EXHIBIT E

THIS COMMON STOCK PURCHASE  WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS COMMON STOCK PURCHASE  WARRANT,  AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED  ONLY (A) TO THE
COMPANY,  (B) PURSUANT TO AN EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES
ACT, OR (C) IF REGISTERED  UNDER THE  SECURITIES  ACT AND ANY  APPLICABLE  STATE
SECURITIES LAWS. IN ADDITION,  A SECURITIES PURCHASE  AGREEMENT,  DATED THE DATE
HEREOF,  A COPY OF WHICH  MAY BE  OBTAINED  FROM THE  COMPANY  AT ITS  PRINCIPAL
EXECUTIVE  OFFICE,  CONTAINS  CERTAIN  ADDITIONAL  AGREEMENTS AMONG THE PARTIES,
INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE
HOLDER.


                                  STARUNI CORP.

                          COMMON STOCK PURCHASE WARRANT

No.                                           Warrant to Purchase         Shares



         STARUNI  CORP.,  a  California  corporation  (the  "Company"),   hereby
certifies  that,  for  value  received,   _________________________________   or
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company at any time or from time to time during the period commencing  September
, 2000 and ending  September , 2004 (the  "Exercise  Period"),  at the  Purchase
Price(as  hereinafter  defined),  eight hundred thousand (800,000) shares of the
fully paid and nonassessable  shares of Common Stock of the Company.  The number
and character of such shares of Common Stock and the Purchase  Price are subject
to adjustment as provided herein.

         This Warrant (this "Warrant";  such term to include any warrants issued
in substitution therefor) is one of a series of    warrants issued in connection
with that  certain  Private  Equity Line of Credit  dated of even date  herewith
among the initial Holder hereof, the Company and certain other parties thereto.

         Capitalized  terms used  herein not  otherwise  defined  shall have the
meanings ascribed thereto in the Agreement.  As used herein the following terms,
unless the context otherwise requires, have the following respective meanings:

                  (a) The term "Agreement" refers to that certain Private Equity
         Line of Credit  Agreement  dated the date  herewith  among the  initial
         Holder hereof, the Company and certain other parties hereto.

                  (b) The term  "Company"  shall include  Staruni Corp.  and any
         corporation  that  shall  succeed  or assume  the  obligations  of such
         corporation hereunder.

                  (c) The term "Common Stock" includes (a) the Company's  common
         stock,  no par per share,  (b) any other  capital stock of any class or
         classes  (however  designated)  of the Company,  authorized on or after


                                    10.6 - 1
<PAGE>



         such  date,  the  Holders  of  which  shall  have  the  right,  without
         limitation as to amount,  either to all or to a share of the balance of
         current  dividends  and  liquidating  dividends  after the  payment  of
         dividends and  distributions on any shares entitled to preference,  and
         the Holders of which shall ordinarily, in the absence of contingencies,
         be entitled to vote for the  election of a majority of directors of the
         Company  (even  though the right so to vote has been  suspended  by the
         happening  of such a  contingency)  and (c) any other  securities  into
         which or for which any of the securities described in (a) or (b) may be
         converted  or  exchanged  pursuant  to  a  plan  of   recapitalization,
         reorganization, merger, sale of assets or otherwise.

                  (d) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person  (corporate or otherwise) that the Holder of this Warrant at any
         time shall be  entitled  to  receive,  or shall have  received,  on the
         exercise of this Warrant, in lieu of or in addition to Common Stock, or
         that at any time  shall  be  issuable  or shall  have  been  issued  in
         exchange  for or in  replacement  of Common  Stock or Other  Securities
         pursuant to Section 3 or otherwise.

                  (e) The term "Purchase  Price" means 120% of the Market Price;
         and the term  "Market  Price"  shall have the  meaning set forth in the
         Agreement and shall be  calculated  based upon the Market Price for the
         Put  Shares  which are  issued to the  Holder  simultaneously  with the
         issuance of these Warrants.

