PRIVATE EQUITY LINE OF CREDIT AGREEMENT
                                 BY AND BETWEEN
                            BOAT BASIN INVESTORS LLC
                                       AND
                               STARUNI CORPORATION
        ----------------------------------------------------------------
                         DATED AS OF SEPTEMBER 28, 2000
        ----------------------------------------------------------------














































                                    10.5 - 1
<PAGE>



         This PRIVATE EQUITY LINE OF CREDIT  AGREEMENT is entered into as of the
28th day of  September,  2000  (this  "Agreement"),  by and  between  Boat Basin
Investors LLC, a limited  liability  company formed under the laws of Nevis (the
"Investor"), and Staruni Corporation, a corporation organized and existing under
the laws of the State of California (the "Company").

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained  herein,  the Company shall issue and sell to the Investor
and the Investor  shall  purchase  from time to time as provided  herein,  up to
$2,000,000 of the Common Stock (as defined below), and

         WHEREAS,  such investments will be made in reliance upon the provisions
of Section 4(2) ("Section 4(2)") and Regulation D ("Regulation D") of the United
States  Securities  Act of 1933,  as  amended  and the  regulations  promulgated
thereunder  (the  "Securities  Act"),  and/or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect
to any or all of the investments in Common Stock to be made hereunder.

         NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                               CERTAIN DEFINITIONS

         Section 1.1  "Affiliates"  shall have the meaning assigned to such term
in Section 3.4 hereof.

         Section 1.2  "Sale  Price"  shall  mean  the  closing  sale  price  (as
reported by Bloomberg L.P.) of the Common Stock on the Principal Market.

         Section 1.3  "Capital  Shares"  shall  mean the  Common  Stock  and any
shares of any other class of common stock  whether now or hereafter  authorized,
having the right to  participate in the  distribution  of earnings and assets of
the Company.

         Section 1.4  "Commitment  Amount" shall mean the $2,000,000 up to which
the  Investor  has  agreed to provide to the  Company in order to  purchase  Put
Shares pursuant to the terms and conditions of this Agreement.

         Section 1.5  "Commitment  Period"  shall mean the period  commencing on
the  Effective  Date and  expiring  on the  earliest to occur of (x) the date on
which the Investors  shall have purchased Put Shares  pursuant to this Agreement
for an  aggregate  Purchase  Price  of  $2,000,000,  or (y) the  date  occurring
forty-eight (48) months from the date of commencement of the Commitment Period.

         Section 1.6  "Common Stock" shall mean the Company's  common stock,  no
par value per share.

         Section 1.7  "Common Stock Equivalents"  shall mean any securities that
are convertible into or exchangeable  for Common Stock or any warrants,  options
or  other  rights  to  subscribe  for or  purchase  Common  Stock  or  any  such
convertible or exchangeable securities.

         Section 1.8  "Condition  Satisfaction  Date"  shall  have  the  meaning
assigned to such term in Section 7.2 hereof.


                                    10.5 - 2
<PAGE>



         Section 1.9  "Control Persons" shall  have the meaning assigned to such
term in Section 12.2 hereof.

         Section 1.10 "Damages" shall mean any loss, claim,  damage,  liability,
costs and expenses (including,  without limitation,  reasonable  attorneys' fees
and disbursements and costs and expenses of expert witnesses and investigation).

         Section 1.11 "EDGAR" shall mean the SEC's electronic data gathering and
retrieval system.

         Section 1.12 "Effective  Date"  shall  mean  the  date on which the SEC
first declares  effective a  Registration  Statement  registering  resale of the
Registrable Securities as set forth in Section 7.2(a).

         Section 1.13 "Escrow  Agent" shall  mean  Novack  Burnbaum Crystal LLP.

         Section 1.14 "Exchange  Act" shall mean the Securities  Exchange Act of
1934, as amended and the regulations promulgated thereunder.

         Section 1.15 "Floor  Price P" shall  mean a closing bid price of twenty
cents ($.20) per share or less for any five consecutive  Trading Days during the
Valuation  Period.  "Floor  Price C" shall mean  fifteen  cents ($.15) per share
determined on any Put Date.

         Section 1.16 "Investment  Amount" shall  mean the dollar amount (within
the range  specified  in Section 2.2) to be invested by the Investor to purchase
Put Shares with respect to any Put Purchase  Notice  delivered by the Company to
the Investor in accordance with Section 2.2 hereof.

         Section 1.17 "Legend"  shall  have the meaning assigned to such term in
Section 9.1 hereof.

         Section 1.18 "Material  Adverse  Effect"  shall  mean any effect on the
business,  operations,  properties,  prospects  or  financial  condition  of the
Company  that is material  and adverse to the Company or to the Company and such
other  entities  controlling  or  controlled  by the Company,  taken as a whole,
and/or any condition, circumstance or situation that would prohibit or otherwise
interfere  with the  ability  of the  Company  to enter  into  and  perform  its
obligations  under this Agreement and to carry on the business of the Company as
presently conducted.

         Section 1.19 "Market  Price" shall mean for the purpose of  calculating
the Purchase Price of the Put Shares, the lowest closing bid price of the Common
Stock as reported on the Principal Market over the Valuation Period.

         Section 1.20 "Maximum  Put Amount"  shall  mean a maximum of 15% of the
aggregate  trading  volume  during  the  Valuation  Period  excluding  from such
calculation  any  Trading Day where the lowest bid price is less than 25% of the
Floor Price C.

         Section 1.21 "NASD" shall mean the National  Association  of Securities
Dealers, Inc.

         Section 1.22 "Outstanding"  when used with reference to Common Stock or
Capital Shares (collectively the "Shares"),  shall mean, at any date as of which
the  number of such  Shares is to be  determined,  all  issued  and  outstanding

                                    10.5 - 3
<PAGE>



Shares,  and shall  include all such Shares  issuable in respect of  outstanding
scrip or any  certificates  representing  fractional  interests  in such Shares;
provided,  however,  that  "Outstanding"  shall  not mean any such  Shares  then
directly or indirectly owned or held by or for the account of the Company.

         Section 1.23 "Person"  shall  mean  an  individual,  a  corporation,  a
partnership,  an  association,  a limited  liability  company,  a trust or other
entity or  organization,  including a government or political  subdivision or an
agency or instrumentality thereof.

         Section 1.24 "Principal  Market" shall mean the Nasdaq National Market,
the Nasdaq  Small-Cap  Market,  the NASD OTC Bulletin Board,  the American Stock
Exchange or the New York Stock Exchange,  whichever is at the time the principal
trading exchange or market for the Common Stock.

         Section 1.25 Intentionally omitted.

         Section 1.26 "Purchase  Price"  as  used in this  Agreement  shall mean
seventy-five  percent  (75%) of the Market Price on the Put Date.  The foregoing
percentage is the "Purchase Price Percentage."

         Section 1.27 "Put" shall mean each occasion the Company  elects to draw
down a portion  from the  equity  line by  exercising  its right to tender a Put
Purchase Notice requiring the Investor to purchase a discretionary amount of the
Company's Common Stock, subject to the terms of this Agreement which tender must
be given to the Investor.

         Section 1.28 "Put Closing" shall mean one of the closings of a purchase
and sale of the Put Shares pursuant to Section 2.3.

         Section 1.29 "Put  Closing  Date"  shall  mean,  with  respect to a Put
Closing  the  fourth  Trading  Day  following  the Put Date  related to such Put
Closing,  provided all  conditions to such Put Closing have been satisfied on or
before such Trading Day.

         Section 1.30  "Put Date" shall mean such date as a Put Purchase  Notice
has been delivered to the Investor.

         Section 1.31 "Put Purchase  Notice" shall mean a written  notice to the
Investor setting forth the Investment Amount that the Company intends to sell to
the Investor, as such form is attached hereto as Exhibit A.

         Section 1.32 "Put Shares"  shall mean all shares of Common Stock issued
or issuable  pursuant to a Put that has occurred or may occur in accordance with
the terms and conditions of this Agreement.

         Section 1.33 "Registrable Securities" shall mean the Put Shares and the
Warrant Shares until the Registration  Statement has been declared  effective by
the SEC and all Put Shares and Warrant  Shares have been disposed of pursuant to
the Registration Statement.

         Section 1.34 "Registration   Statement"  shall   mean  a   registration
statement  on Form SB-2 (if use of such form is then  available  to the  Company
pursuant to the rules of the SEC and, if not, on such other form  promulgated by



                                    10.5 - 3
<PAGE>



the SEC for which the Company then  qualifies  and which counsel for the Company
shall deem  appropriate  and which form shall be available for the resale of the
Registrable  Securities  to be  registered  thereunder  in  accordance  with the
provisions  of this  Agreement,  and in accordance  with the intended  method of
distribution  of such  securities),  for the  registration  of the resale by the
Investor and Placement Agent of the Registrable  Securities under the Securities
Act.

         Section 1.35 "Regulation  D"  shall  have the  meaning set forth in the
recitals of this Agreement.

         Section 1.36 "SEC" shall mean the Securities and Exchange Commission.

         Section 1.37 "Section  4(2)"  shall  have  the meaning set forth in the
recitals of this Agreement.

         Section 1.38 "Securities Act" shall  have the definition ascribed to it
in the recitals of this Agreement.

         Section 1.39 "SEC Documents" shall mean, to the extent applicable,  the
Company's  latest Form 10-KSB as of the time in  question,  all Forms 10-QSB and
8-K filed  thereafter,  and the Proxy Statement for its latest fiscal year as of
the time in question  until such time the Company no longer has an obligation to
maintain the effectiveness of a Registration Statement.

         Section 1.40 "Subscription  Date"  shall  mean  the  date on which this
Agreement is executed and delivered by the parties hereto.

         Section 1.41 "Put   Cushion"   shall   mean   the   mandatory   minimum
twenty-five (25) Trading Days between Put Dates.

         Section 1.42 "Trading  Day"  shall  mean  any   day  during  which  the
Principal Market shall be open for business.

         Section 1.43 Intentionally Omitted.

         Section 1.44 "Valuation  Period"  shall  mean the period of thirty (30)
days during which the  Purchase  Price of the Common  Stock is  determined  with
respect to any Put Date, which shall occur during the immediate thirty (30) days
prior to the Put Date.

         Section 1.45 "Warrants"  shall mean the common stock purchase  warrants
of the Company collectively described in Section 2.4, forms of which are annexed
hereto as Exhibits E and F. "Put Warrants"  shall mean the common stock purchase
warrants of the  Company  described  in Section  2.4, a form of which is annexed
hereto as Exhibit E.

         Section 1.46 "Warrant Shares" shall mean the Common Stock issuable upon
exercise of the Warrants.

                                   ARTICLE II
                        PURCHASE AND SALE OF COMMON STOCK


                                    10.5 - 4
<PAGE>



         Section 2.1  Investments/Puts.  Upon the terms and conditions set forth
                      -----------------
herein (including, without limitation, the provisions of Article VII hereof), on
any Put Date the Company may  exercise a Put by the  delivery of a Put  Purchase
Notice.  The number of Put Shares that the Investor  shall  receive  pursuant to
such Put shall be determined by dividing the Investment  Amount specified in the
Put  Purchase  Notice by the  Purchase  Price  determined  during the  Valuation
Period.

