REORGANIZATION AND STOCK
                               PURCHASE AGREEMENT

                                by  and  between

                        StarTronix  International,  Inc.
                           a  Delaware  corporation

                                RunTec  Inc.
                           a  Delaware  corporation

                                     and

                              StarTronix,  Inc.
                          a  Delaware  corporation

<PAGE>

                REORGANIZATION  AND  STOCK  PURCHASE  AGREEMENT

     REORGANIZATION  AND  STOCK  PURCHASE  AGREEMENT  ("Agreement"), dated as of
September  20,  1999,  by and between StarTronix International, Inc., a Delaware
corporation  (hereinafter  referred  to  as  "StarTronix International"), RunTec
Inc.,  a  Delaware  corporation  (hereinafter  referred  to  as  "RunTec")  and
StarTronix,  Inc.,  a  Delaware  corporation  (hereinafter  referred  to  as
"StarTronix").  Each of StarTronix International, RunTec and StarTronix shall be
referred  to  herein  as  a  "Party"  and  collectively  as  the  "Parties."

                        W  I  T  N  E  S  S  E  T  H

WHEREAS, StarTronix International owns 100% of the issued and outstanding common
stock  of  StarTronix  (the  "StarTronix  Shares").

WHEREAS,  StarTronix  International  desires  to sell and RunTec desires to
purchase  the  StarTronix  Shares in accordance with the terms set forth herein;

NOW  THEREFORE,  in  consideration  of  the  premises and respective mutual
agreements,  covenants,  representations  and warranties herein contained, it is
agreed  between  the  parties  hereto  as  follows:

                                ARTICLE  1
                   SALE  AND  PURCHASE  OF  THE  SHARES

     1.1     Sale  of  the  StarTronix  Shares.  At  the Closing, subject to the
             ---------------------------------
terms  and conditions herein set forth, and on the basis of the representations,
warranties  and agreements herein contained, StarTronix International shall sell
to  RunTec  and  RunTec shall purchase from StarTronix International, all of the
StarTronix  Shares.  As  consideration for the receipt of the StarTronix Shares,
RunTec  shall execute and deliver to StarTronix International, a promissory note
(the  "Note")  in  the original principal amount of ONE HUNDRED THOUSAND DOLLARS
($100,000.00),  in  the  form  attached  hereto  as  Exhibit  A.

     1.2     Instruments of Conveyance and Transfer.  At the Closing, StarTronix
             --------------------------------------
International  shall  deliver  to  RunTec the StarTronix Shares and RunTec shall
deliver  to  StarTronix  International  the  Note.


                                   ARTICLE  2
                      REPRESENTATIONS  AND  WARRANTIES

     2.1     Representations  and  Warranties  of  StarTronix International.  To
             --------------------------------------------------------------
induce  RunTec  to  enter into this Agreement and to consummate the transactions
contemplated hereby, StarTronix International represents and warrants, as of the
date  hereof  and  as  of  the  Closing,  as  follows:

<PAGE>


     2.1.1     StarTronix  International  and  StarTronix  have  the full right,
power and authority to enter into this Agreement and to carry out and consummate
the  transaction  contemplated  herein.  This  Agreement  constitutes the legal,
valid  and  binding  obligation  of  StarTronix  International  and  StarTronix.

     2.1.2     Corporate  Existence  and  Authority of StarTronix International.
               ----------------------------------------------------------------
StarTronix  International  is a corporation duly organized, validly existing and
in  good standing under the laws of the State of Delaware.  It has all requisite
corporate  power,  franchises,  licenses,  permits  and  authority  to  own  its
properties  and  assets and to carry on its business as it has been and is being
conducted.  It  is  in good standing in each state, nation or other jurisdiction
wherein  the character of the business transacted by it makes such qualification
necessary.

     2.1.3     Capitalization  of  StarTronix  International.  The  authorized
               ---------------------------------------------
equity  securities of StarTronix International consists of 100,000,000 shares of
common  stock,  of  which  23,510,961  shares  are  issued  and  outstanding and
10,000,000  shares  of  preferred  stock,  of  which  50,000  shares of Series C
Preferred Stock are issued and outstanding.  No other shares of capital stock of
StarTronix  International  are  issued  and  outstanding.  All of the issued and
outstanding  shares  have  been  duly  and  validly  issued  in  accordance  and
compliance  with  all  applicable laws, rules and regulations and are fully paid
and  nonassessable.  There are no options, warrants, rights, calls, commitments,
plans,  contracts  or  other  agreements  of  any character granted or issued by
StarTronix International which provide for the purchase, issuance or transfer of
any  shares  of  the capital stock of StarTronix International nor are there any
outstanding  securities  granted  or issued by StarTronix International that are
convertible into any shares of the equity securities of StarTronix International
except for the issued and outstanding preferred stock.  StarTronix International
is  not  obligated  or committed to purchase, redeem or otherwise acquire any of
its equity.  All presently exercisable voting rights in StarTronix International
are  vested exclusively in its outstanding shares of common stock, each share of
which  is entitled to one vote on every matter to come before it's shareholders,
and  other  than  as  may be contemplated by this Agreement, there are no voting
trusts  or  other  voting  arrangements  with  respect  to  any  of  StarTronix
International's  equity  securities.

