SETTLEMENT  AGREEMENT  AND  GENERAL  MUTUAL  RELEASE

     This Settlement Agreement ("Settlement") is entered into as of this 6th day
of  August,  1999,  by  and  between  STARTRONIX INTERNATIONAL, INC., a Delaware
corporation  (hereinafter  referred  to  as  "StarTronix" or the "Company"), and
SHALOM  LIEBENTHAL,  an  individual  (hereinafter  referred to as "Liebenthal").
Each  of  StarTronix  and  Liebenthal  shall  be  referred  to  as a "Party" and
collectively  as  the  "Parties").

                                 RECITALS

     A.     WHEREAS,  Liebenthal  is the holder of an aggregate of 15,000 shares
of  StarTronix Series C Preferred Stock, represented by Series C Preferred Stock
Certificate  No.  1032, which he acquired on or about September 10, 1996 for the
sum  of  $150,000;

     B.     WHEREAS,  the  holders  of  StarTronix  Series C Preferred Stock are
entitled to certain dividends, penalties, interest, and other payments from time
to  time,  and  are  entitled  to  convert  the  outstanding face value of their
securities  into  common  stock  of  StarTronix  according  to  a pre-determined
formula;

     C.     WHEREAS, a dispute (the "Dispute") has arisen between StarTronix and
Liebenthal  with  respect  to  the  amount  of  dividends, fines, penalties, and
interest owed to Liebenthal, and the method by which Liebenthal may convert said
amounts;

D.     The  Parties  desire, pursuant to the terms of this Settlement, to settle
the  Dispute  and all disputes between StarTronix and Liebenthal with respect to
the  StarTronix  Series  C  Preferred  Stock.

     NOW,  THEREFORE,  for good and adequate consideration, the receipt of which
is hereby acknowledged, without admitting or denying any wrongdoing by any Party
hereto,  the  Parties  covenant,  promise  and  agree  as  follows:

                                    AGREEMENT

     1.     Obligations  of  StarTronix.  As a material term of this Settlement,
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StarTronix  agrees  to  the  following:

A.     Face  Value  of  StarTronix  Series C Preferred Stock.  StarTronix hereby
acknowledges and agrees that the outstanding face value of the StarTronix Series
C  Preferred  Stock held by Liebenthal shall be the sum of Two Hundred Sixty Two
Thousand  Five  Hundred  Dollars  ($262,500),  which  consists  of  the original
purchase  price  paid  for  the  shares  (the  sum  of  $150,0000)(the "Original
Principal"),  plus  the  sum of One Hundred Twelve Thousand Five Hundred Dollars
($112,500)  in  dividends,  fines,  penalties,  and  interest  (the  "Penalty
Principal").


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B.     Conversion of Face Value.  StarTronix hereby acknowledges and agrees that
upon  execution  of  this Agreement, Liebenthal will be deemed to have converted
the  entire  face value of the Series C Preferred Stock into an aggregate of One
Million Two Hundred Fifty Thousand (1,250,000) shares of StarTronix common stock
(the  "Conversion  Shares").  StarTronix  shall deliver the Conversion Shares to
Liebenthal,  or  his  assigns,  on  the  date  of  execution of this Settlement.

C.     The  Conversion  Shares  shall  be  issued without registration under the
Securities  Act  of  1933, as amended (the "Act") pursuant to the exemption from
registration set forth in Rules 901 to 904, inclusive, promulgated under the Act
("Regulation  S")  and  subject  to  no  liens,  security  interests,  pledges,
encumbrances,  charges,  restrictions,  demands  or  claims  in  any other party
whatsoever,  and  shall  bear  no  restrictive  legend.

D.     StarTronix agrees that it will not enter into a settlement agreement with
any  other holders of Series C Preferred Stock on terms any more advantageous to
the  holder  thereof than the terms of this Agreement.  Further, StarTronix will
require  that,  as  a  material  term of any settlement agreement with any other
holders  of Series C Preferred Stock, that the holders thereof will not sell any
shares  of StarTronix common stock received in the settlement until such time as
Liebenthal has received a minimum of $175,000 is gross receipts from the sale of
the  Conversion  Shares.

