Exhibit 10(viii)
                            PLACEMENT AGENT AGREEMENT

     THIS AGREEMENT  ("Agreement") is made as of the 13th day of October,  2000,
by and between Staruni  Corporation,  a corporation  organized under the laws of
the state of California("Company"),  and Capstone Partners, L.C., a Utah limited
liability company,  with its principal office location at 3475 Lenox Road, Suite
400, Atlanta, Georgia 30326 (the "Agent").

                                    RECITALS:

     WHEREAS, the Company proposes to issue and sell shares of its Common Stock,
which are accompanied by a warrant or warrants to purchase a number of shares of
Common  Stock of the Company  (together  the  "Securities")  resulting  in gross
proceeds  to the  Company  of a maximum  of Two  Million  Dollars  ($2,000,000),
excluding  Warrants,  in an offering  (the  "Offering")  not  involving a public
offering under the  Securities Act of 1933, as amended (the "Act"),  pursuant to
an exemption from the  registration  requirements of the Act under  Regulation D
promulgated under the Act ("Regulation D"), as described below; and

     WHEREAS,  the Agent has  offered  to assist  the  Company  in  placing  the
Securities  on a "best  efforts"  basis  with  respect  to sales  of  Securities
thereafter  up to the  Maximum  Proceeds  (as  defined  below),  and the Company
desires  to  secure  the  services  of the  Agent on the  terms  and  conditions
hereinafter set forth.

                                     TERMS:

     NOW,  THEREFORE,  in consideration of the premises and the mutual promises,
conditions and covenants herein contained, the parties hereto do hereby agree as
follows:

1.  ENGAGEMENT  OF AGENT.  The Company on the basis of the  representations  and
warranties  contained herein, but subject to the terms and conditions herein set
forth,  hereby  appoints  the Agent as its  exclusive  placement  agent for this
Offering,  to sell,  on a "best  efforts  basis,"  a  minimum  dollar  amount of
Securities resulting in gross proceeds to the Company of a maximum dollar amount
of Securities, excluding Warrants, resulting in gross proceeds to the Company of
Two Million Dollars  ($2,000,000)  (the "Maximum  Proceeds").  The Agent, on the
basis of the representations and warranties herein contained, but subject to the
terms and conditions  herein set forth,  accepts such  appointment and agrees to
use its best efforts to find  purchasers for the  Securities.  This  appointment
shall be  irrevocable  for the  period  commencing  on the date of the  executed
Letter of Agreement, being August 22, 2000, and ending on the earlier of (i) the
date that the Company receives the Investment  Amount as defined in Section 1.16
of the Private  Equity Line of Credit  Agreement  (the "Equity Line  Agreement")
hereinafter  to be entered  into by the  Company and the  investor  named in the
Equity Line Agreement (the "Investor"), (ii) on February 1, 2000, if the Initial
Put Closing Date has not occurred by such date,  which period may be extended by
the consent of the Company and the Agent (the "Offering Period"),  or (iii) June
30, 2001.

2.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY. In order to induce the Agent
to enter into this Agreement,  the Company hereby represents and warrants to and
agrees with the Agent as follows:

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2.1  Offering  Documents.  The  Company  (with the  assistance  of the Agent and
Investor) has prepared the Equity Line Agreement, with certain exhibits thereto,
which  documents  have  been  or  will  be  delivered  to one or  more  proposed
Investors.  In  addition,  all  proposed  Investors  will have  received or will
receive prior to closing,  copies of the  Company's  Annual Report on Form 10-KS
for the year ended September 30, 19991999,  and the Company's  quarterly reports
on Form 10-QSB for the quarters ended December 31, 1999,  March 31, and June 30,
2000 ("SEC  Documents").  The SEC Documents were prepared in conformity with the
requirements (to the extent applicable) of the Securities  Exchange Act of 1934,
as  amended,  (the  "1934  Act")  and the  rules  and  regulations  ("Rules  and
Regulations")  of  the  Commission  promulgated  thereunder.  As  used  in  this
Agreement,  the term "Offering  Documents"  refer to and mean the SEC Documents,
the Equity Line Agreement and all amendments,  exhibits and supplements thereto,
together  with any  other  documents  which  are  provided  to the  Agent by, or
approved for Agent's use by, the Company for the purpose of this Offering.

2.2  Provision of Offering  Documents.  The Company  shall deliver to the Agent,
without  charge,  as many  copies  of the  offering  Documents  as the Agent may
reasonably require for the purposes contemplated by this Agreement.  The Company
authorizes the Agent, in connection with the offering of the Securities,  to use
the  Offering  Documents  as from  time  to  time  amended  or  supplemented  in
connection  with the offering and sale of the Securities and in accordance  with
the applicable provisions of the Act and Regulation D.

2.3 Accuracy Offering Documents.  The Offering Documents at the time of delivery
to Investors  for the  Securities,  conformed in all material  respects with the
requirements,  to the extent applicable, of the 134 Act and the applicable Rules
and Regulations  and did not include 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 light of the circumstances under which they were
made, not misleading. On the Closing Date (as hereinafter defined), the offering
Documents will contain all statements  that are required to be stated therein in
accordance  with the Act and the Rules and  Regulations  for the purposes of the
proposed Offering, and all statements of material fact contained in the Offering
Documents will be true and correct,  and the Offering Documents will not include
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
light of the circumstances under which they were made, not misleading.

2.4 Duty to Amend. If during such period of time as in the reasonable opinion of
the Agent, or its counsel,  an Offering  Document  relating to this financing is
required to be  delivered  under the Act, any event occurs or any event known to
the Company  relating  to or  affecting  the Company  shall occur as a result of
which the Offering  Documents as then amended or  supplemented  would include an
untrue  statement  of a  material  fact,  or omit to  state  any  material  fact
necessary to make the statements  therein,  in light of the circumstances  under
which they were made,  not  misleading,  or if it is necessary at any time after
the date hereof to amend or supplement the Offering Documents to comply with the
Act or the applicable Rules and Regulations,  the Company shall forthwith notify
the Agent thereof and shall prepare such further  amendment or supplement to the
Offering Documents as may be required and shall furnish and deliver to the Agent
and to others, whose names and addresses are designated by the Agent, all at the
cost  of the  Company,  a  reasonable  number  of  copies  of the  amendment  or
supplement (or of the amended or supplemented  Offering  Documents) which, as so
amended or supplemented, will not contain an untrue statement of a material fact
or omit to state  any  material  fact  necessary  in order to make the  Offering
Documents,  not misleading in the light of the circumstances when delivered to a
purchaser or prospective  purchaser,  and which will comply in all respects with
the  requirements  (to the extent  applicable) of the 134 Act and the applicable
Rules Regulations.


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2.5  Corporation  Condition.  The  Company's  condition  is as  described in its
Offering  Documents,  except for  continuing  losses and changes in the ordinary
course of business and normal year-end adjustments that are not in the aggregate
materially  adverse to the Company.  The Offering  Documents,  taken as a whole,
present  fairly the  business  and  financial  position of the Company as of the
Closing Date.