     2.1.4     Corporate Existence and Authority of StarTronix.  StarTronix is a
               ------------------------------------------------
corporation duly organized, validly existing and in good standing under the laws
of  the  State  of  Delaware.  It has all requisite corporate power, franchises,
licenses, permits and authority to own its properties and assets and to carry on
its  business  as it has been and is being conducted.  It is in good standing in
each  state,  nation or other jurisdiction wherein the character of the business
transacted  by  it  makes  such  qualification  necessary.


<PAGE>
     2.1.5     Capitalization  of  StarTronix.  The authorized equity securities
               -------------------------------
of  StarTronix  consists of 1,500 shares of common stock, no par value, of which
1,500  shares  are  issued and outstanding.  No other shares of capital stock of
StarTronix are issued and outstanding.  All of the issued and outstanding shares
have  been  duly  and  validly  issued  in  accordance  and  compliance with all
applicable  laws,  rules  and  regulations and are fully paid and nonassessable.
There  are no options, warrants, rights, calls, commitments, plans, contracts or
other  agreements of any character granted or issued by StarTronix which provide
for  the  purchase,  issuance  or transfer of any shares of the capital stock of
StarTronix  nor  are  there  any  outstanding  securities  granted  or issued by
StarTronix  that  are  convertible  into  any shares of the equity securities of
StarTronix.  StarTronix  is  not  obligated  or committed to purchase, redeem or
otherwise acquire any of its equity.  All presently exercisable voting rights in
StarTronix  are  vested  exclusively  in its outstanding shares of common stock,
each  share of which is entitled to one vote on every matter to come before it's
shareholders, and other than as may be contemplated by this Agreement, there are
no  voting  trusts  or  other  voting  arrangements  with  respect  to  any  of
StarTronix's  equity  securities.

     2.1.6     Execution  of  Agreement.  The  execution  and  delivery  of this
               -------------------------
Agreement does not, and the consummation of the transactions contemplated hereby
will  not:  (a)  violate,  conflict  with,  modify or cause any default under or
acceleration  of  (or  give  any  party  any  right  to  declare  any default or
acceleration  upon  notice or passage of time or both), in whole or in part, any
charter,  article  of  incorporation,  bylaw,  mortgage,  lien,  deed  of trust,
indenture,  lease,  agreement,  instrument, order, injunction, decree, judgment,
law  or  any  other  restriction  of  any  kind  to  which  either  StarTronix
International  or  StarTronix  are  a party or by which either of them or any of
their properties are bound; (b) result in the creation of any security interest,
lien, encumbrance, adverse claim, proscription or restriction on any property or
asset  (whether real, personal, mixed, tangible or intangible), right, contract,
agreement or business of StarTronix International or StarTronix; (c) violate any
law, rule or regulation of any federal or state regulatory agency; or (d) permit
any federal or state regulatory agency to impose any restrictions or limitations
of  any  nature  on  StarTronix  International  or  StarTronix  or  any of their
respective  actions.

     2.1.7     Taxes.
               ------

     2.1.7.1  All  taxes,  assessments,  fees,  penalties,  interest  and  other
governmental  charges  with  respect  to  StarTronix  which  have become due and
payable on the date hereof have been paid in full or adequately reserved against
by  StarTronix,  (including  without  limitation,  income, property, sales, use,
franchise,  capital  stock,  excise, added value, employees' income withholding,
social  security and unemployment taxes), and all interest and penalties thereon
with  respect  to  the  periods  then  ended  and  for  all  periods  thereto;


<PAGE>
          2.1.7.2    There  are  no  agreements,  waivers  or other arrangements
providing  for an extension of time with respect to the assessment of any tax or
deficiency  against  StarTronix,  nor are there any actions, suits, proceedings,
investigations  or  claims  now  pending  against  StarTronix, nor are there any
actions,  suits,  proceedings,  investigations  or  claims  now  pending against
StarTronix  in respect of any tax or assessment, or any matters under discussion
with  any  federal,  state,  local or foreign authority relating to any taxes or
assessments,  or  any claims for additional taxes or assessments asserted by any
such  authority, and there is no basis for the assertion of any additional taxes
or  assessments  against  StarTronix,  and

     2.1.7.3  The  consummation  of  the  transactions  contemplated  by  this
Agreement  will  not  result  in  the  imposition  of any additional taxes on or
assessments  against  StarTronix.

