EMPLOYMENT AGREEMENT
                              --------------------


     THIS  AGREEMENT  made  and  entered into on this 1st day of September, 1999
(the "Effective Date"), by and between STARTRONIX INTERNATIONAL INC., a Delaware
corporation  (the "Company"), and LLOYD ADAMS a resident of the State of Georgia
("Executive").  In  consideration  of  the  employment by the Company and of the
compensation  and  other  remuneration  paid, and to be paid, by the Company and
received  by  Executive  for  such  employment,  and for other good and valuable
consideration,  the  receipt  and sufficiency of which is hereby acknowledged by
Executive,  it  is  agreed  by  and  between  the  parties  hereto  as  follows:

     1.     EMPLOYMENT:   The Company agrees to employ Executive as its Chairman
            -----------
and Co-Chief Executive Officer and Executive agrees that he will devote his full
productive  time, skill, energy, knowledge and best efforts during the period of
his employment to such duties as the Chairman and Co-Chief Executive Officer and
the  Board of Directors of the Company may reasonably assign to him, and he will
faithfully  and  diligently  endeavor  to the best of his ability to further the
best  interest  of  the  Company during the period of his employment. Certain of
such  duties  are summarized in Schedule A. However, Executive is not prohibited
from  (a)  making personal investments in any other businesses, as long as those
investments  do  not  require  Executive  to participate in the operation of the
companies  in  which he invests and such other businesses are not in competition
with the Company or any of its subsidiaries or (b) from participating as a Board
member  of  a  not  for profit entity or of a non-competing business enterprise,
provided  such  activities  do  not impinge on the time available to provide his
services  to  Company.

<PAGE>


    2.      TERMS  OF  EMPLOYMENT:    Executive's  employment will begin on
           ----------------------
the  date  hereof  and  will end on September 1st 2004 a term of five (5) years,
unless  earlier terminated in accordance with Sections 4 or 5 hereof or extended
upon  the  mutual  consent  of  both  parties.

     3.     COMPENSATION:  On  the  terms  and subject to the conditions of this
            -------------
Agreement, (i) the Company will pay Executive a salary and a bonus determined in
accordance  with  Schedule B, (ii) the Company will provide Executive with three
weeks  of vacation per year and other employee consistent with those provided by
the  Company  to  similarly  situated executives. Such additional benefits shall
include  medical (including hospital) and dental insurance for Executive and his
dependence.  However,  the  parties acknowledge that at present the company does
not  have  medical insurance for its key employees. Accordingly, until such time
as  the  Company  obtains and makes available to Executive medical insurance for
Executive  and  his  dependents  comparable  to that afforded to Executives, the
Company  shall  pay  Executive  $250  per  month  to  allow  him to pay for such
insurance.  Executive will be entitled to reimbursement of all expenses incurred
by him in the performance of his duties, in accordance with the company's normal
policy,  subject  to  presenting  of  appropriate  vouchers.

     4.     ILLNESS OR INCAPACITY:  Executive is entitled to absences because of
            ----------------------
illness  or  incapacity  of  no  more  than  a total of ninety (90) days in each
calendar  year.  If  Executive  cannot  perform his duties because of illness or
incapacity  for  more  than a total of ninety (90) days in any year, the Company
may terminate this Agreement upon thirty (30) days' written notice to Executive.
Executive  is  not entitled to receive, and the Company shall not be required to
pay,  Executive's  compensation  hereunder  for  absences  because of illness or
incapacity  other  than  the  total  of ninety (90) days in each year granted to
Executive  under  this  Section  5.  If Executive returns to work and is able to
discharge  his  duties  in  full,  Executive  shall  be  deemed  reinstated  and
thereafter  shall  be  entitled  to  full  compensation  hereunder.

