PLACEMENT AGENT AGREEMENT

        THIS AGREEMENT ("Agreement") is made as of the ___ day of October, 2000,
by and between Staruni  Corporation,  a corporation  organized under the laws of
the state of California("Company"),  and Capstone Partners, L.C., a Utah limited
liability company,  with its principal office location at 3475 Lenox Road, Suite
400, Atlanta, Georgia 30326 (the "Agent").

                                    RECITALS:

        WHEREAS,  the  Company  proposes  to issue and sell shares of its Common
Stock,  which are  accompanied  by a warrant or warrants to purchase a number of
shares of Common Stock of the Company (together the  "Securities")  resulting in
gross proceeds to the Company of a maximum of Two Million Dollars  ($2,000,000),
excluding  Warrants,  in an offering  (the  "Offering")  not  involving a public
offering under the  Securities Act of 1933, as amended (the "Act"),  pursuant to
an exemption from the  registration  requirements of the Act under  Regulation D
promulgated under the Act ("Regulation D"), as described below; and

        WHEREAS,  the Agent has  offered  to assist the  Company in placing  the
Securities  on a "best  efforts"  basis  with  respect  to sales  of  Securities
thereafter  up to the  Maximum  Proceeds  (as  defined  below),  and the Company
desires  to  secure  the  services  of the  Agent on the  terms  and  conditions
hereinafter set forth.

                                     TERMS:

        NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
promises,  conditions  and covenants  herein  contained,  the parties  hereto do
hereby agree as follows:

1.  ENGAGEMENT  OF AGENT.  The Company on the basis of the  representations  and
warranties  contained herein, but subject to the terms and conditions herein set
forth,  hereby  appoints  the Agent as its  exclusive  placement  agent for this
Offering,  to sell,  on a "best  efforts  basis,"  a  minimum  dollar  amount of
Securities resulting in gross proceeds to the Company of a maximum dollar amount
of Securities, excluding Warrants, resulting in gross proceeds to the Company of
Two Million Dollars  ($2,000,000)  (the "Maximum  Proceeds").  The Agent, on the
basis of the representations and warranties herein contained, but subject to the
terms and conditions  herein set forth,  accepts such  appointment and agrees to
use its best efforts to find  purchasers for the  Securities.  This  appointment
shall be  irrevocable  for the  period  commencing  on the date of the  executed
Letter of Agreement, being August 22, 2000, and ending on the earlier of (i) the
date that the Company receives the Investment  Amount as defined in Section 1.16
of the Private  Equity Line of Credit  Agreement  (the "Equity Line  Agreement")
hereinafter  to be entered  into by the  Company and the  investor  named in the
Equity Line Agreement (the "Investor"), (ii) on February 1, 2000, if the Initial
Put Closing Date has not occurred by such date,  which period may be extended by
the consent of the Company and the Agent (the "Offering Period"),  or (iii) June
30, 2001.



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2.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

        In order to induce the Agent to enter into this  Agreement,  the Company
hereby represents and warrants to and agrees with the Agent as follows:

        2.1 Offering  Documents.  The Company (with the  assistance of the Agent
and  Investor)  has prepared the Equity Line  Agreement,  with certain  exhibits
thereto,  which documents have been or will be delivered to one or more proposed
Investors.  In  addition,  all  proposed  Investors  will have  received or will
receive prior to closing,  copies of the  Company's  Annual Report on Form 10-KS
for the year ended September 30, 19991999,  and the Company's  quarterly reports
on Form 10-QSB for the quarters ended December 31, 1999,  March 31, and June 30,
2000 ("SEC  Documents").  The SEC Documents were prepared in conformity with the
requirements (to the extent applicable) of the Securities  Exchange Act of 1934,
as  amended,  (the  "'34  Act")  and  the  rules  and  regulations  ("Rules  and
Regulations")  of  the  Commission  promulgated  thereunder.  As  used  in  this
Agreement,  the term "Offering  Documents"  refer to and mean the SEC Documents,
the Equity Line Agreement and all amendments,  exhibits and supplements thereto,
together  with any  other  documents  which  are  provided  to the  Agent by, or
approved for Agent's use by, the Company for the purpose of this Offering.

        2.2  Provision of Offering  Documents.  The Company shall deliver to the
Agent, without charge, as many copies of the Offering Documents as the Agent may
reasonably require for the purposes contemplated by this Agreement.  The Company
authorizes the Agent, in connection with the Offering of the Securities,  to use
the  Offering  Documents  as from  time  to  time  amended  or  supplemented  in
connection  with the offering and sale of the Securities and in accordance  with
the applicable provisions of the Act and Regulation D.

        2.3 Accuracy of Offering Documents.  The Offering Documents, at the time
of delivery to Investors for the Securities,  conformed in all material respects
with  the  requirements,  to the  extent  applicable,  of the  '34  Act  and the
applicable  Rules and Regulations and did not include 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 light of the circumstances under
which  they were made,  not  misleading.  On the  Closing  Date (as  hereinafter
defined),  the Offering  Documents will contain all statements that are required
to be stated  therein in accordance  with the Act and the Rules and  Regulations
for the purposes of the proposed  Offering,  and all statements of material fact
contained in the Offering  Documents will be true and correct,  and the Offering
Documents  will not include 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 light of the circumstances  under which they were made,
not misleading.

        2.4 Duty to Amend.  If during such  period of time as in the  reasonable
opinion of the Agent,  or its  counsel,  an Offering  Document  relating to this
financing  is required to be  delivered  under the Act,  any event occurs or any
event known to the Company relating to or affecting the Company shall occur as a
result of which the Offering  Documents as then  amended or  supplemented  would
include an untrue  statement of a material  fact,  or omit to state any material
fact necessary to make the  statements  therein,  in light of the  circumstances



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under which they were made,  not  misleading,  or if it is necessary at any time
after the date hereof to amend or  supplement  the Offering  Documents to comply
with  the  Act or the  applicable  Rules  and  Regulations,  the  Company  shall
forthwith  notify the Agent thereof and shall prepare such further  amendment or
supplement  to the Offering  Documents as may be required and shall  furnish and
deliver to the Agent and to others,  whose names and addresses are designated by
the Agent, all at the cost of the Company,  a reasonable number of copies of the
amendment or supplement (or of the amended or supplemented  Offering  Documents)
which, as so amended or supplemented,  will not contain an untrue statement of a
material fact or omit to state any material fact  necessary in order to make the
Offering  Documents,  not  misleading  in the  light of the  circumstances  when
delivered to a purchaser or prospective purchaser,  and which will comply in all
respects with the requirements (to the extent applicable) of the '34 Act and the
applicable Rules Regulations.

        2.5 Corporation  Condition.  The Company's  condition is as described in
its Offering Documents, except for continuing losses and changes in the ordinary
course of business and normal year-end adjustments that are not in the aggregate
materially  adverse to the Company.  The Offering  Documents,  taken as a whole,
present  fairly the  business  and  financial  position of the Company as of the
Closing Date.

