PLACEMENT AGENT AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the 13th 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").
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.
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"