Exhibit 10(vii)








                     PRIVATE EQUITY LINE OF CREDIT AGREEMENT
                                 BY AND BETWEEN
                            BOAT BASIN INVESTORS LLC
                                       AND
                               STARUNI CORPORATION


                         DATED AS OF SEPTEMBER 28, 2000






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     This PRIVATE EQUITY LINE OF CREDIT AGREEMENT is entered into as of the 28th
day of September,  2000 (this "Agreement"),  by and between Boat Basin Investors
LLC,  a  limited  liability  company  fon-ned  under  the  laws  of  Nevis  (the
"Investor"), and Staruni Corporation, a corporation organized and existing under
the laws of the State of California (the "Company").

     WHEREAS,  the  parties  desire  that,  upon the  terms and  subject  to the
conditions  contained  herein,  the Company shall issue and sell to the Investor
and the Investor  shall  purchase  from time to time as provided  herein,  up to
$2,000,000 of the Common Stock (as defined below), and

     WHEREAS,  such  investments will be made in reliance upon the provisions of
Section 4(2) ("Section  4(2)") and  Regulation D ("Regulation  D") of the United
States  Securities  Act of 1933,  as  amended  and the  regulations  promulgated
thereunder  (the  "Securities  Act"),  and/or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect
to any or all of the investments in Common Stock to be made hereunder.

     NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                               CERTAIN DEFINITIONS

Section  1. 1  "Affiliates"  shall  have the  meaning  assigned  to such term in
Section 3.4 hereof.

Section  1.2 "Sale  Price"  shall mean the  closing  sale price (as  reported by
Bloomberg L.P.) of the Common Stock on the Principal Market.

Section 1.3 "Capital  Shares"  shall mean the Common Stock and any shares of any
other class of common  stock  whether now or  hereafter  authorized,  having the
right to participate in the distribution of earnings and assets of the Company.

Section  1.4  "Commitment  Amount"  shall  mean the  $2,000,000  up to which the
Investor  has agreed to provide to the Company in order to  purchase  Put Shares
pursuant to the terms and conditions of this Agreement.

Section  1.5  "Commitment  Period"  shall  mean  the  period  commencing  on the
Effective  Date and  expiring on the  earliest to occur of (x) the date on which
the Investors  shall have purchased Put Shares pursuant to this Agreement for an
aggregate  Purchase Price of $2,000,000,  or (y) the date occurring forty- eight
(48) months from the date of commencement of the Commitment Period.

Section 1.6 "Common Stock" shall mean the Company's  common stock,  no par value
per share.

Section  1.7  "Common  Stock  Equivalents"  shall mean any  securities  that are
convertible  into or exchangeable  for Common Stock or any warrants,  options or
other rights to subscribe for or purchase  Common Stock or any such  convertible
or exchangeable securities.

Section 1.8  "Condition  Satisfaction  Date" shall have the meaning  assigned to
such term in Section 7.2 hereof.

Section 1.9 "Control  Persons"  shall have the meaning  assigned to such term in
Section 12.2 hereof.

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Section 1.10 "Damages" shall mean any loss, claim, damage, liability,  costs and
expenses  (including,   without  limitation,   reasonable  attorneys'  fees  and
disbursements and costs and expenses of expert witnesses and investigation).

Section  1. 11  "EDGAR"  shall  mean the SEC's  electronic  data  gathering  and
retrieval system.

Section 1.12 "Effective Date" shall mean the date on which the SEC fast declares
effective  a  Registration  Statement  registering  resale  of  the  Registrable
Securities as set forth in Section 7.2(a).

Section 1.13      "Escrow Agent" shall mean Novack Burnbaum Crystal LLP.

Section 1.14 "Exchange  Act" shall mean the Securities  Exchange Act of 1934, as
amended and the regulations promulgated thereunder.

Section  1.15  "Floor  Price P" shall mean a closing  bid price of twenty  cents
($.20)  per  share or less for any five  consecutive  Trading  Days  during  the
Valuation  Period.  "Floor  Price C" shall mean  fifteen  cents ($.15) per share
determined on any Put Date.

Section 1.16 "Investment  Amount" shall mean the dollar amount (within the range
specified  in Section 2.2) to be invested by the Investor to purchase Put Shares
with respect to any Put Purchase Notice delivered by the Company to the Investor
in accordance with Section 2.2 hereof.

Section 1.17  "Legend"  shall have the meaning  assigned to such term in Section
9.1 hereof.

Section 1.18  "Material  Adverse  Effect" shall mean any effect on the business,
operations,  properties, prospects or financial condition of the Company that is
material  and adverse to the  Company or to the Company and such other  entities
controlling  or  controlled  by  the  Company,  taken  as a  whole,  and/or  any
condition,  circumstance or situation that would prohibit or otherwise interfere
with the ability of the Company to enter into and perform its obligations  under
this  Agreement  and to  carry  on the  business  of the  Company  as  presently
conducted.

Section  1.19  "Market  Price"  shall mean for the  purpose of  calculating  the
Purchase  Price of the Put Shares,  the lowest  lowest  closing bid price of the
Common Stock as reported on the Principal Market over the Valuation Period.

Section 1.20  "Maximum Put Amount"  shall mean a maximum of 15% of the aggregate
trading volume during the Valuation  Period  excluding from such calculation any
Trading Day where the lowest bid price is less than 25% of the Floor Price C.

Section 1.21 "NASD" shall mean the National  Association of Securities  Dealers,
Inc.

Section 1.22  "Outstanding"  when used with reference to Common Stock or Capital
Shares  (collectively  the  "Shares"),  shall mean,  at any date as of which the
number of such Shares is to be determined,  all issued and  outstanding  Shares,
and shall include all such Shares  issuable in respect of  outstanding  scrip or
any certificates  representing  fractional  interests in such Shares;  provided,
however,  that  "Outstanding"  shall not mean any such Shares  then  directly or
indirectly owned or held by or for the account of the Company.

Section 1.23 "Person" shall mean an individual, a corporation, a partnership, an
association,   a  limited  liability   company,  a  trust  or  other  entity  or
organization,  including a government or political  subdivision  or an agency or
instrumentality thereof.


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<PAGE>





Section 1.24  "Principal  Market"  shall mean the Nasdaq  National  Market,  the
NASDAQ  Small-Cap  Market,  the NASD OTC  Bulletin  Board,  the  American  Stock
Exchange or the New York Stock  Exchange,  whichever isat the time the principal
trading exchange or market for the Common Stock.

Section 1.25      Intentionally omitted.

Section 1.26 "Purchase Price" as used in this Agreement shall mean  seventy-five
percent (75%) of the Market Price on the Put Date.  The foregoing  percentage is
the "Purchase Price Percentage."

Section 1.27 "Put" shall mean each  occasion  the Company  elects to draw down a
portion  from the equity line by  exercising  its right to tender a Put Purchase
Notice  requiring  the  Investor  to  purchase  a  discretionary  amount  of the
Company's Common Stock, subject to the terms of this Agreement which tender must
be given to the Investor.

Section 1.28 "Put Closing" shall mean one of the closings of a purchase and sale
of the Put Shares pursuant to Section 2.3.

Section  1.29 "Put Closing  Date" shall mean,  with respect to a Put Closing the
fourth Trading Day following the Put Date related to such Put Closing,  provided
all conditions to such Put Closing have been satisfied on or before such Trading
Day.

Section 1.30 "Put Date" shall mean such date as a Put  Purchase  Notice has been
delivered to the Investor.

Section 1.31 "Put Purchase  Notice" shall mean a written  notice to the Investor
setting  forth the  Investment  Amount that the  Company  intends to sell to the
Investor, as such form is attached hereto as Exhibit A.

Section  1.32 "Put  Shares"  shall  mean all  shares of Common  Stock  issued or
issuable pursuant to a Put that has occurred or may occur in accordance with the
terms and conditions of this Agreement.

Section 1.33 "Registrable  Securities" shall mean the Put Shares and the Warrant
Shares until the Registration  Statement has been declared  effective by the SEC
and all Put Shares and  Warrant  Shares  have been  disposed  of pursuant to the
Registration Statement.

Section 1.34  "Registration  Statement"  shall mean a registration  statement on
Form SB-2 (if use of such form is then available to the Company  pursuant to the
rules of the SEC and,  if not,  on such  other form  promulgated  by the SEC for
which the Company then  qualifies  and which  counsel for the Company shall deem
appropriate  and which form shall be available for the resale of the Registrable
Securities to be registered thereunder in accordance with the provisions of this
Agreement,  and in accordance  with the intended  method of distribution of such
securities),  for the  registration  of the resale by the Investor and Placement
Agent of the Registrable Securities under the Securities Act.

Section 1.35  "Regulation D" shall have the meaning set forth in the recitals of
this Agreement.

Section 1.36 "SEC" shall mean the Securities and Exchange Commission.

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<PAGE>



Section 1.37 "Section  4(2)" shall have the meaning set forth in the recitals of
this Agreement.

Section 1.38  "Securities  Act" shall have the definition  ascribed to it in the
recitals of this Agreement.

Section 1.39 "SEC Documents" shall mean, to the extent applicable, the Company's
latest Form 10- KSB as of the time in  question,  all Forms 10-QSB and 8-K filed
thereafter, and the Proxy Statement for its latest fiscal year as of the time in
question until such time the Company no longer has an obligation to maintain the
effectiveness of a Registration Statement.

Section 1.40 "Subscription  Date" shall mean the date on which this Agreement is
executed and delivered by the parties hereto.

Section 1.41 "Put Cushion"  shall mean the mandatory  minimum  twenty-five  (25)
Trading Days between Put Dates.

Section 1.42 "Trading Day" shall mean any day during which the Principal  Market
shall be open for business.

Section 1.43      Intentionally Omitted.

Section 1.44 "Valuation Period" shall mean the period of thirty (30) days during
which the Purchase  Price of the Common Stock is determined  with respect to any
Put Date,  which shall occur during the immediate  thirty (30) days prior to the
Put Date.

Section 1.45  "Warrants"  shall mean the common stock  purchase  warrants of the
Company collectively described in Section 2.4, forms of which are annexed hereto
as Exhibits E and F. "Put Warrants"shall mean the common stock purchase warrants
of the Company  described in Section  2.4, a form of which is annexed  hereto as
Exhibit E.