        2.6 No  Material  Adverse  Change.  Except  as may  be  reflected  in or
contemplated  by the  Offering  Documents,  subsequent  to the dates as of which
information is given in the Offering  Documents,  and prior to the Closing Date,
taken  as a  whole,  there  has not  been any  material  adverse  change  in the
condition,  financial  or  otherwise,  or in the  results of  operations  of the
Company or in its business.

        2.7 No Defaults.  Except as  disclosed  in the Offering  Documents or in
writing to the Agent,  the Company is not in default in any material  respect in
the  performance  of any  obligation,  agreement or  condition  contained in any
material  debenture,  note or other  evidence of  indebtedness  or any  material
indenture or loan  agreement of the Company.  The execution and delivery of this
Agreement,  and the consummation of the transactions  herein  contemplated,  and
compliance  with the terms of this Agreement will not conflict with or result in
a breach of any of the terms,  conditions  or  provisions  of, or  constitute  a
default under, the Certificate of Incorporation or Bylaws of the Company (in any
respect  that  is  material  to the  Company),  any  material  note,  indenture,
mortgage,  deed of trust,  or other agreement or instrument to which the Company
is a party or by which the Company or any  property of the Company is bound,  or
to the Company's  knowledge,  any existing law, order, rule,  regulation,  writ,
injunction or decree of any government, governmental instrumentality,  agency or
body,  arbitration tribunal or court,  domestic or foreign,  having jurisdiction
over  the  Company  or any  property  of the  Company.  The  consent,  approval,
authorization or order of any court or governmental  instrumentality,  agency or
body  is  not  required  for  the  consummation  of  the   transactions   herein
contemplated  except such as may be required under the Act or under the Blue Sky
or securities laws of any state or jurisdiction.

        2.8 Incorporation and Standing.  The Company is, and at the Closing Date
will be,  duly formed and validly  existing  in good  standing as a  corporation
under the laws of the State of  California  and with  full  power and  authority
(corporate and other) to own its  properties  and conduct its business,  present

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and  proposed,  as described in the Offering  Documents;  the Company,  has full
power and authority to enter into and to perform this Agreement, and the Company
is duly qualified and in good standing as a foreign entity in each  jurisdiction
in which the failure to so qualify would have a material  adverse  effect on the
Company or its properties.

        2.9 Legality of Outstanding  Securities.  Prior to the Closing Date, the
outstanding  securities of the Company have been duly and validly authorized and
issued,  and are fully paid and  non-assessable,  and  conform  in all  material
respects  to the  statements  with  regard  thereto  contained  in the  Offering
Documents.

        2.10 Legality of Securities.  The Securities  when sold and delivered in
accordance with the Offering Documents,  and the Agent Securities (as defined in
Section 3.4 below) when issued and delivered,  will constitute legal,  valid and
binding  obligations of the Company,  enforceable  in accordance  with the terms
thereof,  and the  Securities  and Agent  Securities  shall be duly and  validly
issued and  outstanding,  fully paid and  non-assessable.  The Common Stock into
which any  Securities  are  exercisable  and the Common  Stock into which any of
Agent's Securities are exercisable,  when issued upon exercise of any Securities
or upon exercise of any of Agent's Securities, as applicable,  shall be duly and
validly issued and outstanding, fully paid and non-assessable.

        2.11 Litigation. Except as set forth in the Offering Documents, there is
now, and at the Closing Date there will be, no action, suit or proceeding before
any court or governmental agency, authority or body pending or, to the knowledge
of the Company,  threatened, which might result in judgments against the Company
not adequately  covered by insurance or which  collectively  might result in any
material adverse change in the condition (financial or otherwise) or business of
the Company or which would materially  adversely affect the properties or assets
of the Company.

        2.12 Finders.  The Company does not know of any  outstanding  claims for
services in the nature of a finder's fee or origination fees with respect to the
sale of the Securities hereunder for which the Agent may be responsible, and the
Company will indemnify the Agent from any liability for such fees (including the
payment of attorney's fees incurred by Agent due to any claim by any such finder
or originator) by any party who, in the reasonable  opinion of Agent's  counsel,
has a  legitimate  claim for such  compensation  from the  Company and for which
person the Agent is not legally  responsible.  In the event of such claim, Agent
shall properly  notify Company thereof and the Company may, at its option and at
its sole cost and expense, take over the defense of such a claim with counsel of
its choice,  reasonably  satisfactory to Agent.  Agent shall not settle any such
claims or litigation  arising hereunder without the prior written consent of the
Company, which shall not be unreasonably withheld.

        2.13 Tax Returns.  The Company has filed all federal and state and local
tax returns  which are  required to be filed,  and has paid all  material  taxes
shown on such returns and on all  assessments  received by it to the extent such
taxes have  become  due  (except  for taxes the  amount of which the  Company is
contesting  in good  faith).  All taxes  with  respect  to which the  Company is
obligated  have been paid,  or adequate  accruals  have been set up to cover any
such unpaid taxes.


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        2.14  Authority.  The  execution  and  delivery  by the  Company of this
Agreement have been duly authorized by all necessary action,  and this Agreement
is the valid,  binding and legally enforceable  obligation of the Company except
as   enforcement   may  be  limited  by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium  and other similar  laws,  by  principles  governing
enforcement of equitable remedies and, with respect to  indemnification  against
liabilities under the Act, matters of public policy.

        2.15 Actions by the  Company.  The Company will not take any action that
will  impair  the  effectiveness  of  the  transactions   contemplated  by  this
Agreement.

3.      ISSUE, SALE AND DELIVERY OF THE SECURITIES.

        3.1 Deliveries of Securities. Certificates in such form that, subject to
applicable  transfer  restrictions  as described  in the Equity Line  Agreement,
(issued  in such  denominations  and in such  names as the Agent may  direct the
Company to issue) for the  Securities,  and the Agent  Securities  (described in
Section 3.4 below),  shall be delivered by the Company to the Escrow Agent, with
copies made  available to the Agent for checking at least one (1) full  business
day prior to the Closing Date, it being  understood that the directions from the
Agent to the Company shall be given at least two (2) full business days prior to
the Closing Date. The  certificates  for the Securities and the Agent Securities
shall be delivered at the Initial Put Closing  Date and at each  subsequent  Put
Closing (as defined in the Equity Line Agreement).

        3.2 Escrow of Funds.  Pursuant to a separate form of escrow agreement to
be entered into by and between the Company,  the Investor and the escrow  agent,
as defined in the Equity Line Agreement  ("Escrow  Agreement" and "Escrow Agent"
respectively),  the Investor shall place all funds for purchase of Securities in
an escrow  account  set up on  behalf of the  Company.  Pursuant  to the  Escrow
Agreement,  the Investor  shall place all funds for purchase of Securities  with
respect to any Put into such escrow account set up on behalf of the Company, and
the Company shall place all certificates  for the Securities  subject to any Put
into such escrow  account for the benefit of the  Investor.  With respect to any
Put Closing,  at such time as the Investor has delivered to the Escrow Agent any
necessary Closing  documents,  the Investor has been approved by the Company and
all other  Closing  conditions  have been met,  Escrow  Agent shall  release the
subscription  funds  and  signed  documents  to  the  Company  and  release  the
certificates representing the Securities to the Investor.