<PAGE>
           5.     TERMINATION.
                  -----------

          a.  This  Agreement  and the employment of Executive may be terminated
as  follows:

               (1)     By  the Company (i) pursuant to Paragraph 5, 6 or 7, (ii)
upon  commission  by  the  Executive of any felony or material misdemeanor under
federal,  state  or local laws or ordinances, except traffic violations or (iii)
upon  the failure of Executive to diligently or competently discharge the duties
assigned  to  him  pursuant  to  this  Agreement;  or

               (2)     (i) By Executive upon thirty (30) days' written notice to
the  Company  or  (ii)  by  the Company upon thirty (30) days' written notice to
Executive,  or

               (3)     By  the  Company  upon material violation by Executive of
any  of the terms and conditions of this Agreement or the breach by Executive of
any  representation  or  warranty  made  to  the  Company herein or in any other
agreement,  document  or  instrument  executed by Executive and delivered to the
Company, or should any representation or warranty made by Executive hereunder or
thereunder  prove  to have been false or misleading in any material respect when
made  or  furnished;  or

               (4)     By  the  Company  upon  the  death  of  Executive.

          b.     In  the  event  Executive  is terminated by the Company for any
reason (including, without limitation, in accordance with Paragraph 8(a)(2)(ii))
other  than  pursuant to Paragraph 8(a)(1) or 8(a)(3), the Company shall (i) pay
Executive  his  then current salary (subject to decrease pursuant to Schedule A,
but  without  any  increase  thereafter  pursuant  to  Schedule  A)  and provide
Executive  with  Group  Health Insurance, but no other compensation or benefits,
for  the  Applicable  Period  beginning  with  the  date of termination and (ii)
subject  to the Executive's strict adherence to and performance of the covenants
set  forth in Paragraph 7, not later than twenty-four (24) months after the date
of  such termination, an amount equal to [the lesser of (x) $250,000 and (y) two
percent  (2%) of the average Net Income Amount (as defined in Schedule A) of the
Company  for  the  two full twelve (12) month periods following the date of such
termination].  If  Executive  is  terminated  pursuant  to  Paragraph 8(a)(1) or
8(a)(3) or Executive terminates his employment pursuant to Paragraph 8(a)(2)(i),
Executive  shall  be  entitled  only to compensation accrued through the date of
termination  and all benefits accrued as of such date, and shall not be entitled
to  any  portion  of the payment set forth in clause (ii) of this Paragraph (b).

          c.     For  purposes  of  this Agreement, the term "Applicable Period"
means:  (i)  ninety  (90) days, in the case of a notice given to Executive prior
to the first anniversary of the date on which Executive commenced his employment
with  the  Company  or  its  affiliate (the "Employment Date"); (ii) one hundred
eighty  (180)  days,  in the case of a notice given to Executive on or after the
first  anniversary  and  prior to the second anniversary of his Employment Date,
and  (iii)  one (1) year, in the case of a notice given to Executive on or after
the  second  anniversary  of  his  Employment  Date.

<PAGE>

        6.     TERMINATION OF AGREEMENT UPON SALE OR TERMINATION OF COMPANY'S
               BUSINESS:
               --------------------------------------------------------------

                     (a)  Not--with-standing  anything to the contrary contained
in  this  Agreement,  the  Company  may  terminate Executive employment (i) upon
thirty  (30)  days' written notice to Executive, without cause or reason or (ii)
without  notice,  with  "cause"  (as  hereinafter  defined).  In  addition, this
agreement  will terminate automatically upon the death of the Executive. "Cause"
means  any  act  or  omission  by Executive which, in reasonable judgment of the
Company,  is  inimical  to  the  company's  best  interests. In the event of any
dispute  between the Company and Executive as to whether the Company's basis for
such  termination  constituted "cause" Executive will have the burden of proving
that  the  company's determination was reasonable. In addition to the occurrence
of  any  of  the  following  events:

               (1)     The  acquisition, directly or indirectly, of any "person"
(excluding  any  "person"  who  on  the date hereof owns or controls ten percent
(10%)  or  more of the voting power of the Company's common stock), as such term
is  used  in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended,  within  any  twelve  (12)  month  period  of securities of the Company
representing  an aggregate of fifty percent (50%) or more of the combined voting
power  of the Company's then outstanding securities; provided, that for purposes
of this Paragraph (a), "acquisition" shall not include shares which are received
by  a  person  through  gift, inheritance, under a will or otherwise through the
laws  of  descent  and  distribution;