     2.1.8     Disputes  and  Litigation.  There is no suit, action, litigation,
               --------------------------
proceeding,  investigation,  claim, complaint, or accusation pending, threatened
against  or affecting StarTronix or any of its properties, assets or business or
to  which  StarTronix  is  a party, in any court or before any arbitrator of any
kind or before or by any governmental agency (including, without limitation, any
federal,  state,  local,  foreign  or other governmental department, commission,
board,  bureau, agency or instrumentality), and there is no basis for such suit,
action,  litigation, proceeding, investigation, claim, complaint, or accusation;
(b)  there  is  no  pending or threatened change in any environmental, zoning or
building laws, regulations or ordinances which affect or could affect StarTronix
or  any of its properties, assets or businesses; and (c) there is no outstanding
order,  writ,  injunction, decree, judgment or award by any court, arbitrator or
governmental  body  against  or  affecting  StarTronix or any of its properties,
assets  or  business.  There is no litigation, proceeding, investigation, claim,
complaint  or  accusation, formal or informal, or arbitration pending, or any of
the  aforesaid  threatened, or any contingent liability which would give rise to
any  right  of  indemnification  or similar right on the part of any director or
officer of StarTronix or any such person's heirs, executors or administrators as
against  StarTronix.

     2.1.9     Compliance  with  laws.  StarTronix  has  at  all times been, and
               -----------------------
presently  is,  in  full  compliance  with,  and  has not received notice of any
claimed  violation  of,  any applicable federal, state, local, foreign and other
laws, rules and regulations. StarTronix has filed all returns, reports and other
documents  and  furnished  all information required or requested by any federal,
state,  local  or  foreign  governmental  agency  and all such returns, reports,
documents  and  information are true and complete in all respects.  All permits,
licenses,  orders,  franchises  and  approvals  of  all federal, state, local or
foreign governmental or regulatory bodies required of StarTronix for the conduct
of  its  business have been obtained, no violations are or have been recorded in
respect  of  any  such  permits, licenses, orders, franchises and approvals, and
there is no litigation, proceeding, investigation, arbitration, claim, complaint
or  accusation,  formal  or  informal,  pending or threatened, which may revoke,
limit,  or question the validity, sufficiency or continuance of any such permit,
license,  order,  franchise  or  approval.  Such  permits,  licenses,  orders,
franchises  and  approvals are valid and sufficient for all activities presently
carried  on  by  StarTronix.

     2.1.10     Guaranties.  StarTronix  has  not  guaranteed  any  dividend,
                -----------
obligation  or  indebtedness  of  any  Person; nor has any Person guaranteed any
dividend,  obligation  or  indebtedness  of  StarTronix.

<PAGE>
     2.1.11     Books  and  Records.  StarTronix  keeps  its  books, records and
                --------------------
accounts  (including,  without  limitation,  those  kept for financial reporting
purposes  and for tax purposes) in accordance with good business practice and in
sufficient  detail  to  reflect the transactions and dispositions of its assets,
liabilities and equities.  The minute books of StarTronix contain records of its
shareholders'  and  directors' meetings and of action taken by such shareholders
and  directors.  The  meeting  of directors and shareholders referred to in such
minute  books  were  duly called and held, and the resolutions appearing in such
minute  books  were  duly  adopted.  The  signatures  appearing on all documents
contained in such minute books are the true signatures of the persons purporting
to  have  signed  the  same.

     2.2     Representations and Warranties of RunTec.  To induce StarTronix and
             ----------------------------------------
StarTronix  International  to  enter  into  this Agreement and to consummate the
transactions contemplated hereby, RunTec represents and warrants, as of the date
hereof  and  as  of  the  Closing,  as  follows:

     2.2.1     Corporate  Existence  and  Authority  of  RunTec.  RunTec  is  a
               -------------------------------------------------
corporation duly organized, validly existing and in good standing under the laws
of  the  State  of  Delaware.  It has all requisite corporate power, franchises,
licenses, permits and authority to own its properties and assets and to carry on
its  business  as it has been and is being conducted.  It is in good standing in
each  state,  nation  or  other  jurisdiction  in  each  state,  nation or other
jurisdiction  wherein  the character of the business transacted by it makes such
qualification  necessary.

