STARUNI CORPORATION EMPLOYEE
BENEFIT PLAN
21
THE EMPLOYEE BENEFIT PLAN OF STARUNI CORPORATION
Staruni Corporation, a California corporation (the "Company"), hereby adopts The Employee Benefit Plan of
Staruni Corporation (the "Plan") this 15th day of March, 1999. Under the Plan, the Company may issue stock, or
grant options to acquire the Company's common stock, par value $0.01 (the "Stock"), from time to time to
employees of the Company or its subsidiaries, all on the terms and conditions set forth herein ("Benefits"). In
addition, at the discretion of the Board of Directors, Benefits may from time to time be granted under this Plan to
other individuals, including consultants or advisors, who contribute to the success of the Company or its
subsidiaries but are not employees of the Company or its subsidiaries, provided that bona fide services shall be
rendered by consultants and advisors and such services must not be in connection with the offer or sale of
securities in a capital-raising transaction. No stock may be issued, or option granted under the benefit plan to
consultants, advisors, or other persons who directly or indirectly promote or maintain a market for the
Company's securities.
1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining and developing a management
team, attracting qualified officers and employees capable of assuring the future success of the Company, and
rewarding those individuals who have contributed to the success of the Company. The Company has designed
this Plan to aid it in retaining the services of executives and employees and in attracting new personnel when
needed for future operations and growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's business, and to provide them
with an opportunity to obtain or increase a proprietary interest in the Company. It is also designed to permit the
Company to reward those individuals who are n