ielement8k122807ex4.htm


    INDEMNITY
      AGREEMENT

    


    


    THIS
      AGREEMENT is made between
      Ivan Zweig (“Zweig”) and IElement Corporation (the
      "Indemnitee").  This Agreement is being made in conjunction with that
      certain Stock Purchase Agreement by and among the Parties hereto whereby Zweig
      is purchasing from IElement Corporation all of the issued and outstanding
      capital stock of IElement, Inc., including all assets of IElement, Inc and
      is
      assuming the liabilities of IElement, Inc.

    


    Zweig
      desires and intends hereby to provide indemnification (including advancement
      of
      expenses) against any and all liabilities not set forth on Exhibit “A” hereto
      asserted against Indemnitee to the fullest extent permitted by the General
      Corporation Law of the State of Nevada and further desires and intends that
      the
      terms of indemnification be reduced to contract.  For $20 and other
      good and value consideration, the receipt and sufficiency of which is hereby
      acknowledged, and in consideration of the premises and the covenants contained
      herein, the Zweig and Indemnitee do hereby covenant and agree as
      follows:

    


    


    1.Indemnification.  Zweig
      shall
      indemnify Indemnitee as follows:

    


    (a)Zweig
      shall indemnify Indemnitee when it is a party or is threatened to be made a
      party to any threatened, pending or completed action, suit or proceeding (other
      than an action by or in the right of Zweig) brought against Indemnitee to
      collect upon any monetary liability which liability is not set forth on Exhibit
      “A” (the “excluded liabilities”), against expenses (including reasonable
      attorneys' fees), judgments, fines and amounts paid in settlements actually
      and
      reasonably incurred by it or on its behalf in connection with such action,
      suit
      or proceeding, which liability arose prior to December ___, 2007 or which arises
      due to actions or inactions prior to December __, 2007.  Liabilities
      and debts subject to this Indemnification Agreement shall be referred to as
      “Covered Liabilities”.

    


    (b)Expenses
      incurred by Indemnitee in defending a civil action, suit or proceeding for
      the
      collection of a Covered Liability shall be paid by Zweig periodically (but
      no
      less often than quarterly) on receipt of a sworn statement of expenses averring
      that (i) it has reasonably incurred actual expenses in defending a civil action,
      suit or proceeding, and (ii) it undertakes to repay such amount if it is
      ultimately determined that it is not entitled to be indemnified by Zweig under
      this Agreement or otherwise.

    


    (c)Without
      limiting the generality of the above indemnification, Zweig represents that
      as
      of the effective date of this  Indemnity Agreement, Indemnitee has
      filed all reports, schedules, forms, statements and other documents required
      to
      be filed by it with the SEC pursuant to the reporting requirements of the
      Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the
      foregoing filed prior to the date hereof and all exhibits included therein
      and
      financial statements and schedules thereto and documents incorporated by
      reference therein being hereinafter referred to as the "SEC
      Documents").  As of their respective dates (except as they have been
      correctly amended), the SEC Documents complied in all material respects with
      the
      requirements of the 1934 Act and the rules and regulations of the SEC
      promulgated thereunder applicable to the SEC Documents, and none of the SEC
      Documents, at the time they were filed with the SEC (except as they may have
      been properly amended), contained any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they were made, not misleading. As of their respective dates (except as they
      have been properly amended), the financial statements of the Seller included
      in
      the SEC Documents complied as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the SEC
      with
      respect thereto.  Such financial statements have been prepared in
      accordance with generally accepted accounting principles, consistently applied,
      during the periods involved (except (i) as may be otherwise indicated in such
      financial statements or the notes thereto or (ii) in the case of unaudited
      interim statements, to the extent they may ex-clude footnotes or may be
      condensed or summary statements) and fairly present in all material respects
      the
      financial position of the Seller as of the dates thereof and the results of
      its
      operations and cash flows for the periods then ended (subject, in the case
      of
      unaudited statements, to normal year-end audit adjustments).

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement and set
      their seals effective as of the ___ day of December, 2007.

    


    


    IVAN
      ZWEIG

    


    


    


    By:

    


    Its:

    


    


    IELEMENT
      CORPORATION

    


    


    


    


    By:

    Name:

    Title:

    


    


    


    Exhibt
      A

    


    The
      “Excluded Liabilities” are those liabilities shown in Exhibit A to the IElement
      Master Terms and Escrow Agreement under the terms of which the Stock Purchase
      Agreement referenced herein and this Indemnity Agreement become
      effective.