PRE 14A

				MELTRONIX, INC.

		NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

				May XX, 2002

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of
MeltroniX, Inc., a California corporation (the "Company"), will be held
on May XX, 2002, at 10:00 a.m., local time, at 9577 Chesapeake Drive,
San Diego, California 92123, for the following purposes:

1.	To amend certain provisions of the Amended and Restated Articles
of Incorporation as described in the accompanying Proxy Statement.

2.	To amend certain provisions of the Bylaws as described in the
accompanying Proxy Statement.

3.	To vote upon such other matters as may properly come before the
meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only shareholders of record at the close of business on May 1, 2002 are
entitled to notice of and to vote at the meeting. The stock transfer
books will not be closed between the record date and the date of the
meeting. A list of shareholders entitled to vote at the Special Meeting
will be available for inspection at the executive offices of the Company
for a period of ten days before the Special Meeting.

All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to
sign and return the enclosed Proxy as promptly as possible in the envelope
enclosed for that purpose.

Any shareholder attending the meeting may vote in person even if he or
she has returned a Proxy.

  					    Sincerely,

  					    Robert M. Czajkowski
 				          President and Chief Executive Officer
May XX, 2002


YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE READ THE ATTACHED
PROXY STATEMENT CAREFULLY, AND COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.



                        TABLE OF CONTENTS

GENERAL .......................................................	1
Revocability of Proxies .......................................	1
Solicitation ..................................................	1
Deadline for Receipt of Shareholder Proposals .................	1
Record Date and Voting ........................................	1
MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING ...............	2
PROPOSAL ONE--Amendment to the Company's Amended and Restated
Articles of Incorporation to Increase the number of Authorized
Shares of Common Stock ........................................   2
Introduction ..................................................	2
Purposes of Amendment Generally ...............................	2
Making Shares of Common Stock Available for Issuance for New
Capital .......................................................	3
US-Semi Financing .............................................	4
Restructuring of Outstanding Payables and Other Debt
 Obligations ..................................................	5
Advantages and Disadvantages Noted by Board of Directors ......	5
Approvals Required ............................................	8
PROPOSAL TWO--Amendment of ByLaws .............................   9
Approvals Required ...........................................	9
OTHER MATTERS .................................................  10
APPENDIX A - PROXY CARD	.......................................  11
EXHIBIT A - Amendment to the Articles of Incorporation ........  11



                          MELTRONIX, INC.

                          PROXY STATEMENT
               FOR A SPECIAL MEETING OF SHAREHOLDERS
                      TO BE HELD ON MAY XX, 2002

General

The enclosed proxy ("Proxy") is solicited on behalf of the Board of
Directors of MeltroniX, Inc., a California corporation ("MeltroniX" or
the "Company"), for use at a Special Meeting of Shareholders to be held
on May XX, 2002 (the "Special Meeting"). The Special Meeting will be held
at 10:00 a.m., local time, at the Company's corporate headquarters at
9577 Chesapeake Drive, San Diego, California 92123.

These proxy solicitation materials were mailed on or about May XX, 2002
to all shareholders entitled to vote at the Special Meeting.

Revocability of Proxies

Any person giving a Proxy has the power to revoke it at any time before
its exercise.  It may be revoked by filing with the Chief Financial
Officer of the Company at the Company's principal executive offices, 9577
Chesapeake Drive, San Diego, California 92123, a notice of revocation or
another signed Proxy with a later date.  Any person may also revoke his
or her Proxy by attending the Special Meeting and voting in person.

Solicitation

The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement,
the Proxy and any additional soliciting materials furnished to shareholders.
Copies of solicitation materials will be furnished to brokerage houses,
fiduciaries, and custodians holding shares in their names that are
beneficially owned by others so that they may forward this solicitation
material to such beneficial owners. In addition, the Company may reimburse
such persons for their costs in forwarding the solicitation materials to
such beneficial owners. The original solicitation of proxies by mail will
be supplemented by solicitation by telephone, telegram, or other means by
directors, officers or employees of the Company. No compensation will be
paid to directors, officers or employees for any such services.

