424B3

Registration No. 333-131451

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

PROSPECTUS SUPPLEMENT NO. 3

Prospectus Supplement dated January 04, 2007

To Prospectus declared effective on September 13, 2006 and

Prospectus Supplement dated November 20, 2006

Prospectus Supplement dated December 7, 2006 and

IELEMENT CORPORATION

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NEVADA

(State or other jurisdiction of incorporation) 

000-29331

(Commission File Number) 

76-0270295

(IRS Employer Identification NO.)

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17194 PRESTON ROAD

SUITE 102, PMB 341

DALLAS, TX 75248

(214) 254-3425

(Address and Telephone Number of Registrant's Principal Executive Offices)

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IVAN ZWEIG

CHIEF EXECUTIVE OFFICER

17194 PRESTON ROAD

SUITE 102, PMB 341

DALLAS, TX 75248

(214) 254-3421

(Name, Address and Telephone Number of Agent for Service)

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COPY TO:

LAURA ANTHONY, ESQ.

LEGAL & COMPLIANCE, LLC

330 CLEMATIS STREET

WEST PALM BEACH, FLORIDA 33401

(561) 514-0936

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This Prospectus Supplement No. 3 supplements our Prospectus dated September 1, 2006 and declared effective On September 13, 2006, our Prospectus Supplement No. 1 dated November 20, 2006 and our Prospectus Supplement No. 2 dated December 7, 2006.

The shares that are the subject of the Prospectus have been registered to permit their resale to the public by the selling stockholders named in the Prospectus. We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering. You should read this Prospectus Supplement No. 1 together with the Prospectus referenced above.

This Prospectus Supplement includes the attached Periodic Report on Form 8-K as filed on January 04, 2007 with the Securities and Exchange Commission. The Form 8-K and this Prospectus Supplement, supplements information regarding material agreements of the Company, including material off balance sheet obligations, information on the officers and directors of the Company, and information regarding the unregistered sales of securities.

Our common stock is quoted on the over the counter bulletin board under the trading symbol “IELM”.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATAION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus Supplement is January 04, 2007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-KCURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest reported) December 27, 2006

IELEMENT CORPORATION
_______________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 000-29331 76-0270295
_______________________________________________________________________
_
(State or other jurisdiction of incorporation)  (Commission File Number)  (IRS Employer Identification NO.)
17194 Preston Road, Suite 102, PMB 341, Dallas, TX 75248
 ______________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 254-3425
 ______________________________________________________________________
        

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4c)

Item 1.01 Entry into a Material Definitive Agreement.

First Agreement. On December 27, 2006, IElement Corporation entered into a Management Services and Vendor Agreement with Sutioc Enterprises, Inc, to offer management and vendor services to both Sutioc Enterprises, Inc. and its majority owned subsidiary U.S. Wireless, Inc. In addition to being a majority shareholder, Sutioc Enterprises is party to a Management Agreement with US Wireless Online, Inc. whereby Sutioc Enterprises was appointed the Manager of US Wireless Online with broad discretion to retain the services of third parties to perform management and other services both on behalf of Sutioc Enterprises, in its capacity as Manager for US Wireless Online, and for US Wireless Online directly.

In accordance with the Management Services and Vendor Agreement, Sutioc Enterprises retained the services of IElement Corporation to provide back office support for Sutioc Enterprises in its capacity as Manager of US Wireless Online, and for US Wireless Online directly. Such services, include but are not limited to, (i) handling standard back office functions for the Company such as billing clients, collecting receivables, customer service, accounts payables, vendor agreements and the like;(ii) providing general operational and bookkeeping support; (iii) providing 24 hour a day customer service support to US Wireless customers; (iv) providing vendor administration, including locating and recommending vendor relationships; provided however, IElement shall have no authority to bind the Company or Sutioc to any contractual relationship; and (v) providing such other business consultation and support as may be reasonably requested from time to time. The Management Services and Vendor Agreement may not be terminated by Sutioc Enterprises prior to the payment in full by Sutioc Enterprises of a certain promissory note in the amount of $900,000. The promissory note is further discussed in Item 3.02 herein.

The Management Services and Vendor Agreement is attached hereto as Exhibit 10.01 and incorporated into this Item 1.01 in its entirety by reference.

Second Agreement. On December 27, 2006, IElement entered into a Guaranty and Security Agreement whereby it guaranteed and secured the obligations of US Wireless Online for payment of promissory notes in the amount of $150,000 and $141,178.74 owed to Richard Williamson II. Pursuant to the Guaranty and Security Agreement, Richard Williamson has a general security interest in all the assets of IElement, subject to previously existing security interests. The maximum amount of payments that IElement could be required to make is $291,178.74 plus interest. The only precondition to IElement’s obligation is a default by US Wireless.

The Security Agreement is attached hereto as Exhibit 10.02 and incorporated into this Item 1.01 in its entirety by reference.

Relationship Between the Parties. Prior to entry into the Agreements, there was no previous relationship between IElement Corporation and either Sutioc Enterprises or US Wireless Online. On the same date as the Management Services and Vendor Agreement, IElement sold 30,000,000 shares of its restricted stock to Sutioc Enterprises as more fully set forth in Item 3.02 herein. In addition, IElement is aware that Sutioc Enterprises is using the 30,000,000 shares of restricted stock to purchase a 50.1% interest in US Wireless Online, however, other than the Agreements described herein, IElement has no relationship with US Wireless.

Moreover, as more fully set forth in this Item 1.01 on the same date as the Management Services and Vendor Agreement, IElement entered into a separate guaranty and security agreements whereby it secured the obligation of US Wireless Online owed to Richard Williamson II.

IElement had no previous relationship with Richard Williamson II.

