<SEQUENCE>6

<FILENAME>exhibit14txt.txt

<DESCRIPTION>PUT AND CALL 1-3-02

<TEXT>

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

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