and thereunder (including the issuance, sale and
delivery to Buyer of the Securities).  The execution, delivery and
performance by the Company of the Documents and the consummation by the
Company of the transactions contemplated hereby and thereby (including,
without limitation, the issuance of the Debenture and the issuance and
reservation for issuance of the Conversion Shares) have been duly and
validly authorized by all necessary corporate action on the part of the
Company.  Each of the Documents has been duly and validly executed and
 delivered by the Company and each Document constitutes a valid and
binding obligation of the Company enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally and except as rights
to indemnity and contribution may be limited by federal or state
securities laws or the public policy underlying such laws.  The
Securities have been duly and validly authorized for issuance by the
Company and, when executed and delivered by the Company, will be valid
and binding obligations of the Company enforceable against it in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally.  For
purposes of this Agreement, the term "Documents" means (i) this
Agreement; (ii) the Registration Rights Agreement dated as of even
date herewith between the Company and Buyer, a copy of which is annexed
hereto as Exhibit B (the "Registration Rights Agreement");  (iii) the
Debenture, and (iv) the Put and Call Agreement.
E. Validity of Issuance of the Securities.  The Debenture and the
Conversion Shares upon their issuance in accordance with the Debenture
will be validly issued and outstanding, fully paid and nonassessable,
and not subject to any preemptive rights, rights of first refusal,
tag-along rights, drag-along rights or other similar rights.
F. Non-contravention.  The execution and delivery by the Company of the
Documents, the issuance of the Securities, and the consummation by the
Company of the other transactions contemplated hereby and thereby do not,
and compliance with the provisions of this Agreement and other Documents
will not, conflict with, or result in any violation of, or default (with
or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation or
loss of a material benefit under, or result in the creation of any Lien
(as such term is hereinafter defined) upon any of the properties or
assets of the Company or any of its Subsidiaries under, or result in the
termination of (i) the Articles of Incorporation or By-Laws of the
Company or the comparable charter or organizational documents of any of
its Subsidiaries, in each case as amended to the date of this Agreement,
(ii) any loan or credit agreement, note, bond, mortgage, indenture,
lease, contract or other agreement, instrument or permit applicable to
the Company or any of its Subsidiaries or their respective properties or
assets or (iii) any Law (as such term is hereinafter defined) applicable
to, or any judgment, decree or order of any court or government body
having jurisdiction over, the Company or any of its Subsidiaries or any
of their respective properties or assets.
G. Approvals.  No authorization, approval or consent of any court or
public or governmental authority is required to be obtained by the
Company for the issuance and sale of the Securities to Buyer as
contemplated by this Agreement, except (i) such authorizations,
approvals and consents as have been obtained by the Company prior to
the date hereof, and (ii) all necessary consents regarding registration
of the Securities.
H. Commission Filings.  The Company has filed with the Commission all
reports, proxy statements, forms and other documents required to be
filed to date with the Commission under the Securities Act and the
Exchange Act since becoming subject to such Acts (the "Commission
Filings").  As of their respective dates, (i) the Commission Filings
complied in all material respects with the requirements of the
Securities Act or the Exchange Act, as the case may be, and the rules
and regulations of the Commission promulgated thereunder applicable to
such Commission Filings and (ii) none of the Commission Filings
contained at the time of its filing any untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.  The
financial statements of the Company included in the Commission Filings,
as of the dates of such documents, were true and complete in all
material respects and complied with applicable accounting requirements
and the published rules and regulations of the Commission with respect
thereto, were prepared in accordance with generally accepted accounting
principles in the United States ("GAAP") (except in the case of
unaudited statements permitted by Form 10-Q under the Exchange Act)
applied on a consistent basis during the periods involved (except as
may be indicated in the notes thereto) and fairly presented the
consolidated financial position of the Company and its Subsidiaries as
of the dates thereof and the consolidated results of their operations
and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments that in the
aggregate are not material and to any other adjustment described therein).
I. Full Disclosure.  There is no fact known to the Company (other than
general economic or industry conditions known to the public generally)
required to be fully disclosed in the Commission filings that has not
been fully disclosed in the Commission Filings that (i) reasonably could
be expected to have a Material Adverse Effect or (ii) reasonably could
be expected to materially and adversely affect the ability of the Company
to performing its obligations pursuant to the Documents.
J. Securities Law Matters.  Assuming the accuracy of the representations
and warranties of Buyer set forth in Article II, the offer and sale by
the Company of the Securities is exempt from (i) the registration and
prospectus delivery requirements of the Securities Act and the rules and
regulations of the Commission thereunder and (ii) the registration and/or
qualification provisions of all applicable state and provincial securities
and "blue sky" laws.  The Company shall not directly or indirectly take,
and shall not permit any of its directors, officers or Affiliates directly
or indirectly to take, any action (including, without limitation, any
offering or sale to any person or entity of any security similar to the
Debenture, shares of Common Stock) which will make unavailable the
exemption from Securities Act registration being relied upon by the Company
for the offer and sale to Buyer of the Debenture, the Conversion Shares as
contemplated by this Agreement.  No form of general solicitation or
advertising has been used or authorized by the Company or any of its officers,
directors or Affiliates in connection with the offer or sale of the
Debenture (and the Conversion Shares) as contemplated by this Agreement or
any other agreement to which the Company is a party.
K. Interest.  The timely payment of interest on the Debenture is not
prohibited by the Articles of Incorporation or By-Laws of the Company,
in each case as amended to the date of this Agreement, or any agreement,
contract, document or other undertaking to which the Company is a party.
L. No Misrepresentation.  No representation or warranty of the Company
contained in this Agreement or any of the other Documents, any schedule,
annex or exhibit hereto or thereto or any agreement, instrument or
certificate furnished by the Company to Buyer pursuant to this Agreement
contains any untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make such
representation or warranty not misleading in light of all facts disclosed
to Buyer whether in writing or otherwise not misleading.
M. Finder's Fee.  There is no finder's fee, brokerage commission or like
payment in connection with the transactions contemplated by this Agreement
for which Buyer is liable or responsible.
IV. CERTAIN COVENANTS AND ACKNOWLEDGMENTS
A. Restrictive Legend.  Buyer acknowledges and agrees that, upon issuance
pursuant to this Agreement, the Securities (including any Conversion Shares)
shall have endorsed thereon a legend in substantially the following form
(and a stop-transfer order may be placed against transfer of the Conversion
Shares until such legend has been removed):
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE, AND ARE BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THESE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR SUCH OTHER LAWS."
B. Filings.  The Company shall make all necessary Commission Filings and
"blue sky" filings required to be made by the Company in connection with
the sale of the Securities to Buyer as required by all applicable Laws,
and shall provide a copy thereof to Buyer promptly after such filing.
C. Reporting Status.  So long as Buyer beneficially owns any of the
Securities, the Company shall file all reports required to be filed by it
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
D. Listing.  Except to the extent the Company lists its Common Stock on
The New York Stock Exchange, The American Stock Exchange or The Nasdaq
Stock Market, the Company shall use its best efforts to maintain its
listing of the Common Stock on OTCBB.  If the Common Stock is delisted
from OTCBB, the Company will use its best efforts to list the Common
Stock on the most liquid national securities exchange or quotation
system that the Common Stock is qualified to be listed on.
E. Information.  Each of the parties hereto acknowledges and agrees
that Buyer shall not be provided with, nor be given access to, any
material non-public information relating to the Company.
F. Accounting and Reserves.  The Company shall maintain a standard and
uniform system of accounting and shall keep proper books and records
and accounts in which full, true, and correct entries shall be made
of its transactions, all in accordance with GAAP applied on consistent
basis through all periods, and shall set aside on such books for each
fiscal year all such reserves for depreciation, obsolescence,
amortization, bad debts and other purposes in connection with its
operations as are required by such principles so applied.
G. Certain Restrictions.  So long as the Debenture is outstanding, no
dividends shall be declared or paid or set apart for payment nor shall
any other distribution be declared or made upon any capital stock of
the Company except as permitted under applicable law, nor shall any
capital stock of the Company be redeemed, purchased or otherwise
acquired (other than a redemption, purchase or other acquisition of
shares of Common Stock made for purposes of an employee incentive or
benefit plan (including a stock option plan) by the Company or
pursuant to any of the security agreements listed on Schedule III.A,
for any consideration by the Company, directly or indirectly, nor
shall any moneys be paid to or made available for a sinking fund for
the redemption of any shares of any such stock.
V. TRANSFER AGENT INSTRUCTIONS
A. The Company undertakes and agrees that no instruction other than
the instructions referred to in this Article V and customary stop
transfer instructions prior to the registration and sale of the
Common Stock pursuant to an effective Securities Act registration
statement shall be given to its transfer agent for the Conversion
Shares and that the Conversion Shares shall otherwise be freely
transferable on the books and records of the Company as and to the
extent provided in this Agreement, the Registration Rights Agreement
and applicable law.  Nothing contained in this Section V.A. shall
affect in any way Buyer's obligations and agreement to comply with all
applicable securities laws upon resale of such Common Stock.  If, at
any time, Buyer provides the Company with an opinion of counsel
reasonably satisfactory to the Company that registration of the resale
by Buyer of such Common Stock is not required under the Securities
Act and that the removal of restrictive legends is permitted under
applicable law, the Company shall permit the transfer of such Common
Stock and promptly instruct the Company's transfer agent to issue one
or more certificates for Common Stock without any restrictive legends
endorsed thereon.
B. Buyer shall have the right to convert the Debenture by telecopying
an executed and completed Conversion Notice (as such term is defined
in the Debenture) to the Company.  Each date on which a Conversion
Notice is telecopied to and received by the Company in accordance
with the provisions hereof shall be deemed a Conversion Date (as such
term is defined in the Debenture).  The Company shall transmit the
certificates evidencing the shares of Common Stock issuable upon
conversion of the Debenture (together with a new debenture, if any,
representing the principal amount of the Debenture not being so
converted) to Buyer via express courier, by electronic transfer or
otherwise, within five (5) business days after receipt by the Company
of the Conversion Notice (the "Delivery Date").  Within thirty (30)
days after Buyer delivers the Conversion Notice to the Company, Buyer
shall deliver to the Company the Debenture being converted.
The Securities shall be delivered by the Company to the Buyer pursuant
to Section I.B. hereof on a "delivery-against-payment basis" at the
Closing.
VI. CLOSING DATE
The Closing shall occur by the delivery to the Buyer of the certificate
evidencing the Debenture and all other Agreements and to the Company the
Purchase Price.
VII. CONDITIONS TO THE COMPANY'S OBLIGATIONS
Buyer understands that the Company's obligation to sell the Debenture
on the Closing Date to Buyer pursuant to this Agreement is conditioned
upon:
A. Delivery by Buyer of the Initial Purchase Price;
B. The accuracy on the Closing Date of the representations and
warranties of Buyer contained in this Agreement as if made on the
Closing Date (except for representations and warranties which, by
their express terms, speak as of and relate to a specified date, in
which case such accuracy shall be measured as of such specified date)
and the performance by Buyer in all material respects on or before the
Closing Date of all covenants and agreements of Buyer required to be
performed by it pursuant to this Agreement on or before the Closing Date
and
C. There shall not be in effect any Law or order, ruling, judgment or
writ of any court or public or governmental authority restraining,
enjoining or otherwise prohibiting any of the transactions contemplated
by this Agreement.
VIII. CONDITIONS TO BUYER'S OBLIGATIONS
The Company understands that Buyer's obligation to purchase the
Securities on the Closing Date pursuant to this Agreement is conditioned
upon:
A. Delivery by the Company of the Debenture and the other Agreements
(I/N/O Buyer or I/N/O Buyer's nominee);
B. The accuracy on the Closing Date of the representations and
warranties of the Company contained in this Agreement as if made on
the Closing Date (except for representations and warranties which,
by their express terms, speak as of and relate to a specified date,
in which case such accuracy shall be measured as of such specified
date) and the performance by the Company in all respects on or before
the Closing Date of all covenants and agreements of the Company
required to be performed by it pursuant to this Agreement on or before
the Closing Date;
C. There not having occurred (i) any general suspension of trading in,
or limitation on prices listed for, the Common Stock on the OTCBB, (ii)
the declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States, (iii) in the case of the
foregoing existing at the date of this Agreement, a material acceleration
or worsening thereof,
D. There shall not be in effect any Law, order, ruling, judgment or writ
of any court or public or governmental authority restraining, enjoining
or otherwise prohibiting any of the transactions contemplated by this
Agreement;
E. Buyer shall have received such additional documents, certificates,
payment, assignments, transfers and other delivers as it or its legal
counsel may reasonably request and as are customary to effect a closing
of the matters herein contemplated.
F.	Reimbursement of Buyer's legal fees not to exceed $5,000
IX. SURVIVAL; INDEMNIFICATION
A. The representations, warranties and covenants made by each of the
Company and Buyer in this Agreement, the annexes, schedules and exhibits
hereto and in each instrument, agreement and certificate entered into
and delivered by them pursuant to this Agreement shall survive the
Closing and the consummation of the transactions contemplated hereby.
In the event of a breach or violation of any of such representations,
warranties or covenants, the party to whom such representations,
warranties or covenants have been made shall have all rights and
remedies for such breach or violation available to it under the
provisions of this Agreement or otherwise, whether at law or in equity.
B. The Company hereby agrees to indemnify and hold harmless Buyer, its
affiliates and their respective officers, directors, partners and
members (collectively, the "Buyer Indemnitees") from and against any
and all losses, claims, damages, judgments, penalties, liabilities and
deficiencies (collectively, "Losses") and agrees to reimburse Buyer
Indemnitees for all out-of-pocket expenses (including the fees and
expenses of legal counsel), in each case promptly as incurred by Buyer
Indemnitees and to the extent arising out of or in connection with:
1. any misrepresentation, omission of fact or breach of any of the
Company's representations or warranties contained in this Agreement or
the other Documents, or the annexes, schedules or exhibits hereto or
thereto or any instrument, agreement or certificate entered into or
delivered by the Company pursuant to this Agreement or the other
Documents;
2. any failure by the Company to perform in any material respect any
of its covenants, agreements, undertakings or obligations set forth in
this Agreement or the other Documents or any instrument, certificate or
agreement entered into or delivered by the Company pursuant to this
Agreement or the other Documents;
C. Buyer hereby agrees to indemnify and hold harmless the Company, its
Affiliates and their respective officers, directors, partners and
members (collectively, the "Company Indemnitees") from and against any
and all Losses, and agrees to reimburse the Company Indemnitees for all
out-of-pocket expenses (including the fees and expenses of legal
counsel), in each case promptly as incurred by the Company Indemnitees
and to the extent arising out of or in connection with:
1. any misrepresentation, omission of fact or breach of any of Buyer's
representations or warranties contained in this Agreement or the other
Documents, or the annexes, schedules or exhibits hereto or thereto or
any instrument, agreement or certificate entered into or delivered by
Buyer pursuant to this Agreement or the other Documents or
2. any failure by Buyer to perform in any material respect any of its
covenants, agreements, undertakings or obligations set forth in this
Agreement or the other Documents or any instrument, certificate or
agreement entered into or delivered by Buyer pursuant to this
Agreement or the other Documents.
D. Promptly after receipt by either party hereto seeking
indemnification pursuant to this Article IX (an "Indemnified Party")
of written notice of any investigation, claim, proceeding or other
action in respect of which indemnification is being sought (each, a
"Claim"), the Indemnified Party promptly shall notify the party against
whom indemnification pursuant to this Article IX is being sought (the
"Indemnifying Party") of the commencement thereof, but the omission so
to notify the Indemnifying Party shall not relieve it from any liability
that it otherwise may have to the Indemnified Party except to the extent
that the Indemnifying Party is materially prejudiced and forfeits
substantive rights or defenses by reason of such failure.  In connection
with any Claim as to which both the Indemnifying Party and the
Indemnified Party are parties, the Indemnifying Party shall be entitled
to assume the defense thereof.  Notwithstanding the assumption of the
defense of any Claim by the Indemnifying Party, the Indemnified Party
shall have the right to employ separate legal counsel and to participate
in the defense of such Claim, and the Indemnifying Party shall bear the
reasonable fees, out-of-pocket costs and expenses of such separate legal
counsel to the Indemnified Party if (and only if): (x) the Indemnifying
Party shall have agreed to pay such fees, out-of-pocket costs and
expenses, (y) the Indemnified Party and the Indemnifying Party reasonably
shall have concluded that representation of the Indemnified Party and
the Indemnifying Party by the same legal counsel would not be appropriate
due to actual or, as reasonably determined by legal counsel to the
Indemnified Party, potentially differing interests between such parties
in the conduct of the defense of such Claim, or if there may be legal
defenses available to the Indemnified Party that are in addition to or
disparate from those available to the Indemnifying Party or (z) the
Indemnifying Party shall have failed to employ legal counsel reasonably
satisfactory to the Indemnified Party within a reasonable period of
time after notice of the commencement of such Claim.  If the Indemnified
Party employs separate legal counsel in circumstances other than as
described in clauses (x), (y) or (z) above, the fees, costs and
expenses of such legal counsel shall be borne exclusively by the
Indemnified Party.  Except as provided above, the Indemnifying Party
shall not, in connection with any Claim in the same jurisdiction, be
liable for the fees and expenses of more than one firm of legal
counsel for the Indemnified Party (together with appropriate local
counsel).  The Indemnifying Party shall not, without the prior written
consent of the Indemnified Party (which consent shall not unreasonably
be withheld), settle or compromise any Claim or consent to the entry
of any judgment that does not include an unconditional release of the
Indemnified Party from all liabilities with respect to such Claim or
judgment.
E. In the event one party hereunder should have a claim for
indemnification that does not involve a claim or demand being asserted
by a third party, the Indemnified Party promptly shall deliver notice
of such claim to the Indemnifying Party.  If the Indemnifying Party
disputes the claim, such dispute shall be resolved by mutual agreement
of the Indemnified Party and the Indemnifying Party or by binding
arbitration conducted in accordance with the procedures and rules of
the American Arbitration Association.  Judgment upon any award rendered
by any arbitrators may be entered in any court having competent
jurisdiction thereof.
X. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with
the laws of the State of California, without regard to the conflicts of
law principles of such state.
XI. SUBMISSION TO JURISDICTION
Each of the parties hereto consents to the exclusive jurisdiction of
the federal courts whose districts encompass any part of the City of
San Diego or the state courts of the State of California sitting in
the City of San Diego in connection with any dispute arising under
this Agreement and the other Documents.  Each party hereto hereby
irrevocably and unconditionally waives, to the fullest extent it may
effectively do so, any defense of an inconvenient forum or improper
venue to the maintenance of such action or proceeding in any such court
and any night of jurisdiction on account of its place of residence or
domicile.  Each party hereto irrevocably and unconditionally consents
to the service of any and all process in any such action or proceeding
in such courts by the mailing of copies of such process by registered
or certified mail (return receipt requested), postage prepaid, at its
address specified in Article XVII.  Each party hereto agrees that a
final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.
XII. WAIVER OF JURY TRIAL
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENT OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND OTHER
DOCUMENTS.  EACH PARTY HERETO (i) CERTIFIES THAT NEITHER OF THEIR
RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES
THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.
XIII. COUNTERPARTS; EXECUTION
This Agreement may be executed in counterparts, each of which when so
executed and delivered shall be an original, but both of which
counterparts shall together constitute one and the same instrument.
A facsimile transmission of this signed Agreement shall be legal and
binding on both parties hereto.
XIV. HEADINGS
The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this
Agreement.
XV. SEVERABILITY
In the event any one or more of the provisions contained in this
Agreement or in the other Documents should be held invalid, illegal
or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or
therein shall not in any way be affected or impaired thereby.  The
parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions,
the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.
XVI. ENTIRE AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS
The Documents constitute the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersede all
prior agreements, understandings, negotiations and discussions,
whether oral or written, of such parties.  No supplement,
modification or waiver of this Agreement shall be binding unless
executed in writing by both parties.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof (whether or not similar), nor
shall such waiver constitute a continuing waiver unless otherwise
expressly provided.
XVII. NOTICES
Except as may be otherwise provided herein, any notice or other
communication or delivery required or permitted hereunder shall be
 in writing and shall be delivered personally, or sent by telecopier
machine or by a nationally recognized overnight courier service, and
shall be deemed given when so delivered personally, or by telecopier
machine or overnight courier service as follows:
A. if to the Company, to:

Meltronix, Inc.
9577 Chesapeake Drive
San Diego, CA 92123
Telephone: 858-292-7000
Facsimile: 858-292-7881


B. if to Buyer, to:

La Jolla Cove Investors, Inc.
7817 Herschel Avenue, Suite 200
La Jolla, California 92037
Telephone: 858-551-8987
Facsimile:  858-551-0987
The Company or Buyer may change the foregoing address by notice
given pursuant to this Article XVII.
XVIII. CONFIDENTIALITY
Each of the Company and Buyer agrees to keep confidential and not
to disclose to or use for the benefit of any third party the terms of
this Agreement or any other information which at any time is communicated
by the other party as being confidential without the prior written
approval of the other party; provide, however, that this provision shall
not apply to information which, at the time of disclosure, is already
part of the public domain (except by breach of this Agreement) or
information which is required to be disclosed by law (including, without
limitation, pursuant to Item 601(b)(10) of Regulation S-K under the
Securities Act and the Exchange Act).
XIX. ASSIGNMENT
This Agreement shall not be assignable by either of the parties hereto
prior to the Closing without the prior written consent of the other
party, and any attempted assignment contrary to the provisions hereby
shall be null and void; provided, however, that Buyer may assign its
rights and obligations hereunder, in whole or in part, to any affiliate
of Buyer.

IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed and delivered on the date first above written.


Meltronix, Inc.					La Jolla Cove Investors, Inc.

By: __________________________		By: __________________________

Title: _________________________		Title: _________________________

EX-14

PUT AND CALL AGREEMENT
This Put and Call Agreement (the "Agreement"), dated as of
January 2, 2002, is entered into by and between Robert M. Czajkowski,
Vincent P. Salva and Richard K. Ausbrook, jointly and severally,
(the "Guarantors") and La Jolla Cove Investors, Inc. a California
corporation  ("LJCI"), with reference to the following:

WHEREAS, concurrently herewith, LJCI is purchasing from Meltronix,
Inc.(the "Company") the 9 3/4% Convertible Debenture of the Company
in the aggregate principal amount of $200,000 (the "Debenture"); and
WHEREAS, the parties hereto desire to provide for certain put and call
provisions relating to the Debenture.

