PRIVATE EQUITY LINE OF CREDIT AGREEMENT
BY AND BETWEEN
BOAT BASIN INVESTORS LLC
DATED AS OF SEPTEMBER 28, 2000
10.5 - 1
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:
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
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.