ASSET PURCHASE AGREEMENT


     ASSET  PURCHASE  AGREEMENT (the "Agreement") dated as of February 15, 2000,
by  and  among  LANCER INTERNATIONAL, INC., a Nevada corporation ("Seller"), and
STARTRONIX.COM,  INC.,  a  Delaware  corporation  ("Purchaser")  a  wholly owned
subsidiary  of  StarTronix  International,  Inc.


                              PRELIMINARY RECITALS

     WHEREAS,  Seller  is  engaged  in  the business of developing and marketing
various  health  products and services to customers, and has a business location
at  10  Corporate  Park,  Suite  110,  Irvine,  CA  92606  (the  "Business").

     WHEREAS,  Seller  desires  to  sell  to Purchaser, and Purchaser desires to
purchase from Seller certain of the Seller's property and assets, upon the terms
and  subject  to  the  conditions  hereinafter  set  forth,

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

                                    ARTICLE I

                   SALES AND PURCHASE OF THE PURCHASED ASSETS

     1.1     PURCHASED  ASSETS.  On  the  terms  and  subject  to the conditions
             ------------------
hereinafter  set  forth,  Seller  hereby  sells, conveys, transfers, assigns and
delivers  to  Purchaser, free and clear of all Liens (as defined), and Purchaser
hereby  purchases and acquires all of Seller's rights, title and interest in and
to  the  following property and assets (other than Excluded Assets as defined in
Section  1.2)  which  are used in or arise out of the conduct of the Business or
are  considered  to  be  assets  of  Seller as of the Closing Date (as defined),
located  at  the  Irvine Business and whether or not all or any of said property
and  assets appear on or are reflected upon Seller's books, records or financial
statements  (collectively,  the  "Purchased  Assets"), exclusively including the
following:

          1.1.1     Tangible  Personal  Property.  All  office  furniture  and
                    -----------------------------
equipment  and other similar personal property of Seller, listed on "ADDENDUM I"
herein  attached  as  a  part  of  this  Agreement;

          1.1.2     Inventories  and  Supplies.  All  inventory  of  Seller,
                    ---------------------------
including  without  limitation,  equipment  and  office,  operating  proprietary
systems, products, and other supplies listed on "ADDENDUM II" herein attached as
a  part  of  this  Agreement;

          1.1.3     Records.  All  records,  files,  documents and papers of the
                    --------
Business,  including  but not limited to, list of investors and amounts invested
financial statements, journals, ledgers, correspondence, customer records, books
of  account, and employment application and records, " herein attached as a part
of  this  Agreement;

          1.1.4     Claims.  All  causes  of  action, claims, rights of recovery
                    -------
and  set-off of every kind and character pertaining or relating to the Purchased
Assets,  including  all  insurance,  warranty and condemnation proceeds received
after  the  Closing  Date  with  respect  to  damage, destruction or loss of any
Purchased  Assets;


<PAGE>
     1.1.5     Other  Assets.  All  other properties and assets owned or held by
               --------------
Seller  that  are  used  in,  or are necessary for the continued conduct of, the
Business  as  of the date hereof, whether or not of a type falling within any of
the  categories  of  assets  or  properties  described  above;  and

     1.1.6     Name  and  Goodwill.  The name "Lancer International" that are or
               --------------------
could  be  under  the  control  of Seller, together with all goodwill associated
therewith  and  with  the  Business.

1.1.7     Proprietary Rights.  Any and all servicemarks, trademarks, serivcemark
          -------------------
and  trademark  registrations  and applications, trade-names, logos, copyrights,
and  other  licenses  thereof,  know-how,  trade  secrets,  listings of past and
present  customers,  potential  customers,  recorded  knowledge, business plans,
performance standards, catalogues, research data, analyses and computer software
programs,  sales  data,  sales and advertising materials, scheduling and service
methods,  sales  and service manuals and all other proprietary, confidential and
other  similar  information (in whatever form or medium) relating to the conduct
of  the  Business  (collectively,  "Proprietary Rights") "Addendum III" " herein
attached  as  a  part  of  this  Agreement.