NOW, THEREFORE, in consideration of the mutual promises and convenants
contained herein, and in consideration of LJCI purchasing the Debenture,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

1. Put Right.	During the period and from time to time between
July 2, 2002 and October 2, 2002 (the "Put Period"), LJCI shall have
the right to sell in its sole and absolute discretion, and Guarantors,
jointly and severally, shall thereafter have the obligation to purchase,
the portion of the Debenture then remaining unpaid for a cash purchase
price of 200% of the principal balance remaining unpaid plus any accrued
interest. The election of LJCI to sell the Debenture shall be pursuant to
written notice to Guarantors, which notice shall be sent at least three
business days prior to the effective date of the transfer and shall specify
the principal balance, plus any accrued interest, of the Debenture. On the
effective date of the transfer, the Guarantors shall pay to LJCI (or its
designee) the purchase price therefor in good funds, and within three days
thereafter LJCI shall deliver to the Guarantors the Debenture together with
an assignment thereof. Any transfer hereunder shall be without warranty or
representation except as to good title. The obligations of Guarantors
hereunder shall not be subject to any defense, setoff, recoupment,
impairment or termination for any reason including, without limitation,
whether the Debenture or the stock issuable upon conversion thereof is
publicly traded, whether any bankruptcy proceedings have been instituted
by or against the Company or any order has been entered adjudging the
Company a bankrupt or insolvent, whether the Company or its transfer agent
consents to or authorizes the transfer, whether the terms of the Debenture
have been modified, or whether the stock issuable upon conversion of the
Debenture has been registered.

2. Call Right.	During the period and from time to time between
July 2, 2002 and October 2, 2002 (the "Call Period"), the Guarantors,
jointly and severally, shall have the option to purchase, and LJCI shall
thereafter have the obligation to sell, the portion of the Debenture then
remaining unpaid for a cash purchase price of 212.5% of the principal
balance remaining unpaid plus any accrued interest. The election of
Guarantors to purchase the Debenture shall be pursuant to written notice
to LJCI, which notice shall be sent at least three business days prior to
the effective date of the transfer. On the effective date of the transfer,
Guarantors shall pay to LJCI (or its designee) the purchase price therefor
in good funds, and within three days thereafter LJCI shall deliver to
Guarantors the Debenture together with an assignment thereof. Any transfer
hereunder shall be without warranty or representation except as to good
title. To the extent that LJCI has previously exercised its right pursuant
to Paragraph 1, the Guarantors shall not have a right to exercise their
rights under this paragraph for the portion of the Debenture for which the
Put notice has been received.

3. Interest.  At such time that money is due to any party, and if such
amount is not paid within five (5) business days, then that amount shall
accrue interest at the rate of nine percent (9%) per year.

4. Governing Law.  This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of
the State of California, United States of America.

5. Consent to Jurisdiction.  Each of the Company and the Guarantors (i)
hereby irrevocably submits to the jurisdiction of the United States
District Court sitting in the District of San Diego and the courts of the
State of California located in San Diego county for the purposes of any
suit, action or proceeding arising out of or relating to this Agreement or
the transactions contemplated hereunder and (ii) hereby waives, and agrees
not to assert in any such suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue
of the suit, action or proceeding is improper.  Each of the Company and the
Guarantors consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof.
Nothing in this section  shall affect or limit any right to serve process
in any other manner permitted by law.

6. Attorneys' Fees.  In the event of any legal action between the parties
with respect to this Agreement or the subject matter hereof, the prevailing
party shall be entitled to recover reasonable attorneys' fees in addition
to court costs and litigation expenses incurred in said legal action,
regardless of whether such legal action is prosecuted to judgment.

7. Notices.  Any notice, demand or other communication required or
permitted under this Agreement shall be deemed given and delivered
when in writing and (a) personally served upon the receiving party, or
(b) upon hand delivery by telex (with correct answer back received),
telecopy or facsimile at the address or number designated below (if
delivered on a business day during normal business hours where such
notice is to be received), or (c) upon the third (3rd) calendar day
after mailing to the receiving party by either (i) United States
registered or certified mail, postage prepaid, or (ii) FedEx or other
comparable overnight delivery service, delivery charges prepaid, and
addressed as follows:

To the Guarantors:	Robert M. Czajkowski
				1348 Shorebird Lane
				Carlsbad, CA 92007
				Telephone: 760- 602-9917
				Facsimile:



Vincent P. Salva
				12401 E. 43rd Suite 109
				Independence, MO 64055
				Telephone: 816- 363-2118
				Facsimile:


Richard K. Ausbrook
				636 San Mario
				Solana Beach, CA 92075
				Telephone:
				Facsimile:


To LJCI:		La Jolla Cove Investors, Inc.
			7817 Herschel Avenue, Suite 200
			La Jolla, CA  92037
			Telephone: 858 551-8703
			Facsimile: 858-551-0987

8. Severability.  In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or invalid, then this Agreement shall continue
in full force and effect without said provision.  If this Agreement
continues in full force and effect as provided above, the parties shall
replace the invalid provision with a valid provision which corresponds
as far as possible to the spirit and purpose of the invalid provision.

9. Counterparts.  This Agreement may be executed in any number of
counterparts, each of which may be executed by less than all of the
parties hereto, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one document.  Facsimile execution shall be deemed originals.

10. Entire Agreement.  This Agreement constitute the entire agreement
between the parties with respect to the subject matter hereof, and
supersede all prior oral or written agreements, representations or
warranties between the parties other than those set forth herein or
herein provided for.

11. Successors and Assigns.  The provisions hereof shall inure to the
benefit of, and be binding upon, the permitted successors and assigns,
heirs, executors, and administrators of the parties hereto.

12. Amendment and Waiver.  No modification or waiver of any provision of
this Agreement shall be binding upon the party against whom it is sought
to be enforced, unless specifically set forth in writing signed by an
authorized representative of that party.  A waiver by any party of any
of the terms or conditions of this Agreement in any one instance shall
not be deemed or construed to be a waiver of such terms or conditions
for the future, or of any subsequent breach thereof.  The failure by any
party hereto at any time to enforce any of the provisions of this
Agreement, or to require at any time performance of any of the provisions
hereof, shall in no way to be construed to be a waiver of such provisions
or to affect either the validity of this Agreement or the right of any
party to thereafter enforce each and every provision of this Agreement.

13.	Status of Shares.  The Guarantors acknowledge that the Debenture
being purchased by LJCI constitutes restricted securities and the resale
thereof by the Guarantors may be limited and subject to applicable
securities laws. In the event that the Guarantors acquire the Debenture
pursuant to the exercise of the Put Right or Call Right, they shall
acquire the Debenture for investment purposes and not with a view to
distribution.

IN WITNESS WHEREOF, LJCI, Robert M. Czajkowski, Vincent P. Salva, and
Richard K. Ausbrook have duly executed this Agreement as of the date
first above written.

La Jolla Cove Investors, Inc.			_____________________________
								Robert M. Czajkowski
By :_________________________________	_____________________________
								Vincent P. Salva

Title :_______________________________	_____________________________
						      	Richard K. Ausbrook

EX-15

LA JOLLA COVE INVESTORS, INC.
7817 HERSCHEL AVENUE, SUITE 200
LA JOLLA, CALIFORNIA 92037
	TELEPHONE:  (858) 551-8789
	FACSIMILE:    (858) 551-0987
E-MAIL: LJCI@SBCGLOBAL.NET
LA JOLLA SAN FRANCISCO
www.ljcinvestors.com


January 7, 2002


Mr. Robert M. Czajkowski
1348 Shorebird Lane
Carlsbad, CA 92007

Mr. Vincent P. Salva
12401 E. 43rd, Suite 109
Independence, MO 64055

Mr. Richard K. Ausbrook
636 San Mario
Solana Beach, CA 92075

Meltronix, Inc.
9577 Chesapeake Drive
San Diego, CA 92123


Re: Convertible Debenture, Put and Call Agreement,
Securities Purchase Agreement


Gentleman,

Reference is made to the following documents: a) 9 3/4%
Convertible Debenture due January 2, 2004 issued by Meltronix,
Inc. in favor of La Jolla Cove Investors, Inc., b) Put
and Call Agreement dated as of January 2, 2002 by and
between Robert M. Czajkowski, Vincent P. Salva,
Richard K. Ausbrook and La Jolla Cove Investors, Inc.,
and c) Securities Purchase Agreement dated as of
January 2, 2002 by and between Meltronix, Inc. and
La Jolla Cove Investors, Inc.

Throughout the Convertible Debenture and the Securities
Purchase Agreement there are references to a Registration
Rights Agreement.

















The parties understand and acknowledge that there is no
Registration Rights Agreement in connection with the
transaction, and all references to a Registration Rights
Agreement in any of the above documents are hereby deleted.

Sincerely,


Travis W. Huff
Portfolio Manager



Acknowledged and agreed:


___________________________
Robert M. Czajkowski


___________________________
Vincent P. Salva


___________________________
Richard K. Ausbrook


Meltronix, Inc.

By: ________________________

Title: ______________________

EX-3

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
MICROELECTRONIC PACKAGING, INC.
a California corporation

		Andrew Wrobel and Denis Trafecanty certify that:

		1.  They are the President and the Secretary, respectively,
of MICROELECTRONIC PACKAGING, INC., a California corporation.

		2.  Article I of the Amended and Restated Articles of
Incorporation of this corporation is amended to read as follows:

			The name of the corporation (herein called the
"Corporation") is MELTRONIX, INC.

		3.  The foregoing amendment of Amended and Restated
Articles of Incorporation has been duly approved by the Board of
Directors.

		4.  The foregoing amendment of Amended and Restated
Articles of Incorporation has been duly approved by the required
vote of shareholders in accordance with Section 902 and Section 903
of the California Corporations Code.  The total number of outstanding
shares of this corporation's Common Stock is Ten Million Eight Hundred
Fifty Six Thousand Eight Hundred Ninety (10,856,890).  There are no
outstanding shares of this corporation's Preferred Stock.  The number
of shares of this corporation's Common Stock voting in favor of the
Amendment equaled or exceeded the vote required.  The percentage vote
required was more than fifty percent (50%).

		The undersigned further declare under penalty of perjury
under the laws of the State of California that the matters set forth
in this certificate are true and correct of their own knowledge.

Date: October 14, 1999



___________________________		_________________________
Andrew Wrobel, President		Denis Trafecanty, Secretary

EX-4

CERTIFICATE OF AMENDMENT OF AMENDED AND
RESTATED ARTICLES OF INCORPORATION
OF
MICROELECTRONIC PACKAGING, INC.
a California corporation

Andrew Wrobel and Denis Trafecanty certify that:

1.  They are the President and the Secretary, respectively,
of MICROELECTRONIC PACKAGING, INC., a California corporation.

2.  Article III of the Restated Articles of Incorporation of
this corporation is amended to read as follows:

ARTICLE III

This corporation is authorized to issue two classes of shares
to be designated respectively "Common Stock" and "Preferred Stock."
The number of shares of Common Stock this corporation is authorized
to issue is Fifty Million (50,000,000), without par value.  The
number of shares of Preferred Stock this corporation is authorized to
issue is Nine Million Three Hundred Sixty Two Thousand Seven Hundred
Seventy Seven (9,362,777), without par value, all of which are
designated as "Series A Preferred Stock."

1.	Rights, Preferences, Privileges and Restrictions of
Common Stock.  The rights, preferences, privileges and restrictions
granted to and imposed on this corporation's Common Stock are as
follows:

A.	Dividend Rights.  Subject to any rights, preferences and
privileges that have been granted to the Series A Preferred Stock,
the holders of the Common Stock shall be entitled to receive, when
and as declared by the Board of Directors, out of any assets of the
corporation legally available therefor, such dividends as may be
declared from time to time by the Board of Directors.

B.	Liquidation Rights.  Subject to any rights, preferences and
privileges that have been granted to the Series A Preferred Stock,
in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the corporation, the holders of shares of the Common
Stock shall be entitled to receive all of the assets of the
corporation available for distribution to its shareholders, ratable
in proportion to the number of shares of the Common Stock held
by them.

C.	Redemption.  The Common Stock is not redeemable.

D.	Voting Rights.  Subject to any rights, preferences and
privileges that have been granted to the Series A Preferred Stock,
the holders of shares of Common Stock shall be entitled to vote on
all matters at all meetings of the shareholders of the corporation
and shall be entitled to one vote for each share of Common Stock
entitled to vote at such meeting.

2.	Rights, Preferences, Privileges and Restrictions of Series A
Preferred Stock.  The rights, preferences, privileges and
restrictions granted to and imposed on this corporation's Series A
Preferred Stock are as follows:

A.  Dividends.

1.  Fixed Amount.  Out of any assets legally available therefor,
the Board shall have discretion (but shall not be required) to
declare a dividend on the outstanding Series A Preferred Stock at
the fixed rate of Three Point Five Seven Cents ($0.0357) per share
per annum (subject to adjustment to equitably account for any stock
splits, stock dividends, combinations, recapitalizations or the like,
and not compounded from one year to the next) ("Fixed Amount
Dividends").  Fixed Amount Dividends shall be payable only when, as,
and if declared by the Board.  Fixed Amount Dividends payable to the
holders of Series A Preferred Stock pursuant hereto, whether or not
declared by the Board, shall at all times be cumulative until paid in
full, and shall be paid in preference and priority to any Common
Equivalent Dividends (as that term is defined in Section A(2) below),
and any dividend or other distribution being paid or distributed to
the holders of Common Stock.

2.  Common Equivalent.  Subject to the priority of the Fixed Amount
Dividends, in the event the Board declares a dividend on or other
distribution with respect to the corporation's outstanding common
stock ("Common Stock"), which is payable other than in Common Stock
and/or other securities or rights convertible into or entitling the
holder thereof to receive, directly or indirectly, additional shares
of Common Stock, then out of any assets legally available therefor,
the holders of Series A Preferred Stock shall concurrently receive
dividends or other distributions in an amount equal to (a) the amount
of the dividend or other distribution payable on one share of Common
Stock; multiplied by (b) the number of shares of Common Stock,
rounded to the nearest whole number (with one half being rounded
upward), into which the total number of shares of Series A Preferred
Stock held by such holder could be converted on the record date for
determining which holders of Common Stock are entitled to receive
the dividend or other distribution in question ("Common Equivalent
Dividends").  Common Equivalent Dividends payable to the holders of
Series A Preferred Stock pursuant hereto shall at all times be
cumulative until paid in full, and shall be paid in preference and
priority to any dividend or other distribution being paid or
distributed to the holders of Common Stock.

3.  Treatment Upon Conversion.  Upon any conversion of the Series A
Preferred Stock pursuant to the provisions of Section D hereof
entitled Conversion ("Triggering Conversion"), any Fixed Amount
Dividends and/or Common Equivalent Dividends payable with respect
to the shares of Series A Preferred Stock being converted
(collectively "Conversion Dividends"), shall concurrently be
converted into that number of shares of this corporation's fully
paid and nonassessable Common Stock determined by dividing the
dollar amount of the Conversion Dividends by the Conversion Price
applicable to the Triggering Conversion ("Dividend Conversion Shares").
Otherwise, the provisions of Section D hereof entitled Conversion shall
be applicable to the Dividend Conversion Shares in the same manner as
such provisions are applicable to any other shares of Common Stock to
be issued pursuant to the Triggering Conversion.


4.  Waiver.  Pursuant to the affirmative vote, written consent or
agreement  of the holders of a majority of the then outstanding Series
A Preferred Stock ("Approving Preferred Majority"), the Approving
Preferred Majority shall be entitled on behalf of all holders of
Series A Preferred Stock, to waive any dividend such holders would
otherwise be entitled to receive, including without limitation, any
Fixed Amount Dividends and/or Common Equivalent Dividends
(collectively the "Preferred Dividends").

B.  Liquidation Preference.  In the event of any liquidation,
dissolution or winding up of this corporation, either voluntary
or involuntary:

1.  Priority Distribution.  The holders of Series A Preferred Stock
shall be entitled to receive, prior and in preference to any
distribution of any of the assets or funds of this corporation to
the holders of Common Stock by reason of their ownership thereof, an
amount per share equal to the sum of (a) One Dollar and Two Cents
($1.02) for each outstanding share of Series A Preferred Stock
(subject to adjustment to equitably account for any stock splits,
stock dividends, combinations, recapitalizations or the like)
("Original Series A Issue Price"), plus (b) an amount equal to any
declared but unpaid dividends on such share, including without
limitation, any accumulated balance of Preferred Dividends
("Priority Distribution").  If the assets and funds thus distributed
among the holders of the Series A Preferred Stock shall be
insufficient to permit payment to such holders of the full amount
of the Priority Distribution, then the entire assets and funds of
this corporation legally available for distribution shall be
distributed ratably among the holders of the Series A Preferred
Stock in proportion to the amount of such stock owned by each
such holder.

2.  Acquisition or Sale.  For purposes of this Section B entitled
Liquidation Preference, a liquidation, dissolution or winding up of
this corporation shall be deemed to be occasioned by, or to include
(unless an Approving Preferred Majority shall determine otherwise),
(a) the acquisition of this corporation by another entity by means
of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation)
that results in the transfer of fifty percent (50%) or more of the
outstanding voting power of this corporation; or (b) a sale of all or
substantially all of the assets of this corporation (collectively
"Acquisition or Sale").  In the event of any Acquisition or Sale, if
the consideration received by this corporation or its shareholders is
other than cash, the value of the non-cash consideration will be deemed
to be equal to its fair market value, except that the value of any
securities received in any Acquisition or Sale shall be determined
as follows:

(a) For securities not subject to an investment letter or other
similar restriction on free marketability covered by Section
B(2)(b) below:

(i)  If traded on a securities exchange or through the Nasdaq
National Market, the value shall be deemed to be the average of the
closing prices of the securities on such exchange or system over the
thirty (30) day period ending three (3) days prior to the closing of
the Acquisition or Sale;

(ii)  If actively traded over-the-counter, the value shall be deemed
to be the average of the closing bid or sale prices (whichever is
applicable) over the thirty (30) day period ending three (3) days
prior to the closing of the Acquisition or Sale; or

(iii)  If there is no active public market, the value shall be the
fair market value thereof, as mutually determined by the Board and an
Approving Preferred Majority.

(b)  The method of valuation of securities subject to an investment
letter or other restriction on free marketability (other than
restrictions arising solely by virtue of a shareholder's status as an
affiliate or former affiliate) shall be to make an appropriate
discount from the market value determined above in Section B(2)(a),
to reflect the approximate fair market value thereof, as mutually
determined by the Board and an Approving Preferred Majority.

(c)  In the event the requirements of this Section B(2)(c) are not
complied with, this corporation shall forthwith either: (i) cause the
closing of the Acquisition  or Sale to be postponed until the time
such requirements have been complied with; or (ii) cancel the
Acquisition or Sale, in which event the rights, preferences, privileges
and restrictions of the holders of Series A Preferred Stock shall
revert to and be the same as such rights, preferences, privileges and
restrictions existing immediately prior to the date the first
Transaction Notice (as hereafter defined) is given.  This corporation
shall give each holder of record of Series A Preferred Stock written
notice of any impending Acquisition or Sale not later than (i) twenty
(20) days prior to the shareholders' meeting called to approve such
Acquisition or Sale, or (ii) twenty (20) days prior to the closing of
such Acquisition or Sale, whichever is earlier, and shall also notify
such holders in writing of the final approval of such Acquisition or
Sale (any of the foregoing a "Transaction Notice").  The first
Transaction Notice to be given shall describe the material terms and
conditions of the impending Acquisition or Sale, and this corporation
shall thereafter give holders of record of the Series A Preferred
Stock prompt notice of any material changes in such material terms
and conditions ("Material Change Notice").  The Acquisition or Sale
shall in no event take place sooner than twenty (20) days after this
corporation has given the first Transaction Notice, or sooner than
ten (10) days after this corporation has given any Material Change
Notice; provided, however, that such periods may be shortened by an
Approving Preferred Majority.

C.  Redemption.  To the extent it may otherwise lawfully do so, this
corporation shall be entitled, in the sole discretion of the Board,
to redeem all or any part of the outstanding shares of Series A
Preferred Stock, in accordance and compliance with the following
provisions:

1.  Notice.  Not less than twenty (20) and not more than thirty (30)
days prior to the date as of which the Board intends to give effect
to a redemption of some or all of the shares of Series A Preferred
Stock ("Redemption Date"), a written notice shall be mailed, first
class postage prepaid, to each holder of record (at the close of
business on the business day next preceding the day on which notice
is mailed) of the Series A Preferred Stock to be redeemed, at the
address last shown on the records of this corporation for such holder,
notifying such holder of the redemption to be effected on the
applicable Redemption Date, specifying each of the following: (a)
the number of shares to be redeemed from such holder ("Redemption
Shares"); (b) the Redemption Date; (c) the Series A Redemption Price
(as that term is hereafter defined); (d) the then applicable
Conversion Price (as that term is hereafter defined); (e) the date
of termination of the right to convert the Redemption Shares into
shares of Common Stock, which date shall not be earlier than five
(5) days prior to the Redemption Date ("Conversion Termination
Date"); and (e) the place at which payment may be obtained; and
shall call upon such holder to surrender to this corporation, in
the manner and at the place designated, his, her or its
certificate or certificates representing the shares to be
redeemed ("Redemption Notice").

2.  Partial Redemptions to be Pro-Rata.  In the event a Redemption
Notice specifies that less than all of the outstanding shares of
Series A Preferred Stock are to be redeemed, then the number of
shares of Series A Preferred Stock to be redeemed shall be
allocated pro-rata among all of the holders thereof, based on
the proportionate number of shares of Series A Preferred Stock
held by each such holder.

