We report the first demonstration of a 10 GHz dual-fiber-loop Opto-Electronic Oscillator (OEO) without RF-amplifiers. Using a recently developed highly efficient RF-Photonic link with RF-to-RF gain facilitated by a high power laser, highly efficient optical modulator and high power phototectectors, we have built an amplifier-less OEO that eliminates the phase noise produced by the electronic amplifier. The dual-loop approach can provide additional gain and reduce unwanted multi-mode spurs. However, we have observed RF phase noise produced by the high power laser include relative intensity noise (RIN) and noise related to the laser's electronic control system. In addition, stimulated Brillouin scattering limits the fiber loop's length to ~2km at the 40mW laser power needed to provide the RF gain which limits the system's quality factor, Q. We have investigated several different methods for solving these problems. One promising technique is the use of a multi-longitudinal-mode laser to carry the RF signal, maintaining the total optical power but reducing the optical power of each mode to eliminate the Brillouin scattering in a longer fiber thereby reducing the phase noise of the RF signal produced by the OEO. This work shows that improvement in photonic components increases the potential for more RF system applications such as an OEO's with higher performance and new capabilities.© (2008) COPYRIGHT SPIE--The International Society for Optical Engineering. Downloading of the abstract is permitted for personal use only.