ESCROW AGREEMENT
                                ----------------
         ESCROW  AGREEMENT (the "Escrow  Agreement")  made as of the 28th day of
                                 -----------------
September,  2000, by and among Staruni  Corporation,  a California  corporation,
with offices at 1642  Westwood  Bouelvard,  Los Angeles,  California  90024 (the
"Company"),  Boat Basin  Investors LLC, a limited  liability  company  organized
 -------
under the laws of Nevis (the  "Investor"),  and Novack Burnbaum Crystal LLP with
                               --------
offices at 300 East 42nd Street,  New York, New York 10017, as escrow agent (the
"Escrow Agent").
 ------------
                              W I T N E S S E T H:
                              --------------------
         WHEREAS,  the Company  desires to raise capital in order to finance the
growth of its business operations and for other general corporate purposes;

         WHEREAS,  the  Investor  will  from  time to time as  requested  by the
Company,  purchase shares of the Company's  common stock, no par value per share
(the  "Common  Stock"),  from the  Company  and will be issued Put  Warrants  in
conjunction  with the  purchase of such  shares of Common  Stock as set forth in
that certain Private Equity Line of Credit Agreement (the "Purchase  Agreement")
dated the date hereof between the Investor and the Company, which shares will be
issued pursuant to the terms and conditions  contained in the Purchase Agreement
and herein; and

         WHEREAS,  pursuant  to the  Purchase  Agreement,  the  Company  and the
Investor have requested that the Escrow Agent receive from the Company,  hold in
escrow and ultimately deliver, as applicable, the Put Warrants, and have further
requested  that upon each Put, the Escrow Agent  receive,  hold,  and ultimately
deliver, the relevant number of Put Shares.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowl-edged,  the  parties  to this  Escrow
Agreement hereby agree as follows:

                      1.   Defined  Terms.   Capitalized   terms  used  and  not
                           --------------
otherwise  defined  herein  shall  have  the  meanings  respectively assigned to
them in the Purchase Agreement.

                      2.   (a)      Escrow of Put Warrants.  On or prior to each
                                    ----------------------
Put Closing  Date,  the Company shall issue and deliver or cause to be delivered
to the Escrow  Agent such number of Put  Warrants  as  required by the  Purchase
Agreement The Escrow Agent shall hold the Put Warrants and shall deliver them or
redeliver  them  to the  Investor  or to the  Company,  as  applicable,  only in
accordance with the terms and conditions of this Escrow Agreement.

                           (b)      Escrow of Put Shares.  Each time the Company
                                    --------------------
issues a Put  Purchase  Notice to the  Investor  pursuant  to Section 2.2 of the
Purchase Agreement, the Company shall issue and deliver or cause to be delivered

                                    10.8 - 1
<PAGE>



to the Escrow Agent a copy of such Put Purchase Notice and that number of shares
of Common  Stock (the "Put  Shares" and together  with the Warrant  Shares,  the
                       -----------
"Shares")  that would  cause the number of shares of Common  Stock in the Escrow
 ------
Account as defined  in  Section 3 hereto) to be equal to the  maximum  number of
shares of Common Stock the  Investor may purchase  pursuant to such Put Purchase
Notice.  The  Escrow  Agent  shall  hold the Put  Shares  and shall  deliver  or
redeliver them to the Investor or the Company, as applicable, only in accordance
with the terms and conditions of this Escrow Agreement.

                      3.  Holding of Shares.  The  Escrow  Agent  shall hold the
                          -----------------
Shares  in  a  segregated  escrow account (the "Escrow Account") in a securities
                                                --------------
brokerage firm where it normally holds such Shares or shall  hold  the Shares in
certificated  form,  in the  discretion  of the Escrow Agent, and shall hold the
Put Warrants in escrow.

                      4.   Release of Shares.
                           -----------------
                      (a)  Upon the  receipt of (i) a notice  from the  Investor
(the  "Investor's  Notice") on or prior to the Put Closing Date  stipulating the
       ------------------
number of shares of Common Stock it is purchasing on such date pursuant to a Put
Purchase Notice and Section 2.2 of the Purchase Agreement,  and (ii) evidence of
payment to the  Company  of the full  purchase  price for such  shares of Common
Stock being  purchased,  the Escrow Agent shall release from the Escrow  Account
and transfer to the Investor that number of shares of Common Stock stipulated in
the Investor's Notice (the "Draw Down Transfer") and the Put Warrants.  The Draw
                            ------------------
Down Transfer shall be made to the Investor  through DTC. This Escrow  Agreement
shall  serve as  irrevocable  authorization  and  direction  to make  Draw  Down
Transfer(s) to the Investor pursuant to this Section 4(b).

