CONSULTING AGREEMENT

                                       FOR

                                   TERRY BYRNE

SATX, INC. A NEVADA CORPORATION, (HEREINAFTER REFERRED TO AS "COMPANY") AND
TERRY BYRNE, (HEREINAFTER REFERRED TO AS "CONSULTANT") AGREES AS FOLLOWS:

         1.  CONSULTANT: Company hires Consultant and Consultant hereby accepts
consulting with the Company upon the terms and conditions hereinafter set forth.

         2.  TERM OF CONSULTING AGREEMENT:

             A.  INITIAL TERM: The term of this Consulting Agreement shall
commence on June 1, 2000 and shall terminate on May 30, 2001, unless otherwise
extended or terminated as provided for under this agreement.

         3.  CONSULTANT'S DUTIES:

             A.  TITLE: Consultant shall serve as an independent outside
financial advisor to the Company. In that capacity, Consultant shall provide
introduction to business contacts, brokerage firms, and public relations firms
or provide additional services, acts, or things necessary to advise the
President and CEO of the Company, (Merritt Jesson).

             B.  LOYAL AND CONSCIENTIOUS PERFORMANCE: Consultant agrees that to
the best of his ability and experience he will at all times loyally and
conscientiously perform all of the obligations required of him either expressly
or implicitly by the terms of this agreement.

             C.  COMPETITIVE ACTIVITIES: During the term of this agreement
Consultant shall not, directly participate in any business that is in
competition in any manner whatsoever with the business of the Company.

             D.  TRADE SECRETS:

                 (i)    The parties acknowledge and agree that during the term
of this agreement and in the course of the discharge of his consulting
hereunder, Consultant shall have access to and become acquainted with
information concerning the operation of the Company, including without
limitation, customers, financial, personnel, sales, planning, marketing and
other information that is owned by the Company and regularly used in the
operation of the Company's business and that this information constitutes the
Company's trade secrets.
<PAGE>

                 (ii)   Consultant agrees that he shall not disclose any such
trade secrets, directly or indirectly, to any other person or use them in any
way, either during the term of this agreement or at any time thereafter, except
as is required in the course of his consulting with the Company. The
unauthorized use or disclosure of any of the Company's trade secrets obtained by
Consultant during his consulting with the Company shall constitute unfair
competition.

                 (iii)  Consultant further agrees that all files, records,
documents, equipment and similar items relating to Company's business, whether
prepared by Consultant or others, are and shall remain exclusively the property
of the Company.

         4.  COMPENSATION:

             A.  BASE COMPENSATION: The Consultant shall receive 1,000,000
shares of Stock in SATX, Inc. with S-8 registration rights.

             B.  ADDITIONAL COMPENSATION: The Consultant shall receive a total
of 600,000 un-registered warrants in SATX, Inc. with exercise prices as follows:

                 200,000 @ $1.00
                 200,000 @ $2.00
                 200,000 @ $3.00

             C.  SEVERANCE ALLOWANCE: Notwithstanding any provision of this
agreement, if, during the initial term of this agreement or any extension
thereof, the Company terminates this agreement without cause or materially
breaches this agreement, the Company shall pay Consultant, without setoff, the
balance owing under this agreement ("Severance Allowance") upon termination.

             D.  TAX WITHHOLDING: Consultant hereby acknowledges and warrants
that neither it, nor any of its employees or agents, will be treated as an
employee of the Company with respect to any services rendered to the Company for
any purpose whatever, including without limitation for the purpose of Social
Security, Federal or State Unemployment taxes or income tax withholding at any
source. Consultant shall be solely responsible for its Federal, State and Local
income taxes, if any.

         5.  EXPENSE ALLOWANCE: Company shall reimburse Consultant for all
business related expenses incurred by Consultant during the course of his
consulting on behalf of the Company.

         6.  TERMINATION:

             A.  TERMINATION FOR CAUSE: The Company reserves the right to
terminate this agreement, if Consultant willfully breaches or habitually
neglects his consulting duties which he is asked to perform under the terms of
this agreement, or commits such acts of dishonesty, fraud, misrepresentation or
other acts of moral turpitude as would prevent the effective performance of his
consulting. Any outstanding stock options would be considered void as of the
date of termination.
<PAGE>

             B.  TERMINATION BY CONSULTANT:  Consultant may terminate his
obligations under this agreement by giving the Company at least 30 days (30)
notice in advance. If control in the company should in any way change from the
current President & CEO, (Merritt Jesson), consultant may terminate this
agreement immediately at his option.

         7.  CONSULTANT'S OBLIGATION AFTER TERMINATION:

             A.  SOLICITATION OF CUSTOMERS: The Consultant agrees that for a
period of one year (1) immediately following the termination of his consulting
with the Company, Consultant shall not directly or indirectly make known to any
person, firm, or corporation the names or addresses of any of the customers of
the Company or any other information pertaining to them, or call on, solicit,
take away, or attempt to call on, solicit, or take away any of the acquaintances
during his term of consulting with the Company, either for himself or for any
other person, firm, or corporation.

         8.  MEDIATION:

             A.  Any controversy between the parties involving the construction
or application of any terms, provisions, or conditions of this agreement, shall
on the written request of either party served on the other, be submitted to
mediation before a neutral third party. The parties shall share the cost of
mediation jointly.

         9.  ENTIRE AGREEMENT: This agreement supersedes any and all other
agreements, either written or oral, between the parties hereto with respect to
the consulting of the Consultant to the Company and contains all of the
covenants and agreements between the parties with respect to such consulting for
the Company in any manner whatsoever. Both parties must sign any modification to
this agreement.

         10. PARTIAL INVALIDITY: If any part of this agreement shall be
determined by a court or mediator to be invalid, the remainder hereof shall be
construed as if the invalid portion has been omitted.

         11. WAIVER: No waiver of any of the provisions of this agreement shall
be deemed or shall constitute a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.

         12. LAW GOVERNING AGREEMENT: This agreement shall be governed by and
construed in accordance with the laws of the State of Florida.

Dated: June 9, 2000                          SATX, INC.


                                             /s/ MERRITT JESSON
                                             ---------------------------------
                                             Merritt Jesson, President & CEO


Dated: June 9, 2000                          TERRY BYRNE


                                             /s/ TERRY BYRNE
                                             ---------------------------------
                                             Terry Byrne