ielement8k122807ex1.htm


    STOCK
      PURCHASE AGREEMENT



    Stock  Purchase
      Agreement
      (the “Agreement”)
      entered into as of the ___ day of December 2007 (the “Effective Date”) by and
      between IElement Corporation, a Nevada corporation (the “Seller”) and Ivan Zweig (the
      “Buyer”) and, IElement,
      Inc., a Nevada corporation (the “Target”)

     

    RECITALS

    


          
      A.    Seller is owner of
      all of the Target’s outstanding capital stock (the “Shares”) such that Target
      is a
      wholly-owned subsidiary of the Seller.

    


    B.           
      Seller desires to sell, assign and transfer, and Buyer desires to purchase,
      the
      Shares upon the terms and condi­tions herein provided.

    


    NOW,
      THEREFORE, in consideration of the
      mutual covenants, under­takings, representations and warranties herein
      contained and other good and valuable consideration, the receipt and
      sufficien­cy of which are hereby acknowledged, the parties hereby agree as
      follows:

    


    1. Recitals.  The
      above recitals are true and correct and incorporated herein.

     

    2. Purchase
      and
      Sale.

     

    2.1. Subject
      to the terms and conditions hereof, Seller shall sell to Buyer, and Buyer shall
      purchase from Seller, the Shares for the consideration set forth
      below.

     

    2.2. As
      consideration for the Share purchase, Buyer shall:

     

    2.2.1. Assume,
      through Target, those liabilities of the Target set forth on Schedule 2.2.1
      attached hereto.

     

    2.2.2. Release
      Seller and Seller shall release Buyer from any and all liability under that
      certain Employment Agreement between the Seller and Buyer dated January 1,
      2007
      as disclosed in the Seller’s Form 8-K filed with the Securities Exchange
      Commission (the “SEC”)
      on April 20, 2007 (the “Employment
      Release”).

     

    2.2.3. Release
      Seller and Seller shall release Buyer from any and all liability under that
      certain Consulting Agreement between the Seller and Kramerica Capital
      Corporation (“Kramerica”) dated January 1,
      2007 as disclosed in the Seller’s Form 8-K filed with the SEC on April 20, 2007
      (the “Kramerica
      Release”).  Buyer owns 100% of the equity of Kramerica Capital
      Corporation and as such has full power and authority, on behalf of Kramerica,
      to
      enter into this Agreement.

     

    2.2.4. The
      relinquishment and cancellation of all stock options and warrants by Buyer
      for
      the purchase of the stock of Seller.

     

    2.2.5. An
      indemnification agreement by Buyer in favor of Seller in which Buyer agrees
      to
      indemnify Seller for any and all liabilities of Seller, which liabilities are
      not listed on Schedule 2.2.6 hereto and which liability arose prior to the
      Closing hereof.

     

    2.3. The
      closing of the sale of Shares by Sellers to Buyer as contemplated herein (the
      “Closing”) shall take
      place on or before December ___, 2007 (the “Closing Date”) at the office
      of Target or Target’s legal counsel, subject to the satisfaction or waiver of
      the conditions precedent to the Closing set forth in Section 5 of this
      Agreement.  At the Closing:

     

    2.3.1. Seller
      shall deliver or cause to be delivered to Buyer, free and clear of any Liens,
      one or more certificates representing the Shares, duly endorsed or accompanied
      by stock powers or other  instruments of transfer duly executed for
      transfer to the Buyer, together with any Tax or transfer stamps or other
      documents or actions necessary to accomplish the foregoing; and

     

    2.3.2. Buyer
      shall deliver or cause to be delivered to Seller a Release substantially in
      the
      form attached hereto as Exhibit”A”, in
      connection with the Employment Release.

     

    2.3.3. Buyer
      shall deliver or cause to be delivered to Seller a Release substantially in
      the
      form attached hereto as Exhibit”B”, in
      connection with the Kramerica Release

     

    2.3.4. Buyer
      shall deliver or cause to be delivered to Seller an Indemnification
      substantially in the form attached hereto as Exhibit “C”.

     

    2.3.5. Buyer
      shall deliver or cause to be delivered to Seller a resignation by Buyer as
      an
      officer and director of Seller (which is contained in Exhibit “A”).

     

    2.4. The
      Buyer
      shall be entitled to deduct and withhold from the amounts otherwise paid to
      a
      Seller such amounts that may be required to be deducted and withheld with
      respect to the making of such payment under any Tax Law.  To the
      extent that amounts are so withheld and paid over to the appropriate taxing
      authority, such amounts so required to be deducted and withheld shall be treated
      for the purposes of this Agreement as having been paid to such
      Seller.