3.  Conversion Prior to Redemption.  Upon receiving a Redemption
Notice, at any time prior the to Conversion Termination Date stated
therein, each holder of Series A Preferred Stock shall be entitled
to convert some or all of the Redemption Shares into shares of
Common Stock pursuant to the provisions of Section D(1) below.
Any such conversion shall be deemed to take place on the Redemption
Date.  Any shares of Series A Preferred Stock not converted to shares
of Common Stock pursuant hereto shall remain subject to redemption
pursuant to the provisions of this Section C entitled Redemption,
and as set forth in the Redemption Notice.  If this corporation
fails to carry out the redemption of any Redemption Shares that
are not converted to shares of Common Stock pursuant to this
Section C(3), then in such event, the redemption described in the
Redemption Notice shall be deemed null and void, and any conversion
of shares of Series A Preferred Stock into shares of Common Stock
pursuant hereto, shall also be deemed null and void.

4.  Redemption Price.  The price per share required to be paid by the
corporation upon the redemption of any share of Series A Preferred
Stock pursuant hereto shall be equal to the sum of (a) the Original
Series A Issue Price (subject to adjustment to equitably account for
any stock splits, stock dividends, combinations, recapitalizations or
the like), plus (b) an amount equal to any declared but unpaid
dividends on such share, including without limitation, any
accumulated balance of Preferred Dividends ("Series A Redemption
Price").

5.  Certificates.  On or after the Redemption Date, each holder of
Redemption Shares that have not been converted into shares of Common
Stock pursuant to Section C(3) hereof, shall surrender to this
corporation the certificate or certificates representing such
Redemption Shares ("Redemption Certificates"), in the manner and at
the place designated in the Redemption Notice, and thereupon the
applicable Series A Redemption Price shall be payable to the order
of the person whose name appears on such certificate or certificates
as the owner thereof and each surrendered certificate shall be
canceled.  In the event less than all the shares represented by any
such certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.  If on the Redemption Date the
funds necessary for the redemption of the Redemption Shares shall be
available therefor, then any Redemption Shares so called for redemption
for which Redemption Certificates are not surrendered, shall
nevertheless be considered redeemed, and all rights of the holders
thereof shall be terminated, except for only the right to receive the
Redemption Price without interest upon the surrender of the
Redemption Certificates.

				6.  Payment.  Concurrently with receiving the
Redemption Certificates, this corporation shall pay the Series A
Redemption Price to the person whose name appears on the Redemption
Certificates, in cash in one
lump sum.

				7.  No Previous Redemption of Common Stock.
At all times while any shares of Series A Preferred Stock are outstanding,
this corporation shall not redeem any shares of Common Stock, unless such
redemption has been authorized by an Approving Preferred Majority.

			D.  Conversion.  The holders of the Series A Preferred
Stock shall have conversion rights as follows ("Conversion Rights"):

				1.  Voluntary Conversion.  Each share of Series
A Preferred Stock shall be convertible, (i) at the sole option of the
holder thereof, at any time after the date of issuance of such share, or
(ii) at the sole option of the holder thereof, on or prior to the fifth
(5th) day prior to the Redemption Date, if any, as may have been fixed
in any Redemption Notice with respect to such share of the Series A
Preferred Stock, at the office of this corporation or any transfer agent
for such stock and in the manner provided in Section 2(D)(3) hereof
("Voluntary Conversion"), into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing the
Original Series A Issue Price by the Conversion Price applicable to such
share, determined as hereafter provided, in effect on the date the
certificate is surrendered for conversion.  The initial Conversion
Price per share for shares of Series A Preferred Stock shall be Fifty
One Cents ($0.51); provided, however, that the Conversion Price for the
Series A Preferred Stock shall be subject to adjustment as set forth in
Section D(4) below.

2.  Automatic Conversion.  In addition to the right of Voluntary
Conversion provided in Section 2(D)(1) hereof, each share of Series A
Preferred Stock shall automatically be converted into shares of Common
Stock at the Conversion Price in effect at that time for the Series A
Preferred Stock, immediately upon this corporation's receipt of the
written consent of the Approving Preferred Majority to the conversion of
all then outstanding Series A Preferred Stock under this Section D.

3.  Mechanics of Conversion.  Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common
Stock, he or she shall surrender the certificate or certificates
therefor, duly endorsed, at the office of this corporation or of any
transfer agent for the Series A Preferred Stock, and shall give written
notice to this corporation at its principal corporate office, of
the election to convert the same and shall state therein the name or
names in which the certificate or certificates for shares of Common
Stock are to be issued.  This corporation shall, within two (2) days
after receipt of such written notice, issue and deliver at such office
to such holder of Series A Preferred Stock, or to the nominee or
nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder shall be entitled as
aforesaid.  Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender
of the shares of Series A Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock as of such date.

Regardless of any of the foregoing provisions, this corporation shall
not be obligated to issue certificates evidencing the shares of Common
Stock issuable upon such conversion unless certificates evidencing the
shares of Series A Preferred Stock being converted are either delivered
to the corporation or any transfer agent as provided herein, or the
holder notifies the corporation or any transfer agent that such
certificates have been lost, stolen, or destroyed and executes an
agreement reasonably satisfactory to the corporation to indemnify
the corporation from any loss reasonably incurred by it in connection
therewith.

4.  Conversion Price Adjustments of Preferred Stock for Certain
Dilutive Issuances, Splits and Combinations.  The Conversion Price
of the Series A Preferred Stock shall be subject to adjustment from
time to time as follows:

(a)  If this corporation shall issue, after the date upon which any
shares of Series A Preferred Stock were first issued ("Purchase
Date"), any Additional Stock (as hereafter defined) without
consideration or for a consideration per share less than the
Conversion Price for the Series A Preferred Stock in effect
immediately prior to the issuance of such Additional Stock, the
Conversion Price for the Series A Preferred Stock in effect
immediately prior to each such issuance shall forthwith (except as
otherwise provided in this Section D(4)) be adjusted to a price
determined by multiplying such Conversion Price by a fraction, (i) the
numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to the issuance of the Additional Stock
in question (including shares of Common Stock deemed to be issued
pursuant to Section D(4)(f)(i) or (ii) hereof, but not including shares
excluded from the definition of Additional Stock by Section D(4)(g)
(ii) hereof), plus the number of shares of Common Stock that the
aggregate consideration received by this corporation for such issuance
would purchase at such Conversion Price; and (ii) the denominator of
which shall be the number of shares of Common Stock outstanding
immediately prior to such issuance (including shares of Common Stock
deemed to be issued pursuant to Section D(4)(f)(i) or (ii) hereof, but
not including shares excluded from the definition of Additional Stock
by Section D(4)(g)(ii) hereof), plus the number of shares of Additional
Stock in question.

(b)  No adjustment of the Conversion Price for the Series A Preferred
Stock shall be made in an amount less than one cent per share, provided
that any adjustments that are not required to be made by reason of this
sentence shall be carried forward and shall be either taken into account
in any subsequent adjustment made prior to three (3) years from the date
of the event giving rise to the adjustment being carried forward, or
shall be made at the end of three (3) years from the date of the event
giving rise to the adjustment being carried forward.

(c)  Except to the extent provided for in Section D(4)(f)(iii) and
(iv) hereof, and Section D(4)(i) hereof, no adjustment of the Conversion
Price pursuant to this Section D(4) shall have the effect of increasing
the Conversion Price above the Conversion Price in effect immediately
prior to such adjustment.

(d)  In the case of the issuance of Common Stock for cash, the
consideration shall be deemed to be the amount of cash paid therefor
before deducting any reasonable discounts, commissions or other expenses
allowed, paid or incurred by this corporation for any underwriting or
otherwise in connection with the issuance and sale thereof.

(e)  In the case of the issuance of the Common Stock for a consideration
in whole or in part other than cash, the consideration shall be deemed to
be the fair market value thereof as determined in good faith by the Board
irrespective of any accounting treatment.

(f) In the case of the issuance (whether before, on or after the
applicable Purchase Date) of options to purchase or rights to subscribe
for Common Stock, securities by their terms ultimately convertible into
or exchangeable for Common Stock, or options to purchase or rights to
subscribe for such convertible or exchangeable securities, the following
provisions shall apply for all purposes of Sections D(4)(a) through (g)
hereof:

(i)  The aggregate maximum number of shares of Common Stock deliverable
upon exercise (assuming the satisfaction of any conditions to
exercisability, including without limitation, the passage of time, but
without taking into account potential antidilution adjustments), to the
extent then exercisable, of such options to purchase or rights to
subscribe for Common Stock shall be deemed to have been issued at the
time such options or rights were issued and for a consideration equal
to the consideration (determined in the manner provided in Section
D(4)(d) and (e) hereof), if any, received by this corporation upon the
issuance of such options or rights plus the minimum exercise price
provided for in such options or rights (without taking into account
potential antidilution adjustments) for the Common Stock covered
thereby.

(ii)  The aggregate maximum number of shares of Common Stock deliverable
upon conversion of, or in exchange for (assuming the satisfaction of any
conditions to convertibility or exchangeability, including, without
limitation, the passage of time, but without taking into account
potential antidilution adjustments), to the extent then convertible or
exchangeable, any such convertible or exchangeable securities, or upon
the exercise of options to purchase or rights to subscribe for such
convertible or exchangeable securities and the subsequent conversion or
exchange thereof, shall be deemed to have been issued at the time such
securities were issued or such options or rights were issued and for a
consideration equal to (1) the consideration, if any, received by this
corporation for any such securities and related options or rights
(excluding any cash received on account of accrued interest or accrued
dividends); plus (2) the minimum additional consideration, if any, to be
received by this corporation (without taking into account potential
antidilution adjustments) upon the conversion or exchange of such
securities or the exercise of any related options or rights (the
consideration in each case to be determined in the manner provided in
Sections D(4)(d) and (e) hereof).

(iii)  In the event of any change in the number of shares of Common
Stock deliverable or in the consideration payable to this corporation
upon exercise of such options or rights or upon conversion of or in
exchange for such convertible or exchangeable securities, including,
but not limited to, a change resulting from the antidilution provisions
thereof, then the Conversion Price of the Series A Preferred Stock, to
the extent in any way affected by or computed using such options,
rights or securities, shall be recomputed to reflect such change, but
no further adjustment shall be made for the actual issuance of Common
Stock or any payment of such consideration upon the exercise of any such
options or rights or the conversion or exchange of such securities.
However, in no event shall (1) the amount of any increase in the
Conversion Price that may result from any recomputation pursuant to
this Section 2.D.4(f)(iii) of this Article III, as a proportion of the
Conversion Price in effect at the time such recomputation takes place
("Proportionate Increase"); be greater than (2) the amount of any
decrease in the Conversion Price that occurred as a result of the
issuance of the options, rights, or convertible or exchangeable
securities in question, as a proportion of the Conversion Price in
effect at the time such decrease took place ("Proportionate
Decrease").

(iv)  Upon the expiration of any such options or rights, the termination
of any such rights to convert or exchange or the expiration of any
options or rights related to such convertible or exchangeable
securities, the Conversion Price of the Series A Preferred Stock, to
the extent in any way affected by or computed using such options,
rights or securities or options or rights related to such securities,
shall be recomputed to reflect the issuance of only the number of
shares of Common Stock (and convertible or exchangeable securities
that remain in effect) actually issued upon the exercise of such
options or rights, upon the conversion or exchange of such securities
or upon the exercise of the options or rights related to such
securities.  However, in no event shall (1) the amount of any
increase in the Conversion Price that may result from any recomputation
pursuant to this Section 2.D.4(f)(iv) of this Article III, as a
proportion of the Conversion Price in effect at the time such
recomputation takes place ("Proportionate Increase"); be greater than
(2) the amount of any decrease in the Conversion Price that occurred as
a result of the issuance of the options, rights, or convertible or
exchangeable securities in question, as a proportion of the Conversion
Price in effect at the time such decrease took place ("Proportionate
Decrease").

(v)  The number of shares of Common Stock deemed issued and the
consideration deemed paid therefor pursuant to Sections D(4)(f)(i)
and (ii) hereof, shall be appropriately adjusted to reflect any change,
termination or expiration of the type described in either Section
D(4)(f)(iii) and (iv) hereof.

(g) For purposes of this Section D(4), the term "Additional Stock"
shall mean any shares of Common Stock issued (or deemed to have been
issued pursuant to Section D(4)(f)) by this corporation after the
Purchase Date, except for any of the following:

(i) Common Stock issued pursuant to a transaction described in
Section D(4)(h) below; or

(ii) Common Stock issuable or issued to (1) employees, consultants
or directors of this corporation directly or pursuant to a stock
option plan or restricted stock plan, and such issuance has been
approved by the Board, or (2) vendors or joint venture partners of
this corporation, but only if such issuance  is in a transaction
with primarily a non-financing purpose, and has been approved by
the Board.

(h)  In the event this corporation should at any time or from time
to time after the Purchase Date fix a record date for the
effectuation of a split or subdivision of the outstanding shares of
Common Stock or the determination of holders of Common Stock entitled
to receive a dividend or other distribution payable in additional
shares of Common Stock or other securities or rights convertible into,
or entitling the holder thereof to receive directly or indirectly,
additional shares of Common Stock (collectively referred to as "Common
Stock Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion
or exercise thereof), then, as of such record date (or the date of such
dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of the Series A Preferred Stock shall be
appropriately decreased so that the number of shares of common Stock
issuable on conversion of each share of such series shall be increased
in proportion to such increase of the aggregate of shares of Common
Stock outstanding and those issuable with respect to such Common Stock
Equivalents (with the number of shares issuable with respect to Common
Stock Equivalents determined from time to time in the manner provided
for deemed issuances in Section D(4)(f) hereof).

(i)  If the number of shares of Common Stock outstanding at any time
after the Purchase Date is decreased by a combination of the outstanding
shares of Common Stock, then, following the record date of such
combination, the Conversion Price for the Series A Preferred Stock shall
be appropriately increased so that the number of shares of Common Stock
issuable on conversion of each share of such series shall be decreased in
proportion to such decrease in outstanding shares.

5.  Other Distributions.  In the event this corporation shall declare a
distribution payable in securities of other persons, evidences of
indebtedness issued by this corporation or other persons, assets
(excluding cash dividends) or options or rights not referred to in
Section D(4)(h) hereof, then, in each such case for the purpose of this
Section D(5), the holders of the Series A Preferred Stock shall be
entitled to a proportionate share of any such distribution as though
they were the holders of the number of shares of Common Stock of this
corporation into which their shares of Series A Preferred Stock are
convertible as of the record date fixed for the determination of the
holders of Common Stock of this corporation entitled to receive such
distribution.

6.  Recapitalizations.  If at any time or from time to time there
shall be a recapitalization or reclassification of the Common Stock
(other than a subdivision, combination or merger or sale of assets
transaction provided for elsewhere in this Section D entitled
Conversion, or in Section B hereof entitled Liquidation Preference,
provision shall be made so that the holders of the Series A Preferred
Stock shall thereafter be entitled to receive upon conversion of the
Series A Preferred Stock the number of shares of stock or other
securities or property of this corporation or otherwise, to which a
holder of Common Stock deliverable upon conversion would have been
entitled on such recapitalization orreclassification.  In any such
case, appropriate adjustment shall be made in the application of the
provisions of this Section D entitled Conversion, with respect to the
rights of the holders of the Series A Preferred Stock after the
recapitalization or reclassification, to the end that the provisions
of this Section D entitled Conversion (including adjustment of the
Conversion Price then in effect and the number of shares purchasable
upon conversion of the Series A Preferred Stock) shall be applicable
after that event as nearly equivalent as may be practicable.

7.  No Impairment.  This corporation will not, by amendment or
restatement of its Articles of Incorporation or through any
reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution, issuance or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by this
corporation, but will at all times in good faith assist in the carrying
out of all the provisions of this Section D entitled Conversion, and in
the taking of all such action as may be necessary or appropriate in
order to protect the Conversion Rights of the holders of the Series A
Preferred Stock against impairment.

8.  No Fractional Shares.  No fractional shares shall be issued upon
the conversion of any share or shares of the Series A Preferred Stock,
and the number of shares of Common Stock to be issued shall be rounded
to the nearest whole share (with one half being rounded upward).
Whether or not fractional shares are issuable upon such conversion
shall be determined on the basis of the total number of shares of
Series A Preferred Stock the holder is at the time converting into
Common Stock and the number of shares of Common Stock issuable upon such
aggregate conversion.

9.  Certificate of Adjustment.  Upon the occurrence of each adjustment
or readjustment of the Conversion Price of Series A Preferred Stock
pursuant to this Section D entitled Conversion, this corporation, at
its expense, shall promptly compute such adjustment or readjustment
in accordance with the terms hereof and prepare and furnish to each
holder of Series A Preferred Stock a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based.  This corporation shall, upon
the written request at any time of any holder of Series A Preferred
Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (a) such adjustment and readjustment, (b)
the Conversion Price for such series of Preferred Stock at the time in
effect, and (c) the number of shares of Common Stock and the amount,
if any, of other property that at the time would be received upon the
conversion of a share of Series A Preferred
Stock.

10.  Notices of Record Date.  In the event of any taking by this
corporation of a record of the holders of any class of securities
for the purpose of determining the holders thereof who are entitled
to receive any dividend (other than a cash dividend) or other
distribution, any right to subscribe for, purchase or otherwise acquire
any shares of stock of any class or any other securities or property,
or to receive any other right, this corporation shall mail to each
holder of Series A Preferred Stock, at least twenty (20) days prior to
the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend, distribution
or right, and the amount and character of such dividend, distribution or
right.

11.  Reservation of Stock Issuable Upon Conversion.  This corporation
shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of the Series A Preferred Stock,
such number of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of the
Series A Preferred Stock; and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of the Series A Preferred
Stock, in addition to such other remedies as shall be available to the
holder of such Series A Preferred Stock, this corporation will take
such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to
obtain the requisite shareholder approval of any necessary amendment to
the corporation's articles of incorporation.

12.  Notices.  Any notice required by the provisions of this Section D
entitled Conversion, to be given to the holders of shares of Series A
Preferred Stock shall be deemed given if deposited in the United States
mail, postage prepaid, and addressed to each holder of record at his
address appearing on the books of this corporation.

E.  Voting Rights.

1.	Generally.  The holder of each share of Series A Preferred
Stock shall have the right to one vote for each share of Common Stock
into which such Series A Preferred Stock could then be converted, and
with respect to such vote, such holder shall have full voting rights
and powers equal to the voting rights and powers of the holders of
Common Stock, and shall be entitled, notwithstanding any provision
hereof, to notice of any shareholders' meeting in accordance with the
bylaws of this corporation, and shall be entitled to vote, together
with holders of Common Stock, with respect to any question upon which
holders of Common Stock have the right to vote.  Fractional votes shall
not, however, be permitted and any fractional voting rights available on
an as-converted basis (after aggregating all shares into which shares of
Series A Preferred Stock held by each holder could be converted) shall
be rounded to the nearest whole number (with one-half being rounded
upward).

2.	Board of Directors Election and Removal.

(a)	Election.  So long as any shares of Series A Preferred Stock are
outstanding:  (i) the holders of the Series A Preferred Stock, voting
as a separate series (with cumulative voting rights as among themselves
in accordance with Section 708 of the California Corporations Code),
shall be entitled to elect one (1) director of this corporation; and
(ii) the holder of the Series A Preferred Stock and the Common Stock,
voting together as a single class (with cumulative voting rights as
among themselves in accordance with Section 708 of the California
Corporations Code), shall be entitled to elect the remaining
directors of this corporation.

(b)	Quorum; Required Vote.

(i)	Quorum.  At any meeting held for the purpose of electing
directors, the presence in person or by proxy: (A) of the holders of
a majority of the shares of the Series A Preferred Stock shall
constitute a quorum of the Series A Preferred Stock for the election
of directors to be elected solely by the holders of the Series A
Preferred Stock; and (B) of holders of Series A Preferred Stock and
Common Stock representing a majority of the voting power of all the
then-outstanding shares of the directors to be elected jointly by the
holders of the Series A Preferred Stock and the Common Stock.

(ii)	Required Vote.  With respect to the election of any director or
directors by the holders of the outstanding shares of a specified
series, series', class or classes of stock given the right to elect
such director or directors pursuant to Section E(2)(a) above (the
"Specified Stock"), that candidate or those candidates (as applicable),
shall be elected who either: (i) in the case of any such vote conducted
at a meeting of the holders of such Specified Stock, receive the
highest number of affirmative votes of the outstanding shares of such
Specified Stock, up to the number of directors to be elected by such
Specified Stock; or (ii) in the case of any such vote taken by written
consent without a meeting, are elected by the unanimous written consent
of the holders of the shares of such Specified Stock, except that, if
such vote is to fill a vacancy on the Board other than a vacancy
created by removal of a director, such vacancy may be filled election
by the written consent of the holders of a majority of the outstanding
shares of such Specified Stock.

(c)	Vacancy.  If there shall be any vacancy in the office of a
director elected by the holders of any Specified Stock pursuant to
Section E(2)(a), then a successor to hold office for the unexpired
term of such director may be elected by either: (i) the remaining
director or directors (if any) in the office that were so elected by
the holders of such Specified Stock, by the affirmative vote of a
majority of such directors (or by the sole remaining director elected
by the holders of such Specified Stock if there be but one); or (ii)
the required vote of holders of the shares of such Specified Stock
specified in Section E(2)(b)(ii) above that are entitled to elect such
director under Section E(2)(a).

(d)	Removal.  Subject to Section 303 of the California Corporations
Code, any director who shall have been elected to the Board by the
holders of any Specified Stock pursuant to Section E(2)(a) or by any
director or directors elected by holder of any Specified Stock as
provided in Subsection E(2)(c), may be removed during his or her term
of office, either with or without cause, by, and only by, the
affirmative vote of shares representing a majority of the voting power
of all the outstanding shares of such Specified Stock entitled to vote
given either at a meeting of such shareholders duly called for that
purpose or pursuant to a written consent of shareholders without a
meeting, and any vacancy created by such removal may be filled only
in the manner provided in Section E(2)(c).

(e)	Procedures.  Any meeting of the holders of any Specified Stock,
and any action taken by the holders of any Specified Stock written
consent without a meeting, in order to elect or remove a director
under this Section E(2), shall be held in accordance with the
procedures and provisions of this corporation's bylaws, the
California Corporations Code and applicable law regarding shareholder
meetings and shareholder actions by written consent, as such are then
in effect  (including, but not limited to, procedures for determining
the record date for shares entitled to vote).