The Agreements described in Item 1.01 and in Item 3.02 represent all the agreements and relationships between the parties thereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On December 27, 2006, IElement entered into a Guaranty and Security Agreement whereby it secured the obligations of US Wireless Online for payment of promissory notes in the amounts of $150,000 and $141,178.74 owed to Richard Williamson II. Pursuant to the Guaranty and Security Agreement, Richard Williamson has a general security interest in all the assets of IElement, subject to previously existing security interests. The maximum amount of payments that IElement could be required to make is $291,178.74 plus interest. The only precondition to IElement’s obligation is a default by US Wireless.

The Security Agreement is attached hereto as Exhibit 10.02 and incorporated into this Item 2.03 in its entirety by reference.

Item 3.02 Unregistered Sales of Equity Securities

On December 27, 2006 IElement Corporation sold 30,000,000 shares of its restricted common stock to Sutioc Enterprises, Inc. in a private transaction not involving a public offering. The sale and issuance was made in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

The 30,000,000 shares of common stock were sold to Sutioc Enterprises for a total purchase price of $900,000. The $900,000 purchase price was paid with a Secured Promissory Note which promissory note provides for full recourse against the purchase and is secured by collateral, other than the securities purchased, having a fair market value at least equal to the purchase price of the securities.

A copy of the Secured Promissory Notes and Security Agreement is attached hereto as Exhibits 10.04, 10.03, and 10.02 respectively and incorporated into this Item 1.01 in their entirety by reference.

Item 5.02(c) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(1) On January 4, 2007, by unanimous approval of the Board of Directors at a meeting of such Directors, IElement appointed Lance K. Stovall to serve as the Chief Operating Officer. Mr. Stovall has been a Director of IElement since March 4, 2006.

(2) Lance K. Stovall; 38 years of age. Mr. Stovall attended Texas Christian University from 1987 to 1991 where he earned a B.S. in Neuroscience. From September 2005 to the present Mr. Stovall has been the President of Lone Star Valet in Dallas, Texas. From October, 2003 through September 2005, Mr. Stovall was Vice President of Business Development of IElement. Mr. Stovall left his employ with IElement for personal reasons and not as a result with any disagreement with the Company. From October, 1999 through September 2003, Mr. Stovall worked for and was a co-founder of Zone Communications in Los Angeles, California. In 1998 and 1999 Mr. Stovall was Director of Operations of Lone Star Valet in Dallas, Texas. From 1993 to 1998 Mr. Stovall was founder and Vice President of Operations for Excel Student Services in Arlington, Texas.

(3) In March, 2006 Mr. Stovall entered into a Directors Agreement with IElement whereby he agreed to maintain the confidentiality of IElement’s trade secrets and proprietary information and to refrain from soliciting IElement’s employees or customers for a period of two years following the term of the Director’s Agreement. IElement in exchange agreed to hold Mr. Stovall harmless and indemnify him in his position as a Director, where he has acted in good faith in the performance of his duties. Finally IElement agreed to compensate Mr. Stovall with 250,000 options exercisable at $.01 per share and vesting 62,500 each on June 4, 2006, September 4, 2006, December 4, 2006 and March 4, 2007.

Other than as set forth herein, Mr. Stovall is not subject to material relationships or related party transactions with the Company.

Item 7.01 . Regulation FD Disclosure

IElement’s press release dated January 3, 2006 and attached hereto as Exhibit 99.1 is incorporated herein.

Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits. The following exhibits are being furnished herewith:

10.01 Management Services and Vendor Agreement

10.02 Security Agreement

10.03 Secured Promissory Note

10.04 Secured Promissory Note

99.1 Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 4, 2006

IELEMENT CORPORATION:

By: /s/ Ivan Zweig

Name: Ivan Zweig

Title: Chief Executive Officer

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized in the City of Dallas on January 04, 2007

Date: January 04, 2007

IELEMENT CORPORATION:

By: /s/ Ivan Zweig

Name: Ivan Zweig

Title: Chief Executive Officer,

Chairman and Principal Accounting Officer

Principal Financial Officer

EX-10.01

MANAGEMENT SERVICES AND VENDOR AGREEMENT

THIS MANAGEMENT SERVICES AND VENDOR AGREEMENT is made and entered into as of December 27, 2006 by and among Sutioc Enterprises, Inc., a Nevada corporation(“Sutioc” or the “Company”) and IElement Corporation, a Nevada corporation (together with its permitted assignees, the “Vendor”).

WHEREAS, the Company is the Manager for US Wireless Online, Inc. (“US Wireless”) and pursuant to such Management Agreement provides certain management and administrative services;

WHEREAS, as Manager for US Wireless, the Company is empowered to hire service providers and vendors and to outsource certain of its duties and responsibilities;

WHEREAS, Vendor is in the same or substantially same business as US Wireless, has effective back office operations and is accordingly, uniquely qualified to provide the services herein; and

WHEREAS, the Company desires to retain the Vendor to act as a Vendor and provide certain management services to the Company, in its capacity as Manager for US Wireless and to US Wireless and its subsidiaries on the terms and conditions hereinafter set forth, and the Vendor wishes to be retained to provide such services;

NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1. DEFINITIONS. The following terms have the meanings assigned them:

“Agreement” means this Management Services and Vendor Agreement, as amended from time to time.

“Company Account” has the meaning set forth in Section 5 hereof.

“Company Indemnified Party” has the meaning set forth in Section 11(b) hereof.

“Expenses” has the meaning set forth in Section 9(a).

“Governing Instruments” means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of formation and the operating agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents, in each case as amended from time to time.

“Indemnified Party” has the meaning set forth in Section 11(a) hereof.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Subsidiary” means any subsidiary of the Company; any partnership, the general partner of which is the Company or any subsidiary of the Company; and any limited liability company, the managing member of which is the Company or any subsidiary of the Company.

SECTION 2. APPOINTMENT AND DUTIES OF THE VENDOR.

(a) The Company hereby appoints the Vendor to perform certain services, generally known as “back office services” for the Company in its capacity as Manager for US Wireless and for US Wireless subject to the further terms and conditions set forth in this Agreement and the Vendor hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. During the term of this Agreement, the Vendor shall provide, or cause another Person or Persons to provide, the services as set forth in this Agreement, provided that, in the event the Vendor causes another Person or Persons to provide any of the services required to be provided by the Vendor hereunder, it will first obtain the express written permission of the Company.