               (2)     During  any  period of two consecutive years, individuals
who  at  the  beginning  of such period constitute the Board of Directors of the
Company  (the  "Board"),  cease for any reason to constitute at least a majority
thereof,  unless  the election of each new director was approved in advance by a
vote  of  at  least  a  majority  of the directors then still in office who were
directors  at  the  beginning  of  such  period;  or

               (3)     The  occurrence  of any other event or circumstance which
is not covered by (1) or (2) above which the Board determines affects control of
the  Company and, in order to implement the purposes of this Agreement, adopts a
resolution  that  such  event  or circumstance constitutes an "event" under this
Paragraph  6.

     (b)     If  the  Company  terminates  Executive's  employment without cause
(including  a  resignation by Executive upon or following breach or constructive
termination  by  the  Company under applicable law), the Company shall thereupon
pay  Executive  in a lump sum (in addition to base salary and bonus, as provided
in  Schedule  B,  during  the thirty (30) day notice period) severance pay in an
amount  equal  to:

(i)     one  month's  base  salary, if termination occurs to prior to October 1,
        2000
(ii)    three month's base salary, if termination occurs to prior to October 1,
        2001
(iii)   six  month's base salary, if termination occurs to prior to October 1,
        2002

                       (c)     If  termination  of  Executive's employment shall
occur  by  reason  of  the  death  or  resignation  of  Executive  (except for a
resignation  upon or following breach or constructive termination by the Company
under  applicable law), or because the Company terminates Executive's employment
for  "cause"  (as  hereinafter  defined),  no  severance pay or benefits will be
payable  beyond  the  date  of  termination.

<PAGE>
             7.           DISCLOSURE  OF  INFORMATION;  NONSOLICITATION;
                          NONCOMPETITION.
                          ----------------------------------------------

     a.       DEFINITIONS.  For  purposes  of  this  Paragraph  5, the following
terms  shall  have  the  meanings  specified  below:

                 "BUSINESS"  -  the  development,  marketing and distribution of
                  --------
products  or  services  of  the  type  offered  by  the  Company  or  any of its
subsidiaries,  including  (i) the development, marketing and distribution of (1)
screen  phones,  touch  screens  and  other  receiving  hardware to provide home
shopping,  bill  paying,  banking,  utility  meter reading, swipe-card services,
access  to  video and audio programming (whether from low-orbiting satellites or
other  sources),  wireless  communications  and  emergency response, and related
hardware  or software, and (2) wireless communi-cations and/or pagers, including
without  limitation hardware and services related to a telecom/pager wrist watch
with  access  to  information,  including  winning  lottery  numbers,  weather
conditions,  sports  scores  and  stock  market  and financial data, and related
hardware  and  software;  (ii)  the  provision  of  international long distance,
domestic long distance or local telephone time or services in the United States,
including  (1)  the  prepayment of telephone charges, (2) telephone debit cards,
(3)  international  or domestic long distance local telephone sales or resale's,
(4)  international  calling from non-U.S. locations to the United States, (5) "1
plus  1"  residential  telephone  service,  or (6 business telephone service and
(iii)  the  provision  of  environmental,  surveying,  engineering,  mapping and
right-of-way  acquisition  consulting  services;

                 "CONFIDENTIAL  INFORMATION"  -  information  relating  to  the
                  -------------------------
operations, customers, or finances of the Company, or the Business, that derives
value  from  not  being  generally  known  to  other Persons, including, but not
limited  to,  technical or non technical data, formulas, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data, and
lists  of  or  identifying  information  about  actual or potential customers or
suppliers,  whether  or  not  reduced to writing, certain unpatented information
relating  to  the  research  and  development,  manufacture  or  serving  of the
Company's  products,  information  concerning  proposed  new  products,  market
feasibility  studies  and  proposed  or  existing marketing techniques or plans.
Confidential Information also includes the same types of information relating to
the  operations,  customers,  finances,  or  Business  of  any  affiliate of the
Company,  if  such  information  is learned by Executive during the term of this
Agreement  or  in  connection  with  Executive's  performance  of  Services.
Con-fidential  Information also includes information disclosed to the Company by
third  parties  that  the  Company  is  obligated  to maintain as confiden-tial.
Confidential Information may include information that is not a trade secret, but
Confiden-tial  Information  that  is  not  also  a trade secret shall constitute
Confidential  Information  only  for three (3) years after the Termination Date;

