UPGRADE INTERNATIONAL CORPORATION
                          1411 Fourth Avenue, Suite 629
                            Seattle, Washington 98101


                                December 11, 2000



Mr.  Marco  Garibaldi
President
Rockster,  Inc.
8670  Wilshire  Boulevard
Third  Floor
Beverly Hills, California 90211

                         Re:  Rockster, Inc. ("Rockster")
                              ---------------------------

Dear Mr. Garibaldi:

     This  letter  sets  forth  the  general  terms  and conditions of a binding
agreement ("Letter Agreement") by and between Upgrade International Corporation,
a  Washington  corporation  ("UPGRADE")  and  Rockster,  Inc.,  a  California
corporation  ("Rockster"), with respect to the purchase from Rockster by UPGRADE
of  fifty-seven  percent  (57%) of the outstanding common stock of Rockster (the
"Acquisition").  Specifically,  we  have  agreed  as  follows:

     1.     Ownership.  Marco Garibaldi is presently the majority shareholder of
            ---------
Rockster  (the  "Shareholder")  and  the authorized capital stock of Rockster is
presently  10,000,000  shares,  no  par  value (the "Shares"). Other than as set
forth on Schedule A hereto, there are no outstanding options, warrants or rights
to  purchase  the  Shares.  Other  than  as  disclosed on Schedule A hereto, the
Shareholder  is  not  aware of any agreements or commitments with respect to the
disposition  of  any of the Shares or any proxy, voting trust or other agreement
relating  to  the  voting  of  the  Shares.

     2.     Acquisition  Consideration.  In  the  Acquisition, UPGRADE agrees to
            --------------------------
purchase  directly  from  Rockster  that number of shares that will result in an
ownership  interest of fifty-seven percent (57%) of the outstanding common stock
of  Rockster  for  an  aggregate  purchase  price  of  Five  Million  Dollars
($5,000,000),  in  a  series  of stock purchases to be completed as set forth in
Schedule  B hereto, which Schedule is incorporated herein by this reference. The
shares  intended  to be acquired as herein provided shall be issued by Rockster,
in  proportion  to  the actual monies received in each instance, upon receipt of
such  monies  as set forth in Schedule B in such number as shall be equal to the
quotient  of  the  actual  monies  delivered  to Rockster divided by $5,000,000.

     3.     Closing. The closing ("Closing") of the transactions contemplated by
            -------
this  Letter  Agreement  will  occur on January 31, 2001 (the "Closing Date") or
such  other  date  as  is  mutually  agreed  to  by  UPGRADE,  Rockster  and the
Shareholder.


<PAGE>
                                               UPGRADE INTERNATIONAL CORPORATION
Mr.  Marco  Garibaldi
December 7, 2000
Page 2


     4.     Operating Budget.  Attached hereto is a preliminary operating budget
            ----------------
of  Rockster as of_______, 2000.  Rockster shall submit a final operating budget
(the  "Budget") to UPGRADE as soon as it is available, and UPGRADE's approval of
the  Budget  will  be  a  condition to closing the transactions outlined in this
Letter  Agreement.

     5.     Covenants.  Between  the  date  of  this  Letter  Agreement  and the
            ---------
Closing  Date  (or  the  earlier termination of this Letter Agreement), Rockster
will  continue  to  conduct  its  respective operations only in the ordinary and
usual  course,  consistent  with  past  practices and will notify UPGRADE of any
material  adverse  developments.  Specifically  and without limitation, Rockster
will  not,  without  the  prior  written  consent of UPGRADE, declare or pay any
dividend  or  distribution  on  its  capital stock; issue or commit to using any
additional shares of capital stock or other securities, incur additional debt in
excess of $25,000, materially increase any compensation of any officer, director
or  related  party  thereto; sell, pledge or dispose of any assets except in the
ordinary  course  of  business;  or  make  any  significant  decisions affecting
operations,  such as, but not limited  to, decisions  relating to  settlement of
signaficant claims,  capital expenditures and wage increases.  Rockster will use
its best efforts to  preserve and  keep  intact  the business organization, keep
available the services  of key employees  and  preserve  the  good  will  of the
customers, suppliers,  creditors  or others having business  relationships  with
Rockster.