     

    3. Buyer’s
      Representations.  Buyer hereby represents and war­rants to
      the Seller that:

     

    3.1. Buyer
      has
      all requisite right, power, authority and capacity to enter into this Agreement
      and to perform all of his obligations hereunder.  This Agreement is a
      valid and binding agreement of Buyer, enforceable in accordance with its
      terms.

     

    3.2. He
      has
      full legal right, power and authority to enter into this Agreement and to
      consummate or cause to be consummated the obligations contemplated in this
      Agreement.

     

    3.3. No
      consents, approvals, orders or authorizations of any governmental authority
      are
      required in connection with the execution, delivery and performance by Buyer
      of
      this Agree­ment or the consummation of any of the transactions contemplated
      hereby.

     

    3.4. The
      representations and warranties made in this Agreement by Buyer will be true
      and
      correct on and as of the Closing Date with the same effect as though such
      representations and warranties had been made on and as of the Closing Date
      except that any such representations and warranties which expressly relate
      to an
      earlier date shall be true as of such earlier date.

     

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    4. Seller’s
      Representations. Seller hereby represents and war­rants to Buyer
      that:

     

    4.1.  Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Nevada.  It has full power and authority to
      execute and deliver this Agreement and any other instruments to be executed
      and
      delivered by Buyer in connection herewith and therewith and to consummate the
      transactions contemplated hereby and thereby and all acts required to be taken
      by or on the part of Seller to carry out this Agreement, and such other
      instruments and transactions contemplated hereby and thereby have been duly
      and
      properly taken; and this Agreement has been, and such other instruments will
      be,
      duly executed and delivered by Seller.  This Agreement and such other
      instruments will constitute legal, valid and binding obligations of Seller,
      enforceable in accordance with their respective terms (subject, as to the
      enforcement or remedies, to applicable bankruptcy, reorganization, insolvency,
      moratorium or other similar laws affecting the enforcement of creditors' rights
      generally from time to time in effect).

     

    4.2. No
      Conflict.  The execution, delivery and performance of this Agreement
      by Seller will not (i) violate any provisions of any applicable Law (including
      any foreign law or regulation), judgment, decree or order or (ii) conflict
      with,
      or result in any breach of, any of the terms, conditions or provisions of,
      or
      constitute a default under, the Articles of Incorporation of Seller, or any
      agreement, instrument, arrangement, contract, obligation, commitment or
      understanding to which Seller is a party or by which any properties of Seller
      is
      bound.

     

    4.3. No
      Consent.  No consent, approval or agreement of any person, party,
      court, government or entity is required to be obtained by Seller in connection
      with the execution and delivery of this Agreement or the performance by Seller
      hereunder.

     

    4.4. Shares.  Seller
      is the owner of the Shares will deliver such Shares to Buyer free and clear
      of
      any direct or indirect claims, liens, security interests, charg­es, pledges
      or encumbrances of any nature whatsoever. All of the Shares are validly issued
      to the Seller, fully paid and nonassessable.  There are no existing
      options, calls or commitments of any character relating to the Shares or the
      Target.

     

    4.5. Financial
      Statements.  Seller has provided to Buyer the compiled financial
      statements of  Seller (the " Seller Financial Statements"),
      including balance sheets, statements of operations, statements of retained
      earnings for the years ended March 31, 2006 and 2007, and for the interim period
      ended September 30, 2007 (said balance sheets being hereinafter referred to
      as
      the " Seller Balance Sheet").  As the CEO of Seller, Buyer has been
      intimately involved in the operations and management of Seller and
      Target.  Therefore these Seller financial Statements are presented
      without warranty and Buyer represents that he has had the opportunity to
      independently examine such statements and accepts them “where-is-as-is”. Seller
      makes no representation whatsoever of the future or past performance of its
      business or of Target’s business, or any of the business’ customers or clients,
      based on historical financial data or results, or otherwise.

     

    4.6. The
      Target.  Seller hereby represents and warrants to Buyer
      that:

     

    4.6.1. The
      Target is duly organized, validly existing and in good standing under the laws
      of the State of Nevada and has the requisite corporate power and authority
      to
      carry on its business as now being conducted.

