8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):   December 20, 2007

IElement Corporation

______________________________________________________________________________

(Exact name of registrant as specified in its chapter)

NEVADA                                            000-29331                                                       76-0270295 ____________________________________________________________________________

(State or other jurisdiction of incorporation)                    (Commission  File Number)                      (IRS Employer Identification No.)

_________________________P.O. Box 279, Lyndeborough, New Hampshire, 03082_____________________________

(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code: (603) 654-2488

____________________17194 Preston Road Ste 102, PMB 341, Dallas, Texas, 75248___________________________

 (Former name or former address, if changed since last report)

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:

[ ] 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(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Item 3.02. Unregistered Sales of Equity Securities

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers.

Item 8.01. Other Events

Item 1.01. Entry into a Material Definitive Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Sale of Wholly-Owned Subsidiary, IElement, Inc.

Effective on December 20, 2007, IElement Corporation (the “Company”) entered into a Stock Purchase Agreement (the “IElement Agreement”) with Ivan Zweig (then the Company’s Chairman and CEO) pursuant to which Mr. Zweig agreed to purchase from the Company (the “Share Purchase”) all of the outstanding shares of capital stock of IElement, Inc., a wholly owned subsidiary of the Company (the “Target”).  A copy of the IElement Agreement is attached hereto as Exhibit “10.1”.

In addition to serving as the Company’s Chairman and CEO, Mr. Zweig and his family, have loaned the Company approximately $650,000 since December, 2000, which loans have been evidenced by secured promissory notes.

As consideration for the Share Purchase, Mr. Zweig agreed to:

(a)   assume, through Target, certain liabilities of the Target.

(b)   release the Company from any and all liability under that certain Employment Agreement between the Company and Mr. Zweig dated January 1, 2007 as disclosed in the Company’s Form 8-K filed with the Securities Exchange Commission (the “SEC”) on April 20, 2007 (the “Employment Release”).  A copy of the Release of Employment Agreement is attached hereto as Exhibit ”10.2”.  In connection therewith, Mr. Zweig agreed to resign his positions as a director and an officer of the Company.

(c)   release the Company from any and all liability under that certain Consulting Agreement between the Company and Kramerica Capital Corporation (“Kramerica”) dated January 1, 2007 as disclosed in the Seller’s Form 8-K filed with the SEC on April 20, 2007 (the “Kramerica Release”).  Mr. Zweig owns 100% of the equity of Kramerica Capital Corporation and as such has full power and authority, on behalf of Kramerica, to enter into the IElement Agreement.  A copy of the Release of Consulting Agreement is attached hereto as Exhibit ”10.3”.

(d)   relinquish and cancel all stock options and warrants held by Mr. Zweig for the purchase of the stock of the Company, and

(e)   enter into an Indemnity Agreement in favor of the Company in the form attached hereto as Exhibit “10.4”  in which Mr. Zweig agrees to indemnify the Company for any and all liabilities of the Company, none of which are listed on Schedule 2.2.6 of the IElement Agreement and which liability arose prior to the Closing hereof.

Purchase of The Retirement Solutions.com, Inc. Stock From Newsgrade Corporation.

On December 20, 2007, the Company entered into a Stock Purchase Agreement with Newsgrade Corporation (“Newsgrade”), a copy of which is attached hereto as Exhibit “10.5” (the “Newsgrade Agreement”), pursuant to which the Company agreed to purchase from Newsgrade 1 million shares of common stock of The Retirement Solutions.com, Inc. (“TRS”).  As consideration for the purchase, the Company agreed to pay to Newsgrade at closing $200,000 in the form of the Convertible Promissory Note (the “Convertible Note”) attached hereto as Exhibit “10.6”.  The Convertible Note, in part, is due and payable one year from issuance with 10% interest and is convertible into shares of common stock of the Company.

Other than in respect to the Newsgrade Agreement, there has been no material relationship between Newsgrade and the Company or their affiliates.

Item 3.02. Unregistered Sales of Equity Securities.

Convertible Promissory Note

As more fully set forth in Items 1.01 and 2.01 above, on December 20, 2007, the Company issued to Newsgrade the Convertible Note, which note is due and payable one year from issuance with 10% interest and is convertible into shares of common stock of the Company at the conversion rate of $0.004 per share, subject to adjustment.   In addition, Newsgrade may demand repayment of the Convertible Note with shares of stock of TRS owned by the Company.  For purposes hereof, the shares of stock of TRS shall be valued at $0.20 per share.  The issuance of the Company common stock will not be registered under the Securities Act of 1933, as amended in reliance on the exemption from registration provided by Section 4(2) of the Exchange Act of 1934, as amended.

Grant to Susan Pursel

On December 20, 2007, the Company authorized the issuance of 13,000,000 shares of common stock to Susan Pursel in exchange for her willingness to serve on the Board of Directors and accept the positions as Chairman, CEO and President.   The issuance of the Company common stock will not be registered under the Securities Act of 1933, as amended in reliance on the exemption from registration provided by Section 4(2) of the Exchange Act of 1934, as amended.

Grant to Paul Lengemann

On December 24, 2007, the Company authorized the issuance of 1,000,000 shares of common stock to Paul Lengemann in exchange for his willingness to serve on the Board of Directors.  The issuance of the Company common stock will not be registered under the Securities Act of 1933, as amended in reliance on the exemption from registration provided by Section 4(2) of the Exchange Act of 1934, as amended.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the IElement Agreement described above, effective December 20, 2007 Ivan Zweig resigned as a director and an officer of the Company.  In addition, effective December 20, 2007 Lance Stovall resigned as a director of the Company.  Neither resignation was due to a dispute with the Company.

On December 20, 2007, the board of the directors of the Company appointed Susan Pursel to the Board of Directors and on December 24, 2007, the Company appointed Paul Lengemann to the Board of Directors.  Also effective December 20, 2007 Susan Pursel has been appointed as the Company’s Chairman, Chief Executive Officer, President, Secretary and Treasurer.