        3.3 Closing  Date.  The Initial Put Closing Date shall take place at the
offices of Escrow  Agent on the  Initial Put Closing  Date as  specified  in the
Equity Line  Agreement.  Any  subsequent  Put  Closings  shall take place at the
offices of the Escrow  Agent on each Put Closing Date as specified in the Equity
Line  Agreement.  The Initial Put Closing  Date and any  subsequent  Put Closing
Dates shall be referred to herein as the "Closing Date."

        3.4 Agent's  Compensation.  The Company  shall pay the Agent the amounts
pursuant  to Section  3.4.1 and 3.4.2  herein,  which  shall be the full  amount
payable to the Agent for its services,  as fees and expenses, in connection with
this Offering.




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                3.4.1 Cash Placement Fee. Based upon the total aggregate  amount
of the Equity Line  Agreement  funds received by the Company and which is placed
in this Offering, the Agent shall be paid:

                      (a) a cash placement fee ("Cash  Placement  Fee") equal to
seven percent (7%) of the purchase  price of any and all Securities placed up to
the aggregate purchase price of two  million dollars  ($2,000,000) of Securities
placed, which shall equal a total of  one-hundred  and  forty  thousand  dollars
($140,000) for the two million dollars ($2,000,000) of Securities placed;

                      (b) a  non-accountable  expense  allowance  equal  to  one
percent (1%) of the purchase  price of any and all  Securities  placed up to the
aggregate purchase price of the two million dollars  ($2,000,0000) of Securities
placed,  which covers legal and due  diligence  expenses of the  placement  (the
"Non-Accountable Expense Allowance," together with the Cash Placement Fee; and

                      (c) an amount of securities (the "Agent Securities") equal
to (i) three percent (3%) of all Common Stock issued to the Investor (the "Agent
Common  Stock")  and (ii)  three  percent  (3%) of all  warrants  issued  to the
Investor (the "Agent  Warrants"),  subject to adjustment as specified in Section
3.5 below.  The Agent  Warrants and the Agent Common Stock to be received by the
Agent shall be issued to Agent on the same terms and  conditions as those issued
to the Investor pursuant to the Equity Line Agreement,  including the provisions
contained  in Section 6.1 of the Equity Line  Agreement  with respect to certain
registration  rights  covering the put shares and warrants shares to be received
by the Investor.

        3.5 Payment of Fees.  The Escrow  Agent shall be  instructed  to pay all
Cash Fees and to deliver  all Agent  Securities  pursuant to Section 3.4 of this
Agreement,  directly  to the Agent from the  proceeds of the Initial Put Closing
Date and all subsequent Put Closings, simultaneous with the transfer of proceeds
to the Company.

        3.6 Press Release.  The Agent shall have the right to review and comment
upon any press release issued by the Company in connection with the Offering.

4.      OFFERING OF THE SECURITIES ON BEHALF OF THE COMPANY.

        4.1 In  offering  the  Securities  for sale,  the Agent shall offer them
solely as an agent for the Company,  and such offer shall be made upon the terms
and subject to the  conditions  set forth in the Offering  Documents.  The Agent
shall commence making such offer as an agent for the Company as soon as possible
following delivery of the final Company approved Offering Documents to Agent (or
notification  by  Company or its  Counsel  the  latest  version of any  Offering
Documents on Agent's computer system is acceptable for faxing to the Investor).

        4.2 The  Agent  will  only make  offers  to sell the  Securities  to, or
solicit  offers to subscribe for any Securities  from,  persons or entities that
Agent reasonably believes are "accredited investors" as defined Regulation D.

5.      RIGHT OF FIRST REFUSAL.

        The Company hereby grants Agent rights of first refusal as follows:


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        5.1 The Agent has the night of first  refusal to act as placement  agent
for any future private  financings of the Company under which the Company issues
or sells, or agrees to issue or sell, for cash (a) any debt or equity securities
which are convertible into,  exercisable or exchangeable for, or carry the right
to receive  additional  shares of Common  Stock  either  (i) at any  conversion,
exercise or exchange  rate or other price that is based upon and/or  varies with
the  trading  prices of or  quotations  for  Common  Stock at any time after the
initial  issuance  of  such  debt  or  equity  security,  or  (ii)  with a fixed
conversion,  exercise or  exchange  price that is subject to being reset at some
future  date at any time  after  the  initial  issuance  of such  debt or equity
security or upon the  occurrence  of  specified  contingent  events  directly or
indirectly  related to the  business of the Company or the market for the Common
Stock, or (b) any securities of the Company pursuant to an equity line structure
or format  similar in nature to this  Offering  or  otherwise,  excluding  joint
ventures,  mergers,  acquisitions,  or similar transactions;  provided, however,
that the Agent has the right of first refusal to act as placement  agent for any
future private  financings  between the Company and the Investor pursuant to the
Equity Line Agreement,  whether equity securities,  convertible debt securities,
or securities or instruments convertible into or exchangeable for debt or equity
securities of the Company, excluding joint ventures, mergers,  acquisitions,  or
similar  transactions.  The duration of the Agent's right of first refusal under
this  Section 5.1 shall be for a period of two (2) years  following  the Initial
Put Closing Date.

        5.2 In the event that the  Company  wishes to  undertake  a  transaction
described  in this  Section  5, the  Company  must send  Agent a written  notice
generally  describing  the  proposed  transaction  (whether the  transaction  is
initiated  by the  Company or is offered to the  Company by a third  party),  in
sufficient specificity to allow the Agent to understand the proposed transaction
clearly. This notice, which may be delivered by facsimile or email transmission,
must be  delivered  to Agent at least  twenty  (20) days  prior to the  proposed
closing of the transaction.  The Agent shall have fifteen (15) days from receipt
of that notice to  determine  whether or not it wishes to exercise  its right of
first  refusal  with  respect to that  transaction.  The Agent shall  notify the
Company in  writing  of its  decision  to  exercise  or waive its right of first
refusal with respect to the  transaction  described in the notice.  If the Agent
waives its right of first refusal with respect to a particular transaction,  the
Company may proceed with that transaction;  provided,  however, that if prior to
any Closing in the proposed transaction the terms of the transaction are changed
in any  material  way from the terms set forth in the notice to the  Agent,  the
Agent's right of first  refusal  shall  commence  again.  Agent's  waiver of its
rights of its rights of first  refusal with respect to any specific  transaction
shall not act as a waiver of its  rights  with  respect  to future  transactions
within the applicable time period.