2.6 No Material Adverse Change. Except as may be reflected in or contemplated by
the Offering Documents, subsequent to the dates as of which information is given
in the  Offering  Documents,  and prior to the Closing  Date,  taken as a whole,
there has not been any material  adverse change in the  condition,  financial or
otherwise, or in the results of operations of the Company or in its business.

2.7 No Defaults.  Except as disclosed in the Offering Documents or in writing to
the  Agent,  the  Company  is not in  default  in any  material  respect  in the
performance of any obligation,  agreement or condition contained in any material
debenture,  note or other evidence of indebtedness or any material  indenture or
loan agreement of the Company. The execution and delivery of this Agreement, and
the consummation of the transactions  herein  contemplated,  and compliance with
the terms of this  Agreement will not conflict with or result in a breach of any
of the terms,  conditions or provisions of, or constitute a default  under,  the
Certificate  of  Incorporation  or Bylaws of the Company (in any respect that is
material to the Company), any material note, indenture, mortgage, deed of trust,
or other agreement or instrument to which the Company is a party or by which the
Company or any property of the Company is bound, or to the Company's  knowledge,
any existing law, order,  rule,  regulation,  writ,  injunction or decree of any
government,  governmental instrumentality,  agency or body, arbitration tribunal
or court,  domestic  or  foreign,  having  jurisdiction  over the Company or any
property of the Company.  The consent,  approval,  authorization or order of any
court or  governmental  instrumentality,  agency or body is not required for the
consummation  of the  transactions  herein  contemplated  except  such as may be
required under the Act or under the Blue Sky or securities  laws of any state or
jurisdiction.

2.8 Incorporation and Standing. The Company is, and at the Closing Date will be,
duly formed and validly  existing in good  standing as a  corporation  under the
laws of the State of California and with full power and authority (corporate and
other) to properties and conduct its business,  present and proposed,  described
in the Offering Documents;  the Company, has full authority to enter into and to
perform this Agreement,  and is duly qualified and in good standing as a foreign
entity jurisdiction in which the failure to so qualify would have adverse effect
on the Company or its properties.

2.9  Legality  of  Outstanding  Securities.  Prior  to  the  Closing  Date,  the
outstanding  securities of the Company have been duly and validly authorized and
issued,  and are fully paid and  non-assessable,  and  conform  in all  material
respects  to the  statements  with  regard  thereto  contained  in the  Offering
Documents.

2.10  Legality  of  Securities.  The  Securities  when  sold  and  delivered  in
accordance with the Offering Documents,  and the Agent Securities (as defined in
Section 3.4 below) when issued and delivered,  will constitute legal,  valid and
binding  obligations of the Company,  enforceable  in accordance  with the terms
thereof,  and the  Securities  and Agent  Securities  shall be duly and  validly
issued and  outstanding,  fully paid and  non-assessable.  The Common Stock into
which any  Securities  are  exercisable  and the Common  Stock into which any of
Agent's Securities are exercisable,  when issued upon exercise of any Securities
or upon exercise of any of Agent's Securities, as applicable,  shall be duly and
validly issued and outstanding, fully paid and non-assessable.


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2.11 Litigation.  Except as set forth in the Offering  Documents,  there is now,
and at the Closing Date there will be, no action,  suit or proceeding before any
court or governmental agency,  authority or body pending or, to the knowledge of
the Company, threatened, which might result in judgments against the Company not
adequately  covered  by  insurance  or which  collectively  might  result in any
material adverse change in the condition (financial or otherwise) or business of
the Company or which would materially  adversely affect the properties or assets
of the Company.

2.12 Finders.  The Company does not know of any outstanding  claims for services
in the nature of a finder's fee or origination  fees with respect to the sale of
the Securities hereunder for which the Agent may be responsible, and the Company
will indemnify the Agent from any liability for such fees (including the payment
of  attorney's  fees  incurred  by Agent due to any claim by any such  finder or
originator) by any party who, in the reasonable opinion of Agent's counsel,  has
a legitimate claim for such  compensation  from the Company and for which person
the Agent is not legally  responsible.  In the event of such claim,  Agent shall
properly  notify  Company  thereof and the Company may, at its option and at its
sole cost and expense, take over the defense of such a claim with counsel of its
choice, reasonably satisfactory to Agent. Agent shall not settle any such claims
or  litigation  arising  hereunder  without  the prior  written  consent  of the
Company, which shall not be unreasonably withheld.

2.13 Tax  Returns.  The  Company  has filed all  federal and state and local tax
returns which are required to be filed, and has paid all material taxes shown on
such returns and on all assessments received by it to the extent such taxes have
become due (except for taxes the amount of which the  Company is  contesting  in
good faith).  All taxes with respect to which the Company is obligated have been
paid, or adequate accruals have been set up to cover any such unpaid taxes.

2.14 Authority. The execution and delivery by the Company of this Agreement have
been duly authorized by all necessary  action,  and this Agreement is the valid,
binding and legally enforceable  obligation of the Company except as enforcement
may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium
and other  similar  laws,  by  principles  governing  enforcement  of  equitable
remedies and, with respect to indemnification against liabilities under the Act,
matters of public policy.

2.15  Actions by the  Company.  The  Company  will not take any action that will
impair the effectiveness of the transactions contemplated by this Agreement.

3. ISSUE, SALE AND DELIVERY OF THE SECURITIES.

3.1  Deliveries  of  Securities.  Certificates  in such form  that,  subject  to
applicable  transfer  restrictions  as described  in the Equity Line  Agreement,
(issued  in such  denominations  and in such  names as the Agent may  direct the
company to issue) for the  Securities,  and the Agent  Securities  (described in
Section 3.4 below),  shall be delivered by the Company to the Escrow Agent, with
copies made  available to the Agent for checking at least one (1) full  business
day prior to the Closing Date, it being  understood that the directions from the
Agent to the Company shall be given at least two (2) full business days prior to
the Closing Date. The  certificates  for the Securities and the Agent Securities
shall be delivered at the Initial Put Closing  Date and at each  subsequent  Put
Closing (as defined in the Equity Line Agreement).

3.2 Escrow of Funds.  Pursuant  to a  separate  form of escrow  agreement  to be
entered into by and between the Company,  the Investor and the escrow agent,  as
defined in the Equity Line  Agreement  ("Escrow  Agreement"  and "Escrow  Agent"
respectively),  the Investor shall place all funds for purchase of Securities in
an escrow  account  set up on  behalf of the  Company.  Pursuant  to the  Escrow
Agreement,  the Investor  shall place all funds for purchase of Securities  with
respect to any Put into such escrow account set up on behalf of the Company, and
the Company shall place all certificates  for the Securities  subject to any Put
into such escrow  account for the benefit of the  Investor.