         Section 2.2  Mechanics.
                      ----------
                  (a) Put  Purchase  Notice.  At any time during the  Commitment
                      ----------------------
Period, the Company may deliver a Put Purchase Notice, in substantially the form
and substance of Exhibit A, to the Investor, subject to the conditions set forth
in  Section  7.2;  provided,  however,  the  Investment  Amount  for each Put as
designated  by the  Company in the  applicable  Put  Purchase  Notices  shall be
neither less than $50,000 nor more than $100,000, subject further to the Maximum
Put  Amount  and,  provided  further,  that any  amount in excess of  $50,000 be
consented to in writing by the Investor.

                  (b) Date of Delivery of Put  Purchase  Notice.  A Put Purchase
                      ------------------------------------------
Notice  shall be deemed  delivered  on (i) the  Trading  Day it is  received  by
facsimile or otherwise by the Investor if such notice is received prior to 12:00
noon New York time,  or (ii) the  immediately  succeeding  Trading  Day if it is
received by facsimile  or otherwise  after 12:00 noon New York time on a Trading
Day or at any time on a day which is not a Trading Day. No Put  Purchase  Notice
may be deemed delivered, on a day that is not a Trading Day.

                  (c)  Determination  of Purchase Price and Put Shares Issuable.
                       ---------------------------------------------------------
The  Purchase  Price  for any Put  shall  be the  product  of the  Market  Price
multiplied by the Purchase Price Percentage less 10% of the amount stated in any
Put  Purchase  Notice.  The number of Put Shares to be purchased by the Investor
shall be settled on the Put Closing Date

                  (d) Floor Price  Limitation.  If the Market Price is less than
                      ------------------------
either  Floor  Price P or  Floor  Price C the  Company  shall  not  sell and the
Investor  shall not purchase the Put Shares  otherwise to be purchased  for such
Put Date,  unless the  Company  and the  Investor  each  consent to such sale in
writing.

                  Section 2.3 Put  Closings.  On each Put Closing Date for a Put
                              --------------
(i) the Company shall deliver in the form required pursuant to Article IX hereof
to the Escrow  Agent to be held in  escrow,  certificates  representing  the Put
Shares to be  purchased by the  Investor  pursuant to Section 2.1 herein,  or if
deliverable  without legend pursuant to Article IX and if DTC eligible,  deliver
the Put Shares  electronically by DTC or DWAC after the Put Date and on or prior
to the Put  Closing  Date,  registered  in the name of the  Investor  or, at the
Investor's  option,  deposit such  certificate(s)  into such account or accounts


                                    10.5 - 5
<PAGE>



previously  designated  by the Investor  (ii) the Company  shall  deliver to the
Escrow  Agent Put Warrants in  accordance  with Section 2.4, in the form annexed
hereto as Exhibit E, and (iii) the Investor shall deliver to the Escrow Agent to
be held in escrow the Investment  Amount specified in the Put Purchase Notice by
wire transfer of immediately  available funds on or before the Put Closing Date.
In addition,  on or prior to the Put Closing  Date,  each of the Company and the
Investor shall deliver all documents,  instruments  and writings  required to be
delivered or reasonably  requested by either of them pursuant to this  Agreement
in order to implement and effect the transactions  contemplated herein.  Payment
of funds to the Company and delivery of the certificates and the Put Warrants to
the Investor shall occur out of escrow in accordance  with the escrow  agreement
referred to in Section 7.2(o) following (x) the Company's deposit into escrow of
the  certificates  representing  the Put Shares and the Put Warrants and (y) the
Investor's deposit into escrow of the Investment Amount.

         Section 2.4  Issuance of Warrants.  Under the terms of this  Agreement,
                      ---------------------
the Company  shall issue to the  Investor  Warrants to purchase up to 10% of the
number of Put Shares  purchased  on each Put  Closing  Date in the form  annexed
hereto as Exhibit E and the  Company  shall  issue to the  Investor  Warrants to
purchase  1,000,000  Warrant  Shares in the form of  Warrant  annexed  hereto as
Exhibit F.

         Section 2.5 Termination of Investment Obligation. The obligation of the
                     -------------------------------------
Investor  to  purchase  shares  of  Common  Stock  shall  terminate  permanently
(including  with respect to a Put Closing Date that has not yet occurred) in the
event  that  (i)  there  shall  occur  any  stop  order  or  suspension  of  the
effectiveness of the  Registration  Statement for a consecutive ten day calendar
period or for an aggregate  of thirty (30)  Trading  Days during the  Commitment
Period,  for any reason,  (ii) the Company  files a petition in  bankruptcy or a
petition  in  bankruptcy  is  filed  against  the  Company  or  the  Company  is
adjudicated  bankrupt,  (iii) the Company  consolidates  with or merges into any
other  Person  and  the  Company  shall  not  be  the  continuing  or  surviving
corporation,  (iv) the Company  fails to deliver the  Warrants as  described  in
Section  2.4, (v) the Company  effects a  reclassification  or  recapitalization
without the Investor's consent as described in Section 6.11, or (vi) the Company
shall at any time fail to comply with the requirements of Section 6.2, 6.3, 6.4,
6.5 or 6.6.

         Section 2.6  Non-Usage  Fee. The Company  shall have the  obligation to
                      ---------------
deliver Put Purchase Notices to the Investor during each six (6) month period of
the Commitment  Period having an aggregate  dollar amount of $200,000  ("Minimum
Put Commitment"). In the event the Company does not deliver Put Purchase Notices
during any six (6) month  period of the  Commitment  Period for the  Minimum Put
Commitment,  then the Company  shall pay the Investor a non-usage fee of $25,000
less 10% of the actual  aggregate  dollar amount of Put Purchase  Notices during
the subject six (6) month period  ("Non-Usage Fee"). The Investor shall give the
Company written notice to pay the Non-Usage Fee 10 days after the end of any six
(6) month period during which the Minimum Put  Commitment has not been made. The
Company  shall be required to pay the  Non-Usage Fee 5 days after the receipt of
such notice.  If the Company  fails to pay the  Non-Usage  Fee upon notice,  the
Non-Usage  Fee may be deducted by the Investor  from the  Purchase  Price of any
subsequent Put Purchase Notice delivered by the Company. Failure of the Investor
to give written  notice of a Non-Usage  Fee to the Company,  shall not waive the
Investor's  rights  to  collect  any such fee nor  relieve  the  Company  of its
obligation to pay such fee.
                                    10.5 - 6
<PAGE>



                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF INVESTOR

         The Investor represents and warrants to the Company that:

         Section 3.1 Intent.  The Investor is entering  into this  Agreement for
                     -------
its own account and not with a view to the distribution of the Common Stock, and
the Investor has no present arrangement  (whether or not legally binding) at any
time to sell the  Common  Stock to or through  any  person or entity;  provided,
however, that by making the representations  herein, the Investor does not agree
to hold the Common Stock for any minimum or other specific term and reserves the
right to dispose of the Common Stock at any time in accordance  with federal and
state securities laws applicable to such disposition.

         Section 3.2  Sophisticated  Investor.  The Investor is a  sophisticated
                      ------------------------
investor (as described in Rule  506(b)(2)(ii) of Regulation D) and an accredited
investor  (as  defined  in Rule 501 of  Regulation  D),  and  Investor  has such
experience  in business and  financial  matters that it is capable of evaluating
the merits and risks of an investment in Common Stock. The Investor acknowledges
that an investment in the Common Stock is speculative and involves a high degree
of risk.

         Section 3.3  Authority.  This  Agreement has been duly  authorized  and
                      ----------
validly  executed  and  delivered  by the  Investor  and is a valid and  binding
agreement of the Investor  enforceable  against it in accordance with its terms,
subject to applicable  bankruptcy,  insolvency,  or similar laws relating to, or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application.

         Section 3.4 Not an Affiliate. The Investor is not an officer,  director
                     -----------------
or to Investor's  good faith belief,  an "affiliate" (as that term is defined in
Rule 405 of the Securities Act) of the Company.

         Section 3.5 Absence of  Conflicts.  The  execution and delivery of this
                     ----------------------
Agreement and any other document or instrument executed in connection  herewith,
and the consummation of the  transactions  contemplated  hereby,  and compliance
with the requirements hereof, will not violate any law, rule, regulation, order,
writ,  judgment,  injunction,  decree or award  binding on Investor,  or, to the
Investor's knowledge, (a) violate any provision of any indenture,  instrument or
agreement to which  Investor is a party or is subject,  or by which  Investor or
any of its assets is bound,  (b) conflict with or constitute a material  default
thereunder, (c) result in the creation or imposition of any lien pursuant to the
terms of any such indenture,  instrument or agreement, or constitute a breach of
any  fiduciary  duty owed by  Investor  to any third  party,  or (d) require the
approval  of any  third-party  (which  has not been  obtained)  pursuant  to any
material contract,  agreement,  instrument,  relationship or legal obligation to
which  Investor  is  subject  or to  which  any of  its  assets,  operations  or
management may be subject.

                                    10.5 - 7
<PAGE>



         Section  3.6  Disclosure;  Access  to  Information.  The  Investor  has
                       -------------------------------------
received all  documents,  records,  books and other  information  pertaining  to
Investor's  investment in the Company that have been  requested by the Investor.
The Company is subject to the periodic  reporting  requirements  of the Exchange
Act,  and the  Investor  has had access to copies of any such  reports that have
been requested by it.

         Section 3.7 Manner of Sale. At no time was Investor  presented  with or
                     ---------------
solicited  by or through any leaflet,  public  promotional  meeting,  television
advertisement or any other form of general solicitation or advertising.


                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company  represents and warrants to the Investor,  except as may be
set forth in the disclosure schedule delivered in connection herewith, that:

         Section 4.1  Organization of the Company.  The Company is a corporation
                      ----------------------------
duly  organized  and  existing in good  standing  under the laws of the State of
California and has all requisite  corporate  authority to own its properties and
to carry on its business as now being  conducted.  The Company is duly qualified
as a  foreign  corporation  to do  business  and is in good  standing  in  every
jurisdiction in which the nature of the business  conducted or property owned by
it makes such qualification necessary,  other than those in which the failure so
to qualify would not have a Material Adverse Effect.

         Section 4.2  Authority.  (i) The Company  has the  requisite  corporate
                      ----------
power and  authority  to enter  into and  perform  its  obligations  under  this
Agreement to issue the Put Shares; (ii) the execution,  issuance and delivery of
this  Agreement  and the  consummation  by it of the  transactions  contemplated
hereby  have been duly  authorized  by all  necessary  corporate  action  and no
further  consent or  authorization  of the Company or its Board of  Directors or
stockholders  is required;  and (iii) this  Agreement has been duly executed and
delivered by the Company and  constitutes a valid and binding  obligation of the
Company  enforceable against the Company in accordance with its terms, except as
such  enforceability  may be limited by applicable  bankruptcy,  insolvency,  or
similar laws relating to, or affecting  generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.