1.1.8     Accounts  Receivable.  All  accounts receivable, notes, bonds or other
          ---------------------
evidences  of  indebtedness of any corporation, entity or person held by Seller,
including  any  such  receivables  from  officers,  stockholders,  employees and
companies  affiliated  with  Seller;

1.2     EXCLUDED  ASSETS.  The  following  assets  ("Excluded  Assets") shall be
        -----------------
retained by Seller and shall not be sold and transferred to Purchaser hereunder:

1.2.1     Purchase  Assets to Irvine Location.   All Assets involved in Seller's
          ------------------------------------
Businesses  that  are specifically listed on "ADDENDUM III" herein attached as a
part  of  this  Agreement.

1.2.2     Rights  Under  This  Agreement.  Seller's  rights pursuant to or under
          -------------------------------
this  Agreement;


1.2.3     Cash  and  Cash  Equivalents.  Any  and  all  cash and cash equivalent
          -----------------------------
assets  of  Seller,  including  rights  to  tax  refunds,  insurance deposits or
premiums  and  rights  to  return  of  premiums;

     1.3     CLOSING.  The  closing  of  the  sale and purchase of the Purchased
             --------
Assets  (the  "Closing")  will  take  place  beginning  at  1:00  p.m.  on
,  1999,  at  the  office of Lancer International, located at 10 Corporate Park,
Suite  #  110,  City of Irvine, California (such time and date being hereinafter
referred  to  as  the  "Closing  Date").


                                   ARTICLE II

                                 PURCHASE PRICE


     2.1     CLOSING  AMOUNTS.  The  Purchase  Price  to be paid by Purchaser to
             -----------------
Seller  for  the  Business  and  the  Purchased  Assets  shall  be SEVEN HUNDRED
TWENTY-TWO  THOUSAND FIVE HUNDRED THIRTY-TWO DOLLARS ($723,532) subject to final
review  and  approval  of the StarTronix International, Inc. Board of Directors.

     2.2     PAYMENT  OF  PURCHASE PRICE.  An amount of the Purchase Price equal
             ----------------------------
to  FIFTY  THOUSAND  DOLLARS ($50,000), less the amount of earnest money payment
already  received,  shall  be  payable  by  Purchaser  at  Closing  in  cash  or
immediately  available  funds.  An  amount  of  the  Purchase Price equal to SIX
HUNDRED  SEVENTY-THREE THOUSAND FIVE HUNDRED THIRTY-TWO DOLLARS ($673,532) shall
be  payable  by  Purchaser by the delivery at Closing of the number of SHARES OF
RESTRICTED COMMON STOCK OF STARTRONIX INTERNATIONAL, INC. that equate to a value
of  $673,532  based  upon the average closing price of SHARES OF COMMON STOCK OF
STARTRONIX  INTERNATIONAL,  INC. on the NASDAQ Bulletin Board within the last 10
business  day  period prior to Closing (the "Shares of Stock"), as per the daily
Bloomberg  stock  closing  price.

                                   ARTICLE III


                         REPRESENTATIONS AND WARRANTIES


     3.1     ABSENCE  OF  UNDISCLOSED  LIABILITIES.   Seller  has  no  debts,
             --------------------------------------
liabilities or obligations of any nature (whether accrued, absolute, contingent,
direct, indirect, perfected, inchoate, unliquidated or otherwise, whether due or
to  become  due)  arising out of any transaction entered into at or prior to the
Closing,  or  any  transaction, series of transactions, action or inaction at or
prior  to the Closing, or any state of facts or condition existing or obligation
is  asserted,  including without limitation, taxes with respect to or based upon
transactions  or  events  occurring on or before the Closing that may affect the
assets  to  be  purchased  under  this  Agreement.

     3.2     NO  MATERIAL  ADVERSE  CHANGES.  Since December 31, 1998, there has
             -------------------------------
been no material adverse change in the assets, liabilities, condition (financial
or  otherwise),  operating  results,  employee  or  customer relations, business
activities  or  reputation  of  Seller's  Business.

