STARUNI CORPORATION EMPLOYEE
                                  BENEFIT PLAN





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                THE EMPLOYEE BENEFIT PLAN OF STARUNI CORPORATION

         Staruni Corporation,  a California corporation (the "Company"),  hereby
adopts The Employee  Benefit Plan of Staruni  Corporation (the "Plan") this 15th
day of March,  1999.  Under the Plan,  the  Company  may issue  stock,  or grant
options to acquire the Company's  common stock,  par value $0.01 (the  "Stock"),
from time to time to  employees of the Company or its  subsidiaries,  all on the
terms  and  conditions  set  forth  herein  ("Benefits").  In  addition,  at the
discretion of the Board of Directors,  Benefits may from time to time be granted
under this Plan to other  individuals,  including  consultants or advisors,  who
contribute  to the  success  of the  Company  or its  subsidiaries  but  are not
employees of the Company or its  subsidiaries,  provided that bona fide services
shall be rendered by  consultants  and advisors and such services must not be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction. No stock may be issued, or option granted under the benefit plan to
consultants,  advisors,  or other persons who directly or indirectly  promote or
maintain a market for the Company's securities.

1. Purpose of the Plan.  The Plan is intended to aid the Company in  maintaining
and developing a management team,  attracting  qualified  officers and employees
capable of assuring  the future  success of the  Company,  and  rewarding  those
individuals who have contributed to the success of the Company.  The Company has
designed  this  Plan to aid it in  retaining  the  services  of  executives  and
employees and in attracting new personnel when needed for future  operations and
growth and to provide such  personnel  with an incentive to remain  employees of
the Company,  to use their best efforts to promote the success of the  Company's
business,  and to  provide  them with an  opportunity  to obtain or  increase  a
proprietary  interest in the Company.  It is also designed to permit the Company
to  reward  those  individuals  who are not  employees  of the  Company  but who
management  perceives to have  contributed  to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan.  Administration of this Plan shall be determined
by the Company's  Board of Directors (the "Board").  Subject to compliance  with
applicable   provisions   of  the   governing   law,   the  Board  may  delegate
administration  of this Plan or specific  administrative  duties with respect to
this Plan on such terms and to such  committees  of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators").  The interpretation and construction of the terms of this Plan
by  the  Plan  Administrators   thereof  shall  be  final  and  binding  on  all
participants in this Plan absent a showing of  demonstrable  error. No member of
the Plan  Administrators  shall be liable for any action taken or  determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan  Administrators  attending a duly and  properly  held meeting
shall  be  valid.  Any  Benefit  approved  by the Plan  Administrators  shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock  Subject to this Plan. A total of three  million  (3,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the  delivery  of shares of Stock or the  relinquishment  of rights to shares of
Stock,  only the net shares of Stock issued (the shares of stock issued less the
shares of Stock  surrendered)  shall count  against  the total  number of shares
reserved for issuance under the terms of this Plan.

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4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan,  the Company  will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires.  The
Company may reserve  either  authorized  but  unissued  shares or issued  shares
reacquired by the Company.

5.  Eligibility.  The Plan  Administrators  may  grant  Benefits  to  employees,
officers, and directors of the Company and its subsidiaries,  as may be existing
from time to time, and to other individuals who are not employees of the Company
or its  subsidiaries,  including  consultants  and advisors,  provided that such
consultants  and  advisors  render  bona fide  services  to the  Company  or its
subsidiaries  and such services are not rendered in connection with the offer or
sale of  securities  in a  capital-raising  transaction.  In any case,  the Plan
Administrators  shall  determine,  based on the  foregoing  limitations  and the
Company's best interests, which employees, officers, directors,  consultants and
advisors  are eligible to  participate  in this Plan.  Benefits  shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan  Administrators,  all as may be within the  provisions of
this Plan.

