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. B-001                                   Warrant to Purchase 1,000,000 Shares



         STARUNI  CORP.,  a  California  corporation  (the  "Company"),   hereby
certifies  that, for value  received,  Boat Basin  Investors LLC 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  (i)  September  28,
2000 and ending  September  28,  2003,  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 and (ii) on the earlier of
(x) February 16, 2001 or (y) the date the Registration Statement (as hereinafter
defined) becomes  effective two hundred  thousand  (200,000) shares of the fully
paid and nonassessable  shares of Common Stock of the Company.  The time periods
for the  exercise  of  Warrants  set  forth in (i) and (ii)  above  shall be the
"Exercise  Period".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.


                                    10.7 - 1
<PAGE>



                  (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 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 75% of the  Market
         Price;  and the term "Market  Price" shall mean the lowest  closing bid
         price of a share of Common Stock as reported on the Principal Market as
         reported by the National  Association of Securities  Dealers Electronic
         Bulletin  Board  ("OTC  Bulletin  Board")  for the 30 days  immediately
         preceding  the date of receipt by the Company of Notice of Exercise (as
         hereinafter defined). If on any date that a Notice of Exercise is given
         the Common Stock is not listed or traded on the OTC Bulletin Board, the
         Market  Price shall be  determined  by  reference  to the Nasdaq  Stock
         Market or the  principal  securities  exchange or trading  market where
         such  security is listed or traded as reported by  Bloomberg,  L.P., or
         the average of the bid prices of any market makers for such security as
         reported in the "pink sheets" by the National  Quotations Bureau,  Inc.
         If the closing bid price cannot be calculated for such security on such
         date on any of the  foregoing  bases,  the  closing  bid  price of such
         security  on such  date  shall be the  fair  market  value as  mutually
         determined by the Company and the Holder of this Warrant.

                  (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

                                    10.7 - 2
<PAGE>



         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").

                  (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

                                    10.7 - 3
<PAGE>



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
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

                                    10.7 - 4
<PAGE>



                  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
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

                                    10.7 - 5
<PAGE>



                  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.

         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]














                                    10.7 - 6
<PAGE>



DATED as of September 28, 2000.

                                            STARUNI CORP.

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

[Corporate Seal]

Attest:

By:
   -----------------------
      Secretary




































                                    10.7 - 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\staruniwarrantf.final.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.
                                    10.7 - 8