3.3     PURCHASED  ASSETS.
        -----------------

          3.3.1     Title. "ADDENDUMS I & II" contain true and complete lists of
                    ------
all vehicles, equipment, furniture, supplies, drawings and all other tangible or
intangible  personal  property,  rights  and  assets  owned or leased by, in the
possession of, or used by Seller in connection with the Business, located on the
leased  real  property  (except  property  sold  or otherwise disposed of in the
ordinary  course  of  business  consistent with past custom and practice), which
list  indicates the location of such items.  Except for the Excluded Assets, the
Purchased  Assets constitute all of the property and assets which are used in or
considered  part  of the Business as presently conducted, other than assets sold
or  disposed  in the ordinary course of business to nonaffiliated third parties.
Seller  owns good and marketable title, free and clear of Liens to all Purchased
Assets.  Seller  has  the  right  to  convey,  and  upon  consummation  of  the
transactions  which  are the subject of this Agreement, Purchaser will be vested
with  good  and  marketable title to the Purchased Assets, free and clear of all
liens,  mortgages,  charges,  claims  or  interests of any nature (collectively,
"Liens").

     3.3.2     Leases.  All  leases  of the real and personal property leased by
               -------
the  Seller and utilized in the Business, including all such leases with related
parties  or  affiliates are listed on "ADDENDUM IV" herein attached as a part of
this  Agreement.  Seller  has  heretofore  delivered  to  Purchaser accurate and
complete  copies of all such leases.  Purchaser has agreed to assume such leases
to  the extent that the lessor of such leases consents to such assumption and to
indemnify  and  hold  Seller  harmless  from  any  further obligation under such
leases.


                                   ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF SELLER


     Seller  represents and warrants to and agrees with Purchaser as hereinafter
set  forth  in  this  Article  IV.

     4.1     OPERATION  OF PURCHASER'S BUSINESS.  During the Post Closing period
             -----------------------------------
as  defined,  Seller shall operate the Business in a prudent business manner and
will  not make material changes in the manner of operation in the Business so as
to  negatively  and  adversely  affect  Purchaser's  interest  in  obtaining the
payments  required  by  Seller  under  Section  2.2  herein.

     4.2     LITIGATION.   There  is  no  claim,  counter-claim,  action,  suit
             -----------
proceeding  or  governmental  investigation pending or, to the best knowledge of
Seller,  threatened  against  or  involving  Seller with respect to or affecting
Seller  or  its business, properties, services or operations, or relating to the
transactions  contemplated  hereby, before any court, agency, commission, board,
bureau  or  other  governmental  body  or  instrumentality which would adversely
affect  Seller's  ability to perform its obligations hereunder including without
limitation  any  payment  due  hereunder.

     4.3     TAXES.   All  taxes due and payable by the Seller have been paid in
             ------
full.  Seller has timely filed all federal, state, county, local and foreign tax
returns  which  it  is required to have filed, and such returns are complete and
correct.   Any deficiencies proposed as a result of any governmental audits have
been  paid  or settled, and there are no present disputes as to taxes payable by
Seller.  There  are  no  unexperienced  waivers  by  Seller  of  any  statute of
limitations  with  respect to any taxes, and Seller is not a party to any action
or proceedings by any governmental authority for the collection or assessment of
taxes.

      4.4  RESALE  OF  PURCHASED ASSETS.  During the Post Closing period, Seller
           -----------------------------
agrees  not  to  sell any of the Purchased Assets to any third party without the
prior  written  approval  of  Purchaser.

                                    ARTICLE V

                                OTHER AGREEMENTS


     5.1     ADDITIONALAGREEMENTS.   Seller  shall,  from time to time after the
             ---------------------
Closing, upon the request of Purchaser, do, execute, acknowledge and deliver, or
cause  to  be  done,  execute  acknowledge  and  deliver, all such further acts,
assignments,  transfers, assurances, transferring, granting, conveying, assuring
and  confirming  to Purchaser the Purchased Assets sold to Purchaser pursuant to
this  Agreement.