Susan Pursel and Paul Lengemann are currently the sole officers and directors of the Company.  Ms. Pursel and Mr. Lengemann shall serve until the next annual meeting.  Neither individual is a director of any other Company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.  Neither Ms. Pursel nor Mr. Lengemann, is related to any directors, executive officer or persons nominated or chosen by the Company to become directors or executive officers.

Ms. Pursel is a minority stockholder of Newsgrade and former President of StockDataNews.com, Inc., a wholly owned subsidiary of Newsgrade,  which as more fully set forth in Items 1.01 and 2.01 entered into a transaction with the Company whereby the Company purchased 1,000,000 shares of the The Retirement Solutions.com, Inc. (“TRS”).  As consideration for the purchase, the Company agreed to pay to Newsgrade at closing $200,000 in the form of the Convertible Promissory Note.

Mr. Lengemann was President of Stockdiagnostics.com, Inc., a wholly owned subsidiary of Newsgrade between 2002 and 2004.  As more fully set forth in Items 1.01 and 2.01 Newsgrade entered into a transaction with the Company whereby the Company purchased 1,000,000 shares of the The Retirement Solutions.com, Inc. (“TRS”).  As consideration for the purchase, the Company agreed to pay to Newsgrade at closing $200,000 in the form of the Convertible Promissory Note.

Susan Pursel (age 51) has been President of StockDataNews.com, Inc., from July of 2005 through December of 2007; Vice President of StockDiagnostics.com Inc., from July of 2004 through June of 2005 and Founder and President of Claddagh LTD., a marketing company from 1994 through June 2007.

Paul Lengemann (age 63) is the President and founder of FXLive, Inc, a privately held company.  Mr. Lengemann was President of Stockdiagnostics.com, Inc. from May 2002 through May 2004 and was President and CEO of Walsung, Inc. from 2000 to 2001.  In addition, he has been a free lance writer for the Seminole Chronicle.

The Company has approved the issuance of 13,000,000 shares of common stock to Ms. Pursel in exchange for her agreement to serve on the Board of Directors and also for accepting the position as Chairman, CEO and President of the Company.  The Company has also approved the issuance of 1,000,000 shares of common stock to Mr. Lengemann in exchange for his agreement to serve on the Board of Directors.

Item 8.01. Other Events

The Board of Directors of the Company approved on December 27, 2007, a reverse split of Company common stock in a ratio of one (1) new share for every sixteen (16) existing shares of common stock. The Company’s authorized shares of common stock will be proportionately reduced so therefore shareholder approval is not necessary.  The record and effective date of the reverse split is January 8, 2008.

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Item 9.01 Financial Statements and Exhibits

(a)(b)(c) None

(d) Exhibits

10.1            Stock Purchase Agreement with Ivan Zweig effective December 20, 2007

10.2            Form of Release of Employment Agreement

10.3            Form of Release of Consulting Agreement

10.4            Form of Indemnity Agreement

10.5            Stock Purchase Agreement with Newsgrade Corporation dated Dec. 20, 2007

10.6            Form of Convertible Promissory Note

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  December 28, 2007

IElement Corporation

By:                                                      

Name: Susan Pursel

Title: President, CEO and Director

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EX-10.1

STOCK PURCHASE AGREEMENT

Stock  Purchase Agreement (the “Agreement”) entered into as of the ___ day of December 2007 (the “Effective Date”) by and between IElement Corporation, a Nevada corporation (the “Seller”) and Ivan Zweig (the “Buyer”) and, IElement, Inc., a Nevada corporation (the “Target”)

RECITALS

    A. Seller is owner of all of the Target’s outstanding capital stock (the “Shares”) such that Target is a wholly-owned subsidiary of the Seller.

B.            Seller desires to sell, assign and transfer, and Buyer desires to purchase, the Shares upon the terms and condi­tions herein provided.

NOW, THEREFORE, in consideration of the mutual covenants, under­takings, representations and warranties herein contained and other good and valuable consideration, the receipt and sufficien­cy of which are hereby acknowledged, the parties hereby agree as follows:

1.Recitals.  The above recitals are true and correct and incorporated herein.

2.Purchase and Sale.

2.1.Subject to the terms and conditions hereof, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares for the consideration set forth below.

2.2.As consideration for the Share purchase, Buyer shall:

2.2.1.Assume, through Target, those liabilities of the Target set forth on Schedule 2.2.1 attached hereto.

2.2.2.Release Seller and Seller shall release Buyer from any and all liability under that certain Employment Agreement between the Seller and Buyer dated January 1, 2007 as disclosed in the Seller’s Form 8-K filed with the Securities Exchange Commission (the “SEC”) on April 20, 2007 (the “Employment Release”).

2.2.3.Release Seller and Seller shall release Buyer from any and all liability under that certain Consulting Agreement between the Seller and Kramerica Capital Corporation (“Kramerica”) dated January 1, 2007 as disclosed in the Seller’s Form 8-K filed with the SEC on April 20, 2007 (the “Kramerica Release”).  Buyer owns 100% of the equity of Kramerica Capital Corporation and as such has full power and authority, on behalf of Kramerica, to enter into this Agreement.

2.2.4.The relinquishment and cancellation of all stock options and warrants by Buyer for the purchase of the stock of Seller.

2.2.5.An indemnification agreement by Buyer in favor of Seller in which Buyer agrees to indemnify Seller for any and all liabilities of Seller, which liabilities are not listed on Schedule 2.2.6 hereto and which liability arose prior to the Closing hereof.

2.3.The closing of the sale of Shares by Sellers to Buyer as contemplated herein (the “Closing”) shall take place on or before December ___, 2007 (the “Closing Date”) at the office of Target or Target’s legal counsel, subject to the satisfaction or waiver of the conditions precedent to the Closing set forth in Section 5 of this Agreement.  At the Closing:

2.3.1.Seller shall deliver or cause to be delivered to Buyer, free and clear of any Liens, one or more certificates representing the Shares, duly endorsed or accompanied by stock powers or other  instruments of transfer duly executed for transfer to the Buyer, together with any Tax or transfer stamps or other documents or actions necessary to accomplish the foregoing; and

2.3.2.Buyer shall deliver or cause to be delivered to Seller a Release substantially in the form attached hereto as Exhibit”A”, in connection with the Employment Release.

