Exhibit 10.7



         IVI COMMUNICATIONS, INC. & BROADSPOT WORLD WIDE WIRELESS, INC.
                            STOCK EXCHANGE AGREEMENT



This Stock Exchange (hereinafter the "Agreement") is entered into effect as of
this 31st day of March 2004, between the parties, ("The Parties") IVI
Communications, Inc., a Nevada corporation (hereinafter "IVIC"), and Broadspot
World Wide Wireless, Inc., a Canada corporation (hereinafter "BWWW").

                                    RECITALS

WHEREAS, subject to approval of the Boards of Directors of BWWW and IVIC, The
Parties agree to exchange twenty-three million (23,000,000) of the shares of
BWWW for nine million (9,000,000) of the shares of IVIC.

NOW, THEREFORE, for the mutual consideration set out herein and other good and
valuable consideration, the legal sufficiency of which is hereby acknowledged,
the parties agree as follows:

                                    AGREEMENT
1.   Plan of Exchange

     a     It is hereby agreed that twenty-three million (23,000,000) of the
           shares of BWWW common stock (the "BWWW Shares") shall be exchanged
           for nine million (9,000,000) of the shares of the IVIC common stock.

     b     It is further agreed that BWWW shall provide:

           i    The complete and current list of BWWW shareholders

           ii   The documentation of DTC eligibility of BWWW stock



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           iii  The complete and current NOBO shareholder list

2.   Exchange of Shares The Parties agree that on the Closing Date or at the
     Closing as hereinafter defined, the BWWW Common Stock shall be
     delivered to a mutually agreed upon escrow agent ("Agent") in exchange
     for the IVIC Shares as follows:

     a     At Closing IVIC shall, subject to the conditions set forth herein,
           issue from treasury nine million (9,000,000) shares of IVIC common
           stock for delivery to Agent.
     b     At Closing BWWW shall, subject to the conditions set forth herein,
           shall deliver twenty-three million (23,000,000) of the shares of BWWW
           common stock for delivery to Agent.
3.   Pre-Closing Events The Closing is subject to the completion of the
     following:

     a     BWWW shall have delivered to Agent in trust for delivery to IVIC
           twenty-three million (23,000,000) shares of BWWW common stock.

     b     BWWW shall have effectuated the delivery to Agent of the BWWW Shares
           at or prior to Closing, and shall have thirty million one hundred
           forty-two thousand six hundred ninety-nine (30,142,699) shares of its
           common stock issued and outstanding and no other shares of capital
           stock issued or outstanding.

     c     IVIC shall have authorized issuance of and delivered to Agent in
           trust for delivery to the BWWW nine million (9,000,000) shares of
           IVIC common stock.

     d     IVIC shall have effectuated the delivery to Attorney of the IVIC
           Shares at or prior to Closing, and shall have twenty two million
           seven hundred ten thousand two hundred fifty-seven (22,710,257)
           shares of its common stock issued and outstanding and no other shares
           of capital stock issued or outstanding.

     e     BWWW shall demonstrate to the reasonable satisfaction of IVIC that
           (i) it has no material assets and no liabilities, contingent or fixed
           (ii) it is current and in compliance with all required filings under
           the Securities Exchange Act of 1934, as amended and (iii) it will
           undertake and cooperate fully in the preparation and filing of any
           requisite Registration Statement for the issuance and delivery of the
           IVIC Shares to the BWWW Shareholders.

4.   Exchange of Securities As of the Closing Date, the following shall occur:

     a     IVIC shall issue from treasury nine million (9,000,000) shares of the
           IVIC common stock for delivery to BWWW. b BWWW shall transfer
           twenty-three million (23,000,000) of the shares of BWWW common stock
           for delivery to IVIC.

5.   Other Events Occurring at Closing At Closing, the following shall be
     accomplished:

     a     The appointment, by the existing BWWW officers and directors ("Old"),
           of Nyhl Henson and Charlie Roodenburg as the new officers and
           directors of BWWW ("New").

     b     The resignation of the Old BWWW officers and directors.


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     c     The acceptance, by the New officers and directors of BWWW, of the
           resignation of the Old officers and directors.

6.   Representations of BWWW BWWW hereby represents and warrants as follows,
     which warranties and representations shall also be true as of the Closing
     Date:

     a     Except as noted on Exhibit "A," the BWWW Stockholders listed on the
           attached Exhibit "A" are the sole owners of record and beneficially
           of the issued and outstanding common stock of BWWW.

     b     BWWW has one class of common to be issued.