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With respect to any Put Closing,  at such time as the Investor has  delivered to
the Escrow Agent any necessary Closing documents, the Investor has been approved
by the Company and all other  Closing  conditions  have been met,  Escrow  Agent
shall  release the  subscription  funds and signed  documents to the Company and
release the certificates representing the Securities to the Investor.

3.3 Closing  Date.  The Initial Put Closing Date shall take place at the offices
of Escrow  Agent on the Initial Put Closing Date as specified in the Equity Line
Agreement.  Any  subsequent  Put Closings shall take place at the offices of the
Escrow Agent on each Put Closing Date as specified in the Equity Line Agreement.
The Initial  Put  Closing  Date and any  subsequent  Put Closing  Dates shall be
referred to herein as the "Closing Date."

3.4 Agent's  Compensation.  The Company shall pay the Agent the amounts pursuant
to Section  3.4.1 herein,  which shall be the full amount  payable to the' Agent
for its services, as fees and expenses, in connection with this Offering.

     3.4.1 Cash  Placement  Fee.  Based upon the total  aggregate  amount of the
     Equity Line Agreement  funds received by the Company and which is placed in
     this Offering, the Agent shall be paid:

          (a) a cash placement fee ("Cash Placement Fee") equal to seven percent
          (7%) of the purchase price of any and all Securities  placed up to the
          aggregate  purchase  price  of two  million  dollars  ($2,000,000)  of
          Securities placed,  which shall equal a total of one-hundred and forty
          thousand dollars  ($140,000) for the two million dollars  ($2,000,000)
          of Securities placed;

          (b) a  non-accountable  expense allowance equal to one percent (1%) of
          the  purchase  price  of  any  and  all  Securities  placed  up to the
          aggregate  purchase price of the two million dollars  ($2,000,0000) of
          Securities  placed,  which covers legal and due diligence  expenses of
          the placement (the "Non-Accountable  Expense Allowance," together with
          the Cash Placement Fee; and

          (c) an amount of  securities  (the  "Agent  Securities")  equal to (i)
          three  percent (3%) of all Common  Stock  issued to the Investor  (the
          "Agent  Common  Stock") and (ii) three  percent  (3%) of all  warrants
          issued to the Investor (the "Agent  Warrants"),  subject to adjustment
          as  specified in Section 3.5 below.  The Agent  Warrants and the Agent
          Common  Stock to be  received by the Agent shall be issued to Agent on
          the same terms and conditions as those issued to the Investor pursuant
          to the Equity Line  Agreement,  including the provisions  contained in
          Section  6.1 of the  Equity  Line  Agreement  with  respect to certain
          registration  rights covering the put shares and warrants shares to be
          received by the Investor.

3.5 Payment of Fees.  The Escrow Agent shall be  instructed to pay all Cash Fees
and to deliver all Agent  Securities  pursuant to Section 3.4 of this Agreement,
directly to the Agent from the  proceeds of the Initial Put Closing Date and all
subsequent  Put  Closings,  simultaneous  with the  transfer  of proceeds to the
Company.


3.6 Press Release. The Agent shall have the right to review and comment upon any
press release issued by the Company in connection with the Offering.

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4. OFFERING OF THE SECURITIES ON BEHALF OF THE COMPANY.

4.1 In offering the Securities for sale, the Agent shall offer them solely as an
agent for the  Company,  and such offer shall be made upon the terms and subject
to the conditions set forth in the Offering Documents.  The Agent shall commence
making  such  offer as an agent for the  Company as soon as  possible  following
delivery  of  the  final  Company  approved  offering  Documents  to  Agent  (or
notification  by  Company or its  Counsel  the  latest  version of any  Offering
Documents on Agent's computer system is acceptable for faxing to the Investor).

4.2 The Agent will only make offers to sell the Securities to, or solicit offers
to subscribe for any Securities from,  persons or entities that Agent reasonably
believes are "accredited investors" as defined Regulation D.

5. RIGHT OF FIRST REFUSAL.

The Company hereby grants Agent rights of first refusal as follows:

5.1 The Agent has the night of first  refusal to act as placement  agent for any
future  private  financings  of the Company  under  which the Company  issues or
sells,  or agrees to issue or sell,  for cash (a) any debt or equity  securities
which are convertible into,  exercisable or exchangeable for, or carry the right
to receive  additional  shares of Common  Stock  either  (i) at any  conversion,
exercise or exchange  rate or other price that is based upon and/or  varies with
the  trading  prices of or  quotations  for  Common  Stock at any time after the
initial  issuance  of  such  debt  or  equity  security,  or  (ii)  with a fixed
conversion,  exercise or  exchange  price that is subject to being reset at some
future  date at any time  after  the  initial  issuance  of such  debt or equity
security or upon the  occurrence  of  specified  contingent  events  directly or
indirectly  related to the  business of the Company or the market for the Common
Stock, or (b) any securities of the Company pursuant to an equity line structure
or format  similar in nature to this  Offering  or  otherwise,  excluding  joint
ventures,  mergers,  acquisitions,  or similar transactions;  provided, however,
that the Agent has the right of first refusal to act as placement  agent for any
future private  financings  between the Company and the Investor pursuant to the
Equity Line Agreement,  whether equity securities,  convertible debt securities,
or securities or instruments convertible into or exchangeable for debt or equity
securities of the Company, excluding joint ventures, mergers,  acquisitions,  or
similar  transactions.  The duration of the Agent's right of first refusal under
this  Section 5.1 shall be for a period of two (2) years  following  the Initial
Put Closing Date.

5.2 In the event that the Company wishes to undertake a transaction described in
this  Section  5,  the  Company  must  send  Agent a  written  notice  generally
describing the proposed transaction (whether the transaction is initiated by the
Company  or  is  offered  to  the  Company  by a  third  party),  in  sufficient
specificity to allow the Agent to understand the proposed  transaction  clearly.
This notice, which may be delivered by facsimile or email transmission,  must be
delivered to Agent at least  twenty (20) days prior to the  proposed  closing of
the  transaction.  The Agent shall have  fifteen  (15) days from receipt of that
notice to  determine  whether  or not it wishes to  exercise  its right of first
refusal with respect to that transaction.  The Agent shall notify the Company in
writing of its  decision to exercise  or waive its right of first  refusal  with
respect to the  transaction  described  in the notice.  If the Agent  waives its
right of first refusal with respect to a particular transaction, the Company may
proceed with that transaction;  provided,  however, that if prior to any Closing
in the  proposed  transaction  the terms of the  transaction  are changed in any
material  way from the terms set forth in the notice to the Agent,  the  Agent's
right of first refusal shall commence again. Agent's waiver of its rights of its
rights of first refusal with respect to any specific  transaction  shall not act
as a waiver of its  rights  with  respect  to  future  transactions  within  the
applicable time period.


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5.3 In the event that  Company  breaches  Section 5.1 of this  Agreement,  Agent
shall be  entitled to receive  compensation  based upon the  aggregate  purchase
price of securities placed in such transaction in an amount calculated  pursuant
to Section 3.4  hereof,  excluding,  however,  all  amounts  designated  as Non-
Accountable Expense Allowances.