Section 1.46 "Warrant Shares" shall mean the Common Stock issuable upon exercise
of the Warrants.

                                   ARTICLE II
                        PURCHASE AND SALE OF COMMON STOCK

Section 2.1  Investments/Puts.  Upon the terms and  conditions  set forth herein
(including,  without  limitation,  the provisions of Article VII hereof), on any
Put Date the  Company  may  exercise  a Put by the  delivery  of a Put  Purchase
Notice.  The number of Put Shares that the Investor  shall  receive  pursuant to
such Put shall be determined by dividing the Investment  Amount specified in the
Put  Purchase  Notice by the  Purchase  Price  determined  during the  Valuation
Period.

Section 2.2       Mechanics.

     (a) Put Purchase  Notice.  At any time during the Comniitment  Period,  the
Company  may  deliver  a Put  Purchase  Notice,  in  substantially  the form and
substance of Exhibit A, to the Investor,  subject to the conditions set forth in
Section 7.2; provided, however, the Investment Amount for each Put as designated
by the Company in the applicable Put Purchase Notices shall be neither less than
$50,000 nor more than $1 00,000,  subject further to the Maximum Put Amount and,
provided  further,  that any  amount in excess of  $50,000  be  consented  to in
writing by the Investor.

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<PAGE>



     (b) Date of Delivgg of Put Purchase  Notice. A Put Purchase Notice shall be
deemed delivered on (i) the Trading Day it is received by facsimile or otherwise
by the Investor if such notice is received prior to 12:00 noon New York time, or
(ii) the  immediately  succeeding  Trading Day if it is received by facsimile or
otherwise  after  12:00 noon New York time on a Trading  Day or at any time on a
day which is not a Trading Day. No Put Purchase Notice may be deemed  delivered,
on a day that is not a Trading Day.

     (c)  Determination of Purchase Price and Put Shares Issuable.  The Purchase
Price for any Put shall be the  product of the Market  Price  multiplied  by the
Purchase  Price   Percentage  less   10%oftheamountstatedinanyPutPurchaseNotice.
ThenumberofPutSharestobepurchasedbythe  Investor  shall  be  settled  on the Put
Closing Date

     (d) Floor Price  Limitation.  If the Market Price is less than either Floor
Price P or Floor Price C the Company  shall not sell and the Investor  shall not
purchase the Put Shares otherwise to be purchased for such Put Date,  unless the
Company and the Investor each consent to such sale in writing.

Section 2.3 Put  Closings.  On each Put  Closing  Date for a Put (i) the Company
shall deliver in the form  required  pursuant to Article IX hereof to the Escrow
Agent to be held in  escrow,  certificates  representing  the Put  Shares  to be
purchased  by the  Investor  pursuant to Section 2.1 herein,  or if  deliverable
without  legend  pursuant  to Article IX and if DTC  eligible,  deliver  the Put
Shares  electronically  by DTC or DWAC after the Put Date and on or prior to the
Put Closing Date,  registered in the name of the Investor or, at the  Investor's
option,  deposit such  certificate(s)  into such account or accounts  previously
designated  by the Investor (ii) the CQMPM shall deliver to the Escrow Agent Put
Warrants in accordance  with Section 2.4, in the form annexed  hereto as Exhibit
"E"and (iii) the Investor shall deliver to the Escrow Agent to be held in escrow
the Investment  Amount  specified in the Put Purchase Notice by wire transfer of
immediately  available funds on or before the Put Closing Date. In addition,  on
or prior to the Put Closing  Date,  each of the Company and the  Investor  shall
deliver all  documents,  instruments  and  writings  required to be delivered or
reasonably  requested by either  ofthem  pursuant to this  Agreement in order to
implement and effect the transactions  contemplated herein.  Payment of funds to
the  Company  and  delivery  of the  certificates  And the Put  Warrants  to the
Investor  shall  occur out of escrow in  accordance  with the  escrow  agreement
referred to in Section 7.2(o) following (x) the Company's deposit into escrow of
the  certificates  representing  the Put Shares and the Put Warrants and (y) the
Investor's deposit into escrow of the Investment Amount.

Section 2.4 Issuance of Warrants. Under the terms of this Agreement, the Company
shall issue to the Investor Warrants to purchase up to I 0% of the number of Put
Shares  purchased on each Put Closing Date in the form annexed hereto as Exhibit
E and the Company  shall issue to the  Investor  Warrants to purchase  1,000,000
Warrant Shares in the form of Warrant annexed hereto as Exhibit F.

Section 2.5 Termination of Investment Obligation. The obligation of the Investor
to purchase shares of Common Stock shall terminate  permanently  (including with
respect to a Put Closing  Date that has not yet  occurred) in the event that (i)
there  shall  occur any stop order or  suspension  of the  effectiveness  of the
Registration  Statement  for a  consecutive  ten day  calendar  period or for an
aggregate  of thirty (30)  Trading Days during the  Commitment  Period,  for any
reason,  (ii) the  Company  files a petition  in  bankruptcy  or a  petition  in
bankruptcy is filed against the Company or the Company is adjudicated  bankrupt,
(iii) the  Company  consolidates  with or merges  into any other  Person and the
Company shall not be the continuing or surviving  corporation,  (iv) the Company
fails to deliver  the  Warrants as  described  in Section  2.4,  (v) the Company
effects a reclassification or recapitalization without the Investor's consent as
described in Section  6.11, or (vi) the Company shall at any time fail to comply
with the requirements of Section 6.2, 6.3, 6.4, 6.5 or 6.6.

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Section 2.6 Non-Usage  Fee. The Company shall have the obligation to deliver Put
Purchase  Notices  to the  Investor  during  each six (6)  month  period  of the
Commitment  Period having an aggregate  dollar amount of $200,000  ("Minimum Put
Commitment").  In the event the Company  does not deliver Put  Purchase  Notices
during any six (6) month  period of the  Commitment  Period for the  Minimum Put
Commitment,  then the Company  shall pay the Investor a non-usage fee of $25,000
less IO% of the actual  aggregate  dollar amount of Put Purchase  Notices during
the subject six (6) month period  ("NonUsage  Fee"). The Investor shall give the
Company  written  notice to pay the  Non-Usage Fee I 0 days after the end of any
six (6) month period during which the Minimum Put  Commitment has not been made.
The Company  shall be required to pay the Non-Usage Fee 5 days after the receipt
of such notice.  If the Company fails to pay the Non-Usage Fee upon notice,  the
Non-Usage  Fee may be deducted by the Investor  from the  Purchase  Price of any
subsequent Put Purchase Notice delivered by the Company. Failure of the Investor
to give written  notice of a Non-Usage  Fee to the Company,  shall not waive the
Investor's  rights  to  collect  any such fee nor  relieve  the  Company  of its
obligation to pay such fee.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

The Investor represents and warrants to the Company that:

Section 3.1 Intent.  The Investor is entering  into this  Agreement  for its own
account and not with a view to the  distribution  of the Common  Stock,  and the
Investor has no present arrangement (whether or not legally binding) at any time
to sell the Common Stock to or through any person or entity; provided,  however,
that by making the  representations  herein, the Investor does not agree to hold
the Common Stock for any minimum or other  specific  term and reserves the right
to dispose of the Common Stock at any time in accordance  with federal and state
securities laws applicable to such disposition.

Section 3.2 Sophisticated Investor. The Investor is a sophisticated investor (as
described in Rule 506(b)(2)(ii) of Regulation D) and an accredited  investor (as
defined  in Rule 501 of  Regulation  D), and  Investor  has such  experience  in
business and financial  matters that it is capable of evaluating  the merits and
risks of an  investment  in Common  Stock.  The  Investor  acknowledges  that an
investment  in the Common  Stock is  speculative  and  involves a high degree of
risk.

Section 3.3  Authority.  This  Agreement  has been duly  authorized  and validly
executed and  delivered by the Investor and is a valid and binding  agreement of
the Investor  enforceable  against it in accordance with its ten-ns,  subject to
applicable  bankruptcy,  insolvency,  or similar laws  relating to, or affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable principles of general application.

Section 3.4 Not an  Affiliate.  The  Investor is not an officer,  director or to
Investor's  good faith belief,  an "affiliate"  (as that term is defined in Rule
405 of the Securities Act) of the Company.

Section 3.5 Absence of Conflicts.  The execution and delivery of this  Agreement
and any other document or instrument  executed in connection  herewith,  and the
consummation of the transactions  contemplated  hereby,  and compliance with the
requirements  hereof, will not violate any law, rule,  regulation,  order, writ,
judgment, injunction, decree or award binding on Investor, or, to the Investor's
knowledge,  (a) violate any provision of any indenture,  instrument or agreement
to which  Investor is a party or is subject,  or by which Investor or any of its
assets is bound, (b) conflict with or constitute a material default  thereunder,
(c) result in the creation or  imposition  of any lien  pursuant to the terms of
any such  indenture,  instrument  or  agreement,  or  constitute a breach of any
fiduciary duty owed by Investor to any third party,  or (d) require the approval
of any  third-party  (which  has not been  obtained)  pursuant  to any  material
contract,  agreement,  instrument,  relationship  or legal  obligation  to which
Investor is subject or to which any of its assets,  operations or management may
be subject.

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Section 3.6  Disclosure;  Access to  Information.  The Investor has received all
documents,  records,  books  and  other  information  pertaining  to  Investor's
investment in the Company that have been requested by the Investor.  The Company
is subject to the periodic  reporting  requirements of the Exchange Act, and the
Investor has had access to copies of any such  reports that have been  requested
by it.

Section 3.7 Manner of Sale. At no time was Investor  presented with or solicited
by or through any leaflet, public promotional meeting,  television advertisement
or any other form of general solicitation or advertising.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor,  except as may be set forth
in the disclosure schedule delivered in connection herewith, that:

Section 4.1  Organization  of the  Company.  The Company is a  corporation  duly
organized  and  existing  in  good  standing  under  the  laws of the  State  of
California and has all requisite  corporate  authority to own its properties and
to carry on its business as now being  conducted.  The Company is duly qualified
as a  foreign  corporation  to do  business  and is in good  standing  in  every
jurisdiction in which the nature of the business  conducted or property owned by
it makes such qualification necessary,  other than those in which the failure so
to qualify would not have a Material Adverse Effect.