7.   Representations of IVIC IVIC hereby represents and warrants as follows,
     each of which representations and warranties shall continue to be true
     as of the Closing Date:

     a     As of the Closing Date, the IVIC Shares, to be issued and delivered
           to the BWWW Stockholders hereunder will, when so issued and
           delivered, constitute, duly authorized, validly and legally issued
           shares of IVIC common stock, fully paid and non-assessable.

     b     IVIC has the corporate power to enter into this Agreement and to
           perform its respective obligations hereunder. The execution and
           delivery of this Agreement and the consummation of the transactions
           contemplated hereby have been duly authorized by the board of
           directors of IVIC. The execution and performance of this Agreement
           will not constitute a material breach of any agreement, indenture,
           mortgage, license or other instrument or document to which IVIC is a
           party and will not violate any judgment, decree, order, writ, rule,
           statute, or regulation applicable to IVIC or its properties. The
           execution and performance of this Agreement will not violate or
           conflict with any provision of the Articles of Incorporation or
           bylaws of IVIC.

     c     IVIC will deliver to BWWW a true and complete copy of its audited
           financial statements for the period ended December 31, 2003 (the
           "IVIC Financial Statements"). The IVIC Financial Statements are
           complete, accurate and fairly present the financial condition of IVIC
           as of the dates thereof and the results of its operations for the
           periods then ended. There are no material liabilities or obligations
           either fixed or contingent not reflected therein. The IVIC Financial
           Statements have been prepared in accordance with generally accepted
           accounting principles applied on a consistent basis (except as may be
           indicated therein or in the notes thereto) and fairly present the
           financial position of IVIC as of the date thereof and the results of
           its operations and changes in financial position for the periods then
           ended.

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     d     Since December 31, 2003, there have not been any material adverse
           changes in the financial condition of IVIC except with regard to
           disbursements to pay reasonable and ordinary expenses in connection
           with maintaining its corporate status and pursuing the matters
           contemplated in this Agreement. Prior to Closing, all accounts
           payable and other liabilities of IVIC shall be paid and satisfied in
           full and IVIC shall have no liabilities either contingent or fixed.

     e     IVIC is not a part to or the subject of any pending litigation,
           claims or governmental investigation or proceeding not reflected in
           the IVIC Financial Statements or otherwise disclosed herein, and
           there are no lawsuits, claims, assessments, investigations or similar
           matters, threatened or contemplated against or affecting IVIC, its
           management or its properties.

     f     IVIC is duly organized, validly existing and in good standing under
           the laws of the State of Nevada; has the corporate power to own its
           property and to carry on its business as now being conducted and is
           duly qualified to do business in any jurisdiction where so required
           except where the failure to so qualify would have no material
           negative impact on it.

     g     IVIC has field all federal, state, county and local income, excise,
           property and other tax, governmental and/or related returns, forms,
           or reports, which re due or required to be filed by it prior to the
           date hereof, except where the failure to do so would have no material
           adverse impact on IVIC, and has paid or made adequate provision in
           the IVIC Financial Statements for the payment of all taxes, fees, or
           assessments which have or may become due pursuant to such returns or
           pursuant to any assessments received. IVIC is not delinquent or
           obligated for any tax penalty, interest, delinquency or charge.

     h     There are no exiting options, calls, warrants, preemptive rights or
           commitments of any character relating to the issued or unissued
           capital stock or other securities of IVIC, except as contemplated in
           this Agreement.

     i     IVIC has not breached, nor is there any pending, or to the knowledge
           of management, any threatened claim that IVIC has breached, any of
           the terms or conditions of any agreements, contract or commitments to
           which it is a party or by which it or its assets are bound. The
           execution and performance hereof will not violate any provisions of
           applicable law or any agreement to which IVIC is subject. IVIC hereby
           represents that it has no business operations or material assets and
           it is not a party to any material contract or commitment other than
           appointment documents with its transfer agent, and that it has
           disclosed BWWW all relationships or dealings with related parties or
           affiliates.

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     j     All information regarding IVIC which has been provided to BWWW or
           otherwise disclosed in connection with the transactions contemplated
           herein is true, complete and accurate in all material respects. IVIC
           specifically disclaims any responsibility regarding disclosures as to
           BWWW, its business or its financial condition.

