Letter of Understanding for Sale of ISP Business and Assets by Staruni Corporation and Elephant Talk Limited to Vision Aerospace, Inc.

Summary

Staruni Corporation and Elephant Talk Limited (together, "ET") have agreed with Vision Aerospace, Inc. that, following the merger of Staruni and Elephant Talk, ET will sell its ISP business (Cyberhotline.com and Ibargain.com) and all assets of Staruni existing as of January 3, 2002, to Vision. In return, Vision will issue 1,000,000 shares to ET. This agreement outlines the planned transaction and the exchange of shares for business assets after the merger is completed.

EX-10.28 4 exhibit-10_28.txt LETTER OF UNDERSTANDING Exhibit 10.28 LETTER OF UNDERSTANDING This Letter of Understanding is by and between Staruni Corporation and Elephant Talk Limited (collectively referred hereto as "ET"), on the one hand, and Vision Aerospace, Inc. ("Vision"), a Nevada corporation, on the other. WHEREAS, a merger is scheduled to occur between Staruni Corporation and Elephant Talk Limited; and WHEREAS, Staruni Corporation's businesses prior to such merger consist of Cyberhotline.com and Ibargain.com (collectively "the ISP business"); and WHEREAS, upon completion of the merger ET wishes to sell off the ISP business; Therefore, the parties understand as follows: 1. Shortly after the completion of the merger, ET shall sell the ISP business to Vision and shall also sell to Vision all assets of Staruni Corporation which existed as of January 3, 2002, including all stock and bank accounts (of which such accounts are attached hereto as Schedule 4.9) of Staruni Corporation, in exchange for 1,000,000 (one million) shares of Vision. This letter of understanding is executed on this 4th day of January, 2002 by the parties listed below. Dated: January 4, 2002 Elephant Talk Limited Staruni Corporation By:______________________ Russelle Choi, CEO Dated: January 4, 2002 Vision Aerospace, Inc. By:______________________ Bruce Stuart, President 1