Section 4.2  Authority.  (i) The Company has the requisite  corporate  power and
authority  to enter into and perform its  obligations  under this  Agreement  to
issue  the Put  Shares;  (ii)  the  execution,  issuance  and  delivery  of this
Agreement and the  consummation by it of the  transactions  contemplated  hereby
have been duly  authorized  by all  necessary  corporate  action  and no further
consent  or   authorization  of  the  Company  or  its  Board  of  Directors  or
stockholders  is required;  and (iii) this  Agreement has been duly executed and
delivered by the Company and  constitutes a valid and binding  obligation of the
Company  enforceable against the Company in accordance with its terms, except as
such  enforceability  may be limited by applicable  bankruptcy,  insolvency,  or
similar laws relating to, or affecting  generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.

Section 4.3 Capitalization.  As of the date hereof, the authorized capital stock
of the  Company  consists  of  250,000,000  shares  of  Common  Stock,  of which
15,526,839  shares are issued and outstanding and 50,000,000 shares of preferred
stock,  of which no shares are issued  and  outstanding.  Except as set forth in
Schedule  4.3,  there are no  options,  warrants,  or rights  to  subscribe  to,
securities, rights or obligations convertible into or exchangeable for or giving
any right to subscribe  for any shares of capital  stock of the Company.  All of
the outstanding shares of Common Stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable.

Section 4.4 Common Stock. As of the commencement of the Commitment  Period,  the
Company will have registered its Common Stock pursuant to Section 12(b) or 12(g)
of the Exchange Act and be in full compliance with all reporting requirements of
the Exchange Act, if any, and the Company will have maintained all  requirements
for the  continued  listing or  quotation of its Common  Stock,  and such Common
Stock is then listed or quoted on the Principal  Market.  As of the date hereof,
the Common Stock is quoted on the OTC Bulletin Board.


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Section 4.5 Financial Statements. The Company has delivered or made available to
the Investor true and complete copies of unaudited financial statements (without
footnotes)  as  of  and  for  the  period  ending  June  30,  2000   ("Financial
Statements"). The Company has not provided to the Investor any information that,
according to applicable  law,  rule or  regulation,  should have been  disclosed
publicly  prior to the date  hereof  by the  Company,  but which has not been so
disclosed.  The Financial Statements fairly present in all material respects the
financial  position  of the  Company as of the dates  thereof and the results of
operations  for the  periods  then  ended,  subject  to  normal  year-end  audit
adjustments.

Section 4.6 Valid Issuances.  Assuming the accuracy of the  representations  and
warranties contained in Sections 3.1, 3.2 and 3.7 hereof both at the date hereof
and at the time of sale and  issuance,  the sale and  issuance of the Put Shares
will be exempt from  registration  under the  Securities  Act in  reliance  upon
Section 4(2) thereof and/or Regulation D thereto and when issued, the Put Shares
shall be duly and validly  issued,  fully paid, and  nonassessable.  Neither the
sales of the Put  Shares  pursuant  to,  nor the  Company's  performance  of its
obligations  under this  Agreement will (i) result in the creation or imposition
of any liens,  charges,  claims or other encumbrances upon the Put Shares or any
ofthe assets of the Company,  or (ii) entitle the holders of Outstanding Capital
Shares to  preemptive  or other  rights to  subscribe  to or acquire the Capital
Shares or other securities of the Company.  The Put Shares shall not subject the
Investor to personal liability by reason of the possession thereof.

Section  4.7  No  General   Solicitation   or  Advertising  in  Regard  to  this
Transaction.  Neither the Company nor any of its affiliates nor any  distributor
or any person  acting on its or their  behalf (i) has  conducted or will conduct
any general solicitation (as that term is used in Rule 502(c) ofregulation D) or
general  advertising  with  respect to any of the Put  Shares,  or (ii) made any
offers or sales of any  security  or  solicited  any offers to buy any  security
under any  circumstances  that would  require  registration  of the Common Stock
under the Securities Act.

Section 4.8 Corporate Documents.  The Company has furnished or made available to
the  Investor  true  and  correct   copies  of  the  Company's   Certificate  of
Incorporation,  as amended and in effect on the date hereof (the "Certificate"),
and the  Company's  By-Laws,  as amended  and in effect on the date  hereof (the
"By-Laws").

Section 4.9 No  Conflicts.  The  execution,  delivery  and  performance  of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby, including, without limitation, the issuance of Common Stock
do not and will not (i) result in a violation of the  Company's  Certificate  or
By-Laws or (ii)  conflict  with,  or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to others
any rights of  ten-nination,  amendment,  acceleration or  cancellation  of, any
material agreement,  indenture, instrument or any "lock-up" or similar provision
of any  underwriting  or similar  agreement to which the Company is a party,  or
(iii) result in a violation of any federal,  state,  local or foreign law, rule,
regulation,  order,  judgment or decree (including  federal and state securities
laws and  regulations)  applicable  to the  Company or by which any  property or
asset of the Company is bound or affected (except for such conflicts,  defaults,
terminations,  amendments, accelerations,  cancellations and violations as would
not,  individually or in the aggregate,  have a Material  Adverse Effect) nor is
the Company  otherwise in violation of, conflict with or in default under any of
the foregoing;  provided that, for purposes of the Company's representations and
warranties as to  violations  of foreign law,  rule or regulation  referenced in
clause (iii), no such  representations  and warranties are being made insofar as
the execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions  contemplated  hereby are or may
be affected by the status of the Investor  under or pursuant to any such foreign
law, rule or regulation.  The business of the Company is not being  conducted in
violation of any law, ordinance or regulation of any governmental entity, except


                                       41

<PAGE>



for possible  violations that either individually or in the aggregate do not and
will not have a Material  Adverse  Effect.  The  Company is not  required  under
federal,  state  or  local  law,  rule or  regulation  to  obtain  any  consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under  this  Agreement  or  issue  and  sell  the  Common  Stock in
accordance  with the terms hereof (other than any SEC, NASD or state  securities
filings  that may be required to be made by the  Company  subsequent  to any Put
Closing,  any registration  statement that may be filed pursuant hereto, and any
shareholder  approval required by the rules applicable to companies whose common
stock  trades on any  Principal  Market);  provided  that,  for  purposes of the
representation  made in this sentence,  the Company is assuming and relying upon
the  accuracy of the relevant  representations  and  agreements  of the Investor
herein.

Section  4.10 No  Material  Adverse  Change.  Since  the  date of the  Financial
Statements  described in Section 4.5, no Material Adverse Effect has occurred or
exists with respect to the Company.

Section 4. 1 1 No  Undisclosed  Liabilities.  The Company has no  liabilities or
obligations  which are material,  individually or in the aggregate,  and are not
disclosed to the Investor in the  Financial  Statements or otherwise in writing,
other than those  incurred in the ordinary  course of the  Company's  businesses
since the date of the Financial  Statements  and which,  individually  or in the
aggregate, do not or would not have a Material Adverse Effect on the Company.

Section 4.12 No Undisclosed  Events or  Circumstances.  No event or circumstance
has  occurred  or  exists  with  respect  to  the  Company  or  its  businesses,
properties, prospects, operations or financial condition, that, under applicable
law, rule or regulation,  requires as of the date hereof,  public  disclosure or
announcement prior to the date hereof by the Company.

Section  4.13  No  Integrated  Offering.  Neither  the  Company,  nor any of its
affiliates,  nor any  person  acting on its or their  behalf  has,  directly  or
indirectly,  made any offers or sales of any security or solicited any offers to
buy any security, other than pursuant to this Agreement under circumstances that
would require registration of the Common Stock under the Securities Act. 10

Section  4.14  Litigation  and  Other  Proceedings.  Except  as set forth in the
Financial  Statements  described  in  Section  4.5,  there  are no  lawsuits  or
proceedings pending or to the best knowledge of the Company threatened,  against
the Company, nor has the Company received any written or oral notice of any such
action, suit,  proceeding or investigation,  which might have a Material Adverse
Effect.  Except  as set  forth on  Schedule  4.14,  no  judgment,  order,  writ,
injunction,  decree  or award  has been  issued by or, so far as is known by the
Company,  requested by any court,  arbitrator or governmental agency which might
result in a Material Adverse Effect.

Section 4.15 No Misleading or Untrue  Communication.  The Company and any Person
representing the Company,  in connection with the  transactions  contemplated by
this Agreement, have not made, at any time, any oral communication in connection
with same, which contained any untrue statement of a material fact or omitted to
state any material fact necessary in order to make the statements,  in the light
of the circumstances under which they were made, not misleading.

Section  4.16.  Non-Public  Information.  Neither  the  Company  nor  any of its
officers or agents has disclosed any material  non-public  information about the
Company to the Investor or the Placement Agent.

Section 4.17 No Default or Violation. The Company is not (i) in default under or
in violation of and no event has occurred which has not been waived which,  with
notice or lapse of time or both, would result in a default by the Company,


                                       42

<PAGE>



nor has the Company  received  notice of a claim that it is in default  under or
that it is in violation of, any indenture, loan or credit agreement or any other
agreement  or  instrument  to  which  it is a party or by which it or any of its
properties is bound, (ii) in violation of any order of any court, arbitration or
governmental  body, or (iii) in violation of any statute,  rule or regulation of
any  governmental  authority,  except as could not have or result in a  Material
Adverse Effect.

Section 4.18  Financial  Statements.  The  financial  statements  ofthe  Company
included in the reports  filed by the Company  under the  Exchange Act comply in
all material respects with applicable accounting  requirements and the rules and
regulations of the SEC with respect  thereto as in effect at the time of filing.
Such  financial  statements  have been  prepared in  accordance  with  generally
accepted accounting principles ("GAAP") applied on a consistent basis during the
periods  involved,  except  as may be  otherwise  specified  in  such  financial
statements or the notes thereto, and fairly present in all material respects the
financial  position of the Company and its  consolidated  subsidiaries as of and
for the dates  thereof  and the  results  of  operations  and cash flows for the
periods then ended,  subject, in the case of unaudited  statements,  to non-nal,
immaterial, year-end audit adjustments.