        5.3 In the event that Company  breaches  Section 5.1 of this  Agreement,
Agent  shall be  entitled  to  receive  compensation  based  upon the  aggregate
purchase price of securities  placed in such transaction in an amount calculated
pursuant to Section 3.4 hereof,  excluding,  however,  all amounts designated as
Non-Accountable Expense Allowances.



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6.      COVENANTS OF THE COMPANY.

        The Company covenants and agrees with the Agent that:

        6.1 After the date hereof, the Company will not at any time, prepare and
distribute  any  amendment or  supplement  to the Offering  Documents,  of which
amendment or supplement the Agent shall not previously have been advised and the
Agent and its  counsel  furnished  with a copy within a  reasonable  time period
prior to the  proposed  adoption  thereof,  or to which  the  Agent  shall  have
reasonably  objected in writing on the ground that it is not in compliance  with
the Act or the Rules and Regulations (if applicable).

        6.2 The Company will pay, whether or not the  transactions  contemplated
hereunder are consummated or this Agreement is prevented from becoming effective
or is  terminated,  all costs and expenses  incident to the  performance  of its
obligations  under  this  Agreement,  including  all  expenses  incident  to the
authorization  of the Securities and their issue and delivery to the Agent,  any
original  issue taxes in  connection  therewith,  all  transfer  taxes,  if any,
incident to the initial  sale of the  Securities,  the fees and  expenses of the
Company's  counsel  (except  as  provided  below) and  accountants,  the cost of
reproduction  and  furnishing  to the Agent copies of the Offering  documents as
herein provided;  provided,  however,  that the Company shall not be responsible
for the direct payment of fees and costs incurred by Agent, including attorney's
fees of or any costs incurred by the Agent's counsel.

        6.3 As a  condition  precedent  to the Initial  Put  Closing  Date,  the
Company  will  deliver  to the Agent a true and  correct  copy of all  documents
requested by Agent included in Agent's due diligence request,  including but not
limited to the Certificate of Incorporation  of the Company,  and all amendments
and certificates of designation of preferences of preferred stock,  certified by
the Secretary of State of the State of California.

        6.4 Prior to the Closing Date, the Company will cooperate with the Agent
in  such  investigation  as it  may  make  or  cause  to be  made  of all of the
properties,  business  and  operations  of the  Company in  connection  with the
Offering of the Securities.  The Company will make available to it in connection
therewith such information in its possession as the Agent may reasonably request
and will make  available  to the Agent  such  persons  as the Agent  shall  deem
reasonably necessary and appropriate in order to verify or substantiate any such
information so supplied.

        6.5 The  Company  shall be  responsible  for making any and all  filings
required  by the Blue Sky  authorities  of the State of  California  and filings
required by the laws of the  jurisdictions in which the Investor who is accepted
for purchase of Securities are located, if any.


7. NON-CIRCUMVENTION & CONFIDENTIALITY OF PROPRIETARY AGENT INFORMATION.

        7.1  Non-Circumvention.  The investor(s) who participate in the Offering
and the other  investor(s)  who are listed on the  schedule  attached  hereto as
Exhibit B shall be considered,  for purposes of this Agreement,  the property of
Agent.  The  Company  on  behalf  of  itself,  its  parent  or its  subsidiaries
(collectively  hereinafter  referred to as "Company")  agree not to  circumvent,


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<PAGE>



directly or  indirectly,  Agent's  relationship  with these  investor(s),  their
parents or any of the  investor(s')  subsidiaries  or  affiliates  (collectively
hereinafter  referred  to as  "Investor")  and  Company  will  not  directly  or
indirectly contact or negotiate with the Investor regarding an investment in the
Company,  or any  other  company,  and will not  enter  into  any  agreement  or
transaction  with  Investor,  or disclose the names of Investor,  except as such
disclosure may be required by any law, rule, regulation,  regulatory body, court
or administrative  agency, for a period of time beginning on the date hereof and
ending on the date that is two (2) years  after the  Initial  Put  Closing  Date
without  the  prior  written  approval  of  Agent;   provided,   however,   that
notwithstanding  the above,  nothing  contained in this Agreement  shall prevent
Company from directly or indirectly,  selling securities to the Investor through
a public  offering or from,  directly or  indirectly,  contacting or negotiating
with the Investor in satisfaction of Company's obligations under the Equity Line
Agreements entered into in connection  herewith.  In the event that the Company,
with the Agent's advance written permission accepts an investment (a "Subsequent
Investment")  from an Investor or Investors (other than in a public offering) in
a placement  being arranged  without an agent or through an agent other than the
Agent  during the period  beginning  on the date hereof and  terminating  on the
second  (2nd)  anniversary  of the Initial Put Closing  Date as described in the
Equity Line Agreement, the Company agrees to pay to the Agent a fee equal to six
percent(6%) of all amounts invested by such  Investor(s).  In the event that the
Company  accepts a Subsequent  Investment  without the Agent's  advance  written
permission,  the Company agrees to pay to the Agent a fee equal to eight percent
(8%) of all amounts invested by such Investor(s).

        7.2 Specific  Performance and Attorney's Fees. The Company  acknowledges
and agrees that, if it breaches its obligations  under Sections 7.1,  damages at
law  will be an  insufficient  remedy  to  Agent  and that  Agent  would  suffer
irreparable damage as a result of such violation. Accordingly, it is agreed that
Agent shall be entitled,  upon application to a court of competent jurisdiction,
to  obtain  injunctive  relief  against  the  breaching  party  to  enforce  the
provisions of such sections, which injunctive relief shall be in addition to any
other rights or remedies  available to Agent. The Company agrees to pay to Agent
(severally and not jointly) all costs and expenses incurred by Agent relating to
the  enforcement  of the terms of  Sections  7.1 hereof due to its own  actions,
whether by injunction, a suit for damages or both, including reasonable fees and
disbursements of counsel (both at trial and in appellate proceedings).