                  "CUSTOMER"  - any customer of the Company in the United States
                   --------
that  Executive,  during  the one year period prior to the Termination Date, (i)
provided  goods  or  services  to or solicited on behalf of the Company; or (ii)
about  whom  Executive  possesses  Confidential  Information;

<PAGE>

                          "PERSON"  -  any individual, corporation, partnership,
                           ------
limited  liability  company,  association,  municipality,  government  agency,
government,  unin-corporated  organization  or  other  entity;

                          "SERVICES"  -  the duties and functions that Executive
                           --------
shall  provide  in  the  United  States  as an Executive of the Company and that
Executive shall be prohibited from providing in the United States in competition
with  the  Company in accordance with the terms of this Agreement, including the
duties  and  functions  expressly  set  forth  on  Schedule  B  attached hereto.
Executive  acknowledges  that  Executive has been informed of and discussed with
the  Company the specific activities that Executive will perform as Services and
that  Executive understands the scope of the activities that constitute Services
under  this  Agreement;

                "TERMINATION  DATE"  - the last day Executive is employed by the
                 -----------------
Com-pany,  whether  the termination is voluntary or involuntary and whether with
or  without  cause;  and

     b.       CONFIDENTIAL  INFORMATION.  Executive  shall  protect Confidential
Information.  Except  as  required  in  connection  with  work  for the Company,
Executive  will not use, disclose or give to others, during or after Executive's
employment,  any  Confidential  Information.

     c.         RETURN  OF MATERIALS.  On the Termination Date or for any reason
or  at any time at the Company's request, Executive will deliver promptly to the
Company  all materials, documents, plans, records, notes, manuals, subcontracts,
procedures  and  other  papers and any copies thereof in Executive's possession,
custody  or control relating to the Company or the Business, all of which at all
times  shall  be  the  property  of  the  Company.

     d.         SOLICITATION  OF  CUSTOMERS.  During  employment and for two (2)
years  after  the  Termination Date, Executive will not solicit Customers within
the  United  States for the purpose of providing products or services comparable
to  those  provided  by  the  Business,  except  on  behalf  of  the  Company.

     e.          SOLICITATION  OF  COMPANY EMPLOYEES.  During employment and for
two  (2)  years  after  the  Termination  Date,  Executive  will not solicit for
employment  with another Person anyone who is or was, at any time during the one
year  period  prior  to  the  Termination  Date,  an  employee  of  the Company.

     f.          SERVICES  PROVIDED  TO  COMPETITORS.  During employment and for
two  (2)  years  after the Termination Date, Executive will not provide Services
within  the  United  States  to  any  Person that offers or provides products or
services  of  the  types  provided  by  the  Company  in  the  Business.

     g.         DISPARAGEMENT.  Executive  shall  not  at  any  time make false,
misleading  or disparaging statements about the Company, including the Business,
management,  employees  and  Customers.

<PAGE>
     h.        PRIOR  AGREEMENTS.  Executive  represents  and  warrants  that
Executive  is  not  under  any  obligation,  contractual or otherwise, limiting,
impairing  or  affecting Executive's performance of Services.  Upon execution of
this  Agreement,  Executive  shall  give  the Company any agreement with a prior
employer  or other Person purporting to limit or affect, in any way, Executive's
ability  to work for the Company, to solicit customers or potential customers or
employees  or  to  use  any  type  of  information.

     i.             FUTURE  EMPLOYMENT  OPPORTUNITIES.  Prior to and for two (2)
years  after  the  Termination Date, Executive shall (a) provide any prospective
employer  with  a  copy  of this Agreement, and (b) upon accepting any position,
provide  the Company with the employer's name and a description of the services,
if  any,  Executive  will  provide  for  such  employer.