                      (b)  Except as  provided in  Sections  4(a) and 4(b),  the
Escrow  Agent  shall  release  the Shares upon  receipt,  at any time,  of joint
written  instructions from the Company and the Investor  directing the manner in
which the return or other distribution of the Shares is to be made.

                      (c)  This  Escrow   Agreement  shall  terminate  upon  the
expiration of the  Commitment  Period and upon such  expiration the Escrow Agent
shall return all Shares in the Escrow Account to the Company.

                      5.   Further  Assurances.  The  Company  and the  Investor
                           -------------------
agree to do such  further  acts and to  execute  and  deliver  such  statements,
assignments,  agreements,  instruments  and other documents as the Escrow Agent,
from time to time, may reasonably request in connection with the administration,
maintenance,  enforcement or adjudication of this Escrow  Agreement in order (a)
to give the Escrow  Agent  confirmation  and  assurance  of the  Escrow  Agent's
rights, powers,  privileges,  remedies and interests under this Escrow Agreement
and  applicable  law, (b) to better enable the Escrow Agent to exercise any such
right, power, privilege, rem-edy or interest, or (c) to otherwise effectuate the
purpose and the terms and provisions of this Escrow Agreement, each in such form
and  substance  as  may  be  reasonably  acceptable  to  the  Escrow  Agent.

                                    10.8 - 2
<PAGE>



                      6.   Conflicting Demands. If conflicting or adverse claims
                           -------------------
or demands are made or notices  served upon the Escrow Agent with respect to the
escrow  provided for herein,  the Company and the Investor agree that the Escrow
Agent shall refuse to comply with any such claim or demand and withhold and stop
all  further  performance  of this  escrow  so long as such  disagreement  shall
continue.  In so doing,  the  Escrow  Agent  shall not be or become  liable  for
damages,  losses, costs, expenses or interest to any or any other person for its
failure to comply with such  conflicting  or adverse  demands.  The Escrow Agent
shall be  entitled  to  continue  to so refrain  and refuse to so act until such
conflicting  claims or demands shall have been finally  determined by a court or
arbitrator of competent  jurisdiction or shall have been settled by agreement of
the  parties  to such  controversy,  in which  case the  Escrow  Agent  shall be
notified  thereof in a notice signed by such parties.  The Escrow Agent may also
elect to commence an interpleader  or other action for declaratory  judgment for
the purpose of having the respective  rights of the claimants  adjudicated,  and
may  deposit  with the court all Shares held  hereunder  pursuant to this Escrow
Agreement;  and if it so  commences  and  deposits,  the Escrow  Agent  shall be
relieved  and  discharged  from any further  duties and  obligations  under this
Escrow Agreement.

                      7.   Disputes. Each of the parties hereto hereby covenants
                           --------
and agrees that the Federal or state  courts  located in the County of New York,
State of New York shall have jurisdiction over any dispute with the Escrow Agent
or relating to this Escrow Agreement.

                      8.   Reliance on Documents  and Experts.  The Escrow Agent
                           ----------------------------------
shall be  entitled  to rely upon any notice,  consent,  certificate,  affidavit,
statement,  paper,  document,  writing  or  communication  (which to the  extent
permitted hereunder may be by telegram,  cable, telex, telecopier, or telephone)
reasonably believed by it to be genuine and to have been signed, sent or made by
the proper  person or persons,  and upon  opinions  and advice of legal  counsel
(including  itself  or  counsel  for  any  party  hereto),   independent  public
accountants  and  other  experts  selected  by the  Escrow  Agent  and  mutually
acceptable to each of the Company and the Investor.  If the Shares are evidenced
by stock  certificates,  the Escrow Agent shall not be responsible to review the
stock  certificates  representing  the Shares  other than to confirm that it has
been signed.