(b) The Vendor will be responsible for the back office functions of the Company in its capacity of Manager for US Wireless and for US Wireless, including, without limitation:

(i) handling standard back office functions for the Company such as billing clients, collecting receivables, customer service, accounts payables, vendor agreements and the like;

(ii) providing general operational and bookkeeping support;

(iii) providing 24 hour a day customer service support to US Wireless customers;

(iv) providing vendor administration, including locating and recommending vendor relationships; provided however, the Vendor shall have no authority to bind the Company or Sutioc to any contractual relationship;

(v) providing such other business consultation and support as may be reasonably requested from time to time; and

(c) Limitations on Powers of Vendor:

(i) the Vendor shall have no power to bind the Company or US Wireless into any contract or agreements without the express written consent of either the Company or US Wireless, as appropriate;

(ii) the Vendor shall not incur any debt on behalf of either the Company or US Wireless without the express written consent of either the Company or US Wireless, as appropriate;

SECTION 3. ADDITIONAL ACTIVITIES OF THE VENDOR.

(a) Nothing in this Agreement shall prevent the Vendor or any of its Affiliates, officers, directors or employees, from engaging in other businesses or from rendering services of any kind to any other Person, whether or not the business activities of any such other Person or entity are similar to or compete with those of the Company or US Wireless.

(b) Directors, officers, employees and agents of the Vendor or Affiliates of the Vendor may serve as directors, officers, employees, agents, nominees or signatories for the Company, US Wireless or any Subsidiary. When executing documents or otherwise acting in such capacities, such Persons shall use their respective titles in the Company.

(c) The Company (including the Board of Directors) agrees to take all actions reasonably required to permit and enable the Vendor to carry out its duties and obligations under this Agreement. If the Vendor is not able to provide a service, or in the reasonable judgment of the Vendor it is not prudent to provide a service, without the approval of the Board of Directors of Sutioc or US Wireless, then the Vendor shall be excused from providing such service (and shall not be in breach of this Agreement) until the applicable approval has been obtained.

SECTION 4. AGENCY. Subject to the terms herein, the Vendor shall act as agent of the Company in performing its services hereunder.

SECTION 5. BANK ACCOUNTS. The Vendor may establish and maintain one or more bank accounts for the purpose of performing its functions hereunder, including collection of accounts receivables, and may collect and deposit funds into any such Account or Accounts, and disburse funds from any such Account or Accounts, in accordance with the terms of this Agreement. Any such accounts shall clearly indicate that they are for the benefit of the Company and/or US Wireless and shall be segregated from any other accounts of the Vendor. The Vendor shall from time to time render appropriate accountings of such collections and payments to the Company and US Wireless and, upon request, to the auditors of the Company and US Wireless or any Subsidiary.

SECTION 6. RECORDS; CONFIDENTIALITY. The Vendor shall maintain appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company, US Wireless or any Subsidiary at any time during normal business hours upon one (1) business day’s advance written notice. The Vendor shall keep confidential any and all information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to nonaffiliated third parties except (i) with the prior written consent of the Company or US Wireless, (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, financing sources and others in the ordinary course of the business; (iv) to governmental officials having jurisdiction over the Company; (v) in connection with any governmental or regulatory filings of the Vendor; or (vi) as required by law or legal process to which the Vendor or any Person to whom disclosure is permitted hereunder is a party provided, however, that the Vendor shall require such third parties to agree to maintain the confidentiality of all such information disclosed. The foregoing shall not apply to information which has previously become publicly available through the actions of a Person other than the Vendor not resulting from the Vendor’s violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.

SECTION 7. OBLIGATIONS OF VENDOR; RESTRICTIONS.

(a) The Vendor shall refrain from any action that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company, US Wireless or any Subsidiary or that would otherwise not be permitted by their Articles of Incorporation or Bylaws. If the Vendor is requested to take any such action by the Company or US Wireless, the Vendor shall promptly notify the requesting party of the Vendor’s judgment that such action would violate any such law, rule or regulation or the Articles of Incorporation or Bylaws. Notwithstanding the foregoing, the Vendor, its directors, officers, stockholders and employees shall not be liable to the Company, US Wireless or any Subsidiary, the Board of Directors, or the Company’s members, for any act or omission by the Vendor, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.

SECTION 8. COMPENSATION.

(a) The Vendor shall be paid, and Vendor shall accept as payment for the full performance of its duties hereunder in the amount of no less than $20,000 per month. This amount will be re-evaluated after the first 30 days.

(b) The Vendor shall be reimbursed for all reasonably incurred expenses paid in the performance of its duties hereunder.

(c) Payment of the Fee shall be due no later than the fifteenth (15^th) day of the month following the last day of the month in which services were rendered by Vendor hereunder.

(d) The Vendor is expressly authorized to deduct all compensation due it, including expense reimbursement, from any funds collected on behalf of the Company or US Wireless in performance of this Agreement, subject to the compliance by Vendor with all reporting and accounting requirements contained in this Agreement.

(e) Following the expiration or other termination of this Agreement for any reason, Vendor shall continue to be entitled to receive the Fee for services provided prior to the expiration or other termination of this Agreement but for which collections are actually received following such expiration or other termination of this Agreement.

SECTION 9. EXPENSES OF THE COMPANY AND US WIRELESS. The Company or US Wireless as appropriate shall pay all of its expenses and shall reimburse the Vendor and its Affiliates for documented expenses of the Vendor and its Affiliates incurred on its behalf (collectively, the “ Expenses”) in the performance of its duties hereunder. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement, together with the following:

(a) costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, accounting fees, reasonable legal fees, closing and other costs) ;

(b) expenses connected with bookkeeping and clerical work necessary in maintaining customer service relations;

(c) the allocable costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company or US Wireless;

(d) reasonable expenses incurred by managers, officers, employees and agents of the Vendor and its Affiliates for travel on the Company’s or US Wireless’ behalf and other reasonable out-of-pocket expenses;

(e) costs and expenses incurred in contracting with third parties, including Affiliates of the Vendor, for the servicing and special servicing of assets of the Company or US Wireless, subject to the prior approval of either the Company or US Wireless as appropriate;

(f) all other expenses actually incurred by the Vendor or its Affiliates which are reasonably necessary for the performance by the Vendor of its duties and functions under this Agreement.