                  (f) The term "Registration  Statement" means that Registration
         Statement   defined  in  a  certain   Registration   Rights   Agreement
         ("Registration Rights Agreement") between the Company and the Holder of
         even date.
                  1.       Exercise of Warrant.
                  1.1.     Method of Exercise.

                  (a) This Warrant may be exercised in whole or in part (but not
         as to a fractional share of Common Stock), at any time and from time to
         time during the Exercise  Period by the Holder  hereof by delivery of a
         notice of exercise (a "Notice of Exercise") in the form attached hereto
         as Exhibit A via facsimile to the Company specifying the Purchase Price
            ---------
         (the "Exercise Price").  This Warrant is a "cashless" Warrant, and upon
         exercise of the  Warrant the Holder  shall not be required to make cash
         payment to the Company  for the shares of Common  Stock  issuable  upon
         such exercise.  Rather, upon exercise,  the Holder shall be entitled to
         receive,  one or more  certificates,  issued in the Holder's name or in
         such name or names as the Holder may direct, subject to the limitations
         on transfer  contained herein, for the number of shares of Common Stock
         so  purchased,  less the  number of shares  equivalent  in value to the
         Purchase Price of the Warrants determined by applying the Market Price.
         The number of shares of Common Stock  constituting  the Purchase  Price
         shall be set forth in the Notice of Exercise  along with the net number
         of shares to be delivered to the Holder.  The shares of Common Stock so
         purchased  shall be deemed to be issued as of the close of  business on
         the date on which the  Company  shall  have  received  from the  Holder
         payment of the Exercise Price (the "Exercise Date").

                                    10.6 - 2
<PAGE>



                  (b) Notwithstanding anything to the contrary set forth herein,
         upon  exercise of all or a portion of this Warrant in  accordance  with
         the terms  hereof,  the  Holder  shall not be  required  to  physically
         surrender  this Warrant to the  Company.  Rather,  records  showing the
         amount so exercised  and the date of exercise  shall be maintained on a
         ledger in the form of Annex B attached hereto (a copy of which shall be
                               -------
         delivered  to the  Company  or  transfer  agent  with  each  Notice  of
         Exercise).  It is  specifically  contemplated  that the Company  hereof
         shall act as the  calculation  agent for all exercises of this Warrant.
         In the event of any dispute or discrepancies,  such records  maintained
         by the Company shall be controlling and determinative in the absence of
         manifest  error.  The Holder and any  assignee,  by  acceptance of this
         Warrant,  acknowledge  and agree that,  by reason of the  provisions of
         this paragraph, following an exercise of a portion of this Warrant, the
         number of shares of Common  Stock  represented  by this Warrant will be
         the amount indicated on Annex B attached hereto (which may be less than
                                 -------
         the amount stated on the face hereof).

                  1.2.  Regulation D Restrictions.  The Holder hereof represents
         and  warrants  to the Company  that it has  acquired  this  Warrant and
         anticipates acquiring the shares of Common Stock issuable upon exercise
         of the Warrant solely for its own account for  investment  purposes and
         not with a view to or for resale of such securities  unless such resale
         has been registered  with the Commission or an applicable  exemption is
         available therefor. At the time this Warrant is exercised,  the Company
         may  require  the  Holder  to  state in the  Notice  of  Exercise  such
         representations  concerning  the Holder as are necessary or appropriate
         to assure compliance by the Holder with the Securities Act.

         2.       Delivery  of  Stock  Certificates  on  Exercise.  As  soon  as
practicable  after the  exercise  of this  Warrant,  the  Company at its expense
(including the payment by it of any applicable  issue,  stamp or transfer taxes)
will cause to be issued in the name of and delivered to the Holder thereof,  or,
to the extent  permissible  hereunder,  to such other  person as such Holder may
direct,  a  certificate  or  certificates  for the  number  of  fully  paid  and
nonassessable  shares of Common Stock (or Other Securities) to which such Holder
shall be entitled on such  exercise,  plus, in lieu of any  fractional  share to
which such Holder  would  otherwise  be  entitled,  cash equal to such  fraction
multiplied by the then applicable Purchase Price,  together with any other stock
or other securities and property  (including  cash,  where  applicable) to which
such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

         3.       Adjustment of Purchase Price In Certain  Events.  The Purchase
Price  to be  paid  by the  Holder  upon  exercise  of  this  Warrant,  and  the
consideration to be received upon exercise of this Warrant, shall be adjusted in
case at any time or from time to time for Capital Reorganizations as provided in
the Agreement as if such provisions were specifically set forth herein.