     j.         WORK  FOR  HIRE  ACKNOWLEDGMENT;  ASSIGNMENT.  All  writings,
draw-ings,  photographs, tapes, recordings, computer programs and other works in
any  tangible medium of expression, regardless of the form of medium, which have
been  or  are  prepared  by  Executive,  or  to  which Executive contributes, in
connection  with  Executive's  employ-ment  by  the  Company  (collectively  the
"Works") and all copyrights and other rights in and to the Works, belong solely,
irrevocably  and  exclusively  throughout the world to the Company as works made
for  hire.  However,  to the extent any court or agency should conclude that the
Works  (or  any of them) do not constitute or qualify as a "work made for hire,"
Executive  hereby assigns, grants and delivers, solely, irrevocably, exclusively
and  throughout  the world to the Company all copyrights and other rights to the
Works.  Executive  also agrees to cooperate with the Company and to execute such
other  further  grants and assignments of all rights as the Company from time to
time  reasonably  may  request  for  the  purpose  of  evidencing,  enforcing,
registering  or defending its ownership of the Works and the copyrights in them,
and  Executive  hereby  irrevoca-bly  constitutes  and  appoints  the Company as
Executive's  agent  and  attorney-in-fact,  with full power of substitu-tion, in
Executive's  name,  place  and  stead,  to  execute and deliver any and all such
assignments  or  other instruments which Executive shall fail or refuse promptly
to execute and deliver, this power and agency being coupled with an interest and
being  irrevo-cable. Without limiting the preceding provisions of this Paragraph
8(j),  Executive agrees that the Company may edit and otherwise modify, and use,
publish  and otherwise exploit, the Works in all media and in such manner as the
Company,  in  its  discretion,  may  determine.

     k.          INVENTIONS,  IDEAS  AND  PATENTS.  Executive  shall  disclose
promptly  to the Company (which shall receive it in confidence), and only to the
Company,  any  invention  or  idea of Executive (developed alone or with others)
conceived  or  made during Executive's employment by the Company (or, if related
to  the  Business,  during  employment  or within one year after the Termination
Date).  Executive  assigns  to the Company any such invention or idea in any way
connected  with  Executive's  employment or related to the Business, research or
development  of the Company, or demonstrably anticipated research or development
of  the  Company, and will cooperate with the Company and sign all papers deemed
necessary  by  the  Company to enable it to obtain, maintain, protect and defend
patents  covering  such  inventions  and  ideas  and  to  confirm  the exclusive
ownership  of  the  Company of all rights in such inventions, ideas and patents,
and  irrevoca-bly  appoints  the Company as its agent to execute and deliver any
assignments  or  documents  Executive  fails  or  refuses to execute and deliver
promptly,  this  power  and  agency  being  coupled  with  an interest and being
irrevocable.
<PAGE>


This constitutes written notification to Executive that this assignment does not
apply to an invention for which no equipment, supplies, facility or trade secret
information  of  the  Company  or  any Customer was used and which was developed
entirely  on Executive's own time, unless (a) the invention relates (i) directly
to  the  Business  or (ii) to the actual or demonstrably anticipated research or
develop-ment  of  the  Company,  or  (b)  the  invention  results  from any work
performed  by  Executive  for  the  Company.

     l.     INDEPENDENCE  OF COVENANTS.  The covenants contained herein shall be
            ---------------------------
construed  as agreements independent of each other and of any other provision of
this  or any other contract between the parties hereto, and the existence of any
claim  or  cause  of action by Executive against the Company, whether predicated
upon  this  or  any  other  contract,  shall  not  constitute  a  defense to the
enforcement  by  the  Company  of  said  covenants.

     m.     RIGHT  TO  INJUNCTIVE RELIEF.    (a) Executive recognizes and agrees
            -----------------------------
that  the  injury the Company will suffer in the event of the Executive's breach
of  any covenant or agreement contained herein cannot be compensated by monetary
damages  alone, and Executive therefore agrees that the Company, in addition and
without limiting any other remedies or rights that it may have, either under his
Agreement  or  otherwise,  shall  have the right to obtain an injunction against
Executive  from  any  court of competent jurisdiction enjoining any such breach.