                      9.   Status of the Escrow Agent,  Etc. The Escrow Agent is
                           --------------------------------
acting under this Escrow  Agreement as a stakeholder  only. No term or provision
of this  Escrow  Agreement  is  intended  to create,  nor shall any such term or
provision  be  deemed  to  have  created,  any  joint  venture,  partnership  or
attorney-client  relationship  between or among the Escrow Agent and the Company
or the Investor. This Escrow Agreement shall not be deemed to prohibit or in any
way restrict  the Escrow  Agent's  representation  of the  Investor,  who may be
advised by the Escrow  Agent on any and all  matters  pertaining  to this Escrow
Agreement.  To the extent the Investor has been represented by the Escrow Agent,
the Investor hereby waives any conflict of interest and  irrevocably  authorizes
and  directs  the  Escrow  Agent to carry out the terms and  provisions  of this
Escrow  Agreement  fairly  as  to  all  parties,  without  regard  to  any  such
representation  and  irrespective  of the impact upon such Investor.  The Escrow

                                    10.8 - 3
<PAGE>



Agent's only duties are those expressly set forth in this Escrow Agreement,  and
each of the  Company and the  Investor  authorizes  the Escrow  Agent to perform
those duties in accordance with its usual  practices in holding  property of its
own or those of other  escrows.  The Escrow  Agent may  exercise  or  other-wise
enforce any of its rights, powers, privileges, remedies and interests under this
Escrow  Agreement  and  applicable  law or perform any of its duties  under this
Escrow  Agreement by or through its partners,  employees,  attorneys,  agents or
designees.

                      10.  Exculpation.  The Escrow Agent and its designees, and
                           -----------
their respective partners, employees,  attorneys and agents, shall not incur any
liability  whatsoever  for the  disposition  of the  Shares or the taking of any
other  action  in  accordance  with the  terms  and  provisions  of this  Escrow
Agreement,  for any  mistake  or  error in  judgment,  for  compliance  with any
applicable law or any attachment, order or other directive of any court or other
authority  (irrespective  of any  conflicting  term or  provision of this Escrow
Agreement),  or for  any act or  omission  of any  other  person  selected  with
reasonable  care and engaged by the Escrow Agent in connection  with this Escrow
Agreement  (other  than for such  Escrow  Agent's or such  person's  own acts or
omissions  breaching a duty owed to the claimant under this Escrow Agreement and
amounting  to gross  negligence  or willful  misconduct  as  finally  determined
pursuant to applicable law by a governmental  author-ity  having  jurisdiction);
and each of the Company and the  Investor  hereby  waives any and all claims and
actions  whatsoever  against  the  Escrow  Agent  and its  designees,  and their
respective partners, employees,  attorneys and agents, arising out of or related
directly or  indirectly  to any and all of the  foregoing  acts,  omissions  and
circumstances.  Furthermore,  the  Escrow  Agent  and its  designees,  and their
respective  partners,  employees,  attorneys  and  agents,  shall  not incur any
liability (other than for a person's own acts or omissions breaching a duty owed
to the claimant under this Escrow Agreement and amounting to gross negligence or
willful  misconduct  as  finally  determined  pursuant  to  applicable  law by a
governmental authority having jurisdiction) for other acts and omissions arising
out of or related directly or indirectly to this Escrow Agreement or the Shares;
and each of the Company and the  Investor  hereby  expressly  waives any and all
claims and actions  (other than the Escrow  Agent's or such person's own acts or
omissions  breaching  a duty  owed  to  the  claimant  and  amounting  to  gross
negligence or willful  misconduct as finally  determined  pursuant to applicable
law by a governmental  authority having  jurisdiction)  against the Escrow Agent
and its  designees,  and their  respective  partners,  employees,  attorneys and
agents,  arising out of or related  directly or indirectly to any and all of the
foregoing acts, omissions and circumstances.

                      11.  Indemnification.  The Escrow Agent and its designees,
                           ---------------
and  their  respective  partners,  employees,  attorneys  and  agents,  shall be
indemnified,  reimbursed, held harmless and, at the request of the Escrow Agent,
defended,  by the Company  from and  against  any and all  claims,  liabilities,
losses   and   expenses   (including,   without   limitation,   the   reasonable
disbursements,  expenses  and fees of their  respective  attorneys)  that may be
imposed upon,  incurred by, or asserted  against any of them,  arising out of or
related  directly or indirectly to this Escrow  Agreement or the Shares,  except
such as are  occasioned  by the  indemnified  person's  own acts  and  omissions

                                    10.8 - 4
<PAGE>



breaching a duty owed to the claimant under this Escrow  Agreement and amounting
to willful  misconduct  or gross  negligence as finally  determined  pursuant to
applicable law by a governmental authority having jurisdiction.

