STOCK  PURCHASE  AGREEMENT,  dated  as of August 6, 1999 by and between ZOG
INVESTMENTS,  LTD.,  a  Belize  corporation,  or their nominee ("PURCHASER") and
STARTRONIX  INTERNATIONAL,  INC.  ("SELLER").

                          W  I  T  N  E  S  S  E  T  H

     WHEREAS, SELLER desires to sell 150,000 shares of StarTronix International,
Inc.  Common  Stock  (the "Shares") to PURCHASER on the terms and conditions set
forth  in  this  Stock  Purchase Agreement (hereinafter called "Agreement"); and

     WHEREAS,  PURCHASER  desires  to buy the Shares on the terms and conditions
set  forth  herein;

     NOW  THEREFORE,  in  consideration  of  the  promises and respective mutual
agreements  herein  contained, it is agreed by and between the parties hereto as
follows:

                                   ARTICLE  1
                      SALE  AND  PURCHASE  OF  THE  SHARES

     1.1     Sale  of  the  Shares.  Upon  the  execution  of  this Agreement as
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provided  in  Section  3.1  hereto  (the  "Closing"),  subject  to the terms and
conditions herein set forth, and on the basis of the representations, warranties
and  agreements  herein contained, SELLER shall sell to PURCHASER, and PURCHASER
shall  purchase  from  SELLER,  the  Shares.

     1.2     Instruments  of  Conveyance  and Transfer.  Simultaneously with the
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Closing,  SELLER  shall  deliver  a certificate or certificates representing the
Shares  to  PURCHASER, in form and substance satisfactory to PURCHASER, as shall
be effective to vest in PURCHASER all right, title and interest in and to all of
the  Shares,  as  set  forth  in  Section  3  herein.

     1.3     Consideration and Payment for the Shares.  In consideration for the
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Shares  PURCHASER shall pay the purchase price equal to $1.00 per share, for the
total  purchase price of $150,000 ("Purchase Price").   The Purchase Price shall
paid  by  PURCHASER  to counsel for the SELLER on the Closing Date in accordance
with  the  instructions  provided  in  paragraph  3.3.

                                   ARTICLE  2
         REPRESENTATIONS  AND  COVENANTS  OF  SELLER  AND  PURCHASER

     2.1     The  SELLER  hereby  represents  and  warrants  that:

(a)     It shall transfer title, in and to the Shares, to the PURCHASER free and
clear  of  all  liens,  security  interests,  pledges,  encumbrances,  charges,
restrictions,  demands  and  claims,  of any kind and nature whatsoever, whether
direct  or  indirect or contingent, except as set forth in Paragraph 2.2 herein.

<PAGE>

     2.2     On  the  Closing  Date as defined herein in Section 3.1, the SELLER
shall  deliver  to the PURCHASER certificates representing the Shares subject to
no  liens,  security  interests,  pledges,  encumbrances, charges, restrictions,
demands  or  claims  in  any  other party whatsoever, except as set forth in the
legend  on  the  certificate(s),  which  legend  shall  provide  as  follows:

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY  STATE,  AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE  DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT
(i)  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT AND ANY
APPLICABLE  STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY
AND  COMPLIANCE,  TO  THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY
SIMILAR  RULE  UNDER  THE  ACT  RELATING  TO  THE  DISPOSITION  OF  SECURITIES.)

     2.3.     The  PURCHASER  hereby  represents  and  warrants  that:

(a)     PURCHASER  acknowledges  that the Shares will be "restricted securities"
(as  such  term  is  defined in Rule 144 promulgated under the Securities Act of
1933,  as  amended  ("Rule  144")),  that  the Shares will include the foregoing
restrictive  legend,  and, except as otherwise set forth in this Agreement, that
the  Shares  cannot  be  sold for a period of one year from the date of issuance
unless  registered  with  the  SEC and qualified by appropriate state securities
regulators,  or  unless  PURCHASER  obtains  written consent from the SELLER and
otherwise  complies  with  an exemption from such registration and qualification
(including,  without  limitation,  compliance  with  Rule  144).

(b)     The PURCHASER has 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 PURCHASER.

(c)     The  PURCHASER  acknowledges  that  investment  in  the  Shares involves
substantial  risks  and is suitable only for persons of adequate financial means
who  can bear the economic risk of an investment in the Shares for an indefinite
period  of  time.  PURCHASER  further  represents  that  he:


<PAGE>
(1)     has  adequate  means  of  providing  for  his  or  her current needs and
possible  personal contingencies, has no need for liquidity in his investment in
the  Shares,  is able to bear the substantial economic risks of an investment in
the  Shares  for  an  indefinite  period, and, at the present time, can afford a
complete  loss  of  his  investment;

(2)     is an "Accredited Investor" as that term is defined in Section 501(a) of
Regulation  D  promulgated  under  the  Securities  Act of 1933, as amended (the
"Act"),  in  that (i)  PURCHASER is a natural person whose individual net worth,
or  joint net worth with PURCHASER's spouse, exceeds $1,000,000 and either he is
able  to bear the economic risk of investment in the proposed investments or the
proposed  investments  will  not  exceed 10% of his net worth or joint net worth
with  PURCHASER's  spouse  and/or  (ii)  PURCHASER  is  a natural person who had
individual income in excess of $200,000 in each of the two most recent years, or
joint  income with such investor's spouse in excess of $300,000 in each of those
years and reasonably expects to reach the same income level in the current year,
and  either  PURCHASER  is  able  to bear the economic risk of investment in the
proposed  investments  or the proposed investments will not exceed 10% of his or
her  net  worth  or  joint  net  worth  with  PURCHASER's  spouse;