Record Date and Voting

Shareholders of record on May 1, 2002 are entitled to notice of and to
vote at the Special Meeting. On April 26, 2002, 29,848,331 shares of the
Company's common stock, no par value (the "Common Stock"), and 8,230,780
shares of the Company's Series A Preferred Stock, no par value (each
share of which is convertible into two (2) shares of Common stock) (the
"Series A Preferred Stock") were issued and outstanding. Abstentions and
broker non-votes are counted as present for the purpose of determining
the presence of a quorum for the transaction of business. Each shareholder
is entitled to one vote for each share of Common Stock held and two votes
for each share of Series A Preferred Stock held. In addition, as long as

PAGE 1

any shares of Series A Preferred Stock are outstanding, the holders of
the Series A Preferred Stock voting as a separate series with cumulative
voting rights as among themselves, shall be entitled to elect one director.
The holders of the Series A Preferred Stock and the Common Stock, voting
together as a single class, shall be entitled to elect the remaining
directors of the Company. All votes will be tabulated by the inspector of
election appointed for the meeting, who will separately tabulate
affirmative and negative votes, abstentions and broker non-votes.

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

This Proxy Statement contains forward-looking statements concerning the
Company's anticipated future revenues and earnings, adequacy of future
cash flow and related matters.  These forward-looking statements include,
but are not limited to, statements containing the words "expect", "believe",
"will", "may", "should", "project", "estimate", and like expressions, and
the negative thereof.  These statements are subject to risks and
uncertainties that could cause actual results to differ materially from
the statements, including competition, as well as those risks described in
the Company's SEC reports, including the Company's Form 10-K filed pursuant
to the Securities and Exchange Act of 1934.

PROPOSAL ONE - AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED ARTICLES
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK

Introduction

The Board has duly adopted a resolution approving, declaring
advisable and recommending to the Shareholders for their approval an
amendment to Article III of the Company's Amended and Restated Articles
of Incorporation.  This Amendment would increase the number of authorized
shares of the Company's Common Stock from 50,000,000 to 120,000,000.  If
the proposed amendment is approved by the Shareholders, the Company plans
to file a Certificate of Amendment with the Secretary of State of
California, upon which filing the amendment will take effect. The form of
the Amendment to the Articles of Incorporation is attached hereto as
Exhibit A.

Purposes of Amendment Generally

The increase in authorized shares is intended to create a significantly
larger pool of unissued and unreserved shares of Common Stock that could
be used for the following purposes:

1.  issuance of shares of Common Stock in exchange for new capital;

2.  issuance of shares of Common Stock in exchange for the restructuring
of outstanding payables and other debt obligations; and

3.  reservation of shares of Common Stock for possible conversions into
Common Stock by holders of Series A Preferred Stock, notes, options,
warrants, and other agreements granting a right to convert into Common
Stock, including options currently held by or issued in the future to
Directors and employees.
PAGE 2

The Board of Directors considers it advisable to have additional shares
of Common Stock available or future financing, debt restructuring,
acquisitions, stock dividends or for issuance under the Company's employee
benefit plans and for other general corporate purposes.

Making Shares of Common Stock Available for Issuance for New Capital

The primary reason for the proposed amendment is to increase the amount
of unissued and unreserved shares available for issuance to new investors
of the Company.  The Company from time to time has sought, and must
continue to seek, outside financing to fund its operations. The Company
anticipates that it may in the future enter into agreements to obtain new
capital in exchange for the issuance of shares of Common Stock that would
be authorized by the approval of this Proposal One. The availability of
such shares for issuance in the future will give the Company greater
flexibility and permit such shares to be issued without the expense and
delay of a special shareholders' meeting.