8.   Closing The initial Closing of the transactions contemplated herein shall
     take place on such date (the "Closing") as mutually determined by the
     parties hereto when all conditions precedent have been met and all required
     documents have been delivered, which Closing shall be no later than March
     31, 2004, unless extended by mutual consent of all parties hereto. The
     Final Closing Date shall be the date after all BWWW Shareholders have
     executed appropriate agreements for the exchange their shares of BWWW stock
     which shall occur only after the effective date of the Registration
     Statement. The "Closing Date" of the transactions descried herein (the
     "Acquisition"), shall be that date on which the IVIC Shares are delivered
     to BWWW and all conditions set forth herein other than the effectiveness of
     the Registration Statement and the Exchange have been met and the IVIC
     Shares are issued in exchange for the BWWW Common Stock.

9.   Conditions Precedent to the Obligations of BWWW All obligations of BWWW
     under this Agreement are subject to the fulfillment, prior to or as of the
     Closing and/or the Closing Date, as indicated below, of each of the
     following conditions:

     a     The representations and warranties by or on behalf of IVIC contained
           in this Agreement or in any certificate or document delivered
           pursuant to the provisions hereof shall be true in all material
           respects at and as of the Closing and Closing Date as though such
           representations and warranties were made at and as of such time.

     b     IVIC shall have performed and complied with all covenants,
           agreements, and conditions set forth in, and shall have executed and
           delivered all documents required by this Agreement to be performed or
           complied with or executed and delivered by it prior to or at the
           Closing.
     c     On or before the Closing, the board of directors representing a
           majority interest in the outstanding common stock of IVIC, shall have
           approved in accordance with applicable state corporation law, the
           execution and delivery of this Agreement and the consummation of the
           transactions contemplated herein.


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     d     On or before the Closing Date, IVIC shall have delivered to BWWW
           copies of resolutions of the board of directors and shareholders of
           IVIC approving and authorizing the execution, delivery and
           performance of this Agreement and authorizing all of the necessary
           and proper action to enable IVIC to comply with the terms of this
           Agreement including the election of BWWW's nominees to the Board of
           Directors of IVIC and all matters outlined herein.

     e     The Acquisition shall be permitted by applicable law and IVIC shall
           have sufficient shares of its capital stock authorized to complete
           the Acquisition.

     f     At Closing, the existing officers and directors of BWWW shall have
           resigned in writing from all positions as officers and directors of
           BWWW effective upon the election and appointment of IVIC officers and
           directors.

     g     At the Closing, all instruments and documents delivered to BWWW and
           BWWW Stockholders pursuant to the provisions hereof shall be
           reasonably satisfactory to legal counsel for BWWW.

     h     The shares of restricted IVIC capital stock to be issued to BWWW
           nonassessable and fully paid under Nevada corporation law and will be
           issued in compliance with all federal, state and applicable
           corporation and securities laws.

     i     BWWW and BWWW Stockholders shall have received the advice of their
           tax advisors, if deemed necessary by them, as to all tax aspects of
           the Acquisition.

     j     BWWW shall have received all necessary and required approvals and
           consents from required parties.

10.      Conditions Precedent to the Obligations of IVIC All obligations under
         this Agreement are subject to the fulfillment, prior to or at the
         Closing, of each of the following conditions:


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     a     The representations and warranties by BWWW contained in this
           Agreement or in any certificate or document delivered pursuant to the
           provisions hereof shall be true in all material respects at and as of
           the Closing as though such representations and warranties were made
           at and as of such time.

     b     BWWW shall have performed and complied with, in all material
           respects, all covenants, agreements and conditions required by this
           Agreement to be performed or complied with by it prior to or at the
           Closing;

11.  Indemnification For a period of one year from the Closing, IVIC agrees
     to indemnify and hold harmless BWWW, and BWWW agrees to indemnify and hold
     harmless IVIC, at all times after the date of this Agreement against and in
     respect of any liability, damage or deficiency, all actions, suits,
     proceedings, demands, assessments, judgments, costs and expenses, including
     attorneys' fees incident to any of the foregoing, resulting from any
     material misrepresentations made by an indemnifying party to an indemnified
     party, an indemnifying party's breach of covenant or warranty or an
     indemnifying party's non-fulfillment of any agreement hereunder or from any
     material misrepresentation in or omission from any certificate furnished or
     to be furnished hereunder.