2.3.3.Buyer shall deliver or cause to be delivered to Seller a Release substantially in the form attached hereto as Exhibit”B”, in connection with the Kramerica Release

2.3.4.Buyer shall deliver or cause to be delivered to Seller an Indemnification substantially in the form attached hereto as Exhibit “C”.

2.3.5.Buyer shall deliver or cause to be delivered to Seller a resignation by Buyer as an officer and director of Seller (which is contained in Exhibit “A”).

2.4.The Buyer shall be entitled to deduct and withhold from the amounts otherwise paid to a Seller such amounts that may be required to be deducted and withheld with respect to the making of such payment under any Tax Law.  To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such amounts so required to be deducted and withheld shall be treated for the purposes of this Agreement as having been paid to such Seller.

3.Buyer’s Representations.  Buyer hereby represents and war­rants to the Seller that:

3.1.Buyer has all requisite right, power, authority and capacity to enter into this Agreement and to perform all of his obligations hereunder.  This Agreement is a valid and binding agreement of Buyer, enforceable in accordance with its terms.

3.2.He has full legal right, power and authority to enter into this Agreement and to consummate or cause to be consummated the obligations contemplated in this Agreement.

3.3.No consents, approvals, orders or authorizations of any governmental authority are required in connection with the execution, delivery and performance by Buyer of this Agree­ment or the consummation of any of the transactions contemplated hereby.

3.4.The representations and warranties made in this Agreement by Buyer will be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date except that any such representations and warranties which expressly relate to an earlier date shall be true as of such earlier date.

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4.Seller’s Representations. Seller hereby represents and war­rants to Buyer that:

4.1. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.  It has full power and authority to execute and deliver this Agreement and any other instruments to be executed and delivered by Buyer in connection herewith and therewith and to consummate the transactions contemplated hereby and thereby and all acts required to be taken by or on the part of Seller to carry out this Agreement, and such other instruments and transactions contemplated hereby and thereby have been duly and properly taken; and this Agreement has been, and such other instruments will be, duly executed and delivered by Seller.  This Agreement and such other instruments will constitute legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms (subject, as to the enforcement or remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally from time to time in effect).

4.2.No Conflict.  The execution, delivery and performance of this Agreement by Seller will not (i) violate any provisions of any applicable Law (including any foreign law or regulation), judgment, decree or order or (ii) conflict with, or result in any breach of, any of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation of Seller, or any agreement, instrument, arrangement, contract, obligation, commitment or understanding to which Seller is a party or by which any properties of Seller is bound.

4.3.No Consent.  No consent, approval or agreement of any person, party, court, government or entity is required to be obtained by Seller in connection with the execution and delivery of this Agreement or the performance by Seller hereunder.

4.4.Shares.  Seller is the owner of the Shares will deliver such Shares to Buyer free and clear of any direct or indirect claims, liens, security interests, charg­es, pledges or encumbrances of any nature whatsoever. All of the Shares are validly issued to the Seller, fully paid and nonassessable.  There are no existing options, calls or commitments of any character relating to the Shares or the Target.

4.5.Financial Statements.  Seller has provided to Buyer the compiled financial statements of  Seller (the " Seller Financial Statements"), including balance sheets, statements of operations, statements of retained earnings for the years ended March 31, 2006 and 2007, and for the interim period ended September 30, 2007 (said balance sheets being hereinafter referred to as the " Seller Balance Sheet").  As the CEO of Seller, Buyer has been intimately involved in the operations and management of Seller and Target.  Therefore these Seller financial Statements are presented without warranty and Buyer represents that he has had the opportunity to independently examine such statements and accepts them “where-is-as-is”. Seller makes no representation whatsoever of the future or past performance of its business or of Target’s business, or any of the business’ customers or clients, based on historical financial data or results, or otherwise.

4.6.The Target.  Seller hereby represents and warrants to Buyer that:

4.6.1.The Target is duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to carry on its business as now being conducted.

4.6.2.The authorized capital stock of the Target consists of Thirty Million (30,000,000) shares of Target Common Stock, par value $.001 per share, 3,000,000 of which are outstanding.  Except as set forth above, no shares of capital stock or other equity securities of the Target are issued, reserved for issuance or outstanding.  All outstanding shares of capital stock of the Target are duly authorized, validly issued, fully paid and nonassessable and not subject to pre-emptive rights.  There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Target having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Target may vote.  Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Target is a party or by which it is bound obligating the Target  to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Target  or obligating the Target  to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking.  There are no outstanding contractual obligations, commitments, understandings or arrangements of the Target  to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Target.

4.7.Representations True on the Closing Date.  The representations and warranties made in this Agreement by Seller will be true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date except that any such representations and warranties which expressly relate to an earlier date shall be true as of such earlier date.

5.Covenants of the Buyers and the Seller.

5.1.Confidentiality.  Each party shall maintain the confidentiality of Confidential Information in accordance with procedures adopted by such party in good faith to protect confidential information of third parties delivered to such party, provided that such party may deliver or disclose Confidential Information to (i) such party’s representatives, members of its investment committees, advisory committees, and similar bodies, and Persons related thereto, who are informed of the confidentiality obligations of this Section 5.1; provided, that such party shall be responsible for any disclosure made by any of the foregoing as if it had been made by such party, (ii) any Governmental Authority having jurisdiction over such party to the extent required by applicable Law or (iii) any other Person to which such delivery or disclosure may be necessary (A) to effect compliance with any Law applicable to such party, or (B) in response to any subpoena or other legal process, provided that, in the cases of clauses (ii) and (iii) above, the disclosing party shall provide each other party with prompt written notice thereof so that the appropriate party may seek (with the cooperation and reasonable efforts of the disclosing party) a protective order, confidential treatment or other appropriate remedy, and in any event shall furnish only that portion of the information which is reasonably necessary for the purpose at hand and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent reasonably requested by any other party.