As of April 26, 2002, 29,848,331 shares of the Company's Common Stock
were issued and outstanding, and an additional 19,712,527 shares of
Common Stock were issuable upon conversion of shares of Series A
Preferred Stock, Preferred Stock dividends, and exercise of options
and warrants.  Further, as of April 26, 2002 an additional 9,968,105
shares of the Company's Common Stock were issuable upon conversion of
outstanding convertible notes.  Thus, as of April 26, 2002 the Company
had issued 59,528,963 shares of its Common Stock on a fully diluted
basis, after giving effect to any possible conversions into Common Stock
by the holders of any Series A Preferred Stock, options, warrants, and
convertible notes granting a right to convert into Common Stock.  This
fully diluted figure is 9,528,963 shares above the 50,000,000 shares of
Common Stock currently authorized by the Company's Amended and Restated
Articles of Incorporation.

In order to achieve equity financing on an interim basis, the Company
has obtained and continues to seek temporary forbearance agreements
from holders of its Preferred Stock, warrants, options and convertible
notes, all of which are convertible into shares of Common Stock.  The
number of shares subject to executed forbearance agreements is
16,543,969 shares of Common Stock, allowing the Company to comply with
the terms of exercisable notes, warrants, options and other instruments.

If the Shareholders approve Proposal One, the Company will have 70,471,037
shares of Common Stock available for equity financing, debt restructuring,
and issuance of additional shares under its employee benefits plan or
otherwise.  If Proposal One is not approved by the Shareholders, the
Company will not have a sufficient number of shares reserved for conversion
of Series A Preferred Stock, Preferred Stock dividends, and exercise of
options and warrants, and the Company will need to obtain additional
forbearances or other restructuring.






PAGE 3

Management cannot predict whether the Company will be able to raise
capital in exchange for the issuance of new equity, the price per share
of Common Stock at which such new equity might be issued, or the number
of shares that would be issued. Although management will seek to obtain
the highest price per share in such sales of equity that it is able,
considering the amount of equity to be raised and all other pertinent
factors, there can be no assurance that any such sale can be completed or
that the price of the Common Stock sold will be at or above any fixed number.
The inability to secure additional funding could have a material adverse
effect on the Company, including the possibility that the Company could have
to cease operations.

US-Semi Financing

Among other possible equity transactions, the Company may issue a
significant number of shares of Common Stock to United States
Semiconductor Corporation, a privately held Delaware corporation
("US-Semi"), or a subsidiary or affiliate of US-Semi, currently proposed
to be Kansas Technologies Investments Corporation, a Kansas corporation
("KTI").

In February 2001, the Company executed a letter of intent ("LOI") with
US-Semi, for a proposed transaction (the "US-Semi Financing") pursuant to
which, if consummated, US-Semi and/or a US-Semi subsidiary or affiliate,
could receive as much as 50% (as of the date of issuance) of the issued
and outstanding Common Stock of the Company (the "US-Semi Shares") in
exchange for (i) an exclusive, non-transferable license by US-Semi and/or
KTI for the use of certain technology ("RHI-NO," as described below) and
(ii) cash payments.  The US-Semi Shares would have the same dividend,
liquidation and voting rights as all other shares of Common Stock of the
Company.  Neither the US-Semi Shares nor any other shares of the Company's
Common Stock are redeemable. The expenses to further develop RHI-NO to a
commercially feasible and manufacturable level are to be borne by US-Semi
and/or KTI.  A portion of the US-Semi shares would only be issued upon
demonstration that RHI-NO is commercially feasible, at or about which time
the parties propose to enter a commercially standard royalty fee payable
by the Company to either US-Semi or KTI.