12.  Nature and Survival of Representations All representations, warranties
     and covenants made by any party in this Agreement shall survive the Closing
     and the consummation of the transactions contemplated hereby for one year
     from the Closing. All of the parties hereto are executing and carrying out
     the provisions of this Agreement in reliance solely on the representations,
     warranties and covenants and agreements contained in this Agreement and not
     upon any investigation upon which it might have made or any representation,
     warranty, agreement, promise or information, written or oral, made by the
     other party or any other person other than as specifically set forth
     therein.

13.  Documents at Closing At the Closing, the following documents shall be
     delivered: a BWWW will deliver, or will cause to be delivered, to IVIC the
     following:

           i    A certificate executed by the President and Secretary of BWWW to
                the effect that all representations and warranties made by BWWW
                under this Agreement are true and correct as of the Closing, the
                same as though originally given to IVIC on said date.

           ii   A certificate from Industry Canada dated at or about the Closing
                to the effect that BWWW is in good standing under the laws of
                said jurisdiction.


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           iii  Such other instruments, documents and certificates, if any, as
                are required to be delivered pursuant to the provisions of this
                Agreement.

           iv   Certified copies of resolutions adopted by the directors of BWWW
                authorizing this transaction.

           v    All other items, the delivery of which is a condition precedent
                to the obligations of IVIC as set forth herein.

     b     IVIC will deliver or cause to be delivered to BWWW:

           i    Stock certificates representing the IVIC Shares to be issued as
                a part of the stock exchange as described herein.

           ii   Certified copies of resolutions adopted by IVIC's board of
                directors authorizing the exchange of shares and all related
                matters described herein;

14.  Miscellaneous

     a     Further Assurances. At any time, and from time to time, after the
           Closing Date, each party will execute such additional instruments and
           take such action as may be reasonably requested by the other party to
           confirm or perfect title to any property transferred hereunder or
           otherwise to carry out the intent and purposes of this Agreement.

     b     Waiver. Any failure on the part of any party hereto to comply with
           any of its obligations, agreements, or conditions hereunder may be
           waived in writing by the party to whom such compliance is owed.

     c     Termination. All obligations hereunder may be terminated at the
           discretion of either party's board of directors if (i) the closing
           conditions specified Sections 12 and 13 are not met by April 7, 2004,
           unless extended in writing, or (ii) any of the representations and
           warranties made herein have been materially breached.


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     d     Amendment. This Agreement may be amended only in writing as agreed to
           by all parties hereto.

     e     Notices. All notices and other communications hereunder shall be in
           writing and shall be deemed to have been given if delivered or sent
           by prepaid first-class registered or certified mail, return receipt
           requested.

     f     Headings. The section and subsection headings in this Agreement are
           inserted for convenience only and shall not affect in any way the
           meaning or interpretation of this Agreement.

     g     Counterparts. This Agreement may be executed simultaneously in two or
           more counterparts, each of which shall be deemed an original, but all
           of which together shall constitute one and the same instrument.

     h     Governing Law. This Agreement shall be construed and enforce in
           accordance with the laws of the State of Nevada.

     i     Binding Effect. This Agreement shall be binding upon the parties
           hereto and inure to the benefit of the parties, their respective
           heirs, administrators, executors, successors and assigns.

     j     Entire Agreement. This Agreement and the attached Exhibits constitute
           the entire agreement of the patties covering everything agreed upon
           or understood in the transaction. There are no oral promises,
           conditions, representations, understandings, interpretations or terms
           of any kind as conditions or inducements to the execution hereof.
     k     Time. Time is of the essence.

     l     Severability. If any part of this Agreement is deemed to be
           unenforceable the balance of the Agreement shall remain in full force
           and effect.

     m     Responsibility and Costs. All fees, expenses and out-of-pocket costs
           and expenses, including, without limitation, fees and disbursements
           of counsel, advisors and accountants, incurred by the parties hereto
           shall be borne solely and entirely by the party that has incurred
           such costs and expenses regardless of whether the transactions
           contemplated herein are completed.


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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.



Broadspot World Wide Wireless, Inc.



By:/s/ Michael Levine
-----------------------------
Michael Levine
Its:Chief Executive Officer



IVI  Communications, Inc.


By: /s/ Nyhl Henson
-----------------------------
Nyhl Henson
Its:Chief Executive Officer



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