5.2.Publicity.  Except as may be required by the SEC or NASDAQ rules or the rules of any other quotation system or exchange on which the Seller’s securities are listed or applicable Law, the Seller shall not issue a publicity release or announcement or otherwise make any public disclosure concerning this Agreement or any other ancillary agreements, which announcement names any party without its prior approval.  If any announcement is required by applicable Law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties an opportunity to comment thereon.

5.3.Further Assurances.  Following the Closing Date, each party shall, from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary, or otherwise reasonably be requested by any other party, to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the purchase and sale of Shares contemplated hereby, or otherwise to carry out the intent and purposes of this Agreement.

6.Conditions to Close.

6.1.The obligations of Buyer to proceed with the closing of the transaction herein contemplated are subject to the fulfillment at or prior to the closing of each of the following conditions:

6.1.1.All representations and warranties of Sellers made in or pursuant to this Agreement shall be true and correct at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date;

6.1.2.Sellers shall have performed, observed and complied with all the obligations and conditions required by this Agreement to be performed, observed or complied with by him at or prior to the Closing Date; and

6.1.3.There shall be no actions, proceedings, suits or investigations pending or threatened to restrain or prohibit the transaction herein contemplated.

6.2.The obligations of Sellers to proceed with the closing of the transaction herein contemplated are subject to the ful­fillment at or prior to the closing of each of the following conditions:

6.2.1.All representations and warranties of Buyer made in or pursuant to this Agreement shall be true and correct at and as of the Closing Date, with the same force and effect as if made at and as of the Closing Date; and

6.2.2.Buyer shall have performed, observed and complied with all of the obligations and conditions required by this Agreement to be performed, observed or complied with by it at or prior to the Closing Date.

7.No Brokers.                                 The Parties represent and warrant to each other that there are no real estate brokers, salesmen or finders.

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8.Indemnification.  The Seller shall defend, indemnify and hold harmless Buyer against and in respect of any and all loss, damage, liability, fine, penalty, cost and expense, including reasonable attorneys' and accountants’ fees (in a mediation, arbitration, court of original jurisdiction and/or one or more courts of appellate jurisdiction) and amounts paid in settlement, suffered or incurred by reason of, or arising out of any misrepresentation, breach of warranty or representation, or breach or non-fulfillment of any agreement, covenant or obligation of Seller and/or Target in this Agreement (without regard to thresholds contained therein).  In addition, Seller shall defend, indemnify and hold harmless Buyer against and in respect of any and all loss, damage, liability, fine, penalty, costs and expense, including reasonable attorneys’ and accountants’ fees (in a mediation, arbitration, court of original jurisdiction and/or one or more courts of appellate jurisdiction) by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of Seller, if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Seller and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Seller and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.

Should any claim or action by a third party arise after the Closing for which Seller and/or the Target is or may be liable pursuant to the terms of this Agreement, Buyer shall notify Seller within ten (10) days after such claim or action is known to Buyer, and shall give Seller a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action.  The expenses of Seller’s participation in all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by Seller.

If Seller wishes to assume the defense of such claim or action, such Seller shall give written notice to Buyer within ten (10) days after notice from Buyer of such claim or action, and such Seller shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to Buyer, provided that Buyer may participate in such defense at Buyer’s own expense, and such Seller shall, in any event, have the right to control the defense of the claim or action.  If Seller does not assume the defense of, or if after so assuming it shall fail to defend any such claim or action, Buyer may defend against any such claim or action in such manner as Buyer may deem appropriate and Buyer may settle such claim or litigation on such terms as Buyer may deem appropriate.  Notwithstanding the foregoing, any such settlement shall be deemed approved by Seller if such Seller fails to object thereto, by written notice to Buyer, within fifteen (15) days after such Seller’s receipt of a written summary of such settlement.  Seller shall promptly reimburse Buyer for one hundred percent (100%) of the amount of all costs and expenses, legal, accounting, and otherwise, incurred by Buyer in connection with the defense and settlement of such claim or action to the extent they are covered by the indemnification hereunder.  If a non-appealable judgment is rendered against Buyer or Target in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of Buyer or the Target, Seller shall immediately upon such entry or attachment, pay such judgment in full or discharge such lien.  Seller shall promptly reimburse Buyer for one hundred percent (100%) of the amount of all costs and expenses, legal, accounting, and otherwise, incurred by Buyer in connection with the appeal of any action covered by the indemnification hereunder.  If and when a final judgment is rendered in any such action, Seller shall forthwith pay such judgment or discharge such lien before Buyer is compelled to do so.  Buyer’s failure to give any notice or to take any action hereunder shall not be deemed a waiver of any of Buyer’s rights hereunder provided that notice was in fact given in time for Seller to timely proceed as provided herein.

In furtherance of Seller’s obligations in this Section 8, Seller agrees to maintain and keep current its directors and officers insurance policy.  In addition, in the event of a change of control of Seller, Seller shall insure that appropriate directors and officers insurance is in place which covers prior officers and directors, including Buyer

9.Survival of Representations and Warranties.  The representations, warranties, agreements and indemnifications of the Parties in this Agreement or in any writing delivered pursuant to the provisions of this Agreement shall survive any investigation heretofore or hereafter made by the Parties and the consummation of the transactions contemplated herein and shall continue in full force and effect after the Closing.

