IElement - Sutioc Management Services and Vendor Agreement


     

    MANAGEMENT
      SERVICES AND VENDOR AGREEMENT

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    SECTION
      2.
      APPOINTMENT AND DUTIES OF THE VENDOR.

    


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

    


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

    


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

    


    (ii)
      providing general operational and bookkeeping support;

     

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

    


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

    


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

    


    (c)
      Limitations on Powers of Vendor:

    


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

    


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

    


    SECTION
      3.
      ADDITIONAL ACTIVITIES OF THE VENDOR.

    


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

    


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

    


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

    


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

    


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

    


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

    


    SECTION
      7.
      OBLIGATIONS OF VENDOR; RESTRICTIONS.

    


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

    


    SECTION
      8.
      COMPENSATION.
      

    


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

    


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

    


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

    


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

    


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

    


    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    SECTION
      10.
      CALCULATIONS OF EXPENSES.

    


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

    


    SECTION
      11.
      LIMITS OF VENDOR RESPONSIBILITY; INDEMNIFICATION.

    


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

    


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

    


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

    


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

    


    SECTION
      13.
      TERMINATION.

    


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

    


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

     

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

    


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

    


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

     

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

    


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

    


    SECTION
      16.
      REPRESENTATIONS AND WARRANTIES.

    


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

    


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

     

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

    


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

    


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

    


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

    


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

    


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

    


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

     

    
      	
               

            	
              (a)

            	
              If
                to the Company:

            


    

     

    
      	
               

            	
                  

            	
              Sutioc
                Enterprises, Inc.

            
	
               

            	
                  

            	
              10150
                Highland Manor Dr Ste 200

              Tampa,
                FL 33610

            
	
               

            	
                  

            	 
	
                

            	
                  

            	
              Attention:
                Chief Executive Officer

            


    

     

    
      	
               

            	
              (b)

            	
              If
                to the Vendor:

            


    

     

    
      	
               

            	
                  

            	
              IElement
                Corporation

            
	
               

            	
                  

            	
              17194
                Preston Road

              Ste
                102, PMB 341

              Dallas,
                TX 75248

            
	 	
                  

            	 
	
                

            	
                  

            	
              Attention:
                Chief Executive Officer

            


    

    


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

    


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

    


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

    


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

    


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

    


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

     

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

    


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

    


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

    


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

    


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

     

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

     

     

    Sutioc
      Enterpirses, Inc.

    By:
      /s/
      Joseph Moran

    Name:
      Joseph Moran

    Title:
      Chief Executive Officer 

    

      IELEMENT
        CORPORATION

      By:
        /s/
        Ivan
        Zweig        

      Name:
        Ivan
        Zweig    

      Title:
        Chief Executive Officer