                      12.  Notices.  Any  notice,   request,   demand  or  other
                           -------
communication  permitted or required to be given  hereunder shall be in writing,
shall be sent by one of the following  means to the addressee at the address set
forth below (or at such other address as shall be designated hereunder by notice
to the other  parties  and  persons  receiving  copies,  effective  upon  actual
receipt) and shall be deemed  conclusively to have been given:  (a) on the first
business day following the day timely  deposited with Federal  Express (or other
equivalent  national  overnight courier) or United States Express Mail, with the
cost of delivery  prepaid;  (b) on the fifth business day following the day duly
sent by certified or registered  United States mail,  postage prepaid and return
receipt requested; or (c) when otherwise actually delivered to the addressee.

If to the Company:

Staruni Corporation
1642 Westwood Boulevard
Los Angeles, California 90024
Attention: Bruce Stuart
Facsimile No.:  (310)

If to the Investor:
At the address of such Investor set forth on Schedule A to this Escrow Agreement

If to the Escrow Agent:

Novack Burnbaum Crystal LLP
300 East 42nd Street, 10th Floor
New York, New York  10017
Attention:  Edward H. Burnbaum, Esq.
Telecopier:  (212) 986-2907

                      13.  Section  and Other  Headings.  The  section and other
                           ----------------------------
headings  contained in this Escrow Agreement are for convenience only, shall not
be deemed a part of this  Escrow  Agreement  and shall not affect the meaning or
interpretation of this Escrow Agreement.

                      14.  Governing  Law.  This  Escrow   Agreement   shall  be
                           --------------
governed by and construed in  accordance  with the laws of the State of New York
without  regard to principles  of conflicts of laws.  Any  controversy  or claim
arising  out of or  related to this  Agreement  and the  Warrants  or the breach
thereof,  shall be settled by binding  arbitration in New York City, New York in
accordance  with the rules of the  Judicial  Arbitration  & Mediation  Services'
Eastern  Regional  Office  located  in New  York  City,  New  York  ("JAMS").  A
proceeding  shall be commenced upon written demand by Company or the Investor to
the other. The arbitrator(s) shall enter a 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

                                    10.8 - 5
<PAGE>



alleged to be in dispute exceeds two hundred fifty thousand dollars  ($250,000),
in which case three (3) arbitrators  shall preside.  The  arbitrator(s)  will be
chosen by the parties  from a list  provided by JAMS,  and if they are unable to
agree within ten (10) days, JAMS shall select the arbitrator(s). The arbitrators
must be experts in securities law and financial  transactions.  The  arbitrators
shall assess costs and expenses of the arbitration, including all attorneys' and
experts' fees, as the arbitrators  believe is appropriate in light of the merits
of parties'  respective  positions  in the issues in  dispute.  The award of the
arbitrator(s) shall be final and binding upon the parties and may be enforced in
any court having  jurisdiction.  Nothing in this  section 14 shall  preclude the
parties  from  seeking  extraordinary  relief  in  the  event  that a  claim  of
irreparable harm arises,  provided however,  that such application shall be made
in the United States District Court for the Southern District of New York, or in
the Supreme Court of the State of New York,  New York County.  In the event that
any  provision  of this Escrow  Agreement  or any other  agreement  delivered in
connection  herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed  inoperative to the extent that
it may  conflict  therewith  and shall be deemed  modified to conform  with such
statute  or  rule of  law.  Any  such  provision  which  may  prove  invalid  or
unenforceable  under any law shall not affect the validity or  enforceability of
any other provision of any agreement.

                      15.  Counterparts.  This Escrow  Agreement may be executed
                           ------------
by the parties hereto in separate  counterparts,  each of which when so executed
and  delivered  shall be an original but all such  counterparts  shall  together
constitute one and the same agreement.