6. COVENANTS OF THE COMPANY.

The Company covenants and agrees with the Agent that:

6.1  After the date  hereof,  the  Company  will not at any  time,  prepare  and
distribute  any  amendment or  supplement  to the offering  Documents,  of which
amendment or supplement the Agent shall not previously have been advised and the
Agent and its  counsel  furnished  with a copy within a  reasonable  time period
prior to the  proposed  adoption  thereof,  or to which  the  Agent  shall  have
reasonably  objected in writing on the ground that it is not in compliance  with
the Act or the Rules and Regulations (if applicable).

6.2 The Company will pay, whether or not the transactions contemplated hereunder
are  consummated or this  Agreement is prevented  from becoming  effective or is
terminated,   all  costs  and  expenses  incident  to  the  performance  of  its
obligations  under  this  Agreement,  including  all  expenses  incident  to the
authorization  of the Securities and their issue and delivery to the Agent,  any
original  issue taxes in  connection  therewith,  all  transfer  taxes,  if any,
incident to the initial  sale of the  Securities,  the fees and  expenses of the
Company's  counsel  (except  as  provided  below) and  accountants,  the cost of
reproduction  and  furnishing  to the Agent copies of the offering  documents as
herein provided;  provided,  however,  that the Company shall not be responsible
for the direct payment of fees and costs incurred by Agent, including attorney's
fees of or any costs incurred by the Agent's counsel.

6.3 As a condition  precedent to the Initial Put Closing Date,  the Company will
deliver to the Agent a true and correct copy of all documents requested by Agent
included  in Agent's due  diligence  request,  including  but not limited to the
Certificate of Incorporation of the Company, and all amendments and certificates
of designation of preferences of preferred stock,  certified by the Secretary of
State of the State of California.

6.4 Prior to the Closing Date, the Company will cooperate with the Agent in such
investigation  as it may  make or  cause  to be  made of all of the  properties,
business and  operations of the company in  connection  with the offering of the
Securities.  The Company will make available to it in connection  therewith such
information in its possession as the Agent may reasonably request and -will make
available to the Agent such persons as the Agent shall deem reasonably necessary
and  appropriate  in order to verify or  substantiate  any such  information  so
supplied.

6.5 The Company shall be responsible for making any and all filings  required by
the Blue Sky authorities of the State of California and filings  required by the
laws of the  jurisdictions in which the Investor who is accepted for purchase of
Securities are located, if any.

7. NON-CIRCUMVENTION & CONFIDENTIALITY OF PROPRIETARY AGENT INFORMATION.

7.1  Non-Circumvention.  The investor(s) who participate in the Offering and the
other  investor(s)  who are listed on the schedule  attached hereto as Exhibit B
shall be considered,  for purposes of this Agreement, the property of Agent. The
Company  on behalf of  itself,  its  parent  or its  subsidiaries  (collectively
hereinafter  referred  to as  "Company")  agree not to  circumvent,  directly or
indirectly, Agent's relationship with these investor(s),  their parents or any


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of the investor(s) subsidiaries or affiliates (collectively hereinafter referred
to as  "Investor")  and  Company  will not  directly  or  indirectly  contact or
negotiate with the Investor regarding an investment in the Company, or any other
company, and will not enter into any agreement or transaction with Investor,  or
disclose the names of Investor, except as such disclosure may be required by any
law, rule,  regulation,  regulatory body, court or administrative  agency, for a
period of time  beginning  on the date hereof and ending on the date that is two
(2) years after the Initial Put Closing Date without the prior written  approval
of Agent;  provided,  however, that notwithstanding the above, nothing contained
in this Agreement  shall prevent  Company from directly or  indirectly,  selling
securities  to the  Investor  through a public  offering  or from,  directly  or
indirectly,  contacting  or  negotiating  with the Investor in  satisfaction  of
Company's   obligations  under  the  Equity  Line  Agreements  entered  into  in
connection  herewith.  In the event that the Company,  with the Agent's  advance
written  permission  accepts an investment (a "Subsequent  Investment")  from an
Investor or Investors  (other than in a public  offering)  in a placement  being
arranged  without an agent or through an agent  other than the Agent  during the
period  beginning  on the  date  hereof  and  terminating  on the  second  (2nd)
anniversary  of the  Initial Put Closing  Date as  described  in the Equity Line
Agreement, the Company agrees to pay to the Agent a fee equal to six percent(6%)
of all  amounts  invested  by such  Investor(s).  In the event that the  Company
accepts a Subsequent  Investment without the Agent's advance written permission,
the Company  agrees to pay to the Agent a fee equal to eight percent (8%) of all
amounts invested by such Investor(s).

7.2 Specific  Performance  and  Attorney's  Fees. The Company  acknowledges  and
agrees that, if it breaches its obligations  under Sections 7.1,  damages at law
will be an insufficient  remedy to Agent and that Agent would suffer irreparable
damage as a result of such violation. Accordingly, it is agreed that Agent shall
be entitled,  upon application to a court of competent  jurisdiction,  to obtain
injunctive  relief against the breaching party to enforce the provisions of such
sections,  which  injunctive  relief shall be in addition to any other rights or
remedies  available to Agent.  The Company agrees to pay to Agent (severally and
not  jointly)  all  costs  and  expenses  incurred  by  Agent  relating  to  the
enforcement of the terms of Sections 7.1 hereof due to its own actions,  whether
by  injunction,  a suit for  damages  or  both,  including  reasonable  fees and
disbursements of counsel (both at trial and in appellate proceedings).

8. INDEMNIFICATION.

8.1 The Company agrees to indemnify and hold harmless the Agent, each person who
controls  the Agent  within the meaning of Section 15 of the Act and the Agent's
employees, accountants, attorneys and agents (the "Agent's Indemnitees") against
any and all losses, claims,  damages or liabilities,  joint or several, to which
they or any of them may become subject under the Act or the 134 Act or any other
statute  or at  common  law and for  any  reasonable  legal  or  other  expenses
(including the costs of any investigation  and preparation)  incurred by them in
connection with any litigation,  whether or not resulting in any liability,  but
only insofar as such losses, claims,  damages,  liabilities and litigation arise
out of or are based upon (i) the Company's  breach of its obligations  under the
Equity  Line  Agreement  to deliver  shares of Common  Stock to a Investor  upon
submission  by  Investor  of the  required  documentation,  or (ii)  any  untrue
statement of material fact contained in the Offering  Documents or any amendment
or supplement thereto or any application or other document filed in any state or
jurisdiction in order to qualify the Securities under the Blue Sky or securities
laws  thereof,  or the omission to state  therein a material fact required to be
stated  therein  or  necessary  to  make  the  statements  therein,   under  the
circumstances under which they were made, not misleading,  all as of the date of
the  Offering  Documents  or of such  amendment as the case may be, or (iii) any
breach of any  representation,  warranty or covenant made by the Company in this
Agreement,  provided,  however,  that the indemnity  agreement contained in this
Section  8.1  shall  not  apply  to  amounts  paid  in  settlement  of any  such
litigation, if such settlements are made without the consent of the Company (but
no such  settlement  may be made without the Company's  prior  written  consent,
which consent  shall not be  unreasonably  withheld),  nor shall it apply to the
Agent's Indemnitees in respect to any such losses, claims,  damages or