E.     Release.  Except  as  set  forth  above,  effective  on  the date of this
Settlement,  StarTronix  shall release and discharge Liebenthal, his affiliates,
divisions, predecessors, successors and assigns, and each and all of his present
and  former  agents,  officers,  directors,  attorneys,  and employees, from and
against  any  and all claims, agreements, contracts, covenants, representations,
obligations,  losses, liabilities, demands and causes of action which StarTronix
may  now or hereafter have or claim to have against Liebenthal arising out of or
pertaining  to  the  subject  matter of the Dispute.  This release of claims and
defenses  shall  not alter the prospective duties between the parties under this
Settlement.

     2.     Obligations  of  Liebenthal.
            ---------------------------

A.     Waiver  of  Dividends,  Penalties, Fines and Interest.  Liebenthal hereby
acknowledges and agrees that the entire Original Principal and Penalty Principal
is as set forth in Section 1A hereof.  Liebenthal hereby irrevocably and forever
waives  whatever  rights  he  may  now  have or which may arise in the future to
dividends,  fines,  penalties,  and/or  interest accruing in accordance with the
terms  of the StarTronix Series C Preferred Stock Certificate of Designation, as
amended, and any stock purchase agreement or subscription agreement entered into
by  StarTronix  and  Liebenthal.

<PAGE>
B.     Release.  Except  as  set  forth  above,  effective  on  the date of this
Settlement, Liebenthal shall release and discharge StarTronix, their affiliates,
divisions,  predecessors,  successors  and  assigns,  and  each and all of their
present  and  former agents, officers, directors, attorneys, and employees, from
and  against  any  and  all  claims,  agreements,  contracts,  covenants,
representations,  obligations, losses, liabilities, demands and causes of action
which  Liebenthal  may now or hereafter have or claim to have against StarTronix
arising out of or pertaining to the subject matter of the Dispute.  This release
of  claims  and  defenses  shall  not  alter  the prospective duties between the
parties  under  this  Settlement.

     3.     Confidentiality.  Each  Party  hereto  will  hold and will cause its
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agents,  officers,  directors, attorneys, employees, consultants and advisors to
hold  in  strict  confidence,  unless  compelled  to  disclose  by  judicial  or
administrative  process or, in the opinion of its counsel, by other requirements
of law, all documents and information concerning any other Party furnished it by
such other Party or its representatives in connection with the subject matter of
the  Dispute  (except  to  the extent that such information can be shown to have
been  (i)  previously  known by the Party to which it was furnished, (ii) in the
public  domain  through no fault of such Party, or (iii) later lawfully acquired
from  other sources by the Party to which it was furnished), and each Party will
not  release  or  disclose  such  information  to  any  other person, except its
auditors,  attorneys,  financial  advisors,  bankers  and  other consultants and
advisors in connection with this Settlement.  Each Party shall be deemed to have
satisfied its obligation to hold confidential information concerning or supplied
by  the  other  Party  if  it  exercises  the  same care as it takes to preserve
confidentiality  for  its  own  similar  information.

     4.     No Representations.  Each Party acknowledges and represents that, in
            ------------------
executing  this  Settlement,  such  Party  has  not  relied  on any inducements,
promises,  or  representations  made  by  any Party or any party representing or
serving  such  Party,  unless  expressly  set  forth  herein.

     5.     Disputed  Claim.  This  Settlement  pertains to a disputed claim and
            ---------------
does  not  constitute  an  admission  of liability by any Party for any purpose.

     6.     Covenant  Re:  Assignment.  The  Parties  hereto,  and each of them,
            -------------------------
represent  and  warrant  to each other that each is the sole and lawful owner of
all  right, title and interest in and to every claim and other matter which each
purports  to  release  herein,  and  that  they  have not heretofore assigned or
transferred,  or  purported  to  assign  or  transfer,  to  any  person,  firm,
association,  corporation  or  other entity, any right, title or interest in any
such  claim  or  other matter.   In the event that such representation is false,
and  any  such  claim or matter is asserted against any Party hereto (and/or the
successor  of  such  Party)  by  any  Party  or  entity  who  is the assignee or
transferee  of  such  claim  or  matter  shall  fully indemnify, defend and hold
harmless  the  Party  against  who  such  claim  or  matter is asserted (and its
successors)  from  and  against  such claim or matter and from all actual costs,
fees,  expenses,  liabilities,  and  damages  which  that  Party  (and/or  its
successors)  incurs  as  a  result  of  the  assertion  of such claim or matter.