F.  Protective Provisions.  So long as any shares of Series A Preferred
Stock are outstanding, this corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law)
of the holders of at least two thirds (2/3) of the then outstanding
shares of Series A Preferred Stock:

1.  Sell, convey, or otherwise dispose of all or substantially all of
its property or business or merge into or consolidate with any other
corporation (other than a wholly-owned subsidiary corporation) or
effect any transaction or series of related transactions in which more
than fifty percent (50%) of the voting power of this corporation is
disposed of;

2.  Alter or change the rights, preferences or privileges of the shares
of Series A Preferred Stock.

3.  Increase or decrease (other than by redemption or conversion) the
total number of authorized shares of Series A Preferred Stock;

4.  Authorize or issue, or obligate itself to issue, any other equity
security, including any other security convertible into or exercisable
for any equity security senior to or on a parity with the Series A
Preferred Stock with respect to dividends, liquidation, redemption
or voting;

5.  Redeem, purchase or otherwise acquire (or pay into or set aside for
a sinking fund for such purpose) any share or shares of the capital
stock of this corporation; provided, however, that this restriction
shall not apply to (i) the repurchase of shares of Common Stock from
employees, officers, directors, consultants or other persons performing
services for this corporation or any subsidiary pursuant to agreements
under which this corporation has the option to repurchase such shares
at cost, or at cost upon the occurrence of certain events, such as the
termination of employment, or (ii) the redemption of any share or shares
of Preferred Stock in accordance with the provisions of Section C hereof
entitled Redemption;

6.  Amend or otherwise modify this corporation's articles of
incorporation in such a manner as to alter or change the rights,
preferences or privileges of the shares of Series A Preferred Stock so
as to adversely affect such shares;

7.  Declare or pay any dividends or other distributions of any kind on
or with respect to shares of Common Stock (other than such a dividend
payable solely in the form of shares of Common Stock);

8.  Declare or pay any dividends or other distributions of any kind
on or with respect to shares of Series A Preferred Stock, except for
Fixed Amount Dividends.

9.  Take any other action with respect to which the holders of Series A
Preferred Stock are entitled to vote and/or grant approval as a
separate class or series under the applicable laws of the State of
California.

10.	Reclassify any outstanding shares of securities of this
corporation into shares having  rights, preferences or privileges
senior to or on a parity with the Series A Preferred Stock.

G.  Status of Redeemed or Converted Stock.  In the event any shares of
Series A Preferred Stock shall be redeemed or converted pursuant to
Section C hereof entitled Redemption, or Section D hereof entitled
Conversion, the shares so redeemed or converted shall be canceled.

3.  The foregoing amendment of Amended and Restated Articles of
Incorporation has been duly approved by the Board of Directors.

4.  The foregoing amendment of Amended and Restated Articles of
Incorporation has been duly approved by the required vote of
shareholders in accordance with Section 902 and Section 903 of the
California Corporations Code.  The total number of outstanding shares
of this corporation's Common Stock is Ten Million Eight Hundred
Fifty Six Thousand Eight Hundred Ninety (10,856,890).  There are no
outstanding shares of this corporation's Preferred Stock.  The number
of shares of this corporation's Common Stock voting in favor of the
Amendment equaled or exceeded the vote required.  The percentage vote
required was more than fifty percent (50%).

The undersigned further declare under penalty of perjury under the
laws of the State of California that the matters set forth

in this certificate are true and correct of their own knowledge.


Date:  July 30, 1999



_____________________________		________________________________
Andrew Wrobel, President		Denis Trafecanty, Secretary

EX-6

CONVERTIBLE PROMISSORY NOTE

$250,000.00							Date: December 29, 2000

		FOR VALUE RECEIVED, Meltronix, Inc., a California corporation
("Meltronix"), promises to pay to La Jolla Cove Investors, Inc. ("LJCI"),
the principal sum of Two Hundred Fifty Thousand Dollars ($250,000.00),
with interest thereon, in accordance with the terms and conditions of
this convertible promissory note ("Note").  This Note is entered into
in connection with the Loan Agreement and Stock Issuance Agreement
entered into between Meltronix and LJCI ("Agreement") effective as of
December 29, 2000 ("Effective Date").

		1.	The unpaid portion of the principal balance of this
Note shall bear simple interest until paid in full, at an annual rate
of ten percent (10%), accrued from the date of January 4, 2001.
Accrued interest shall be payable from January 4, 2001, monthly in
arrears.  In no event shall any accrued interest outstanding at any
time be included as part of the Conversion Election (as hereafter
defined).

		2.	The entire outstanding balance of this Note,
including all principal, and any previously unpaid accrued interest
that may be outstanding at that time, shall be due and payable in
full in one lump sum upon the earliest to occur of the following:

			2.1	December 28, 2002.

			2.2	In the event (and only in the event) LJCI has
not made any Conversion Election (as hereafter defined) as of or prior
to December 29, 2001, then not later than five (5) days after such date
("First Acceleration Period"), LJCI shall be entitled to give Meltronix
a written notice declaring the entire outstanding balance of this Note,
including all principal, and any previously unpaid accrued interest,
due and payable in full in one lump sum ("First Acceleration Notice"),
in which case this Note shall be due and payable in full as of the date
LJCI gives the First Acceleration Notice to Meltronix.  In the event
LJCI does not give Meltronix the First Acceleration Notice during the
First Acceleration Period, then LJCI shall no longer be entitled to give
Meltronix the First Acceleration Notice, and the provisions of this
Section 2.2 shall be deemed automatically and irrevocably canceled.

			2.3	In the event (and only in the event) LJCI has not
made any Conversion Election (as hereafter defined) as of or prior to
June 29, 2001, then not later than five (5) days after such date
("Second Acceleration Period"), LJCI shall be entitled to give
Meltronix a written notice declaring the entire outstanding balance
of this Note, including all principal, and any previously unpaid
accrued interest, due and payable in full in one lump sum ("Second
Acceleration Notice"), in which case this Note shall be due and payable
in full as of the date LJCI gives the Second Acceleration Notice to
Meltronix.  In the event LJCI does not give Meltronix the Second
Acceleration Notice during the Second Acceleration Period, then LJCI
shall no longer be entitled to give Meltronix the Second Acceleration
Notice, and the provisions of this Section 2.3 shall be deemed
automatically and irrevocably canceled.

			2.4	In addition to the foregoing, portions of the
principal balance of this Note shall also be subject to pre-payment
pursuant to the provisions of Sections 9.8 and 9.9 hereof.

		3.	All payments made pursuant under this Note shall be
applied (i) first, to pay any costs and expenses incurred by LJCI in
the event LJCI is required to enforce this Note against Meltronix;
(ii) second, to pay any accrued interest; and (iii) third, to pay the
principal balance of this Note.

		4.	Upon the occurrence of any Event of Default (as that
term is hereafter defined), LJCI may, at any time thereafter, without
demand, presentment, protest, notice of protest, notice of maturity or
non-payment, notice of dishonor, or any other notices or demands
whatsoever in connection with the delivery, acceptance, performance,
default, endorsement, or guaranty of this Note, accelerate the unpaid
balance of all amounts owing under this Note, and declare such unpaid
balance immediately due and payable.  For purposes of this Note, the
occurrence of any one of the following events shall constitute an
"Event of Default":

			(a)	Meltronix shall default in the payment of
principal of or interest on this Note as and when the same shall be
due and payable and, in the case of an interest payment default, such
default shall continue for three (3) business days after the date such
interest payment was due, or Meltronix shall fail to perform or observe
in any other covenant, agreement, term, provision, undertaking or
commitment under this Note and/or the Agreement and/or the Registration
Rights Agreement, and such default shall continue for a period of ten
(10) business days after the delivery to Meltronix of written notice
that Meltronix is in default hereunder or thereunder;

			(b)	Any of the representations or warranties made
by Meltronix herein or in the Agreement or in the Registration Rights
Agreement shall be false or misleading in any material respect as of
the Effective Date;

			(c)	Under the laws of any jurisdiction not otherwise
covered by clauses (d) and (e) below, Meltronix (i) makes a general
assignment for the benefit of creditors; or (ii) institutes or has
instituted against it any proceeding seeking (x) to adjudicate it a
bankrupt or insolvent, (y) liquidation, winding-up, reorganization,
arrangement, adjustment, protection, relief or composition of it or
its debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors including any plan of compromise or
arrangement or other corporate proceeding involving or affecting its
creditors, or (z) the entry of an order for relief or the appointment
of a receiver, trustee or other similar or it or for any substantial
part of its properties and assets, and in the case of any such official
proceeding instituted against it (but not instituted by it), either
the proceeding remains undismissed or unstayed for a period of sixty
(60) calendar days, or any of the actions sought in such proceeding
(including the entry of an order for relief against it or the
appointment of a receiver, trustee, custodian or other similar official
for it or for any substantial part of its properties and assets) occurs.

			(d)	The entry of a decree or order by a court having
jurisdiction in the premises adjudging Meltronix a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of Meltronix
under the Bankruptcy Code (as hereafter defined) or any other applicable
federal or state law, or appointing a receiver, liquidator, assignee,
trustee or sequestrator (or other similar official) of Meltronix or of
any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and any such decree or order continues and
is unstayed and in effect for a period of sixty (60) calendar days;

			(e)	The institution by Meltronix of proceedings
to be adjudicated a bankrupt or insolvent, or the consent by it to
the institution of bankruptcy or insolvency proceedings against it,
or the filing by it of a petition or answer or consent seeking
reorganization or relief under the Bankruptcy Code (as hereafter
defined) or any other applicable federal or state law, or the consent
by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee or sequestrator (or other
similar official) of Meltronix or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors;

			(f)	It becomes unlawful for Meltronix to perform
or comply with its obligations under this Note or the Agreement in
any respect;

		5.	Meltronix agrees and promises to pay all of LJCI's
reasonable attorneys' fees and other costs and expenses incurred by
LJCI with respect to collection, suit, or other proceedings to enforce
this Note.

		6.	No delay or omission on LJCI's part in exercising
any rights under, or failure to insist upon prompt compliance with
		7.	All of the covenants, stipulations, promises and
agreements by or on behalf of Meltronix relating to this Note shall
be deemed material and shall bind its successors and assigns, whether
so expressed or not.

		8.	Time is of the essence of each obligation of
Meltronix under this Note.

		9.	Conversion of Note into Common Stock.

			9.1	Subject to the provisions of Sections 9.8 and
9.9 hereof, at any time after December 29, 2000, LJCI will have sole
discretion to elect to convert all or any portion of the outstanding
principal amount due under this Note (not including accrued interest),
in increments of not less than Ten Thousand Dollars ($10,000.00), into
shares of common stock of Meltronix ("Common Stock").  In the event
LJCI makes this election ("Conversion Election"), the terms and
conditions of LJCI's conversion of this Note into shares of Common
Stock will be as follows:

			9.2	LJCI may make the Conversion Election by
sending a written notice of such election to Meltronix at any time
after December 29, 2000, stating the portion of the outstanding
principal balance of this Note (not including accrued interest)
("Conversion Amount") LJCI wishes to convert into Common Stock
("Conversion Notice").  Regardless of any other provision of this
Note, LJCI shall be deemed to have automatically made a Conversion
Election and given Meltronix a Conversion Notice with respect to the
entire outstanding principal balance of this Note, and the entire
outstanding principal balance of this Note shall be deemed to have
been automatically converted into shares of Common Stock in accordance
with the provisions hereof ("Automatic Conversion Election"),
immediately prior to the date of the closing of any Acquisition
Transaction (as hereafter defined), but only if as a result of the
Acquisition Transaction, in exchange for the Common Stock issued to
LJCI as a result of the Automatic Conversion Election, LJCI will
receive on the same basis as all other holders of the common stock of
Meltronix, either (a) cash; and/or (b) shares of the capital stock of
the acquirer in the Acquisition Transaction that are registered with
the United States Securities and Exchange Commission and traded on
either the Over-The-Counter Bulletin Board service of the National
Association of Securities Dealers, Inc. ("OTCBB"), NASDAQ or other
national market or national exchange in the United States.  For
purposes hereof, the term "Acquisition Transaction" includes any
reorganization, consolidation, merger, sale, acquisition or other
similar transaction pursuant to which all or substantially all of
the capital stock and/or the assets of Meltronix are acquired by a
third party.

			9.3	As of the date Meltronix receives the
Conversion Notice ("Conversion Date") the Conversion Amount will
be deemed to be converted into shares of Common Stock to be issued
to LJCI as of the Conversion Date, and the outstanding principal
balance of the Loan shall be reduced by the Conversion Amount.

			9.4	The entire amount of the Common Stock to be
issued to LJCI pursuant to the Conversion Election will be deemed to
			9.5	In the event LJCI makes the Conversion Election,
the number of shares of Common Stock to be issued to LJCI will be equal
to (a) the Conversion Amount in question, divided by (b) the Conversion
Price (as hereafter defined), and rounded to the nearest whole number
of shares.  For purposes hereof, the term "Conversion Price" means:
(i)  at all times prior to December 28, 2001, the Conversion Price
shall be equal to the amount of Zero Point Two Zero Dollars ($0.20);
and (ii) at all times on and after December 28, 2001, the Conversion
Price shall be equal to the lesser of (x) the amount of Zero Point Two
Zero Dollars ($0.20), or (y) eighty percent (80%) of the lowest Market
Price during the forty-five (45) calendar days prior to the Conversion
Date.  For purposes hereof, the term "Market Price" means the closing
bid price of the Common Stock as reported on OTCBB; provided that, if
such security is not listed or admitted to trading on OTCBB, as
reported on the principal national security exchange or quotation
system on which such security is quoted or listed or admitted to
trading, or, if not quoted or listed or admitted to trading on any
national securities exchange or quotation system, the closing bid
price of the Common Stock on the over-the-counter market as reported
by Bloomberg LP or a similar generally accepted reporting service,
as the case may be.

			9.6	As promptly as practicable after the receipt
of the Conversion Notice, but in any event not more than five (5)
business days after the receipt by Meltronix of the Conversion Notice,
Meltronix shall (a) issue the Common Stock with respect to the
Conversion Amount in question in accordance with the provisions hereof,
and (b) cause to be mailed for delivery by overnight courier to LJCI
(x) a certificate or certificate(s) representing the number of Common
Shares to which LJCI is entitled by virtue of the Conversion Amount in
question, whereupon LJCI shall be deemed to have become the holder of
record of such Common Stock, and all voting and other rights associated
with the beneficial ownership of such Common Stock shall at such time
vest with LJCI.  The Conversion Notice shall constitute a contract
between LJCI and Meltronix, whereby LJCI shall be deemed to subscribe
for the number of shares of Common Stock LJCI will be entitled to
receive with respect thereto, and in payment and satisfaction of such
subscription, to reduce the principal balance of this Note by the
Conversion Amount in question.

			9.7	LJCI shall be entitled to effect any Conversion
Election notwithstanding the commencement of any case under the
Bankruptcy Code (as hereafter defined).  In the event Meltronix is a
debtor under the Bankruptcy Code (as hereafter defined), Meltronix
hereby waives to the fullest extent permitted any rights to relief it
may have under 11 U.S.C. 362 in respect of LJCI's conversion privilege.
Meltronix hereby waives to the fullest extent permitted any rights to
relief it may have under 11 U.S.C. 362 in respect of any Conversion
Election.  Meltronix agrees, without cost or expense to LJCI, to take or
consent to any and all action necessary to effectuate relief under 11
U.S.C. 362.

			9.8	Notwithstanding anything herein to the
contrary, if and to the extent that, on any date ("Section 16
Determination Date"), the holding by LJCI of this Note would result
in LJCI becoming subject to the provisions of Section 16(b) of the
34 Act by virtue of being deemed the "beneficial owner" of more than
ten percent (10%) of the then outstanding shares of Common Stock, then
LJCI shall not have the right to make, and Meltronix shall not have
the obligation to recognize, any Conversion Election with respect to
any portion of this Note ("Section 16 Prepayment Portion") as shall
cause LJCI to be deemed the beneficial owner of more than ten percent
(10%) of the then outstanding shares of Common Stock during the
period ending sixty (60) days after the Section 16 Determination Date.
If any court of competent jurisdiction shall determine that the
foregoing limitation is ineffective to prevent LJCI from being deemed
the beneficial owner of more than ten percent (10%) of the then
outstanding shares of Common Stock for the purposes of such Section
16(b), then Meltronix shall prepay the Section 16 Prepayment Portion.
Upon such determination by a court of competent jurisdiction, LJCI
shall have no interest in or rights under such Section 16 Prepayment
Portion.  Any and all interest paid on or prior to the date of such
determination shall be deemed interest paid on the remaining portion
of this Note held by LJCI.

		10.	Adjustments.  The number of shares purchasable
hereunder are subject to adjustment from time to time as follows:

			a.	Merger, Sale of Assets, etc.  If at any
time, while this Note, or any portion thereof, is outstanding and
unexpired there shall be (i) a reorganization (other than a
combination, reclassification, exchange or subdivision of shares
otherwise provided for herein), (ii) a merger (other than a mere
reincorporation merger where the subsidiary or affiliate of
Meltronix used to effectuate the reincorporation merger assumes
all of Meltronix's obligations under this Note) or consolidation
of Meltronix with or into another corporation in which Meltronix
is not the surviving entity, or a merger in which Meltronix is the
surviving entity but the shares of Meltronix's capital stock
outstanding immediately prior to the merger are converted by virtue
of the merger into other property, whether in the form of securities,
cash, or otherwise, or (iii) a sale or transfer of Meltronix's
properties and assets as, or substantially as, an entirety to any
other person, then, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so
that the holder of this Note shall thereafter be entitled to
receive upon exercise of the Conversion Election as specified
herein and upon payment of the related purchase price, the number
of shares of stock or other securities or property of the successor
corporation resulting from such reorganization, merger,
consolidation, sale or transfer which a holder of the shares
deliverable upon such exercise of the Conversion Election would
have been entitled to receive in such reorganization, consolidation,
merger, sale or transfer, if the Conversion Election had been
exercised immediately before the consummation of such reorganization,
merger, consolidation, sale or transfer, all subject to further
adjustment as provided in this Section 10.  The foregoing provisions
of this Section 10.a shall similarly apply to successive
reorganizations, consolidations, mergers, sales and transfers and
to the stock or securities of any other corporation which are at the
time receivable upon the exercise of the Conversion Election.  If
the per share consideration payable to holder hereof for shares in
connection with any such transaction is in a form other than cash or
marketable securities, then the value of such consideration shall be
determined in good faith by Meltronix's Board of Directors.  In all
events, appropriate adjustment (as determined in good faith by
Meltronix's Board of Directors) shall be made in the application of
the provisions of this Note with respect to the rights and interests
of the holder hereof after the transaction, to the end that the
provisions of this Note shall be applicable after that event, as
near as reasonably may be, in relation to any shares or other
property deliverable after that event upon exercise of the Conversion
Election.

			b.	Reclassification, etc.	If Meltronix at any
time while the rights of LJCI to convert this Note into Common Stock
remain outstanding and unexpired shall, by reclassification of
securities or otherwise, change any of the securities as to which
conversion rights under this Note exist into the same or a different
number of securities of any other class or classes, the conversion
rights under this Note shall thereafter represent the right to acquire
such number and kind of securities as would have been issuable as the
result of such change with respect to the securities which were subject
to the conversion rights under this Note immediately prior to such
reclassification or other change, and the purchase price therefor shall
be appropriately adjusted, all subject to further adjustment as provided
in this Section 10.

			c.	Split, Subdivision or Combination of Shares.
If Meltronix at any time while the rights of LJCI to convert this Note
into Common Stock remain outstanding and unexpired shall split,
subdivide or combine the securities as to which conversion rights under
this Note exist, into a different number of securities of the same class,
this Note shall thereafter represent the right to acquire such number of
securities as would have been issuable as the result of such change with
respect to the securities which were subject to the conversion rights
under this Note immediately prior to such change, and the purchase price
for such securities shall be proportionately decreased in the case of a
split or subdivision or proportionately increased in the case of a
combination.

			d.	Adjustments for Dividends in Stock or Other
Securities or Property.  If while the rights of LJCI to convert this
Note into Common Stock remain outstanding and unexpired the holders
of the securities as to which conversion rights under this Note exist
at the time shall have received, or, on or after the record date fixed
for the determination of eligible shareholders, shall have become
entitled to receive, without payment therefor, other or additional
stock or other securities or property of Meltronix by way of dividend,
then and in each case, this Note shall represent the right to acquire,
in addition to the number of shares of the security receivable upon
exercise of the Conversion Election, and without payment of any
additional consideration therefor, the amount of such other or
additional stock or other securities or property of Meltronix which
such holder would hold on the date of such exercise had it been the
holder of record of the security receivable upon exercise of the
Conversion Election on the date hereof and had thereafter, during the
period from the date hereof to and including the date of such exercise,
retained such shares and/or all other additional stock available by it
as aforesaid during such period, giving effect to all adjustments called
for during such period by the provisions of this Section 6.

			e.	Prior Notice of Certain Events.  Meltronix will
provide LJCI with notice of any merger, asset sale or dividend not less
than ten (10) business days prior to the record date for such event.

		11.	Usury.  To the greatest extent permitted under
applicable law, Meltronix hereby waives and agrees not to allege or
claim that any provisions of this Note could give rise to or result
in any actual or potential violations of any applicable usury laws.
All agreements between LJCI and Meltronix are expressly limited so
that in no contingency or event whatsoever (whether by reason of the
advancement of any proceeds under this Note, demand for payment,
acceleration of maturity of any unpaid balance or otherwise) shall the
amount paid or agreed to be paid to Meltronix for the use, forbearance,
or detention of any proceeds advanced or to be advanced hereunder
exceed the highest rate permissible under applicable law.  If any
payments in the nature of interest, additional interest, and other
charges made hereunder are held to be in excess of the applicable
limits imposed by the usury laws of the State of California, it is
agreed that any such amount held to be in excess shall be considered
payment of principal hereunder, and the principal amount any
indebtedness evidenced hereby shall be reduced by such amount so that
the total liability for payments in the nature of interest, additional
interest and other charges shall not exceed the applicable limits
imposed by the usury laws of the State of California.