     2.2.2     Capitalization  of  RunTec.  The  authorized equity securities of
               ---------------------------
RunTec  consists  of  1,500  shares  of  common stock, of which 1,500 shares are
issued  and outstanding as of the date hereof.  No other shares of capital stock
of  RunTec are issued and outstanding.  All of the issued and outstanding shares
have  been  duly  and  validly  issued  in  accordance  and  compliance with all
applicable  laws,  rules  and  regulations and are fully paid and nonassessable.
All  presently exercisable voting rights in RunTec are vested exclusively in its
outstanding  shares of common stock, each share of which is entitled to one vote
on  every  matter  to  come  before  it's shareholders, and other than as may be
contemplated  by  this  Agreement,  there  are  no voting trusts or other voting
arrangements  with  respect  to  any  of  RunTec's  equity  securities.


<PAGE>
     2.2.3     Execution  of  Agreement.  The  execution  and  delivery  of this
               -------------------------
Agreement  and  the  issuance  of the Note does not, and the consummation of the
transactions  contemplated  hereby will not:  (a) violate, conflict with, modify
or  cause  any  default under or acceleration of (or give any party any right to
declare  any default or acceleration upon notice or passage of time or both), in
whole  or in part, any charter, article of incorporation, bylaw, mortgage, lien,
deed  of  trust,  indenture,  lease,  agreement,  instrument, order, injunction,
decree,  judgment, law or any other restriction of any kind to which RunTec is a
party  or  by  which  it  or  any of its properties are bound; (b) result in the
creation  of  any  security  interest,  lien,  encumbrance,  adverse  claim,
proscription  or  restriction  on any property or asset (whether real, personal,
mixed,  tangible  or  intangible),  right,  contract,  agreement  or business of
RunTec;  (c)  violate  any  law,  rule  or  regulation  of  any federal or state
regulatory  agency;  or  (d)  permit  any  federal or state regulatory agency to
impose  any  restrictions  or  limitations of any nature on RunTec or any of its
actions.

     2.2.4     Taxes.
               ------

     2.2.4.1  All  taxes,  assessments,  fees,  penalties,  interest  and  other
governmental charges with respect to RunTec which have become due and payable on
the  date hereof have been paid in full or adequately reserved against by RunTec
(including  without limitation, income, property, sales, use, franchise, capital
stock,  excise,  added value, employees' income withholding, social security and
unemployment  taxes), and all interest and penalties thereon with respect to the
periods  then  ended  and  for  all  periods  thereto;

          2.2.4.2    There  are  no  agreements,  waivers  or other arrangements
providing  for an extension of time with respect to the assessment of any tax or
deficiency  against  RunTec  nor  are  there  any  actions,  suits, proceedings,
investigations  or claims now pending against RunTec, nor are there any actions,
suits,  proceedings,  investigations  or  claims  now  pending against RunTec in
respect  of  any  tax  or  assessment,  or any matters under discussion with any
federal, state, local or foreign authority relating to any taxes or assessments,
or  any  claims  for  additional  taxes  or  assessments  asserted  by  any such
authority,  and  there  is no basis for the assertion of any additional taxes or
assessments  against  RunTec,  and

     2.2.4.3  The  consummation  of  the  transactions  contemplated  by  this
Agreement  will  not  result  in  the  imposition  of any additional taxes on or
assessments  against  RunTec.

     2.2.5     Disputes  and  Litigation.  There is no suit, action, litigation,
               --------------------------
proceeding,  investigation,  claim, complaint, or accusation pending, threatened
against  or  affecting RunTec or any of its properties, assets or business or to
which  RunTec  is  a party, in any court or before any arbitrator of any kind or
before  or  by  any  governmental  agency  (including,  without  limitation, any
federal,  state,  local,  foreign  or other governmental department, commission,
board,  bureau, agency or instrumentality), and there is no basis for such suit,
action,  litigation, proceeding, investigation, claim, complaint, or accusation;
(b)  there  is  no  pending or threatened change in any environmental, zoning or
building  laws, regulations or ordinances which affect or could affect RunTec or
any  of  its  properties,  assets or businesses; and (c) there is no outstanding
order,  writ,  injunction, decree, judgment or award by any court, arbitrator or
governmental  body  against or affecting RunTec or any of its properties, assets
or  business.  There  is  no  litigation,  proceeding,  investigation,  claim,
complaint  or  accusation, formal or informal, or arbitration pending, or any of
the  aforesaid  threatened, or any contingent liability which would give rise to
any  right  of  indemnification  or similar right on the part of any director or
officer  of  RunTec  or  any such person's heirs, executors or administrators as
against  RunTec.