US-Semi agreed to provide the Company with interim funding of between
$1,000,000 to $1,500,000 during the pendency of the LOI for the purposes
of paying and reducing agreed upon accounts payable and establishing
agreed upon reserves.  In exchange for this interim funding, US-Semi was
granted the right to immediately nominate two (2) directors to the
Company's Board of Directors, and the parties agreed to work together to
determine the feasibility of the interim funding as well as the collateral
and/or consideration for such funding.  As of April 26, 2002, the Company
has received $1,211,000 in such interim funds from US-Semi.  Management is
continuing its discussion with US-Semi in anticipation of executing a
definitive agreement.

The consummation of the transactions contemplated by the LOI 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.

PAGE 4

The Company, founded in 1984 and its wholly-owned subsidiaries (MeltroniX
Solutions, Inc., Microelectronic Packaging of America, Inc., and MPI Place
Holder, Inc.) are providers of Advanced Electronic Manufacturing Services,
Products, Design, and Testing to high growth industries and applications
including: Internet equipment; wireless/telecommunication; medical;
satellites and military systems; and broadband communication and other
electronic systems manufacturers. This is based on the Company's ability to
develop and manufacture high-density packaging and interconnect
microelectronic products. Today the Company is placing renewed emphasis on
military and space applications by leveraging its capabilities in offering
devices, which are radiation tolerant and qualified to military
specifications.

RHI-NO is a proprietary, patented manufacturing process that improves
the radiation tolerance of commercially available semiconductors, enabling
satellite and military system designers to use commercial circuit parts
that may not have been available in the past because of radiation
performance problems. These enhanced devices are often called "rad hard"
devices.  Tests at Sandia National Laboratory indicate RHI-NO should also
improve the speed and power characteristics of most chip devices, which
could open up large commercial applications.

RHI-NO is the result of intellectual property acquired by US-Semi from
Lawrence Livermore National Laboratory.  In 1999, US-Semi purchased
exclusive licenses from Lawrence Livermore National Laboratory to certain
patents, which US-Semi improved. In 2000, Sandia National Laboratory tested
RHI-NO and published its conclusions that the technology eliminated
certain negative radiation effects on satellites, aviation, and ground
devices.  In 2001, US-Semi became the exclusive worldwide licensee of this
intellectual property.  US-Semi then entered into an agreement with
Sandia National Laboratory to act as a pilot plant in the productions of
high volume manufacturing versions of radiation hardened devices.

Restructuring of Outstanding Payables and Other Debt Obligations

The Company has in the past issued shares of equity in part as
consideration for the restructuring, reduction and/or forgiveness of
outstanding payables and other debt obligations.  The Company may find
it necessary to continue this kind of debt restructuring in the future.
The number of shares that would be issued in connection with such
restructuring cannot currently be determined, but may be significant.

Management cannot predict whether the Company will be able to restructure
debt in exchange for the issuance of new equity, the price per share of
Common Stock at which such new equity might be issued, or the number of
shares that would be issued.

Advantages and Disadvantages Noted by Board of Directors

The Company's Board of Directors believes that approval of this Proposal
One is in the best interests of the Company and its shareholders. In
reaching this conclusion, the Board of Directors noted that there are
significant advantages and disadvantages to this Proposal One.


PAGE 5

The advantages noted by the Board include the Company's ability to satisfy
its need for capital and value of the RHI-NO technology.  The Company
requires additional capital and intellectual property to carry out its
transformation 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. Further, additional capital will provide management with the
capability to fill an existing backlog of orders and with the flexibility
it needs to manage creditors.

Management believes that US-Semi would continue to be an important partner
to the Company in both respects because it offers an infusion of cash and a
license to use RHI-NO.  As a significant shareholder in the Company, US-Semi
would have an incentive to work closely with the Company and to support its
transformation.  The Company believes that a close, ongoing relationship
with US-Semi could be beneficial to the Company's future results of
operations.

The disadvantages noted by the Board include the following.

