Letter Of Understanding

Letter of Understanding

by Elephant Talk Communications
January 18th, 2002
                                                                   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

         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

         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

                               Russelle Choi, CEO

Dated: January 4, 2002      Vision Aerospace, Inc.

                               Bruce Stuart, President