8.      INDEMNIFICATION.

        8.1 The Company  agrees to indemnify and hold  harmless the Agent,  each
person who  controls  the Agent  within the meaning of Section 15 of the Act and
the  Agent's  employees,   accountants,   attorneys  and  agents  (the  "Agent's
Indemnitees") against any and all losses, claims, damages or liabilities,  joint
or several, to which they or any of them may become subject under the Act or the
'34 Act or any other  statute or at common law and for any  reasonable  legal or
other  expenses  (including  the  costs of any  investigation  and  preparation)
incurred by them in connection with any litigation,  whether or not resulting in
any liability, but only insofar as such losses, claims, damages, liabilities and
litigation  arise  out of or are  based  upon (i) the  Company's  breach  of its
obligations under the Equity Line Agreement to deliver shares of Common Stock to
a Investor upon  submission by Investor of the required  documentation,  or (ii)
any untrue statement of material fact contained in the Offering Documents or any
amendment or supplement  thereto or any  application  or other document filed in

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any state or jurisdiction in order to qualify the Securities  under the Blue Sky
or  securities  laws  thereof,  or the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, under
the circumstances under which they were made, not misleading, all as of the date
of the Offering  Documents or of such amendment as the case may be, or (iii) any
breach of any  representation,  warranty or covenant made by the Company in this
Agreement,  provided,  however,  that the indemnity  agreement contained in this
Section  8.1  shall  not  apply  to  amounts  paid  in  settlement  of any  such
litigation, if such settlements are made without the consent of the Company (but
no such  settlement  may be made without the Company's  prior  written  consent,
which consent  shall not be  unreasonably  withheld),  nor shall it apply to the
Agent's  Indemnitees  in  respect  to  any  such  losses,   claims,  damages  or
liabilities  arising out of or based upon any such untrue  statement  or alleged
untrue statement or any such omission or alleged omission,  if such statement or
omission  was made in  reliance  upon  information  furnished  in writing to the
Company by the Agent  specifically for use in connection with the preparation of
the  Offering  Documents  or any such  amendment  or  supplement  thereto or any
application  or other document  filed in any state or  jurisdiction  in order to
qualify  the  Securities  under the Blue Sky or  securities  law  thereof.  This
indemnify  agreement is in addition to any other liability which the Company may
otherwise have to the Agent's Indemnitees. The Agent's Indemnitees agree, within
ten (10) days after the receipt by them of written notice of the commencement of
any action  against  them in respect to which  indemnify  may be sought from the
Company  under  this  Section  8.1,  to notify  the  Company  in  writing of the
commencement of such action; provided,  however, that the failure of the Agent's
Indemnitees  to notify the  Company of any such  action  shall not  relieve  the
Company  from any  liability  which it may have to the  Agent's  Indemnitees  on
account of the indemnity  agreement  contained in this Section 8.1,  except with
respect to any failure  which  irreparably  prejudices  the Company or causes an
event of adjudication  materially adverse to the Company.  The Company shall not
be  relieved  from  any  other  liability  which  it may  have  to  the  Agent's
Indemnitees,  and if the  Agent's  Indemnitees  shall  notify the Company of the
commencement  thereof,  the Company shall be entitled to participate in (and, to
the extent that the Company  shall wish,  to direct) the defense  thereof at its
own  expense,  but such  defense  shall be  conducted  by counsel of  recognized
standing and reasonably  satisfactory to the Agent's  Indemnitees,  defendant or
defendants,  in such  litigation.  The  Company  agrees  to notify  the  Agent's
Indemnitees  promptly  of the  commencement  of any  litigation  or  proceedings
against the Company or any of the  Company's  officers or directors of which the
Company  may be  advised  in  connection  with the  issue and sale of any of the
Securities and to furnish to the Agent's Indemnitees,  at their request,  copies
of all pleadings  therein and to permit the Agent's  Indemnitees to be observers
therein and apprise the Agent's Indemnitees of all developments  therein, all at
the Company's expense.

        8.2 With the exception  provided  below as to  limitations of indemnity,
the Agent  agrees,  in the same  manner  and to the same  extent as set forth in
Section 8.1 above, to indemnify and hold harmless the Company, and the Company's
and Company's directors, officers, employees, accountants,  attorneys and agents
(the "Company's  Indemnitees")  with respect to (i) any statement in or omission
from the  Offering  Documents  or any  amendment  or  supplement  thereto or any



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application or other document filed by the Company in any state or  jurisdiction
in order  for the  Company  to  qualify,  the  Securities  under the Blue Sky or
securities laws thereof,  or any information  furnished  pursuant to Section 2.4
hereof,  if such  statement  or omission was made in reliance  upon  information
furnished in writing to the Company by the Agent in a document executed by Agent
on its behalf specifically for use in connection with the preparation thereof or
supplement  thereto, or (ii) any untrue statement of a material fact made by the
Agent or its  agents  not  based on  statements  in the  Offering  Documents  or
authorized  in  writing  by the  Company,  or  with  respect  to any  misleading
statement  made by the  Agent  or its  agents  resulting  from the  omission  of
material  facts  which  misleading  statement  is not  based  upon the  Offering
Documents,  and any documents filed with public or  governmental  authorities or
agencies,  and any public press releases or information  furnished in writing by
the Company  or,  (iii) any breach of any  representation,  warranty or covenant
made by the Agent in this  Agreement.  The Agent shall not be liable for amounts
paid in  settlement  of any such  litigation  if such  settlement  was  effected
without its  consent.  In case of the  commencement  of any action in respect of
which indemnity may be sought from the Agent,  the Company's  Indemnitees  shall
have the same  obligation  to have  notice as set forth in  Section  8.1  above,
subject to the same loss of indemnity in the event such notice is not given, and
the Agent shall have the same night to  participate  in (and, to the extent that
it shall wish,  to direct) the  defense of such action at its own  expense,  but
such defense  shall be conducted by counsel of  recognized  standing  reasonably
satisfactory  to  the  Company.   The  Agent  agrees  to  notify  the  Company's
Indemnitees,  at their request,  and to provide copies of all pleadings  therein
and to permit the  Company's  Indemnitees  to be observers  therein and appraise
them of all the developments therein, all at the Agent's expense. As to Damages,
Company  recognizes  that since it is  receiving  the net proceeds of the monies
generated by this placement, that indemnity, if any, to be paid by the Placement
Agent to the Company  shall be strictly  limited to the  Placement  Agent's Cash
Fee,   inclusive  of  attorney  fees  and  costs  of  arbitration  and/or  court
proceedings.

9.      LIQUIDATION DAMAGES.

        Company and Agent both acknowledge that it would be extremely
impractical  and  difficult  to ascertain  the actual  damages to be suffered by
Company if Agent is found by an arbitrator or a court of competent  jurisdiction
to have breached any of the representations,  warranties and covenants contained
in  Section  13  of  this  Agreement.   Accordingly,  should  a  breach  of  the
representations  of Section 13 be proven and Agent found liable for said breach,
Company and Agent  hereby  agree that the damages  shall be limited to an amount
equal to the Cash  Placement  Fee  received by Agent  pursuant to Section 3.4 of
this Agreement plus the return to the Company of the Agent  Securities  received
by Agent  pursuant to Section 3.4 of this  Agreement (or, to the extent that the
Agent  Securities have already been sold by Agent,  the value, as defined below,
of the Agent  Securities),  inclusive of all attorney's  fees and cost of court.
For  purposes  hereof,  the value of the Agent  Common  Stock shall be deemed to
equal the lesser of (i) the  aggregate  Share  Price of any Agent  Common  Stock
issued to Agent or (ii) the market  value of such Agent Common Stock on the date
that such shares were sold by Agent,  and in either  case,  the Agent may return
such Agent Common  Stock to the Company in lieu of any payment,  as to the value
of such Agent  Securities,  for damages  pursuant to this section.  For purposes


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hereof,  the value of each Warrant  issued to Agent which has been  exercised by
Agent  shall be the  difference  of (i) the  market  value of the  Common  Stock
received  upon such  exercise  on the date that such  shares were sold by Agent,
minus (ii) the  Exercise  Price of such  Warrant.  This  provision  is not to be
construed as a penalty, but as full liquidated damages under Georgia law.