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liabilities  arising out of or based upon any such untrue  statement  or alleged
untrue statement or any such omission or alleged omission,  if such statement or
omission  was made in  reliance  upon  information  furnished  in writing to the
Company by the Agent  specifically for use in connection with the preparation of
the  Offering  Documents  or any such  amendment  or  supplement  thereto or any
application  or other document  filed in any state or  jurisdiction  in order to
qualify  the  Securities  under the Blue Sky or  securities  law  thereof.  This
indemnify  agreement is in addition to any other liability which the Company may
otherwise have to the Agent's Indemnitees. The Agent's Indemnitees agree, within
ten (10) days after the receipt by them of written notice of the commencement of
any action  against  them in respect to which  indemnify  may be sought from the
Company  under  this  Section  8.1,  to notify  the  Company  in  writing of the
commencement of such action; provided,  however, that the failure of the Agent's
Indemnitees  to notify the  Company of any such  action  shall not  relieve  the
Company  from any  liability  which it may have to the  Agent's  Indemnitees  on
account of the indemnity  agreement  contained in this Section 8.1,  except with
respect to any failure  which  irreparably  prejudices  the Company or causes an
event of adjudication  materially adverse to the Company.  The Company shall not
be  relieved  from  any  other  liability  which  it may  have  to  the  Agent's
Indemnitees,  and if the  Agent's  Indemnitees  shall  notify the Company of the
commencement  thereof,  the Company shall be entitled to participate in (and, to
the extent that the Company  shall wish,  to direct) the defense  thereof at its
own  expense,  but such  defense  shall be  conducted  by counsel of  recognized
standing and reasonably  satisfactory to the Agent's  Indemnitees,  defendant or
defendants,  in such  litigation.  The  Company  agrees  to notify  the  Agent's
Indemnitees  promptly  of the  commencement  of any  litigation  or  proceedings
against the Company or any of the  Company's  officers or directors of which the
Company  may be  advised  in  connection  with the  issue and sale of any of the
Securities and to furnish to the Agent's Indemnitees,  at their request,  copies
of all pleadings  therein and to permit the Agent's  Indemnitees to be observers
therein and apprize the Agent's Indemnitees of all developments  therein, all at
the Company's expense.

8.2 With the exception provided below as to indemnity,  the Agent agrees, in the
same manner and as set forth in Section 8.1 above, to indemnify and Company, and
the Company's and Company's  directors,  employees,  accountants,  attorneys and
agents (the  "Company's  Indemnitees")  with respect to (i) any  statement in or
omission from the Offering  Documents or any amendment or supplement  thereto or
any  application  or  other  document  filed  by the  Company  in any  state  or
jurisdiction in order for the Company to qualify,  the Securities under the Blue
Sky or securities laws thereof, or any information furnished pursuant to Section
2.4 hereof,  if such statement or omission was made in reliance upon information
furnished in writing to the Company by the Agent in a document executed by Agent
on its behalf specifically for use in connection with the preparation thereof or
supplement  thereto, or (ii) any untrue statement of a material fact made by the
Agent or its  agents  not  based on  statements  in the  Offering  Documents  or
authorized  in  writing  by the  Company,  or  with  respect  to any  misleading
statement  made by the  Agent  or its  agents  resulting  from the  omission  of
material  facts  which  misleading  statement  is not  based  upon the  Offering
Documents,  and any documents filed with public or  governmental  authorities or
agencies,  and any public press releases or information  furnished in writing by
the Company  or,  (iii) any breach of any  representation,  warranty or covenant
made by the Agent in this  Agreement.  The Agent shall not be liable for amounts
paid in  settlement  of any such  litigation  if such  settlement  was  effected
without its  consent.  In case of the  commencement  of any action in respect of
which indemnity may be sought from the Agent,  the Company's  Indemnitees  shall
have the same  obligation  to have  notice as set forth in  Section  8.1  above,
subject to the same loss of indemnity in the event such notice is not given, and
the Agent shall have the same night to  participate  in (and, to the extent that
it shall wish,  to direct) the  defense of such action at its own  expense,  but
such defense  shall be conducted by counsel of  recognized  standing  reasonably
satisfactory  to  the  Company.   The  Agent  agrees  to  notify  the  Company's
Indemnitees,  at their request,  and to provide copies of all pleadings  therein
and to permit the  Company's  Indemnitees  to be observers  therein and appraise
them of all the developments therein, all at the Agent's expense. As to Damages,
Company  recognizes  that since it is  receiving  the net proceeds of the monies
generated by this placement, that indemnity, if any, to be paid by the Placement
Agent to the Company  shall be strictly  limited to the  Placement  Agent's Cash
Fee,   inclusive  of  attorney  fees  and  costs  of  arbitration  and/or  court
proceedings.


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<PAGE>





9.  LIQUIDATION  DAMAGES.  Company and Agent both  acknowledge  that it would be
extremely  impractical  and  difficult  to  ascertain  the actual  damages to be
suffered by Company if Agent is found by an  arbitrator  or a court of competent
jurisdiction  to  have  breached  any of  the  representations,  warranties  and
covenants  contained  in Section  13 of this  Agreement.  Accordingly,  should a
breach of the representations of Section 13 be proven and Agent found liable for
said breach, Company and Agent hereby agree that the damages shall be limited to
an amount equal to the Cash  Placement Fee received by Agent pursuant to Section
3.4 of this  Agreement  plus the return to the  Company of the Agent  Securities
received by Agent  pursuant to Section 3.4 of this  Agreement (or, to the extent
that the Agent Securities have already been sold by Agent, the value, as defined
below,  of the Agent  Securities),  inclusive of all attorney's fees and cost of
court. For purposes hereof,  the value of the Agent Common Stock shall be deemed
to equal the lesser of (i) the  aggregate  Share Price of any Agent Common Stock
issued to Agent or (ii) the market  value of such Agent Common Stock on the date
that such shares were sold by Agent,  and in either  case,  the Agent may return
such Agent Common  Stock to the Company in lieu of any payment,  as to the value
of such Agent  securities,  for damages  pursuant to this section.  For purposes
hereof,  the value of each Warrant  issued to Agent which has been  exercised by
Agent  shall be the  difference  of (i) the  market  value of the  Common  Stock
received  upon such  exercise  on the date that such  shares were sold by Agent,
minus (ii) the  Exercise  Price of such  Warrant.  This  provision  is not to be
construed as a penalty, but as full liquidated damages under Georgia law.

