IELEMENT
      CORPORATION

    


    2005
      Stock Option Plan

     

    1. Purpose.
      The
      purpose of this Plan is to provide additional incentives to key employees,
      officers, directors and independent contractors of IElement Corporation, and
      any
      Parent or Subsidiary it may at any time have, thereby helping to attract and
      retain the best available personnel for positions of responsibility with those
      entities and otherwise promoting the success of the business activities of
      such
      entities. It is intended that Options issued under this Plan constitute either
      incentive stock options or nonqualified stock options.

     

    2. Definitions.
      As used
      herein, the following definitions apply:

     

        (a)  
“1934
      Act” means the Securities Exchange Act of 1934, as amended.

     

        (b)  
      “Board”
      means the Board of Directors of the Company.

     

        (c)  
      “Change
      of Control Event” shall mean the occurrence of any of the following events: (i)
      the acquisition at any time (excluding any acquisition in connection with any
      public offering of equity securities of the Company pursuant to a registration
      statement filed under the Securities Act or any acquisition by management
      personnel, directly or indirectly) by a “person” or “group” (as used in Sections
      13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”)) (excluding, for this purpose, the Company or any Subsidiary or
      any employee benefit plan of the Company or any Subsidiary) of the beneficial
      ownership (as defined in Rule 13d-3 promulgated under the Exchange Act),
      directly or indirectly, of securities representing fifty percent (50%) or more
      of the combined voting power of the then-outstanding securities of the Company,
      (ii) the acquisition at any time (excluding any acquisition in connection with
      any public offering of equity securities of the Company pursuant to a
      registration statement filed under the Securities Act or any acquisition by
      management personnel, directly or indirectly) by a “person” or “group” (as used
      in Sections 13(d) and 14(d)(2) of the Exchange Act) of equity securities that
      have the voting authority to appoint a majority of the persons on the Company’s
      Board of Directors, (iii) the
      Company consolidates with, or merges with or into, another entity (other than
      a
      Parent or Subsidiary in a transaction which is not otherwise a Change of Control
      Event), or sells, assigns, conveys, transfers, leases or otherwise disposes
      of
      all or substantially all of its assets to any person or entity, or any entity
      consolidates with, or merges with or into the Company, in any such event
      pursuant to a transaction in which the outstanding voting stock of the Company
      is converted into or exchanged for cash, securities or other
      property,
      and as
      a result of which immediately following such transaction the shareholders of
      the
      Company shall not hold, directly or indirectly, a majority of the voting power
      of the then-outstanding securities of the surviving entity, (iv) during
      any consecu-tive two-year period commencing on or after June 1, 2006,
      individuals who at the beginning of such period consti-tuted the Board of
      Directors of the Company (together with any new directors whose election by
      such
      Board or whose nomination for election by the shareholders of the Company,
      was
      approved by a vote of 66-2/3% of the directors then still in office who were
      either directors at the beginning of such period or whose election or nomination
      for election was previously so approved) cease for any reason to constitute
      a
      majority of the Board of Directors then in office, or (v) a liquidation or
      dissolution of the Company (other than a liquidation into a parent or Subsidiary
      that is not otherwise a Change of Control Event).

     

        (d)  “Code”
      means the Internal Revenue Code of 1986, as amended.

     

        (e)      
      “Common
      Stock” means the Company’s common stock.

     

        (f)       
      “Committee”
      means the Board or the Committee appointed by the Board in accordance with
      Section 4(a).

     

        (g)  “Company”
      means IElement Corporation, a Nevada corporation and its
      successors.

     

        (h)  “Continuous
      Relationship with the Company” means (i) with respect to an employee of the
      Company, the absence of any interruption or termination of such person’s
      employment with the Company, its Parent or Subsidiary, or (ii) with respect
      to
      an Independent Contractor, the absence of any interruption or termination of
      such person’s service as an Independent Contractor to the Company; Continuous
      Relationship with the Company will not be considered interrupted in the case
      of
      sick leave, military leave, or any other approved leave of absence.

     

        (i)  “Date
      of
      Grant” shall mean the day and year written in the Stock Option Agreement
      relating to such Option. The Date of Grant for an Option granted to an Employee
      may be any date on or after the Employee’s first day of employment with the
      Company, even if such date is prior to the effective date of this Plan. The
      Date
      of Grant for an Option granted to an Independent Contractor may be any date
      on
      or after the date the Independent Contractor began performing services for
      the
      Company, even if such date is prior to the effective date of this
      Plan.