                      16.  Resignation of Escrow Agent. The Escrow Agent may, at
                           ---------------------------
any time,  at its option,  elect to resign its duties as Escrow Agent under this
Escrow  Agreement  by  providing  notice  thereof to each of the Company and the
Investor.  In such  event,  the  Escrow  Agent  shall  transfer  the Shares to a
successor  independent  escrow  agent to be appointed by (a) the Company and the
Investor  within thirty (30) days following the receipt of notice of resignation
from the Escrow  Agent,  or (b) the Escrow Agent if the Company and the Investor
shall have not agreed on a successor  escrow agent within the  aforesaid  30-day
period,  upon which  appointment  and  delivery of the Shares,  the Escrow Agent
shall be released of and from all lia-bility under this Escrow Agreement.

                      17.  Successors and Assigns; Assignment.  Whenever in this
                           ----------------------------------
Escrow Agreement  reference is made to any party, such reference shall be deemed
to include the successors, assigns and legal representatives of such party, and,
without  limiting  the  generality  of  the  foregoing,   all   representations,
warranties,  covenants and other  agreements made by or on behalf of each of the
Company and the Investor in this Escrow  Agreement shall inure to the benefit of
any successor escrow agent  hereunder;  provided,  however,  that nothing herein
shall be deemed to authorize or permit the Company or the Investor to assign any
of its rights or  obligations  hereunder to any other person  (whether or not an
affiliate of the Company or the Investor) without the written consent of each of
the other  parties nor to  authorize or permit the Escrow Agent to assign any of
its duties or obligations hereunder except as provided in Section 17 hereof.

                                    10.8 - 6
<PAGE>



                      18.  No   Third   Party   Rights.   The   representations,
                           ---------------------------
warranties and other terms and  provisions of this Escrow  Agreement are for the
exclusive  benefit of the parties  hereto,  and no other per-son,  including the
creditors of the Company or the Investor,  shall have any right or claim against
any party by  reason of any of those  terms and  provisions  or be  entitled  to
enforce any of those terms and provisions against any party.

                      19.  No Waiver  by  Action,  Etc.  Any  waiver or  consent
                           ---------------------------
respecting any representation,  warranty, covenant or other term or provision of
this Escrow  Agreement shall be effective only in the specific  instance and for
the  specific  purpose  for which given and shall not be deemed,  regardless  of
frequency given, to be a further or continuing waiver or consent. The failure or
delay of a party at any time or times to require  performance of, or to exercise
its rights with  respect to, any  representation,  war-ranty,  covenant or other
term or  provision of this Escrow  Agreement  in no manner  (except as otherwise
expressly provided herein) shall affect its right at a later time to enforce any
such term or  provision.  No notice to or demand on either  the  Company  or the
Investor in any case shall entitle such party to any other or further  notice or
demand  in the  same,  similar  or  other  circumstances.  All  rights,  powers,
privileges,  remedies and interests of the parties  under this Escrow  Agreement
are cumulative and not  alternatives,  and they are in addition to and shall not
limit (except as otherwise  expressly  provided herein) any other right,  power,
privilege,  remedy or  interest of the parties  under this Escrow  Agreement  or
applicable law.

                      20.  Modification,   Amendment,   Etc.   Each  and   every
                           --------------------------------
modification  and  amendment  of this Escrow  Agreement  shall be in writing and
signed by all of the parties hereto, and each and every waiver of, or consent to
any departure from, any covenant, representation, warranty or other provision of
this Escrow  Agreement shall be in writing and signed by the party granting such
waiver or consent.

                      21.  Entire Agreement.  This Escrow Agreement contains the
                           ----------------
entire agreement of the parties with respect to the matters contained herein and
supersedes all prior  representations,  agreements and  understandings,  oral or
otherwise, among the parties with respect to the matters contained herein.

                      22.  Fees. The Escrow Agent shall receive as its fee 2% of
                           ----
each gross  Investment  Amount as set forth in each Put  Purchase  Notice  which
shall be deducted by the Investor  from the Put Proceeds  paid to the Company by
the Investor and paid directly to the Escrow Agent.

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                                    10.8 - 7
<PAGE>





         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Escrow
Agreement on the date first written above.

                          STARUNI CORPORATION


                          By:_________________________________
                             Name: Bruce Stuart
                             Title:   Chief Executive Officer

                          NOVACK BURNBAUM CRYSTAL LLP


                          By:_________________________________
                             Name: Edward H. Burnbaum, Esq.
                             Title:   Partner


                          BOAT BASIN INVESTORS LLC



                          By:
                             ---------------------------------
                             Name:
                             Title:



























                                    10.8 - 8