     6.     Access  to  Information.  UPGRADE and its authorized representatives
            -----------------------
will, upon reasonable request and during normal business hours, have full access
to  the properties, assets, management, books  and records of Rockster. Rockster
will authorize its accountants to cooperate with UPGRADE and its representatives
as they  may  reasonably  request,  including  review  of  work  papers.  If the
examination of the books  and records identifies any matter that has or may have
a material  adverse  effect on the  financial condition of Rockster, UPGRADE may
terminate this Letter Agreement  without  further  obligation.

     7.     Securities  -  Trading. Rockster hereby agrees that between the date
            ----------------------
of  this  Letter  Agreement  and the Closing Date (or the earlier termination of
this  Letter Agreement), Rockster will refrain, and will use its best efforts to
cause Rockster's and Rockster's officers, directors, shareholders and affiliates
to  refrain,  from  any  securities  trading  activities  with  respect  to  the
securities  of  UPGRADE.

     8.     Corporate  Approval.  Rockster  represents  and  warrants  that this
            -------------------
Letter  approval  will  receive concurrent approval form its Board of Directors.

     9.     Definitive  Agreement.      The  parties  acknowledge  that  the
            ----------------------
transactions  contemplated  by this Letter Agreement will be reflected in a more
detailed  stock  purchase  agreement  and  related  documents  (the  "Definitive
Agreement").  The parties agree to negotiate in good faith to establish mutually


<PAGE>
                                               UPGRADE INTERNATIONAL CORPORATION
Mr.  Marco  Garibaldi
December 7, 2000
Page 3


acceptable  terms  and  provisions  of  the  Definitive  Agreement which are not
inconsistent  with  the  terms  of  this  Letter  Agreement.

     10.     Representations  and  Warranties.  The  Definitive  Agreement  will
             --------------------------------
contain  representations, warranties, covenants and indemnifications of the type
generally  found  in  transactions  of  this type, including representations and
warranties  of each of Rockster and the Shareholder with respect to, among other
matters,  corporate  authority  and  capitalization,  accuracy  of  financial
statements,  contracts  and  the  absence  of  defaults thereunder, title to and
condition  of  assets, absence of undisclosed liabilities, compliance with laws,
payment  of  taxes,  employee  benefits,  litigation  and  claims,  and required
approvals. The Definitive Agreement will also have a covenant to the effect that
UPGRADE  will  be  given  a  seat  on  the  Rockster Board of Directors once the
Definitive  Agreement  is  consummated.

     11.     Conditions  to  Closing.  The Definitive Agreement will include the
             -----------------------
following  conditions precedent to the obligations of the parties: (i) obtaining
any  necessary  consents  and  approvals of governmental agencies and regulatory
boards;  (ii)  the  absence  of  pending  litigation  regarding the transactions
contemplated  hereby;  (iii)  the  absence  of  any  major changes  in business,
properties,  financial  condition or prospects of Rockster from the date of this
Letter  Agreement.  In  addition, UPGRADE shall be satisfied with the results of
its  due diligence investigation of Rockster and shall have approved the Budget.

     12.     Confidentiality.  It  is  understood  and  agreed  any  non-public
             ---------------
information  received  by  any  party  hereto  as  a  result  of discussions and
investigations,  by  this  Letter  Agreement  or otherwise received prior to the
Closing  Date,  will be kept confidential by the recipient and will be used only
for  the purposes of evaluating the transaction contemplated herein. The parties
may  make  disclosure  information  available  to  attorneys,  accountants  and
advisors,  provided  such  parties  agree  to  be  bound  by  the  terms of this
paragraph.  In  the  event  this  Letter Agreement is terminated, any non-public
information  received by any party shall be returned to the party providing such
information.

     13.     Exclusive  Dealing.  From  the  date  of  acceptance of this Letter
             ------------------
Agreement  until  the  execution  of  the  Definitive  Agreement (or the earlier
termination  of  this  Letter Agreement), the Shareholder and Rockster will not,
nor  will  any  of  them  permit  any  officers,  directors, employees, or other
advisors or representatives to (i) solicit, initiate, or encourage submission of
any  proposal  to  purchase  capital  stock  (including  the  Shares), or any of
Rockster's  assets;  (ii)  enter  into  any  agreement  with respect to any such
proposal;  or  (iii) participate in any discussions or negotiations regarding or
furnishing  any  information  to  any  person  with  respect to taking any other
actions  to  facilitate  inquiries  for  the  making of any proposal that may be
reasonably  expected  to  lead  to  any  such  proposal.