<PAGE>
     2.2.6     Compliance  with  laws.  RunTec  has  at  all  times  been,  and
               -----------------------
presently  is,  in  full  compliance  with,  and  has not received notice of any
claimed  violation  of,  any applicable federal, state, local, foreign and other
laws,  rules  and  regulations.  RunTec has filed all returns, reports and other
documents  and  furnished  all information required or requested by any federal,
state,  local  or  foreign  governmental  agency  and all such returns, reports,
documents  and  information are true and complete in all respects.  All permits,
licenses,  orders,  franchises  and  approvals  of  all federal, state, local or
foreign  governmental or regulatory bodies required of RunTec for the conduct of
its  business  have  been  obtained,  no violations are or have been recorded in
respect  of  any  such  permits, licenses, orders, franchises and approvals, and
there is no litigation, proceeding, investigation, arbitration, claim, complaint
or  accusation,  formal  or  informal,  pending or threatened, which may revoke,
limit,  or question the validity, sufficiency or continuance of any such permit,
license,  order,  franchise  or  approval.  Such  permits,  licenses,  orders,
franchises  and  approvals are valid and sufficient for all activities presently
carried  on  by  RunTec.

     2.2.7     Guaranties.  RunTec  has  not guaranteed any dividend, obligation
               -----------
or  indebtedness  of  any  Person;  nor  has any Person guaranteed any dividend,
obligation  or  indebtedness  of  RunTec.

     2.2.8     Books  and Records.  RunTec keeps its books, records and accounts
               -------------------
(including,  without limitation, those kept for financial reporting purposes and
for  tax  purposes)  in accordance with good business practice and in sufficient
detail  to  reflect the transactions and dispositions of its assets, liabilities
and  equities.  The  minute books of RunTec contain records of its shareholders'
and  directors' meetings and of action taken by such shareholders and directors.
The  meeting of directors and shareholders referred to in such minute books were
duly  called  and  held, and the resolutions appearing in such minute books were
duly  adopted.  The  signatures  appearing  on  all  documents contained in such
minute  books  are  the true signatures of the persons purporting to have signed
the  same.


                                ARTICLE  3
                   CLOSING  AND  DELIVERY  OF  DOCUMENTS

     3.1     Closing.  The  Closing  shall  be deemed to have occurred as of the
             --------
date  of  signing  of  this Agreement.  Subsequent to the signing, the following
shall  occur  as  a  single  integrated  transaction:


<PAGE>
     3.2     Delivery  by  RunTec:
             ---------------------

     (a)     RunTec  shall  deliver  to  StarTronix  International  the  Note.

     3.3     Delivery  by  StarTronix  International:
             ----------------------------------------

     (a)     StarTronix  International  shall  deliver  to  RunTec  all  of  the
StarTronix  Shares  and  all  instruments of conveyance and transfer required by
Section  1.2.

                                ARTICLE  4
             CONDITIONS,  TERMINATION,  AMENDMENT  AND  WAIVER

     4.1     Condition  Precedent.  This  Agreement,  and  the  transactions
             --------------------
contemplated  hereby, shall be subject to the approval of the Board of Directors
of  RunTec,  StarTronix  International  and  StarTronix,  and, if necessary, the
respective  shareholders  thereof.

     4.2     Termination.  Notwithstanding anything to the contrary contained in
             ------------
this  Agreement,  this  Agreement  may  be  terminated  and  the  transactions
contemplated  hereby  may  be  abandoned at any time prior to the Closing by the
mutual  consent  of  all  of  the  parties;

     4.3     Waiver  and  Amendment.  Any  term,  provision,  covenant,
             -----------------------
representation,  warranty or condition of this Agreement may be waived, but only
by  a  written  instrument signed by the party entitled to the benefits thereof.
The failure or delay of any party at any time or times to require performance of
any  provision  hereof  or  to exercise its rights with respect to any provision
hereof shall in no manner operate as a waiver of or affect such party's right at
a  later  time to enforce the same.  No waiver by any party of any condition, or
of  the  breach  of  any  term,  provision, covenant, representation or warranty
contained in this Agreement, in any one or more instances, shall be deemed to be
or  construed  as a further or continuing waiver of any such condition or breach
or  waiver of any other condition or of the breach of any other term, provision,
covenant,  representation  or  warranty.  No  modification  or amendment of this
Agreement  shall  be valid and binding unless it be in writing and signed by all
parties  hereto.