         4.       No  Impairment.  The  Company  will not, by  amendment  of its
Articles of  Incorporation  or through any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of

                                    10.6 - 3
<PAGE>



the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the  taking of all such  action as may be
necessary  or  appropriate  in order to protect the rights of the Holder of this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the  Company  (a)  will  not  increase  the par  value  of any  shares  of stock
receivable on the exercise of this Warrant above the amount payable  therefor on
such exercise,  (b) will take all such action as may be necessary or appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable  shares of stock on the exercise of this Warrant, and (c) will not
transfer  all or  substantially  all of its  properties  and assets to any other
person  (corporate or otherwise),  or  consolidate  with or merge into any other
person or permit any such person to  consolidate  with or merge into the Company
(if the Company is not the  surviving  person),  unless such other  person shall
expressly assume in writing and will be bound by all the terms of this Warrant.

         5.       Notices of Record Date. In the event of

                           (a) any  taking  by the  Company  of a record  of the
                  Holders  of  any  class  or  securities  for  the  purpose  of
                  determining  the Holders  thereof who are  entitled to receive
                  any dividend or other distribution,  or any right to subscribe
                  for,  purchase or otherwise acquire any shares of stock of any
                  class or any other  securities or property,  or to receive any
                  other right, or

                           (b) any capital  reorganization  of the Company,  any
                  reclassification  or  recapitalization of the capital stock of
                  the Company or any  transfer of all or  substantially  all the
                  assets of the  Company  to or  consolidation  or merger of the
                  Company with or into any other person, or

                           (c) any   voluntary   or   involuntary   dissolution,
liquidation  or  winding-up  of the  Company,  then and in each  such  event the
Company  will mail or cause to be mailed to the Holder of this  Warrant a notice
specifying  (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and character of
such  dividend,  distribution  or  right,  and (ii)  the date on which  any such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation or winding-up is to take place, and the time,
if any, as of which the Holders of record of Common Stock (or Other  Securities)
shall be entitled to exchange their shares of Common Stock (or Other Securities)
for   securities  or  other  property   deliverable   on  such   reorganization,
reclassification,    recapitalization,    transfer,    consolidation,    merger,
dissolution,  liquidation or winding-up. Such notice shall be mailed at least 20
days  prior to the date  specified  in such  notice on which any action is to be
taken.

         6.       Reservation  of Stock  Issuable on  Exercise  of Warrant.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery on the exercise of this  Warrant,  all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of this Warrant.

         7.       Exchange  of  Warrant.  On  surrender  for  exchange  of  this
Warrant,  properly  endorsed and in compliance with the restrictions on transfer

                                    10.6 - 4
<PAGE>



set forth in the legend on the face of this Warrant, to the Company, the Company
at its expense will issue and deliver to or on the order of the Holder thereof a
new  Warrant of like  tenor,  in the name of such  Holder or as such  Holder (on
payment by such Holder of any applicable transfer taxes) may direct,  calling in
the  aggregate  on the face or faces  thereof for the number of shares of Common
Stock called for on the face of the Warrant so surrendered.

         8.       Replacement  of  Warrant.  On receipt of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9.       Remedies.  The Company  stipulates that the remedies at law of
the Holder of this Warrant in the event of any default or threatened  default by
the Company in the  performance  of or compliance  with any of the terms of this
Warrant  are  not  and  will  not  be  adequate,  and  that  such  terms  may be
specifically  enforced by a decree for the specific performance of any agreement
contained  herein or by an  injunction  against a violation  of any of the terms
hereof or otherwise.