                                    ARTICLE V
                            COVENANTS OF THE INVESTOR

Section 5.1 Compliance with Law. The investor's  trading activities with respect
to  shares  of the  Company's  Common  Stock  will  be in  compliance  with  all
applicable  state and federal  securities  laws,  rules and  regulations and the
rules and  regulations  of the Principal  Market on which the  Company's  Common
Stock listed.

Section 5.2 Selling  Restrictions.  The Investor has the right to sell shares of
the  Company's  Common  Stock  equal in number to the number of the Shares to be
purchased pursuant to this Agreement during the Commitment Period.

                                   ARTICLE VI
                            COVENANTS OF THE COMPANY

Section  6.1  Registration  Riphts.  The  Company  shall  cause  a  Registration
Statement to be filed with respect to all Put Shares and Warrant  Shares  within
sixty (60) days of the Subscription Date and shall use its best efforts to cause
such Registration  Statement to be declared  effective within one hundred twenty
(120) days of the Subscription Date and remain effective for a period of two (2)
years.  The Company shall provide the  Investor,  or its counsel,  a copy of the
Registration Statement at least two (2) days prior to filing with the SEC.

Section 6.2 Reservation of Common Stock. As of the date hereof,  the Company has
reserved  and the Company  shall  continue to reserve and keep  available at all
times  shares of Common Stock for the purpose of enabling the Company to satisfy
any obligation to issue the Put Shares.

Section 6.3 Quoting or Listing of Common Stock.  The Company shall  maintain the
quoting or listing of the Common  Stock on a  Principal  Market,  and as soon as
practicable  (but in any  event  prior  to the  commencement  of the  Commitment
Period) to list the Put Shares on the Principal  Market, if the Principal Market
is the Nasdaq,  AMEX or NYSE. The Company  further shall, if the Company applies
to have the Common Stock traded on any other Principal  Market,  include in such
application the Put Shares,  and shall take such other action as is necessary or
desirable  in the opinion of the Investor to cause the Common Stock to be listed
on such other Principal  Market as promptly as possible.


                                       43

<PAGE>



The Company shall take all action necessary to continue the quoting, listing and
trading  of its Common  Stock on the  Principal  Market  and will  comply in all
respects with the Company's  reporting,  filing and other  obligations under the
bylaws or rules of the Principal Market.

Section 6.4 Exchange Act Registration.  The Company shall cause its Common Stock
to become and  continue to be  registered  under  Section  12(g) or 12(b) of the
Exchange  Act,  will  comply  in all  respects  with its  reporting  and  filing
obligations  under the  Exchange  Act,  and will not take any action or file any
document  (whether or not permitted by the Exchange Act or the rules thereunder)
to  terminate  or suspend  such  registration  or to  terminate  or suspend  its
reporting and filing  obligations  under the Exchange Act. The Company will take
all action to obtain a listing  and  continue  the  listing  and  trading of its
Conunon Stock on the  Principal  Market and will comply in all respects with the
Company's  reporting,  filing and other obligations under the bylaws or rules of
the Principal Market.

Section 6.5 Legends. The certificates  evidencing the Common Stock to be sold by
the  Investor  pursuant  to Section  9.1 shall be free of  restrictive  legends,
except as set forth in Article IX.

Section 6.6. Corporate  Existence.  The Company will take all steps necessary to
preserve and continue the corporate existence of the Company.

Section  6.7.  Additional  SEC  Documents.  In the event that the SEC  Documents
fumished or submitted to the SEC by the Company are not  available or accessible
by the  Investor(s) on EDGAR,  the Company will deliver to the Investor,  as and
when the originals  thereof are  submitted to the SEC for filing,  copies of all
such SEC Documents.

Section 6.8. Blackout Period.  The Company will immediately  notify the Investor
upon the occurrence of any of the following  events in respect of a registration
statement  or  related  prospectus  in  respect of an  offering  of  Registrable
Securities:  (i) receipt of any request for additional information by the SEC or
any  other  federal  or  state  governmental  authority  during  the  period  of
effectiveness of the registration statement for amendments or supplements to the
registration  statement or related  prospectus;  (ii) the issuance by the SEC or
any other federal or state  governmental  authority of any stop order suspending
the  effectiveness  of  the  Registration  Statement  or the  initiation  of any
proceedings for that purpose;  (iii) receipt of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the  Registrable  Securities for sale in any  jurisdiction  or the initiation or
threatening of any proceeding for such purpose;  (iv) the happening of any event
that  makes  any  statement  made  in such  registration  statement  or  related
prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any  material  respect or that  requires  the making of any
changes in the registration statement,  related prospectus or documents so that,
in the case of the  registration  statement,  it will  not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
that in the case of the  related  prospectus,  it will not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances under which they were made, not misleading;  and (v) the Company's
reasonable  determination  that a  post-effective  amendment to the registration
statement would be appropriate;  and the Company will promptly make available to
the Investor any such  supplement  or amendment to the related  prospectus.  The
Company  shall not deliver to the Investor any Put  Purchase  Notice  during the
continuation of any of the foregoing events or if the Company has knowledge that
any of the  foregoing  events  will  occur  within  twenty  (20)  days  of  such
knowledge.

Section 6.9. Expectations  Regardiniz Put Purchase Notices. Within ten (10) days
after the  commencement  of each calendar  quarter  occurring  subsequent to the
commencement of the Commitment Period,  the Company  undertakes  to notify the


                                       44

<PAGE>



Investor as to its reasonable expectations as to the dollar amount it intends to
raise during such calendar quarter, if any, through the issuance of Put Purchase
Notices.  Such  notification  shall  constitute  only the  Company's  good faith
estimate and shall in no way  obligate the Company to raise such amount,  or any
amount,  or  otherwise  limit its ability to deliver Put Purchase  Notices.  The
failure  by the  Company  to  comply  with  this  provision  can be cured by the
Company's  notifying the Investor at any time as to its reasonable  expectations
with respect to the current calendar quarter.

Section 6.10.     Capital Raising Limitations.

     (i) Capital Raising Limitations.  For so long as a Put Closing has occurred
in the  Investment  Agreements as the Company has designated in its Put Purchase
Notice  (Investor  consented to each Investment  Amount in excess of $50,000 and
less than $100,000 and a Put Closing has occurred at each time designated in the
Put Purchase  Notice) during the period from the date ofthis Agreement until its
expiration,  the  Company  shall  not  issue or sell,  or agree to issue or sell
Equity  Securities  (as  defined  below),  for cash in private  capital  raising
transactions  without  obtaining the prior written approval of the Investor (the
limitations  referred to in this subsection 6. 1 0(i) are collectively  referred
to as the "Capital Raising  Limitations").  For purposes  hereof,  the following
shall be collectively referred to herein as, the "Equity Securities": (i) Common
Stock or any other equity  securities,  (ii) any debt or equity securities which
are convertible  into,  exercisable or  exchangeable  for, or carry the right to
receive additional shares of Common Stock or other equity  securities,  or (iii)
any  securities of the Company  pursuant to an equity line  structure or forrnat
similar in nature to this transaction.

     (ii) Excgtions to Capital Raising  Limitations.  Notwithstanding the above,
the Capital Raising  Limitations  shall not apply to any  transaction  involving
issuances of securities in connection with a merger, consolidation,  acquisition
or sale of assets,  or in  connection  with any strategic  partnership  or joint
venture (the primary  purpose of which is not to raise  equity  capital),  or in
connection with the disposition or acquisition of a business, product or license
by the Company or exercise of options by employees, consultants or directors, or
a primary underwritten offering of the Company's Common Stock.

Section 6.11. No  Reclassification or  Recapitalization.  The Company shall not,
without the consent of the Investor, during the term of this Agreement, effect a
recapitalization,   reclassification   or  other  similar  transaction  of  such
character  that the  shares  of Common  Stock  shall be  changed  into or become
exchangeable for a smaller number of shares (a "Reverse Stock Split"),  provided
that the  Company  may effect such  Reverse  Stock Split  without the consent of
Investor in connection  with achieving  listing  requirements  for any Principal
Market.

Section 6.12. Disclosure of Material  Information.  In the event that any or all
of the  information set forth on Schedule  8.2(a) hereto becomes  material,  the
Company shall make full and complete  public  disclosure in accordance  with all
applicable law.

Section  6.13.  Issuance of Put Shares.  The sale and issuance of the Put Shares
shall be made in accordance  with the provisions and  requirements of applicable
federal and state law.


                                       45



<PAGE>

                                   ARTICLE VII
               CONDITIONS TO DELIVERY OF PUT PURCHASE NOTICES AND
                            CONDITIONS TO PUT CLOSING

Section 7.1 Conditions Precedent to the Oblijzation of the Co!ppany to Issue and
Sell Common Stock. The obligation hereunder of the Company to issue and sell the
Put  Shares to the  Investor  incident  to each Put  Closing  is  subject to the
satisfaction,  at or before each such Put Closing, of each of the conditions set
forth below.

     (a)  Accuracy  of  the  Investor's   Representation  and  Warranties.   The
representations  and warranties of the Investor shall be true and correct in all
material  respects as of the date of this  Agreement  and as of the date of each
such Put Closing as though made at each such time.

     (b)  Performance  by the  Investor.  The  Investor  shall  have  performed,
satisfied  and  complied in all  respects  with all  covenants,  agreements  and
conditions  required by this  Agreement to be  performed,  satisfied or complied
with by the Investor at or prior to such Put Closing.

Section 7.2  Conditions  Precedent to the Riaht of the CompgLny to Deliver a Put
Purchase  Notice and the Obligation of the Investor to purchase Put Shares.  The
right of the Company to deliver a Put Purchase  Notice and the obligation of the
Investor  hereunder  to  acquire  and pay for the Put Shares  incident  to a Put
Closing is subject to the  satisfaction,  (i) on the Put Date, (ii) for each day
during the Valuation Period,  and (iii) on the applicable Put Closing Date (each
a "Condition Satisfaction Date"), of each of the following conditions:

     (a)  Registration of the Conunon Stock with the SEC. The Company shall have
filed with the SEC a  Registration  Statement  with respect to the resale of the
Registrable  Securities that shall have been declared effective by the SEC prior
to the first Put Date,  but in no event later than one hundred twenty (120) days
after the Subscription Date.