                                  ARTICLE  5
                                  COVENANTS

     5.1     To induce RunTec to enter into this Agreement and to consummate the
transactions  contemplated hereby, and without limiting any covenant, agreement,
representation or warranty made StarTronix International covenants and agrees as
follows:


<PAGE>
     5.1.1  Notices and Approvals.  StarTronix International agrees: (a) to give
            ----------------------
and  to  cause  StarTronix  to  give  all  notices to third parties which may be
necessary  or  deemed  desirable by RunTec in connection with this Agreement and
the  consummation  of  the transactions contemplated hereby; (b) to use its best
efforts  to  obtain  and  to  cause  StarTronix to obtain, all federal and state
governmental  regulatory agency approvals, consents, permit, authorizations, and
orders necessary or deemed desirable by RunTec in connection with this Agreement
and  the consummation of the transaction contemplated hereby; and (c) to use its
best  efforts  to  obtain,  and  to cause StarTronix to obtain, all consents and
authorizations  of  any  other  third  parties  necessary or deemed desirable by
RunTec  in  connection  with  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby.

     5.1.2  Information  for  RunTec's  Statements and Applications.  StarTronix
            --------------------------------------------------------
International  and  StarTronix  and  their  employees, accountants and attorneys
shall  cooperate  fully  with  RunTec  in  the  preparation of any statements or
applications  made  by  RunTec  to  any federal or state governmental regulatory
agency  in  connection  with  this  Agreement  and the transactions contemplated
hereby  and  to  furnish  RunTec  with  all  information  concerning  StarTronix
International  and  StarTronix  necessary  or  deemed  desirable  by  RunTec for
inclusion  in  such  statements and applications, including, without limitation,
all  requisite  financial  statements  and  schedules.

     5.2     To  induce  StarTronix  International  and StarTronix to enter into
this  Agreement  and  to  consummate  the  transactions contemplated hereby, and
without limiting any covenant, agreement, representation or warranty made RunTec
covenants  and  agrees  as  follows:

     5.2.1  Notices  and  Approvals.  RunTec  agrees: (a) to give all notices to
            ------------------------
third  parties  which  may  be  necessary  or  deemed  desirable  by  StarTronix
International  in  connection  with  this  Agreement and the consummation of the
transactions  contemplated  hereby;  (b)  to  use its best efforts to obtain all
federal  and  state  governmental regulatory agency approvals, consents, permit,
authorizations,  and  orders  necessary  or  deemed  desirable  by  StarTronix
International  in  connection  with  this  Agreement and the consummation of the
transaction  contemplated  hereby; and (c) to use its best efforts to obtain all
consents  and  authorizations  of  any  other  third parties necessary or deemed
desirable  by StarTronix International in connection with this Agreement and the
consummation  of  the  transactions  contemplated  hereby.

     5.2.2  Information  for  StarTronix  International's  Statements  and
            --------------------------------------------------------------
Applications.  RunTec  and  its  employees,  accountants  and  attorneys  shall
          ---
cooperate  fully  with  StarTronix  International  in  the  preparation  of  any
statements or applications made by StarTronix International or StarTronix to any
federal  or  state  governmental  regulatory  agency  in  connection  with  this
Agreement  and  the  transactions  contemplated hereby and to furnish StarTronix
International  with  all  information  concerning  RunTec  necessary  or  deemed
desirable  by  StarTronix  International  for  inclusion  in such statements and
applications,  including, without limitation, all requisite financial statements
and  schedules.

<PAGE>
                                     ARTICLE  6
                                   MISCELLANEOUS

     6.1     Expenses.  Except  as  otherwise  specifically provided for herein,
             ---------
whether or not the transactions contemplated hereby are consummated, each of the
parties  hereto  shall  bear  all  taxes  of  any  nature  (including,  without
limitation,  income,  franchise,  transfer  and  sales  taxes)  and all fees and
expenses  relating to or arising from its compliance with the various provisions
of  this  Agreement  and  such  party's covenants to be performed hereunder, and
except as otherwise specifically provided for herein, each of the parties hereto
agrees  to pay all of its own expenses (including, without limitation, attorneys
and  accountants'  fees  and printing expenses) incurred in connection with this
Agreement, the transactions contemplated hereby, the negotiations leading to the
same  and  the preparations made for carrying the same into effect, and all such
taxes,  fees  and expenses of the parties hereto shall be paid prior to Closing.