		12.	Miscellaneous Provisions.

			12.1	Governing Law.  This Note shall in all respects
be construed, interpreted and enforced in accordance with and governed
by the laws of the State of California, United States of America.

			12.2	Attorneys' Fees.  Subject to the provisions of
Section 5 hereof, in the event of any legal action between the parties
with respect to this Note or the subject matter hereof, the prevailing
party shall be entitled to recover reasonable attorneys' fees in
addition to court costs and litigation expenses incurred in said legal
action, regardless of whether such legal action is prosecuted to
judgment.

			12.3	Notices.  Any notice, demand or other
communication required or permitted under this Note shall be deemed
given and delivered when in writing and (a) personally served upon
the receiving party, or (b) upon the third (3rd) calendar day after
mailing to the receiving party by either (i) United States registered
or certified mail, postage prepaid, or (ii) FedEx or other comparable
overnight delivery service, delivery charges prepaid, and addressed as
follows:

			To Meltronix:	Meltronix, Inc.
						9577 Chesapeake Drive
						San Diego, CA 92123
						Attn: Chief Executive Officer

			To LJCI:		c/o Travis Huff
						La Jolla Cove Investors, Inc.
						7817 Herschel Avenue, Suite 200
						La Jolla, California  92037

			Any party may change the address specified in this
section by giving the other party notice of such new address in the
manner set forth herein.

			12.4	Severability.  In the event that any provision
of this Note becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or invalid, then this Note shall continue
in full force and effect without said provision.  If this Note continues
in full force and effect as provided above, the parties shall replace
the invalid provision with a valid provision which corresponds as far as
possible to the spirit and purpose of the invalid provision.

			12.5	Counterparts.  This Note may be executed in any
number of counterparts, each of which may be executed by less than all
of the parties hereto, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together
shall constitute one document.

 			12.6	Entire Agreement.  This Note, the Agreement,
and the documents and agreements contemplated herein and therein,
constitute the entire agreement between the parties with respect to
the subject matter hereof, and supersede all prior oral or written
agreements, representations or warranties between the parties other
than those set forth herein or herein provided for.

			12.7	Successors and Assigns.  The provisions hereof
shall inure to the benefit of, and be binding upon, the permitted
successors and assigns, heirs, executors, and administrators of the
parties hereto.

 			12.8	Amendment and Waiver.  No modification or waiver
of any provision of this Note shall be binding upon the party against
whom it is sought to be enforced, unless specifically set forth in
writing signed by an authorized representative of that party.  A waiver
by any party of any of the terms or conditions of this Note in any one
instance shall not be deemed or construed to be a waiver of such terms
or conditions for the future, or of any subsequent breach thereof.  The
failure by any party hereto at any time to enforce any of the provisions
of this Note, or to require at any time performance of any of the
provisions hereof, shall in no way to be construed to be a waiver of
such provisions or to affect either the validity of this Note or the
right of any party to thereafter enforce each and every provision of
this Note.

			12.9	Survivability.  All of the representations,
warranties, agreements and obligations of the parties pursuant to this
Note shall survive the closing of any of the transactions contemplated
hereby.

			12.10	Diligence and Good Faith.  LJCI and Meltronix
specifically agree to act diligently, in the utmost good faith and in
a timely manner to perform their respective obligations pursuant
hereto, and to carry out the reasonable intent of the provisions of
this Note.  Each party hereto shall execute such other and further

[The remainder of this page has been intentionally left blank.]

agreements, documents and things as reasonable requested by the other
parties hereto to effect the transactions contemplated by this Note.

		IN WITNESS WHEREOF, LJCI and Meltronix have duly executed
this Note as of the date first above written.

MELTRONIX, INC.				LA JOLLA COVE INVESTORS, INC.
a California corporation



By:_______________________________	         By:___________________
   Andrew Wrobel, Chief Executive Officer    Print
                                             Name:_________________
							   Print
							   Title:_________________

EX-7

SECURED CONVERTIBLE PROMISSORY NOTE

$250,000.00							 Date: January 18, 2001

		FOR VALUE RECEIVED, Meltronix, Inc., a California
corporation ("Meltronix"), promises to pay to The Norman A. Lizt IRA
("Lizt"), the principal sum of Two Hundred Fifty Thousand Dollars
($250,000.00), with interest thereon, in accordance with the terms
and conditions of this secured convertible promissory note ("Note").
This Note is entered into in connection with the Loan Agreement and
Stock Issuance Agreement ("Loan Agreement"), the Security Agreement
("Security Agreement"), the Agreement for Equal Priority of Security
Interests ("Priority Agreement"), the Registration Rights Agreement
("Registration Rights Agreement"), and the Conversion Waiver
Agreement ("Waiver Agreement"), all entered into between Meltronix
and Lizt and the other parties thereto (collectively the Transaction
Documents") effective as of January 18, 2001 ("Effective Date").

		1.	The unpaid portion of the principal balance of this
Note shall bear simple interest until paid in full, at an annual rate
of ten percent (10%), accrued from the date of January 18, 2001.
Accrued interest shall be payable from January 18, 2001, monthly in
arrears.  In no event shall any accrued interest outstanding at any
time be included as part of the Conversion Election (as hereafter
defined).

		2.	The entire outstanding balance of this Note,
including all principal, and any previously unpaid accrued interest
that may be outstanding at that time, shall be due and payable in
full in one lump sum upon the earliest to occur of the following:

			2.1	January 18, 2003.

			2.2	In the event (and only in the event) Lizt has
not made any Conversion Election (as hereafter defined) as of or prior
to January 18, 2002, then not later than five (5) days after such date
("First Acceleration Period"), Lizt shall be entitled to give Meltronix
a written notice declaring the entire outstanding balance of this Note,
including all principal, and any previously unpaid accrued interest,
due and payable in full in one lump sum ("First Acceleration Notice"),
in which case this Note shall be due and payable in full as of the date
Lizt gives the First Acceleration Notice to Meltronix.  In the event
Lizt does not give Meltronix the First Acceleration Notice during the
First Acceleration Period, then Lizt shall no longer be entitled to
give Meltronix the First Acceleration Notice, and the provisions of
this Section 2.2 shall be deemed automatically and irrevocably canceled.

			2.3	In the event (and only in the event) Lizt has
not made any Conversion Election (as hereafter defined) as of or prior
to July 18, 2002, then not later than five (5) days after such date
("Second Acceleration Period"), Lizt shall be entitled to give
Meltronix a written notice declaring the entire outstanding balance of
this Note, including all principal, and any previously unpaid accrued
interest, due and payable in full in one lump sum ("Second Acceleration
Notice"), in which case this Note shall be due and payable in full as
of the date Lizt gives the Second Acceleration Notice to Meltronix.
In the event Lizt does not give Meltronix the Second Acceleration
Notice during the Second Acceleration Period, then Lizt shall no longer
be entitled to give Meltronix the Second Acceleration Notice, and the
provisions of this Section 2.3 shall be deemed automatically and
irrevocably canceled.

			2.4	In addition to the foregoing, portions of the
principal balance of this Note shall also be subject to pre-payment
pursuant to the provisions of Sections 9.8 and 9.9 hereof.

		3.	All payments made pursuant under this Note shall be
applied (i) first, to pay any costs and expenses incurred by Lizt in
the event Lizt is required to enforce this Note against Meltronix; (ii)
second, to pay any accrued interest; and (iii) third, to pay the
principal balance of this Note.

		4.	Upon the occurrence of any Event of Default (as that
term is hereafter defined), Lizt may, at any time thereafter, without
demand, presentment, protest, notice of protest, notice of maturity or
non-payment, notice of dishonor, or any other notices or demands
whatsoever in connection with the delivery, acceptance, performance,
default, endorsement, or guaranty of this Note, accelerate the unpaid
balance of all amounts owing under this Note, and declare such unpaid
balance immediately due and payable.  For purposes of this Note, the
occurrence of any one of the following events shall constitute an
"Event of Default":

			(a)	(i) Meltronix shall default in the payment of
principal or interest on this Note, or on any other obligation of
Meltronix to pay either principal or interest to any third party on
any other promissory note or loan agreement of any kind, as and when
the same shall be due and payable and, in the case of an interest
payment default, such default shall continue for three (3) business
days after the date such interest payment was due; or (ii) Meltronix
shall fail to perform or observe any other covenant, agreement, term,
provision, undertaking or commitment under this Note and/or any of the
Transaction Documents, and such default shall continue for a period of
ten (10) business days after the delivery to Meltronix of written notice
that Meltronix is in default hereunder or thereunder; or (iii) Meltronix
shall fail to perform or observe any material covenant, agreement, term,
provision, undertaking or commitment under any loan document relating to
any loan that is part of the Aggregate Loan Pool and/or has rights with
respect to the Collateral Loan Pool (as those terms as defined in the
Loan Agreement), and such default shall continue for a period of ten
(10) business days after the delivery to Meltronix of written notice
that Meltronix is in default thereunder; or (iv) Meltronix shall fail
to perform or observe any material covenant, agreement, term,
provision, undertaking or commitment under any other loan document
relating to any other loan that may have been made by Lizt to Meltronix,
and such default shall continue for a period of ten (10) business days
after the delivery to Meltronix of written notice that Meltronix is in
default thereunder; or (v) Meltronix shall fail to perform or observe
any material covenant, agreement, term, provision, undertaking or
commitment under any other loan document relating to any other loan
that may have been made by any third party to Meltronix, and such
default shall continue for a period of ten (10) business days after
the delivery to Meltronix of written notice that Meltronix is in
default thereunder;

			(b)	Any of the representations or warranties made
by Meltronix herein or in any of the Transaction Documents shall be
false or misleading in any material respect as of the Effective Date;

			(c)	Under the laws of any jurisdiction not otherwise
covered by clauses (d) and (e) below, Meltronix (i) makes a general
assignment for the benefit of creditors; or (ii) institutes or has
instituted against it any proceeding seeking (x) to adjudicate it a
bankrupt or insolvent, (y) liquidation, winding-up, reorganization,
arrangement, adjustment, protection, relief or composition of it or
its debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors including any plan of compromise
or arrangement or other corporate proceeding involving or affecting
its creditors, or (z) the entry of an order for relief or the
appointment of a receiver, trustee or other similar or it or for any
substantial part of its properties and assets, and in the case of any
such official proceeding instituted against it (but not instituted by
it), either the proceeding remains undismissed or unstayed for a period
of sixty (60) calendar days, or any of the actions sought in such
proceeding (including the entry of an order for relief against it or
the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its properties and
assets) occurs.

			(d)	The entry of a decree or order by a court
having jurisdiction in the premises adjudging Meltronix a bankrupt
or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in
respect of Meltronix under the Bankruptcy Code (as hereafter defined)
or any other applicable federal or state law, or appointing a
receiver, liquidator, assignee, trustee or sequestrator (or other
similar official) of Meltronix or of any substantial part of its
property, or ordering the winding-up or liquidation of its affairs,
and any such decree or order continues and is unstayed and in effect
for a period of sixty (60) calendar days;

			(e)	The institution by Meltronix of proceedings
to be adjudicated a bankrupt or insolvent, or the consent by it to
the institution of bankruptcy or insolvency proceedings against it,
or the filing by it of a petition or answer or consent seeking
reorganization or relief under the Bankruptcy Code (as hereafter
defined) or any other applicable federal or state law, or the consent
by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee or sequestrator (or other
similar official) of Meltronix or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors;

			(f)	It becomes unlawful for Meltronix to perform
or comply with its obligations under this Note in any respect, or
any of the Transaction Documents in any material respect;

		5.	Meltronix agrees and promises to pay all of Lizt's
reasonable attorneys' fees and other costs and expenses incurred by
Lizt with respect to collection, suit, or other proceedings to
enforce this Note.

		6.	No delay or omission on Lizt's part in exercising
any rights under, or failure to insist upon prompt compliance with
the terms of this Note shall operate as a waiver of any of Lizt's
rights hereunder.

		7.	All of the covenants, stipulations, promises and
agreements by or on behalf of Meltronix relating to this Note shall
be deemed material and shall bind its successors and assigns, whether
so expressed or not.

		8.	Time is of the essence of each obligation of
Meltronix under this Note.

		9.	Conversion of Note into Common Stock.

			9.1	Subject to the provisions of Sections 9.8
and 9.9 hereof, at any time after January 18, 2001, Lizt will have
sole discretion to elect to convert all or any portion of the
outstanding principal amount due under this Note (not including accrued
interest), in increments of not less than Ten Thousand Dollars
($10,000.00), into shares of common stock of Meltronix ("Common Stock").
In the event Lizt makes this election ("Conversion Election"), the
terms and conditions of Lizt's conversion of this Note into shares of
Common Stock will be as follows:

			9.2	Lizt may make the Conversion Election by
sending a written notice of such election to Meltronix at any time
after January 18, 2001, stating the portion of the outstanding
principal balance of this Note (not including accrued interest)
("Conversion Amount") Lizt wishes to convert into Common Stock
("Conversion Notice").  Regardless of any other provision of this
Note, Lizt shall be deemed to have automatically made a Conversion
Election and given Meltronix a Conversion Notice with respect to the
entire outstanding principal balance of this Note, and the entire
outstanding principal balance of this Note shall be deemed to have
been automatically converted into shares of Common Stock in accordance
with the provisions hereof ("Automatic Conversion Election"),
immediately prior to the date of the closing of any Acquisition
Transaction (as hereafter defined), but only if as a result of the
Acquisition Transaction, in exchange for the Common Stock issued to
Lizt as a result of the Automatic Conversion Election, Lizt will
receive on the same basis as all other holders of the common stock of
Meltronix, either (a) cash; and/or (b) shares of the capital stock of
the acquirer in the Acquisition Transaction that are registered with
the United States Securities and Exchange Commission and traded on
either the Over-The-Counter Bulletin Board service of the National
Association of Securities Dealers, Inc. ("OTCBB"), NASDAQ or other
national market or national exchange in the United States.  For
purposes hereof, the term "Acquisition Transaction" includes any
reorganization, consolidation, merger, sale, acquisition or other
similar transaction pursuant to which all or substantially all of
the capital stock and/or the assets of Meltronix are acquired by a
third party.

			9.3	As of the date Meltronix receives the
Conversion Notice ("Conversion Date") the Conversion Amount will
be deemed to be converted into shares of Common Stock to be issued
to Lizt as of the Conversion Date, and the outstanding principal
balance of the Loan shall be reduced by the Conversion Amount.

			9.4	The entire amount of the Common Stock to be
issued to Lizt pursuant to the Conversion Election will be deemed to
be one hundred percent (100%) vested, and not subject to any further
vesting requirements.

			9.5	In the event Lizt makes the Conversion
Election, the number of shares of Common Stock to be issued to Lizt
will be equal to (a) the Conversion Amount in question, divided by
(b) the Conversion Price (as hereafter defined), and rounded to the
nearest whole number of shares.  For purposes hereof, the term
"Conversion Price" means:  (i)  at all times prior to January 18,
2002, the Conversion Price shall be equal to the amount of Zero Point
Two Zero Dollars ($0.20); and (ii) at all times on and after January
18, 2002, the Conversion Price shall be equal to the lesser of (x)
the amount of Zero Point Two Zero Dollars ($0.20), or (y) eighty
percent (80%) of the lowest Market Price during the forty-five (45)
calendar days prior to the Conversion Date.  For purposes hereof,
the term "Market Price" means the closing bid price of the Common
Stock as reported on OTCBB; provided that, if such security is not
listed or admitted to trading on OTCBB, as reported on the principal
national security exchange or quotation system on which such security
is quoted or listed or admitted to trading, or, if not quoted or
listed or admitted to trading on any national securities exchange or
quotation system, the closing bid price of the Common Stock on the
over-the-counter market as reported by Bloomberg LP or a similar
generally accepted reporting service, as the case may be.

			9.6	As promptly as practicable after the receipt
of the Conversion Notice, but in any event not more than five (5)
business days after the receipt by Meltronix of the Conversion Notice,
Meltronix shall (a) issue the Common Stock with respect to the
Conversion Amount in question in accordance with the provisions hereof,
and (b) cause to be mailed for delivery by overnight courier to Lizt
(x) a certificate or certificate(s) representing the number of Common
Shares to which Lizt is entitled by virtue of the Conversion Amount in
question, whereupon Lizt shall be deemed to have become the holder of
record of such Common Stock, and all voting and other rights associated
with the beneficial ownership of such Common Stock shall at such time
vest with Lizt.  The Conversion Notice shall constitute a contract
between Lizt and Meltronix, whereby Lizt shall be deemed to subscribe
for the number of shares of Common Stock Lizt will be entitled to
receive with respect thereto, and in payment and satisfaction of such
subscription, to reduce the principal balance of this Note by the
Conversion Amount in question.

			9.7	Lizt shall be entitled to effect any Conversion
Election notwithstanding the commencement of any case under the
Bankruptcy Code (as hereafter defined).  In the event Meltronix is a
debtor under the Bankruptcy Code (as hereafter defined), Meltronix
hereby waives to the fullest extent permitted any rights to relief it
may have under 11 U.S.C. 362 in respect of Lizt's conversion privilege.
Meltronix hereby waives to the fullest extent permitted any rights to
relief it may have under 11 U.S.C.  362 in respect of any Conversion
Election.  Meltronix agrees, without cost or expense to Lizt, to take
or consent to any and all action necessary to effectuate relief under
11 U.S.C.  362.

			9.8	Notwithstanding anything herein to the
contrary, if and to the extent that, on any date ("Section 16
Determination Date"), the holding by Lizt of this Note would result
in Lizt becoming subject to the provisions of Section 16(b) of the
34 Act by virtue of being deemed the "beneficial owner" of more than
ten percent (10%) of the then outstanding shares of Common Stock, then
Lizt shall not have the right to make, and Meltronix shall not have
the obligation to recognize, any Conversion Election with respect to
any portion of this Note ("Section 16 Prepayment Portion") as shall
cause Lizt to be deemed the beneficial owner of more than ten percent
(10%) of the then outstanding shares of Common Stock during the period
ending sixty (60) days after the Section 16 Determination Date.  If
any court of competent jurisdiction shall determine that the foregoing
limitation is ineffective to prevent Lizt from being deemed the
beneficial owner of more than ten percent (10%) of the then outstanding
shares of Common Stock for the purposes of such Section 16(b), then
Meltronix shall prepay the Section 16 Prepayment Portion.  Upon such
determination by a court of competent jurisdiction, Lizt shall have
no interest in or rights under such Section 16 Prepayment Portion.
Any and all interest paid on or prior to the date of such determination
shall be deemed interest paid on the remaining portion of this Note
held by Lizt.

		10.	Adjustments.  The number of shares purchasable
hereunder are subject to adjustment from time to time as follows:

			a.	Merger, Sale of Assets, etc.  If at any time,
while this Note, or any portion thereof, is outstanding and unexpired
there shall be (i) a reorganization (other than a combination,
reclassification, exchange or subdivision of shares otherwise provided
for herein), (ii) a merger (other than a mere reincorporation merger
where the subsidiary or affiliate of Meltronix used to effectuate the
reincorporation merger assumes all of Meltronix's obligations under this
Note) or consolidation of Meltronix with or into another corporation in
which Meltronix is not the surviving entity, or a merger in which
Meltronix is the surviving entity but the shares of Meltronix's capital
stock outstanding immediately prior to the merger are converted by
virtue of the merger into other property, whether in the form of
securities, cash, or otherwise, or (iii) a sale or transfer of
Meltronix's properties and assets as, or substantially as, an entirety
to any other person, then, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so that
the holder of this Note shall thereafter be entitled to receive upon
exercise of the Conversion Election as specified herein and upon payment
of the related purchase price, the number of shares of stock or other
securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer which a holder
of the shares deliverable upon such exercise of the Conversion Election
would have been entitled to receive in such reorganization, consolidation,
merger, sale or transfer, if the Conversion Election had been exercised
immediately before the consummation of such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as
provided in this Section 10.  The foregoing provisions of this Section
10.a shall similarly apply to successive reorganizations, consolidations,
mergers, sales and transfers and to the stock or securities of any other
corporation which are at the time receivable upon the exercise of the
Conversion Election.  If the per share consideration payable to holder
hereof for shares in connection with any such transaction is in a form
other than cash or marketable securities, then the value of such
consideration shall be determined in good faith by Meltronix's Board of
Directors.  In all events, appropriate adjustment (as determined in
good faith by Meltronix's Board of Directors) shall be made in the
application of the provisions of this Note with respect to the rights
and interests of the holder hereof after the transaction, to the end
that the provisions of this Note shall be applicable after that event,
as near as reasonably may be, in relation to any shares or other
property deliverable after that event upon exercise of the Conversion
Election.

			b.	Reclassification, etc.	If Meltronix at any
time while the rights of Lizt to convert this Note into Common Stock
remain outstanding and unexpired shall, by reclassification of
securities or otherwise, change any of the securities as to which
conversion rights under this Note exist into the same or a different
number of securities of any other class or classes, the conversion
rights under this Note shall thereafter represent the right to acquire
such number and kind of securities as would have been issuable as the
result of such change with respect to the securities which were subject
to the conversion rights under this Note immediately prior to such
reclassification or other change, and the purchase price therefor shall
be appropriately adjusted, all subject to further adjustment as provided
in this Section 10.

			c.	Split, Subdivision or Combination of Shares.
If Meltronix at any time while the rights of Lizt to convert this Note
into Common Stock remain outstanding and unexpired shall split,
subdivide or combine the securities as to which conversion rights under
this Note exist, into a different number of securities of the same
class, this Note shall thereafter represent the right to acquire such
number of securities as would have been issuable as the result of such
change with respect to the securities which were subject to the
conversion rights under this Note immediately prior to such change, and
the purchase price for such securities shall be proportionately
decreased in the case of a split or subdivision or proportionately
increased in the case of a combination.

			d.	Adjustments for Dividends in Stock or Other
Securities or Property.  If while the rights of Lizt to convert this
Note into Common Stock remain outstanding and unexpired the holders
of the securities as to which conversion rights under this Note exist
at the time shall have received, or, on or after the record date fixed
for the determination of eligible shareholders, shall have become
entitled to receive, without payment therefor, other or additional
stock or other securities or property of Meltronix by way of dividend,
then and in each case, this Note shall represent the right to acquire,
in addition to the number of shares of the security receivable upon
exercise of the Conversion Election, and without payment of any
additional consideration therefor, the amount of such other or additional
stock or other securities or property of Meltronix which such holder
would hold on the date of such exercise had it been the holder of record
of the security receivable upon exercise of the Conversion Election on
the date hereof and had thereafter, during the period from the date
hereof to and including the date of such exercise, retained such shares
and/or all other additional stock available by it as aforesaid during
such period, giving effect to all adjustments called for during such
period by the provisions of this Section 6.

			e.	Prior Notice of Certain Events.  Meltronix will
provide Lizt with notice of any merger, asset sale or dividend not less
than ten (10) business days prior to the record date for such event.