10.  EFFECTIVENESS  OF AGREEMENT.  This Agreement shall become  effective (i) at
9:00 A.M., Atlanta, Georgia time, on the date hereof or (ii) upon release by the
Agent of the  Securities for offering  after the date hereof,  whichever  occurs
first. The Agent agrees to notify the Company  immediately after the Agent shall
have taken any action by such release or otherwise  wherein this Agreement shall
have become effective.

11.  CONDITIONS OF THE AGENT'S  OBLIGATIONS.  The Agent's  obligations to act as
agent of the Company  hereunder and to find purchasers for the Securities  shall
be subject to the accuracy,  as of the Closing Date, of the  representations and
warranties on the part of the Company herein contained, to the fulfillment of or
compliance by the Company with all covenants and conditions  hereof,  and to the
following additional conditions:

11.1  Counsel to the Agent shall not have  objected in writing or shall not have
failed to give his consent to the Offering Documents (which objection or failure
to give consent shall not have been done unreasonably).

11.2 The  Agent  shall  not have  disclosed  to the  Company  that the  Offering
Documents,  or any amendment thereof or supplement  thereto,  contains an untrue
statement of fact,  which,  in the opinion of counsel to the Agent, is material,
or omits to state a fact which, in the opinion of such counsel,  is material and
is  required  to be  stated  therein,  or is  necessary  to make the  statements
therein, under the circumstances in which they were made, not misleading.

11.3 Between the date hereof and the Closing  Date,  the Company  shall not have
sustained any loss on account of fire, explosion,  flood, accident,  calamity or
any other  cause of such  character  as would  materially  adversely  affect its
business or property considered as an entire entity, whether or not such loss is
covered by insurance.

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11.4  Except as set forth in the  Offering  Documents  , during the time  period
between the date hereof and the  Initial  Put  Closing  Date,  there shall be no
litigation  instituted or threatened against the Company,  and there shall be no
proceeding instituted or threatened against the Company before or by any federal
or  state  commission,   regulatory  body  or  administrative  agency  or  other
governmental body, domestic or foreign,  wherein an unfavorable ruling, decision
or finding would materially adversely effect the business, franchises,  license,
permits,  operations or financial  condition or income of the Company considered
as an entity.

11.5 Except as  contemplated  herein or as set forth in the Offering  Documents,
during the period subsequent to the most recent financial  statements  contained
in the Offering  Documents,  if any, and prior to the Initial Put Closing  Date,
the Company (i) shall have  conducted  its business in all material  respects in
the usual and  ordinary  manner  as the same is being  conducted  as of the date
hereof and (ii) except in the ordinary course of business, the Company shall not
have incurred any liabilities or obligations  (direct or contingent) or disposed
of any  assets,  or  entered  into  any  material  transaction  or  suffered  or
experienced  any  substantially  adverse change in its  condition,  financial or
otherwise.  At the Closing  Date,  the equity  account of the  Company  shall be
substantially  the same as reflected in the most recent balance sheet  contained
in the Offering  Documents  except for reductions  for matters  discussed in the
Equity Line Agreements and without considering the proceeds from the sale of the
Securities other than as may be set forth in the Offering Documents.

11.6 The  authorization of the Securities by the Company and all proceedings and
other  legal  matters  hereto  and  to  this   Agreement   shall  be  reasonably
satisfactory  in all  material  respects  matters to the Agent or counsel to the
Agent,  who  shall  have  furnished  the  Agent on the  Closing  Date  with such
favorable  opinion with respect to the sufficiency of all corporate  proceedings
and other legal matters  relating to this  Agreement as the Agent may reasonably
require,  and the Company shall have furnished such counsel such documents as he
may have  requested  to enable him to pass upon the matters  referred to in this
subparagraph.

11.7 The Company shall have  furnished to the Investor,  with a true and correct
copy to the  Agent,  the  opinion,  dated the  Closing  Date,  addressed  to the
Investor,  from counsel to the Company, as required by the Equity Line Agreement
in substantially the form attached to the Equity Line Agreement as an exhibit.

11.8 The Company shall have  furnished to the Agent a due diligence  certificate
signed by the Chief  Executive  Officer and the Chief  Financial  officer of the
Company, dated as of the Closing Date, to the effect that:

     (i)  the  representations  and  warranties of the Company in this Agreement
          are true and correct in all material respects at and as of the Closing
          Date (other than  representations  and warranties which by their terms
          are  specifically  limited to a date other than the Closing Date), and
          the Company has complied with all the agreements and has satisfied all
          the conditions on its part to be performed or satisfied at or prior to
          the Closing Date; and

     (ii) the Company has  carefully  examined the Offering  Documents,  and any
          amendments and supplements thereto, and, to the best of its knowledge,
          all statements contained in the offering Documents, and any amendments
          and  supplements  thereto,  are  true and  correct,  and  neither  the
          Offering Documents, nor any amendment or supplement thereto,  includes
          any untrue  statement of a material  fact or omits to state a material
          fact required to be stated therein or necessary to make the statements
          therein  under  the   circumstances   in  which  they  were  made  not
          misleading,  and since the date  hereof,  there has  occurred no event
          required  to be set  forth  in an  amended  or  supplemented  offering
          Documents, which has not been set forth; except as set forth in the


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<PAGE>



          offering Documents, since the respective dates as of which the periods
          for which the information is given in the offering Documents and prior
          to the date of such  certificate,  (a) there has not been any material
          adverse change,  financial and otherwise,  in the affairs of condition
          of the Company, and (b) except as disclosed in the Offering Documents,
          the Company  has not  incurred  any  material  liabilities,  direct or
          contingent or entered into any material  transactions,  otherwise than
          in the ordinary course of business; and

     (iii)the Company has provided  true and correct  copies of all documents in
          its  possession or which it could obtain that were  requested by Agent
          pursuant to any due diligence inquiry.

12. TERMINATION.

12.1 This  Agreement  may be terminated by the Agent by notice to the Company in
the event that the  Company  shall have failed or been unable to comply with any
of the material terms, conditions or provisions of this Agreement on the part of
the Company to be  performed,  complied  with  fulfilled  within the  respective
times, if any, herein provided for, unless  compliance  therewith or performance
or  satisfaction  thereof  shall  have  been  expressly  waived  by the Agent in
writing.  However, if any material breach by the Company can be cured within ten
(10) business days,  Agent shall provide the Company such  reasonable  period to
cure.

12.2 This  Agreement  may be terminated by the Company by notice to the Agent in
the event that the Agent shall have materially  failed or been materially unable
to comply with any of the terms,  conditions or provisions of this  Agreement on
the part of the Agent to be  performed,  complied  with or fulfilled  within the
respective  times, if any, herein provided for, unless  compliance  therewith or
performance  or  satisfaction  thereof shall have been  expressly  waived by the
Company in writing. However, if any material breach by Agent can be cured within
ten (10) business days,  Company shall provide Agent such ten (10) business days
to cure.