6. Term of  Options  issued as  Benefits  and  Certain  Limitations  on Right to
Exercise.


          a. Each Option issued as a benefit hereunder ("Option") shall have its
          term established by the Plan  Administrators at the time the Option is
          granted.

          b. The term of the Option, once it is granted,  may be reduced only as
          provided for in this Plan and under the express written  provisions of
          the Option.

          c. Unless otherwise specifically provided by the written provisions of
          the  Option  or  required  by  applicable  disclosure  or other  legal
          requirements  promulgated by the  Securities  and Exchange  Commission
          ("SEC"),   no   participant   of  this   Plan  or  his  or  her  legal
          representative, legatee, or distributee will be, or shall be deemed to
          be, a holder of any shares  subject to an Option unless and until such
          participant  exercises his or her right to acquire all or a portion of
          the  Stock   subject  to  the  Option  and   delivers   the   required
          consideration to the Company in accordance with the terms of this Plan
          and then only as to the number of shares of Stock acquired.  Except as
          specifically  provided  in  this  Plan  or as  otherwise  specifically
          provided by the written provisions of the Option, no adjustment to the
          exercise  price or the number of shares of Stock subject to the Option
          shall be made for  dividends or other rights for which the record date
          is prior to the date on which  the  Stock  subject  to the  Option  is
          acquired by the holder.

          d. Options shall vest and become exercisable at such time or times and
          on such terms as the Plan  Administrators may determine at the time of
          the grant of the Option.


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          e. Options may contain such other provisions, including further lawful
          restrictions  on the vesting  and  exercise of the Options as the Plan
          Administrators may deem advisable.

          f. In no event may an Option be exercised  after the expiration of its
          term.

          g. Options  shall be  non-transferable,  except by the laws of descent
          and distribution.

7. Exercise Price.  The Plan  Administrators  shall establish the exercise price
payable to the  Company  for shares to be  obtained  pursuant  to Options  which
exercise price may be amended from time to time as the Plan Administrators shall
determine.

8. Payment of Exercise Price.  The exercise of any Option shall be contingent on
receipt by the Company of the exercise  price paid in either cash,  certified or
personal check payable to the Company.

9. Withholding.  If the grant of a Benefit  hereunder,  or exercise of an Option
given as a Benefit  is  subject  to  withholding  or other  trust  fund  payment
requirements of the Internal  Revenue Code of 1986, as amended (the "Code"),  or
applicable  state or local laws,  the Company will  initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10.  Dilution or Other  Adjustment.  The shares of Common Stock  subject to this
Plan and the exercise price of outstanding  Options are subject to proportionate
adjustment  in the event of a stock  dividend on the Common Stock or a change in
the number of issued  and  outstanding  shares of Common  Stock as a result of a
stock split,  consolidation,  or other  recapitalization.  The  Company,  at its
option, may adjust the Options, issue replacements, or declare Options void.

11.  Benefits to Foreign  Nationals.  The Plan  Administrators  may, in order to
fulfill the purpose of this Plan and without  amending this Plan, grant Benefits
to foreign  nationals or individuals  residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the  Benefits  made to United  States  residents  in order to recognize
differences  among the  countries  in law, tax policy,  and custom.  Such grants
shall  be made in an  attempt  to give  such  individuals  essentially  the same
benefits as contemplated  by a grant to United States  residents under the terms
of this Plan.

12.  Listing and  Registration  of Shares.  Each Option  shall be subject to the
requirement  that if at any time the Plan  Administrators  shall  determine,  in
their sole discretion,  that it is necessary or desirable to list, register,  or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental  agency or
regulatory  body as a condition of, or in connection  with, the granting of such
Option or the issuance or purchase of shares thereunder,  such Option may not be
exercised  in whole or in part  unless  and until  such  listing,  registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.


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13.  Expiration  and  Termination  of this Plan.  This Plan may be  abandoned or
terminated  at any time by the Plan  Administrators  except with  respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 3 millionth share is issued hereunder.

14.  Amendment of this Plan.  This Plan may not be amended more than once during
any six month  period,  other  than to comport  with  changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder.  The Plan  Administrators  may  modify  and  amend  this Plan in any
respect;  provided,  however,  that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable  provisions of the
Code  governing  incentive  stock  benefits as they may be amended  from time to
time, such amendment or modification  shall also be approved by the shareholders
of the Company.

     ATTEST:

     /s/ Bruce Stuart
---------------------------------
Bruce Stuart, President and CEO






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