<SEQUENCE>2

<FILENAME>exhibit10txt.txt

<DESCRIPTION>LOAN AGREEMENT 4-6-01

<TEXT>

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

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