		11.	Usury.  To the greatest extent permitted under
applicable law, Meltronix hereby waives and agrees not to allege or
claim that any provisions of this Note could give rise to or result
in any actual or potential violations of any applicable usury laws.
All agreements between Lizt and Meltronix are expressly limited so
that in no contingency or event whatsoever (whether by reason of the
advancement of any proceeds under this Note, demand for payment,
acceleration of maturity of any unpaid balance or otherwise) shall
the amount paid or agreed to be paid to Meltronix for the use,
forbearance, or detention of any proceeds advanced or to be advanced
hereunder exceed the highest rate permissible under applicable law.
If any payments in the nature of interest, additional interest, and
other charges made hereunder are held to be in excess of the
applicable limits imposed by the usury laws of the State of California,
it is agreed that any such amount held to be in excess shall be
considered payment of principal hereunder, and the principal amount
any indebtedness evidenced hereby shall be reduced by such amount so
that the total liability for payments in the nature of interest,
additional interest and other charges shall not exceed the applicable
limits imposed by the usury laws of the State of California.

		12.	Miscellaneous Provisions.

			12.1	Governing Law.  This Note shall in all respects
be construed, interpreted and enforced in accordance with and governed
by the laws of the State of California, United States of America.

			12.2	Attorneys' Fees.  Subject to the provisions of
Section 5 hereof, in the event of any legal action between the parties
with respect to this Note or the subject matter hereof, the prevailing
party shall be entitled to recover reasonable attorneys' fees in
addition to court costs and litigation expenses incurred in said legal
action, regardless of whether such legal action is prosecuted to
judgment.

			12.3	Notices.  Any notice, demand or other
communication required or permitted under this Note shall be deemed
given and delivered when in writing and (a) personally served upon
the receiving party, or (b) upon the third (3rd) calendar day after
mailing to the receiving party by either (i) United States
registered or certified mail, postage prepaid, or (ii) FedEx or
other comparable overnight delivery service, delivery charges
prepaid, and addressed as follows:

			To Meltronix:	Meltronix, Inc.
						9577 Chesapeake Drive
						San Diego, CA 92123
						Attn: Chief Executive Officer

			To Lizt:		c/o Travis Huff
						La Jolla Cove Investors, Inc.
						7817 Herschel Avenue, Suite 200
						La Jolla, California  92037

			Any party may change the address specified in this
section by giving the other party notice of such new address in the
manner set forth herein.

			12.4	Severability.  In the event that any provision
of this Note becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or invalid, then this Note
shall continue in full force and effect without said provision.  If
this Note continues in full force and effect as provided above, the
parties shall replace the invalid provision with a valid provision
which corresponds as far as possible to the spirit and purpose of the
invalid provision.

			12.5	Counterparts.  This Note may be executed in
any number of counterparts, each of which may be executed by less
than all of the parties hereto, each of which shall be enforceable
against the parties actually executing such counterparts, and all of
which together shall constitute one document.

 			12.6	Entire Agreement.  This Note, the Loan
Agreement, and the documents and agreements contemplated herein and
therein, constitute the entire agreement between the parties with
respect to the subject matter hereof, and supersede all prior oral
or written agreements, representations or warranties between the
parties other than those set forth herein or herein provided for.

[The remainder of this page has been intentionally left blank.]


			12.7	Successors and Assigns.  The provisions
hereof shall inure to the benefit of, and be binding upon, the
permitted successors and assigns, heirs, executors, and
administrators of the parties hereto.

			12.8	Amendment and Waiver.  No modification or
waiver of any provision of this Note shall be binding upon the party
against whom it is sought to be enforced, unless specifically set
forth in writing signed by an authorized representative of that party.
A waiver by any party of any of the terms or conditions of this Note
in any one instance shall not be deemed or construed to be a waiver
of such terms or conditions for the future, or of any subsequent
breach thereof.  The failure by any party hereto at any time to
enforce any of the provisions of this Note, or to require at any time
performance of any of the provisions hereof, shall in no way to be
construed to be a waiver of such provisions or to affect either the
validity of this Note or the right of any party to thereafter enforce
each and every provision of this Note.

			12.9	Survivability.  All of the representations,
warranties, agreements and obligations of the parties pursuant to this
Note shall survive the closing of any of the transactions contemplated
hereby.

			12.10	Security.	This Note shall be secured pursuant
to the terms and conditions of the Security Agreement and related UCC-1
Financing Statement, pursuant to which Meltronix has pledged the
collateral described therein as security for the repayment of this Note.

			12.11	Diligence and Good Faith.  Lizt and Meltronix
specifically agree to act diligently, in the utmost good faith and in
a timely manner to perform their respective obligations pursuant hereto,
and to carry out the reasonable intent of the provisions of this Note.
Each party hereto shall execute such other and further agreements,
documents and things as reasonable requested by the other parties hereto
to effect the transactions contemplated by this Note.

		IN WITNESS WHEREOF, Lizt and Meltronix have duly executed
this Note as of the date first above written.

MELTRONIX, INC.				THE NORMAN A. LIZT IRA
a California corporation



By:_______________________________	By:________________________
      Andrew Wrobel, Chief Executive Officer
						Print
						Name:______________________

						Print
						Title:____________________

- -1-

EX-8

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement dated as of April 6, 2001 (this
"Agreement") by and among MeltroniX, Inc., a California corporation,
with principal executive offices located at 9577 Chesapeake Drive,
San Diego, California 92123 (the "Company"), The Norman A. Lizt IRA
(the "Initial Investor") and La Jolla Cove Investors Inc. ("LJCI").

WHEREAS, upon the terms and subject to the conditions of the Loan
Agreement and Stock Issuance Agreement dated as of December 29, 2000,
by and between LJCI and the Company (the "First Securities Purchase
Agreement"), the Company delivered to LJCI a Secured Convertible
Promissory Note (the "First Convertible Note") of the Company in the
aggregate principal amount of $250,000 which, upon the terms of and
subject to the conditions contained therein is convertible into shares
of the Company's Common Stock, no par value (the "Common Stock");

WHEREAS, upon the terms and subject to the conditions of the Loan
Agreement and Stock Issuance Agreement dated as of January 18, 2001, by
and between the Initial Investor and the Company (the "Second Securities
Purchase Agreement"), the Company delivered to the Initial Investor a
Secured Convertible Promissory Note (the "Second Convertible Note") of
the Company in the aggregate principal amount of $250,000 (U.S.) which,
upon the terms of and subject to the conditions contained therein, is
convertible into shares of the Common Stock;

WHEREAS, upon the terms and subject to the conditions of the Loan
Agreement dated as of the date hereof (the "Loan Agreement") between
the Company and LJCI, the Company has issued to LJCI 1,000,00 shares
of Common Stock and loaned to the Company the amount of $200,000 (the
"Loan"), evidenced by the promissory note of the Company in such amount
(the "April Note").

WHEREAS, LCJI has certain rights to purchase shares of Common Stock
pursuant to the conversion of the First Convertible Note and the terms
of the First Securities Purchase Agreement;

WHEREAS, the Initial Investor has certain rights to purchase shares of
Common Stock pursuant to the conversion of the Second Convertible Note
and the terms of the Second Securities and Purchase Agreement;

WHEREAS, to induce LJCI to execute and deliver the Loan Agreement, the
Company has agreed to provide with respect to the Common Stock issued
pursuant to the Loan Agreement certain registration rights under the
Securities Act as well as with respect to the Common Stock issuable
pursuant to First Convertible Note, the Second Convertible Note, the
First Securities Purchase Agreement and the Second Securities Purchase
Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:

1. Definitions
(A) As used in this Agreement, the following terms shall have the
meanings:

(1) "Affiliate" of any specified Person means any other Person who
directly, or indirectly through one or more intermediaries, is in
control of, is controlled by, or is under common control with, such
specified Person.  For purposes of this definition, control of a
Person means the power, directly or indirectly, to direct or cause
the direction of the management and policies of such Person whether
by contract, securities, ownership or otherwise; and the terms
"controlling" and "controlled" have the respective meanings correlative
to the foregoing.
(2) "Closing Date" means April 6, 2001.
(3) "Commission" means the Securities and Exchange Commission.
(4) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder,
or any similar successor statute.
(5) "Investors" means each of the Initial Investor, LJCI and any
transferee or assignee of Registrable Securities which agrees to become
bound by all of the terms and provisions of this Agreement in accordance
with Section 8 hereof.
(6) "Person" means any individual, partnership, corporation, limited
liability company, joint stock company, association, trust,
unincorporated organization, or a government or agency or political
subdivision thereof.
(7) "Prospectus" means the prospectus (including, without limitation,
any preliminary prospectus and any final prospectus filed pursuant to
Rule 424(b) under the Securities Act, including any prospectus that
discloses information previously omitted from a prospectus filed as part
of an effective registration statement in reliance on Rule 430A under the
Securities Act) included in the Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by the
Registration Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such
prospectus and all documents filed after the date of such prospectus by the
Company under the Exchange Act and incorporated by reference therein.
(8) "Public Offering" means an offer registered with the Commission and
the appropriate state securities commissions by the Company of its Common
Stock and made pursuant to the Securities Act.
(9) "Registrable Securities" means the Common Stock issued (i) upon
conversion of the First Convertible Note and Second Convertible Note,
(ii) pursuant to the terms and provisions of the First Securities
Purchase Agreement and Second Securities Purchase Agreement, including
pursuant to Section 5 thereof, (iii) instead of cash dividends, (iv)
pursuant to the Loan Agreement, and (v) in connection with any
distribution, recapitalization, stock-split, stock adjustment or
reorganization of the Company; provided, however, a share of Common
Stock shall cease to be a Registrable Security for purposes of this
Agreement when it no longer is a Restricted Security.
(10) "Registration Statement" means a registration statement of the
Company filed on an appropriate form under the Securities Act providing
for the registration of, and the sale on a continuous or delayed basis
by the holders of, all of the Registrable Securities pursuant to Rule
415 under the Securities Act, including the Prospectus contained
therein and forming a part thereof, any amendments to such
registration statement and supplements to such Prospectus, and all
exhibits to and other material incorporated by reference in such
registration statement and Prospectus.
(11) "Restricted Security" means any Registrable Securities except any
such share that (i) has been registered pursuant to an effective
registration statement under the Securities Act and sold in a manner
contemplated by the prospectus included in such registration statement,
(ii) has been transferred in compliance with the resale provisions of
Rule 144 under the Securities Act (or any successor provision thereto)
or is transferable pursuant to paragraph (k) of Rule 144 under the
Securities Act (or any successor provision thereto) or (iii) otherwise
has been transferred and a new share of Common Stock not subject to
transfer restrictions under the Securities Act has been delivered by or
on behalf of the Company.
(12) "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder, or any similar
successor statute.
(B) All capitalized terms used and not defined herein have the
respective meaning assigned to them in the Securities Purchase
Agreement and/or the Convertible Note.

2. Registration

(A) Filing and Effectiveness of Registration Statement.  The Company
agrees to prepare and file with the Commission as soon as practicable
but no later than thirty days from the Closing Date (the "Filing
Deadline"), a Registration Statement relating to the offer and sale
of the Registrable Securities and shall use its best efforts to cause
the Commission to declare such Registration Statement effective under
the Securities Act as promptly as practicable but in no event later
than ninety (90) days after the Closing Date ("Registration Deadline").
The Company shall promptly (and, in any event, no more than 24 hours
after it receives comments from the Commission), notify the Buyer when
and if it receives any comments from the Commission on the Registration
Statement and promptly forward a copy of such comments, if they are in
writing, to the Buyer.  At such time after the filing of the
Registration Statement pursuant to this Section 2(A) as the Commission
indicates, either orally or in writing, that it has no further comments
with respect to such Registration Statement or that it is willing to
entertain appropriate requests for acceleration of effectiveness of such
Registration Statement, the Company shall promptly, and in no event
later than two (2) business days after receipt of such indication from
the Commission, request that the effectiveness of such Registration
Statement be accelerated within forty-eight (48) hours of the
Commission's receipt of such request.  The Company shall notify the
Investors by written notice that such Registration Statement has been
declared effective by the Commission within 24 hours of such
declaration by the Commission.  In the event that (a) the Registration
Statement has not been filed by the Filing Deadline, (b) the
Registration Statement for any reason has not been declared effective
by the Registration Deadline, or (c) if the Registration Statement has
been declared effective by the Registration Deadline but thereafter is
not effective, then as of the fifteenth (15th) day of each calendar
month after the Filing Deadline during which the Registration has not
been filed or after the Registration Deadline during which the
Registration Statement for any reason is not effective, the Company
shall be obligated to pay to LJCI a monthly fee in the amount of Ten
Thousand Dollars ($10,000.00) ("Monthly Fee") with such Monthly Fee
increasing to Fifteen Thousand Dollars ($15,000) after the first thirty
day period.  Regardless of the foregoing provisions, any obligation of
Meltronix to pay the Monthly Fee shall automatically and irrevocably
terminate as of the time at which all Registrable Securities have
become excluded from the definition of Restricted Securities as
described in Section 1(A)(11) hereof.
(B) Eligibility for Use of Form S-3.  The Company agrees that at
such time as it meets all the requirements for the use of Securities
Act Registration Statement on Form S-3 it shall file all reports and
information required to be filed by it with the Commission in a
timely manner and take all such other action so as to maintain such
eligibility for the use of such form.

(C) Additional Registration Statement.  In the event the current market
price declines to a price per share the result of which is that the
Company cannot satisfy its conversion obligations to Initial Investor
or LJCI pursuant to the First Convertible Note or Secured Convertible
Note, the Company shall, to the extent required by the Securities Act
(because the additional shares were not covered by the Registration
Statement filed pursuant to Section 2(a)), as reasonably determined
by the Investors, file an additional Registration Statement with the
Commission for such additional number of Registrable Securities as
would be issuable upon conversion of the First Convertible Note or
Second Convertible Note or pursuant to the First Securities Purchase
Agreement or Second Securities Purchase Agreement, as the case may be
(the "Additional Registrable Securities"), in addition to those
previously registered.  The Company shall, to the extent required by
the Securities Act, as reasonably determined by the Investors, prepare
and file with the Commission not later than the 30th day thereafter, a
Registration Statement relating to the offer and sale of such
Additional Registrable Securities and shall use its best efforts to
cause the Commission to declare such Registration Statement effective
under the Securities Act as promptly as practicable but not later
than 60 days thereafter.

(D) (i)	If the Company proposes to register any of its warrants,
Common Stock or any other shares of common stock of the Company under
the Securities Act (other than a registration (A) on Form S-8 or S-4 or
any successor or similar forms, (B) relating to Common Stock or any
other shares of common stock of the Company issuable upon exercise of
employee share options or in connection with any employee benefit or
similar plan of the Company or (C) in connection with a direct or
indirect acquisition by the Company of another Person or any transaction
with respect to which Rule 145 (or any successor provision) under the
Securities Act applies), whether or not for sale for its own account,
it will each such time, give prompt written notice at least 20 days
prior to the anticipated filing date of the registration statement
relating to such registration to each Investor, which notice shall set
forth such Investor's rights under this Section 2(D) and shall offer
such Investor the opportunity to include in such registration statement
such number of Registrable Securities as such Investor may request.
Upon the written request of any Investor made within 10 days after the
receipt of notice from the Company (which request shall specify the
number of Registrable Securities intended to be disposed of by such
Investor), the Company will use its best efforts to effect the
registration under the Securities Act of all Registrable Securities
that the Company has been so requested to register by each Investor, to
the extent requisite to permit the disposition of the Registrable
Securities so to be registered; provided, however, that (A) if such
registration involves a Public Offering, each Investor must sell its
Registrable Securities to any underwriters selected by the Company
with the consent of such Investor on the same terms and conditions as
apply to the Company and (B) if, at any time after giving written
notice of its intention to register any Registrable Securities pursuant
to this Section 2 and prior to the effective date of the registration
statement filed in connection with such registration, the Company
shall determine for any reason not to register such Registrable
Securities, the Company shall give written notice to each Investor
and, thereupon, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration.  The
Company's obligations under this Section 2(D) shall terminate on the
date that the registration statement to be filed in accordance with
Section 2(A) is declared effective by the Commission. (ii) If a
registration pursuant to this Section 2(D) involves a Public Offering
and the managing underwriter thereof advises the Company that, in its
view, the number of shares of Common Stock that the Company and the
Investors intend to include in such registration exceeds the largest
number of shares of Common Stock that can be sold without having an
adverse effect on such Public Offering (the "Maximum Offering Size"),
the Company will include in such registration only such number of shares
of Common Stock as does not exceed the Maximum Offering Size, and the
number of shares in the Maximum Offering Size shall be allocated among
the Company, the Investors, and any other sellers of Common Stock in
such Public Offering ("Third-Party Sellers"), pro rata on the basis of
the relative number of shares of Common Stock originally proposed to be
offered for sale under such registration by each of the Investors, the
Company and the Third-Party Sellers, as the case may be.  If as a
result of the proration provisions of this Section 2(D)(ii), any
Investor is not entitled to include all such Registrable Securities
in such registration, such Investor may elect to withdraw its request
to include any Registrable Securities in such registration.  With
respect to registrations pursuant to this Section 2(D), the number
of securities required to satisfy any underwriters' over-allotment
option shall be allocated among the Company, the Investors and any
Third Party Seller pro rata on the basis of the relative number of
securities offered for sale under such registration by each of the
Investors, the Company and any such Third Party Sellers before the
exercise of such over-allotment option.

3. Obligations of the Company

In connection with the registration of the Registrable Securities, the
Company shall:

(A) Promptly (i) prepare and file with the Commission such amendments
(including post-effective amendments) to the Registration Statement
and supplements to the Prospectus as may be necessary to keep the
Registration Statement continuously effective and in compliance with
the provisions of the Securities Act applicable thereto so as to permit
the Prospectus forming part thereof to be current and useable by
Investors for resales of the Registrable Securities for a period of
five (5) years from the date on which the Registration Statement is
first declared effective by the Commission (the "Effective Time") or
such shorter period that will terminate when all the Registrable
Securities covered by the Registration Statement have been sold
pursuant thereto in accordance with the plan of distribution provided
in the Prospectus, transferred pursuant to Rule 144 under the
Securities Act or otherwise transferred in a manner that results in
the delivery of new securities not subject to transfer restrictions
under the Securities Act (the "Registration Period") and (ii) take all
lawful action such that each of (A) the Registration Statement and any
amendment thereto does not, when it becomes effective, contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, not misleading and (B) the Prospectus forming part of the
Registration Statement, and any amendment or supplement thereto, does
not at any time during the Registration Period include an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;

(B) During the Registration Period, comply with the provisions of the
Securities Act with respect to the Registrable Securities of the
Company covered by the Registration Statement until such time as all
of such Registrable Securities have been disposed of in accordance with
the intended methods of disposition by the Investors as set forth in the
Prospectus forming part of the Registration Statement;

(C) (i)	Prior to the filing with the Commission of any Registration
Statement (including any amendments thereto) and the distribution or
delivery of any Prospectus (including any supplements thereto), provide
(A) draft copies thereof to the Investors and reflect in such documents
all such comments as the Investors (and their counsel) reasonably may
propose and (B) to the Investors a copy of the accountant's consent letter
to be included in the filing and (ii) furnish to each Investor whose
Registrable Securities are included in the Registration Statement and its
legal counsel identified to the Company, (A) promptly after the same is
prepared and publicly distributed, filed with the Commission, or received
by the Company, one copy of the Registration Statement, each Prospectus,
and each amendment or supplement thereto and (B) such number of copies of
the Prospectus and all amendments and supplements thereto and such other
documents, as such Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor;

(D) (i)	Register or qualify the Registrable Securities covered by the
Registration Statement under such securities or "blue sky" laws of such
jurisdictions as the Investors who hold a majority-in-interest of the
Registrable Securities being offered reasonably request, (ii) prepare
and file in such jurisdictions such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as
may be necessary to maintain the effectiveness thereof at all times during
the Registration Period, (iii) take all such other lawful actions as may
be necessary to maintain such registrations and qualifications in effect
at all times during the Registration Period and (iv) take all such other
lawful actions reasonably necessary or advisable to qualify the
Registrable Securities for sale in such jurisdictions; provided,
however, that the Company shall not be required in connection therewith
or as a condition thereto to (A) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify but
for this Section 3(D), (B) subject itself to general taxation in any
such jurisdiction or (C) file a general consent to service of process
in any such jurisdiction;

(E) As promptly as practicable after becoming aware of such event,
notify each Investor of the occurrence of any event, as a result of
which the Prospectus included in the Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they
were made, not misleading, and promptly prepare an amendment to the
Registration Statement and supplement to the Prospectus to correct such
untrue statement or omission, and deliver a number of copies of such
supplement and amendment to each Investor as such Investor may reasonably
request;

(F) As promptly as practicable after becoming aware of such event, notify
each Investor who holds Registrable Securities being sold (or, in the
event of an underwritten offering, the managing underwriters) of the
issuance by the Commission of any stop order or other suspension of the
effectiveness of the Registration Statement at the earliest possible time
and take all lawful action to effect the withdrawal, recession or removal
of such stop order or other suspension;

(G) Cause all the Registrable Securities covered by the Registration
Statement to be listed on the principal national securities exchange,
and included in an inter-dealer quotation system of a registered national
securities association, on or in which securities of the same class or
series issued by the Company are then listed or included;

(H) Maintain a transfer agent and registrar, which may be a single entity,
for the Registrable Securities not later than the effective date of the
Registration Statement;