     

    4.6.2. The
      authorized capital stock of the Target consists of Thirty Million
      (30,000,000) shares of Target Common Stock, par value $.001 per share, 3,000,000 of which
      are outstanding.  Except as set forth above, no shares of capital
      stock or other equity securities of the Target are issued, reserved for issuance
      or outstanding.  All outstanding shares of capital stock of the Target
      are duly authorized, validly issued, fully paid and nonassessable and not
      subject to pre-emptive rights.  There are no outstanding bonds,
      debentures, notes or other indebtedness or other securities of the Target having
      the right to vote (or convertible into, or exchangeable for, securities having
      the right to vote) on any matters on which shareholders of the Target may
      vote.  Except as set forth above, there are no outstanding securities,
      options, warrants, calls, rights, commitments, agreements, arrangements or
      undertakings of any kind to which the Target is a party or by which it is bound
      obligating the Target  to issue, deliver or sell, or cause to be
      issued, delivered or sold, additional shares of capital stock or other equity
      or
      voting securities of the Target  or obligating the
      Target  to issue, grant, extend or enter into any such security,
      option, warrant, call, right, commitment, agreement, arrangement or
      undertaking.  There are no outstanding contractual obligations,
      commitments, understandings or arrangements of the Target  to
      repurchase, redeem or otherwise acquire or make any payment in respect of any
      shares of capital stock of the Target.

     

    4.7. Representations
      True on the Closing Date.  The representations and warranties made in
      this Agreement by Seller will be true and correct on and as of the Closing
      Date
      with the same effect as though such representations and warranties had been
      made
      on and as of the Closing Date except that any such representations and
      warranties which expressly relate to an earlier date shall be true as of such
      earlier date.

     

    5. Covenants
      of the Buyers and
      the Seller.

     

    5.1. Confidentiality.  Each
      party shall maintain the confidentiality of Confidential Information in
      accordance with procedures adopted by such party in good faith to protect
      confidential information of third parties delivered to such party, provided
      that
      such party may deliver or disclose Confidential Information to (i) such party’s
      representatives, members of its investment committees, advisory committees,
      and
      similar bodies, and Persons related thereto, who are informed of the
      confidentiality obligations of this Section 5.1; provided, that such party
      shall
      be responsible for any disclosure made by any of the foregoing as if it had
      been
      made by such party, (ii) any Governmental Authority having jurisdiction over
      such party to the extent required by applicable Law or (iii) any other Person
      to
      which such delivery or disclosure may be necessary (A) to effect compliance
      with
      any Law applicable to such party, or (B) in response to any subpoena or other
      legal process, provided that, in the cases of clauses (ii) and (iii) above,
      the
      disclosing party shall provide each other party with prompt written notice
      thereof so that the appropriate party may seek (with the cooperation and
      reasonable efforts of the disclosing party) a protective order, confidential
      treatment or other appropriate remedy, and in any event shall furnish only
      that
      portion of the information which is reasonably necessary for the purpose at
      hand
      and shall exercise reasonable efforts to obtain reliable assurance that
      confidential treatment will be accorded such information to the extent
      reasonably requested by any other party.

     

    5.2. Publicity.  Except
      as may be required by the SEC or NASDAQ rules or the rules of any other
      quotation system or exchange on which the Seller’s securities are listed or
      applicable Law, the Seller shall not issue a publicity release or announcement
      or otherwise make any public disclosure concerning this Agreement or any other
      ancillary agreements, which announcement names any party without its prior
      approval.  If any announcement is required by applicable Law to be
      made by any party hereto, prior to making such announcement such party will
      deliver a draft of such announcement to the other parties and shall give the
      other parties an opportunity to comment thereon.

     

    5.3. Further
      Assurances.  Following the Closing Date, each party shall, from time
      to time, execute and deliver such additional instruments, documents, conveyances
      or assurances and take such other actions as shall be necessary, or otherwise
      reasonably be requested by any other party, to confirm and assure the rights
      and
      obligations provided for in this Agreement and render effective the consummation
      of the purchase and sale of Shares contemplated hereby, or otherwise to carry
      out the intent and purposes of this Agreement.

     

    6. Conditions
      to
      Close.

     

    6.1. The
      obligations of Buyer to proceed with the closing of the transaction herein
      contemplated are subject to the fulfillment at or prior to the closing of each
      of the following conditions:

     

    6.1.1. All
      representations and warranties of Sellers made in or pursuant to this Agreement
      shall be true and correct at and as of the Closing Date, with the same force
      and
      effect as if made at and as of the Closing Date;

     

    6.1.2. Sellers
      shall have performed, observed and complied with all the obligations and
      conditions required by this Agreement to be performed, observed or complied
      with
      by him at or prior to the Closing Date; and

     

    6.1.3. There
      shall be no actions, proceedings, suits or investigations pending or threatened
      to restrain or prohibit the transaction herein contemplated.

