ielement8k122807ex5.htm


    STOCK
      PURCHASE
      AGREEMENT

    


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

    


    RECITALS

    


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

    


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

    


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

    


    ARTICLE
      I

    PURCHASE
      AND SALE OF SECURITIES AND SECURITY

    


    
      	
              Section
                1.1

            	
              SALE
                OF
                SECURITIES:

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


            


    

    


    
      	
              Section
                1.2

            	
              CONSIDERATION:

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


            


    

    


    ARTICLE
      II

    PRECONDITIONS
      TO CLOSING

    


    
      	
              Section
                2.1

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

            


    

    


    
      	
               

            	
              ARTICLE
                III 

            


    

    
      	
               

            	
              REPRESENTATIONS
                AND WARRANTIES OF SELLER 

            


    

    


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

    


    
      	
              Section
                3.1

            	
              MARKETABLE
                TITLE:

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

            


    

    


    
      	
              Section
                3.2

            	
              AUTHORITY:

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

            


    

    


    
      	
              Section
                3.3

            	
              OUTSTANDING
                CLAIMS,
                SUITS OR ACTIONS:

            	

            	
                          Seller
                is not aware of any outstanding claims, suits or actions or potential
                claims, suits or actions in connection with the Securities.
                

            


    

    


    


    
      	
               

            	
              ARTICLE
                IV 

            


    

    
      	
               

            	
              REPRESENTATION
                AND WARRANTIES OF THE BUYER 

            


    

    


    
      	
               

            	
              The
                Buyer represents and warrants that:


            


    

    


    
      	
              Section
                4.1

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


            


    

    


    Section
      4.2                                
The Buyer:

    


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

    


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

    


    
      	
              Section
                4.3

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

            


    

    


    
      	
              Section
                4.4

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

            


    

    


    ARTICLE
      V

    THE
      CLOSING

    


    
      	
              Section
                5.1

            	
              SELLER’S
                OBLIGATIONS:

            	
              At
                the Closing or as soon thereafter as is practicable, Seller shall
                deliver
                to Buyer: 

            


    

    


    
      	
              (a)  

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

            


    

    


    
      	
              Section
                5.2

            	
              BUYER’
                OBLIGATIONS:

            	
              At
                the Closing, Buyer shall deliver to Seller the following:
                

            


    

    


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

    


    
      	
               

            	
              ARTICLE
                VI 

            


    

    
      	
               

            	
              MISCELLANEOUS
                

            


    

    


    
      	
              Section
                6.1

            	
              EXPENSES.

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

            


    

     

    
      	
              Section
                6.2

            	
              ASSIGNMENT:
                This Agreement is not assignable. 

            


    

    


    
      	
              Section
                6.3

            	
              NOTICES:

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

            


    

    


    
      	
              Section
                6.4

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

            


    

    


    
      	
              Section
                6.5

            	
              GOVERNING
                LAW:

            	
              This
                Agreement shall be interpreted in accordance with and governed by
                the laws
                of the State of Texas. 

            


    

    


    
      	
              Section
                6.6

            	
              ENTIRE
                AGREEMENT:

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

            


    

    


    
      	
              Section
                6.7

            	
              COUNTERPARTS:

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

            


    

    


    
      	
              Section
                6.8

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

            


    

    


    
      	
              SELLER:

            	
              BUYER:
                

            


    

    


    NEWSGRADE
      CORPORATION                                           IELEMENT
      CORPORATION

     

    


     

    ________________________                                              
      _____________________________

     

    By:
      Carl
      Shaifer                                                                           
By: Ivan Zweig

    Its:
      ___________________                                                     Its:___________________________

    Dated:________________________                                    Dated:________________________

     

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