         10.      Negotiability,  etc. This Warrant is issued upon the following
terms, to all of which each Holder or owner hereof by the taking hereof consents
and agrees:  (a) title to this Warrant may be  transferred  by  endorsement  and
delivery  in  the  same  manner  as  in  the  case  of a  negotiable  instrument
transferable by endorsement and delivery.

                           (b) any person in possession of this Warrant properly
                  endorsed is authorized to represent  himself as absolute owner
                  hereof and is empowered to transfer  absolute  title hereto by
                  endorsement  and  delivery  hereof  to a bona  fide  purchaser
                  hereof  for  value;  each  prior  taker  or owner  waives  and
                  renounces  all of his  equities  or rights in this  Warrant in
                  favor of each  such bona  fide  purchaser,  and each such bona
                  fide purchaser shall acquire  absolute title hereto and to all
                  rights represented hereby;

                           (c) until this Warrant is transferred on the books of
                  the  Company,  the  Company  may treat the  registered  Holder
                  hereof  as  the  absolute   owner  hereof  for  all  purposes,
                  notwithstanding any notice to the contrary; and

                           (d) notwithstanding  the foregoing,  this Warrant may
                  not be sold,  transferred  or assigned  except  pursuant to an
                  effective  registration  statement under the Securities Act or
                  pursuant to an applicable exemption therefrom.

         11.      Registration  Rights. The Company is obligated to register the
shares of Common Stock issuable upon exercise of this Warrant in accordance with
the terms of the Registration Rights Agreement.


                                    10.6 - 5
<PAGE>



         12.      Notices. All notices and other communications from the Company
to the  Holder of this  Warrant  shall be mailed by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

         13.      Miscellaneous.  This  Warrant  and  any  term  hereof  may  be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of such change, waiver,  discharge
or  termination  is sought.  This  Warrant  shall be  construed  and enforced in
accordance  with and governed by the internal laws of the State of New York. The
headings in this Warrant are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof. The invalidity or  unenforceability
of any provision hereof shall in no way affect the validity or enforceability of
any other provision.




                            [Signature Page Follows]


































                                    10.6 - 6
<PAGE>



DATED as of September _____, 2000.

                                            STARUNI CORP.

                                            By:
                                            Name:
                                            Title:

[Corporate Seal]

Attest:

By:
      Secretary










































                                    10.6 - 7
<PAGE>



                                    EXHIBIT A
                    FORM OF NOTICE OF EXERCISE - WARRANT
                    ------------------------------------
     (To be executed only upon exercise of the Warrant in whole or in part)

To:      STARUNI CORP.

         The undersigned  registered  Holder of the accompanying  Warrant hereby
exercises  such  Warrant or  portion  thereof  for,  and  purchases  thereunder,
____________(1) shares of Common Stock (as defined in such Warrant) and herewith
makes payment  therefor in the amount and manner set forth below, as of the date
written below. The undersigned requests that the certificates for such shares of
Common    Stock   be   issued   in   the   name   of,    and    delivered    to,
_________________________ whose address is _______________________.
         The Exercise  Price for the shares of Common Stock issued on account of
this exercise of Warrant shall be in the amount of $________.
         The number of shares to be issued  hereunder less shares  equivalent to
the Exercise Price, as determined in this Warrant, is______________________ .


Dated:  ____________________
                                     (Name must conform to name of Holder as
                                      specified on the face of the Warrant)
                                     By:
                                        ------------------------------------
                                     Name:
                                          ----------------------------------
                                     Title:
                                           ---------------------------------
                                     Address of Holder:
                                                       ---------------------

                                                       ---------------------

                                                       ---------------------
Date of exercise:
                 ---------------------
C:\Edgarizing\New\staruniwarrantf\starnuiwarrantexE.wpd
-----------------------
(1)      Insert  the  number  of  shares  of  Common   Stock  as  to  which  the
accompanying  Warrant is being exercised.  In the case of a partial exercise,  a
new  Warrant  or  Warrants  will  be  issued  and  delivered,  representing  the
unexercised portion of the accompanying  Warrant, to the holder surrendering the
same.










                                    10.6 - 8