     

    6.2. The
      obligations of Sellers to proceed with the closing of the transaction herein
      contemplated are subject to the ful­fillment at or prior to the closing of
      each of the following conditions:

     

    6.2.1. All
      representations and warranties of Buyer made in or pursuant to this Agreement
      shall be true and correct at and as of the Closing Date, with the same force
      and
      effect as if made at and as of the Closing Date; and

     

    6.2.2. Buyer
      shall have performed, observed and complied with all of the obligations and
      conditions required by this Agreement to be performed, observed or complied
      with
      by it at or prior to the Closing Date.

     

    7. No
      Brokers.                                
The Parties represent and warrant to each other that there are no real
      estate
      brokers, salesmen or finders.

     

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    8. Indemnification.  The
      Seller shall defend, indemnify and hold harmless Buyer against and in respect
      of
      any and all loss, damage, liability, fine, penalty, cost and expense, including
      reasonable attorneys' and accountants’ fees (in a mediation, arbitration, court
      of original jurisdiction and/or one or more courts of appellate jurisdiction)
      and amounts paid in settlement, suffered or incurred by reason of, or arising
      out of any misrepresentation, breach of warranty or representation, or breach
      or
      non-fulfillment of any agreement, covenant or obligation of Seller and/or Target
      in this Agreement (without regard to thresholds contained
      therein).  In addition, Seller shall defend, indemnify and hold
      harmless Buyer against and in respect of any and all loss, damage, liability,
      fine, penalty, costs and expense, including reasonable attorneys’ and
      accountants’ fees (in a mediation, arbitration, court of original jurisdiction
      and/or one or more courts of appellate jurisdiction) by reason of the fact that he
      is or was
      a director, officer, employee, fiduciary or agent of Seller,
      if he acted in good faith and in a
      manner he reasonably believed to be in the best interests
      of the Seller
      and, with respect to any criminal
      action or proceeding, had no reasonable cause to believe his conduct was
      unlawful. The termination of any action, suit, or proceeding by judgment,
      order, settlement, or conviction
      or equivalent shall not of itself create a presumption that the person did
      not
      act in good faith and in a manner which he reasonably believed to be in the
      best
      interests of the Seller
      and, with respect to any criminal
      action or proceeding, had reasonable
      cause to believe his conduct was
      unlawful.

     

    Should
      any claim or action by a third party arise after the Closing for which Seller
      and/or the Target is or may be liable pursuant to the terms of this Agreement,
      Buyer shall notify Seller within ten (10) days after such claim or action is
      known to Buyer, and shall give Seller a reasonable opportunity to participate
      in
      any proceedings and to settle or defend any such claim or action.  The
      expenses of Seller’s participation in all proceedings, contests or lawsuits with
      respect to such claims or actions shall be borne by Seller.

     

    If
      Seller wishes to assume the defense
      of such claim or action, such Seller shall give written notice to Buyer within
      ten (10) days after notice from Buyer of such claim or action, and such Seller
      shall thereafter assume the defense of any such claim or liability, through
      counsel reasonably satisfactory to Buyer, provided that Buyer may participate
      in
      such defense at Buyer’s own expense, and such Seller shall, in any event, have
      the right to control the defense of the claim or action.  If Seller
      does not assume the defense of, or if after so assuming it shall fail to defend
      any such claim or action, Buyer may defend against any such claim or action
      in
      such manner as Buyer may deem appropriate and Buyer may settle such claim or
      litigation on such terms as Buyer may deem
      appropriate.  Notwithstanding the foregoing, any such settlement shall
      be deemed approved by Seller if such Seller fails to object thereto, by written
      notice to Buyer, within fifteen (15) days after such Seller’s receipt of a
      written summary of such settlement.  Seller shall promptly reimburse
      Buyer for one hundred percent (100%) of the amount of all costs and expenses,
      legal, accounting, and otherwise, incurred by Buyer in connection with the
      defense and settlement of such claim or action to the extent they are covered
      by
      the indemnification hereunder.  If a non-appealable judgment is
      rendered against Buyer or Target in any action covered by the indemnification
      hereunder, or any lien attaches to any of the assets of Buyer or the Target,
      Seller shall immediately upon such entry or attachment, pay such judgment in
      full or discharge such lien.  Seller shall promptly reimburse Buyer
      for one hundred percent (100%) of the amount of all costs and expenses, legal,
      accounting, and otherwise, incurred by Buyer in connection with the appeal
      of
      any action covered by the indemnification hereunder.  If and when a
      final judgment is rendered in any such action, Seller shall forthwith pay such
      judgment or discharge such lien before Buyer is compelled to do
      so.  Buyer’s failure to give any notice or to take any action
      hereunder shall not be deemed a waiver of any of Buyer’s rights hereunder
      provided that notice was in fact given in time for Seller to timely proceed
      as
      provided herein.