The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred or are incurred in connection with such expiration or termination.

SECTION 10. CALCULATIONS OF EXPENSES.

The Vendor shall prepare a statement documenting the Expenses incurred by the Vendor on behalf of the Company and US Wireless during each calendar month, and shall deliver such statement to the Company within 20 days after the end of each calendar month. Expenses incurred by the Vendor on behalf of the Company or US Wireless shall be reimbursed by the Company to the Vendor on the first business day of the month immediately following the date of delivery of such statement. The provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement.

SECTION 11. LIMITS OF VENDOR RESPONSIBILITY; INDEMNIFICATION.

(a) The Vendor assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Company or US Wireless in following or declining to follow any advice or recommendations of the Vendor. The Vendor, its stockholders, directors, officers, employees and Affiliates will not be liable to the Company, US Wireless or any Subsidiary, or any Subsidiary’s stockholders, for any acts or omissions by the Vendor, its members, managers, officers, employees or Affiliates, pursuant to or in accordance with this Agreement, except by reason of acts constituting gross negligence, bad faith, willful misconduct, fraud or knowing violation of criminal law in the performance of the Vendor’s duties under this Agreement. The Company shall, to the fullest extent lawful, reimburse, indemnify, defend and hold the Vendor, its stockholders, directors, officers, employees and Affiliates (each, an “ Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees) (“ Losses”) in respect of or arising from any acts or omissions of such Indemnified Party made in good faith in the performance of the Vendor’s duties under this Agreement and not constituting such Indemnified Party’s gross negligence, bad faith, willful misconduct, fraud or knowing violation of criminal law in the performance of the Vendor’s duties under this Agreement.

(b) The Vendor shall, to the full extent lawful, reimburse, indemnify and hold the Company, US Wireless its stockholders, directors, officers and employees and its affiliates (each, a “Company Indemnified Party”), harmless of and from any and all Losses in respect of or arising from the Vendor’s gross negligence, bad faith, willful misconduct, fraud or knowing violation of criminal law in the performance of its duties under this Agreement or any claims by Vendor’s or its Affiliates’ employees relating to the terms and conditions of their employment.

(c) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, THE DEFENSE AND INDEMNITY OBLIGATIONS IN THIS SECTION 11 SHALL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSION (INCLUDING SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW OR OTHER FAULT OF ANY INDEMNIFIED PARTY OR COMPANY INDEMNIFIED PARTY, OR ANY PRE-EXISTING DEFECT; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL IN NO WAY LIMIT OR ALTER ANY QUALIFICATIONS SET FORTH IN SUCH DEFENSE AND INDEMNITY OBLIGATIONS EXPRESSLY RELATING TO GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT OR BREACH OF THIS AGREEMENT.

SECTION 12. NO JOINT VENTURE. Nothing in this Agreement shall be construed to make the Company and the Vendor partners or joint venturers or impose any liability as such on either of them.

SECTION 13. TERMINATION.

(a) This Agreement may be terminated by the Vendor at any time after March 31, 2007 upon at least 90 days’ advance written notice to the Company.

(b) This Agreement may be terminated by the Company upon at least 90 days’ advance written notice and only upon the full repayment by the Company to the Vendor of any and all obligations that the Company may have to Vendor, including but not limited to that certain Promissory Note in the principal amount of $900,000 dated December ___. 2006. A breach of this Section 13(b) by the Company shall be deemed a breach of that certain Promissory Note.

(c) In the event of termination of this Agreement the Vendor shall be entitled to receive all reimbursements due to it pursuant to Section 9.

(d) If this Agreement is terminated pursuant to this Section 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Sections 6, 9, 11 and 13(d) of this Agreement.

SECTION 14. ASSIGNMENT. This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto.

SECTION 15. RELEASE OF MONEY OR OTHER PROPERTY UPON WRITTEN REQUEST. To the extent the Vendor shall have charge or possession of any of the Company’s or US Wireless assets in connection with the provision of services under this Agreement, the Vendor shall separately maintain, and not commingle, the assets of the Company or US Wireless with those of the Vendor or any other Person. The Vendor agrees that any money or other property of the Company or US Wireless or Subsidiary held by the Vendor under this Agreement shall be held by the Vendor as custodian for the Company, US Wireless or Subsidiary, and the Vendor’s records shall be appropriately marked clearly to reflect the ownership of such money or other property by the Company, US Wireless or such Subsidiary. Upon the receipt by the Vendor of a written request signed by a duly authorized officer of the Company or US Wireless requesting the Vendor to release to the Company, US Wireless or any Subsidiary any money or other property then held by the Vendor for the account of the Company, US Wireless or any Subsidiary under this Agreement, the Vendor shall release such money or other property to the Company, US Wireless or any Subsidiary within a reasonable period of time, but in no event later than 60 days following such request. The Vendor shall not be liable to the Company, US Wireless any Subsidiary, or the Company’s, US Wireless’ or a Subsidiary’s stockholders, for any acts performed or omissions to act by the Company, US Wireless or any Subsidiary in connection with the money or other property released to the Company, US Wireless or any Subsidiary in accordance with the third sentence of this Section 15. The Company, US Wireless and any Subsidiary shall indemnify the Vendor and its members, managers, officers and employees against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, which arise in connection with the Vendor’s release of such money or other property to the Company, US Wireless or any Subsidiary in accordance with the terms of this Section. Indemnification pursuant to this provision shall be in addition to any right of the Vendor to indemnification under Section 11 of this Agreement.