     (b) Effective Registration Statement. The Registration Statement shall have
become  effective on or prior to the Put Date and shall remain effective on each
Condition  Satisfaction  Date and (i) neither the Company nor the Investor shall
have  received  notice  that the SEC has issued or intends to issue a stop order
with  respect  to the  Registration  Statement  or that  the SEC  otherwise  has
suspended or withdrawn the effectiveness of the Registration  Statement,  either
temporarily or  permanently,  or intends or has threatened to do so, and (ii) no
other  suspension  of  the  use  or  withdrawal  of  the  effectiveness  of  the
Registration Statement or related prospectus shall exist.

     (c)  Accurge  of  the  Company's   Representations   and  Warranties.   The
representations  and  warranties of the Company shall be true and correct in all
material respects as of each Condition  Satisfaction Date as though made at each
such time (except for representations  and warranties  specifically made as of a
particular  date)  with  respect  to  all  periods,  and as to  all  events  and
circumstances occurring or existing to and including each Condition Satisfaction
Date,   except   for  any   conditions   which  have   temporarily   caused  any
representations  or  warranties  herein  to be  incorrect  and  which  have been
corrected with no continuing impairment to the Company or the Investor.

     (d) Performance by the Company. The Company shall have performed, satisfied
and  complied  in all  material  respects  with all  covenants,  agreements  and
conditions  required by this  Agreement to be  performed,  satisfied or complied
with by the Company at or prior to each Condition  Satisfaction Date,  including
but not limited to the  requirements  for the Company and its transfer agent set
forth in Sections 9.1 and 9.2 to deliver Common Stock without  legends  pursuant
to the terms set forth in Sections 9.1 and 9.2, and Exhibit B hereto and each of
the  representations  and warranties of the Company, as set forth in Article IV,
shall be true and correct and there shall be no omissions  of any material  fact
which, if disclosed, would render any such representation or warranty untrue.

                                       46


<PAGE>



     (e) No Injunction.  No statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed
by any court or governmental  authority of competent jurisdiction that prohibits
or directly or materially adversely affects any of the transactions contemplated
by this Agreement, and no proceeding shall have been commenced that may have the
effect of prohibiting or materially  adversely affecting any of the transactions
contemplated by this Agreement.

     (f) Adverse Changes.  Since the date of filing of the Company's most recent
SEC  Document,  no event  that had or is  reasonably  likely to have a  Material
Adverse Effect has occurred.

     (g) No Suspension of Trading In or De-listing of Common Stock.  The trading
of the Common Stock (including without limitation the Put Shares) shall not have
been suspended by the SEC, the Principal Market or the NASD and the Common Stock
(including  without  limitation  the Put Shares)  shall have been  approved  for
listing or quotation and shall have actually been listed or quoted on, and shall
not have been  de-listed from the Principal  Market,  nor shall the Company have
received any letter or notice of any suspension or de-listing or warning of such
suspension or de-listing. The issuance of shares of Common Stock with respect to
the applicable Put Closing,  if any, shall not violate the shareholder  approval
requirements of the Principal Market.

     (h) Legal  Opinions.  The  Company's  counsel shall deliver to the Investor
prior to the first Put Date an opinion in the form of Exhibit C hereto.

     (i) Due  Diligence.  No dispute  between the Company and the Investor shall
exist pursuant to Section 8.2(c) as to the adequacy of the disclosure  contained
in the Registration Statement.

     (j) Ten Percent  Limitation.  The number of Put Shares to be  purchased  on
each Put  Closing  Date and the  number  of  Warrant  Shares  issuable  upon any
exercise  of such  Warrant by the  Investor  shall not exceed the number of such
shares that, when aggregated with all other shares of Common Stock then owned by
the Investor  beneficially or deemed  beneficially owned by the Investor,  would
result in the  Investor  owning more than 9.99% of all of such  Common  Stock as
would be  outstanding  on such Put Closing  Date or such date of exercise of the
Warrant, as determined in accordance with Section 16 of the Exchange Act and the
regulations  promulgated  thereunder.  In  such  event,  the  Investment  Amount
designated  in any Put Purchase  Notice  shall be reduced by the minimum  amount
necessary as to not result in the Investor  owning more than 9.99% of the Common
Stock of the Company.  For purposes of this Section 7.20), in the event that the
amount of Common Stock  outstanding as determined in accordance  with Section 16
of the Exchange Act and the regulations  promulgated  thereunder is greater on a
Put Closing Date than on the date upon which the Put Purchase Notice  associated
with such Put Closing Date is given,  the amount of Common Stock  outstanding on
such Put  Closing  Date shall  govern for  purposes of  determining  whether the
Investor,  when  aggregating all purchases of Common Stock made pursuant to this
Agreement  and, if any,  Shares,  would own more than 9.99% of the Common  Stock
following such Put Closing Date.

     (k) Cross Default. The Company shall not be in default of a term, covenant,
warranty or undertaking of any other agreement to which the Company and Investor
are parties,  nor shall there have  occurred an event of default  under any such
other agreement, in each case which default would have a material adverse effect
on the  financial  condition of the Company or the  Company's  ability to comply
with its obligations to the Investor.

     (l) No  Knowledge.  The Company  shall have no  knowledge of any event more
likely than not to have the effect of causing such Registration  Statement to be
suspended or otherwise ineffective (which event is more likely than not to occur
within the  Valuation  Period  during  which the Put  Purchase  Notice is deemed
delivered).


                                       47

<PAGE>





     (m) Put Cushion.  The Put Cushion shall have elapsed since the  immediately
preceding Put Date.

     (n)  Shareholder  Vote. The issuance of shares of Common Stock with respect
to the  applicable  Put  Closing,  if any,  shall not  violate  the  shareholder
approval requirements of the Principal Market.

     (o) Escrow Agreement. The parties hereto shall have entered into a mutually
acceptable escrow agreement for the Purchase Prices due hereunder, providing for
reasonable  interest on any funds deposited into the escrow account  established
under the escrow agreement.

     (p)  Compliance  Certificate.   The  Company  shall  deliver  a  Compliance
Certificate in the form attached hereto as Exhibit D on each Put Closing Date.

     (q) Other.  On each  Condition  Satisfaction  Date, the Investor shall have
received  and  been  reasonably  satisfied  with  such  other  certificates  and
documents as shall have been  reasonably  requested by the Investor in order for
the Investor to confirm the Company's  satisfaction  of the conditions set forth
in  this  Section  7.2.  including,   without   limitation,   a  certificate  in
substantially  the form and  substance  of Exhibit D hereto,  executed in either
case by an  executive  officer of the  Company  and to the  effect  that all the
conditions to such Put Closing shall have been  satisfied as at the date of each
such certificate.


                                  ARTICLE VIII
         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION

Section  8.1  Due  Diligence  Review.  The  Company  shall  make  available  for
inspection and review by the Investor,  advisors to and  representatives  of the
Investor  (who  may or may  not be  affiliated  with  the  Investor  and who are
reasonably  acceptable to the Company),  any  underwriter  participating  in any
disposition of the Registrable  Securities on behalf of the Investor pursuant to
the  Registration  Statement,  any such  registration  statement or amendment or
supplement  thereto or any blue sky,  NASD or other  filing,  all  financial and
other  records,  all SEC Documents and other filings with the SEC, and all other
corporate documents and properties of the Company as may be reasonably necessary
for the purpose of such review, and cause the Company's officers,  directors and
employees to supply all such information reasonably requested by the Investor or
any  such  representative,  advisor  or  underwriter  in  connection  with  such
Registration  Statement  (including,  without  limitation,  in  response  to all
questions  and other  inquiries  reasonably  made or  submitted by any of them),
prior to and  from  time to time  after  the  filing  and  effectiveness  of the
Registration  Statement  for the sole  purpose of enabling the Investor and such
representatives,  advisors and underwriters and their respective accountants and
attorneys  to conduct  initial  and ongoing due  diligence  with  respect to the
Company and the accuracy of the Registration Statement.

Section 8.2       Non-Disclosure of Non-Public Information.

     (a) Except as set forth on Schedule 8.2(a) hereof,  the Company  represents
and warrants that the Company and its officers, directors,  employees and agents
have not disclosed any non-public  information to the Investor or advisors to or
representatives of the Investor.  The Company covenants and agrees that it shall
refrain from disclosing, and shall cause its officers, directors,  employees and
agents  to  refrain  from  disclosing,   unless  prior  to  disclosure  of  such
information  the  Company   identifies  such  information  as  being  non-public
information and provides the Investor, such advisors and representatives with


                                       48

<PAGE>



the  opportunity to accept or refuse to accept such  non-public  information for
review. The Company may, as a condition to disclosing any non-public information
hereunder,  require the Investor's  advisors and representatives to enter into a
confidentiality agreement in form reasonably satisfactory to the Company and the
Investor.

     (b) The Company  acknowledges and understands that the Investor is entering
into this  Agreement at the request of the Company and in good faith reliance on
(i) the Company's  representation  set forth in Section 4.16 that neither it nor
its agents have disclosed to the Investor any material  non-public  information;
and (ii) the  Company's  covenant set forth in Section 6. 1 0 that if all or any
portion of the information set forth on Schedule  8.2(a) becomes  material,  the
Company  shall timely make full and complete  public  disclosure  of all or such
portion of such  information  that shall have become material in accordance with
all applicable law.

     (c)  Nothing  herein  shall  require  the  Company to  disclose  non-public
information to the Investor or its advisors or representatives,  and the Company
represents that it does not disseminate  non-public information to any investors
who purchase stock in the Company in a public offering,  to money managers or to
securities analysts,  provided, however, that notwithstanding anything herein to
the contrary, the Company will, as herein above provided, immediately notify the
advisors and representatives of the Investor and, if any,  underwriters,  of any
event or the existence of any  circumstance  (without any obligation to disclose
the specific  event or  circumstance)  of which it becomes  aware,  constituting
non-public  information (whether or not requested of the Company specifically or
generally  during  the course of due  diligence  by such  persons or  entities),
which, if not disclosed in the prospectus included in the Registration Statement
would  cause such  prospectus  to include a material  misstatement  or to omit a
material  fact  required to be stated  therein in order to make the  statements,
therein,  in light of the circumstances in which they were made, not misleading.
Nothing  contained  in this  Section  8.2 shall be  construed  to mean that such
persons or entities other than the Investor  (without the written consent of the
Investor  prior to disclosure  of such  information)  may not obtain  non-public
information  in the course of conducting  due  diligence in accordance  with the
terms of this  Agreement  and nothing  herein shall  prevent any such persons or
entities  from  notifying  the Company of their  opinion  that based on such due
diligence by such persons or entities,  that the Registration Statement contains
an untrue  statement of a material  fact or omits a material fact required to be
stated  in the  Registration  Statement  or  necessary  to make  the  statements
contained  therein,  in light of the  circumstances in which they were made, not
misleading.