     6.2     Notices.  Any  notice,  request,  instruction  or  other  document
             --------
required  by the terms of this Agreement, or deemed by any of the parties hereto
to  be  desirable, to be given to any other party hereto shall be in writing and
shall  be  given  by  prepaid  telegram  or delivered or mailed by registered or
certified mail, postage prepaid, with return receipt requested, to the following
addresses:

     To  RunTec:

     RunTec  Inc.
     2901  Pacific  Coast  Highway,  Suite  360
     Newport  Beach,  CA  92663
     Attn:  Jimmy  M.  Sellards
     Facsimile:  (949)  574-7119

     To  StarTronix  or  StarTronix  International:

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


<PAGE>
     with  a  copy  to:

     Cutler  Law  Group
     610  Newport  Center  Drive,  Suite  800
     Newport  Beach,  CA  92660
     Attn:  M.  Richard  Cutler,  Esq.
     Facsimile  (949)  719-1988

     The  persons and addresses set forth above may be changed from time to time
by  a  notice  sent  as aforesaid.  If notice is given by delivery in accordance
with  the  provisions  of this Section, said notice shall be conclusively deemed
given  at  the  time of such delivery.  If notice is given by mail in accordance
with  the  provisions  of this Section, such notice shall be conclusively deemed
given  forty-eight  (48)  hours after deposit thereof in the United States mail.
If  notice  is  given  by  telegraph  in  accordance with the provisions of this
Section,  such  notice  shall  be conclusively deemed given at the time that the
telegraphic  agency  shall  confirm  delivery  thereof  to  the  addressee.

6.3     Entire  Agreement.  This  Agreement,  together  with  the  schedule  and
        ------------------
exhibits  hereto,  sets  forth  the  entire  agreement  and understanding of the
parties  hereto  with  respect  to  the  transactions  contemplated  hereby, and
supersedes  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  Agreement, or exhibits hereto 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.

     6.4     Survival  of  Representations.  All  statements  of fact (including
             ------------------------------
financial statements) contained in the schedules, the exhibits, the certificates
or  any  other instrument delivered by or on behalf of the parties hereto, or in
connection  with  the  transactions  contemplated  hereby,  shall  be  deemed
representations  and  warranties  by  the  respective  party  hereunder.  All
representation,  warranties agreements and covenants hereunder shall survive the
Closing  and  remain  effective  regardless of any investigation or audit at any
time  made by or on behalf of the parties or of any information a party may have
in  respect thereto.  Consummation of the transactions contemplated hereby shall
not  be  deemed  or construed to be a waiver of any right or remedy possessed by
any  party  hereto, notwithstanding that such party knew or should have known at
the  time  of  Closing  that  such  right  or  remedy  existed.

     6.5     Incorporated  by  Reference.  All  documents  (including,  without
             ----------------------------
limitation,  all  financial  statements)  delivered  as  part hereof or incident
hereto  are  incorporated  as  a  part  of  this  Agreement  by  reference.


<PAGE>
     6.6     Remedies  Cumulative.  No remedy herein conferred upon and Party is
             ---------------------
intended  to  be  exclusive  of  any other remedy and each and every such remedy
shall  be  cumulative  and  shall  be  in  addition  to every other remedy given
hereunder  or  now  or  hereafter  existing at law or in equity or by statute or
otherwise.

     6.7     Execution  of  Additional Documents.  Each party hereto shall make,
             ------------------------------------
execute,  acknowledge and deliver such other instruments and documents, and take
all  such other actions as may be reasonably required in order to effectuate the
purposes  of  this  Agreement  and  to  consummate the transactions contemplated
hereby.

     6.8     Finders'  and  Related  Fees.  Each  of  the  parties  hereto  is
             -----------------------------
responsible  for,  and shall indemnify the other against, any claim by any third
party to a fee, commission, bonus or other remuneration arising by reason of any
services  alleged  to  have been rendered to or at the instance of said party to
this  Agreement  with  respect  to  this Agreement or to any of the transactions
contemplated  hereby.

     6.9     Governing  Law.  This Agreement has been negotiated and executed in
             ---------------
the  State  of California and shall be construed and enforced in accordance with
the  laws  of  such  state.