Provided however, nothing in this Section 15, shall prevent the Vendor from failing to release any funds which are due to Vendor or to which Vendor has a good faith claim as due to Vendor in accordance with the terms of this Agreement.

SECTION 16. REPRESENTATIONS AND WARRANTIES.

(a) The Company hereby represents and warrants to the Vendor as follows:

(i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, has the corporate power to own its assets and to transact the business in which it is now engaged and is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Company and its subsidiaries, taken as a whole.

(ii) The Company has the corporate power and authority to execute, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary limited corporate action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other person, including stockholders or creditors of the Company, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Company in connection with this Agreement or the execution, delivery or performance of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Company, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

(iii) The execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Company, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Company, or the charter or bylaws of, or any securities issued by, the Company or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Company is a party or by which the Company or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Company, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

(b) The Vendor hereby represents and warrants to the Company as follows:

(i) The Vendor is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, has the corporate power to own its assets and to transact the business in which it is now engaged and is duly qualified to do business and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Vendor.

(ii) The Vendor has the corporate power and authority to execute, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other person including, without limitation, stockholders or creditors of the Vendor, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Vendor in connection with this Agreement or the execution, delivery or performance of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized agent of the Vendor, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms.

(iii) The execution, delivery and performance of this Agreement and the documents or instruments required hereunder, will not violate any provision of any existing law or regulation binding on the Vendor, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Vendor, or the charter or bylaws of, or any securities issued by, the Vendor or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Vendor is a party or by which the Vendor or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Vendor and its subsidiaries, taken as a whole, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

SECTION 17. NOTICES. Unless expressly provided otherwise in this Agreement, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual receipt of (i) personal delivery, (ii) delivery by reputable overnight courier, (iii) delivery by confirmed facsimile transmission or (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:

(a) If to the Company:

Sutioc Enterprises, Inc.

10150 Highland Manor Dr Ste 200

Tampa, FL 33610

Attention: Chief Executive Officer

(b) If to the Vendor:

IElement Corporation

17194 Preston Road

Ste 102, PMB 341

Dallas, TX 75248

Attention: Chief Executive Officer

Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 19 for the giving of notice.

SECTION 18. BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement. Each of the Company and the Vendor agrees that the representations, warrantees, covenants and agreements of the Company contained herein are made on behalf of the Company and its Subsidiaries for the benefit of the Vendor, and the representations, warranties, covenants and agreements of the Vendor are for the benefit of the Company and its Subsidiaries.

SECTION 19. ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement. This Agreement may not be modified or amended other than by an agreement in writing signed by the parties hereto; provided, however, that the Company may not, without the prior approval of the Board of Directors, agree to any amendment or modification of this Agreement that will adversely affect the stockholders. Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment,” “Addendum” or a “Restatement” to this Agreement.

SECTION 20. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS.

SECTION 21. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. No waiver of any provision hereto shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

SECTION 22. COSTS AND EXPENSES. Each party hereto shall bear its own costs and expenses (including the fees and disbursements of counsel and accountants) incurred in connection with the negotiations and preparation of and the closing under this Agreement, and all matters incident thereto.

SECTION 23. HEADINGS. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed part of this Agreement.

SECTION 24. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

SECTION 25. SEVERABILITY. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 26. JOINTLY DRAFTED. This Agreement, and all the provisions of this Agreement, shall be deemed drafted by both of the parties hereto, and shall not be construed against either party on the basis of that party’s role in drafting this Agreement.

SECTION 27. FURTHER ASSURANCES. In connection with this Agreement, each party hereto shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Sutioc Enterpirses, Inc.

By: /s/ Joseph Moran

Name: Joseph Moran

Title: Chief Executive Officer 

IELEMENT CORPORATION

By: /s/ Ivan Zweig

Name: Ivan Zweig

Title: Chief Executive Officer

EX-10.02

SECURITY AGREEMENT

FOR VALUE RECEIVED, IELEMENT CORPORATION, a Nevada Corporation referred to as "Debtor”, assigns and grants to RICHARD WILLIAMSON, and its successors and assigns, referred to here as "Secured Party", a security interest in all of the following property:

A.All accounts, contract rights, instruments, chattel paper, general intangibles, goods, and inventory owned by Debtor, at the date of this Agreement;

B.All accounts, contract rights, instruments, chattel paper, general intangibles, goods, and inventory with respect to Debtor at any time subsequently acquired by Debtor or which come into existence at any time in the future;

C.All proceeds of all such accounts, contract rights, instruments, chattel paper, general intangibles, goods, and inventory;

D.The equipment, tools, improvements, fixtures, furniture, supplies or other property of Debtor some of which is listed on the attachments hereto, and all other goods and property of the same classes subsequently acquired or owned by Debtor;

Together with all attachments, parts, proceeds, products, replacements and accessions of that property, all of which is referred to here as the "Collateral" to secure the payment of that certain indebtedness evidenced by the Secured Promissory Notes executed by US Wireless Online, Inc. in the amount of $150,000.00 and $141,178.74 dated the same date as this Agreement, referred to here as the "Promissory Note" and any and all extensions or renewals and any and all other liabilities or obligations of Debtors to Secured Party now existing or subsequently arising, including amounts owed by US Wireless Online, Inc. to Commonwealth ($9,375.00), WOLS ($34,095.65) and various equipment leases totaling $16,480.19, all of which are referred to here as the "Obligations".