Dilution of Ownership. Issuance of Common Stock to US-Semi will
significantly reduce the percentage ownership of the Company's current
shareholders.  In the absence of a proportionate increase in the Company's
earnings and book value, an increase in the aggregate number of the
Company's issued and outstanding shares of Common Stock would significantly
dilute the earnings per share and book value per share of all outstanding
shares of the Common Stock.  If such factors were reflected in the price
per share of Common Stock, the potential realizable value of a shareholder's
investment could be materially adversely affected.  In addition, as a
condition of US-Semi's willingness to provide the US-Semi Financing, the
Company has agreed to register the Common Stock proposed to be sold to
US-Semi.  The Company is required to use its best efforts to register the
US-Semi Shares if the Shareholders approve Proposal One. These shares of
Common Stock would be freely tradable upon registration.  Sales of such
freely tradable shares in the open market from time to time would
potentially have a negative effect on the trading price of the Company's
Common Stock. If and when US-Semi sells the Company's 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
US-Semi sells material amounts of common stock could encourage short sales
by US-Semi or others. This could place further downward pressure on the
price of the common stock.

Change in Board of Directors. On July 27, 2001, Robert M. Czajkowski,
David J. Strobel and Charles L. Wood joined the Company's Board of Directors.
Subsequently, as reported in the Company's Form 8-K filed on September 27,
2001, Andrew K. Wrobel resigned as President and Chief Executive Officer of
the Company and the Board appointed Mr. Czajkowski to replace Mr. Wrobel in
these positions.  Assuming that the Shareholders vote to increase the number
of authorized shares, the sum of all shares of Common Stock issuable to
US-Semi and its subsidiary through the US-Semi Financing could total as
much as 50% of the issued and outstanding Common Stock of the Company.
This percentage of Common Stock could enable US-Semi and KTI to exercise
significant control over the business and affairs of the Company.

PAGE 6

The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's shareholders depending on
the nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable
law) in one or more transactions that could make a change in control or
takeover of the Company more difficult. For example, additional shares
could be issued by the Company so as to dilute the stock ownership or
voting rights of persons seeking to obtain control of the Company.
Similarly, the issuance of additional shares to certain persons allied
with the Company's management could have the effect of making it more
difficult to remove the Company's current management by diluting the stock
ownership or voting rights of persons seeking to cause such removal. No
further actions or authorizations by shareholders would be necessary or
sought by the Board of Directors prior to an issuance of shares of Common
Stock except as may be required by law or applicable stock exchange
regulations.  As of the date hereof the Board of Directors of the Company
has no present knowledge of any attempts, other than the US-Semi Financing,
to accumulate stock of the Company, nor any knowledge of any attempts to
change the control of the Company.

Prior to the LOI, US-Semi was unaffiliated with the Company. The
following directors and officers of the Company, director nominees, and
their associates, have or had the following direct or indirect interest in
the transactions, which are the subject of this Proposal One:

Robert M. Czajkowski serves as President and Chief Executive Officer
of the Company and currently serves on the Company's Board of Directors.
Mr. Czajkowski is also a nominee for Director at the Company's Annual
Meeting of the Shareholders to be held on May 29, 2002.  Mr. Czajkowski
formerly served as Chief Executive Officer of US-Semi, from which
position he resigned on March 19, 2002.  If Proposal One is approved by
the Shareholders, the Company may proceed with the transactions
contemplated by the LOI, including issuance of common stock of the Company
to US-Semi.

David J. Strobel serves on the Company's Board of Directors and is a
nominee for Director at the Company's Annual Meeting of the Shareholders
to be held on May 29, 2002.  Mr. Strobel also serves on the Board of
Directors of US-Semi.  If Proposal One is approved by the Shareholders,
the Company may proceed with the transactions contemplated by the LOI,
including issuance of common stock of the Company to US-Semi.

Richard K. Ausbrook serves as Secretary of the Company.  Mr. Ausbrook
formerly served as Interim Chief Financial Officer of US-Semi, from
which position he resigned on January 2, 2002.  If Proposal One is
approved by the Shareholders, the Company may proceed with the
transactions contemplated by the LOI, including issuance of common stock
of the Company to US-Semi.






