FIRST RESTATED
                         STARTRONIX INTERNATIONAL, INC.
                            CONSULTING  AGREEMENT

     This  First  Restated  Consulting  Agreement  (this  "Agreement"), made and
entered  into  as  of  this  15th day of October, 1999 by and between StarTronix
International,  Inc.,  a  Delaware  corporation  ("StarTronix") and Joseph Frank
Bevacqua  ("JFB"  or  the  "Consultant").

                                  RECITALS

     WHEREAS,  the  Company  and Consultant originally entered into a Consulting
Agreement  dated  October  15,  1999  (the  "Original  Agreement");

     WHEREAS,  it  was  discovered that the Original Agreement contained certain
errors,  and  the  Company  and  Consultant  desire  for each and every term and
condition  of this Agreement to replace the terms and conditions of the Original
Agreement  and  that  this  Agreement shall be treated for all purposes as if it
were  executed  at  the  time  of  the  Original  Agreement;

     WHEREAS,  the  Company  is  delinquent  in  its  informational  reporting
obligations  with  the SEC and is in need of financial and management consulting
services;

     WHEREAS,  the  parties  hereto  have  previously  discussed  the terms of a
consulting  agreement  and  desire to finalize all discussions between them into
this  Agreement;

     WHEREAS,  the  Company  wishes  to  engage  the  consulting  services  of
Consultant;  and

     WHEREAS, Consultant wishes to provide the Company with consulting services.

     NOW,  THEREFORE,  in consideration of the mutual promises herein contained,
the  parties  hereto  hereby  agree  as  follows:

1.     CONSULTING  SERVICES

     The  Company  hereby  authorizes,  appoints  and  engages the Consultant to
perform  the  following services in accordance with the terms and conditions set
forth  in  this  Agreement:

     Without  limitation  to  the  generality  of  the foregoing, the Consultant
specifically  agrees  to:

a.     Review  all of the Company's books and records, sales materials, business
plans,  financial  statements,  projections,  and all other materials reasonably
necessary  in  the  performance  of  his  duties  hereunder;


<PAGE>
b.     Perform  limited  bookkeeping  functions,  bank reconciliations, and cash
prove-ups  for the Company's Chief Financial Officer, who shall be preparing for
review and submission all of the Company's 10Q's, 10K's, 8K's, and other filings
as required by the Securities Exchange Act of 1934 in order to bring the Company
current  in  its  financial  reporting  obligations;

d.     Consultant  shall perform said services either at his home, the office of
StarTronix,  or  at  the  offices  of  Strabala  Ramirez  &  Associates;  and

e.     Submit  to  the Company, when requested, complete and accurate reports of
the  status  of  Consultants  efforts.

f.     Consultant  will  not  perform  or  be  involved  in  any  fund  raising
activities,  funding  sources,  or  any  investor  capital contributions for the
Company  at any time.  Consultant shall not provide any services the performance
of which is prohibited or limited by the Securities and Exchange Commission, the
California  State  Board  of Accountancy, or any other regulatory body which may
have  jurisdiction  over  the  services  contemplated  hereby.

2.     TERM  OF  AGREEMENT

     This  Agreement  shall  be  in  full force and effect as of the date hereof
until  January 31, 2000 or unless earlier terminated in writing by both parties.
                                                     ----------
StarTronix  shall have the right to terminate this Agreement in the event of the
death or assignment for the benefit of creditors of the Consultant, or on thirty
(30)  days  notice  to Consultant, with or without cause.  Consultant shall have
the  right  to  terminate  this  Agreement  at  any time, with or without cause.

3.     COMPENSATION  TO  CONSULTANT

     The  Company  shall  compensate  Consultant  as  follows:

a.     The  sum  of  $1,000  per  month, payable on the first day of each month;

b.     In  addition to the consideration set forth above, upon completion of the
services  set  forth in Section 1(b) of this Agreement, Consultant shall receive
an  aggregate of 200,000 shares of "restricted" common stock of the Company (the
"Shares").  The  Shares shall be registered on a Form S-8 Registration Statement
as  soon  as  reasonably  practicable  in  the  discretion  of  the  Company.

