ESCROW AGREEMENT (the "Escrow Agreement") made as of the 28th day of September, 2000, by and
among Staruni Corporation, a California corporation, with offices at 1642 Westwood Bouelvard, Los Angeles,
California 90024 (the "Company"), Boat Basin Investors LLC, a limited liability company organized under the
laws of Nevis (the "Investor"), and Novack Burnbaum Crystal LLP with offices at 300 East 42nd Street, New
York, New York 10017, as escrow agent (the "Escrow Agent").
W I T N E S S E T H:
WHEREAS, the Company desires to raise capital in order to finance the growth of its business operations and
for other general corporate purposes;
WHEREAS, the Investor will from time to time as requested by the Company, purchase shares of the
Company's common stock, no par value per share (the "Common Stock"), from the Company and will be issued
Put Warrants in conjunction with the purchase of such shares of Common Stock as set forth in that certain
Private Equity Line of Credit Agreement (the "Purchase Agreement") dated the date hereof between the Investor
and the Company, which shares will be issued pursuant to the terms and conditions contained in the Purchase
Agreement and herein; and
WHEREAS, pursuant to the Purchase Agreement, the Company and the Investor have requested that the
Escrow Agent receive from the Company, hold in escrow and ultimately deliver, as applicable, the Put Warrants,
and have further requested that upon each Put, the Escrow Agent receive, hold, and ultimately deliver, the
relevant number of Put Shares.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowl-edged, the parties to this Escrow
Agreement hereby agree as follows:
1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings respectively
assigned to them in the Purchase Agreement.
2. (a) Escrow of Put Warrants. On or prior to each