EXHIBIT 10.28


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

                                  March 6,2001

President
Rockster Records, Inc.
Beverly Hills, California 90211

                            Re:  Rockster Records, Inc
                                 ---------------------

     This  letter  sets  forth  the  general  terms  and conditions of a binding
agreement ("Letter Agreement") by and among Upgrade International Corporation, a
Washington  corporation  ("UPGRADE"),  Rockster  Records,  Inc.,  a  Delaware
corporation  ("Rockster"), and the shareholders of Rockster Records with respect
to  the  purchase  by  UPGRADE  of common stock of Rockster (the "Acquisition").
Specifically,  we  have  agreed  as  follows:

     1.     Ownership.  The  Shareholders are the owners of record of all of the
            ---------
issued  and  outstanding  capital stock of Rockster, consisting of 10,000 shares
[$.001  par  value/no par] (collectively, the "Shares"). Other than as set forth
on  Schedule  A  hereto, there are no outstanding options, warrants or rights to
purchase  the Shares. There are no 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  ten  percent  (10%)  of the outstanding common stock of
Rockster  for  an  aggregate  purchase price of Two Million Dollars ($2,000,000)
payable  as  follows:  (a)  One Hundred Sixty Thousand Dollars ($160,000) within
three  business  days  upon  execution  hereof  (the "Initial Deposit"); (b) One
Hundred  Eighty  Thousand  Dollars  ($180,000)  on or before March 31, 2001 (the
"Second Deposit", and together with the Initial Deposit, the "Deposit"); and (c)
the  balance  on or before April 30, 2001, or such other date as may be mutually
agreed  to  by  the parties hereto and set forth in the Definitive Agreement (as
hereinafter defined). Notwithstanding anything to the contrary contained in this
Letter  Agreement,  in the event the parties hereto are unable to enter into the
Definitive  Agreement  or  consummate  the  Closing  (as  hereinafter  defined),
Rockster  shall  return  the  Deposit to UPGRADE(upon securing other financing).


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                                              UPGRADE INTERNATIONAL. CORPORATION

MARCH 6, 2001
Page 2

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

     4.     Operating Budget.  Attached hereto is a preliminary operating budget
            ----------------
of  Rockster  as  of  February  1, 2001. Rockster shall submit a final operating
budget  (the  "Budget")  to  UPGRADE  as  soon as it is available, and UPGRADE's
approval  (not to be unreasonably withheld) 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, 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 significant claims, capital expenditures and
wage  increases.  Rockster  and  the  Shareholder will use their respective 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  and  the  Shareholders hereby agree
            --------------------
that  between  the  date  of  this Letter Agreement and the Closing Date (or the
earlier  termination  of  this  Letter  Agreement  or the Definitive Agreement),
Rockster  and  the Shareholders will refrain, and will use their respective 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 Agreement has been approved by its Board of Directors.


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                                               UPGRADE INTERNATIONAL CORPORATION

MARCH  6,  2001
Page  3

     9.     Definitive Agreement.  The parties acknowledge that the transactions
            --------------------
contemplated by this Letter Agreement wilt be reflected in a more detailed stock
purchase agreement (the "Definitive Agreement").  The parties agree to negotiate
in  good  faith  to  establish  mutually  acceptable terms and provisions of the
Definitive  Agreement  which  are not inconsistent with the terms of this Letter
Agreement  and  attachments re budgets and memo of understanding re intercompany
Transactions.

     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 Shareholders 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  one  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. 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,  or  as  otherwise  required by law or court order. In the event this
Letter Agreement is terminated, any non-public information received by any party
shall  be  returned  to  he  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 Shareholders 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;


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                                               UPGRADE INTERNATIONAL CORPORATION

MARCH  6,  2001
Page  4

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
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;  and  (ii)  April 30, 2001.  It is
understood  and  agreed  that  the  provisions of the last sentence of Section 2
hereof  and  the  provisions  of  Sections 12, 16 and 18 hereof will survive any
termination  or  expiration  of this Letter Agreement.  If this Letter Agreement
terminates  without  the  parties  entering  into  a  Definitive Agreement, then
subject  to  the  preceding  sentence,  neither  party  shall  have  any further
obligation  to  the  other  party  with  respect  to  the subject matter hereof.

     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
Washington.

     19.     Post-Closing  Matters;  Additional  Financings.
             ----------------------------------------------

          (a)   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 execution of its business plan;
     subject, however to such periodic reports to UPGRADE as are mutually agreed
     upon  by  Rockster  and  UPGRADE.


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                                               UPGRADE INTERNATIONAL CORPORATION

MARCH 6, 2001
Page 5


          (b)  UPGRADE  will  have  a  right  of first refusal on any additional
     financings  required  to be completed at a per share cost not to exceed the
     then  current market value of Rockster shares. If Rockster and Upgrade fail
     to  agree on the market value of Rockster shares, Upgrade and Rockster will
     agree  upon  and  retain  the  services  of  an  independent,  third-party
     accounting  firm  to  determine  the  value  of  the  Rockster  shares.

          (c)  In  the event of stock splits, reclassifications, etc., or in the
     event that equity securities, securities convertible into equity or options
     to  purchase  equity  securities  of  Rockster are issued after the Closing
     other  than  shares  issued  in  connection with an additional financing or
     capital raise, Rockster shall issue to UPGRADE additional shares of capital
     stock  of  Rockster  in  such  amount so as to maintain UPGRADE's ownership
     interest  of ten percent (10 ) of the outstanding common stock of Rockster.

     20.     This Agreement and the attachments constitutes the entire agreement
between  the  parties  pertaining  to  the  subject  matter  contained in it and
supersedes  all  prior  and  contemporaneous  agreements,  representations  and
understandings  of the parties. No supplement, modification or amendment of this
Agreement  shall  be  binding  unless  executed, in writing, by all the parties.

     21.     The  parties  hereto  shall  execute  such  further  documents,
instruments  and  agreements  and  do or perform such further acts or things, as
shall  be  necessary or appropriate or reasonably requested by any party hereto,
to  effect  all  of  the  purposes  and  provisions  of  this  Agreement.

     22.  Any  dispute,  controversy  or claim arising out of or relating to the
enforcement,  interpretation  or  alleged  breach  of  this  agreement, shall be
submitted  to  and  resolved  by  binding arbitration in Los Angeles, California
before  one  neutral  arbitrator  appointed  in  accordance  with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in and enforceable, by any court
having  jurisdiction.


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                                               UPGRADE INTERNATIONAL CORPORATION

MARCH 6, 2001
Page 6

     If the foregoing accurately sets forth mill of the mutual terms of our
legally  binding  agreememt,  pleasee  so Indicate by duly executing each of the
copies of this Letter Agreement and retuning two (2) fully executed copies. Upon
execution  by  all the parties, this Letter Agreement will represent the binding
statement of the agreement by and among UPGRADE, Rockster, and the Shareholders.

                                          Very truly yours,

                                          UPGRADE INTERNATIONAL CORPORATION

                                          By:
                                               ----------------------------


Accepted and Agreed to this
_____Day of March, 2001


ROCKSTER RECORDS, INC.

By:
     ----------------------------
     President


ROCKSTAR SHAREHOLDERS:

---------------------------------


---------------------------------




Rockstar, Inc., a California corporation


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