                                   ARTICLE IX
                                     LEGENDS

Section  9.1  Legends.   Unless  otherwise   provided  below,  each  certificate
representing   Registrable  Securities  will  bear  the  following  legend  (the
"Legend"):

THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY OTHER
APPLICABLE  SECURITIES  LAWS AND HAVE BEEN ISSUED IN RELIANCE  UPON AN EXEMPTION
FROM  THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT  AND  SUCH  OTHER
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION  HEREIN
MAY  BE  RE-OFFERED,   SOLD,   ASSIGNED,   TRANSFERRED,   PLEDGED,   ENCUMBERED,
HYPOTHECATED  OR  OTHERWISE   DISPOSED  OF,  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO A TRANSACTION
THAT IS EXEMPT FROM,  OR NOT SUBJECT TO, SUCH  REGISTRATION.  THE HOLDER OF THIS
CERTIFICATE IS THE BENEFICIARY OF CERTAIN OBLIGATIONS OF THE COMPANY SET FORTH N
A PRIVATE EQUITY LINE OF CREDIT  AGREEMENT  BETWEEN UNITED VENTURES GROUP,  INC.
AND BOAT BASIN INVESTORS  L.L.C.  DATED AUGUST _, 2000. A COPY OF THE PORTION OF
THE AFORESAID  AGREEMENT  EVIDENCING  SUCH  OBLIGATIONS MAY BE OBTAINED FROM THE
COMPANY'S EXECUTIVE OFFICES.


                                       49

<PAGE>


Notwithstanding  the  foregoing,  upon the  execution and delivery  hereof,  the
Company  is  issuing  to the  transfer  agent for its  Common  Stock (and to any
substitute or replacement transfer agent for its Common Stock upon the Company's
appointment of any such substitute or replacement  transfer agent)  instructions
in  substantially  the form of  Exhibit B  hereto.  Such  instructions  shall be
irrevocable  by the Company from and after the date hereof or from and after the
issuance  thereof to any such  substitute or replacement  transfer agent, as the
case may be, except as otherwise expressly provided herein. It is the intent and
purpose of such instructions, as provided therein, to require the transfer agent
for the Common Stock from time to time upon transfer of  Registrable  Securities
by the Investor to issue  certificates  evidencing such  Registrable  Securities
free of the  Legend  during  the  following  periods  and  under  the  following
circumstances and without consultation by the transfer agent with the Company or
its  counsel  and without  the need for any  further  advice or  instruction  or
documentation to the transfer agent by or from the Company or its counsel or the
Investor:

     (a) at any time after the  Effective  Date,  upon  surrender of one or more
certificates  evidencing  Common  Stock  that  bear the  Legend,  to the  extent
accompanied by a notice  requesting the issuance of new certificates free of the
Legend  to  replace  those  surrendered;  provided  that  (i)  the  Registration
Statement  shall then be effective;  (ii) the Investor  confirms to the transfer
agent that it has sold,  pledged  or  otherwise  transferred  or agreed to sell,
pledge or otherwise  transfer such Common Stock in a bona fide  transaction to a
third party that is not an  affiliate  of the  Company;  and (iii) the  Investor
confirms  to the  transfer  agent  that  the  Investor  has  complied  with  the
prospectus delivery requirement; and

     (b) at any time upon any surrender of one or more  certificates  evidencing
Registrable  Securities  that bear the Legend,  to the extent  accompanied  by a
notice requesting the issuance of new certificates free of the Legend to replace
those  surrendered  and  containing  representations  that (i) the  Investor  is
permitted to dispose of such  Registrable  Securities  without  limitation as to
amount or manner of sale  pursuant to Rule 144(k)  under the  Securities  Act or
(ii) the Investor has sold, pledged or otherwise  transferred or agreed to sell,
pledge or otherwise transfer such Registrable  Securities in a manner other than
pursuant to an effective registration  statement,  to a transferee who will upon
such  transfer be entitled to freely  tradeable  securities.  Any of the notices
referred to above in this Section 9.1 may be sent by facsimile to the  Company's
transfer agent.

Section 9.2 No Other Stock Transfer  Restrictions.  No legend other than the one
specified  in Section 9.1 has been or shall be placed on the share  certificates
representing the Common Stock and no instructions or "stop transfers orders," so
called, "stock transfer  restrictions," or other restrictions have been or shall
be given to the  Company's  transfer  agent with respect  thereto  other than as
expressly set forth in this Article IX.

Section 9.3  Investor's  Compliance.  Nothing in this Article IX shall affect in
any way the  Investor's  obligations  under any  agreement  to  comply  with all
applicable securities laws upon resale of the Common Stock.


                                       50

<PAGE>


                                   ARTICLE X
                               CHOICE OF LAW/VENUE

Section 10.1 Choice of  Law/Venue.  This  Agreement  and the  Warrants  shall be
governed by and construed in  accordance  with the laws of the State of New York
without  regard to principles  of conflicts of laws.  Any  controversy  or claim
arising  out of or  related to this  Agreement  and the  Warrants  or the breach
thereof,  shall be settled by binding  arbitration in New York City, New York in
accordance  with the rules of the  Judicial  Arbitration  &  Mediation  Services
Eastern  Regional  Office  located  in New  York  City,  New  York  ("JAMS").  A
proceeding  shall be commenced upon written demand by Company or the Investor to
the other.  The  arbitrator(s)  shall enter a judgement  by default  against any
party  which  fails or refuses  to appear in any  properly  noticed  arbitration
proceeding. The proceeding shall be conducted by one (1) arbitrator,  unless the
amount  alleged to be in dispute  exceeds two  hundred  fifty  thousand  dollars
($250,000), in which case three (3) arbitrators shall preside. The arbitrator(s)
will be chosen by the  parties  from a list  provided  by JAMS,  and if they are
unable to agree within ten (10) days, JAMS shall select the  arbitrator(s).  The
arbitrators  must be experts in securities law and financial  transactions.  The
arbitrators  shall assess costs and expenses of the  arbitration,  including all
attorneys' and experts' fees, as the arbitrators believe is appropriate in light
of the merits of parties'  respective  positions  in the issues in dispute.  The
award of the  arbitrator(s)  shall be final and binding upon the parties and may
be  enforced in any court  having  jurisdiction.  Nothing in this  section 10. I
shall preclude the parties from seeking extraordinary relief in the event that a
claim of irreparable harm arises,  provided however, that such application shall
be made in the United  States  District  Court for the Southern  District of New
York, or in the Supreme Court of the State of New York, New York County.  In the
event that any provision of this Agreement or any other  agreement  delivered in
connection  herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed  inoperative to the extent that
it may  conflict  therewith  and shall be deemed  modified to conform  with such
statute  or  rule of  law.  Any  such  provision  which  may  prove  invalid  or
unenforceable  under any law shall not affect the validity or  enforceability of
any other provision of any agreement.

                                   ARTICLE XI
              ASSIGNMENT; ENTIRE AGREEMENT, AMENDMENT; TERMINATION

Section 11.1  Assignment.  Neither this Agreement nor any rights of the Investor
or the Company  hereunder  may be assigned by either party to any other  person.
Notwithstanding the foregoing,  (a) the provisions of this Agreement shall inure
to the benefit of, and be enforceable by, and be binding upon, any transferee of
any of the Common Stock  purchased or acquired by the  Investor  hereunder  with
respect to the Common Stock held by such person unless such Common Stock is free
from  restrictions  on  further  transfer  of  such  Common  Stock,  and (b) the
Investor's  interest in this  Agreement may be assigned at any time, in whole or
in part, to any other person or entity (including any affiliate of the Investor)
effective upon written  notice to the Company.  The Company shall have the right
to require any assignee to execute a counterpart of this Agreement.

Section 11.2 Termination. This Agreement shall terminate forty-eight (48) months
after the commencement of the Commitment  Period;  provided,  however,  that the
provisions  of  Articles  VI,  VIII,  IX,  X,  XI,  and XII  shall  survive  the
termination of this Agreement.

Section 11.3 Entire Agreement,  Amendment.  This Agreement  constitutes the full
and entire  understanding  and agreement  between the parties with regard to the
subjects hereof, and no party shall be liable or bound to any other party in any
manner by any warranties,  representations  or covenants  except as specifically
set forth in this  Agreement.  Except as expressly  provided in this  Agreement,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by both parties hereto.


                                       51

<PAGE>




                                   ARTICLE XII
                            NOTICES; INDEMNIFICATION

Section 12.1 Notices. All notices, demands, requests,  consents,  approvals, and
other  communications  required or permitted  hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall  be  (i)  personally  served,  (ii)
deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

If to Staruni Corporation:                  With a copy to:

Staruni Corporation                         Novack Burnbaum Crystal LLP
1642 Westwood Boulevard                     300 East 42nd Street, 10th Floor
Los Angeles, California 90024               New York, New York 10017
Telecopier:                                 Telecopier: (212) 986-2907
Attention: Bruce Stuart                     Attention:  Edward H. Burnbaum, Esq.

Either party hereto may from time to time change its address or facsimile number
for  notices  under  this  Section  12.1 by giving at least ten (10) days  prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

Section 12.2      Indemnification.