         Section  4.3  Capitalization.  As of the date  hereof,  the  authorized
                       ---------------
capital stock of the Company consists of 250,000,000  shares of Common Stock, of
which  15,526,839  shares are issued and  outstanding  and 50,000,000  shares of
preferred  stock, of which no shares are issued and  outstanding.  Except as set
forth in Schedule 4.3,  there are no options,  warrants,  or rights to subscribe
to,  securities,  rights or obligations  convertible into or exchangeable for or
giving any right to  subscribe  for any shares of capital  stock of the Company.
All of the outstanding  shares of Common Stock of the Company have been duly and
validly authorized and issued and are fully paid and nonassessable.



                                    10.5 - 8
<PAGE>



         Section 4.4 Common  Stock.  As of the  commencement  of the  Commitment
                     --------------
Period,  the Company will have  registered  its Common Stock pursuant to Section
12(b) or 12(g) of the Exchange Act and be in full  compliance with all reporting
requirements  of the Exchange Act, if any, and the Company will have  maintained
all requirements for the continued listing or quotation of its Common Stock, and
such Common Stock is then listed or quoted on the  Principal  Market.  As of the
date hereof, the Common Stock is quoted on the OTC Bulletin Board.

         Section 4.5  Financial  Statements.  The Company has  delivered or made
                      ----------------------
available  to the  Investor  true and  complete  copies of  unaudited  financial
statements  (without  footnotes)  as of and for the period  ending June 30, 2000
("Financial  Statements").  The Company has not  provided  to the  Investor  any
information that,  according to applicable law, rule or regulation,  should have
been disclosed  publicly prior to the date hereof by the Company,  but which has
not been so disclosed.  The Financial  Statements fairly present in all material
respects the  financial  position of the Company as of the dates thereof and the
results of  operations  for the periods then ended,  subject to normal  year-end
audit adjustments.

         Section   4.6  Valid   Issuances.   Assuming   the   accuracy   of  the
                        ------------------
representations  and  warranties  contained in Sections  3.1, 3.2 and 3.7 hereof
both at the  date  hereof  and at the time of sale  and  issuance,  the sale and
issuance of the Put Shares will be exempt from registration under the Securities
Act in reliance upon Section 4(2) thereof  and/or  Regulation D thereto and when
issued,  the Put  Shares  shall be duly and  validly  issued,  fully  paid,  and
nonassessable.  Neither  the  sales  of the  Put  Shares  pursuant  to,  nor the
Company's performance of its obligations under this Agreement will (i) result in
the creation or imposition of any liens,  charges,  claims or other encumbrances
upon the Put Shares or any of the assets of the  Company,  or (ii)  entitle  the
holders of Outstanding Capital Shares to preemptive or other rights to subscribe
to or acquire the Capital  Shares or other  securities  of the Company.  The Put
Shares  shall not subject the  Investor to personal  liability  by reason of the
possession thereof.

         Section 4.7 No General  Solicitation  or  Advertising in Regard to this
                     -----------------------------------------------------------
Transaction.  Neither the Company nor any of its affiliates nor any  distributor
------------
or any person  acting on its or their  behalf (i) has  conducted or will conduct
any general  solicitation  (as that term is used in Rule 502(c) of Regulation D)
or general  advertising with respect to any of the Put Shares,  or (ii) made any
offers or sales of any  security  or  solicited  any offers to buy any  security
under any  circumstances  that would  require  registration  of the Common Stock
under the Securities Act.

         Section 4.8  Corporate  Documents.  The Company has  furnished  or made
                      ---------------------
available to the Investor true and correct  copies of the Company's  Certificate
of   Incorporation,   as  amended   and  in  effect  on  the  date  hereof  (the
"Certificate"),  and the Company's By-Laws, as amended and in effect on the date
hereof (the "By-Laws").


                                    10.5 - 9
<PAGE>



         Section 4.9 No Conflicts.  The execution,  delivery and  performance of
                     -------------
this  Agreement  by the  Company  and the  consummation  by the  Company  of the
transactions contemplated hereby, including, without limitation, the issuance of
Common  Stock do not and will not (i)  result in a  violation  of the  Company's
Certificate  or By-Laws or (ii)  conflict  with,  or constitute a default (or an
event that with notice or lapse of time or both would  become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any material agreement,  indenture, instrument or any "lock-up"
or similar  provision  of any  underwriting  or similar  agreement  to which the
Company is a party, or (iii) result in a violation of any federal,  state, local
or foreign law, rule,  regulation,  order, judgment or decree (including federal
and state securities laws and regulations) applicable to the Company or by which
any  property  or asset of the  Company is bound or  affected  (except  for such
conflicts, defaults, terminations, amendments, accelerations,  cancellations and
violations  as would  not,  individually  or in the  aggregate,  have a Material
Adverse  Effect) nor is the Company  otherwise in violation of, conflict with or
in default  under any of the  foregoing;  provided  that,  for  purposes  of the
Company's  representations  and warranties as to violations of foreign law, rule
or regulation referenced in clause (iii), no such representations and warranties
are being made  insofar  as the  execution,  delivery  and  performance  of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby are or may be affected by the status of the Investor  under
or pursuant to any such foreign  law,  rule or  regulation.  The business of the
Company is not being conducted in violation of any law,  ordinance or regulation
of  any  governmental  entity,   except  for  possible  violations  that  either
individually  or in the  aggregate  do not and will not have a Material  Adverse
Effect.  The Company is not required under federal,  state or local law, rule or
regulation to obtain any consent,  authorization or order of, or make any filing
or  registration  with,  any  court or  governmental  agency  in order for it to
execute, deliver or perform any of its obligations under this Agreement or issue
and sell the Common Stock in  accordance  with the terms hereof  (other than any
SEC,  NASD or state  securities  filings  that may be required to be made by the
Company  subsequent to any Put Closing,  any registration  statement that may be
filed  pursuant  hereto,  and any  shareholder  approval  required  by the rules
applicable  to companies  whose common  stock trades on any  Principal  Market);
provided that,  for purposes of the  representation  made in this sentence,  the
Company  is  assuming   and   relying   upon  the   accuracy  of  the   relevant
representations and agreements of the Investor herein.

         Section  4.10  No  Material  Adverse  Change.  Since  the  date  of the
                        ------------------------------
Financial  Statements  described in Section 4.5, no Material  Adverse Effect has
occurred or exists with respect to the Company.

         Section 4.11 No Undisclosed Liabilities. The Company has no liabilities
                      ---------------------------
or obligations which are material, individually or in the aggregate, and are not
disclosed to the Investor in the  Financial  Statements or otherwise in writing,
other than those  incurred in the ordinary  course of the  Company's  businesses
since the date of the Financial  Statements  and which,  individually  or in the
aggregate, do not or would not have a Material Adverse Effect on the Company.

         Section  4.12 No  Undisclosed  Events  or  Circumstances.  No  event or
                       -------------------------------------------
circumstance  has  occurred  or  exists  with  respect  to  the  Company  or its

                                    10.5 - 10
<PAGE>



businesses,  properties,  prospects,  operations or financial  condition,  that,
under applicable law, rule or regulation, requires as of the date hereof, public
disclosure or announcement prior to the date hereof by the Company.

         Section 4.13 No Integrated  Offering.  Neither the Company,  nor any of
                      ------------------------
its  affiliates,  nor any person acting on its or their behalf has,  directly or

indirectly,  made any offers or sales of any security or solicited any offers to
buy any security,  other than pursuant to this  Agreement,  under  circumstances
that would require registration of the Common Stock under the Securities Act.

         Section 4.14 Litigation and Other  Proceedings.  Except as set forth in
                      ----------------------------------
the  Financial  Statements  described in Section  4.5,  there are no lawsuits or
proceedings pending or to the best knowledge of the Company threatened,  against
the Company, nor has the Company received any written or oral notice of any such
action, suit,  proceeding or investigation,  which might have a Material Adverse
Effect.  Except  as set  forth on  Schedule  4.14,  no  judgment,  order,  writ,
injunction,  decree  or award  has been  issued by or, so far as is known by the
Company,  requested by any court,  arbitrator or governmental agency which might
result in a Material Adverse Effect.

         Section 4.15 No Misleading or Untrue Communication. The Company and any
                      --------------------------------------
Person   representing   the  Company,   in  connection  with  the   transactions
contemplated  by  this  Agreement,   have  not  made,  at  any  time,  any  oral
communication in connection with same, which contained any untrue statement of a
material fact or omitted to state any material  fact  necessary in order to make
the statements,  in the light of the  circumstances  under which they were made,
not misleading.

         Section 4.16 Non-Public  Information.  Neither  the  Company nor any of
                      ------------------------
its officers of agents has disclosed any material  non-public  information about
the Company to the Investor or the Placement Agent.

         Section 4.17 No Default or Violation. The Company is not (i) in default
                      ------------------------
under or in  violation  of and no event has  occurred  which has not been waived
which,  with notice or lapse of time or both,  would  result in a default by the
Company,  nor has the Company  received  notice of a claim that it is in default
under or that it is in violation of, any indenture,  loan or credit agreement or
any other  agreement or  instrument to which it is a party or by which it or any
of its  properties  is  bound,  (ii) in  violation  of any  order of any  court,
arbitration or governmental body, or (iii) in violation of any statute,  rule or
regulation of any governmental authority,  except as could not have or result in
a Material Adverse Effect.

         Section 4.18  Financial  Statements.  The  financial  statements of the
                       ----------------------
Company  included in the reports  filed by the Company  under the  Exchange  Act
comply in all material respects with applicable accounting  requirements and the
rules and  regulations of the SEC with respect  thereto as in effect at the time
of filing.  Such  financial  statements  have been prepared in  accordance  with

                                    10.5 - 11
<PAGE>



generally accepted accounting  principles ("GAAP") applied on a consistent basis
during  the  periods  involved,  except as may be  otherwise  specified  in such
financial  statements or the notes  thereto,  and fairly present in all material
respects the financial position of the Company and its consolidated subsidiaries
as of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.

                                    ARTICLE V
                            COVENANTS OF THE INVESTOR

         Section 5.1 Compliance with Law. The Investor's trading activities with
                     --------------------
respect to shares of the Company's  Common Stock will be in compliance  with all
applicable  state and federal  securities  laws,  rules and  regulations and the
rules and  regulations  of the Principal  Market on which the  Company's  Common
Stock is listed.

         Section 5.2 Selling  Restrictions.  The  Investor has the right to sell
                     ----------------------
shares of the Company's Common Stock equal in number to the number of the Shares
to be purchased pursuant to this Agreement during the Commitment Period.


                                   ARTICLE VI
                            COVENANTS OF THE COMPANY

         Section 6.1 Registration Rights. The Company shall cause a Registration
                     --------------------
Statement to be filed with respect to all Put Shares and Warrant  Shares  within
sixty (60) days of the Subscription Date and shall use its best efforts to cause
such Registration  Statement to be declared  effective within one hundred twenty
(120) days of the Subscription Date and remain effective for a period of two (2)
years.  The Company shall provide the  Investor,  or its counsel,  a copy of the
Registration Statement at least two (2) days prior to filing with the SEC.

         Section 6.2  Reservation  of Common Stock.  As of the date hereof,  the
                      -----------------------------
Company  has  reserved  and the  Company  shall  continue  to  reserve  and keep
available  at all times  shares of Common  Stock for the purpose of enabling the
Company to satisfy any obligation to issue the Put Shares.