10.     EFFECTIVENESS OF AGREEMENT.

        This Agreement shall become effective (i) at 9:00 A.M., Atlanta, Georgia
time, on the date hereof or (ii) upon release by the Agent of the Securities for
offering  after the date hereof,  whichever  occurs  first.  The Agent agrees to
notify the  Company  immediately  after the Agent shall have taken any action by
such release or otherwise wherein this Agreement shall have become effective.

11.     CONDITIONS OF THE AGENT'S OBLIGATIONS.

        The Agent's  obligations to act as agent of the Company hereunder and to
find purchasers for the Securities  shall be subject to the accuracy,  as of the
Closing Date, of the  representations  and warranties on the part of the Company
herein  contained,  to the  fulfillment of or compliance by the Company with all
covenants and conditions hereof, and to the following additional conditions:

        11.1  Counsel to the Agent  shall not have  objected in writing or shall
not have failed to give his consent to the Offering  Documents  (which objection
or failure to give consent shall not have been done unreasonably).

        11.2 The Agent shall not have disclosed to the Company that the Offering
Documents,  or any amendment thereof or supplement  thereto,  contains an untrue
statement of fact,  which,  in the opinion of counsel to the Agent, is material,
or omits to state a fact which, in the opinion of such counsel,  is material and
is  required  to be  stated  therein,  or is  necessary  to make the  statements
therein, under the circumstances in which they were made, not misleading.

        11.3 Between the date hereof and the Closing Date, the Company shall not
have sustained any loss on account of fire, explosion, flood, accident, calamity
or any other cause of such character as would  materially  adversely  affect its
business or property considered as an entire entity, whether or not such loss is
covered by insurance.

        11.4  Except as set forth in the  Offering  Documents  , during the time
period between the date hereof and the Initial Put Closing Date,  there shall be
no litigation  instituted or threatened against the Company,  and there shall be
no  proceeding  instituted or  threatened  against the Company  before or by any
federal or state commission,  regulatory body or administrative  agency or other
governmental body, domestic or foreign,  wherein an unfavorable ruling, decision
or finding would materially adversely effect the business, franchises,  license,
permits,  operations or financial  condition or income of the Company considered
as an entity.

        11.5  Except as  contemplated  herein  or as set  forth in the  Offering
Documents,  during the period subsequent to the most recent financial statements
contained  in the  Offering  Documents,  if any,  and prior to the  Initial  Put
Closing Date,  the Company (i) shall have conducted its business in all material
respects in the usual and ordinary  manner as the same is being  conducted as of


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the date hereof and (ii) except in the ordinary course of business,  the Company
shall not have incurred any liabilities or obligations (direct or contingent) or
disposed of any assets, or entered into any material  transaction or suffered or
experienced  any  substantially  adverse change in its  condition,  financial or
otherwise.  At the Closing  Date,  the equity  account of the  Company  shall be
substantially  the same as reflected in the most recent balance sheet  contained
in the Offering  Documents  except for reductions  for matters  discussed in the
Equity Line Agreements and without considering the proceeds from the sale of the
Securities other than as may be set forth in the Offering Documents.

        11.6  The  authorization  of the  Securities  by  the  Company  and  all
proceedings  and other  legal  matters  hereto  and to this  Agreement  shall be
reasonably satisfactory in all material respects matters to the Agent or counsel
to the Agent,  who shall have  furnished the Agent on the Closing Date with such
favorable  opinion with respect to the sufficiency of all corporate  proceedings
and other legal matters  relating to this  Agreement as the Agent may reasonably
require,  and the Company shall have furnished such counsel such documents as he
may have  requested  to enable him to pass upon the matters  referred to in this
subparagraph.

        11.7 The Company shall have  furnished to the Investor,  with a true and
correct copy to the Agent, the opinion, dated the Closing Date, addressed to the
Investor,  from counsel to the Company, as required by the Equity Line Agreement
in substantially the form attached to the Equity Line Agreement as an exhibit.

        11.8 The  Company  shall  have  furnished  to the Agent a due  diligence
certificate  signed  by the Chief  Executive  Officer  and the  Chief  Financial
Officer of the Company, dated as of the Closing Date, to the effect that:

             (i) the  representations  and  warranties  of the  Company  in this
Agreement are true and correct in all material respects at and as of the Closing
Date  (other  than  representations  and  warranties  which by their  terms  are
specifically limited to a date other than the Closing Date), and the Company has
complied with all the  agreements  and has  satisfied all the  conditions on its
part to be performed or satisfied at or prior to the Closing Date;

             (ii) the Company has carefully examined the Offering Documents, and
any amendments and supplements thereto,  and, to the best of its knowledge,  all
statements  contained  in  the  Offering  Documents,   and  any  amendments  and
supplements  thereto,  are true and correct, and neither the Offering Documents,
nor any  amendment or  supplement  thereto,  includes any untrue  statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements  therein under the  circumstances in which they
were made not misleading, and since the date hereof, there has occurred no event
required to be set forth in an amended or supplemented Offering Documents, which
has not been set forth; except as set forth in the Offering Documents, since the
respective  dates as of which the periods for which the  information is given in
the Offering Documents and prior to the date of such certificate,  (a) there has
not been any material adverse change, financial and otherwise, in the affairs of
condition of the Company, and (b) except as disclosed in the Offering Documents,
the Company has not incurred any material  liabilities,  direct or contingent or
entered into any material transactions, otherwise than in the ordinary course of
business; and

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             (iii) the  Company  has  provided  true and  correct  copies of all
documents  in its  possession  or which it could  obtain that were  requested by
Agent pursuant to any due diligence inquiry.

12.     TERMINATION.

        12.1  This  Agreement  may be  terminated  by the Agent by notice to the
Company in the event that the Company shall have failed or been unable to comply
with any of the material  terms,  conditions or provisions of this  Agreement on
the part of the Company to be  performed,  complied  with  fulfilled  within the
respective  times, if any, herein provided for, unless  compliance  therewith or
performance  or  satisfaction  thereof shall have been  expressly  waived by the
Agent in writing.  However,  if any material  breach by the Company can be cured
within ten (10) business days,  Agent shall provide the Company such  reasonable
period to cure.

        12.2 This  Agreement  may be  terminated by the Company by notice to the
Agent  in the  event  that  the  Agent  shall  have  materially  failed  or been
materially  unable to comply with any of the terms,  conditions or provisions of
this  Agreement  on the part of the  Agent  to be  performed,  complied  with or
fulfilled  within the respective  times,  if any,  herein  provided for,  unless
compliance  therewith or  performance  or  satisfaction  thereof shall have been
expressly waived by the Company in writing.  However,  if any material breach by
Agent can be cured within ten (10)  business  days,  Company shall provide Agent
such ten (10) business days to cure.