     (a) The Company  agrees to indemnify and hold  harmless the  Investor,  its
partners,  affiliates,  officers,  directors,  employees,  and  duly  authorized
agents,  and each Person or entity, if any, who controls the Investor within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or
is  controlled  by the  Investor  (the  "Control  Person")  from and against any
Damages,  joint or  several,  and any  action in  respect  thereof  to which the
Investor, its partners,  Affiliates,  officers,  directors,  employees, and duly
authorized  agents,  and any such Control Person becomes  subject to,  resulting
from, arising out of or relating to any misrepresentation, breach of warranty or
nonfulfillment of or failure to perform any covenant or agreement on the part of
Company contained in this Agreement in any event as such Damages are incurred.

     (b) The Investor  agrees to indemnify  and hold  harmless the Company,  its
partners,  Affiliates,  officers,  directors,  employees,  and  duly  authorized
agents,  and each Person or entity, if any, who controls the Investor within the
meaning of Section 15 of the  Securities  Act or Section 20 of the Exchange Act,
together  with the  Control  Persons  from and  against  any  Damages,  joint or
several,  and any action in respect thereof to which the Company,  its partners,
Affiliates,  officers, directors, employees, and duly authorized agents, and any
such  Control  Person  becomes  subject to,  resulting  from,  arising out of or
relating to any  misrepresentation,  breach of warranty or  nonfulfillment of or
failure to perform any covenant or  agreement on the part of Investor  contained
in this Agreement.


                                       52

<PAGE>





Section  12.3  Method  of  Asserting   Indemnification  Claims  All  claims  for
indemnification by any Indemnified Party asserted and resolved as follows:

     (a) In the  event  any claim or  demand  in  respect  of which  any  person
claiming  indemnification  under any provision of Section 12.2 (an  "Indemnified
Party") might seek indemnity under Section 12.2 is asserted against or sought to
be collected from such Indemnified Party by a person other than the Company, the
Investor  or any  affiliate  of the  Company  or (a "Third  Party  Claim"),  the
Indemnified Party shall deliver a written notification,  enclosing a copy of all
papers  served,  if any, and  specifying  the nature of and basis for such Third
Party Claim and for the Indemnified  Party's claim for  indemnification  that is
being  asserted  under any  provision  of Section  12.2  against any person (the
"Indemnifying  Party"),  together  with the  amount  or, if not then  reasonably
ascertainable,  the estimated  amount,  determined in good faith,  of such Third
Party Claim (a "Claim  Notice") with reasonable  promptness to the  Indemnifying
Party.  If the  Indemnified  Party  fails  to  provide  the  Claim  Notice  with
reasonable  promptness after the Indemnified Party receives notice of such Third
Party Claim,  the  Indemnifying  Party will not be  obligated  to indemnify  the
Indemnified  Party with respect to such Third Party Claim to the extent that the
Indemnifying  Party's ability to defend has been irreparably  prejudiced by such
failure  of the  Indemnified  Party.  The  Indemnifying  Party  will  notify the
Indemnified  Party as soon as  practicable  within the period ending thirty (30)
calendar  days  following  receipt by the  Indemnifying  Party of either a Claim
Notice or an Indemnity Notice (as defined below) (the "Dispute  Period") whether
the Indemnifying  Party disputes its liability or the amount of its liability to
the  Indemnified  Party under  Section 12.2 and whether the  Indemnifying  Party
desires,  at its sole cost and expense,  to defend the Indemnified Party against
such Third Party Claim.

     (b) If the  Indemnifying  Party notifies the  Indemnified  Party within the
Dispute  Period that the  Indemnifying  Party desires to defend the  Indemnified
Party with  respect to the Third Party Claim  pursuant to this Section 12.3 (a),
then the  Indemnifying  Party  will  have  the  right to  defend,  with  counsel
reasonably  satisfactory to the Indemnified  Party, at the sole cost and expense
of  the  Indemnifying   Party,   such  Third  Party  Claim  by  all  appropriate
proceedings,  which proceedings will be vigorously and diligently  prosecuted by
the  Indemnifying  Party  to a  final  conclusion  or  will  be  settled  at the
discretion  of  the  Indemnifying  Party  (but  only  with  the  consent  of the
Indemnified  Party in the case of any  settlement  that  provides for any relief
which affects the Indemnified  Party, other than the payment of monetary damages
or that provides for the payment of monetary damages as to which the Indemnified
Party  will  not  be  indemnified  in  full  pursuant  to  Section  12.2).   The
Indemnifying  Party will have full  control  of such  defense  and  proceedings,
including any  compromise or settlement  thereof,  provided,  however,  that the
Indemnified Party may, at the sole cost and expense of the Indemnified Party, at
any time prior to the Indemnifying Party's delivery of the notice referred to in
the first sentence of this clause 1, file any motion,  answer or other pleadings
or take any other action that the Indemnified  Party  reasonably  believes to be
necessary or appropriate to protect its interests; and provided further, that if
requested by the  Indemnifying  Party,  the Indemnified  Party will, at the sole
cost and expense of the Indemnifying  Party,  provide reasonable  cooperation to
the Indemnifying Party in contesting any Third Party Claim that the Indemnifying
Party  elects to contest.  The  Indemnified  Party may  participate  in, but not
control,  any defense or settlement  of any Third Party Claim  controlled by the
Indemnifying  Party  pursuant  to this  clause 1, and except as  provided in the
preceding  sentence,  the Indemnified Party will bear its own costs and expenses
with  respect  to  such  participation.   Notwithstanding  the  foregoing,   the
Indemnified  Party may take over the control of the defense or  settlement  of a
Third Party Claim at any time if it  irrevocably  waives its right to  indemnity
under Section 12.2 with respect to such Third Party Claim.

                                       53


<PAGE>


     (c) If the Indemnifying  Party fails to notify the Indemnified Party within
the Dispute Period that the Indemnifying Party desires to defend the Third Party
Claim  pursuant  to Section  12.3 (a), or if the  Indemnifying  Party gives such
notice but fails to  prosecute  vigorously  and  diligently  or settle the Third
Party Claim, or if the  Indemnifying  Party fails to give any notice  whatsoever
within the Dispute  Period,  then the  Indemnified  Party will have the right to
defend, at the sole cost and expense of the Indemnifying  Party, the Third Party
Claim by all appropriate  proceedings,  which  proceedings will be prosecuted by
the  Indemnified  Party  in a  reasonable  manner  and in good  faith or will be
settled at the  discretion  of the  Indemnified  Party  (with the consent of the
Indemnifying  Party,  which  consent  will not be  unreasonably  withheld).  The
Indemnified  Party  will have full  control  of such  defense  and  proceedings,
including any  compromise  or settlement  thereof;  provided,  however,  that if
requested by the Indemnified  Party,  the  Indemnifying  Party will, at the sole
cost and expense of the Indemnifying  Party,  provide reasonable  cooperation to
the Indemnified  Party and its counsel in contesting any Third Party Claim which
the Indemnified Party is contesting. Notwithstanding the foregoing provisions of
this clause 2, if the  Indemnifying  Party has  notified the  Indemnified  Party
within the Dispute Period that the Indemnifying  Party disputes its liability or
the amount of its liability  hereunder to the Indemnified  Party with respect to
such  Third  Party  Claim  and if such  dispute  is  resolved  in  favor  of the
Indemnifying  Party in the manner provided in clause 3 below,  the  Indemnifying
Party will not be  required to bear the costs and  expenses  of the  Indemnified
Party's  defense  pursuant  to  this  clause  2 or of the  Indemnifying  Party's
participation  therein at the Indemnified  Party's request,  and the Indemnified
Party will reimburse the Indemnifying Party in full for all reasonable costs and
expenses incurred by the Indemnifying  Party in connection with such litigation.
The  Indemnifying  Party may  participate  in, but not  control,  any defense or
settlement  controlled by the  Indemnified  Party pursuant to this clause 2, and
the Indemnifying Party will bear its own costs and expenses with respect to such
participation.

     (d) If the Indemnifying  Party notifies the Indemnified  Party that it does
not dispute its  liability  or the amount of its  liability  to the  Indemnified
Party with  respect to the Third  Party  Claim  under  Section  12.2 or fails to
notify the Indemnified  Party within the Dispute Period whether the Indemnifying
Party  disputes its liability or the amount of its liability to the  Indemnified
Party with respect to such Third Party Claim,  the Loss in the amount  specified
in the Claim Notice will be conclusively  deemed a liability of the Indemnifying
Party under Section 12.2 and the Indemnifying Party shall pay the amount of such
Loss to the Indemnified  Party on demand.  If the Indemnifying  Party has timely
disputed  its  liability  or the amount of its  liability  with  respect to such
claim,  the  Indemnifying  Party and the indemnified  Party will proceed in good
faith to negotiate a resolution  of such  dispute,  and if not resolved  through
negotiations  within the  Resolution  Period,  such dispute shall be resolved by
arbitration in accordance with paragraph (c) of this Section 12.3.

     (e) In the event any  Indemnified  Party should have a claim under  Section
12.2 against the  Indemnifying  Party that does not involve a Third Party Claim,
the  Indemnified  Party  shall  deliver  a written  notification  of a claim for
indemnity  under Section 12.2 specifying the nature of and basis for such claim,
together with the amount or, if not then reasonably ascertainable, the estimated
amount,  determined in good faith,  of such claim (an  "Indemnity  Notice") with
reasonable  promptness to the Indemnifying Party. The failure by any Indemnified
Party  to give the  Indemnity  Notice  shall  not  impair  such  party's  rights
hereunder except to the extent that the Indemnifying  Party demonstrates that it
has been irreparably  prejudiced thereby. If the Indemnifying Party notifies the
Indemnified  Party that it does not dispute the claim or the amount of the claim
described  in such  Indemnity  Notice or fails to notify the  Indemnified  Party
within the Dispute Period whether the  Indemnifying  Party disputes the claim or
the amount of the claim  described  in such  Indemnity  Notice,  the Loss in the
amount specified in the Indemnity Notice will be conclusively deemed a liability
of the Indemnifying  Party under Section 12.2 and the  Indemnifying  Party shall
pay the  amount  of  such  Loss  to the  Indemnified  Party  on  demand.  If the
Indemnifying  Party has  timely  disputed  its  liability  or the  amount of its
liability with respect to such claim, the Indemnifying Party and the Indemnified
Party will proceed in good faith to negotiate a resolution of such dispute,  and
if not resolved through  negotiations within the Resolution Period, such dispute
shall be  resolved by  arbitration  in  accordance  with  paragraph  (c) of this
Section 12.3.