         Section  6.3  Quoting or Listing of Common  Stock.  The  Company  shall
                       ------------------------------------
maintain the quoting or listing of the Common Stock on a Principal  Market,  and
as soon as  practicable  (but in any  event  prior  to the  commencement  of the
Commitment  Period)  to list the Put  Shares  on the  Principal  Market,  if the
Principal Market is the Nasdaq,  AMEX or NYSE. The Company further shall, if the
Company applies to have the Common Stock traded on any other  Principal  Market,
include in such application the Put Shares,  and shall take such other action as
is  necessary  or  desirable  in the opinion of the Investor to cause the Common
Stock to be listed on such other Principal  Market as promptly as possible.  The
Company  shall take all action  necessary to continue  the quoting,  listing and
trading  of its Common  Stock on the  Principal  Market  and will  comply in all
respects with the Company's  reporting,  filing and other  obligations under the
bylaws or rules of the Principal Market.

                                    10.5 - 12
<PAGE>



         Section 6.4  Exchange  Act  Registration.  The Company  shall cause its
                      ----------------------------
Common  Stock to become and continue to be  registered  under  Section  12(g) or
12(b) of the Exchange  Act,  will comply in all respects  with its reporting and
filing  obligations under the Exchange Act, and will not take any action or file
any  document  (whether  or not  permitted  by  the  Exchange  Act or the  rules
thereunder) to terminate or suspend such registration or to terminate or suspend
its  reporting and filing  obligations  under the Exchange Act. The Company will
take all action to obtain a listing and  continue the listing and trading of its
Common Stock on the  Principal  Market and will comply in all respects  with the
Company's  reporting,  filing and other obligations under the bylaws or rules of
the Principal Market.

         Section 6.5 Legends. The certificates evidencing the Common Stock to be
                     --------
sold by the  Investor  pursuant  to  Section  9.1  shall be free of  restrictive
legends, except as set forth in Article IX.

         Section 6.6  Corporate  Existence.  The  Company  will  take  all steps
                      ---------------------
necessary to preserve and continue the corporate existence of the Company.

         Section  6.7 Additional  SEC  Documents.  In  the  event  that  the SEC
                      ---------------------------
Documents  furnished or submitted to the SEC by the Company are not available or
accessible  by the  Investor(s)  on  EDGAR,  the  Company  will  deliver  to the
Investor, as and when the originals thereof are submitted to the SEC for filing,
copies of all such SEC Documents.

         Section 6.8. Blackout Period.  The Company will immediately  notify the
                      ----------------
Investor  upon the  occurrence  of any of the  following  events in respect of a
registration  statement  or related  prospectus  in respect  of an  offering  of
Registrable Securities: (i) receipt of any request for additional information by
the SEC or any other federal or state  governmental  authority during the period
of effectiveness of the registration  statement for amendments or supplements to
the registration  statement or related prospectus;  (ii) the issuance by the SEC
or  any  other  federal  or  state  governmental  authority  of any  stop  order
suspending the effectiveness of the Registration  Statement or the initiation of
any proceedings for that purpose; (iii) receipt of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the  Registrable  Securities for sale in any  jurisdiction  or the initiation or
threatening of any proceeding for such purpose;  (iv) the happening of any event
that  makes  any  statement  made  in such  registration  statement  or  related
prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any  material  respect or that  requires  the making of any
changes in the registration statement,  related prospectus or documents so that,
in the case of the  registration  statement,  it will  not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein not misleading,  and
that in the case of the  related  prospectus,  it will not  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated therein or necessary to make the statements  therein, in the light of the
circumstances under which they were made, not misleading;  and (v) the Company's
reasonable  determination  that a  post-effective  amendment to the registration
statement would be appropriate;  and the Company will promptly make available to

                                    10.5 - 13
<PAGE>



the Investor any such  supplement  or amendment to the related  prospectus.  The
Company  shall not deliver to the Investor any Put  Purchase  Notice  during the
continuation of any of the foregoing events or if the Company has knowledge that
any of the  foregoing  events  will  occur  within  twenty  (20)  days  of  such
knowledge.

         Section 6.9.  Expectations  Regarding Put Purchase Notices.  Within ten
                       ---------------------------------------------
(10) days after the commencement of each calendar quarter  occurring  subsequent
to the commencement of the Commitment  Period,  the Company undertakes to notify
the  Investor  as to its  reasonable  expectations  as to the  dollar  amount it
intends to raise during such calendar  quarter,  if any, through the issuance of
Put Purchase Notices. Such notification shall constitute only the Company's good
faith estimate and shall in no way obligate the Company to raise such amount, or
any amount, or otherwise limit its ability to deliver Put Purchase Notices.  The
failure  by the  Company  to  comply  with  this  provision  can be cured by the
Company's  notifying the Investor at any time as to its reasonable  expectations
with respect to the current calendar quarter.

         Section 6.10.     Capital Raising Limitations.
                           ----------------------------
                           (i)      Capital Raising Limitations.  For so long as
                                    ----------------------------
a Put  Closing  has  occurred in the  Investment  Agreements  as the Company has
designated in its Put Purchase  Notice  (Investor  consented to each  Investment
Amount  in excess  of  $50,000  and less than  $100,000  and a Put  Closing  has
occurred at each time  designated in the Put Purchase  Notice) during the period
from the date of this  Agreement  until its  expiration,  the Company  shall not
issue or sell, or agree to issue or sell Equity  Securities (as defined  below),
for cash in private capital  raising  transactions  without  obtaining the prior
written approval of the Investor (the limitations referred to in this subsection
6.10(i) are collectively referred to as the "Capital Raising Limitations").  For
purposes hereof, the following shall be collectively  referred to herein as, the
"Equity Securities":  (i) Common Stock or any other equity securities,  (ii) any
debt  or  equity   securities  which  are  convertible   into,   exercisable  or
exchangeable  for,  or carry the right to  receive  additional  shares of Common
Stock  or other  equity  securities,  or (iii)  any  securities  of the  Company
pursuant  to an  equity  line  structure  or  format  similar  in nature to this
transaction.

                           (ii)    Exceptions  to Capital  Raising  Limitations.
                                   ---------------------------------------------
Notwithstanding  the above, the Capital Raising  Limitations  shall not apply to
any transaction  involving  issuances of securities in connection with a merger,
consolidation,  acquisition  or  sale  of  assets,  or in  connection  with  any
strategic  partnership or joint venture (the primary  purpose of which is not to
raise equity capital), or in connection with the disposition or acquisition of a
business, product or license by the Company or exercise of options by employees,
consultants or directors,  or a primary  underwritten  offering of the Company's
Common Stock.

         Section 6.11. No  Reclassification  or  Recapitalization.  The  Company
                       -------------------------------------------
shall  not,  without  the  consent  of the  Investor,  during  the  term of this
Agreement,   effect  a  recapitalization,   reclassification  or  other  similar

                                    10.5 - 14
<PAGE>



transaction  of such  character that the shares of Common Stock shall be changed
into or become  exchangeable  for a smaller  number of shares (a "Reverse  Stock
Split"),  provided  that the Company may effect such Reverse Stock Split without
the consent of Investor in connection with achieving  listing  requirements  for
any Principal Market.

         Section 6.12. Disclosure of Material Information. In the event that any
                       -----------------------------------
or all of the information set forth on Schedule 8.2(a) hereto becomes  material,
the Company shall make full and complete  public  disclosure in accordance  with
all applicable law.

         Section 6.13. Issuance of Put Shares.  The sale and issuance of the Put
                       -----------------------
Shares shall be made in  accordance  with the  provisions  and  requirements  of
applicable federal and state law.

                                   ARTICLE VII
                          CONDITIONS TO DELIVERY OF PUT
                 PURCHASE NOTICES AND CONDITIONS TO PUT CLOSING

         Section 7.1  Conditions  Precedent to the  Obligation of the Company to
                      ----------------------------------------------------------
Issue and Sell Common Stock.  The  obligation  hereunder of the Company to issue
----------------------------
and sell the Put Shares to the Investor  incident to each Put Closing is subject
to the  satisfaction,  at or  before  each  such  Put  Closing,  of  each of the
conditions set forth below.

                  (a) Accuracy of the Investor's  Representation and Warranties.
                      ----------------------------------------------------------
The  representations and warranties of the Investor shall be true and correct in
all  material  respects as of the date of this  Agreement  and as of the date of
each such Put Closing as though made at each such time.

                  (b)  Performance  by the  Investor.  The  Investor  shall have
                       ------------------------------
performed, satisfied and complied in all respects with all covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Investor at or prior to such Put Closing.

         Section 7.2 Conditions Precedent to the Right of the Company to Deliver
                     -----------------------------------------------------------
a Put Purchase Notice and the Obligation of the Investor to purchase Put Shares.
--------------------------------------------------------------------------------
The right of the Company to deliver a Put Purchase  Notice and the obligation of
the Investor  hereunder to acquire and pay for the Put Shares  incident to a Put
Closing is subject to the  satisfaction,  (i) on the Put Date, (ii) for each day
during the Valuation Period,  and (iii) on the applicable Put Closing Date (each
a "Condition Satisfaction Date"), of each of the following conditions:

                  (a) Registration of the Common Stock with the SEC. The Company
                      ----------------------------------------------
shall have  filed  with the SEC a  Registration  Statement  with  respect to the
resale of the Registrable  Securities that shall have been declared effective by

                                    10.5 - 15
<PAGE>



the SEC  prior to the first Put Date,  but in no event  later  than one  hundred
twenty (120) days after the Subscription Date.

                  (b)  Effective   Registration   Statement.   The  Registration
                       -------------------------------------
Statement  shall  have  become  effective  on or prior to the Put Date and shall
remain effective on each Condition Satisfaction Date and (i) neither the Company
nor the Investor  shall have received  notice that the SEC has issued or intends
to issue a stop order with respect to the Registration Statement or that the SEC
otherwise  has  suspended or withdrawn  the  effectiveness  of the  Registration
Statement, either temporarily or permanently, or intends or has threatened to do
so, and (ii) no other  suspension of the use or withdrawal of the  effectiveness
of the Registration Statement or related prospectus shall exist.

                  (c) Accuracy of the Company's  Representations and Warranties.
                      ----------------------------------------------------------
The  representations  and warranties of the Company shall be true and correct in
all material  respects as of each Condition  Satisfaction Date as though made at
each such time (except for representations  and warranties  specifically made as
of a  particular  date) with  respect to all  periods,  and as to all events and
circumstances occurring or existing to and including each Condition Satisfaction
Date,   except   for  any   conditions   which  have   temporarily   caused  any
representations  or  warranties  herein  to be  incorrect  and  which  have been
corrected with no continuing impairment to the Company or the Investor.

                  (d)  Performance  by  the  Company.  The  Company  shall  have
                       ------------------------------
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Company at or prior to each Condition Satisfaction Date,
including but not limited to the  requirements  for the Company and its transfer
agent set forth in Sections 9.1 and 9.2 to deliver Common Stock without  legends
pursuant  to the terms set forth in Sections  9.1 and 9.2,  and Exhibit B hereto
and each of the  representations  and warranties of the Company, as set forth in
Article IV,  shall be true and correct  and there shall be no  omissions  of any
material  fact which,  if  disclosed,  would render any such  representation  or
warranty untrue.

