Exhibit 10.3
                              CONSULTING AGREEMENT

     AGREEMENT, made as of September 6, 2000 by and between Observation Capital,
a  Delaware  corporation  with  offices  at 300 West  Pruitt  Street,  Baltimore
Maryland  21201  (the   "Consultant")  and  STARUNI   CORPORATION  a  California
corporation  with offices at 1642  Westwood  Blvd.,  Los Angeles,  CA 90024 (the
"Company").

                                   WITNESSETH

     WHEREAS  the  Company  desires to retain  Consultant  to render  consulting
services, including services related to public relations and investor relations;
and

     WHEREAS  Consultant is willing to perform such  consulting  services on the
terms and conditions herein contained.

     NOW, THEREFORE,  in consideration of the premises herein and other good and
valuable considerations, the parties agree as follows:

1. ENGAGEMENT

     The Company  hereby engages  Consultant and Consultant  hereby accepts such
engagement as a consultant to render the consulting services set forth below, as
requested  by the  Company,  and in  furtherance  of the  business  goals of the
Company.

2. CONSULTANT DUTIES

     Consultant  shall at the request of the Company,  provide public  relations
through a buy  program.  Consultant  is  committed to serving the Company with a
best effort obligation.

     Such services  shall include  consulting  and advice.  The Company may also
render the  following  services at the  request of the Company  under a separate
contract:

         Publicity Luncheons                Research
         Industry Expos                     Web Site Exposure

3. COMPENSATION

     As  full  compensation  for  the  services  to be  rendered  by  Consultant
hereunder,  Consultant  shall be paid,  and  Consultant  agrees to  accept,  the
following: 200,000 Shares "SRUN".

4. ACTIVITIES

     (a)  Throughout  the Term of this  Agreement,  Consultant  may  provide the
officers,  directors,  employees or designees of the Company with verbal reports
concerning its activities.

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5. THIRD PARTIES

     The Company acknowledges that, in connection with its engagement hereunder,
Consultants may introduce the Company to third parties who may transact business
with the Company and/or assist  Consultant in providing  consulting  services to
the Company  hereunder.  The Company  hereby agrees that it will not do business
with  any  party  introduced  to it by  Consultant,  other  than by and  through
Consultant.

6. CONFIDENTIAL INFORMATION

     The Company agrees to promptly provide and fully disclose to Consultant any
and all information  regarding the Company which  Consultant  deems pertinent to
its engagement hereunder.

     Consultant   acknowledges  that  any  and  all  confidential  knowledge  or
information  concerning  the  Company  and  its  affairs  obtained  by  it,  its
principals,  employees  and/or  contractors  in the  course  of  its  engagement
hereunder  will be held  inviolate  by it and that it will conceal the same from
any  and all  other  persons  and  entities,  including,  but  not  limited  to,
competitors  of the  Company and that it will not impart any such  knowledge  to
anyone.

     As used herein,  "confidential  knowledge or informational"  means: (a) all
information  regarding  the  Company  which is not  generally  available  to the
public;  and (b) all  information  regarding  the Company  which was received by
Consultant from a source with confidentiality obligations to the Company.

7. CONSULTANT STATUS

     Consultant  acknowledges  that it is  providing  services  hereunder  as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of its services hereunder shall be its sole responsibility.
Consultant  further agrees that nothing  herein shall create a  relationship  of
partners or joint ventures  between  Consultant  and the Company and,  except as
otherwise  set  forth  hereinndthing   herein  shall  be  deemed  to  authorized
Consultant  to obligate  or bind the  Company to any  convert  without the prior
written consent of the, Company in each instance.

8. INDEMNIFICATION

     The Company shall hold harmless and indemnify  Consultant  from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including  but not  limited  to,  the  Payment  and  advancement  of  reasonable
attorney's  fees,  resulting  from,  or incurred in  connection  with claim made
against  Consultant  relating to the  performance of its duties  hereunder.  The
Consultant will follow all SEC and NASD laws.

     IN WITNESS  WHEREOF the parties  have caused this  Agreement to be executed
and delivered as of the date first above written.

By: /s/ Wm. James Daniels                   By: /s/  Bruce Stuart
   -----------------------------               --------------------------------
Wm. James Daniels for                       Bruce Stuart for
Observation Capital                         Staruni Corporation

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