     

        (j)  “Employee”
      means any person employed by or serving as an employee, officer of the Company
      or any Subsidiary or Parent of the Company (as
      such
      terms are defined in Section 424 of the Code) that
      is
      hereafter organized or acquired by the Company.

     

        (k)  “Incentive
      Stock Option” has the meaning set forth in Section 422(b) of the
      Code.

     

        (l)  “Independent
      Contractor” shall mean any person performing services for the Company or for any
“Subsidiary” or “Parent” of the Company other than as an Employee, including,
      but not limited to, persons acting as a Non-Employee Director or acting on
      any
      board of advisors to the Company; and references to performing services for
      the
      Company shall be deemed to include the Company and/or any Subsidiary or Parent
      of the Company, as the context may require.

     

        (m)  “Non-Employee
      Director” has the meaning set forth in Rule 16b-3 under the 1934
      Act.

     

        (n)  “Non-qualified
      Stock Option” shall mean an option which is not an Incentive Stock
      Option.

     

        (o)  “Option”
      means a stock option granted under the Plan.

     

        (p)  “Optioned
      Stock” means the Common Stock subject to an Option.

     

        (q)  “Optionee”
      means any person who receives an Option.

     

        (r)  “Parent”
      means a “Parent Corporation” as defined in Section 424 of the Code.

     

        (s)  “Plan”
      means this 2005 Stock Option Plan and any additional amendments.

     

        (t)  “Securities
      Act” means the Securities Act of 1933, as amended.

     

        (u)  “Stock
      Option Agreement” means an agreement executed by an officer of the Company and
      an Employee or Independent Contractor, as appropriate, evidencing the grant
      of
      an Option.

     

        (v)  “Subsidiary”
      means a “Subsidiary Corporation” as defined in Section 424 of the
      Code.

     

        Where
      appropriate, words used in the Plan in the singular may mean the plural, the
      plural may mean the singular and the masculine may mean the
      feminine.

     

    3. Stock
      Subject to Options.

     

        (a) Number
      of Shares Reserved.
      The
      maximum number of shares that may be optioned and sold under the Plan is the
      greater
      of (i)
      five million (5,000,000) shares of Common Stock of the Company, subject to
      adjustment as provided in Section 6(j), or (ii) twenty percent (20%) of the
      total number of shares of Common Stock that would be outstanding if each class
      of the Company’s stock (including each class of preferred stock) were converted
      into shares of Common Stock. During the term of this Plan, the Company shall
      at
      all times reserve and keep available a sufficient number of authorized but
      unissued shares of its Common Stock to satisfy the requirements of the Plan.
      Notwithstanding the foregoing, in no event shall the number of shares of Common
      Stock which may be issued upon the exercise of Incentive Stock Options exceed
      five million (5,000,000) shares, subject to the adjustment provided in Section
      6(j).

     

        (b) Expired
      Options.
      If any
      outstanding Option expires or becomes unexercisable for any reason without
      having been exercised in full, the shares of Common Stock allocable to the
      unexercised portion of such Option will again become available for other Option
      grants.

     

    4. Administration
      of the Plan.

     

        (a) The
      Committee.
      The
      Plan is administered by the Board directly, acting as a Committee of the whole,
      or if the Board elects, by a separate Committee appointed by the Board for
      that
      purpose and consisting of at least two Board members, all of who shall be
      Non-Employee Directors. All references in the Plan to the “Committee” are to
      such separate Committee, if any is established, or if none is then in existence,
      then to the Board as a whole. Once appointed, any such Committee shall continue
      to serve until otherwise directed by the Board. From time to time the Board
      may
      increase the size of the Committee and appoint additional members thereto,
      remove members (with or without cause), appoint new members in substitution
      therefor, and fill vacancies (however caused). At all times, the Board has
      the
      power to remove all members of the Committee and thereafter to directly
      administer the Plan as a Committee of the whole.

     

        (b) Meetings;
      Reports.
      The
      Committee shall select one of its members as chairman, and hold meetings at
      such
      times and places as the chairman or a majority of the Com-mittee may determine.
      All actions of the Committee shall be either by:

     

            (1)  a
      majority vote of the members of the full Committee at a meeting of the
      Committee, or 

     

            (2)  by
      unanimous written consent of all members of the full Committee without a
      meeting.