Debtor warrants, represents, covenants and agrees that:

1.DEFINITIONS. As used here, the following words shall have their usual meaning under the Texas Uniform Commercial Code clarified as follows:

a. "Account" means a right to payment for goods sold and for goods leased and for services rendered, or any of them, and includes a right to payment which has been earned under a contract right and includes all accounts receivable;

b. "Contract Right" means a right to payment under a Contract not yet earned by performance;

c. "Instrument" means a negotiable instrument or other writing which evidences a right to payment of money;

d. "Chattel Paper" means a writing which evidences both a monetary obligation and a security interest in or lease of specific goods;

e. "General Intangible" means any personal property other than goods, accounts, chattel paper, documents, instruments, and money, and specifically includes but is not limited to goodwill, trade names, copyrights, patents, tax refunds, utility and other deposit accounts;

f. "Inventory" means goods held for sale or being processed or furnished for sale in Debtors’ businesses, as now or hereafter conducted and other tangible property owned or hereafter acquired and held to be furnished under contracts for service or used or consumed in Debtor’s businesses;

g. "Goods" means all articles of tangible personal property, sold, supplied, or otherwise disposed of; and,

h. "Purchaser" includes the Buyer of goods from Debtors, the customer for whom services have been rendered or materials furnished by Debtors, or the party with whom Debtor has contracted.

2.LOCATION. The Collateral will be kept at its present locations. Debtor will not change the location of the collateral without Secured Party's prior written consent.

3.DEBTORS’ DUTIES. Debtors shall,

a. Collect its accounts and sell its inventory only in the ordinary course of business;

b. Keep, in accordance with generally accepted accounting principals consistently applied, accurate and complete records of its accounts, contract rights, inventory, assets and liabilities;

c. Pay and discharge when due all taxes, assessments, levies and other charges on the Collateral or for its use or operation or on this Agreement or on any note or notes evidencing the obligations;

d. Give Secured Party financial statements, reports, certificates, lists and other data concerning the accounts, contract rights, inventory, equipment and business of Debtors as Secured Party may from time to time request;

e. Permit Secured Party or its representative to examine Debtors’ books and records at any time and to inspect and check the Collateral at any time;

f. Except for already disclosed encumbrances, at all times keep the Collateral free from any further adverse lien, security interest or encumbrance;

g. Except upon written consent of Secured Party, not make or agree to any alteration, modification or cancellation of or credits, allowances or adjustments to any account, contract right or chattel paper which is part of the Collateral.

4.DEBTORS’ WARRANTIES, REPRESENTATIONS AND COVENANTS. Debtor warrants, represents and covenants to Secured Party that:

a. The Collateral is used for business purposes;

b. Except for the security interest granted here and except for those encumbrances already disclosed, Debtors are the owner of the Collateral free from any adverse lien, security interest or encumbrance;

c. Debtors will defend the Collateral against all claims and demands of all persons at any time claiming any interest in the Collateral;

d. Debtors will not sell, transfer, lease or otherwise dispose or offer to dispose of any of the Collateral or any interest in the Collateral without the prior written consent of Secured Party, except that until the occurrence of an event of default Debtors may sell inventory in the ordinary course of Debtors’ business, the proceeds of which sale shall be Collateral under this Security Agreement;

e. Debtors will not encumber, lien or grant a further security interest in the Collateral to anyone other than Secured Party without the prior written consent of Secured Party;

f. Debtors will not waste or destroy the Collateral or any part of the Collateral;

g. Debtors will not use the Collateral in violation of any statute, law or ordinance;

h. Debtors will at all times maintain the Collateral in good condition, repair and appearance;

i. Each account, contract right and chattel paper which is part of the Collateral is genuine and enforceable in accordance with its terms against the party obligated to pay the same (the "Account Debtor"); and,

j. Debtors knows of no Account Debtor that has any defense, set-off, claim or counter-claim against Debtor which can be asserted against Secured Party.

5.INSURANCE. Debtors will, at all times, keep the Collateral insured against loss, damage, theft and any other risk as Secured Party may require in the amounts (but not less than the full insurable value) in Companies and under the policies and in the form, and for the period, as shall be satisfactory to Secured Party. Each insurance policy shall provide that loss under the policy and proceeds payable under the policy shall be payable to Secured Party as its interest may appear (and Secured Party may apply any proceeds of the insurance which may be received by Secured Party toward payment of the obligations, whether or not due in the order of application as Secured Party may determine). Each insurance policy shall provide 20 days written minimum cancellation notice to Secured Party. Each insurance policy shall, if Secured Party so requests, be deposited with Secured Party. Secured Party may act as attorney-in-fact for Debtor in obtaining, settling, and canceling the insurance and endorsing any drafts.

6.SECURED PARTY MAY PERFORM; POSSESION. At its option, Secured Party may discharge taxes, liens, security interest and other encumbrances at any time levied or placed on the Collateral, may pay for insurance on the Collateral, and may pay for the maintenance and preservation of the Collateral, if Debtors fails to do so timely. Debtors agree to reimburse Secured Party on demand for any payment made, or any expense incurred, by Secured Party, pursuant to the above authorization. Until default, Debtors may have possession of the Collateral and use it in any lawful matter not inconsistent with this Agreement and not inconsistent with any policy of insurance on the Collateral. This authorization does not create any duty on behalf of Secured Party to make any payment or perform any acts as described in this paragraph.

7.RIGHT TO INSPECT. The Secured Party and its representatives shall have the right at reasonable times to enter on the Debtors’ business premises and any premises where the Collateral is located for the purpose of inspecting the Collateral and after default for the purpose of taking possession of the Collateral.

8.DEFAULT. Debtors shall be in default under this Agreement on the happening of any of the following events or conditions:

a. Failure or omission to pay when due any obligation (or any installment of or interest on an obligation), or default in the payment or performance of any obligation, covenant, agreement, or other liability contained or referred to in this Agreement;

b. Any warranty, representation or statement made or furnished to Secured Party by or on behalf of Debtors proves to have been false or misleading in any material respect when made or furnished;

c. Loss, theft, substantial damage, destruction, sale or encumbrance to or of any of the Collateral, or the making of any levy, seizure or attachment of or on the Collateral;

d. If Debtors becomes insolvent or unable to pay debts as they mature or make an assignment for the benefit of creditors, or any proceeding is instituted by or against Debtors alleging that the Debtors are or a Debtor is insolvent or unable to pay debts as they mature or Debtor makes any preferential payment or fraudulent transfer pursuant to Texas law, the US Bankruptcy Code, or other applicable law, or a receiver, liquidator or trustee of Debtor or any of Debtor's property is appointed, or any petition for the bankruptcy, reorganization or arrangement of the Debtor, pursuant to the US Bankruptcy Code or any similar statute, is filed, or Debtor is adjudicated bankrupt or insolvent;

e. Entry of any judgment against Debtor;

f. The attempted assumption of this Security Agreement by anyone without the prior written consent of Secured Party.