                  (e) No Injunction.  No statute,  rule,  regulation,  executive
                      --------------
order,  decree,   ruling  or  injunction  shall  have  been  enacted,   entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  that prohibits or directly or materially  adversely affects any of
the  transactions  contemplated by this Agreement,  and no proceeding shall have
been commenced  that may have the effect of prohibiting or materially  adversely
affecting any of the transactions contemplated by this Agreement.

                  (f) Adverse Changes. Since the date of filing of the Company's
                      ----------------
most recent SEC Document,  no event that had or is  reasonably  likely to have a
Material Adverse Effect has occurred.

                  (g) No  Suspension of Trading In or Delisting of Common Stock.
                      ----------------------------------------------------------
The trading of the Common Stock  (including  without  limitation the Put Shares)

                                    10.5 - 16
<PAGE>



shall not have been  suspended by the SEC, the Principal  Market or the NASD and
the Common Stock (including  without  limitation the Put Shares) shall have been
approved for listing or quotation  and shall have actually been listed or quoted
on, and shall not have been delisted from the  Principal  Market,  nor shall the
Company  have  received any letter or notice of any  suspension  or delisting or
warning of such suspension or delisting.  The issuance of shares of Common Stock
with  respect to the  applicable  Put  Closing,  if any,  shall not  violate the
shareholder approval requirements of the Principal Market.

                  (h) Legal Opinions. The Company's counsel shall deliver to the
                      ---------------
Investor prior to the first Put Date an opinion in the form of Exhibit C hereto.

                  (i) Due  Diligence.  No dispute  between  the  Company and the
                      ---------------
Investor  shall  exist  pursuant  to Section  8.2(c) as to the  adequacy  of the
disclosure contained in the Registration Statement.

                  (j) Ten  Percent  Limitation.  The  number of Put Shares to be
                      -------------------------
purchased  on each Put Closing  Date and the number of Warrant  Shares  issuable
upon any exercise of such Warrant by the Investor shall not exceed the number of
such shares  that,  when  aggregated  with all other shares of Common Stock then
owned by the Investor beneficially or deemed beneficially owned by the Investor,
would result in the Investor  owning more than 9.99% of all of such Common Stock
as would be outstanding on such Put Closing Date or such date of exercise of the
Warrant, as determined in accordance with Section 16 of the Exchange Act and the
regulations  promulgated  thereunder.  In  such  event,  the  Investment  Amount
designated  in any Put Purchase  Notice  shall be reduced by the minimum  amount
necessary as to not result in the Investor  owning more than 9.99% of the Common
Stock of the Company. For purposes of this Section 7.2(j), in the event that the
amount of Common Stock  outstanding as determined in accordance  with Section 16
of the Exchange Act and the regulations  promulgated  thereunder is greater on a
Put Closing Date than on the date upon which the Put Purchase Notice  associated
with such Put Closing Date is given,  the amount of Common Stock  outstanding on
such Put  Closing  Date shall  govern for  purposes of  determining  whether the
Investor,  when  aggregating all purchases of Common Stock made pursuant to this
Agreement  and, if any,  Shares,  would own more than 9.99% of the Common  Stock
following such Put Closing Date.

                  (k) Cross  Default.  The Company  shall not be in default of a
                      ---------------
term,  covenant,  warranty or  undertaking  of any other  agreement to which the
Company and  Investor  are  parties,  nor shall there have  occurred an event of
default under any such other agreement,  in each case which default would have a
material  adverse  effect  on the  financial  condition  of the  Company  or the
Company's ability to comply with its obligations to the Investor.

                  (l) No  Knowledge.  The Company shall have no knowledge of any
                      --------------
event  more  likely  than not to have the effect of  causing  such  Registration
Statement to be suspended or otherwise  ineffective  (which event is more likely
than not to occur  within the  Valuation  Period  during  which the Put Purchase
Notice is deemed delivered).

                                    10.5 - 17
<PAGE>



                  (m)   Put Cushion.  The Put Cushion  shall have elapsed  since
                        -----------
the  immediately  preceding Put Date.

                  (n)  Shareholder  Vote. The issuance of shares of Common Stock
                       ------------------
with  respect to the  applicable  Put  Closing,  if any,  shall not  violate the
shareholder approval requirements of the Principal Market.

                  (o) Escrow  Agreement.  The parties  hereto shall have entered
                      ------------------
into a  mutually  acceptable  escrow  agreement  for  the  Purchase  Prices  due
hereunder,  providing for  reasonable  interest on any funds  deposited into the
escrow account established under the escrow agreement.

                  (p)  Compliance  Certificate.  The  Company  shall  deliver  a
                       ------------------------
Compliance  Certificate  in the form  attached  hereto as  Exhibit D on each Put
Closing Date.

                  (q) Other. On each Condition  Satisfaction  Date, the Investor
                      ------
shall have received and been reasonably  satisfied with such other  certificates
and documents as shall have been  reasonably  requested by the Investor in order
for the Investor to confirm the Company's  satisfaction  of the  conditions  set
forth in this Section 7.2.  including,  without  limitation,  a  certificate  in
substantially  the form and  substance  of Exhibit D hereto,  executed in either
case by an  executive  officer of the  Company  and to the  effect  that all the
conditions to such Put Closing shall have been  satisfied as at the date of each
such certificate.

                                  ARTICLE VIII
         DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION

         Section 8.1 Due Diligence Review.  The Company shall make available for
                     ---------------------
inspection and review by the Investor,  advisors to and  representatives  of the
Investor  (who  may or may  not be  affiliated  with  the  Investor  and who are
reasonably  acceptable to the Company),  any  underwriter  participating  in any
disposition of the Registrable  Securities on behalf of the Investor pursuant to
the  Registration  Statement,  any such  registration  statement or amendment or
supplement  thereto or any blue sky,  NASD or other  filing,  all  financial and
other  records,  all SEC Documents and other filings with the SEC, and all other
corporate documents and properties of the Company as may be reasonably necessary
for the purpose of such review, and cause the Company's officers,  directors and
employees to supply all such information reasonably requested by the Investor or
any  such  representative,  advisor  or  underwriter  in  connection  with  such
Registration  Statement  (including,  without  limitation,  in  response  to all
questions  and other  inquiries  reasonably  made or  submitted by any of them),
prior to and  from  time to time  after  the  filing  and  effectiveness  of the
Registration  Statement  for the sole  purpose of enabling the Investor and such
representatives,  advisors and underwriters and their respective accountants and
attorneys  to conduct  initial  and ongoing due  diligence  with  respect to the
Company and the accuracy of the Registration Statement.

                                    10.5 - 18
<PAGE>



         Section 8.2       Non-Disclosure of Non-Public Information.
                           -----------------------------------------
                           (a) Except as set forth on  Schedule  8.2(a)  hereof,
the  Company  represents  and  warrants  that  the  Company  and  its  officers,
directors, employees and agents have not disclosed any non-public information to
the  Investor or advisors to or  representatives  of the  Investor.  The Company
covenants and agrees that it shall refrain from disclosing,  and shall cause its
officers,  directors,  employees and agents to refrain from  disclosing,  unless
prior to disclosure of such information the Company  identifies such information
as being  non-public  information  and provides the Investor,  such advisors and
representatives  with the  opportunity  to  accept  or  refuse  to  accept  such
non-public information for review. The Company may, as a condition to disclosing
any  non-public  information  hereunder,  require the  Investor's  advisors  and
representatives  to enter into a  confidentiality  agreement in form  reasonably
satisfactory to the Company and the Investor.

                           (b) The Company acknowledges and understands that the
Investor is entering  into this  Agreement  at the request of the Company and in
good faith  reliance on (i) the  Company's  representation  set forth in Section
4.16 that neither it nor its agents have  disclosed to the Investor any material
non-public  information;  and (ii) the  Company's  covenant set forth in Section
6.10 that if all or any portion of the  information set forth on Schedule 8.2(a)
becomes  material,  the  Company  shall  timely  make full and  complete  public
disclosure  of all or such  portion of such  information  that shall have become
material in accordance with all applicable law.

                           (c) Nothing  herein  shall  require  the  Company  to
disclose   non-public   information   to  the   Investor  or  its   advisors  or
representatives,  and  the  Company  represents  that it  does  not  disseminate
non-public  information  to any investors who purchase stock in the Company in a
public offering, to money managers or to securities analysts, provided, however,
that  notwithstanding  anything  herein to the  contrary,  the Company  will, as
hereinabove provided, immediately notify the advisors and representatives of the
Investor  and,  if any,  underwriters,  of any  event  or the  existence  of any
circumstance   (without  any  obligation  to  disclose  the  specific  event  or
circumstance)  of which it becomes aware,  constituting  non-public  information
(whether or not requested of the Company  specifically  or generally  during the
course of due diligence by such persons or entities), which, if not disclosed in
the  prospectus  included  in  the  Registration   Statement  would  cause  such
prospectus  to  include  a  material  misstatement  or to omit a  material  fact
required to be stated therein in order to make the statements, therein, in light
of the circumstances in which they were made, not misleading.  Nothing contained
in this  Section 8.2 shall be  construed  to mean that such  persons or entities
other than the Investor  (without the written  consent of the Investor  prior to
disclosure of such  information)  may not obtain  non-public  information in the
course  of  conducting  due  diligence  in  accordance  with  the  terms of this
Agreement  and nothing  herein shall  prevent any such persons or entities  from
notifying  the Company of their opinion that based on such due diligence by such
persons  or  entities,  that  the  Registration  Statement  contains  an  untrue
statement of a material  fact or omits a material  fact required to be stated in
the  Registration  Statement  or  necessary  to make  the  statements  contained
therein, in light of the circumstances in which they were made, not misleading.


                                    10.5 - 19
<PAGE>



                                   ARTICLE IX
                                     LEGENDS

         Section 9.1 Legends.  Unless otherwise provided below, each certificate
                     --------
representing   Registrable  Securities  will  bear  the  following  legend  (the
"Legend"):

                  THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE
                  HAVE  NOT  BEEN   REGISTERED   UNDER  THE  U.S.
                  SECURITIES   ACT  OF  1933,   AS  AMENDED  (THE
                  "SECURITIES  ACT"),  OR  ANY  OTHER  APPLICABLE
                  SECURITIES   LAWS  AND  HAVE  BEEN   ISSUED  IN
                  RELIANCE    UPON   AN   EXEMPTION    FROM   THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
                  AND SUCH OTHER  SECURITIES  LAWS.  NEITHER THIS
                  SECURITY  NOR  ANY  INTEREST  OR  PARTICIPATION
                  HEREIN  MAY  BE  REOFFERED,   SOLD,   ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED,  HYPOTHECATED
                  OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN
                  EFFECTIVE   REGISTRATION  STATEMENT  UNDER  THE
                  SECURITIES  ACT OR  PURSUANT  TO A  TRANSACTION
                  THAT IS EXEMPT  FROM,  OR NOT  SUBJECT TO, SUCH
                  REGISTRATION. THE HOLDER OF THIS CERTIFICATE IS
                  THE  BENEFICIARY OF CERTAIN  OBLIGATIONS OF THE
                  COMPANY  SET FORTH IN A PRIVATE  EQUITY LINE OF
                  CREDIT AGREEMENT BETWEEN UNITED VENTURES GROUP,
                  INC. AND BOAT BASIN  INVESTORS LLC DATED AUGUST
                  __,   2000.  A  COPY  OF  THE  PORTION  OF  THE
                  AFORESAID AGREEMENT EVIDENCING SUCH OBLIGATIONS
                  MAY BE OBTAINED  FROM THE  COMPANY'S  EXECUTIVE
                  OFFICES.