     

    In
      furtherance of Seller’s obligations
      in this Section 8, Seller agrees to maintain and keep current its directors
      and
      officers insurance policy.  In addition, in the event of a change of
      control of Seller, Seller shall insure that appropriate directors and officers
      insurance is in place which covers prior officers and directors, including
      Buyer

     

    9. Survival
      of Representations
      and Warranties.  The representations, warranties, agreements
      and indemnifications of the Parties in this Agreement or in any writing
      delivered pursuant to the provisions of this Agreement shall survive any
      investigation heretofore or hereafter made by the Parties and the consummation
      of the transactions contemplated herein and shall continue in full force and
      effect after the Closing.

     

    10. Notices.   All
      notices and other communications pursuant to this Agreement shall be in writing
      and shall be deemed to be sufficient if contained in a written instrument and
      shall be deemed given if delivered personally, telecopied, sent by
      nationally-recognized, overnight courier or mailed by registered or certified
      mail (return receipt requested), postage prepaid, to the parties at the
      following addresses (or at such other address for a party as shall be specified
      by like notice):

     

    If
      to IElement
      Corporation:

     

    Susan
      Purcel

     

    Chief
      Executive Officer

     

    IElement
      Corporation

     

    Fax
      No.:
      _________________

     

    With
      a copy to:

     

    Jay
      Biagi

     

    Monahan
      and Biagi

     

    Columbia
      Center

     

    701
      Fifth
      Ave.

     

    Suite
      2800

     

    Seattle,
      WA 98104-7003

     

    Fax
      No.:
      206 587-5710

     

    If
      to Ivan Zweig:

     

    6502
      Duffield Drive

     

    Dallas,
      TX 75248

     

    Fax
      No.:
      214-254-3521

     

    With
      a copy to:

     

    ________________________

     

    Fax
      No.:
      _________________

     

    


     

    If
      to IElement Inc.:

     

    6502
      Duffield Drive

     

    Dallas,
      TX 75248

     

    Fax
      No.:
      214-254-3521

     

    With
      a copy to:

     

    ________________________

     

    Fax
      No.:
      _________________

     

    


     

    All
      such notices and other
      communications shall be deemed to have been received (i) in the case of personal
      delivery, on the date of such delivery, (ii) in the case of a telecopy, when
      the
      party receiving such telecopy shall have confirmed receipt of the communication,
      (iii) in the case of delivery by nationally-recognized, overnight courier,
      on
      the Business Day following dispatch, and (iv) in the case of mailing, on the
      third Business Day following such mailing.  For purposes of this
      Agreement, "Business Day" shall mean any day, other than a Saturday, Sunday
      or
      legal holiday, on which banks are permitted to close in Houston,
      Texas.

     

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    11. Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which shall constitute one and the same
      instrument.

     

    12. Entire
      Agreement/Merger
      Clause.  This Agreement and all Exhibits attached hereto and
      incorporated herein by reference supersedes all prior discussions and agreements
      between the parties with respect to the subject matter hereof, and this
      Agreement contains the sole and entire agreement among the Parties with respect
      to the matters covered hereby.  All Exhibits and Schedules shall be a
      part of this Agreement and shall be incorporated herein by
      reference

     

    13. Amendments.  This
      Agreement shall not be altered or amended except by a written instrument signed
      by or on behalf of all of the Parties

     

    14. Construction.

     

    14.1. No
      ambiguity in any provision hereof shall be construed against a Party by reason
      of the fact it was drafted by such Party or its counsel

     

    14.2. References
      to "including” means including without limiting the generality of any
      description preceding such term.

     

    14.3. For
      purposes of this Agreement the words "herein", "hereby", "hereunder",
      "herewith", "hereafter" and "hereinafter" refer to this Agreement in its
      entirety, and not to any particular subsection or paragraph, unless so required
      by the context.