        12.3  This  Agreement  may be  terminated  by the Agent by notice to the
Company at any time,  if, in the  reasonable,  good faith judgment of the Agent,
payment  for  and  delivery  of the  Securities  is  rendered  impracticable  or
inadvisable  because: (i) additional material  governmental  restrictions not in
force and effect on the date  hereof  shall have been  imposed  upon  trading in
securities generally, (ii) a war or other national calamity shall have occurred,
or (iii) the condition of the market (either  generally or with reference to the
sale of the  Securities  to be offered  hereby) or the  condition  of any matter
affecting  the  Company  or any  other  circumstance  is such  that it  would be
undesirable,  impracticable  or  inadvisable,  in the judgment of the Agent,  to
proceed with this Agreement or with the Offering.

        12.4 Any termination of this Agreement pursuant to this Section 12 shall
be without  liability of any character  (including,  but not limited to, loss of
anticipated profits or consequential  damages) on the part of any party thereto,
except that the Company  shall  remain  obligated  to pay the costs and expenses
provided  to be paid by it  specified  in  Sections 3 ; and the  Company and the
Agent shall be obligated to pay,  respectively,  all losses,  claims, damages or
liabilities,  joint or several, under Section 8.1 in the case of the Company and
Section 8.2 in the case of the Agent.

13.     AGENT'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

        The Agent represents and warrants to and agrees with the Company that:


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        13.1 The Placement Agent is a limited  liability  company duly organized
and  existing  under the laws of the  state of Utah.  The  Placement  Agent is a
licensed NASD broker-dealer, and a member of SIPC.

        13.2 There is not now pending or threatened or to the Agent's knowledge,
contemplated  against the Agent any action or  proceeding of which the Agent has
been  advised,  either  in any  court  of  competent  jurisdiction,  before  the
Commission or before any state securities commission or the NASD, concerning the
Agent's  activities  which would  impair the ability of the Agent to conduct the
Offering as contemplated by this Agreement.

        13.3 In the  event any  action or  proceeding  of the type  referred  to
Section 13.2 above shall in be instituted or threatened against the Agent at any
time  prior to the  Closing  Date or,  in the event  there  shall be filed by or
against  the  Agent in any  court,  pursuant  to any  federal,  state,  local or
municipal  statute, a petition in bankruptcy or insolvency or for reorganization
or for the  appointment  of a receiver  or trustee of its assets or if the Agent
makes an  assignment  for the benefit of  creditors,  the Company shall have the
right,  on three (3)  days'  written  notice to the  Agent,  to  terminate  this
Agreement without any liability to the Agent of any kind, except for the payment
of all expenses provided herein.

        13.4 Agent  understands  and  acknowledges  that prior to issuance,  the
Equity  Line  Agreement  is not being  registered  under  the Act,  and that the
Offering and sale of the Equity Line  Agreement  is to be conducted  pursuant to
Regulation  D under  the  Securities  Act of  1933,  as  amended,  (the  "Act").
Accordingly, in conducting its activities under this Agreement.

             (a) Agent has not offered or placed and will not offer or place the
Equity Line Agreement or the Securities that may issue therefrom to any investor
which Agent does not have reasonable grounds to believe, or does not believe, is
an "Accredited Investor," within the meaning of Regulation D under the Act.

             (b) Agent has not offered or placed and will not offer or place the
Equity Line  Agreement by means of any form of general  solicitation  or general
advertising, including, but not limited to, the following:

                 (1) any advertisement  article,  notice or other  communication
published  in any  newspaper,  magazine  or  similar  medium or  broadcast  over
television or radio; and

                 (2) any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising.

             (c) Agent will not solicit or accept the subscription of any person
unless  immediately  before  accepting  such  subscription  Agent has reasonable
grounds  to  believe  and does  believe  that (i) such  person is an  Accredited
Investor and (ii) all  representations  made and  information  furnished by such
person in the Equity Line  Agreement and related  documents are true and correct
in all material respects.

             (d) Agent will not solicit any purchasers of any securities  unless
the Offering Documents are furnished to such prospective purchaser.


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             (e) Upon notice from the Company  that the Offering  Documents  are
required to be amended or supplemented,  Agent will immediately cease use of the
Offering  Documents  until Agent has received such  amendment or supplement  and
thereafter  will  make  use of the  Offering  Documents  only as so  amended  or
supplemented,  and Agent will deliver a copy of such  amendment or supplement to
each  prospective  investor  to  whom  a  copy  of the  Offering  Documents  had
previously been delivered (and who has not returned such copy).

             (f) Agent will use its best  efforts to conduct the offering of the
Securities in a manner that will allow the  availability of the private offering
exemption  from  federal   securities   regulation   provided  by  Regulation  D
promulgated under the Securities Act of 1933, as amended.

             (g) Agent will  notify the  Company  in writing  promptly  when any
event shall have  occurred  during the Offering  Period as a result of which any
representation or warranty of the Agent herein would not be true.

        13.5 Neither the Agent nor any of its affiliates or controlling  persons
will take any action  that will  impair the  effectiveness  of the  transactions
contemplated by this Agreement.

        13.6 All corporate actions by Agent required for the execution, delivery
and performance of this Agreement have been taken. The execution and delivery of
this Agreement by the Agent,  the observance and  performance  thereof,  and the
consummation  of  the  transactions  contemplated  herein  or  in  the  Offering
Documents  do not and will not  constitute  a material  breach of, or a material
default under, any instrument or agreement by which the Agent is bound, and does
not and will not, to the best of the Agent's knowledge,  contravene any existing
law,  decree or order  applicable to it. This Agreement  constitutes a valid and
binding agreement of Agent, enforceable in accordance with its terms.

        13.7  Agent  understands  that  the  Company  is  relying  upon  Agent's
representations  and warranties in connection  with the Offering and the sale of
the Equity Line Agreement and the  underlying  Securities  contemplated  by this
Agreement.

        13.8 Agent's  representations and warranties under this Section 13 shall
be  true  and  correct  as  of  the  Closing,  and  shall  survive  the  Closing
indefinitely.

14.     COMPANY ACKNOWLEDGMENT.

        14.1 Company  understands and acknowledges  that the Investor,  in their
sole  discretion,  may elect to hold the  Securities  underlying the Equity Line
Agreement for various  periods of time,  as provided in the Offering  Documents,
and the Company  further  acknowledges  that Agent makes no  representations  or
warranties  as to how long the  Securities  will be held by each Investor or the
Investors' trading history or investment strategies.