         Notwithstanding the foregoing,  upon the execution and delivery hereof,
the Company is issuing to the  transfer  agent for its Common  Stock (and to any
substitute or replacement transfer agent for its Common Stock upon the Company's
appointment of any such substitute or replacement  transfer agent)  instructions
in  substantially  the form of  Exhibit B  hereto.  Such  instructions  shall be
irrevocable  by the Company from and after the date hereof or from and after the
issuance  thereof to any such  substitute or replacement  transfer agent, as the
case may be, except as otherwise expressly provided herein. It is the intent and
purpose of such instructions, as provided therein, to require the transfer agent
for the Common Stock from time to time upon transfer of  Registrable  Securities
by the Investor to issue  certificates  evidencing such  Registrable  Securities
free of the  Legend  during  the  following  periods  and  under  the  following
circumstances and without consultation by the transfer agent with the Company or
its  counsel  and without  the need for any  further  advice or  instruction  or
documentation to the transfer agent by or from the Company or its counsel or the
Investor:

                  (a) at any time after the Effective  Date,  upon  surrender of
         one or more certificates  evidencing Common Stock that bear the Legend,
         to the extent  accompanied  by a notice  requesting the issuance of new
         certificates free of the Legend to replace those surrendered;  provided
         that (i) the Registration  Statement shall then be effective;  (ii) the

                                    10.5 - 20
<PAGE>



         Investor  confirms to the transfer  agent that it has sold,  pledged or
         otherwise  transferred or agreed to sell, pledge or otherwise  transfer
         such Common Stock in a bona fide  transaction  to a third party that is
         not an affiliate of the Company; and (iii) the Investor confirms to the
         transfer  agent that the  Investor  has  complied  with the  prospectus
         delivery requirement; and

                  (b) at any time upon any surrender of one or more certificates
         evidencing  Registrable  Securities that bear the Legend, to the extent
         accompanied  by a notice  requesting  the issuance of new  certificates
         free  of  the  Legend  to  replace  those  surrendered  and  containing
         representations  that (i) the  Investor is permitted to dispose of such
         Registrable  Securities  without  limitation  as to amount or manner of
         sale  pursuant  to Rule  144(k)  under the  Securities  Act or (ii) the
         Investor has sold, pledged or otherwise  transferred or agreed to sell,
         pledge or otherwise  transfer such  Registrable  Securities in a manner
         other  than  pursuant  to an  effective  registration  statement,  to a
         transferee who will upon such transfer be entitled to freely  tradeable
         securities.  Any of the notices  referred to above in this  Section 9.1
         may be sent by facsimile to the Company's transfer agent.

         Section 9.2 No Other Legend or Stock Transfer  Restrictions.  No legend
                     ------------------------------------------------
other than the one  specified  in Section 9.1 has been or shall be placed on the
share  certificates  representing  the Common Stock and no instructions or "stop
transfers   orders,"  so  called,   "stock  transfer   restrictions,"  or  other
restrictions  have been or shall be given to the Company's  transfer  agent with
respect thereto other than as expressly set forth in this Article IX.

         Section 9.3  Investor's  Compliance.  Nothing in this  Article IX shall
                      -----------------------
affect in any way the Investor's  obligations under any agreement to comply with
all applicable securities laws upon resale of the Common Stock.


                                    ARTICLE X
                               CHOICE OF LAW/VENUE

         Section 10.1 Choice of Law/Venue. This Agreement and the Warrants 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
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

                                    10.5 - 21
<PAGE>



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 10.1 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 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.

                                   ARTICLE XI
              ASSIGNMENT; ENTIRE AGREEMENT, AMENDMENT; TERMINATION

         Section 11.1  Assignment.  Neither this Agreement nor any rights of the
                       -----------
Investor or the Company  hereunder  may be assigned by either party to any other
person.  Notwithstanding  the  foregoing,  (a) the  provisions of this Agreement
shall inure to the benefit of, and be  enforceable  by, and be binding upon, any
transferee  of any of the Common  Stock  purchased  or acquired by the  Investor
hereunder  with  respect to the Common  Stock held by such  person  unless  such
Common Stock is free from restrictions on further transfer of such Common Stock,
and (b) the  Investor's  interest in this Agreement may be assigned at any time,
in whole or in part, to any other person or entity  (including  any affiliate of
the Investor)  effective upon written  notice to the Company.  The Company shall
have the  right to  require  any  assignee  to  execute  a  counterpart  of this
Agreement.

         Section 11.2  Termination.  This Agreement shall terminate  forty-eight
                       ------------
(48) months after the commencement of the Commitment Period; provided,  however,
that the  provisions of Articles VI, VIII,  IX, X, XI, and XII shall survive the
termination of this Agreement.

         Section 11.3 Entire Agreement,  Amendment.  This Agreement  constitutes
                      -----------------------------
the full and entire  understanding and agreement between the parties with regard
to the subjects hereof, and no party shall be liable or bound to any other party
in  any  manner  by any  warranties,  representations  or  covenants  except  as
specifically set forth in this Agreement.  Except as expressly  provided in this
Agreement,  neither this  Agreement nor any term hereof may be amended,  waived,
discharged  or  terminated  other  than by a written  instrument  signed by both
parties hereto.

                                   ARTICLE XII
                            NOTICES; INDEMNIFICATION

         Section  12.1  Notices.  All  notices,  demands,  requests,   consents,
                        --------
approvals,  and other communications required or permitted hereunder shall be in

                                    10.5 - 22
<PAGE>



writing and, unless otherwise specified herein,  shall be (i) personally served,
(ii) deposited in the mail,  registered or certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:

                  If to Staruni Corporation:

                  Staruni Corporation
                  1642 Westwood Boulevard
                  LosAngeles, California 90024
                  Telecopier:
                  Attention: Bruce Stuart

                  If to the Investor:

                  To the address and  telecopier  number set forth on Schedule A
                  hereto.

                  With a copy to:

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

Either party hereto may from time to time change its address or facsimile number
for  notices  under this  Section  12.1 by giving at least ten (10) days'  prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

         Section 12.2      Indemnification.
                           ----------------
                  (a) The Company  agrees to  indemnify  and hold  harmless  the
Investor, its partners,  Affiliates,  officers,  directors,  employees, and duly
authorized  agents, and each Person or entity, if any, who controls the Investor
within the  meaning of  Section  15 of the  Securities  Act or Section 20 of the
Exchange Act or is controlled  by the Investor  (the "Control  Person") from and
against  any  Damages,  joint or several,  and any action in respect  thereof to
which the Investor, its partners,  Affiliates,  officers, directors,  employees,
and duly  authorized  agents,  and any such Control Person  becomes  subject to,
resulting from, arising out of or relating to any  misrepresentation,  breach of
warranty or nonfulfillment of or failure to perform any covenant or agreement on
the part of Company contained in this Agreement in any event as such Damages are
incurred.
                                    10.5 - 23
<PAGE>



                  (b) The  Investor  agrees to indemnify  and hold  harmless the
Company, its partners,  Affiliates,  officers,  directors,  employees,  and duly
authorized  agents, and each Person or entity, if any, who controls the Investor
within the  meaning of  Section  15 of the  Securities  Act or Section 20 of the
Exchange Act,  together  with the Control  Persons from and against any Damages,
joint or several,  and any action in respect  thereof to which the Company,  its
partners,  Affiliates,  officers,  directors,  employees,  and  duly  authorized
agents,  and any such Control Person becomes subject to, resulting from, arising
out  of  or   relating   to  any   misrepresentation,   breach  of  warranty  or
nonfulfillment of or failure to perform any covenant or agreement on the part of
Investor contained in this Agreement.

         Section 12.3 Method of Asserting Indemnification Claims. All claims for
                      -------------------------------------------
indemnification  by any Indemnified  Party (as defined below) under Section 12.2
will be asserted and resolved as follows:

                  (a) In the event any claim or demand in  respect  of which any
person  claiming  indemnification  under  any  provision  of  Section  12.2  (an
"Indemnified Party") might seek indemnity under Section 12.2 is asserted against
or sought to be collected from such Indemnified Party by a person other than the
Company,  the  Investor  or any  affiliate  of the  Company  or (a "Third  Party
Claim"), the Indemnified Party shall deliver a written notification, enclosing a
copy of all papers  served,  if any, and  specifying the nature of and basis for
such Third Party Claim and for the Indemnified Party's claim for indemnification
that is being  asserted  under any  provision of Section 12.2 against any person
(the "Indemnifying Party"),  together with the amount or, if not then reasonably
ascertainable,  the estimated  amount,  determined in good faith,  of such Third
Party Claim (a "Claim  Notice") with reasonable  promptness to the  Indemnifying
Party.  If the  Indemnified  Party  fails  to  provide  the  Claim  Notice  with
reasonable  promptness after the Indemnified Party receives notice of such Third
Party Claim,  the  Indemnifying  Party will not be  obligated  to indemnify  the
Indemnified  Party with respect to such Third Party Claim to the extent that the
Indemnifying  Party's ability to defend has been irreparably  prejudiced by such
failure  of the  Indemnified  Party.  The  Indemnifying  Party  will  notify the
Indemnified  Party as soon as  practicable  within the period ending thirty (30)
calendar  days  following  receipt by the  Indemnifying  Party of either a Claim
Notice or an Indemnity Notice (as defined below) (the "Dispute  Period") whether
the Indemnifying  Party disputes its liability or the amount of its liability to
the  Indemnified  Party under  Section 12.2 and whether the  Indemnifying  Party
desires,  at its sole cost and expense,  to defend the Indemnified Party against
such Third Party Claim.