     

    14.4. Nothing
      expressed or implied in this Agreement is intended, or shall be construed,
      to
      confer upon or give any person other than the Parties any rights or remedies
      under or by reason of this Agreement.

     

    15. Jurisdiction
      and
      Venue.  This Agreement shall be for all purposes a Texas
      document and shall be construed pursuant to the laws of the State of Texas,
      without regard to any conflict of law rule or principle that would give effect
      to the laws of another jurisdiction.  Accordingly, all of the
      provisions of this Agreement administered according to and its validity and
      effect shall be determined under the laws of the State of Texas.

     

    16. Binding
      Effect.  This
      Agreement shall be binding upon and shall inure to the benefit of the Parties
      and their respective heirs, executors, legal representatives, and
      successors.  Buyer may assign this Agreement or any rights hereunder,
      in whole or in part.  It is contemplated that Buyer shall assign this
      Agreement to a newly formed wholly owned subsidiary.  Seller may not
      assign this Agreement or any rights hereunder.

     

    17. Legal
      Effect.  All
      rights and restrictions contained herein may be exercised and shall be
      applicable and binding only to the extent that they do not violate any
      applicable laws and are intended to be limited to the extent necessary to render
      this Agreement legal, valid and enforceable.  If any terms of this
      Agreement not essential to the commercial purpose of this Agreement, shall
      be
      held to be illegal, invalid or unenforceable by a court of competent
      jurisdiction, it is the intention of the Parties that the remaining terms hereof
      shall constitute their agreement with respect to the subject matter hereof
      and
      all such remaining terms shall remain in full force and effect.  To
      the extent legally permissible, any illegal, invalid or unenforceable provision
      of this Agreement shall be replaced by a valid provision that will implement
      the
      commercial purpose of the illegal invalid or unenforceable
      provision.

     

    18. Waiver.  Any
      term or condition of this Agreement may be waived at any time by the Party
      entitled to the benefit thereof, provided that such waiver is in writing signed
      by waiving Party. No failure on the part of a Party to exercise, and no delay
      in
      exercising, any right, power or remedy created hereunder, shall operate as
      a
      waiver thereof nor shall any single or partial exercise of any right, power
      or
      remedy by any such party preclude any other future exercise thereof or the
      exercise of any other right, power or remedy.  No waiver by a Party to
      any breach of or default in any term or condition of this Agreement shall
      constitute a waiver of or assent to any succeeding breach of or default in
      the
      same or any other term or condition hereof.

     

    19. Expenses.  Each
      Party shall bear its own legal expenses and costs in connection
      herewith

     

    20. Attorneys
      Fees.  In the event either Party shall be required to retain
      the services of an attorney to enforce any of its rights hereunder, the
      prevailing Party shall be entitled to receive from the other Party, all costs
      and expenses including, but not limited to, court costs and attorney's fees
      (whether in a court of original jurisdiction or one or more courts of appellate
      jurisdiction) incurred by it in connection therewith

     

    21. Relationship.  Nothing
      contained in this Agreement shall be construed to be or to create a partnership,
      joint venture or relationship between Seller and Buyer other than as Buyer
      and
      Seller of the Shares in accordance with this Agreement.

     

    22. Exhibits
      and
      Schedules.  All Exhibits and Schedules referenced in this
      Agreement are hereby incorporated into this Agreement for all
      purposes.

     

    23. WAIVER
      OF JURY
      TRIAL.  THE PARTIES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
      WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
      LITIGATION BASED HEREON OR ARISING OUT OF UNDER OR IN CONNECTION WITH THIS
      AGREEMENT AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH
      OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
      WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
      THE PARTIES' ACCEPTANCE HEREOF.

     

    The
      Parties have executed this Agreement on the day first above
      written.

    


    IElement
      Corporation:

    


    


    By:                                           
      

    Name:                                                      
      

    Title:                                                      
      

    


    


    IElement
      Inc.:

    


    


    By:                                           
      

    Name:                                                      
      

    Title:                                                      
      

    


    


    Ivan
      Zweig

     

    4


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    


    EXHIBIT
      A

    


    EXHIBIT
      B

    


    Schedule
      2.2.1

    


    Any
      and
      all liabilites known and unknown of IElement, Inc. and of its parent IElement
      Corporation as of the date this Agreement becomes effective except the
      liabilities as listed in Exhibit A to the IElement Master Terms and Escrow
      Agreement under the terms of which this Stock Purchase Agreement becomes
      effective.

     

    5