Richard Williamson Security Agreement


    SECURITY
      AGREEMENT

    


    


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

    


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


    


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

    


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

    


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

    


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

    


    Debtor
      warrants, represents, covenants and agrees that:

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    3.DEBTORS’
      DUTIES.
      Debtors
      shall, 

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    a.
      The
      Collateral is used for business purposes;

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    e.
      Entry
      of any judgment against Debtor;

     

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

    


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

    


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

    


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

    


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

    


    DEBTOR:

    


    IELEMENT
      CORPORATION

    


    


    __________________________________
        _______________________________________

    Witness
      Signature     By:
      Ivan
      Zweig

    Title:
      President

    __________________________________

    Printed
      Name of Witness

    


    __________________________________  

    Witness
      Signature     

    


    __________________________________

    Printed
      Name of Witness

    


    


    STATE
      OF
__________________

    COUNTY
      OF
      __________________

    


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

    


          ____________________________________

    (Seal)
           Notary
      Public

    


          ____________________________________

    My
      Commission Expires:     Printed
      Notary Signature

    


    


    


    


    


    


    


    


    SECURED
      PARTY:

    


    RICHARD
      WILLIAMSON

    


    


    __________________________________
        ___________________________________

    Witness
      Signature     By:
      Richard Williamson

     

    __________________________________

    Printed
      Name of Witness

    


    __________________________________  

    Witness
      Signature     

    


    __________________________________

    Printed
      Name of Witness

    


    


    STATE
      OF
__________________

    COUNTY
      OF
      __________________

    


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

    


          ____________________________________

    (Seal)
           Notary
      Public

    


             ____________________________________

    My
      Commission Expires:     Printed
      Notary Signature