9.EFFECT OF DEFAULT. On the occurrence of any default or at any time after default, Secured Party may, at its option, declare all obligations secured or any of them (not withstanding any provisions of the obligations) to be immediately due and payable without demand or notice of any kind, and the same shall immediately become and be due and payable without demand or notice; and Secured Party shall have and may exercise from time to time all rights and remedies of a Secured Party under the Texas Uniform Commercial Code and all rights and remedies available to it under any other applicable loss; and on request or demand of Secured Party, Debtor shall, at its expense, assemble the Collateral and make it available to the Secured Party at a convenient place acceptable to Secured Party; and Debtor shall promptly pay all costs of Secured Party of collection of any and all the obligations and enforcement of rights under this Security Agreement, including, but not limited to, reasonable attorney's fees and legal expenses and expenses of any repairs to any of the Collateral and expenses of any repairs to any realty or the property to which any of the Collateral may be affixed or be a part. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Debtor reasonable notice of the time and place of any public sale of the Collateral or of the time after which any private sale or any other intended disposition of the Collateral is to be made. The requirements of reasonable notice shall be met if the notice is mailed, postage pre-paid, to the Debtor at the address of Debtor shown at the beginning of this Agreement at least five days before the time of the sale or disposition. Expenses of retaking, holding, preparing for sale, selling, or the like shall include Secured Party's reasonable attorney's fees and legal expenses. On disposition of any Collateral after the occurrence of any default under this Agreement, Debtor shall be and remain liable for any deficiency; and Secured Party shall account to Debtor for any surplus, but Secured Party shall have the right to apply all or any part of the surplus (or to hold the same as a reserve) against all or any of the obligations, whether or not they, or any of them, be then due, and in the order of application as Secured Party may from time to time elect. Nothing herein, shall be construed to require Secured Party to sell or dispose of Collateral and Secured Party may elect to retain all or some of the Collateral for its own use giving credit to Debtor for the fair market value thereof.

10.MISCELLANEOUS. Time is of the essence of this Agreement. No waiver by Secured Party of any default shall operate as a waiver of any other default or of the same default of a future occasion. No delay or omission on the part of Secured Party in exercising any right or remedy shall operate as a waiver of that right or remedy, and no single or partial exercise by Secured Party of any right or remedy shall preclude any other or further exercise of that right or remedy or the exercise of any other right or remedy. The provisions of this Agreement are cumulative and in addition to the provisions of any note secured by this Agreement, and Secured Party shall have all the benefits, rights and remedies of and under any note secured by this Agreement. This Agreement shall become effective as of the date of this Agreement. All rights of Secured Party hereunder shall inure to the benefit of its successors and assign; and all obligations of Debtor shall bind the successors and assigns of Debtor. Any reference to “Debtor” or “Debtors” shall mean the singular and the plural and each and both of them individually and together.

11.CONSTRUCTION. This Agreement has been delivered in the State of Texas and shall be construed in the accordance with the laws of Texas. Whenever possible, each provision of this Agreement shall be interpreted in a manner a to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, that provision shall be ineffective to the extent of the prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Agreement. This Agreement shall not be construed for or against either party by reason of being responsible for its drafting.

12.CONTINUING AGREEMENT. This Security Agreement is a continuing Agreement which shall remain in force until the Promissory Note and other Obligations are paid and performed in full. In addition, the debtor agrees to execute any further documentation in order for the secured party to perfect recorded financing statements in the jurisdiction of the secured party’s choice.

DEBTOR:

IELEMENT CORPORATION

__________________________________ _______________________________________

Witness SignatureBy: Ivan Zweig

Title: President

__________________________________

Printed Name of Witness

__________________________________

Witness Signature

__________________________________

Printed Name of Witness

STATE OF __________________

COUNTY OF __________________

The foregoing instrument was acknowledged before me this ______ day of __________________, 200___, by Ivan Zweig, as President of IELEMENT CORPORATION, ( ) who is personally known to me or ( ) who has produced _______________________________ as identification.

____________________________________

(Seal) Notary Public

____________________________________

My Commission Expires: Printed Notary Signature

SECURED PARTY:

RICHARD WILLIAMSON

__________________________________ ___________________________________

Witness SignatureBy: Richard Williamson

__________________________________

Printed Name of Witness

__________________________________

Witness Signature

__________________________________

Printed Name of Witness

STATE OF __________________

COUNTY OF __________________

The foregoing instrument was acknowledged before me this ______ day of __________________, 200___, by Richard Williamson, who is personally known to me or who has produced _________________________ as identification.

____________________________________

(Seal) Notary Public

____________________________________

My Commission Expires: Printed Notary Signature

EX-10.03

SECURED PROMISSORY NOTE

$141,178.74

FOR VALUE RECEIVED, U.S. Wireless Online, Inc., a Nevada corporation (“Maker”) promises to pay to the order of Richard Williamson, II (“Lender”) in lawful money of the United States of America, the principal sum of One Hundred Forty One Thousand One Hundred Seventy Eight and Seventy Four One-Hundredths Dollars ($141,178.74).

This Note shall be for a term of 24 months from the date of execution and yield interest at a rate of 16% per annum. Payments shall be made at $10,000 per month for the first three months, $11,000 per month for months 4 through 12, $1,014.90 per month for months 13 through 23 and $1,014.84 for the final payment in month 24.

This Note is to be secured by the Maker pursuant to a Security Agreement dated December 27, 2006 between Richard Williamson, II and IElement Corporation.