(I) Cooperate with the Investors who hold Registrable Securities being
offered to facilitate the timely preparation and delivery of certificates
for the Registrable Securities to be offered pursuant to the registration
statement and enable such certificates for the Registrable Securities to be
in such denominations or amounts, as the case may be, as the Investors
and facilitate the disposition by the Investors of their Registrable
Securities in accordance with the intended methods therefor provided in the
Prospectus which are customary under the circumstances;

(K) Make generally available to its security holders as soon as
practicable, but in any event not later than three (3) months after (i)
the effective date (as defined in Rule 158(c) under the Securities Act)
of the Registration Statement and (ii) the effective date of each
post-effective amendment to the Registration Statement, as the case may
be, an earnings statement of the Company and its subsidiaries complying
with Section 11 (a) of the Securities Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company,
Rule 158);

(L) In the event of an underwritten offering, promptly include or
incorporate in a Prospectus supplement or post-effective amendment to
the Registration Statement such information as the managers reasonably
agree should be included therein and to which the Company does not
reasonably object and make all required filings of such Prospectus
supplement or post-effective amendment as soon as practicable after it
is notified of the matters to be included or incorporated in such
Prospectus supplement or post-effective amendment;

(M) (i)	Make reasonably available for inspection by Investors, any
underwriter participating in any disposition pursuant to the
Registration Statement, and any attorney, accountant or other agent
retained by such Investors or any such underwriter all relevant
financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and (ii) cause the
Company's officers, directors and employees to supply all information
reasonably requested by such Investors or any such underwriter,
attorney, accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence
examinations; provided, however, that all records, information and
documents that are designated in writing by the Company, in good faith,
as confidential, proprietary or containing any material nonpublic
information shall be kept confidential by such Investors and any such
underwriter, attorney, accountant or agent (pursuant to an appropriate
confidentiality agreement in the case of any such holder or agent),
unless such disclosure is made pursuant to judicial process in a court
proceeding (after first giving the Company an opportunity promptly to
seek a protective order or otherwise limit the scope of the information
sought to be disclosed) or is required by law, or such records,
information or documents become available to the public generally or
through a third party not in violation of an accompanying obligation of
confidentiality; and provided, further, that, if the foregoing
inspection and information gathering would otherwise disrupt the
Company's conduct of its business, such inspection and information
gathering shall, to the maximum extent possible, be coordinated on
behalf of the Investors and the other parties entitled thereto by one
firm of counsel designed by and on behalf of the majority in interest
of Investors and other parties;
(N) In connection with any underwritten offering, make such
representations and warranties to the Investors participating in such
underwritten offering and to the managers, in form, substance and scope
as are customarily made by the Company to underwriters in secondary
underwritten offerings;

(O) In connection with any underwritten offering, obtain opinions of
counsel to the Company (which counsel and opinions (in form, scope
and substance) shall be reasonably satisfactory to the managers)
addressed to the underwriters, covering such matters as are customarily
covered in opinions requested in secondary underwritten offerings (it
being agreed that the matters to be covered by such opinions shall
include, without limitation, as of the date of the opinion and as of
the Effective Time of the Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from
the Registration Statement and the Prospectus, including any documents
incorporated by reference therein, of an untrue statement of a material
fact or the omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus,
in light of the circumstances under which they were made) not misleading,
subject to customary limitations);

(P) In connection with any underwritten offering, obtain "cold comfort"
letters and updates thereof from the independent public accountants of
the Company (and, if necessary, from the independent public accountants
of any subsidiary of the Company or of any business acquired by the
Company, in each case for which financial statements and financial data
are, or are required to be, included in the Registration Statement),
addressed to each underwriter participating in such underwritten
offering (if such underwriter has provided such letter, representations
or documentation, if any, required for such cold comfort letter to be
so addressed), in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with
secondary underwritten offerings;
(Q) In connection with any underwritten offering, deliver such documents
and certificates as may be reasonably required by the managers, if any,
and

(R) In the event that any broker-dealer registered under the Exchange Act
shall be an "Affiliate" (as defined in Rule 2729(b)(1) of the rules and
regulations of the National Association of Securities Dealers, Inc. (the
"NASD Rules") (or any successor provision thereto)) of the Company or
has a "conflict of interest" (as defined in Rule 2720(b)(7) of the NASD
Rules (or any successor provision thereto)) and such broker-dealer shall
underwrite, participate as a member of an underwriting syndicate or
selling group or assist in the distribution of any Registrable
Securities covered by the Registration Statement, whether as a holder
of such Registrable Securities or as an underwriter, a placement or
sales agent or a broker or dealer in respect thereof, or otherwise,
the Company shall assist such broker-dealer in complying with the
requirements of the NASD Rules, including, without limitation, by
(A) engaging a "qualified independent underwriter" (as defined in
Rule 2720(b)(15) of the NASD Rules (or any successor provision
thereto)) to participate in the preparation of the Registration
Statement relating to such Registrable Securities, to exercise
usual standards of due diligence in respect thereof and to
recommend the public offering price of such Registrable
Securities, (B) indemnifying such qualified independent
underwriter to the extent of the indemnification of underwriters
provided in Section 6 hereof and (C) providing such information to
such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the NASD Rules.

4. Obligations of the Investors

In connection with the registration of the Registrable Securities,
the Investors shall have the following obligations:

(A) It shall be a condition precedent to the obligations of the
Company to complete the registration pursuant to this Agreement
with respect to the Registrable Securities of a particular Investor
that such Investor shall furnish to the Company such information
regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held
by it as shall be reasonably required to effect the registration
of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably
request;

(B) Each Investor by its acceptance of the Registrable Securities
agrees to cooperate with the Company in connection with the preparation
and filing of the Registration Statement hereunder, unless such
Investor has notified the Company in writing of its election to exclude
all of its Registrable Securities from the Registration Statement; and

(C) Each Investor agrees that, upon receipt of any notice from the
Company of the occurrence of any event of the kind described in
Section 3(E) or 3(F), it shall immediately discontinue its disposition
of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such Investor's receipt of
the copies of the supplemented or amended Prospectus contemplated by
Section 3(E) and, if so directed by the Company, such Investor shall
deliver to the Company (at the expense of the Company) or destroy (and
deliver to the Company a certificate of destruction) all copies in such
Investor's possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice.

5. Expenses of Registration

All expenses, other than underwriting discounts and commissions,
incurred in connection with registrations, filings or qualifications
pursuant to Section 3, but including, without limitation, all
registration, listing, and qualifications fees, printing and engraving
fees, accounting fees, and the fees and disbursements of counsel for
the Company, and the reasonable fees of one firm of counsel to the
holders of a majority in interest of the Registrable Securities shall
be borne by the Company.  Notwithstanding the foregoing, LJCI shall
advance to the Company up to the first $25,000 of the legal fees of
counsel to the Company, in connection with the preparation of the
initial Registration Statement herewith which advance will bear
interest at the rate of % per annum with the amount thereof and
interest to be paid concurrently with and in accordance with the
April Note.

6. Indemnification and Contribution

(A) The Company shall indemnify and hold harmless each Investor and
each underwriter, if any, which facilitates the disposition of
Registrable Securities, and each of their respective officers and
directors and each person who controls such Investor or underwriter
within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act (each such person being sometimes hereinafter
referred to as an "Indemnified Person") from and against any losses,
claims, damages or liabilities, joint or several, to which such
Indemnified Person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or an omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, not misleading, or arise
out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Prospectus or an omission or alleged
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Company
hereby agrees to reimburse such Indemnified Person for all reasonable
legal and other expenses incurred by them in connection with investigating
or defending any such action or claim as and when such expenses are
incurred; provided, however, that the Company shall not be liable to any
such Indemnified Person in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon (i) an
untrue statement or alleged untrue statement made in, or an omission or
alleged omission from, such Registration Statement or Prospectus in
reliance upon and in conformity with written information furnished to the
Company by such Indemnified Person expressly for use therein or (ii) in
the case of the occurrence of an event of the type specified in Section
3(E), the use by the Indemnified Person of an outdated or defective
Prospectus after the Company has provided to such Indemnified Person an
updated Prospectus correcting the untrue statement or alleged untrue
statement or omission or alleged omission giving rise to such loss, claim,
damage or liability.

(B) Indemnification by the Investors and Underwriters.  Each Investor
agrees, as a consequence of the inclusion of any of its Registrable
Securities in a Registration Statement, and each underwriter, if any,
which facilitates the disposition of Registrable Securities shall agree,
as a consequence of facilitating such disposition of Registrable
Securities, severally and not jointly, to (i) indemnify and hold
harmless the Company, its directors (including any person who, with his
or her consent, is named in the Registration Statement as a director
nominee of the Company), its officers who sign any Registration Statement
and each person, if any, who controls the Company within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange
Act, against any losses, claims, damages or liabilities to which the
Company or such other persons may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in
such Registration Statement or Prospectus or arise out of or are based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
(in light of the circumstances under which they were made, in the case of
the Prospectus), not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company by such holder or
underwriter expressly for use therein; provided, however, that no
Investor or underwriter shall be liable under this Section 6(B) for any
amount in excess of the net proceeds paid to such Investor or underwriter
in respect of shares sold by it and (ii) reimburse the Company for any
legal or other expenses incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.

(C) Notice of Claims, etc.  Promptly after receipt by a party seeking
indemnification pursuant to this Section 6 (an "Indemnified Party") of
written notice of any investigation, claim, proceeding or other action
in respect of which indemnification is being sought (each, a "Claim"),
the Indemnified Party promptly shall notify the party against whom
indemnification pursuant to this Section 6 is being sought
(the "Indemnifying Party") of the commencement thereof; but the omission
to so notify the Indemnifying Party shall not relieve it from any
liability that it otherwise may have to the Indemnified Party, except to
the extent that the Indemnifying Party is materially prejudiced and
forfeits substantive rights and defenses by reason of such failure.  In
connection with any Claim as to which both the Indemnifying Party and
the Indemnified Party are parties, the Indemnifying Party shall be
entitled to assume the defense thereof.  Notwithstanding the assumption
of the defense of any Claim by the Indemnifying Party, the Indemnified
Party shall have the right to employ separate legal counsel and to
participate in the defense of such Claim, and the Indemnifying Party shall
bear the reasonable fees, out-of-pocket costs and expenses of such separate
legal counsel to the Indemnified Party if (and only if): (x) the
Indemnifying Party shall have agreed to pay such fees, costs and
expenses, (y) the Indemnified Party and the Indemnifying Party shall
reasonably have concluded that representation of the Indemnified Party
by the Indemnifying Party by the same legal counsel would not be
appropriate due to actual or, as reasonably determined by legal counsel
to the Indemnified Party, potentially differing interests between such
parties in the conduct of the defense of such Claim, or if there may be
legal defenses available to the Indemnified Party that are in addition
to or disparate from those available to the Indemnifying Party or (z)
the Indemnifying Party shall have failed to employ legal counsel
reasonably satisfactory to the Indemnified Party within a reasonable
period of time after notice of the commencement of such Claim.  If the
Indemnified Party employs separate legal counsel in circumstances other
than as described in clauses (x), (y) or (z) above, the fees, costs and
expenses of such legal counsel shall be borne exclusively by the
Indemnified Party.  Except as provided above, the Indemnifying Party
shall not, in connection with any Claim in the same jurisdiction, be
liable for the fees and expenses of more than one firm of counsel for the
Indemnified Party (together with appropriate local counsel).  The
Indemnified Party shall not, without the prior written consent of the
Indemnifying Party (which consent shall not unreasonably be withheld),
settle or compromise any Claim or consent to the entry of any judgment
that does not include an unconditional release of the Indemnifying Party
from all liabilities with respect to such Claim or judgment.

(D) Contribution.  If the indemnification provided for in this Section 6
is unavailable to or insufficient to hold harmless an Indemnified Person
under subsection (A) or (B) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to
therein, then each Indemnifying Party shall contribute to the amount paid
or payable by such Indemnified Party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion
as is appropriate to reflect the relative fault of the Indemnifying Party
and the Indemnified Party in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions
in respect thereof), as well as any other relevant equitable
considerations.  The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to
information supplied by such Indemnifying Party or by such Indemnified
Party, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.  The
parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6(D) were determined by pro rata
allocation (even if the Investors or any underwriters were treated as
one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in
this Section 6(D).  The amount paid or payable by an Indemnified Party
as a result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any
such action or claim.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The obligations of the Investors and
any underwriters in this Section 6(D) to contribute shall be several
in proportion to the percentage of Registrable Securities registered
or underwritten, as the case may be, by them and not joint.
(E) Notwithstanding any other provision of this Section 6, in no event
shall any (i) Investor be required to undertake liability to any
person under this Section 6 for any amounts in excess of the dollar
amount of the proceeds to be received by such Investor from the sale
of such Investor's Registrable Securities (after deducting any fees,
discounts and commissions applicable thereto) pursuant to any
Registration Statement under which such Registrable Securities are
to be registered under the Securities Act and (ii) underwriter be
required to undertake liability to any Person hereunder for any
amounts in excess of the aggregate discount, commission or other
compensation payable to such underwriter with respect to the
Registrable Securities underwritten by it and distributed pursuant
to the Registration Statement.

(F) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have to any
Indemnified Person and the obligations of any Indemnified Person under
this Section 6 shall be in addition to any liability which such
Indemnified Person may otherwise have to the Company.  The remedies
provided in this Section 6 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to an indemnified
party at law or in equity.

7. Rule 144

With a view to making available to the Investors the benefits of Rule
144 under the Securities Act or any other similar rule or regulation of
the Commission that may at any time permit the Investors to sell
securities of the Company to the public without registration
("Rule 144"), the Company agrees to use its best efforts to:

(1) comply with the provisions of paragraph (c) (1) of Rule 144 and

(2) file with the Commission in a timely manner all reports and other
documents required to be filed by the Company pursuant to Section 13
or 15(d) under the Exchange Act; and, if at any time it is not
required to file such reports but in the past had been required to or
did file such reports, it will, upon the request of any Investor, make
available other information as required by, and so long as necessary
to permit sales of, its Registrable Securities pursuant to Rule 144.

8. Assignment

The rights to have the Company register Registrable Securities pursuant
to this Agreement shall be automatically assigned by the Investors to
any permitted transferee of all or any portion of such Registrable
Securities (or all or any portion of the Convertible Note and/or the
Securities Purchase Agreement) only if (a) the Investor agrees in
writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable
time after such assignment, (b) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice
of (i) the name and address of such transferee or assignee and (ii)
the securities with respect to which such registration rights are being
transferred or assigned, (c) immediately following such transfer or
assignment, the securities so transferred or assigned to the transferee
or assignee constitute Restricted Securities and (d) at or before the
time the Company received the written notice contemplated by clause (b)
of this sentence the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions contained herein.

9. Amendment and Waiver

Any provision of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written
consent of the Company and Investors who hold a majority-in-interest
of the Registrable Securities.  Any amendment or waiver effected in
accordance with this Section 9 shall be binding upon each Investor
and the Company.

10. Changes in Common Stock

If, and as often as, there are any changes in the Common Stock by way
of stock split, stock dividend, reverse split, combination or
reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall
be made in the provisions hereof, as may be required, so that the
rights and privileges granted hereby shall continue with respect to
the Common Stock as so changed.

11. Miscellaneous

(A) A person or entity shall be deemed to be a holder of Registrable
Securities whenever such person or entity owns of record such
Registrable Securities.  If the Company receives conflicting
instructions, notices or elections from two or more persons or
entities with respect to the same Registrable Securities, the
Company shall act upon the basis of instructions, notice or election
received from the registered owner of such Registrable Securities.

(B) If, after the date hereof and prior to the Commission declaring
the Registration Statement to be filed pursuant to Section 2(a)
effective under the Securities Act, the Company grants to any Person
any registration rights with respect to any Company securities which
are more favorable to such other Person than those provided in this
Agreement, then the Company forthwith shall grant on a pro-rata basis
(by means of an amendment to this Agreement or otherwise) identical
registration rights to all Investors hereunder.

(C) Except as may be otherwise provided herein, any notice or other
communication or delivery required or permitted hereunder shall be in
writing and shall be delivered personally, or sent by telecopier
machine or by a nationally recognized overnight courier service, and
shall be deemed given when so delivered personally, or by telecopier
machine or overnight courier service as follows:

(1) if to the Company, to:
MeltroniX, Inc.
9577 Cheasapeake Drive
San Diego, California  92123
Attention:	James T. Waring
Telecopier:
Telephone:	858.292.7000
with a copy to:
Ross, Dixon & Bell, LLP
550 West "B" Street
Suite 400
San Diego, CA  92101
Attention:	Van E. Haynie, Esq.
Telecopier:	619.231.8796
Telephone:	619.235.4040

(2) if to Lizt or LJCI, to:
La Jolla Cove Investors, Inc.
Suite 200
7817 Herschel Avenue
La Jolla, California  92037
Attention:	Travis Huff
Telecopier:	858.551.0987
Telephone:	858.551.8703
with a copy to:
Loeb & Loeb LLP
Suite 2200
10100 Santa Monica Boulevard
Attention:	David Ficksman, Esq.
Telecopier:	310.282.2192
Telephone:	310.282.2000

(3) If to any other Investor, at such address as such Investor shall
have provided in writing to the Company. The Company, the Initial
Investor or any Investor may change the foregoing address by notice
given pursuant to this Section 11(C).

(D) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof.

(E) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of California.  Each of the parties
consents to the jurisdiction of the federal courts whose districts
encompass any part of the City of San Diego or the state courts of
the State of California sitting in the City of San Diego in connection
with any dispute arising under this Agreement and hereby waives, to the
maximum extent permitted by law, any objection including any objection
based on forum non conveniens, to the bringing of any such proceeding
in such jurisdictions.

(F) The remedies provided in this Agreement are cumulative and not
exclusive of any remedies provided by law.  If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way
be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction.  It is hereby stipulated and
declared to be the intention of the parties that they would have executed
the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

(G) The Company shall not enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the holders
of Registrable Securities in this Agreement or otherwise conflicts with
the provisions hereof.
(H) This Agreement supersedes all prior agreements and undertakings
among the parties hereto with respect to the subject matter hereof
including, without limitation, the Registration Rights Agreement
entered into in connection with the First Securities Purchase
Agreement and Second Securities Purchase Agreement.

(I) Subject to the requirements of Section 8 hereof, this Agreement
shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties hereto.

(J) All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.

(K) The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning thereof.

(L) The Company acknowledges that any failure by the Company to
perform its obligations under Sections 2 and 3, or any delay in
such performance, could result in direct damages to the Investors
and the Company agrees that, in addition to any other liability the
Company may have by reason of any such failure or delay, the Company
shall be liable for all direct damages caused by such failure
or delay.

(M) This Agreement may be executed in two (2) counterparts, each of
which shall be deemed an original but both of which shall constitute
one and the same agreement.  A facsimile transmission of this signed
Agreement shall be legal and binding on the parties hereto.

IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement
to be executed and delivered on the date first above written.

MELTRONIX, INC
By:
Andrew Wrobel, Chief Executive Officer
THE NORMAN A. LIZT IRA
By:
Name:
Title:
LA JOLLA COVE INVESTORS INC.
By:
Name:
Title:

EX-9

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (AS AMENDED), AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES, OR
DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER OF THESE SECURITIES THAT SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.

LOAN AGREEMENT

THIS LOAN AGREEMENT ("Agreement") is entered into effective as of
April 6, 2001 ("Effective Date"), between Meltronix, Inc.,
("Meltronix"), and La Jolla Cove Investors, Inc. ("LJCI").
1. Loan and Note.  As of the Effective Date, LJCI will make a loan
to Meltronix in the principal amount of Two Hundred Thousand Dollars
($200,000.00), which amount LJCI will deliver to Meltronix in one lump
sum ("Loan").  The terms and conditions of the Loan are set forth in
the form of Secured Promissory Note attached hereto as Exhibit "A"
("Note").  On the Effective Date, Meltronix and LJCI shall each execute
and deliver to each other the Note.

2. Security for Loan and Note.

2.1 Security Agreement.  On the Effective Date, Meltronix and LJCI shall
each execute and deliver to each other the Security Agreement in the form
attached hereto as Exhibit "B" ("Security Agreement"), pursuant to which
Meltronix has pledged the collateral described therein as security for the
repayment of the Loan, the Note and the obligations of Meltronix under the
Registration Rights Agreement (referred to in Paragraph 3 below).

2.2 Guarantee.  On the Effective Date, Paul Newharth, Andrew Wrobel and
Magda Wrobel (the "Guarantors") shall execute a continuing guaranty in
the form attached hereto as Exhibit "C".

2.3 Securities Agreement.  On the Effective Date, the Guarantors and LJCI
shall enter into a sharing and put and call agreement with respect to the
Common Stock referred to in Paragraph 4 below in the form attached hereto
as Exhibit "D".

3. Registration Rights.  On the Effective Date, Meltronix and LJCI shall
each execute and deliver to each other the Registration Rights Agreement
in the form attached hereto as Exhibit "E" ("Registration Rights
Agreement").

4. Issuance of Common Stock.  On the Effective Date, Meltronix shall
deliver to LJCI 1,000,000 shares of the Common Stock of Meltronix (the
"Common Stock") as additional consideration for the Loan.

5. Representations and Warranties of Meltronix.  In addition to any
representations and warranties Meltronix may make to LJCI elsewhere in
this Agreement or in any other document delivered to LJCI in connection
herewith, Meltronix represents and warrants to each of LJCI that the
statements contained in this Section 5 are true, accurate, complete, and
not misleading in any material respect, as of the Effective Date.

5.1 Common Stock.  The Common Stock to be issued to LJCI pursuant and
subject to the provisions of this Agreement has been duly authorized.
The issuance and delivery of the Common Stock as described in and
subject to the provisions of this Agreement has been duly authorized
by all required corporate action on the part of Meltronix.  Upon
the issuance, the Common Stock will be validly issued, fully paid
and non-assessable, with no personal liability attaching to the
ownership thereof, and will be free and clear of all liens,
charges, restrictions, claims and encumbrances imposed by or
through Meltronix.