(1)     The Shares shall be issued by the Company and delivered to Robert Whalen
of  Stradling,  Yocca,  Carlson & Rauth for delivery to Consultant and his wife,
Helen May, within fourteen (14) days of the completion of the services set forth
in  Section  1(b)  of  this  Agreement.

(2)     The  Shares  shall be subject to a right of first refusal by the Company
to  purchase  the  Shares from Consultant and his wife within 5 business days of
the receipt of notice at the higher of the market price on the date of notice or
the  price  another  purchaser  is  willing  to  pay  for  the  Shares.

<PAGE>
(3)     The  agreed upon value of consideration for the Shares, set as of May 1,
1999,  was  $6,000.00.

4.     REPRESENTATIONS  AND  WARRANTIES  OF  CONSULTANT

     Consultant  represents  and  warrants  to and agrees with the Company that:

a.     This  Agreement  has  been  duly  authorized,  executed  and delivered by
Consultant.  This  Agreement constitutes the valid, legal and binding obligation
of  Consultant,  enforceable  in  accordance with its terms, except as rights to
indemnity  hereunder  may  be  limited by applicable federal or state securities
laws,  and  except  as  such  enforceability  may  be  limited  by  bankruptcy,
insolvency,  reorganization  or  similar  laws  affecting  creditor's  rights
generally;  and

b.     The  consummation of the transactions contemplated hereby will not result
in  any breach of the terms or conditions of, or constitute a default under, any
agreement  or  other  instrument  to which Consultant is a party, or violate any
order,  applicable  to  Consultant,  of any court or federal or state regulatory
body or administrative agency having jurisdiction over Consultant or over any of
its  property,  and will not conflict with or violate the terms of Consultants's
current  employment.

5.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY

     The  Company  hereby  represents,  warrants,  covenants  to and agrees with
Consultant  that:

a.     This  Agreement  has  been  duly authorized, and executed by the Company.
This  Agreement  constitutes  the  valid,  legal  and  binding obligation of the
Company, enforceable in accordance with its terms, except as rights to indemnity
hereunder  may be limited by applicable federal or state securities laws, except
in  each  case  as such enforceability may be limited by bankruptcy, insolvency,
reorganization  or  similar  laws  affecting  creditor's  rights  generally.

b.     During  the  course  and in the context of any discussions with potential
investors or funding sources, the Company will not make any untrue statements of
material  fact  or  omit to state a material fact necessary in order to make any
statement, in light of the circumstances under which it is made, not misleading.


<PAGE>
c.     There is not now pending or, to the knowledge of the Company, threatened,
any  action, suit or proceeding to which the Company is a party before or by any
court  or  governmental  agency or body which might result in a material adverse
change  in  the  financial  condition  of  the  Company. The performance of this
Agreement  and the consummation of the transactions contemplated hereby will not
result in a breach of the terms or conditions of, or constitute a default under,
any  statute,  indenture,  mortgage or other material Agreement or instrument to
which  the  Company is a party, or violate any order, applicable to the Company,
or  governmental  agency having jurisdiction over the Company or over any of its
property.

d.     The  parties  hereto  agree that the Company shall be responsible for any
and  all  costs and expenses reasonably incurred by Consultant in performing his
duties  hereunder, including but not limited to legal fees, printing costs, fees
paid  to  third-party  professionals,  etc.  No  expense to be reimbursed by the
Company  shall  be  incurred  by  Consultant  without  the prior approval of the
Company.

6.     INDEPENDENT  CONTRACTOR

     Both  the  Company and the Consultant agree that the Consultant will act as
an independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Consultant,
or  any  employee,  agent or other authorized representative of Consultant, is a
partner,  joint  venturer,  agent,  officer or employee of the Company.  Neither
party hereto shall have any authority to bind the other in any respect vis a vis
any  third  party,  it  being  intended  that  each  shall remain an independent
contractor  and  responsible  only  for  its  own  actions.

7.     NOTICES

     Any  notice,  request, demand, or other communication given pursuant to the
terms  of  this Agreement shall be deemed given upon delivery, if hand delivered
or  sent  via  facsimile,  or Forty-Eight (48) hours after deposit in the United
States  mail,  postage  prepaid,  and  sent certified or registered mail, return
receipt requested, correctly addressed to the addresses of the parties indicated
below  or  at such other address as such party shall in writing have advised the
other  party.