        14.2 The number of shares of Common Stock, as defined in the Equity Line
Agreement, that the Company may be obligated to issue on the Initial Put Closing
Date,  as defined in the Equity Line  Agreement  may increase  substantially  in



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certain circumstances,  including the circumstance in which the trading price of
the Common Stock declines.  The Company's  executive officers and directors have
studied  and fully  understand  the nature of the Equity  Line  Agreement,  this
Agreement and the Securities  being sold thereunder and recognize that they have
a potential dilutive effect. The board of directors of the Company has concluded
in its good faith business  judgment that such issuance is in the best interests
of the Company.

        14.3 Company understands that there is no assurance as to how the market
and/or  market  makers will respond to the  purchase and sale of the  Securities
underlying the Equity Line Agreement.

        14.4 Company  acknowledges  that Agent has not made (either  directly or
through  any  agent  or  representative)  any  representations,   warranties  or
covenants  contrary to sections  14.1 through 14.3 and that Agent has  disclosed
the  risks  inherent  in  the  structure  of  the  Offering  including,  without
limitation,  risks associated with the activities  contemplated in Sections 14.1
through 14.3.

        14.5  Company  acknowledges  that due to the  increase  in the  possible
issuance of shares of the Company's Common Stock during the course of the Equity
Line Agreement, an issuance of more than twenty percent (20%) of the outstanding
Common Stock of Company could occur.

        14.6 Company  acknowledges  that this  Offering will not be deemed to be
integrated  with any prior placement of securities by the Company under Rule 502
of the Securities Act of 1933 or other applicable law.

15. NOTICES. Except as otherwise expressly provided in this Agreement:

        15.1 Whenever  notice is required by the provisions of this Agreement to
be given to the  Company,  such  notice  shall be in writing,  addressed  to the
Company, at:

        If to Company:      Attn:   Bruce D. Stuart, CEO
                                    Staruni Corporation
                                    1642 Westwood Boulevard
                                    Los Angeles, California  90024

        With a Copy to:     Attn:

        15.2 Whenever  notice is required by the provisions of this Agreement to
be given to the Agent,  such notice shall be given in writing,  addressed to the
Agent, at:

        If to the Agent:    Attn:   Gregory Bartko, CEO
                                    Capstone Partners, L.C.
                                    3475 Lenox Road, Suite 400
                                    Atlanta, Georgia 30326


        With a Copy to:     Attn:


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        15.3 Any notice  instructing  the Escrow Agent to  distribute  monies or
Securities  held in  Escrow  must be  signed  by  authorized  agents of both the
Company and the Agent in order to be valid.

16.     MISCELLANEOUS.

        16.1 Benefit. This Agreement is made solely for the benefit of the Agent
and the Company,  their  respective  officers and directors and any  controlling
person referred to in Section 15 of the Act and their respective  successors and
assigns, and no other person may acquire or have any night under or by virtue of
this Agreement,  including,  without limitation,  the holders of any Securities.
The  term  "successor"  or the term  "successors  and  assigns"  as used in this
Agreement shall not include any purchasers, as such, of any of the Securities.

        16.2 Survival. The respective indemnities, agreements,  representations,
warranties,  covenants and other statements of the Company and the Agent, or the
officers,  directors or controlling  persons of the Company and the Agent as set
forth in or made pursuant to this Agreement and the indemnity  agreements of the
Company  and the  Agent  shall  survive  and  remain in full  force and  effect,
regardless of (i) any  investigation  made by or on behalf of the Company or the
Agent or any such officer,  director or controlling  person of the Company or of
the Agent; (ii) delivery of or payment for the Securities;  or (iii) the Closing
Date, and any successor of the Company or the Agent or any  controlling  person,
officer  or  director  thereof,  as the case may be,  shall be  entitled  to the
benefits hereof.

        16.3  Governing  Law,   Jurisdiction  and  Arbitration.   The  validity,
interpretation  and construction of this Agreement and of each party hereof will
be  governed  by the laws of the  State of  Georgia.  Any  controversy  or claim
arising  out of or related to this  Agreement  or the breach  thereof,  shall be
settled by binding arbitration in Atlanta,  Georgia in accordance with the rules
of the  Judicial  Arbitration  & Mediation  Services'  Eastern  Regional  Office
located in Atlanta,  Georgia  ("JAMS").  A proceeding  shall be  commenced  upon
written  demand by Company or the Agent 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  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.

        16.4  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  each of which may be deemed an original and all of which together
will constitute one and the same instrument.



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        16.5 Confidential  Information.  All confidential  financial or business
information  (except  publicly  available or freely  usable  material  otherwise
obtained from another source) respecting either party will be used solely by the
other party in  connection  with the within  transactions,  be revealed  only to
employees or contractors of such other party who are necessary to the conduct of
such transactions, and be otherwise held in strict confidence.

        16.6 Public  Announcements.  Neither  party hereto will issue any public
announcement  concerning the within transactions  without the review and comment
of the other  party.  The Agent shall have the right to review and comment  upon
any press release issued by the Company in connection with the Offering.

        16.7  Finders.  Company  represents  that it is not obligated to pay any
compensation or other fees, costs or related  expenditures in cash or securities
in  excess  of  $20,000  to any  underwriter,  broker,  agent,  finder  or other
representative  other than Agent.  Company  agrees to  indemnify  the Agent with
respect to any other  claim for a fee in  connection  with the  Offering.  Agent
agrees to  indemnify  the Company  with  respect to any claim for a finder's fee
that arises  because of Agent's  agreement  to pay a fee to the person or entity
making such claim.
        16.8  Recitals.  The  recitals  to this  Agreement  are a material  part
hereof,  and each recital Is  incorporated  into this Agreement by reference and
made a part of this Agreement.

17.     ESCROW AGENT FEES.

        The Company  hereby  agrees to pay the Escrow  Agent for the opening and
maintenance of the Escrow Account, incidental expenses and all services provided
by the Escrow Agent under the Escrow  Agreement,  of even date herewith,  by and
between the Company,  the Investor and the Escrow Agent.  The Company  agrees to
pay the Escrow Agent reasonable fees, including fees of counsel on behalf of the
Investor for the preparation of the Equity Line Agreement and related documents,
which fees shall equal two percent (2%) of the total amount of funding  provided
to the Company by the Investor  under the Equity Line  Agreement  (collectively,
"Escrow  Fees").  The Company does hereby agree to indemnify  and hold the Agent
harmless as to the  payment of any such  Escrow  Fees,  in  accordance  with the
provisions of Section 8.1 of this Agreement.

        IN WITNESS  WHEREOF,  the parties hereto have duly caused this Placement
Agent Agreement to be executed as of the day and year first above written.

                                    "THE COMPANY"
                                    STARUNI CORPORATION

                                    By:
                                        -------------------------------
                                        Bruce D. Stuart, CEO


                                    "THE AGENT"
                                    CAPSTONE PARTNERS, L.C.


                                    By:
                                        -------------------------------
                                        Gregory Bartko, CEO

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