     14.     Consents.  Promptly  following  execution of this Letter Agreement,
             --------
the  parties  will  cooperate  with  one  another  to  proceed as promptly as is


<PAGE>
                                               UPGRADE INTERNATIONAL CORPORATION
Mr.  Marco  Garibaldi
December 7, 2000
Page 4


reasonably practical to seek and obtain all necessary consents and approvals and
to  endeavor  to  comply  with  all  other  legal  and  other  requirements  and
preconditions  to the execution of the Definitive Agreement and the consummation
of  the  transactions  contemplated  hereby.

     15.     Public  Disclosure.  Prior to the Closing Date, none of the parties
             ------------------
will  make  any public release of information regarding any matters contemplated
herein,  except  for mutually agreed upon press releases issued by UPGRADE after
each  of  (i)  the execution of this Letter Agreement, (ii) the execution of the
Definitive  Agreement; (iii) the Closing Date, and (iv) as otherwise required by
law.

     16.     Fees  and  Expenses.  The parties agree that each will bear and pay
             -------------------
all  costs  and  expenses  incurred  by  them  in  this  transaction  and  all
investigations  and  proceedings  in  connection  therewith  including,  without
limitation,  fees  and  expenses  with respect to legal counsel, accountants and
investment  advisors.

     17.     Termination:  Survival.  This  Letter  Agreement  shall  expire
             ----------------------
automatically upon the earlier to occur of (i) the execution and delivery by the
parties  of the Definitive Agreement; or (ii) January 15, 2001. It is understood
and agreed that the provisions of Sections 12, 16 and 18 hereof will survive any
termination  or  expiration  of  this  Letter  Agreement.

     18.     Governing  Law.  This Letter Agreement and the Definitive Agreement
             --------------
will  be  governed  by and construed in accordance with the laws of the State of
California.

     19.     Post-Closing Matters: Public Offering. Following the closing of the
             -------------------------------------
Definitive  Agreement,  it  is  acknowledged  and  agreed  that  the  day-to-day
operations  of  Rockster  shall continue to be conducted by the current officers
and  employees of Rockster, and Rockster shall be responsible for the continuing
development  of  its  technology  and  for  the  execution of its business plan;
subject,  however,  to  such  periodic  reports to UPGRADE as are agreed upon by
Rockster  and  UPGRADE.  UPGRADE,  Rockster  and  the  Shareholder  contemplate
preparing and entering into a Shareholder's Agreement setting forth the officers
and  directors  of  Rockster, requiring supermajority voting on material matters
affecting  the business of Rockster (e.g., issuance of additional capital stock,
purchase and sale of all or substantially all of the assets of Rockster, persons
serving  as  the  executive  officers and directors of Rockster, etc.). UPGRADE,
Rockster  and  the  Shareholder  further  contemplate that, assuming Rockster is
successful  in  executing  its  business plan as outlined in the Budget, UPGRADE
will  participate with Rockster in making a public offering of Rockster's common
stock  within  twelve (12) months of the closing of the Definitive Agreement, it
being  currently  contemplated  that such offering would involve the issuance of
approximately  one  million  (1,000,000)  Rockster  common shares at an offering
price  of  Twenty-Five  Dollars ($25.00) per share. It is understood and agreed,
however,  that  any  public  offering of Rockster shall be subject to prevailing
market  conditions,  the  ability  to  retain  an  underwriter to conduct a firm


<PAGE>
                                               UPGRADE INTERNATIONAL CORPORATION
Mr.  Marco  Garibaldi
December 7, 2000
Page 5


commitment  underwriting  on  terms  and  conditions  acceptable to Rockster and
UPGRADE,  and  UPGRADE's  agreement with respect to the level of dilution in its
Rockster  stock  ownership  interest  resulting  from  the  public  offering.

     If  the  foregoing  accurately  sets  forth  all of the mutual terms of our
legally  binding  agreement,  please  so  indicate by duly executing each of the
copies  of  this  Letter  Agreement and returning two (2) fully executed copies.
Upon  execution  by  all  the  parties, this Letter Agreement will represent the
binding  statement  of  the  agreement  by  and  between  UPGRADE  and Rockster.

                                               Very truly yours,

                                               UPGRADE INTERNATIONAL CORPORATION


                                               By:
                                                   -----------------------------
                                                   Daniel Bland, President

ACCEPTED AND AGREES  TO THIS
_____DAY OF DECEMBER, 2000


ROCKSTER, INC.



By:
    ------------------------------
    Marco Garibaldi, President


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