(3)     does not have an overall commitment to investments which are not readily
marketable that is disproportionate to his net worth, and that his investment in
the  Shares  will  not  cause  such  overall  commitment  to  become  excessive;

(4)     is  acquiring  the  Shares  for his own account, for investment purposes
only  and not with a view toward resale, assignment or distribution thereof, and
no  other  person  has a direct or indirect, beneficial interest, in whole or in
part,  in  such  Shares;

(5)     has such knowledge and experience in financial, tax and business matters
that  he  is  capable of evaluating the merits and risks of an investment in the
Shares;


<PAGE>
(6)     has  been  given  the  opportunity  to  ask  questions of and to receive
answers  from persons acting on each of the SELLERS' behalf concerning the terms
and  conditions  of  this transaction and also has been given the opportunity to
obtain  any  additional  information  which  each  of the SELLERS possess or can
acquire  without  unreasonable  effort  or  expense.  As  a result, PURCHASER is
cognizant  of the financial condition, capitalization, use of proceeds from this
financing  and  the  operations  and  financial  condition  of  StarTronix
International, Inc., has available full information concerning their affairs and
has  been able to evaluate the merits and risks of the investment in the Shares;
and

(7)     The  funds  provided  for  the  PURCHASER's purchase are either separate
property,  community  property  over which the signatory(ies) hereto has or have
the  right of control or are otherwise funds as to which the undersigned has the
sole  right  of  management.

                                  ARTICLE  3
                    CLOSING  AND  DELIVERY  OF  DOCUMENTS

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

3.2     Delivery  by  SELLER.
        ---------------------

     (a)     SELLER  shall  deliver  to the PURCHASER the stock certificate  and
any  and  all  other  instruments of conveyance and transfer required by Section
1.2.

     (b)     SELLER  shall  deliver,  or cause to be delivered, to the PURCHASER
such  instruments, documents and certificates as are required to be delivered by
SELLER  or  its  representatives  pursuant  to the provisions of this Agreement.

     3.3     Delivery  by  PURCHASER.
             ------------------------

     (a)  The  PURCHASER shall deliver the Purchase Price as required in Section
1.3  made  payable  to  "The  Law  Offices  of  M. Richard Cutler fbo StarTronix
International,  Inc."  to 610 Newport Center Drive, Suite 800, Newport Beach, CA
92660,  Attn:  M.  Richard  Cutler,  Esq.

     (b)  The  PURCHASER shall deliver, or cause to be delivered, to SELLER such
instruments,  documents  and certificates as are required to be delivered by the
PURCHASER  or  its representatives pursuant to the provisions of this Agreement.


                                  ARTICLE  4
                 TERMINATION,  AMENDMENT  AND  WAIVER

     4.1     Termination.  Notwithstanding anything to the contrary contained in
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this  Agreement,  this  Agreement  may  be  terminated  and  the  transactions
contemplated  hereby  may  be  abandoned  at  any  time prior to delivery of the
Purchase  Price  solely  by  the  mutual  consent  of  all  of  the  parties.


<PAGE>
     4.2     Waiver  and  Amendment.  Any  term,  provision,  covenant,
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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
                                  MISCELLANEOUS

5.1     Entire  Agreement.  This  Agreement  sets forth the entire agreement and
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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 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.

     5.2     Notices.  All  notices  provided  for in this Agreement shall be in
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writing signed by the party giving such notice, and delivered personally or sent
by  overnight  courier or messenger or sent by registered or certified mail (air
mail  if  overseas),  return  receipt  requested,  or  by  telex,  facsimile
transmission,  telegram  or  similar  means  of communication.  Notices shall be
deemed  to have been received on the date of personal delivery, telex, facsimile
transmission,  telegram  or  similar  means  of  communication,  or  if  sent by
overnight  courier  or  messenger,  shall be deemed to have been received on the
next  delivery  day  after  deposit with the courier or messenger, or if sent by
certified  or registered mail, return receipt requested, shall be deemed to have
been  received  on  the  third  business day after the date of mailing.  Notices
shall  be  sent  to  the  addresses  set  forth  below:

     If  to  SELLER:
     --------------

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

<PAGE>
     With  a  copy  to:
     -----------------

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

     If  to  Purchaser:
     -----------------

     Zog  Investments,  Ltd.
     c/o  D.W.  Barton
     177  Riverside,  Suite  F-100
     Newport  Beach,  CA  92663

     5.3     Choice  of  Law and Venue.     This Agreement and the rights of the
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parties hereunder shall be governed by and construed in accordance with the laws
of  the  State  of  California  including all matters of construction, validity,
performance,  and  enforcement  and  without  giving effect to the principles of
conflict  of  laws.

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

     5.5     Attorneys' Fees.  Except as otherwise provided herein, if a dispute
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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.

     5.6     Taxes.  Any income taxes required to be paid in connection with the
             -----
payments  due  hereunder,  shall  be  borne  by  the party required to make such
payment.  Any  withholding  taxes  in  the  nature  of  a tax on income shall be
deducted  from  payments  due, and the party required to withhold such tax shall
furnish to the party receiving such payment all documentation necessary to prove
the  proper  amount  to  withhold  of such taxes and to prove payment to the tax
authority  of  such  required  withholding.


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



PURCHASER                                   SELLER

ZOG  INVESTMENTS,  LTD.                    STARTRONIX  INTERNATIONAL,  INC.

/s/ Zog Investments, Ltd                    /s/ Greg Gilbert
___________________________                 _______________________________
By:     _____________________               By:     Greg  Gilbert
Its:     _____________________              Its:     President