                                       54

<PAGE>





                                  ARTICLE XIII
                                  MISCELLANEOUS

Section 13.1 Fees and Expenses.  Each of the Company and the Investor  agrees to
pay its own expenses  incident to the performance of its  obligations  hereunder
except that the Company shall pay the fees of the  Investor's  attorneys and the
Escrow  Agreement in connection  with this  transaction  and the  preparation of
documents  which  shall  be only  and to the  extent  set  forth  in the  Escrow
Agreement.  Any such fees shall be netted from the  proceeds of any Put Purchase
Price.

Section 13.2 Brokerage. Each of the parties hereto represents that it has had no
dealings in connection with this  transaction with any finder or broker who will
demand  payment of any fee or  commission  except  for  Capstone  Partners.  The
Company  shall  pay the  fees of  Capstone  Partners  pursuant  to a  separately
negotiated placement agreement

Section 13.3 Publicity.  Except as required by applicable law, the Company shall
not  issue  any  press  release  or  otherwise  make  any  public  statement  or
announcement  with respect to this  Agreement or the  transactions  contemplated
hereby or the  existence  of this  Agreement  without  the prior  consent of the
Purchaser.

Section  13.4   Counterparts.   This  Agreement  may  be  executed  in  multiple
counterparts,  each of which may be executed by less than all of the parties and
shall be deemed to be an original  instrument which shall be enforceable against
the parties actually executing such counterparts and all of which together shall
constitute one and the same instrument.

Section 13.5 Entire Agreement. This Agreement with the Exhibits hereto set forth
the entire  agreement and  understanding  of the parties relating to the subject
matter  hereof  and  supersedes  all  prior  and   contemporaneous   agreements,
negotiations  and  understandings  between  the  parties,  both oral and written
relating to the subject  matter hereof The terms and  conditions of all Exhibits
to this Agreement are incorporated herein by this reference and shall constitute
part of this Agreement as if fully set forth herein.

Section 13.6 Survival; Severability. The representations,  warranties, covenants
and agreements of the parties  hereto shall survive each Put Closing  hereunder.
In the event that any  provision of this  Agreement  becomes or is declared by a
court of  competent  jurisdiction  to be illegal,  unenforceable  or void,  this
Agreement  shall  continue  in full force and  effect  without  said  provision;
Provided that such  severability  shall be ineffective if it materially  changes
the economic benefit of this Agreement to any party.

Section  13.7  Title  and  Subtitles.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

Section 13.8 Reporting  Entity for the Common Stock. The reporting entity relied
upon for the  determination of the trading price or trading volume of the Common
Stock on any given  Trading  Day for the  purposes  of this  Agreement  shall be
Bloomberg,  L.P. or any successor  thereto.  The written  mutual  consent of the
Investor and the Company shall be required to employ any other reporting entity.

     IN WITNESS WHEREOF, the parties hereto have caused this Private Equity Line
of  Credit  Agreement  to  be  executed  by  the  undersigned,   thereunto  duly
authorized, as of the date first set forth above.


                                       55

<PAGE>



STARUNI CORPORATION


By: /s/ Bruce Stuart
   -------------------------------------
Bruce Stuart

Boat Basin Investors, LLC


By:              /s/
   -------------------------------------


                                       56

<PAGE>



                                    EXHIBIT A
                                     FORM OF
                               PUT PURCHASE NOTICE

         Reference is made to the Private Equity Line of Credit  Agreement dated
as of September _____, 2000 (the  "Agreement")  between Staruni  Corporation,  a
______________  corporation  (the  "Company")  and  Boat  Basin  Investors  LLC.
Capitalized  terms used and not otherwise defined herein shall have the meanings
given such terms in the Agreement.

         In accordance  with and pursuant to Section 2.2 of the  Agreement,  the
Company hereby issues this Put Purchase Notice to exercise a Put request for the
Put Amount indicated below.

Investment Amount:___________________________________
Valuation Period start date:_____________________________
Valuation Period end date:______________________________
Put Closing Date:_____________________________________
Floor Price:__________________________________________

Dated:_______________________________________________

STARUNI CORPORATION


By:__________________________________________________
Name:
Title:
Address:
Facsimile No.:
Wire Instructions:______________________________________
Contact Name:_________________________________________

                                       57


<PAGE>



                                    EXHIBIT B
                         INSTRUCTIONS TO TRANSFER AGENT
                               STARUNI CORPORATION

[Name and address                                    _____________________, 2000
of Transfer Agent]
Ladies & Gentlemen:

     Reference is made to that certain  Private Equity Line of credit  Agreement
(the  "Agreement") by and among certain  Investors (the  "Investor") and Staruni
Corporation.  Pursuant and subject to the terms and  conditions set forth in the
Agreement  the Investor has agreed to purchase  from the Company and the Company
has  agreed to sell to the  Investor  from time to time  during  the term of the
Agreement shares (the "Shares") of Common Stock of the Company, $0.001 par value
(the  "Common  Stock")  and certain  warrants  (the  "Warrants")  which shall be
exercisable  into shares of Common  Stock.  The shares of Common Stock  issuable
upon  exercise of the Warrants  are referred to herein as "Warrant  Shares." The
Shares and Warrant  Shares are  collectively  referred to herein as  "Underlying
Shares."

     This letter shall serve as our irrevocable  authorization  and direction to
you  (provided  that you are the transfer  agent for the Company with respect to
its Common Stock at such time) to issue Underlying Shares from time to time upon
notice from the  Company to issue such  Underlying  Shares.  So long as you have
previously  received  (w) a notice of  effectiveness  of the  Company's  outside
counsel  substantially  in the form of  Exhibit I  attached  hereto  (which  the
Company  shall  direct be  delivered  to you by such  outside  counsel  upon the
effectiveness  of the  registration  statement  covering  resales of  Underlying
Shares)  stating that a registration  statement  covering  resales of Underlying
Shares has been declared  effective by the  Securities  and Exchange  Commission
under the Securities Act of 1933, as amended,  and that Underlying Shares may be
issued (or  reissued  if they have been issued at a time when there was not such
an effective  registration  statement) or resold without any restrictive  legend
(the "Notice of Effectiveness"),  (x) a copy of such registration statement, (y)
an  appropriate  representation  that the  resale  prospectus  contained  in the
registration  statement has been delivered in compliance with  applicable  rules
and  regulations  and (z) with  respect to the issuance of  replacement  Warrant
Shares, the certificates  representing the originally issued Warrant Shares have
been  returned  to  you  as  transfer  agent,  then  certificates   representing
Underlying Shares shall not bear any legend  restricting  transfer of Underlying
Shares  thereby  and should not be  subject  to any  stop-transfer  restriction;
provided, however, that if you have not previously received a copy of the Notice
of  Effectiveness,  such registration  statement and such  representation or you
have  received  a  subsequent  notice  by  the  Company  or its  counsel  of the
suspension or termination of the effectiveness of the registration  statement or
the  imposition  of a  Blackout  Period as set forth in the  Section  6.8 of the
Agreement,  then  certificates  representing  Underlying  Shares  shall bear the
following legend:

THESE SECURITIES  REPRESENTED BY THIS CERTIFICATE  (THE  "SECURITIES")  HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED  OF  UNLESS  REGISTERED  UNDER  THAT  ACT AND  UNDER  APPLICABLE  STATE
SECURITIES  LAWS OR UNITED  VENTURES  GROUP,  INC.  (THE  "COMPANY")  SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT  REGISTRATION OF SUCH  SECURITIES  UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE  STATE SECURITIES LAWS
IS NOT REQUIRED.

provided,  however, that the Company may, from time to time, notify you to place
stop-transfer  restrictions  on the  certificates  for Underlying  Shares in the
event, but only in the event, a registration statement covering

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<PAGE>



Underlying Shares is subject to amendment for events then current.

     Please be advised that the Investor has relied upon this instruction letter
as an inducement to enter into the Agreement and, accordingly,  the Investor, is
a third party beneficiary to these instructions.

     Please  execute  this letter in the space  indicated  to  acknowledge  your
agreement  to act in  accordance  with these  instructions.  Should you have any
questions concerning this matter, please contact me at ________________________.


Very truly yours,
STARUNI CORPORATION


By:__________________________________________

ACKNOWLEDGED AND AGREED:
[TRANSFER AGENT]


By:__________________________________________
Name:_______________________________________
Title:________________________________________
Tel.:_________________________________________

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<PAGE>


Exhibit I
                        [FORM OF NOTICE OF EFFECTIVENESS]
[Addressee]
[Address]
TO WHOM IT MAY CONCERN:

We are counsel to Staruni Corporation,  a  ___________________  corporation (the
"Company"),  and we have represented the Company in connection with that certain
Private Equity Line of Credit  Agreement (the  "Agreement")  between the Company
and the Investor  named  therein,  pursuant to which the Company agreed to issue
shares (the "Shares") of its common stock (the "Common Stock") from time to time
during the term of the Agreement  and warrants to purchase  shares of the Common
Stock (the "Warrant Shares").  Pursuant to the Agreement,  the Company agreed to
register the Common Stock and the Warrant Shares.

In connection  with the  foregoing,  we have been advised that the  Registration
Statement on Form_______________  (File No.  333-_______________) of the Company
(the  "Registration  Statement"),  a copy of which  is  enclosed,  was  declared
effective  at___________________M.,   eastern  time,  on_______________________,
2000.  Upon  issuance of the  Underlying  Shares  referred  to in the  Company's
instruction  letter attached,  and provided that you have received a copy of the
representation  pursuant to item (z) in the second paragraph of such instruction
letter,  you are authorized to issue certificates for the Company's Common Stock
without restrictive  legends. We have no knowledge as of the date hereof,  after
telephonic inquiry of a member of the Securities and Exchange Commission's staff
that any stop order suspending the  effectiveness of the Registration  Statement
has been issued or that any proceedings for that purpose are pending before,  or
threatened by, the  Securities and Exchange  Commission  and,  accordingly,  the
Underlying  Shares are available for resale under the Securities Act of 1933, as
amended  in  the  manner  specified  in,  and  pursuant  to  the  terms  of  the
Registration Statement.


Very truly yours,



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