10.Notices.   All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed to be sufficient if contained in a written instrument and shall be deemed given if delivered personally, telecopied, sent by nationally-recognized, overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to IElement Corporation:

Susan Purcel

Chief Executive Officer

IElement Corporation

Fax No.: _________________

With a copy to:

Jay Biagi

Monahan and Biagi

Columbia Center

701 Fifth Ave.

Suite 2800

Seattle, WA 98104-7003

Fax No.: 206 587-5710

If to Ivan Zweig:

6502 Duffield Drive

Dallas, TX 75248

Fax No.: 214-254-3521

With a copy to:

________________________

Fax No.: _________________

If to IElement Inc.:

6502 Duffield Drive

Dallas, TX 75248

Fax No.: 214-254-3521

With a copy to:

________________________

Fax No.: _________________

All such notices and other communications shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of a telecopy, when the party receiving such telecopy shall have confirmed receipt of the communication, (iii) in the case of delivery by nationally-recognized, overnight courier, on the Business Day following dispatch, and (iv) in the case of mailing, on the third Business Day following such mailing.  For purposes of this Agreement, "Business Day" shall mean any day, other than a Saturday, Sunday or legal holiday, on which banks are permitted to close in Houston, Texas.

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11.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

12.Entire Agreement/Merger Clause.  This Agreement and all Exhibits attached hereto and incorporated herein by reference supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof, and this Agreement contains the sole and entire agreement among the Parties with respect to the matters covered hereby.  All Exhibits and Schedules shall be a part of this Agreement and shall be incorporated herein by reference

13.Amendments.  This Agreement shall not be altered or amended except by a written instrument signed by or on behalf of all of the Parties

14.Construction.

14.1.No ambiguity in any provision hereof shall be construed against a Party by reason of the fact it was drafted by such Party or its counsel

14.2.References to "including” means including without limiting the generality of any description preceding such term.

14.3.For purposes of this Agreement the words "herein", "hereby", "hereunder", "herewith", "hereafter" and "hereinafter" refer to this Agreement in its entirety, and not to any particular subsection or paragraph, unless so required by the context.

14.4.Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the Parties any rights or remedies under or by reason of this Agreement.

15.Jurisdiction and Venue.  This Agreement shall be for all purposes a Texas document and shall be construed pursuant to the laws of the State of Texas, without regard to any conflict of law rule or principle that would give effect to the laws of another jurisdiction.  Accordingly, all of the provisions of this Agreement administered according to and its validity and effect shall be determined under the laws of the State of Texas.

16.Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, legal representatives, and successors.  Buyer may assign this Agreement or any rights hereunder, in whole or in part.  It is contemplated that Buyer shall assign this Agreement to a newly formed wholly owned subsidiary.  Seller may not assign this Agreement or any rights hereunder.

17.Legal Effect.  All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary to render this Agreement legal, valid and enforceable.  If any terms of this Agreement not essential to the commercial purpose of this Agreement, shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the Parties that the remaining terms hereof shall constitute their agreement with respect to the subject matter hereof and all such remaining terms shall remain in full force and effect.  To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision that will implement the commercial purpose of the illegal invalid or unenforceable provision.

18.Waiver.  Any term or condition of this Agreement may be waived at any time by the Party entitled to the benefit thereof, provided that such waiver is in writing signed by waiving Party. No failure on the part of a Party to exercise, and no delay in exercising, any right, power or remedy created hereunder, shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or remedy by any such party preclude any other future exercise thereof or the exercise of any other right, power or remedy.  No waiver by a Party to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or assent to any succeeding breach of or default in the same or any other term or condition hereof.

19.Expenses.  Each Party shall bear its own legal expenses and costs in connection herewith

20.Attorneys Fees.  In the event either Party shall be required to retain the services of an attorney to enforce any of its rights hereunder, the prevailing Party shall be entitled to receive from the other Party, all costs and expenses including, but not limited to, court costs and attorney's fees (whether in a court of original jurisdiction or one or more courts of appellate jurisdiction) incurred by it in connection therewith

21.Relationship.  Nothing contained in this Agreement shall be construed to be or to create a partnership, joint venture or relationship between Seller and Buyer other than as Buyer and Seller of the Shares in accordance with this Agreement.

22.Exhibits and Schedules.  All Exhibits and Schedules referenced in this Agreement are hereby incorporated into this Agreement for all purposes.

23.WAIVER OF JURY TRIAL.  THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES' ACCEPTANCE HEREOF.

The Parties have executed this Agreement on the day first above written.

IElement Corporation:

By:                                           

Name:                                                      

Title:                                                      

IElement Inc.:

By:                                           

Name:                                                      

Title:                                                      

Ivan Zweig

4

EXHIBIT A

EXHIBIT B

Schedule 2.2.1

Any and all liabilites known and unknown of IElement, Inc. and of its parent IElement Corporation as of the date this Agreement becomes effective except the liabilities as listed in Exhibit A to the IElement Master Terms and Escrow Agreement under the terms of which this Stock Purchase Agreement becomes effective.

5

EX-10.2

Release of Employment Agreement

Pursuant to the certain Stock Purchase Agreement by and between IElement Corporation (“Seller”) and Ivan Zweig (“Buyer”) and for limited purposes IElement Inc. dated as of December 12, 2007, the parties have agreed to release each other from any and all liability under that certain Employment Agreement dated January 1, 2007 as disclosed in the Seller’s Form 8-K filed with the Securities Exchange Commission on April 20, 2007 (the “Employment Agreement”).  The terms of the release are set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements contained in the said letter:

1.  The parties hereby release and forever discharge each other of and from all manner of action and actions, cause and causes of action, suits, rights, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, omissions, agreements, promises, variances, trespasses, damages, liabilities, judgments, executions, claims and demands whatsoever (collectively, "Claims"), in law or in equity, which either party ever had, now has or which it hereafter can, shall or may have, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter or cause arising at any time on or prior to the date of this Release solely in connection with the Employment Agreement.

2.  The Employment Agreement is hereby terminated, void and unenforceable.

3.  Effective with this Release, Buyer hereby resigns from any and all positions he held with Seller, including but not limited to his positions as Chief Executive Officer and as a member of the Board of Directors.