PAGE 7

David M. Salva, Ph.D. is a nominee for Director at the Company's Annual
Meeting of the Shareholders to be held on May 29, 2002.  Dr. Salva also
serves on the Board of Directors of US-Semi.  If Proposal One is approved
by the Shareholders, the Company may proceed with the transactions
contemplated by the LOI, including issuance of common stock of the Company
to US-Semi.

The purchase price of the US-Semi Shares and the terms under which they
are proposed to issue were determined by negotiation between the Company
and US-Semi and assessment of the terms necessary to attract the investment
capital and intellectual property sought by the Company.

Management is continuing its discussion with US-Semi in anticipation of
executing a definitive agreement or agreements. As of the date of this
filing, the Company has received $1,211,000 from US-Semi pursuant to the
interim funding aspect of the LOI.  Because it has provided these interim
funds, US-Semi was entitled to nominate two members of the Company's Board
of Directors. US-Semi used this right to nominate David J. Strobel and
Charles L. Wood, both of whom joined the Company's Board of Directors in
July, 2001.  These and other management changes are further explained above.

The US-Semi Financing transaction is pending as US-Semi continues to raise
funds from private investors to complete the transaction.  However, the
consummation of the transaction contemplated by the LOI is subject to
shareholder approval of Proposal One as well as a number of other conditions
that are outside the control of the Company and, therefore, there is no
assurance that such transaction will be
successfully completed.

After a review of the foregoing points, the Board of Directors of the
Company determined that approval of this Proposal One is in the best
interests of the Company's shareholders. This Proposal One was approved
by all of the directors of the Company present at a meeting of the Board
of Directors on March 19, 2002 at which meeting a quorum was present.

Approvals Required

Each share of Common Stock is entitled to one vote, and each share of
Series A Preferred Stock is entitled to two votes, on the proposed
amendment.  The affirmative vote of a majority of the total number of
eligible votes is required for approval of the amendment to the Company's
Amended and Restated Articles of Incorporation to increase the number of
authorized shares of Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE 'FOR' THE PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF THE COMPANY'S COMMON STOCK FROM 50,000,000 TO 120,000,000.
ABSTENTIONS HAVE THE EFFECT OF VOTES AGAINST THIS PROPOSAL ONE.  IF
YOUR SHARES ARE HELD IN STREET NAME, YOUR BROKER MAY VOTE
FAVORABLY FOR THIS PROPOSAL ONE, UNLESS YOU INSTRUCT YOUR BROKER
OTHERWISE.




PAGE 8

If Proposal One is approved at the Special Meeting, the Company will
immediately thereafter file the Certificate of Amendment with the Secretary
of State of California.

PROPOSAL TWO - AMENDMENT OF BYLAWS

The Bylaws of the Company currently provide that the number of Directors
constituting the Board shall be no fewer than two (2) and no greater than
seven (7) Directors.  The Board of Directors proposes to increase the
minimum number of Directors serving on the Board to five (5) Directors,
with the maximum number remaining at nine (9) Directors, and with the exact
number to be fixed by approval of the Board.

As a California corporation, the Company must abide by California law
requiring that in order to maintain a maximum number of Directors to nine
(9), the Company must increase the minimum number of Directors to at least
five (5).  The addition of the provision allowing the Board to fix the exact
number of Directors will expressly grant this authority to the Board.  As
indicated by the Company's prior Proxy Statements for Annual Meetings filed
from year to year with the Securities and Exchange Commission, the Board has
been operating on the understanding that it already has this authority.

The Directors propose that the Bylaws be amended in the following respect:

Article III, Section 1 would be changed to read as follows:

Number.  The number of directors which shall constitute the whole board
shall be, unless otherwise fixed by the Articles of Incorporation, not
fewer than five (5) nor more than nine (9), with the exact number of
directors to be fixed by approval of the board.  The directors shall be
elected at the annual meeting of the shareholders, except as provided in
Section 3 of this Article, and each director elected shall hold office
until his or her successor is elected and qualified.  Directors need not
be shareholders.

