Exhibit 10.1
                              CONSULTING AGREEMENT

     AGREEMENT,  made as of August  18,  2000 by and  between  JAMES  MORRIS AND
ASSOC.,  a New York  corporation  with  offices  at 426  Larchmont  Acres  West,
Larchmont,   New  York  10538  (the  "Consultant")  and  STARUNI  CORPORATION  a
California  corporation  with offices at 1642 Westwood  Blvd.,  Los Angeles,  CA
90024 (the "Company").

                                   WITNESSETH

     WHEREAS,  the Company  desires to retain  Consultant  to render  consulting
services,  including  services  relating to market analysis,  public  relations,
financial planning, strategic transactions restructuring, strategic planning and
development and internet and technology solutions; and

     WHEREAS,  Consultant is willing to perform such consulting  services on the
terms and conditions herein contained.

     NOW, THEREFORE,  in consideration of the premises herein and other good and
valuable considerations, the parties agree as follows:

1. ENGAGEMENT

     The Company  hereby engages  Consultant and Consultant  hereby accepts such
engagement as a consultant to render the consulting services set forth below, as
requested  by the  Company,  and in  furtherance  of the  business  goals of the
Company.

2. CONSULTANT DUTIES

     Consultant  shall,  at  the  request  of  the  Company,   provide  business
management and marketing consultation services.  Such services shall include (a)
advice  concerning the  implementation  and monitoring of business and marketing
plans, as well as establishing and/or enhancing the Company's interact presence,
(b) advice  concerning the Company  obtaining  investment  banking and financial
services,  and (c) advice concerning the Company retaining other  professionals.
The  Company  may also  tender  the  following  services  at the  request of the
Company:

     a.   Market  Analysis & Public  Relations  --  Consultant  will  assist the
          Company  in   researching   market   conditions   and  the   Company's
          competitors.  Consultant  wig develop a strategic  plan to disseminate
          information  regarding  the Company and the Company's  market  through
          traditional media and the Internet,

     b.   Financial   Planning  --   Consultant   will  assist  the  Company  in
          determining the Company's  financing  requirements and will assist the
          Company in  retaining  and  working  with  professionals  to meet such
          requirements,  including  the  compilation  of necessary due diligence
          information.

     c.   Strategic  Transactions  --  Consultant  will  assist  the  Company in
          evaluating the advisability of entering into mergers, acquisitions and
          joint  venture  transactions.  Consultant  will  assist the Company in

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          developing and understanding of the financial and strategic objectives
          relating to such proposed transactions, and will develop a strategy to
          accomplish the Company's goals.

     d.   Strategic  Planning and Development
          -- Consultant will assist the Company in understanding its operational
          objectives to assure that it and its shareholders  realize true profit
          value.  Consultant  will help the Company to  identify  and obtain key
          personnel,  new markets, sales opportunities and a profitable internet
          presence.

     e.   Internet  and  Technology  Solutions  --  Consultant  will  assist the
          Company in developing an Internet presence,  including the development
          or re-engineering of the Company's web site to better promote and grow
          the Company's business.

3. TERM

     The term of this  agreement  shag  commence on the date hereof and continue
for a minimum period of (180) days,  and shall continue  thereafter on a monthly
basis until  termination  by either party upon (30) days  written  notice to the
other party (the "Term").

4. COMPENSATION

     a.   As  compensation  for  the  services  to  be  rendered  by  Consultant
          hereunder,  Consultant shall be paid, and Consultant agrees to accept,
          the  following:  100,000  shares  of the  Company's  common  Stock and
          100,000 of the Company's S-8 stock.

5. ACTIVITIES

     (a)  Throughout  the Term of this  Agreement,  Consultant  may  provide the
officers,  directors,  employees or designees of the Company with verbal reports
concerning its activities.

6.       THIRD PARTIES

     The Company acknowledges that, in connection with its engagement hereunder,
Consultants may introduce the Company to third parties who may transact business
with the Company and/or assist  Consultant in providing  consulting  services to
the Company  hereunder.  The Company  hereby agrees that it will not do business
with  any  party  introduced  to it by  Consultant,  other  than by and  through
Consultant.

7. CONFIDENTIAL INFORMATION

     The Company agrees to promptly provide and fully disclose to Consultant any
and all information  regarding the Company which  Consultant  deems pertinent to
its engagement hereunder.

     Consultant   acknowledges  that  any  and  all  confidential  knowledge  or
information  concerning  the  Company  and  its  affairs  obtained  by  it,  its
principals,  employees  and/or  contractors  in the  course  of  its  engagement


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hereunder  will be held  inviolate  by it and that it will conceal the same from
any  and all  other  persons  and  entities,  including,  but  not  limited  to,
competitors  of the  Company and that it will not impart any such  knowledge  to
anyone whosoever during the term of hereof.

     As used herein,  "confidential  knowledge or informational"  means: (a) all
information  regarding  the  Company  which is not  generally  available  to the
public;  and (b) all  information  regarding  the Company  which was received by
Consultant from a source with confidentiality obligations to the Company.


     Consultant shall,  upon the,  termination of its engagement by the Company,
immediately  surrender and turn over to the Company all books,  forms,  records,
client fists and all other  papers and writings  relating to the Company and all
other Property belonging to the Company, it being understood and agreed that the
same are the sole property of the Company.

8. CONSULTANT STATUS

     Consultant  acknowledges  that it is  providing  services  hereunder  as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of its services hereunder shall be its sole responsibility.
Consultant  further agrees that nothing  herein shall create a  relationship  of
partners or joint ventures  between  Consultant  and the Company and,  except as
otherwise  set  forth  hereinndthing   herein  shall  be  deemed  to  authorized
Consultant  to obligate  or bind the  Company to any  convert  without the prior
written consent of the, Company in each instance.

9. INDEMNIFICATION

     The Company shall hold harmless and indemnify  Consultant  from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including  but not  limited  to,  the  Payment  and  advancement  of  reasonable
attorney's  fees,  resulting  from,  or incurred in  connection  with claim made
against  Consultant  relating  to  the  performance  of  its  duties  hereunder.
Notwithstanding  the  foregoing,  the Company  shall have no  obligation to hold
harmless and indemnify Consultant from claim made against Consultant which arise
out of, or in connection with,  Consultant's gross negligence in the performance
of its duties hereunder. The provision of this Section shall survive termination
of this Agreement. The Consultant will follow all SEC and NASD laws.

     IN WITNESS  WHEREOF the parties  have caused this  Agreement to be executed
and delivered as of the date first above written.


JAMES MORRIS AND ASSOC.


By:                /s/
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STARUNI CORPORATION


By:                /s/
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