This Promissory Note is made pursuant to the Settlement Agreement dated December 21, 2006 between U.S. Wireless Online, Inc., a Nevada corporation, DHR Technologies, Inc., a Florida corporation, Richard Williamson, II, an individual and IElement Corporation, a Nevada corporation, (the “Settlement Agreement”), the terms of which are incorporated herein by reference.

The laws of the State of Nevada shall govern the form and essential validity of this Note.

Time is of the essence with respect to all Maker’s obligations and agreements under this Note.

This Note and all the provisions, conditions, promises, and covenants hereof shall inure to the benefit of Lender, his successors and assigns, and shall be binding upon the Maker, its successors and assigns.

IN WITNESS WHEREOF, the Maker has caused its duly authorized officers to execute this Note on its behalf as of the date and year first set forth above.

U.S. Wireless Online, Inc.

By: /s/ Rick E. Hughes

Name: Rick E. Hughes

Title: President 

EX-10.04

SECURED PROMISSORY NOTE

$150,000

FOR VALUE RECEIVED, U.S. Wireless Online, Inc., a Nevada corporation (“Maker”) promises to pay to the order of Richard Williamson, II (“Lender”) in lawful money of the United States of America, the principal sum of One Hundred Fifty Thousand and no One-Hundredths Dollars ($150,000.00).

This Note shall be for a term of 24 months from the date of execution and yield interest at a rate of 6% per annum. Interest will begin to accrue upon signing of the note with first payment due April 2007. The first nine payments shall be at a rate of $5,000 per month and the remaining payments shall be at a rate of $8,750 per month.

This Note is to be secured by the IElement Corporation pursuant to a Security Agreement dated December 27, 2006 between Richard Williamson, II and IElement Corporation.

This Promissory Note is made pursuant to the Settlement Agreement dated December 21, 2006 between U.S. Wireless Online, Inc., a Nevada corporation, DHR Technologies, Inc., a Florida corporation, Richard Williamson, II, an individual and IElement Corporation, a Nevada corporation, (the “Settlement Agreement”), the terms of which are incorporated herein by reference.

The laws of the State of Nevada shall govern the form and essential validity of this Note.

Time is of the essence with respect to all Maker’s obligations and agreements under this Note.

This Note and all the provisions, conditions, promises, and covenants hereof shall inure to the benefit of Lender, his successors and assigns, and shall be binding upon the Maker, its successors and assigns.

IN WITNESS WHEREOF, the Maker has caused its duly authorized officers to execute this Note on its behalf as of the date and year first set forth above.

U.S. Wireless Online, Inc.

By: /s/ Rick E. Hughes

Name: Rick E. Hughes

Title: President 

EX-99.1

IElement

January 3, 2007

Dallas, TX

IElement Secures Management Agreement for 1,500 Business Customers

IElement Corporation (OTCBB Stock Symbol: IELM.OB; Frankfurt: SZQ1.F or IELM.F), a nationwide provider of advanced communications services and Voice over Internet Protocol (VoIP) solutions, announced today that it has entered into an agreement with Sutioc Enterprises, Inc. to provide certain management services to Sutioc’s majority-owned subsidiary, US Wireless Online, Inc. (OTC Stock Symbol: UWRL.PK).

The deal gives IElement operational management of over 1,500 business customers that produced over $3.5 million in 2005 revenue. In addition to adding revenue, IElement will not incur significant expenses in servicing this contract since the company will be able to employ currently underutilized personnel and network resources, possibly making this a very lucrative relationship for IElement.

IElement will realize additional benefits by introducing its diverse line of products and services to the US Wireless customer base. Past results have shown that the “sell through” sales model is a very effective method with which to introduce new products to a captive audience. This is particularly clear with respect to the US Wireless customer base because as it currently exists, US Wireless is a data-only provider. There are significant opportunities for IElement to deploy its VoIP service to these customers along with Managed Microsoft Exchange, data/disaster recovery and storage, anti-virus/anti-spam solutions and other applications.

As part of the agreement, IElement will provide customer service, technical support, network management, accounting, billing and collections services as well as act as an advisor to US Wireless’ current management team.

US Wireless and Sutioc Enterprises also stand to benefit from the considerable efficiencies this agreement creates. US Wireless will gain valuable telecom experience and leadership from both Sutioc and IElement’s management teams and will be able to streamline its operations and reduce administrative and operational costs.

Sutioc, who purchased 30 million IElement shares in exchange for a $900,000 promissory note last week, then used those IElement shares to purchase a 50.1% equity stake in US Wireless, has already been able to retire in excess of $3.5 million of US Wireless debt and has helped to shore up US Wireless’ balance sheet and operations.

You can find other IElement news at www.ielement.com/news.htm.

About IElement Corporation

IElement is a facilities-based nationwide communications service provider that provides state-of-the-art telecommunications services to small and medium sized businesses (“SMBs”). IElement provides broadband data, voice and wireless services by offering integrated T-1 lines as well as a Layer 2 Private Network and VOIP solutions. These solutions provide SMBs with dedicated internet access, customizable business solutions for voice, data, wireless, internet, and secure communications channels between the SMB offices, partners, vendors, customers and employees without the use of a firewall or encryption device. IElement has a network presence in 18 major markets in the United States, including facilities in Los Angeles, Dallas and Chicago.

This press release may contain “forward-looking statements.” In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. Changes in the circumstances upon which we base our predictions and/or forward-looking statements could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (1) our dependency on senior management and officers; (2) our ability to pay down existing debt; (3) the risks inherent in the investigation, involvement and acquisition of a new business opportunity; (4) unforeseen costs and expenses; (5) potential litigation with our shareholders and/or former or current investors; (6) the Company's ability to comply with federal, state and local government regulations; (7) competition in the telecommunications market; (8) rapid technology changes; and (9) other factors over which we have little or no control.

For more information on IElement, please visit www.ielement.com.

Contact: IElement Corporation

Ivan Zweig, CEO

(214) 254-3421

investor@ielement.com