                                   ARTICLE VI

                               CLOSING DELIVERIES


     6.1     CLOSING  DOCUMENTS  BY  PURCHASER.   On  the Closing Date Purchaser
             ----------------------------------
shall  deliver  to  Seller:

     6.1.1     Purchase  Price.   Cash or bank check in an amount equal to FIFTY
               ----------------
THOUSAND  DOLLARS  ($50,000),  being  that portion of the Purchased Price due in
cash,  at  Closing;  and

6.1.2     Stock.   The  balance  of  the  Purchase  Price  is  SIX  HUNDRED
          ------
SEVENTY-TWO  THOUSAND  FIVE HUNDRED THIRTY-THREE DOLLARS ($673,532) and shall be
fully  paid  by  a  stock  certificate  from  StarTronix  International,  Inc.
representing  the  Shares  of Stock as determined in accordance with Section 2.2
hereof;  and

     6.1.3     Employment  Agreements.  Employment  Agreements  for Jonathan and
               ----------------------
Barbara  Gulla  Exhibit  "A  &  B"  attached  hereto.

                                   ARTICLE VII

                                 INDEMNIFICATION
     7.1     INDEMNITY  BY PURCHASER.  Without limitation of any other provision
             ------------------------
of  this Agreement, Purchaser covenants and agrees to protect, indemnify, defend
and  hold Seller harmless from all third party liabilities, obligations, losses,
suites,  claims,  breaches,  demands,  damages,  judgments, interest, penalties,
fines, costs and expenses (including reasonable attorneys' and accountants' fees
and  expenses)  actually  or allegedly arising out of, or in connection with, or
relating to only those specific limited Assumed Liabilities expressly assumed by
Purchaser  on  the  Closing  Date  in  accordance  with  this  Agreement.

     7.2     PROCEDURE AND PAYMENT.   If after the Closing Date the Seller shall
             ----------------------
receive  notice  of any third party claim or alleged third party claim asserting
the  existence  of  any  matter of the nature as to which the Purchaser has been
indemnified  against  under  this  Article  VIII  by the Purchaser, Seller shall
promptly notify Purchaser in writing with respect thereto.  Purchaser shall have
the  right to defend against any such claim provided (i) Purchaser shall, within
10  days  after  the  giving  of  such  notice  by Seller, notify Seller that it
disputes  such claim, give reasons therefor, and that Purchaser will, at its own
cost  and  expense,  defend  the  same , and (ii) such defense is instituted and
continuously  maintained  in good faith by Purchaser.  In such event the defense
may,  if  necessary,  be maintained in the name of Seller.  Seller may, if it so
elects,  designate  its  own counsel to participate with the counsel selected by
Purchaser  in  the conduct of such defense.  Purchaser shall not permit any lien
or  execution  to  attach to the assets of the Seller as a result of such claim,
and  the Purchaser shall provide such bonds or deposits as shall be necessary to
prevent  the  same.  In  any event, Seller shall be kept fully advised as to the
status  of  such  defense.  If  Purchaser  shall  be  given notice of a claim as
aforesaid  and  shall fail to notify Seller of its election to defend such claim
within  the  time and as prescribed herein, or after having so elected to defend
such  claim shall fail to institute and maintain such defense in accordance with
the foregoing, or if such defense shall be unsuccessful then, in any such event,
the  Purchaser  shall fully satisfy and discharge the claim within 10 days after
notice  from  Seller  requesting  Purchaser  to  do  so.


                                  ARTICLE VIII

                                  MISCELLANEOUS


     8.1     SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES;  ASSIGNMENT.  The
             ------------------------------------------------------------
representations  and  warranties of Seller and Purchaser in this Agreement or in
any  certificate  or  document  delivered  prior to or on the Closing Date shall
survive  the  Closing  for  a period of five (5) years subsequent to the Closing
Date  and  shall be considered in effect thereafter for claims alleging a breach
thereof  as  to  which  Seller  and/or  Purchaser have been notified during such
period.  In  addition,  the  rights  to indemnity provided in Article VIII shall
survive the Closing of this Agreement and shall inure to the parties' respective
successors  and  assigns.  This  Agreement  shall  not  be assigned by any party
without the prior written consent of the other party.  Subject to the foregoing,
this Agreement shall be for the benefit of and shall be binding upon the parties
hereto  and  their  respective  successors  and  assigns.