12.3 This  Agreement  may be terminated by the Agent by notice to the Company at
any time, if, in the reasonable,  good faith judgment of the Agent,  payment for
and delivery of the Securities is rendered impracticable or inadvisable because:
(i) additional material governmental restrictions not in force and effect on the
date hereof shall have been imposed upon trading in securities generally, (ii) a
war or other national  calamity  shall have occurred,  or (iii) the condition of
the market (either  generally or with reference to the sale of the Securities to
be offered  hereby) or the condition of any matter  affecting the Company or any
other  circumstance  is such  that it would  be  undesirable,  impracticable  or
inadvisable,  in the judgment of the Agent,  to proceed  with this  Agreement or
with the Offering.

12.4 Any  termination  of this  Agreement  pursuant to this  Section 12 shall be
without  liability  of any  character  (including,  but not  limited to, loss of
anticipated profits or consequential  damages) on the part of any party thereto,
except that the Company  shall  remain  obligated  to pay the costs and expenses
provided  to be paid by it  specified  in  Sections 3 ; and the  Company and the
Agent shall be obligated to pay,  respectively,  all losses,  claims, damages or
liabilities,  joint or several, under Section 8.1 in the case of the Company and
Section 8.2 in the case of the Agent.

13. AGENT'S REPRESENTATIONS,  WARRANTIES AND COVENANTS. The Agent represents and
warrants to and agrees with the Company that:

13.1 The  Placement  Agent is a limited  liability  company duly  organized  and
existing under the laws of the state of Utah. The Placement  Agent is a licensed
NASD broker-dealer, and a member of SIPC.


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<PAGE>




13.2  There  is not now  pending  or  threatened  or to the  Agent's  knowledge,
contemplated  against the Agent any action or  proceeding of which the Agent has
been  advised,  either  in any  court  of  competent  jurisdiction,  before  the
Commission or before any state securities commission or the NASD, concerning the
Agent's  activities  which would  impair the ability of the Agent to conduct the
Offering as contemplated by this Agreement.

13.3 In the event any action or  proceeding of the type referred to Section 13.2
above shall in be instituted  or threatened  against the Agent at any time prior
to the  Closing  Date or, in the event  there  shall be filed by or against  the
Agent in any court, pursuant to any federal,  state, local or municipal statute,
a  petition  in  bankruptcy  or  insolvency  or for  reorganization  or for  the
appointment  of a receiver  or  trustee  of its assets or if the Agent  makes an
assignment  for the benefit of creditors,  the Company shall have the right,  on
three (3) days' written notice to the Agent, to terminate this Agreement without
any  liability to the Agent of any kind,  except for the payment of all expenses
provided herein.

13.4 Agent understands and acknowledges that prior to issuance,  the Equity Line
Agreement is not being  registered under the Act, and that the Offering and sale
of the Equity Line  Agreement is to be conducted  pursuant to Regulation D under
the Securities Act of 1933, as amended, (the "Act").  Accordingly, in conducting
its activities under this Agreement.

     (a)  Agent has not offered or placed and will not offer or place the Equity
          Line  Agreement  or the  Securities  that may issue  therefrom  to any
          investor which Agent does not have reasonable  grounds to believe,  or
          does not believe, is an, "Accredited  Investor," within the meaning of
          Regulation D under the Act.

     (b)  Agent has not offered or placed and will not offer or place the Equity
          Line Agreement by means of any form of general solicitation or general
          advertising, including, but not limited to, the following:

          (1)  any  advertisement   article,   notice  or  other   communication
               published  in  any  newspaper,  magazine  or  similar  medium  or
               broadcast over television or radio; and

          (2)  any seminar or meeting whose  attendees  have been invited by any
               general solicitation or general advertising.

     (c)  Agent will not solicit or accept the subscription of any person unless
          immediately  before accepting such  subscription  Agent has reasonable
          grounds  to  believe  and does  believe  that (i)  such  person  is an
          Accredited Investor and (ii) all representations  made and information
          furnished  by such  person in the Equity  Line  Agreement  and related
          documents are true and correct in all material respects.

     (d)  Agent will not solicit any  purchasers  of any  securities  unless the
          Offering Documents are furnished to such prospective purchaser.

     (e)  Upon notice from the Company that the Offering  Documents are required
          to be amended or supplemented, Agent will immediately cease use of the
          Offering   Documents  until  Agent  has  received  such  amendment  or
          supplement and thereafter will make use of the Offering Documents only
          as so amended or  supplemented,  and Agent will deliver a copy of such
          amendment or supplement to each prospective investor to whom a copy of
          the Offering  Documents had previously been delivered (and who has not
          returned such copy).

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<PAGE>



     (f)  Agent  will  use its best  efforts  to  conduct  the  offering  of the
          Securities in a manner that will allow the availability of the private
          offering  exemption  from federal  securities  regulation  provided by
          Regulation D promulgated under the Securities Act of 1933, as amended.

     (g)  Agent will notify the Company in writing promptly when any event shall
          have  occurred  during  the  Offering  Period as a result of which any
          representation or warranty of the Agent herein would not be true.

13.5 Neither the Agent nor any of its  affiliates  or  controlling  persons will
take  any  action  that  will  impair  the  effectiveness  of  the  transactions
contemplated by this Agreement.

13.6 All corporate  actions by Agent  required for the  execution,  delivery and
performance  of this  Agreement  have been taken.  The execution and delivery of
this Agreement by the Agent,  the observance and  performance  thereof,  and the
consummation  of  the  transactions  contemplated  herein  or  in  the  Offering
Documents  do not and will not  constitute  a material  breach of, or a material
default under, any instrument or agreement by which the Agent is bound, and does
not and will not, to the best of the Agent's knowledge,  contravene any existing
law,  decree or order  applicable to it. This Agreement  constitutes a valid and
binding agreement of Agent, enforceable in accordance with its terms.

13.7 Agent understands that the Company is relying upon Agent's  representations
and  warranties in connection  with the Offering and the sale of the Equity Line
Agreement and the underlying Securities contemplated by this Agreement.

13.8 Agent's  representations and warranties under this Section 13 shall be true
and correct as of the Closing, and shall survive the Closing indefinitely.

14. COMPANY ACKNOWLEDGMENT.

14.1 Company  understands  and  acknowledges  that the  Investor,  in their sole
discretion,  may  elect  to hold  the  Securities  underlying  the  Equity  Line
Agreement for various  periods of time,  as provided in the Offering  Documents,
and the Company  further  acknowledges  that Agent makes no  representations  or
warranties  as to how long the  Securities  will be held by each Investor or the
Investors' trading history or investment strategies.

