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 ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇.▇▇▇ (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:______________________
▇▇▇▇▇▇▇▇ ▇▇▇▇, CEO
Dated: January 4, 2002 Vision Aerospace, Inc.
By:______________________
▇▇▇▇▇ ▇▇▇▇▇▇, President
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