     

    At
      least
      annually, the Committee shall present a written report to the Board indicating
      the persons to whom Options have been granted since the date of the last such
      report, and in each case the date or dates of Options granted, the number of
      shares optioned, and the Option price per share.

     

        (c) Powers
      of the Committee.
      Subject
      to all provisions and limitations of the Plan, the Committee has the authority
      and discretion to:

     

            (1) Determine
      the persons to whom Options are to be granted, the times of grant, the number
      of
      shares to be represented by each Option, and the vesting schedule of the
      Options;

     

            (2) Interpret
      the Plan (but only to the extent not contrary to the express provisions of
      the
      Plan);

     

            (3) Authorize
      any person or persons to execute and deliver Stock Option Agreements or to
      take
      any other actions deemed by the Committee to be necessary or appropriate to
      effectuate the grant of Options by the Committee; and

     

            (4) Make
      all
      other determinations and take all other actions that the Committee deems
      necessary or appropriate to administer the Plan in accordance with its terms
      and
      conditions.

     

        (d) Final
      Authority; Limitation of Liability.
      The
      Committee’s decisions, determinations and interpretations are final and binding
      on all persons, including all Optionees and any other holders or persons
      interested in any Options, unless otherwise expressly determined by a vote
      of
      the majority of the entire Board. No member of the Committee or of the Board
      may
      be held liable for any action or determination made in good faith with respect
      to the Plan or any Option.

     

        (e)
       Approval
      of Grants to Committee Composed of Non-Employee Directors.
      Any
      grant of Options to a member of a Committee composed of Non-Employee Directors
      shall be approved of by the full Board of Directors. The full Board of Directors
      shall then be construed as the Committee for purposes of administering the
      Plan
      with respect to such Options.

     

    5. Eligibility;
      Limitation of Rights.
      The
      grant of Options under the Plan is entirely discretionary with the Committee,
      and the adoption of the Plan does not confer upon any person any right to
      receive any Option or Options unless and until granted by the Committee, in
      its
      sole discretion. Neither the adoption of the Plan nor the grant of any Options
      to any person or Optionee will confer any right to continued employment, nor
      shall the same interfere in any way with that person’s right or that of the
      Company (or any Parent or Subsidiary) to terminate the person’s employment at
      any time.

     

    6. Option
      Terms; Conditions.
      All
      Option grants under the Plan shall be (i) approved by the Committee, and (ii)
      documented by a Stock Option Agreement in such form as the Committee approves
      from time to time. All Stock Option Agreements shall comply with, and are
      subject to the following terms and conditions:

     

        (a)  Number
      of Shares.
      Each
      Stock Option Agreement shall state the number of shares subject to Option.
      Any
      number of Options may be granted to a single eligible person at any time and
      from time to time, subject to the maximum number of Options available for
      granting pursuant to this Plan.

     

        (b)  Exercise
      Price.
      The
      exercise price (“Exercise Price”) of the Option shall be determined by the
      Committee subject to its own discretion, it being understood that the price
      so
      determined by the Committee may vary from one Eligible Participant to another.
      The Stock Option Agreement shall state the price per share of Common Stock
      at
      which the Option is exercisable. The Exercise Price shall be fixed by the
      Committee at what ever price the Committee may determine in the exercise of
      its
      sole discretion, provided that:

     

            (1) The
      per
      share Exercise Price for any Option granted to an Optionee shall not be less
      than the fair market value per share of the Common Stock on the Date of Grant
      thereof as reasonably determined by the Committee;

     

            (2) With
      respect to Incentive Stock Options granted to greater-than-ten-percent
      shareholders of the Company or the Parent of the Company, the exercise price
      per
      share shall not be less than one hundred ten percent (110%) of the fair market
      value per share of the Common Stock on the Date of Grant thereof as reasonably
      determined by the Committee;

     

            (3)  The
      Options granted in substitution for outstanding options of another corporation
      in connection with the merger, consolidation, acquisition of property or stock
      or other reorganization involving such other corporation and the Company or
      any
      subsidiary of the Company may be granted with an Exercise Price equal to the
      exercise price for the substituted option of the other corporation, subject
      to
      any adjustment consistent with the terms of the transaction pursuant to which
      the substituted option is to be issued; and

     

            (4) The
      Incentive Stock Options granted to the Employee to the extent that the fair
      market value of the Shares which are exercisable for the first time by any
      Optionee during any calendar year exceeds $100,000, such Options shall be
      treated as Options which are not Incentive Stock Options.

