RICHARD D. SURBER
                                Attorney at Law*
                               268 West 400 South
                                    Suite 300
                           Salt Lake City, Utah 84101
                            Telephone (801) 575-8073

                                                    *Admitted only in California

                                   May 1, 2000

                                                RE: Settlement of Fees Agreement

Mr. Bruce Stuart
Staruni Corporation
1642 Westwood Blvd.

Los Angeles, California 90024

Mr. Stuart

         Due to the number  hours that have been  incurred to complete  the Form
10SB  and its  subsequent  comments,  we will  need to  renegotiate  the fee for
services.  The standard  time that is allocated to a client for  completion of a
Form 10SB and all comments is 100 hours. Myself and the support staff have spent
150 hours to date on this form and it will  still  require  additional  hours to
complete. I propose the following additional terms be added to the fee agreement
for the completion of the Form 10SB and amendments thereto.

1.       The Company  shall issue to Myself and staff members a total of 300,000
         shares of the  Company's  no par value  common  stock  pursuant  to the
         Company's Employee Benefit Plan.

2.       Payment of this fee paid by you shall cover all hourly and expense cost
         that have been, or will be incurred for the  preparation  and filing of
         the Form 10-SB for Staruni  Corporation  and the preparation and filing
         of the amendment to Form 10-SB wherein the financial

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         statements  were updated to include the first quarter of the year 2000,
         ending March 31, 2000.

Sincerely,


/s/Richard D. Surber
Richard D. Surber, Esq

         I agree to the terms  outlined  in this  letter  and  acknowledge  that
fulfillment  of these  terms will  serve as  payment of all debts,  as set forth
herein, owed to Richard D. Surber, Esq.

Staruni Corporation


/s/Bruce Stuart
Bruce Stuart, CEO                                             Date 5/1/00












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