4.  This Release shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed wholly therein.

The Parties have executed this Agreement on the day first above written.

IElement Corporation:

By:                                           

Name:                                                      

Title:                                                      

Ivan Zweig

EX-10.3

Release of Consulting Agreement

Pursuant to the certain Stock Purchase Agreement by and between IElement Corporation (“Seller”) and Ivan Zweig (“Buyer”) and for limited purposes IElement Inc. dated as of December __, 2007, the parties have agreed to release each other from any and all liability under that certain Consulting Agreement between the Seller and Kramerica Capital Corporation (“Kramerica”) dated January 1, 2007 as disclosed in the Seller’s Form 8-K filed with the SEC on April 20, 2007 (the “Consulting Agreement”).  Buyer owns 100% of the equity of Kramerica Capital Corporation.  The terms of the release are set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements contained in the said letter:

1.  The parties hereby release and forever discharge each other of and from all manner of action and actions, cause and causes of action, suits, rights, debts, dues, sums of money, accounts, bonds, bills, covenants, contracts, controversies, omissions, agreements, promises, variances, trespasses, damages, liabilities, judgments, executions, claims and demands whatsoever (collectively, "Claims"), in law or in equity, which either party ever had, now has or which it hereafter can, shall or may have, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter or cause arising at any time on or prior to the date of this Release solely in connection with the Consulting Agreement.

2.  The Consulting Agreement is hereby void and unenforceable.

3.  This Release shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made and to be performed wholly therein.

The Parties have executed this Agreement on the day first above written.

IElement Corporation:

By:                                           

Name:                                                      

Title:                                                      

Ivan Zweig

Kramerica Capital Corporation:

By:                                           

Name:                                                      

Title:

EX-10.4

INDEMNITY AGREEMENT

THIS AGREEMENT is made between Ivan Zweig (“Zweig”) and IElement Corporation (the "Indemnitee").  This Agreement is being made in conjunction with that certain Stock Purchase Agreement by and among the Parties hereto whereby Zweig is purchasing from IElement Corporation all of the issued and outstanding capital stock of IElement, Inc., including all assets of IElement, Inc and is assuming the liabilities of IElement, Inc.

Zweig desires and intends hereby to provide indemnification (including advancement of expenses) against any and all liabilities not set forth on Exhibit “A” hereto asserted against Indemnitee to the fullest extent permitted by the General Corporation Law of the State of Nevada and further desires and intends that the terms of indemnification be reduced to contract.  For $20 and other good and value consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the premises and the covenants contained herein, the Zweig and Indemnitee do hereby covenant and agree as follows:

1.Indemnification.  Zweig shall indemnify Indemnitee as follows:

(a)Zweig shall indemnify Indemnitee when it is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of Zweig) brought against Indemnitee to collect upon any monetary liability which liability is not set forth on Exhibit “A” (the “excluded liabilities”), against expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by it or on its behalf in connection with such action, suit or proceeding, which liability arose prior to December ___, 2007 or which arises due to actions or inactions prior to December __, 2007.  Liabilities and debts subject to this Indemnification Agreement shall be referred to as “Covered Liabilities”.

(b)Expenses incurred by Indemnitee in defending a civil action, suit or proceeding for the collection of a Covered Liability shall be paid by Zweig periodically (but no less often than quarterly) on receipt of a sworn statement of expenses averring that (i) it has reasonably incurred actual expenses in defending a civil action, suit or proceeding, and (ii) it undertakes to repay such amount if it is ultimately determined that it is not entitled to be indemnified by Zweig under this Agreement or otherwise.

(c)Without limiting the generality of the above indemnification, Zweig represents that as of the effective date of this  Indemnity Agreement, Indemnitee has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "SEC Documents").  As of their respective dates (except as they have been correctly amended), the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates (except as they have been properly amended), the financial statements of the Seller included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.  Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may ex-clude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Seller as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement and set their seals effective as of the ___ day of December, 2007.

IVAN ZWEIG

By:

Its:

IELEMENT CORPORATION

By:

Name:

Title:

Exhibt A

The “Excluded Liabilities” are those liabilities shown in Exhibit A to the IElement Master Terms and Escrow Agreement under the terms of which the Stock Purchase Agreement referenced herein and this Indemnity Agreement become effective.

EX-10.5

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is entered into as of the 12th day of December, 2007 by and between Newsgrade Corporation, a Delaware corporation with an address at 8515 Seminole Street, Philadelphia, PA 19118 (the “Seller”) and IElement Corporation, a Nevada corporation with its principal place of business at 17194 Preston Road, Suite 102 PMB 341, Dallas, TX 75248 (hereinafter referred to as "Buyer").

RECITALS

WHEREAS, the Seller is the legal or beneficial owner of 1,000,000 shares of common stock of The Retirement Solution.com, Inc. (TRES.OB) (the “Securities");

WHEREAS, Seller desires to sell and transfer to Buyer and Buyer desire to purchase in accordance with the terms and conditions provided for herein, the Securities;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties intending to be legally bound agree as follows:

ARTICLE I

PURCHASE AND SALE OF SECURITIES AND SECURITY

Section 1.1 SALE OF SECURITIES: Subject to the terms and conditions set forth in this Agreement, Seller shall transfer and convey the Securities to Buyer, free and clear of any and all liens, claims, and encumbrances, whatsoever, and Buyer shall purchase the Securities from Seller (the “Transaction”).

Section 1.2 CONSIDERATION: As payment for the transfer of the Securities by Seller to Buyer, Buyer shall deliver a convertible promissory note in the principal amount of Two Hundred Thousand Dollars ($200,000) at Closing.