     8.2     CONSTRUCTION.   This  Agreement  shall be construed and enforced in
             -------------
accordance  with,  and  all  questions  concerning  this construction, validity,
interpretation  and performance of this Agreement shall be governed by, the laws
of the State of California without giving effect to provisions thereof regarding
conflict  of  laws.

     8.3     NOTICES.  All  necessary  notices, demands and requests required or
             --------
permitted  to  be  given  hereunder  shall  be  deemed  duly given when actually
delivered subject to the subsequent designation of another address, addressed as
follows:

          If  to  Purchaser:     Greg  Gilbert,  President
                         StarTronix  International,  Inc.
                         7700  Irvine  Center  Drive
                         Suite  510
                         Irvine,  California  92618


          To  Seller:          Jonathan  &  Barbara  Gulla
                         Lancer  International,  Inc.
                         10  Corporate  Park
                         Suite  110
                         Irvine,  CA  92606


          With  a  copy  to:     R.  Laken  Mitchell,  Esq.
                         105  South  Dixie  Avenue
                         Cookeville,  TN   38501

     8.4     HEADINGS;  CONTEXT.   The  heading  of  the sections and paragraphs
             -------------------
contained  in  this  Agreement  are for convenience of reference only and do not
form  a  part  hereof and in no way modify, interpret or construe the meaning of
this  Agreement.

     8.5     COUNTERPARTS.   This Agreement may be executed in counterparts, all
             -------------
of  which  shall  be  considered  one  and  the same agreement, and shall become
effective  when one or more counterparts have been signed by each of the parties
hereto  and  delivered  to  the  other.

     8.6     RELIANCE.   All  covenants,  warranties  and  representations  made
             ---------
herein  by any party shall be deemed to be material and relied upon by the other
party,  notwithstanding  any  investigation by or knowledge of such other party.

     8.7     EXPENSES WITH RESPECT TO TRANSACTION.   The Purchaser shall pay all
             -------------------------------------
fees, costs and expenses incurred in connection with this transaction, including
Seller's  attorney's  fees.

     8.8     COMPLETENESS  OF  AGREEMENT.   This  Agreement,  and  the Schedules
             ----------------------------
hereto  and the other documents referred to or provided for herein represent the
entire contract among the parties with respect to the subject matter hereof, and
shall  not  be  modified  or  affected  by  any  offer,  proposal,  statement or
representation,  oral or written, and by or for any party in connection with the
negotiation  of  the  terms  hereof.

     8.9     AMENDMENT  AND  WAIVER.   This  Agreement  may  be  amended, or any
             -----------------------
provision  of  this Agreement may be waived, provided that any such amendment or
waiver  will  be binding on Seller only if such amendment or waiver is set forth
in  a writing executed by Seller.  The waiver of any party hereto of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any  other  breach.

     8.10     PREAMBLE;  PRELIMINARY  RECITALS.   The  Preliminary  Recitals set
              ---------------------------------
forth  in  the  Preamble  hereto are hereby incorporated and made a part of this
Agreement.

     8.11     NO  STRICT  CONSTRUCTION.    The  language  used in this Agreement
              -------------------------
will  be deemed to be the language chosen by the parties hereto to express their
mutual  intent,  and  no rule of strict construction will be applied against any
party  hereto.


     IN WITNESS WHEREOF, Seller and Purchaser each have caused this Agreement to
be  duly executed and delivered in its name and on its behalf, all as of the day
and  year  first  above  written.




                                LANCER  INTERNATIONAL,  INC.

                                /s/  Jonathan Gulla
                              _____________________________________
                              By:  Jonathan  Gulla

                              Title:  ________________________________


                               /s/  Barbara Gulla
                              _____________________________________
                              By:  Barbara  Gulla

                              Title:  _____________________________



                              STARTRONIX.COM,  INC.

                              /s/  Greg Gilbert
                              _____________________________________
                              By:  Greg  Gilbert

                              Title:  Co-Chief  Executive  Officer


                               /s/  Lloyd N. Adams
                              _____________________________________
                              By:  Lloyd  N.  Adams

                              Title:  Co-Chief  Executive  Officer