ielement8k122807ex6.htm


    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,
PA 19118
      (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