ARTICLE II

PRECONDITIONS TO CLOSING

Section 2.1 CONDITIONS TO CONSUMMATION OF THE TRANSACTION:  The respective obligations of the parties with respect to this Transaction shall be subject to satisfaction of conditions customary to transactions of this type, including without limitation, (a) execution of this Stock Purchase Agreement by all parties; (b) absence of pending or threatened litigation, investigations or other matters affecting the Securities or the Transaction.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants that at the time of the execution of this Agreement and at the Closing thereof:

Section 3.1 MARKETABLE TITLE: The Seller shall convey to Buyer good and marketable title in and to the Securities, free and clear of any and all liens, claims, encumbrances, including, but not limited to, any and all pledges and security interests, and all other defects of title of any type whatsoever;

Section 3.2 AUTHORITY: The Seller have the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and no approvals or consents of any persons or entities are necessary in connection with it;

Section 3.3 OUTSTANDING CLAIMS, SUITS OR ACTIONS:             Seller is not aware of any outstanding claims, suits or actions or potential claims, suits or actions in connection with the Securities.

ARTICLE IV

REPRESENTATION AND WARRANTIES OF THE BUYER

The Buyer represents and warrants that:

Section 4.1 The Buyer is a sophisticated investor. The Buyer has the financial ability to bear the economic risk of this transaction.

Section 4.2                                 The Buyer:

(a)            Has evaluated the risks of a purchase of the Securities and has relied solely upon its own investigation of TRES.OB;

 (b)            is an accredited investor as that term is defined in rule 501(a) of Regulation D under the Securities Act of 1933, as amended;

Section 4.3 The Buyer is not relying on the Seller, or any of his affiliates, or this Agreement, with respect to the Buyer’s tax consequences with respect to the purchase of the Securities.

Section 4.4 corporate Buyer has full power and authority to enter into this Agreement.

ARTICLE V

THE CLOSING

Section 5.1 SELLER’S OBLIGATIONS: At the Closing or as soon thereafter as is practicable, Seller shall deliver to Buyer:

(a)   The stock certificate or certificates representing the Securities, endorsed for transfer to the Buyer and accompanied by one or more irrevocable stock powers duly executed by Seller and medallion guaranteed to the Buyer.  In the alternative, Seller may deliver the Securities via DTC transfer.

Section 5.2 BUYER’ OBLIGATIONS: At the Closing, Buyer shall deliver to Seller the following:

(a)            A convertible promissory note in the principal sum of $200,000 the form of which is attached as Exhibit “A”.

ARTICLE VI

MISCELLANEOUS

Section 6.1 EXPENSES. Each of the parties shall be responsible for their own expenses in connection with this Agreement and consummation of the transaction contemplated hereby.

Section 6.2 ASSIGNMENT: This Agreement is not assignable.

Section 6.3 NOTICES: Unless otherwise changed by written notice, any notice or other communications required or permitted hereunder shall be deemed given if sent postage prepaid, return receipt requested, addressed to the respective party at the address set forth on the signature page of this Agreement.

Section 6.4 BINDING EFFECT: This Agreement shall be binding upon the parties hereto and their representatives, executors, distributees, successors and permitted assigns.

Section 6.5 GOVERNING LAW: This Agreement shall be interpreted in accordance with and governed by the laws of the State of Texas.

Section 6.6 ENTIRE AGREEMENT: This Agreement embodies the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings, whether written or oral. This Agreement may not be changed, waived, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

Section 6.7 COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed an original and such counterparts, taken together, shall constitute one Agreement.

Section 6.8 NO BROKER:  No person or entity is entitled to fees or commissions in connection with the purchase hereunder and the Seller shall be solely responsible for any taxes including stock transfer taxes.

SELLER: BUYER:

NEWSGRADE CORPORATION                                           IELEMENT CORPORATION

________________________                                               _____________________________

By: Carl Shaifer                                                                            By: Ivan Zweig

Its: ___________________                                                     Its:___________________________

Dated:________________________                                    Dated:________________________

1

EX-10.6

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

IElement Corporation

CONVERTIBLE PROMISSORY NOTE

$200,000                                                                                                     December 12, 2007

        Dallas, TX

FOR VALUE RECEIVED, IElement Corporation (“Maker” or the “Company”) promises to pay to the order of Newsgrade Corporation, a Delaware corporation with an address at 8515 Seminole Street, Philadelphia, PA19118 (the “Lender”), the principal sum of Two Hundred Thousand Dollars ($200,000), together with all accrued interest thereon, upon the terms and conditions specified below.

1.Interest.  Interest shall accrue and be payable monthly on the balance outstanding under this Note at the rate of 10.0% per annum, compounded monthly, or at the maximum rate allowed by law, whichever is lower.

2.Maturity.  The full principle balance and interest will become due and payable one year from the date hereof.

3.Payment.

(i).            Payment shall be made in lawful tender of the United Statesand shall be applied first to the payment of principal and then to all accrued and unpaid interest.  Prepayment of the principal balance of this Note, together with all accrued and unpaid interest on the portion of principal so prepaid, may be made in whole or in part at any time without penalty.

(ii).            In addition to its rights to convert all or a portion of the amounts due under this note into Maker equityper the terms of this note, Lender reserves the choice to require payment when due in the form of any ofthe TheRetirementSolution.com, Inc., (TRES) common stock which Maker may hold at or at any time after payment is due.  The exchange rate shall be one share of TRES common stock per .20 (twenty cents) of principal or interest owed to the Lenderby Maker.  In the event of a stock splitor dividendby TRES the shares would be adjusted accordingly.

4.            Events of Acceleration.  The entire unpaid principal balance of this Note, together with all accrued and unpaid interest, shall become immediately due and payable prior to the specified due date of this Note upon the occurrence of one or more of the following events:

(i)the insolvency of the Maker, the commission of any act of bankruptcy by the Maker, the execution by the Maker of a general assignment for the benefit of creditors, the filing by or against the Maker of any petition in bankruptcy or any petition for relief under the provisions of the Federal bankruptcy act or any other state or Federal law for the relief of debtors and the continuation of such petition without dismissal for a period of thirty (30) days or more, the appointment of a receiver or trustee to take possession of any property or assets of the Maker or the attachment of or execution against any property or assets of the Maker; or

(ii)an acquisition of the Company (whether by merger, sale of all or substantially all of the Company’s assets or sale of more than fifty percent (50%) of the Company’s outstanding voting securities) by a third party; provided, however, that if the Pooling of Interest Method, as described in Accounting Principles Board Opinion No. 16, is used to account for the acquisition for financial accounting purposes, then acceleration of this Note shall not occur until the end of the sixty (60)-day period immediately following the close of the applicable transfer restriction period required under Accounting Series Release Numbers 130 and 135.