The remainder of Article III would remain unchanged.

Approvals Required

Each share of Common Stock is entitled to one vote, and each share of
Series A Preferred Stock is entitled to two votes, on the proposed
amendment.  The affirmative vote of a majority of the total number
of eligible votes is required for approval of the amendment to the
Company's Bylaws.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE 'FOR'
THE PROPOSAL TO AMEND THE COMPANY'S BYLAWS.  ABSTENTIONS HAVE THE EFFECT
OF VOTES AGAINST THIS PROPOSAL TWO.  IF YOUR SHARES ARE HELD IN STREET
NAME, YOUR BROKER MAY VOTE FAVORABLY FOR THIS PROPOSAL TWO, UNLESS YOU
INSTRUCT YOUR BROKER OTHERWISE.





PAGE 9

OTHER MATTERS

The Company knows of no other matters that will be presented for
consideration at the Special Meeting. If any other matters properly come
before the Special Meeting, it is the intention of the persons named in
the enclosed form of Proxy to vote the shares they represent as the Board
of Directors may recommend. Discretionary authority with respect to such
other matters is granted by the execution of the enclosed Proxy.

BY ORDER OF THE BOARD OF DIRECTORS

ROBERT M. CZAJKOWSKI
President and Chief Executive Officer

May XX, 2002
San Diego, California


PAGE 10

                             APPENDIX A
				   MELTRONIX, INC.

                               PROXY

             SPECIAL MEETING OF THE SHAREHOLDERS - MAY XX, 2002

          FOR SPECIAL MEETING OF THE SHAREHOLDERS OF MELTRONIX, INC.
        THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


	The undersigned hereby appoints ROBERT M. CZAJKOWSKI and RANDAL
D. SIVILLE, and each of them, with full power of substitution, as proxies
to vote the shares which the undersigned is entitled to vote at a Special
Meeting of the Shareholders to be held at 9577 Chesapeake Drive, San Diego,
California 92123 on May XX, 2002, at 10:00 a.m. (the "Special Meeting").
The shares represented by this Proxy shall be voted in the manner set forth
on the reverse side.

              (Continued and to be signed on the reverse side.)





PAGE 11


This proxy when properly signed will be voted in the manner directed herein
by the undersigned shareholder.

         IF NO DIRECTION IS PROVIDED, THIS PROXY WILL BE VOTED
		   AS RECOMMENDED BY THE BOARD OF DIRECTORS.



Proposal 1: To amend Article III of		FOR      AGAINST     ABSTAIN
the Amended and Restated Articles	      ____      ____        ____
of Incorporation of MeltroniX, Inc.


Proposal 2: To amend Article III,	      FOR      AGAINST     ABSTAIN
Section 1 of the Bylaws of			____      ____        ____
MeltroniX, Inc.

The Board of Directors recommends a vote FOR the proposals.  This Proxy,
when properly executed, will be voted as specified above.  This Proxy
will be voted FOR the proposals if no specification is made.  This Proxy
will also be voted at the discretion of the Proxy holder on such matters
other than the four specific proposals as may come before the meeting.

IMPORTANT-PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
an authorized person.

Signature_________________________________________  Dated: ________, 2002


Signature if held jointly_________________________  Dated: ________, 2002




PAGE 12

EX-3

                              EXHIBIT A

                           MELTRONIX, INC.

                          PROPOSED AMENDMENT

                               TO THE

             AMENDED AND RESTATED ARTICLES OF INCORPORATION


RESOLVED, that Article III of the Amended and Restated Articles of
Incorporation of MeltroniX, Inc., a California corporation (the
"Corporation") be amended to read in its entirety 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 One Hundred Twenty Million (120,000,000), 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
SeriesA 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 or reclassification.
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.