If  to  the  Company:

StarTronix  International,  Inc.
7700  Irvine  Center  Drive,  Suite  510
Irvine,  CA  92618
Attn:  Greg  Gilbert,  President
Facsimile  (949)  646-7997

with  a  copy  to:

Cutler  Law  Group
610  Newport  Center  Drive,  Suite  800
Newport  Beach,  CA  92660
Attn:  M.  Richard  Cutler,  Esq.
Facsimile  No:  949-719-1988





<PAGE>
If  to  Consultant:

Joseph  Frank  Bevacqua
8811  Coast  Highway,  Suite  218
Laguna  Beach,  CA  92651
Facsimile  No.:  (____)  _____________

8.     ASSIGNMENT

     This  contract  shall  inure  to  the  benefit of the parties hereto, their
heirs,  administrators  and successors in interest.  This Agreement shall not be
assignable  by  either  party  hereto  without  the prior written consent of the
other.

9.     CHOICE  OF  LAW  AND  VENUE

     This Agreement and the rights of the parties hereunder shall be governed by
and  construed  in accordance with the laws of the State of California including
all  matters of construction, validity, performance, and enforcement and without
giving  effect to the principles of conflict of laws.  Any action brought by any
party  hereto shall be brought within the State of California, County of Orange.

10.     NONDISCLOSURE

     Each  party  hereto  agrees  to  keep  the  terms of this Agreement and the
transactions  contemplated  hereby  as  confidential and shall not disclose such
information  to  any  third  party, other than professional advisors utilized to
negotiate  and  consummate  the  transactions  contemplated hereby.  The parties
hereto  agree  that  in  the  event  there  is  a  breach  of  the  foregoing
confidentiality  provision,  the damage to the parties hereto would be difficult
to  estimate  and  as a result, in the event of such a breach, the non-breaching
party,  in  addition  to  any  and  all  other remedies allowed by law, would be
entitled  to  injunctive  relief  enjoining  the actions of the breaching party.

11.     ENTIRE  AGREEMENT

     Except as provided herein, this Agreement, including exhibits, contains the
entire  agreement  of  the  parties,  and  supersedes all existing negotiations,
representations,  or  agreements  and  all  other  oral,  written,  or  other
communications  between  them  concerning  the subject matter of this Agreement.
There  are no representations, agreements, arrangements, or understandings, oral
or  written, between and among the parties hereto relating to the subject matter
of  this  Agreement  that  are  not  fully  expressed  herein.

12.     SEVERABILITY

     If  any  provision of this Agreement is unenforceable, invalid, or violates
applicable  law,  such  provision,  or  unenforceable portion of such provision,
shall  be  deemed  stricken and shall not affect the enforceability of any other
provisions  of  this  Agreement.


<PAGE>
13.     CAPTIONS

     The captions in this Agreement are inserted only as a matter of convenience
and for reference and shall not be deemed to define, limit, enlarge, or describe
the  scope  of  this Agreement or the relationship of the parties, and shall not
affect  this  Agreement  or  the  construction  of  any  provisions  herein.

14.     COUNTERPARTS

     This  Agreement  may be executed in one or more counterparts, each of which
shall  be deemed an original, but all of which shall together constitute one and
the  same  instrument.

15.     MODIFICATION

     No  change, modification, addition, or amendment to this Agreement shall be
valid  unless  in  writing  and  signed  by  all  parties  hereto.

16.     ATTORNEYS  FEES

     Except  as otherwise provided herein, if a dispute should arise between the
parties including, but not limited to arbitration, the prevailing party shall be
reimbursed  by  the non-prevailing party for all reasonable expenses incurred in
resolving  such  dispute,  including  reasonable  attorneys'  fees.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  as  of  the  Effective  Date.


"STARTRONIX"                                   "CONSULTANT"

STARTRONIX  INTERNATIONAL,  INC.               JOSEPH  FRANK  BEVACQUA

/s/ Greg Gilbert                               /s/ Joseph Frank Bevacqua
________________________________               ___________________________
By:     Greg  Gilbert
Its:     President