5.            Collection.  If action is instituted to collect this Note, the Maker promises to pay all costs and expenses (including reasonable attorney fees) incurred in connection with such action.

6.     Waiver.  A waiver of any term of this Note or of any of the obligations secured thereby must be made in writing and signed by a duly-authorized officer of the Lender and any such waiver shall be limited to its express terms.

No delay by the Lender in acting with respect to the terms of this Note shall constitute a waiver of any breach, default, or failure of a condition under this Note or the obligations secured thereby.

7.           Construction.  Each party acknowledges that it had the opportunity to have its legal counsel review this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

8.           Conflicting Agreements.  In the event of any inconsistencies between the terms of this Note and the terms of any other document related to the loan evidenced by the Note, the terms of this Note shall prevail.

9.           Governing Law.  This Note shall be construed in accordance with the laws of the State of Texaswithout resort to that State’s conflict-of-laws rules.

CONVERSION RIGHTS

a.  Subject to part (c) of this Conversion Rights provisions, the Lender hereof is entitled to purchase from IElement during the period of the Loan shares of IElement common stock, $.001 par value (the “Common Stock”) at a purchase price of $.004 per share subject to adjustment as described below, at any time commencing on the date of the Loan and ending on the repayment thereof.   Provided, however, that in no event shall the Lender be entitled to convert any portion of the Loan in excess of that portion of the Loan upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Lender and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Loan and (2) the number of shares of Common Stock issuable upon the conversion of the portion of the Loan with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Lender and its affiliates of more than 4.99% of the outstanding shares of Common Stock unless Lender has otherwise than through this conversion provision already acquired over 4.99% of Maker’s Common Stock.  In the case of the issuance of Common Stock, the consideration shall be deemed to be the amount of debt satisfied as a result thereof.

b.            The rights represented by this convertible Loan may be exercised at any time prior to repayment, in whole or in part, by the surrender of the Loan document at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Lender at the address of the Lender appearing on the books of the Company and request for the specified conversion. The Common Stock and the certificates for the Common Stock so purchased shall be delivered to the Lender within a reasonable time, not exceeding ten (10) business days, after the rights represented by the convertible Loan shall have been so exercised.

c.            Upon receipt of notice of conversion from Lender, the Company may, at its option, deliver to the Lender, a cash payment in the amount of the Loan being converted, plus any accrued and unpaid interest and plus 20% of the amount being converted in lieu of delivering Common Stock. In the event the Company makes such payment in lieu of delivering Common Stock, the balance of the Loan will be reduced only by the principal portion of the payment.

d.            Conversion Price Adjustments

The Conversion Price of the Loan shall be subject to adjustment from time to time as follows: In case IElement shall (i) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, or (iv) enter into any transaction whereby the outstanding shares of Common Stock of IElement are at any time changed into or exchanged for a different number or kind of shares or other security of IElement or of another corporation through reorganization, merger, consolidation, liquidation or recapitalization, then appropriate adjustments in the number of Shares (or other securities for which such Shares have previously been exchanged or converted) subject to this Loan shall be made and the conversion price in effect at the time of the record date for such dividend or dis­tribution or of the effective date of such subdivision, combina­tion, reclassification, reorganization, merger, consolidation, liquidation or recapitalization shall be proportionately adjusted so that the Lender of this Loan exercised after such date shall be entitled to receive the aggregate number and kind of shares of Common Stock which, if this Loanhad been exercised by such Lender immediately prior to such date, he would have been entitled to receive upon such dividend, distribution, subdivision, combination, reclassification, reorganization, merger, consolidation, liquida­tion or recapitalization.  Such adjustment shall be made successively whenever any event listed above shall occur.

e.            IElement covenants and agrees that all Common Stock, which may be purchased hereunder, will, upon issuance and delivery against payment therefor of the requisite purchase price (or cancellation of debt) be duly and validly issued, fully paid and nonassessable. IElement further covenants and agrees that, during the periods within which the convertible Loan may be exercised, IElement will at all times have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of the Loan.

f.            The convertible Loan shall not entitle the Lender to any voting rights or other rights, including without limitation notice of shareholders meetings or other actions or receipt of dividends, as a stockholder of IElement.

g.            An Assignment of this Convertible Note shall be effected by the Lender by (i) executing a legally acceptable form of assignment and (ii) surrendering the Convertible Note for cancellation at the office or agency of the Company; whereupon the Company shall issue, in the name or names specified by the Lender (including the Lender), a new Convertible Note or Note(s), if partial assignment, of like tenor and representing in the aggregate rights to purchase the same number of Shares as are purchasable hereunder at such time.

h.            The Company covenants and agrees that all Shares, which may be purchased hereunder, will, upon issuance and delivery against payment therefor of the requisite purchase price (or cancellation of debt) be duly and validly issued, fully paid and nonassessable. The Company further covenants and agrees that, during the periods within which the Convertible Note may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of the Convertible Note.

i.            The Convertible Note shall not entitle the Lender to any voting rights or other rights, including without limitation notice of shareholders meetings or other actions or receipt of dividends, as a stockholder of the Company

Signatures.

IELEMENT CORPORATION                                                                                      IELEMENT CORPORATION

“MAKER”                                                                            “LENDER”

________________________                                                                            _____________________________

By: Ivan Zweig                                                                            By: Carl Shaifer

Its: ____________________                                                                                      Its:___________________________

Dated:________________________                                                                                      Dated:________________________

1