5.2 Authority Regarding this Agreement.

5.2.1 Meltronix has the complete and unrestricted right, power,
authority and capacity to (a) execute and deliver this Agreement,
the Note, the Registration Rights Agreement, the Security Agreement
and every other document executed and delivered by Meltronix to LJCI
in connection with this Agreement, if any ("Other Documents"); (b)
issue and deliver the Common Stock to LJCI subject to and in
accordance with the provisions of this Agreement; and (c) carry out
and perform each of Meltronix's obligations pursuant to this Agreement,
the Note, the Registration Rights Agreement, the Security Agreement and
the Other Documents (if any).

5.2.2 No further approvals, actions or proceedings are necessary on the
part of Meltronix to authorize this Agreement, the Note, the
Registration Rights Agreement, the Security Agreement or the Other
Documents (if any) or any of the transactions contemplated thereby.

5.2.3 This Agreement, the Note, the Registration Rights Agreement, the
Security Agreement and the Other Documents (if any) have been duly and
validly executed and delivered by Meltronix and constitute legal, valid
and binding obligations of Meltronix, enforceable in accordance with
their terms.

5.3 No Violations.  Neither the execution and delivery of this
Agreement, the Note, the Registration Rights Agreement, the Security
Agreement or the Other Documents (if any), nor the consummation of any
of the transactions contemplated thereby, nor compliance by Meltronix
with any of the provisions thereof, will:

(a) violate, conflict with, or result in a breach of any of the
provisions of; constitute a default (or an event which, upon notice or
lapse of time or both, would constitute a default) under; result in the
termination or cancellation of; accelerate the performance required by;
or result in the creation of any lien, security interest, charge or
encumbrance upon any of the assets of Meltronix under any provision of
any note, bond, mortgage, indenture, deed of trust, lease, license or
any other agreement or obligation to which Meltronix is a party or by
which Meltronix or any of its assets may be bound or affected; or

(b) violate or conflict with any order, writ, injunction, decree,
judgment, permit, license, law, rule, regulation or ordinance
applicable to Meltronix or any of its assets.
5.4 No Third Party Consents.  Neither the execution and delivery of
this Agreement, the Note, the Registration Rights Agreement, the
Security Agreement or the Other Documents (if any), nor the consummation
of any of the transactions contemplated thereby, nor compliance by
Meltronix with any of the provisions thereof, will require any consent,
approval, authorization or permit from, or any notice, registration or
filing to or with, any governmental or regulatory authority or any other
third party, other than routine disclosure filings that may be required
pursuant to applicable United States securities laws.

5.5 Brokers or Finders.  Meltronix has not taken any actions in
connection with the negotiations relating to this Agreement or the
transactions contemplated hereby that could give rise to an obligation
on the part of LJCI to pay any brokerage or finder's fee, commission or
similar compensation to any party in connection therewith.

5.6 Organization; Reporting Company Status.
(a) Meltronix is a corporation duly organized, validly existing and in
good standing under the laws of the state or jurisdiction in which it
is incorporated and is duly qualified as a foreign corporation in all
jurisdictions in which the failure so to qualify would reasonably be
expected to have a material adverse effect on the business, properties,
prospects, condition (financial or otherwise) or results of operations
of Meltronix taken as a whole or on the consummation of any of the
transactions contemplated by this Agreement.

(b) The common stock of Meltronix is traded on the OTC Bulletin Board
service of the National Association of Securities Dealers, Inc.
("OTCBB"), and Meltronix has not received any notice regarding, and to
its knowledge there is no threat of, the termination or discontinuance
of the eligibility of the common stock of Meltronix for such trading.
5.7 Validity of Issuance of the Securities.  The Common Stock, upon
issuance in accordance with the provisions of this Agreement, will be
validly issued and outstanding, fully paid and nonassessable, and not
subject to any preemptive rights, rights of first refusal, tag-along
rights, drag-along rights or other similar rights.

5.8 Approvals.  No authorization, approval or consent of any court or
public or governmental authority is required to be obtained by
Meltronix for the issuance and sale of the Common Stock issuable to
LJCI pursuant to this Agreement, except such authorizations, approvals
and consents as have been obtained by Meltronix prior to the date
hereof.

5.9 Commission Filings.  Meltronix has properly and timely filed with
the United States Securities and Exchange Commission ("Commission")
all reports, proxy statements, forms and other documents required to be
filed with the Commission under the 33 Act and the Securities Exchange
Act of 1934, as amended ("34 Act"), since becoming subject to the 33
and 34 Acts ("Commission Filings").  As of their respective dates,
(i) the Commission Filings complied in all material respects with the
requirements of the 33 Act or the 34 Act, as the case may be, and the
rules and regulations of the Commission promulgated thereunder
applicable to such Commission Filings and (ii) none of the Commission
Filings contained at the time of its filing any untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.  The
financial statements of Meltronix included in the Commission Filings, as
of the dates of such documents, were true and complete in all material
respects and complied with applicable accounting requirements and the
published rules and regulations of the Commission with respect thereto,
were prepared in accordance with generally accepted accounting
principles in the United States ("GAAP") (except in the case of
unaudited statements permitted by Form 10-Q under the 34 Act)
applied on a consistent basis during the periods involved (except
as may be indicated in the notes thereto) and fairly presented the
consolidated financial position of Meltronix and its subsidiaries
as of the dates thereof and the consolidated results of their operations
and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments that in the
aggregate are not material and to any other adjustment described
therein).

5.10 Securities Law Matters.  Assuming the accuracy of the
representations and warranties of LJCI set forth in Section 6 hereof,
the offer and sale by Meltronix of the Common Stock issuable to LJCI
pursuant to this Agreement, will be exempt from (i) the registration
and prospectus delivery requirements of the Securities Act of 1933
(as amended) ("33 Act") and the rules and regulations of the Securities
and Exchange Commission thereunder and (ii) the registration and/or
qualification provisions of all applicable state securities and
"blue sky" laws.  Meltronix shall not directly or indirectly take, and
shall not permit any of its directors, officers or affiliates directly
or indirectly to take, any action which will make unavailable the
exemption from 33 Act registration being relied upon by Meltronix for
the offer and sale to LJCI of the Common Stock as contemplated by this
Agreement.  No form of general solicitation or advertising has been used
or authorized by Meltronix or any of its officers, directors or
affiliates in connection with the offer or sale of the Common Stock as
contemplated by this Agreement, the Note, or any other agreement to
which Meltronix is a party.

5.11 Interest.  The timely payment of interest as required pursuant to
the provisions of the Note is not prohibited by the Articles of
Incorporation or By-Laws of Meltronix, in each case as amended to the
date of this Agreement, or any agreement, contract, document or other
undertaking to which Meltronix or any of its subsidiaries is a party.
5.12 No Misrepresentation.  No representation or warranty of Meltronix
contained in this Agreement, any annex or exhibit hereto, or in any
agreement, instrument or certificate furnished by Meltronix to LJCI
pursuant to this Agreement, contains any untrue statement of a
material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading.
6. Representations and Warranties of LJCI.  In addition to any
representations and warranties LJCI may make to Meltronix elsewhere in
this Agreement or in any other document delivered to Meltronix in
connection herewith, LJCI represents and warrants to Meltronix that the
statements contained in this Section 6 are true, accurate, complete,
and not misleading in any material respect, as of the Effective Date.

6.1 Authority Regarding this Agreement.

6.1.1 LJCI has the complete and unrestricted right, power, authority
and capacity to (a) execute and deliver this Agreement, the Note, the
Registration Rights Agreement, and every other document executed and
delivered by LJCI to Meltronix in connection with this Agreement, if
any ("Other Documents"); and (b) carry out and perform each of LJCI's
obligations pursuant to this Agreement, the Note, the Registration
Rights Agreement, and the Other Documents (if any).

6.1.2 No further approvals, actions or proceedings are necessary on the
part of LJCI to authorize this Agreement, the Note, the Registration
Rights Agreement, or the Other Documents (if any) or any of the
transactions contemplated thereby.

6.1.3 This Agreement, the Note, the Registration Rights Agreement,
and the Other Documents (if any) have been duly and validly
executed and delivered by LJCI and constitute legal, valid and
binding obligations of LJCI, enforceable in accordance with their
terms, jointly and severally.

6.2 No Violations.  Neither the execution and delivery of this
Agreement, the Note, the Registration Rights Agreement, or the
Other Documents (if any), nor the consummation of any of the
transactions contemplated thereby, nor compliance by LJCI with any
of the provisions thereof, will:

(a) violate, conflict with, or result in a breach of any of the
provisions of; constitute a default (or an event which, upon notice or
lapse of time or both, would constitute a default) under; result in the
termination or cancellation of; accelerate the performance required by;
or result in the creation of any lien, security interest, charge or
encumbrance upon any of the assets of LJCI under any provision of any
note, bond, mortgage, indenture, deed of trust, lease, license or any
other agreement or obligation to which LJCI is a party or by which LJCI
or any of LJCI's assets may be bound or affected; or

(b) violate or conflict with any order, writ, injunction, decree,
judgment, permit, license, law, rule, regulation or ordinance
applicable to LJCI or any of LJCI's assets.

6.3 No Third Party Consents.  To the best of LJCI's knowledge, neither
the execution and delivery of this Agreement, the Note, the
Registration Rights Agreement, or the Other Documents (if any), nor
the consummation of any of the transactions contemplated thereby, nor
compliance by LJCI with any of the provisions thereof, will require
any consent, approval, authorization or permit from, or any notice,
registration or filing to or with, any governmental or regulatory
authority or any other third party, other than routine disclosure
filings that may be required pursuant to applicable United States
securities laws.

6.4 Brokers or Finders.  LJCI has not taken any actions in connection
with the negotiations relating to this Agreement or the transactions
contemplated hereby that could give rise to an obligation on the part
of Meltronix to pay any brokerage or finder's fee, commission or
similar compensation to any party in connection therewith.

6.5 Securities.

6.5.1 The Common Stock acquired by LJCI pursuant to this Agreement
shall be purchased for LJCI's own account, for investment purposes
only, not for the account of any other person, and not with a view
to distribution, assignment, or resale to others or to
fractionalization in whole or in part except as contemplated by the
Securities Agreement referred to in Section 2.3.
6.5.2 LJCI recognizes that an investment in Meltronix and a purchase
of the Common Stock involves substantial risks, and is completely
cognizant of and understands all of the risk factors related to a
purchase of the Common Stock.
6.5.3 In light of LJCI's particular tax and financial situation,
LJCI has carefully considered and has, to the extent LJCI believes
such discussion is necessary, discussed with LJCI's professional
legal, tax and financial advisors, the suitability of an investment
in Meltronix and a purchase of the Common Stock, and LJCI has
determined that an investment in Meltronix and a purchase of the
Common Stock are a suitable investment for LJCI.

6.5.4 LJCI has such knowledge and experience in financial and
business matters that LJCI is capable of evaluating the merits and
risks of an investment in Meltronix and a purchase of the Common
Stock, and of making an informed investment decision.

6.5.5 LJCI understands that any Common Stock to be issued pursuant
to this Agreement is being offered and sold by Meltronix in reliance
on an exemption from the registration requirements of the 33 Act and
equivalent state securities and "blue sky" laws, and that Meltronix
is relying upon the accuracy of, and LJCI's compliance with, LJCI's
representations, warranties and covenants set forth in this Agreement
to determine the availability of such exemption and the eligibility
of LJCI to acquire any shares of Common Stock pursuant to this
Agreement;

6.5.6 LJCI understands that the Common Stock to be issued to LJCI
pursuant to this Agreement has not been approved or disapproved by
the Securities and Exchange Commission or any state securities
commission.6.6 Disclosure of Information.  LJCI acknowledges receipt
of all the information LJCI has requested in connection with the
transactions contemplated by this Agreement.  LJCI further acknowledges
having received an opportunity to ask questions and receive answers
from Meltronix, as well as to consult LJCI's own legal, tax and other
advisors, regarding the information provided and the terms and
conditions of this Agreement.  LJCI represents and warrants that LJCI
is prepared to lose the entire interest represented by this Agreement
and the shares of Common Stock and has not relied on Meltronix or any
of Meltronix's advisors in determining whether to make this investment
in Meltronix.

6.7 Investment Experience.  LJCI acknowledges that it is able to fend
for itself, can bear the economic risk of its investment and has such
knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the transactions
contemplated by this Agreement and in the shares of Common Stock.
LJCI also represents it has not been organized for the purpose of
entering into this Agreement, making the Loan or acquiring the
Common Stock.

6.8 Accredited Investor.  LJCI is (i) an "accredited investor" within
the meaning of Rule 501 of Regulation D under the 33 Act, (ii)
experienced in making investments of the kind contemplated by this
Agreement, (iii) capable, by reason of its business and financial
experience, of evaluating the relative merits and risks of an investment
in any Common Stock that may be issued to LJCI pursuant to this Agreement,
(iv) able to afford the loss of its entire investment in any such Common
Stock; and (v) understands the meaning and legal significance of all of
the foregoing provisions.

6.9 Restricted Securities.  LJCI understands that the Common Stock is
characterized as "restricted securities" under U.S. federal securities
laws inasmuch as it is being acquired from Meltronix in a transaction
not involving a public offering and without registration under such
laws and applicable regulations and cannot be resold without
registration under the 33 Act, except in certain limited circumstances.
In this connection, LJCI represents that it is familiar with SEC
Rule 144, as currently in effect, and understands the resale
limitations imposed on these securities by the 33 Act.

6.10 Compliance with Securities Laws.  Unless otherwise provided herein,
without in any way limiting the representations set forth above, LJCI
further agrees not to make any disposition of all or any portion of any
shares of Common Stock to be issued pursuant to this Agreement, unless
and until the transferee has agreed in writing for the benefit of
Meltronix to be bound by the terms of this Agreement, provided and to
the extent such terms are then applicable, and:

(a) There is then in effect a registration statement under the 33 Act
covering such proposed disposition and such disposition is made in
accordance with such registration statement; or

(b) LJCI shall have (1) notified Meltronix of the proposed
disposition and shall have furnished Meltronix with a detailed
statement of the circumstances surrounding the proposed disposition,
and (2) furnished Meltronix with an opinion of counsel, reasonably
satisfactory to Meltronix, that such disposition will not require
registration of such securities under the 33 Act.

6.11 Legends. All shares of Common Stock issued pursuant to this
Agreement will bear one or all of the following legends:

(a) "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (AS AMENDED), AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES,
OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER OF THESE SECURITIES THAT SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT."

(b) Any legend required by the laws of the State of California or other
applicable authority, including any legend required by the California
Department of Corporations and Sections 417 and 418 of the California
Corporations Code.

7. Certain Covenants and Acknowledgments.

7.1 Filings.  Meltronix shall make all necessary Commission Filings
and "blue sky" filings required to be made by Meltronix as may be
required by all applicable laws in connection with this Agreement, and
shall provide a copy thereof to LJCI promptly after any such filing.

7.2 Reporting Status.  So long as LJCI beneficially owns any of the
Common Stock, Meltronix shall timely file all reports required to be
filed by it with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act.

7.3 Listing.  Except to the extent Meltronix lists its Common Stock on
The New York Stock Exchange, The American Stock Exchange or The Nasdaq
Stock Market, Meltronix shall use its best efforts to maintain its
listing of the Common Stock on OTCBB.  If the Common Stock is delisted
from OTCBB, Meltronix will use its best efforts to list the Common
Stock on the most liquid national securities exchange or quotation
system that the Common Stock is qualified to be listed on.

7.4 Information.  Each of the parties hereto acknowledges and agrees
that LJCI shall not be provided with, nor be given access to, any
material non-public information relating to Meltronix or any of its
subsidiaries.

7.5 Accounting and Reserves.  Meltronix shall maintain a standard and
uniform system of accounting and shall keep proper books and records
and accounts in which full, true, and correct entries shall be made of
its transactions, all in accordance with GAAP applied on consistent
basis through all periods, and shall set aside on such books for each
fiscal year all such reserves for depreciation, obsolescence,
amortization, bad debts and other purposes in connection with its
operations as are required by such principles so applied.

7.6 Transactions with Affiliates.  Neither Meltronix nor any of its
subsidiaries shall, directly or indirectly, enter into any transaction
or agreement with any stockholder, officer, director or affiliate of
Meltronix, or family member of any officer, director or affiliate of
Meltronix, unless the transaction or agreement is (i) reviewed and
approved by the Board of Directors of Meltronix in accordance with the
provisions of Section 310 of the California Corporations Code, and (ii)
on terms no less favorable to Meltronix or the applicable subsidiary
than those obtainable from a nonaffiliated person. For purposes of this
Agreement, the term "affiliate" shall have the meaning ascribed to such
term in Rule 12b-2 under the 34 Act.

7.7 Certain Restrictions.  So long as the Note is outstanding, no
dividends shall be declared or paid or set apart for payment nor shall
any other distribution be declared or made upon any capital stock of
Meltronix, nor shall any capital stock of Meltronix be redeemed,
purchased or otherwise acquired (other than a redemption, purchase or
other acquisition of shares of Common Stock made for purposes of an
employee incentive or benefit plan (including a stock option plan) of
Meltronix or any subsidiary), for any consideration by Meltronix,
directly or indirectly, nor shall any moneys be paid to or made available
for a sinking fund for the redemption of any shares of any such stock.

8. Miscellaneous Provisions.

8.1 Governing Law.  This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of
the State of California, United States of America.

8.2 Attorneys' Fees.  Subject to the provisions of the Note, in the
event of any legal action between the parties with respect to this
Agreement or the subject matter hereof, the prevailing party shall be
entitled to recover reasonable attorneys' fees in addition to court
costs and litigation expenses incurred in said legal action, regardless
of whether such legal action is prosecuted to judgment.

8.3 Notices.  Any notice, demand or other communication required or
permitted under this Agreement shall be deemed given and delivered when
in writing and (a) personally served upon the receiving party, or (b)
upon the third (3rd) calendar day after mailing to the receiving party
by either (i) United States registered or certified mail, postage
prepaid, or (ii) FedEx or other comparable overnight delivery service,
delivery charges prepaid, and addressed as follows:

To Meltronix:	Meltronix, Inc.
                  9577 Chesapeake Drive
			San Diego, CA 92123
			Attn: Chief Executive Officer

To LJCI:		c/o Travis Huff
			La Jolla Cove Investors, Inc.
			7817 Herschel Avenue, Suite 200
			La Jolla, California  92037

Any party may change the address specified in this section by giving the
other party notice of such new address in the manner set forth herein.

8.4 Severability.  In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or invalid, then this Agreement shall continue
in full force and effect without said provision.  If this Agreement
continues in full force and effect as provided above, the parties shall
replace the invalid provision with a valid provision which corresponds
as far as possible to the spirit and purpose of the invalid provision.

8.5 Counterparts.  This Agreement may be executed in any number of
counterparts, each of which may be executed by less than all of the
parties hereto, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall
constitute one document.

8.6 Entire Agreement.  This Agreement and the documents and agreements
contemplated herein constitute the entire agreement between the parties
with respect to the subject matter hereof, and supersede all prior oral
or written agreements, representations or warranties between the parties
other than those set forth herein or herein provided for.

8.7 Successors and Assigns.  The provisions hereof shall inure to the
benefit of, and be binding upon, the permitted successors and assigns,
heirs, executors, and administrators of the parties hereto.

8.8 Amendment and Waiver.  No modification or waiver of any provision
of this Agreement shall be binding upon the party against whom it is
sought to be enforced, unless specifically set forth in writing signed
by an authorized representative of that party.  A waiver by any party
of any of the terms or conditions of this Agreement in any one instance
shall not be deemed or construed to be a waiver of such terms or
conditions for the future, or of any subsequent breach thereof.  The
failure by any party hereto at any time to enforce any of the provisions
of this Agreement, or to require at any time performance of any of the
provisions hereof, shall in no way to be construed to be a waiver of
such provisions or to affect either the validity of this Agreement or
the right of any party to thereafter enforce each and every provision
of this Agreement.

8.9 Survivability.  All of the representations, warranties, agreements
and obligations of the parties pursuant to this Agreement shall survive
the closing of any of the transactions contemplated hereby.

8.10 Diligence and Good Faith.  LJCI and Meltronix specifically agree
to act diligently, in the utmost good faith and in a timely manner to
perform their respective obligations pursuant hereto, and to carry out
the reasonable intent of the provisions of this Agreement.  Each party
hereto shall execute such other and further agreements, documents and
things as reasonable requested by the other parties hereto to effect
the transactions contemplated by this Agreement.

8.11 California Usury Law.  All agreements between LJCI and Meltronix
are expressly limited so that in no contingency or event whatsoever
(whether by reason of the advancement of any proceeds under this
Agreement, demand for payment, acceleration of maturity of any unpaid
balance or otherwise) shall the amount paid or agreed to be paid to
Meltronix for the use, forbearance, or detention of any proceeds
advanced or to be advanced hereunder exceed the highest rate permissible
under applicable law.  If any payments in the nature of interest,
additional interest, and other charges made hereunder are held to be in
excess of the applicable limits imposed by the usury laws of the State
of California, it is agreed that any such amount held to be in excess
shall be considered payment of principal hereunder, and the principal
amount any indebtedness evidenced hereby shall be reduced by such amount
so that the total liability for payments in the nature of interest,
additional interest and other charges shall not exceed the applicable
limits imposed by the usury laws of the State of California.

8.12 Opinion.  The obligations of LJCI to make the Loan is conditioned
upon the delivery to LJCI of an opinion of counsel to Meltronix as to
the enforceability of this Agreement and the Note in form and substance
reasonably satisfactory to LJCI.

8.13 Reimbursement of Attorneys Fees.  Meltronix shall reimburse LJCI
the total amount of the attorneys' fees and expenses incurred by LJCI
in connection with negotiation, preparation, revising and finalizing of
this Agreement, and the other documents contemplated herein.  In the
alternative, LJCI shall have the right to deduct from the amount
disbursed to Meltronix pursuant to the Loan the estimated amount of such
fees and expenses.

IN WITNESS WHEREOF, LJCI and Meltronix have duly executed this
Agreement as of the date first above written.


MELTRONIX, INC.	LA JOLLA COVE INVESTORS, INC.
a California corporation
By:_________________________________	By:_________________________________
Andrew Wrobel,
Executive Officer
Print
Name:______________________________



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