8.       MISCELLANEOUS.
         -------------

     a.     This  Agreement  may  be assigned by the Company to any successor in
interest  to  its business, which successor in interest shall be bound herein to
the same extent as the Company.  Executive agrees to perform his duties for such
successor  in  interest  to  the  same  extent  as  he  would  for  the Company.

           b.     This  is a personal agreement on the part of Executive and may
not  be  sold,  assigned,  transferred  or  conveyed  by  Executive.

           c.     The  waiver  by  either  party of a breach of any provision of
this  Agreement by the other party shall not operate or be construed as a waiver
of  any  subsequent  breach  by  the  other  party.

     d.     This Agreement shall be governed by and construed in accordance with
the  laws  of  the  State  of  California.

     e.          This  Agreement  states  the entire agreement and understanding
between  the  parties  and  supersedes  all prior understandings and agreements.

     f.     No change or modification to this Agreement shall be valid unless in
writing  and  signed  by  both  parties  hereto.

<PAGE>


IN  WITNESS  WHEREOF, the undersigned have executed this Agreement as of the day
and  year  first  above  written.

                              STARTRONIX  INTERNATIONAL  INC.

                                    /s/ Greg Gilbert
                              By:  _____________________________
                                   Name:  Greg  Gilbert
                                   Title:   President  &  Co-CEO


                              EXECUTIVE:

                                   By:    /s/ Lloyd Adams
                                   Name:  Lloyd  Adams

ATTEST:

/s/ Gabrial Nassar
__________________________
By:  Gabrial  Nassar,  Secretary

<PAGE>

                               SCHEDULE  A  -  SALARY  AND  BONUS
                               ----------------------------------

     SALARY.  Commencing  on  the  first  day  of the second fiscal quarter, the
Company shall pay Executive for each of the next twelve months, a Monthly Salary
(as  defined  below)  based  on the Net Income Amount (as defined below) for the
previous  full  fiscal  year,  according  to  the  following  table:


ANNUAL NET INCOME AMOUNT                           CORRESPONDING MONTHLY SALARY

less than or equal to $1.2 million                            $10,000
greater than $1.2 million but less than
or equal to $6 million                                        $15,000
greater than $6 million but less than or
 equal to $12 million                                         $20,000
greater than $12 million                                      $25,000


     For  purposes  of  this  Agreement, "Net Income Amount" means the Company's
annual  net  income  before  income taxes and "Monthly Salary" means Executive's
monthly  salary,  before  deductions.  The  Company will deduct from payments of
Monthly Salary to Executive all federal, state and local income tax, FICA, FUTA,
and  other withholdings as required by law.  For purposes of this Agreement, the
Company's  net  income  and  gross  sales shall be determined in accordance with
generally  accepted  accounting  principles  in  the United States, applied as a
basis  consistent  with  prior  periods.

          BONUS.  On the last day of each of the second, third and fourth fiscal
quarters  following the end of the previous full fiscal year of the Company, the
Company  shall  pay  Executive a cash bonus equal to one-third of the Net Income
Amount  for  such  full  fiscal  year  multiplied  by the Applicable Percentage;
provided  that  no  cash  bonus shall be payable to Executive on any date unless
Executive  is  employed  by  the  Company  on  that  date.


ANNUAL NET INCOME AMOUNT                                  APPLICABLE PERCENTAGE
------------------------                                  ---------------------
less than or equal to $1.2 million                                 1%
greater than $1.2 million but less than or equal to $6 million     2%
greater than $6 million but less than or equal to $12 million      3%
greater than $12 million                                           4%

<PAGE>

               SCHEDULE B - SUMMARY OF EMPLOYEE STOCK OPTION PLAN
               --------------------------------------------------


To  be  determined  by  the  Compensation  Committee  of the Board of Directors