                  (b) If the Indemnifying  Party notifies the Indemnified  Party
within the Dispute  Period  that the  Indemnifying  Party  desires to defend the
Indemnified Party with respect to the Third Party Claim pursuant to this Section
12.3(a), then the Indemnifying Party will have the right to defend, with counsel
reasonably  satisfactory to the Indemnified  Party, at the sole cost and expense
of  the  Indemnifying   Party,   such  Third  Party  Claim  by  all  appropriate
proceedings,  which proceedings will be vigorously and diligently  prosecuted by
the  Indemnifying  Party  to a  final  conclusion  or  will  be  settled  at the
discretion  of  the  Indemnifying  Party  (but  only  with  the  consent  of the
Indemnified  Party in the case of any  settlement  that  provides for any relief
which affects the Indemnified  Party, other than the payment of monetary damages

                                    10.5 - 24
<PAGE>



or that provides for the payment of monetary damages as to which the Indemnified
Party  will  not  be  indemnified  in  full  pursuant  to  Section  12.2).   The
Indemnifying  Party will have full  control  of such  defense  and  proceedings,
including any  compromise or settlement  thereof;  provided,  however,  that the
Indemnified Party may, at the sole cost and expense of the Indemnified Party, at
any time prior to the Indemnifying Party's delivery of the notice referred to in
the first sentence of this clause 1, file any motion,  answer or other pleadings
or take any other action that the Indemnified  Party  reasonably  believes to be
necessary or appropriate to protect its interests; and provided further, that if
requested by the  Indemnifying  Party,  the Indemnified  Party will, at the sole
cost and expense of the Indemnifying  Party,  provide reasonable  cooperation to
the Indemnifying Party in contesting any Third Party Claim that the Indemnifying
Party  elects to contest.  The  Indemnified  Party may  participate  in, but not
control,  any defense or settlement  of any Third Party Claim  controlled by the
Indemnifying  Party  pursuant  to this  clause 1, and except as  provided in the
preceding  sentence,  the Indemnified Party will bear its own costs and expenses
with  respect  to  such  participation.   Notwithstanding  the  foregoing,   the
Indemnified  Party may take over the control of the defense or  settlement  of a
Third Party Claim at any time if it  irrevocably  waives its right to  indemnity
under Section 12.2 with respect to such Third Party Claim.

                  (c) If the Indemnifying  Party fails to notify the Indemnified
Party within the Dispute  Period that the  Indemnifying  Party desires to defend
the Third Party Claim pursuant to Section 12.3(a),  or if the Indemnifying Party
gives such notice but fails to prosecute vigorously and diligently or settle the
Third  Party  Claim,  or if the  Indemnifying  Party  fails to give  any  notice
whatsoever  within the Dispute Period,  then the Indemnified Party will have the
right to defend,  at the sole cost and expense of the  Indemnifying  Party,  the
Third Party Claim by all  appropriate  proceedings,  which  proceedings  will be
prosecuted by the Indemnified  Party in a reasonable manner and in good faith or
will be settled at the discretion of the Indemnified  Party (with the consent of
the Indemnifying  Party, which consent will not be unreasonably  withheld).  The
Indemnified  Party  will have full  control  of such  defense  and  proceedings,
including any  compromise  or settlement  thereof;  provided,  however,  that if
requested by the Indemnified  Party,  the  Indemnifying  Party will, at the sole
cost and expense of the Indemnifying  Party,  provide reasonable  cooperation to
the Indemnified  Party and its counsel in contesting any Third Party Claim which
the Indemnified Party is contesting. Notwithstanding the foregoing provisions of
this clause 2, if the  Indemnifying  Party has  notified the  Indemnified  Party
within the Dispute Period that the Indemnifying  Party disputes its liability or
the amount of its liability  hereunder to the Indemnified  Party with respect to
such  Third  Party  Claim  and if such  dispute  is  resolved  in  favor  of the
Indemnifying  Party in the manner provided in clause 3 below,  the  Indemnifying
Party will not be  required to bear the costs and  expenses  of the  Indemnified
Party's  defense  pursuant  to  this  clause  2 or of the  Indemnifying  Party's
participation  therein at the Indemnified  Party's request,  and the Indemnified
Party will reimburse the Indemnifying Party in full for all reasonable costs and
expenses incurred by the Indemnifying  Party in connection with such litigation.
The  Indemnifying  Party may  participate  in, but not  control,  any defense or
settlement  controlled by the  Indemnified  Party pursuant to this clause 2, and
the Indemnifying Party will bear its own costs and expenses with respect to such
participation.

                                    10.5 - 25
<PAGE>



                  (d) If the Indemnifying  Party notifies the Indemnified  Party
that it does not dispute its  liability  or the amount of its  liability  to the
Indemnified  Party with  respect to the Third Party Claim under  Section 12.2 or
fails to notify the  Indemnified  Party  within the Dispute  Period  whether the
Indemnifying  Party disputes its liability or the amount of its liability to the
Indemnified Party with respect to such Third Party Claim, the Loss in the amount
specified  in the Claim  Notice will be  conclusively  deemed a liability of the
Indemnifying  Party under Section 12.2 and the Indemnifying  Party shall pay the
amount of such Loss to the  Indemnified  Party on  demand.  If the  Indemnifying
Party has timely  disputed  its  liability or the amount of its  liability  with
respect to such claim,  the  Indemnifying  Party and the Indemnified  Party will
proceed in good faith to  negotiate a  resolution  of such  dispute,  and if not
resolved through  negotiations  within the Resolution Period, such dispute shall
be resolved by  arbitration  in  accordance  with  paragraph (c) of this Section
12.3.

                  (e) In the event any  Indemnified  Party  should  have a claim
under Section 12.2 against the Indemnifying  Party that does not involve a Third
Party Claim,  the  Indemnified  Party shall deliver a written  notification of a
claim for indemnity  under Section 12.2  specifying  the nature of and basis for
such claim,  together with the amount or, if not then reasonably  ascertainable,
the estimated  amount,  determined in good faith,  of such claim (an  "Indemnity
Notice") with reasonable  promptness to the  Indemnifying  Party. The failure by
any Indemnified Party to give the Indemnity Notice shall not impair such party's
rights hereunder except to the extent that the Indemnifying  Party  demonstrates
that it has been  irreparably  prejudiced  thereby.  If the  Indemnifying  Party
notifies the Indemnified  Party that it does not dispute the claim or the amount
of the  claim  described  in such  Indemnity  Notice  or  fails  to  notify  the
Indemnified  Party  within the Dispute  Period  whether the  Indemnifying  Party
disputes  the  claim or the  amount  of the claim  described  in such  Indemnity
Notice,  the  Loss in the  amount  specified  in the  Indemnity  Notice  will be
conclusively deemed a liability of the Indemnifying Party under Section 12.2 and
the  Indemnifying  Party  shall pay the  amount of such Loss to the  Indemnified
Party on demand. If the Indemnifying  Party has timely disputed its liability or
the amount of its liability with respect to such claim, the  Indemnifying  Party
and the  Indemnified  Party will proceed in good faith to negotiate a resolution
of such dispute,  and if not resolved through negotiations within the Resolution
Period,  such  dispute  shall be  resolved by  arbitration  in  accordance  with
paragraph (c) of this Section 12.3.


                                  ARTICLE XIII
                                  MISCELLANEOUS

         Section  13.1 Fees and  Expenses.  Each of the Company and the Investor
                       -------------------
agrees to pay its own expenses  incident to the  performance of its  obligations
hereunder except that the Company shall pay the fees of the Investor's attorneys
and the Escrow Agreement in connection with this transaction and the preparation
of  documents  which  shall be only and to the  extent  set forth in the  Escrow
Agreement.  Any such fees shall be netted from the  proceeds of any Put Purchase
Price.

                                    10.5 - 26
<PAGE>



         Section 13.2 Brokerage.  Each of the parties hereto  represents that it
                      ----------
has had no  dealings  in  connection  with this  transaction  with any finder or
broker who will  demand  payment of any fee or  commission  except for  Capstone
Partners.  The  Company  shall pay the fees of Capstone  Partners  pursuant to a
separately negotiated placement agreement

         Section  13.3  Publicity.  Except as required by  applicable  law,  the
                        ----------
Company shall not issue any press release or otherwise make any public statement
or announcement with respect to this Agreement or the transactions  contemplated
hereby or the  existence  of this  Agreement  without  the prior  consent of the
Purchaser.

         Section 13.4  Counterparts.  This Agreement may be executed in multiple
                       -------------
counterparts,  each of which may be executed by less than all of the parties and
shall be deemed to be an original  instrument which shall be enforceable against
the parties actually executing such counterparts and all of which together shall
constitute one and the same instrument.

         Section 13.5 Entire Agreement.  This Agreement with the Exhibits hereto
                      -----------------
set forth the entire agreement and  understanding of the parties relating to the
subject matter hereof and supersedes all prior and  contemporaneous  agreements,
negotiations  and  understandings  between  the  parties,  both oral and written
relating to the subject matter hereof.  The terms and conditions of all Exhibits
to this Agreement are incorporated herein by this reference and shall constitute
part of this Agreement as if fully set forth herein.

         Section 13.6 Survival;  Severability. The representations,  warranties,
                      ------------------------
covenants and  agreements  of the parties  hereto shall survive each Put Closing
hereunder.  In the event  that any  provision  of this  Agreement  becomes or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision; provided that such severability shall be ineffective if it materially
changes the economic benefit of this Agreement to any party.

         Section 13.7 Title and Subtitles. The titles and subtitles used in this
                      --------------------
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

         Section  13.8  Reporting  Entity for the Common  Stock.  The  reporting
                        ----------------------------------------
entity relied upon for the  determination of the trading price or trading volume
of the Common Stock on any given Trading Day for the purposes of this  Agreement
shall be Bloomberg, L.P. or any successor thereto. The written mutual consent of
the  Investor  and the Company  shall be required to employ any other  reporting
entity.

              [THIS SPACE INTENTIONALLY LEFT BLANK]



                                    10.5 - 27
<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have caused this Private Equity
Line of Credit  Agreement  to be executed  by the  undersigned,  thereunto  duly
authorized, as of the date first set forth above.

                                           STARUNI CORPORATION



                                           By:_____________________________
                                               Bruce Stuart

                                               BOAT BASIN INVESTORS LLC




                                                              By:






































                                    10.5 - 28

<PAGE>



                                    EXHIBIT A
                                     FORM OF
                               PUT PURCHASE NOTICE

                  Reference  is  made  to the  Private  Equity  Line  of  Credit
Agreement  dated as of  September  __,  2000(the  "Agreement")  between  Staruni
Corporation,  a  corporation  (the  "Company")  and Boat  Basin  Investors  LLC.
Capitalized  terms used and not otherwise defined herein shall have the meanings
given such terms in the Agreement.

                  In  accordance  with  and  pursuant  to  Section  2.2  of  the
Agreement,  the Company hereby issues this Put Purchase Notice to exercise a Put
request for the Put Amount indicated below.

                  Investment Amount:
                                    -----------------------------
                  Valuation Period start date:
                                              -------------------
                  Valuation Period end date:
                                            ---------------------
                  Put Closing Date:
                                   ------------------------------
                  Floor Price:    $
                                  -------------------------------
Dated:
      ----------------------------
                                     STARUNI CORPORATION


                                     By:______________________________
                                     Name:
                                     Title:
                                     Address:
                                     Facsimile No.:
                                     Wire Instructions: __________________
                                     Contact Name:  __________________________


















                                    10.5 - 29

<PAGE>



                                    EXHIBIT B
                         INSTRUCTIONS TO TRANSFER AGENT
                               STARUNI CORPORATION

                                                        ________________, 2000
[Name and address
of Transfer Agent]
Ladies & Gentlemen:

         Reference  is  made to  that  certain  Private  Equity  Line of  Credit
Agreement (the  "Agreement") by and among certain Investors (the "Investor") and
Staruni Corporation.  Pursuant and subject to the terms and conditions set forth
in the  Agreement  the Investor has agreed to purchase  from the Company and the
Company has agreed to sell to the Investor  from time to time during the term of
the Agreement  shares (the "Shares") of Common Stock of the Company,  $0.001 par
value (the "Common Stock") and certain warrants (the "Warrants")  which shall be
exercisable  into shares of Common  Stock.  The shares of Common Stock  issuable
upon  exercise of the Warrants  are referred to herein as "Warrant  Shares." The
Shares and Warrant  Shares are  collectively  referred to herein as  "Underlying
Shares."

