<SEQUENCE>12

<FILENAME>exhibit7txt.txt

<DESCRIPTION>PROMISSORY NOTE 1-16-01

<TEXT>

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

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