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     7.     Survival  of  Warranties.  The  representations  and  warranties
            ------------------------
contained  in this Settlement are deemed to and do survive the execution hereof.

     8.     Modifications.  This  Settlement  may  not  be  amended,  canceled,
            -------------
revoked  or  otherwise modified except by written agreement subscribed by all of
the  Parties  to  be  charged  with  such  modification.

     9.     Settlement  Binding on Successors.  This Settlement shall be binding
            ---------------------------------
upon  and  shall inure to the benefit of the Parties hereto and their respective
partners,  employees,  agents,  servants,  heirs,  administrators,  executors,
successors,  representatives  and  assigns.

     10.     Attorney's  Fees.  All  Parties hereto agree to pay their own costs
             ----------------
and  attorneys'  fees  except  as  follows:

     (a)     In  the event of any action, suit or other proceeding instituted to
remedy,  prevent  or obtain relief from a breach of this Settlement, arising out
of  a  breach  of  this  Settlement,  involving  claims  within the scope of the
releases  contained in this Settlement, or pertaining to a declaration of rights
under  this  Settlement,  the prevailing Party shall recover all of such Party's
attorneys'  fees and costs incurred in each and every such action, suit or other
proceeding,  including  any  and  all  appeals  or  petitions  therefrom.

     (b)     As  used  herein,  attorneys' fees shall be deemed to mean the full
and actual costs of any legal services actually performed in connection with the
matters  involved,  calculated  on  the  basis  of  the usual fee charged by the
attorneys  performing  such  services.

     11.     Choice  of  Law;  Venue.  This  Settlement  and  the  rights of the
             -----------------------
parties hereunder shall be governed by and construed in accordance with the laws
of  the  State  of  New  York  including  all matters of construction, validity,
performance,  and  enforcement  and  without  giving effect to the principles of
conflict  of  laws.

     12.     Terms  &  Conditions.     The Parties agree and stipulate that each
             --------------------
and  every term and condition contained in this Settlement is material, and that
each and every term and condition may be reasonably accomplished within the time
limitations,  and  in  the  manner  set  forth  in  this  Settlement.

     13.     Time  is of the Essence.  The Parties agree and stipulate that time
             ------------------------
is  of the essence with respect to compliance with each and every item set forth
in  this  Settlement.


<PAGE>
     14.     Entire  Agreement.  This  Settlement,  along  with  the  exhibits
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attached  hereto,  sets  forth  the  entire  agreement  and understanding of the
Parties  hereto  and  supersedes  any and all prior agreements, arrangements and
understandings related to the subject matter hereof.  No understanding, promise,
inducement,  statement  of  intention,  representation,  warranty,  covenant  or
condition, written or oral, express or implied, whether by statute or otherwise,
has  been  made  by any party hereto which is not embodied in this Settlement or
the  written  statements,  certificates,  or  other documents delivered pursuant
hereto  or in connection with the transactions contemplated hereby, and no Party
hereto  shall  be  bound  by  or  liable for any alleged understanding, promise,
inducement,  statement,  representation,  warranty, covenant or condition not so
set  forth.

     15.     Counterparts.  This  Settlement  may  be  executed  in  one or more
             ------------
counterparts,  each  of  which when executed and delivered shall be an original,
and  all  of  which  when executed shall constitute one and the same instrument.


     IN  WITNESS  WHEREOF,  the  Parties  hereto,  agreeing  to be bound hereby,
execute  this  Settlement  upon  the  date  first  set  forth  above.


"STARTRONIX"                                       "LIEBENTHAL"


StarTronix  International,  Inc.,               /s/ Shalom Liebental
a Delaware corporation                         _________________________________
                                                 Shalom  Liebenthal
/s/ Greg Gilber
_________________________________
By:     Greg  Gilbert
Its:     President