         This letter shall serve as our irrevocable  authorization and direction
to you (provided that you are the transfer agent for the Company with respect to
its Common Stock at such time) to issue Underlying Shares from time to time upon
notice from the  Company to issue such  Underlying  Shares.  So long as you have
previously  received  (w) a notice of  effectiveness  of the  Company's  outside
counsel  substantially  in the form of  Exhibit I  attached  hereto  (which  the
Company  shall  direct be  delivered  to you by such  outside  counsel  upon the
effectiveness  of the  registration  statement  covering  resales of  Underlying
Shares)  stating that a registration  statement  covering  resales of Underlying
Shares has been declared  effective by the  Securities  and Exchange  Commission
under the Securities Act of 1933, as amended,  and that Underlying Shares may be
issued (or  reissued  if they have been issued at a time when there was not such
an effective  registration  statement) or resold without any restrictive  legend
(the "Notice of Effectiveness"),  (x) a copy of such registration statement, (y)
an  appropriate  representation  that the  resale  prospectus  contained  in the
registration  statement has been delivered in compliance with  applicable  rules
and  regulations  and (z) with  respect to the issuance of  replacement  Warrant
Shares, the certificates  representing the originally issued Warrant Shares have
been  returned  to  you  as  transfer  agent,  then  certificates   representing
Underlying Shares shall not bear any legend  restricting  transfer of Underlying
Shares  thereby  and should not be  subject  to any  stop-transfer  restriction;
provided, however, that if you have not previously received a copy of the Notice
of  Effectiveness,  such registration  statement and such  representation or you
have  received  a  subsequent  notice  by  the  Company  or its  counsel  of the
suspension or termination of the effectiveness of the registration  statement or
the  imposition  of a  Blackout  Period as set forth in the  Section  6.8 of the
Agreement,  then  certificates  representing  Underlying  Shares  shall bear the
following legend:

                  THESE    SECURITIES    REPRESENTED    BY   THIS
                  CERTIFICATE  (THE  "SECURITIES")  HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED  (THE  "SECURITIES  ACT") OR ANY  STATE

                                    10.5 - 30

<PAGE>



                  SECURITIES   LAWS   AND   MAY   NOT  BE   SOLD,
                  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF UNLESS
                  REGISTERED  UNDER THAT ACT AND UNDER APPLICABLE
                  STATE SECURITIES LAWS OR UNITED VENTURES GROUP,
                  INC.  (THE  "COMPANY")  SHALL HAVE  RECEIVED AN
                  OPINION OF ITS  COUNSEL  THAT  REGISTRATION  OF
                  SUCH  SECURITIES  UNDER THE  SECURITIES ACT AND
                  UNDER  THE   PROVISIONS  OF  APPLICABLE   STATE
                  SECURITIES LAWS IS NOT REQUIRED.

provided,  however, that the Company may, from time to time, notify you to place
stop-transfer  restrictions  on the  certificates  for Underlying  Shares in the
event,  but only in the event,  a  registration  statement  covering  Underlying
Shares is subject to amendment for events then current.

         Please be advised that the  Investor  has relied upon this  instruction
letter as an  inducement  to enter  into the  Agreement  and,  accordingly,  the
Investor, is a third party beneficiary to these instructions.

         Please execute this letter in the space  indicated to acknowledge  your
agreement  to act in  accordance  with these  instructions.  Should you have any
questions concerning this matter, please contact me at                      .
                                                      ----------------------

                                              Very truly yours,
                                              STARUNI CORPORATION


                                              By:_____________________________

ACKNOWLEDGED AND AGREED:
[TRANSFER AGENT]


By:________________________________
   Name: ________________________
   Title: _________________________
   Tel.: ___________________________


















                                    10.5 - 31
<PAGE>



                                                                       Exhibit I
                        [FORM OF NOTICE OF EFFECTIVENESS]
[Addressee]
[Address]
TO WHOM IT MAY CONCERN:

         We are counsel to Staruni  Corporation,  a corporation (the "Company"),
and we have  represented  the Company in  connection  with that certain  Private
Equity Line of Credit  Agreement (the  "Agreement")  between the Company and the
Investor  named  therein,  pursuant to which the Company  agreed to issue shares
(the "Shares") of its common stock (the "Common Stock") from time to time during
the term of the  Agreement  and warrants to purchase  shares of the Common Stock
(the  "Warrant  Shares").  Pursuant  to the  Agreement,  the  Company  agreed to
register the Common Stock and the Warrant Shares.

         In  connection  with  the  foregoing,  we have  been  advised  that the
Registration Statement on Form ____ (File No. 333-______________) of the Company
(the  "Registration  Statement"),  a copy of which  is  enclosed,  was  declared
effective at ____________M.,  eastern time, on ____________, 2000. Upon issuance
of the  Underlying  Shares  referred  to in  the  Company's  instruction  letter
attached,  and  provided  that you have  received  a copy of the  representation
pursuant to item (z) in the second paragraph of such instruction letter, you are
authorized  to  issue  certificates  for  the  Company's  Common  Stock  without
restrictive  legends.  We  have  no  knowledge  as of  the  date  hereof,  after
telephonic inquiry of a member of the Securities and Exchange Commission's staff
that any stop order suspending the  effectiveness of the Registration  Statement
has been issued or that any proceedings for that purpose are pending before,  or
threatened by, the  Securities and Exchange  Commission  and,  accordingly,  the
Underlying  Shares are available for resale under the Securities Act of 1933, as
amended  in  the  manner  specified  in,  and  pursuant  to  the  terms  of  the
Registration Statement.


                                           Very truly yours,






















                                    10.5 - 32
<PAGE>



                                    EXHIBIT C
                               OPINION OF COUNSEL

                  1. The Company is a  corporation  duly  incorporated,  validly
existing and in good standing under the laws of the State of   . The Company has
the requisite  corporate power to own and operate its properties and assets, and
to carry on its business as presently conducted.

                  2. The Company has the requisite corporate power and authority
to enter  into and  perform  its  obligations  under the  Equity  Line of Credit
Agreement  and to issue and sell the Common  Stock,  the Warrants and the Common
Stock  issuable  upon  exercise of the  Warrants  (the  "Warrant  Shares").  The
execution,  delivery and  performance of the Equity Line of Credit  Agreement by
the Company and the consummation by it of the transactions  contemplated thereby
have been duly and validly  authorized by all necessary  corporate action and no
further  consent or  authorization  of the Company or its Board of  Directors or
stockholders  is  required.  The Equity Line of Credit  Agreement  has been duly
executed and  delivered,  and the Common  Stock and the Warrants  have been duly
executed,  issued and  delivered  by the  Company  and the Equity Line of Credit
Agreement  constitutes  a legal,  valid and binding  obligations  of the Company
enforceable against the Company in accordance with its respective terms.

                  3. The Common Stock and the Warrants have been duly authorized
and the Common Stock,  when delivered against payment in full as provided in the
Equity  Line of  Credit  Agreement,  will be  validly  issued,  fully  paid  and
nonassessable.  The Warrant  Shares have been duly  authorized  and reserved for
issuance,  and,  when  delivered  upon  exercise  or against  payment in full as
provided in the Warrants, will be validly issued, fully paid and nonassessable.

                  4. The execution,  delivery and  performance of and compliance
with the terms of the Equity Line of Credit  Agreement and the  consummation  by
the  Company of the  transactions  contemplated  thereby  (i) do not violate any
provision of the Company's  certificate of incorporation or bylaws,  (ii) to our
knowledge, conflict with, or constitute a default (or an event which with notice
or lapse of time or both would  become a default)  under,  or give to others any
rights of termination,  amendment, acceleration or cancellation of, any material
agreement,  mortgage,  deed of trust,  indenture,  note,  bond,  license,  lease
agreement,  instrument  or  obligation  to which the  Company is a party,  (iii)
create or impose a lien,  charge or  encumbrance  on any property of the Company
under any  agreement  or any  commitment  to which the  Company is a party or by
which the  Company  is bound or by which  any of its  respective  properties  or
assets are bound, or (iv) result in a violation of any federal,  state, local or
foreign statute, rule, regulation,  order, judgment or decree (including federal
and state securities laws and  regulations)  applicable to the Company or any of
its  subsidiaries or by which any property or asset of the Company or any of its
subsidiaries are bound or affected,  except,  in all cases other than violations
pursuant  to clause  (i)  above,  for such  conflicts,  defaults,  terminations,
amendments,   acceleration,   cancellations   and   violations   as  would  not,
individually or in the aggregate, have a Material Adverse Effect.

                  5. No consent,  approval or  authorization  of or designation,
declaration or filing with any governmental authority on the part of the Company
is required in  connection  with the valid  execution and delivery of the Equity

                                    10.5 - 33
<PAGE>



Line of Credit Agreement, or the offer, sale or issuance of the Common Stock and
the Warrants or the  consummation of any other  transaction  contemplated by the
Equity Line of Credit Agreement (other than any filings which may be required to
be made by the Company  with the  Commission,  or the OTC  Bulletin  Board or an
Alternate  Market  subsequent to the Closing,  and, any  registration  statement
which may be filed pursuant to the Equity Line of Credit Agreement).

















































                                    10.5 - 34
<PAGE>



                                   EXHIBIT D
                             COMPLIANCE CERTIFICATE
                              STARUNI CORPORATION

         The undersigned,  _______________,  hereby  certifies,  with respect to
shares of common  stock of  Staruni  Corporation  (the  "Company")  issuable  in
connection  with  the Put  Purchase  Notice,  dated  (the  "Notice"),  delivered
pursuant to Article II of the Private  Equity  Line of Credit  Agreement,  dated
September  __,  2000,  by and among  the  Company  and  certain  Investors  (the
"Agreement"), as follows:

         1. The  undersigned is the duly elected  [Chairman and Chief  Executive
Officer] of the Company.

         2. The  representations  and  warranties  of the  Company  set forth in
Article IV of the  Agreement  are true and correct in all  material  respects as
though made on and as of the date hereof.

         3. The Company has performed in all material respects all covenants and
agreements  to be  performed  by the Company on or prior to the Put Closing Date
related  to the  Notice  and has  complied  in all  material  respects  with all
obligations  and  conditions  contained  in  Article VI and  Article  VII of the
Agreement.

         The undersigned has executed this  Certificate this ____ day of ______,
2000.

                                            STARUNI CORPORATION



                                            By:_____________________________
                                               Name:
                                               Title:




















                                    10.5 - 35

<PAGE>



                                    EXHIBIT E
                                 FORM OF WARRANT

















































                                    10.5 - 36

<PAGE>



                                    EXHIBIT F
                                 FORM OF WARRANT





















































                                    10.5 - 37