14.2 The  number of shares  of Common  Stock,  as  defined  in the  Equity  Line
Agreement, that the Company may be obligated to issue on the Initial Put Closing
Date,  as defined in the Equity Line  Agreement  may increase  substantially  in
certain circumstances,  including the circumstance in which the trading price of
the Common Stock declines.  The Company's  executive officers and directors have
studied  and fully  understand  the nature of the Equity  Line  Agreement,  this
Agreement and the Securities  being sold thereunder and recognize that they have
a potential dilutive effect. The board of directors of the Company has concluded
in its good faith business  judgment that such issuance is in the best interests
of the Company.

14.3 Company  understands that there is no assurance as to how the market and/or
market makers will respond to the purchase and sale of the Securities underlying
the Equity Line Agreement.

14.4 Company  acknowledges  that Agent has not made (either  directly or through
any  agent or  representative)  any  representations,  warranties  or  covenants
contrary to sections  14.1 through 14.3 and that Agent has  disclosed  the risks
inherent in the structure of the offering including,  without limitation,  risks
associated with the activities contemplated in Sections 14.1 through 14.3.


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<PAGE>




14.5 Company  acknowledges  that due to the increase in the possible issuance of
shares of the  Company's  Common  Stock  during the  course of the  Equity  Line
Agreement,  an  issuance of more than twenty  percent  (20%) of the  outstanding
Common Stock of Company could occur.

14.6 Company acknowledges that this Offering will not be deemed to be integrated
with any prior  placement  of  securities  by the Company  under Rule 502 of the
Securities Act of 1933 or other applicable law.

15. NOTICES. Except as otherwise expressly provided in this Agreement:

15.1 Whenever notice is required by the provisions of this Agreement to be given
to the Company, such notice shall be in writing, addressed to the Company, at:

         If to Company:                              With a Copy to:

         Attn:  Bruce D. Stuart, CEO                 Attn:
         Staruni Corporation
         1642 Westwood Boulevard
         Los Angeles, California 90024

15.2 Whenever notice is required by the provisions of this Agreement to be given
to the Agent, such notice shall be given in writing, addressed to the Agent, at:

         If to the Agent:                            With a Copy to:

         Attn:Gregory Bartko, CEO                    Attn:
         Capstone Partners, L.C.
         3475 Lenox Road, Suite 400
         Atlanta, Georgia 30326

15.3 Any notice  instructing the Escrow Agent to distribute monies or Securities
held in Escrow must be signed by  authorized  agents of both the Company and the
Agent in order to be valid.

16. MISCELLANEOUS.

16.1 Benefit. This Agreement is made solely for the benefit of the Agent and the
Company,  their  respective  officers and directors and any  controlling  person
referred  to in  Section  15 of the  Act and  their  respective  successors  and
assigns, and no other person may acquire or have any night under or by virtue of
this Agreement,  including,  without limitation,  the holders of any Securities.
The  term  "licensor"  or the  term  "successors  and  assigns"  as used in this
Agreement shall not include any purchasers, as such, of any of the Securities.

16.2  Survival.  The  respective   indemnities,   agreements,   representations,
warranties,  covenants and other statements of the Company and the Agent, or the
officers,  directors or controlling  persons of the Company and the Agent as set
forth in or made pursuant to this Agreement and the indemnity  agreements of the
Company  and the  Agent  shall  survive  and  remain in full  force and  effect,
regardless of (i) any  investigation  made by or on behalf of the Company or the
Agent or any such officer,  director or controlling  person of the Company or of
the Agent; (ii) delivery of or payment for the Securities;  or (iii) the Closing
Date, and any successor of the Company or the Agent or any  controlling  person,
officer  or  director  thereof,  as the case may be,  shall be  entitled  to the
benefits hereof.


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16.3 Governing Law, Jurisdiction and Arbitration.  The validity,  interpretation
and  construction of this Agreement and of each party hereof will be governed by
the laws of the State of Georgia.  Any  controversy  or claim  arising out of or
related to this  Agreement  or the breach  thereof,  shall be settled by binding
arbitration  in Atlanta,  Georgia in  accordance  with the rules of the Judicial
Arbitration & Mediation  Services'  Eastern  Regional Office located in Atlanta,
Georgia ("JAMS"). A proceeding shall be commenced upon written demand by Company
or the Agent to the other.  The  arbitrators)  shall enter a judgment 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
arbitrators)  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
arbitrators).  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  arbitrators)  shall be final and
binding upon the parties and may be enforced in any court having jurisdiction.

16.4 Counterparts. This Agreement may be executed in any number of counterparts,
each of  which  may be  deemed  an  original  and  all of  which  together  will
constitute one and the same instrument.

16.5   Confidential   Information.   All  confidential   financial  or  business
information  (except  publicly  available or freely  usable  material  otherwise
obtained from another source) respecting either party will be used solely by the
other party in  connection  with the within  transactions,  be revealed  only to
employees or contractors of such other party who are necessary to the conduct of
such transactions, and be otherwise held in strict confidence.

16.6  Public   Announcements.   Neither  party  hereto  will  issue  any  public
announcement  concerning the within transactions  without the review and comment
of the other  party.  The Agent shall have the right to review and comment  upon
any press release issued by the Company in connection with the Offering.

16.7  Finders.   Company  represents  that  it  is  not  obligated  to  pay  any
compensation or other fees, costs or related  expenditures in cash or securities
in  excess  of  $20,000  to any  underwriter,  broker,  agent,  finder  or other
representative  other than Agent.  Company  agrees to  indemnify  the Agent with
respect to any other  claim for a fee in  connection  with the  Offering.  Agent
agrees to  indemnify  the Company  with  respect to any claim for a finder's fee
that arises  because of Agent's  agreement  to pay a fee to the person or entity
making such claim.

16.8 Recitals.  The recitals to this  Agreement are a material part hereof,  and
each recital Is incorporated into this Agreement by reference and made a part of
this Agreement.

17. ESCROW AGENT FEES. The Company hereby agrees to pay the Escrow Agent for the
opening and  maintenance  of the Escrow  Account,  incidental  expenses  and all
services provided by the Escrow Agent under the Escrow  Agreement,  of even date
herewith,  by and between the Company,  the Investor and the Escrow  Agent.  The
Company  agrees to pay the  Escrow  Agent  reasonable  fees,  including  fees of
counsel  on  behalf of the  Investor  for the  preparation  of the  Equity  Line
Agreement and related documents,  which fees shall equal two percent (2%) of the
total amount of funding provided to the Company by the Investor under the Equity
Line Agreement (collectively,  "Escrow Fees") . The Company does hereby agree to
indemnify and hold the Agent harmless as to the payment of any such Escrow Fees,
in accordance with the provisions of Section 8.1 of this Agreement.

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          IN WITNESS WHEREOF, the parties hereto have duly caused this Placement
     Agent Agreement to be executed as of the day and year first above written.

"THE COMPANY"
STARUNI CORPORATION


By: /s/ Bruce D. Stuart
   ---------------------------------------
Bruce D. Stuart, CEO



"THE AGENT"
CAPSTONE PARTNERS, L.C.


By: /s/ Gregory Bartco
   --------------------------------------
Gregory Bartco, CEO

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