     6.10     Forum.  Each  of the parties hereto agrees that any action or suit
              ------
which  may  be  brought  by  any  party hereto against any other party hereto in
connection  with  this  Agreement or the transactions contemplated hereby may be
brought  only  in  a  federal  or  state  court  in  Orange  County, California.

     6.11     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 nonprevailing party
for  all  reasonable  expenses  incurred  in  resolving  such dispute, including
reasonable  attorneys' fees exclusive of such amount of attorneys' fees as shall
be a premium for result or for risk of loss under a contingency fee arrangement.

     6.12     Binding  Effect and Assignment.  This Agreement shall inure to the
              -------------------------------
benefit  of  and  be binding upon the parties hereto and their respective heirs,
executors,  administrators,  legal  representatives  and  assigns.

     6.13     Counterparts.  This  Agreement  may  be  executed in counterparts,
              -------------
each  of  which  shall  be  deemed  an original, but all of which together shall
constitute  one  and the same instrument.  In making proof of this Agreement, it
shall not be necessary to produce or account for more than one such counterpart.


<PAGE>
     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the  date  first  written  hereinabove.


     RUNTEC  INC.
     a  Delaware  corporation  ("RUNTEC")
     /s/ Jimmy M. Sellards
     ___________________________________
     By:  Jimmy  M.  Sellards
     Its:  ______________


     STARTRONIX  INTERNATIONAL,  INC.
     a  Delaware  corporation  ("STARTRONIX  INTERNATIONAL")

     /s/ Greg Gilbert
     ___________________________________
     By:  Greg  Gilbert
     Its:  President

     STARTRONIX,  INC.
     a  Delaware  corporation  ("STARTRONIX")
      /s/ Greg Gilbert
     ___________________________________
     By:  Greg  Gilbert
     Its:  President


<PAGE>

                                      EXHIBIT  "A"

                                    PROMISSORY  NOTE


$100,000                                                Irvine,  California
                                                        September  20,  1999

     FOR  VALUE  RECEIVED,  the  undersigned RUNTEC INC., a Delaware corporation
("RunTec"),  hereby  promises  to  pay to the order of STARTRONIX INTERNATIONAL,
INC.,  a  Delaware  Corporation,  or  its  assign  or  assigns  ("StarTronix
International"  or  "Payee"), at 7700 Irvine Center Drive, Suite 510, Irvine, CA
92618 or at such other place as Payee or any holder hereof may from time to time
designate,  the  principal  sum  of  ONE  HUNDRED  THOUSAND  AND  NO/100 DOLLARS
($100,000.00),  and to pay simple interest at said office or place from the date
hereof on the unpaid principal balance amount hereof at a rate of twelve percent
(12%)  per  annum.  This  note shall be payable, including the principal balance
and  any  and  all  interest  accruing  hereunder,  due and payable on or before
September 20, 2000.  Interest shall be calculated on the basis of a 365-day year
and  actual  days.  In  no event shall the rate of interest hereunder exceed the
maximum  interest  rate  permitted  by  applicable  law.

     RunTec  and  all endorsers, guarantors and sureties hereof hereby severally
waive diligence, demand, presentment, protest and notice of any kind, and assent
to  extensions  of  the  time  of payment, release, surrender or substitution of
security,  or  forbearance  or  other  indulgence,  without  notice.

     RunTec may, at its option, at any time and from time to time, prepay all or
any  part  of  the  principal  balance of this Note, without penalty or premium,
provided  that  concurrently  with each such prepayment RunTec shall pay accrued
interest  on  the  principal  so  prepaid  to  the  date  of  such  prepayment.

     This Note may not be changed, modified or terminated orally, but only by an
agreement  in  writing  signed  by  the  party  to  be  charged.

     In  the  event  the  Payee or any holder hereof shall refer this Note to an
attorney  for  collection, RunTec agrees to pay, in addition to unpaid principal
and  interest,  all  the  costs and expenses incurred in attempting or effecting
collection  hereunder, including reasonable attorney's fees, whether or not suit
is  instituted.

     In the event of any litigation with respect to this Note, RunTec waives the
right  to  a  trial  by  jury  and  all rights of setoff and rights to interpose
counterclaims  and  cross-claims.  RunTec  hereby  irrevocably  consents  to the
jurisdiction  of  the  courts  of the State of California in connection with any
action  or  proceeding  arising  out  of  or  relating  to  this  Note.

     This  Note  shall  be  governed by California law, without reference to any
choice  of  law  principles  thereof.
     RUNTEC  INC.

          /s/ Jimmy M. Sellards
     By:  _______________________________
     Jimmy  M.  Sellards,  _________________