     

        (c) Consideration;
      Manner of Exercise.
      The
      Exercise Price shall be payable either (i) in U.S. dollars, or (ii) if approved
      by the Board, in other consideration, including, without limitation, Common
      Stock of the Company or other property. An Option is deemed to be exercised
      when
      written notice of exercise has been given to the Company in accordance with
      the
      terms of the Option by the person entitled to exercise the Option, together
      with
      full payment of the Exercise Price for the shares of Optioned Stock subject
      to
      said notice.

     

        (d) Term
      of Option.
      Under
      no circumstances may an Option granted under the Plan be exercisable after
      the
      expiration of ten (10) years from the date on which such Option is granted.
      The
      term in which each Option may be exercised (“Exercise Period”) shall be
      determined by the Committee in its discretion, and set forth in the Stock Option
      Agreement.

     

        (e) Date
      of Grant; Vesting; Holdings Period.
      The
      Date of Grant of an Option, for all purposes, is the date the Committee makes
      the determination granting the Option or such future date as may be set forth
      in
      the Stock Option Agreement. Shares of Common Stock obtained upon the exercise
      of
      any Option may not be sold by any Optionee that is subject to Section 16 of
      the
      1934 Act until six (6) months have elapsed since the Date of Grant of the
      Option. The vesting schedule for all Options shall be determined by the
      Committee in its discretion and shall be stated in the Stock Option
      Agreement.

     

        (f) Death
      of Optionee.
      Unless
      otherwise stated in the Stock Option Agreement, in the event of the death during
      the Exercise Period of an Optionee who was then an Employee or Independent
      Contractor, the unvested portion of the Option held by such Optionee shall
      terminate on the date of the Optionee’s death. The unexercised and vested
      portion of the Option that is an Incentive Stock Option may be exercised by
      the
      Optionee’s estate within one (1) year of the death of the Optionee, whereafter,
      the remaining unexercised portion of such Option shall terminate. The
      unexercised and vested portion of the deceased Optionee’s Option that is a
      Non-Qualified Option may be exercised until the last day of the fifteenth
      (15th)
      calendar month following the month in which death of the Optionee occurs,
      whereafter, the remaining unexercised portion of such Option shall terminate.
      Under these circumstances, the Option will be exercisable by the Optionee’s
      estate, or by such person or persons who have acquired the right to exercise
      the
      Option by bequest or by inheritance or by reason of the Optionee’s death. Any
      Optioned Stock subject to the unvested portion of an Option shall revert back
      into the pool of Common Stock available for issuance under the Plan and shall
      be
      available for grant pursuant to a new Option.

     

        (g) Disability
      of Optionee.
      Unless
      otherwise stated in the Stock Option Agreement, if an Optionee’s status as an
      Employee or Independent Contractor is terminated at any time during the Exercise
      Period by reason of the disability of the Optionee within the meaning of Section
      22(e)(3) of the Code, the unvested portion of the Option held by such Optionee
      shall terminate on the date of termination of the Optionee’s employment or
      status as an Independent Contractor (such date being the “Date of Disability”).
      The unexercised and vested portion of the Option that is an Incentive Stock
      Option may be exercised by the Optionee within one (1) year of the Date of
      Disability, whereafter, the remaining unexercised portion of such Option shall
      terminate. The unexercised and vested portion of the Option that is a
      Non-Qualified Stock Option may be exercised by the Optionee until the last
      day
      of the fifteenth (15th)
      calendar month following the month in which the Date of Disability occurs,
      whereafter, the remaining unexercised portion of such Option shall terminate.
      Any Optioned Stock subject to the unvested portion of an Option shall revert
      back into the pool of Common Stock available for issuance under the Plan and
      shall be available for grant pursuant to a new Option.

     

        (h) Termination
      of Status as an Employee or Independent Contractor.

     

            (1) Unless
      otherwise stated in the Stock Option Agreement, if an Optionee’s status as an
      Employee or Independent Contractor is terminated by the Optionee at any time
      after the Date of Grant for any reason other than death or disability, as
      provided in Sections 6(f) and 6(g) hereof, then the unexercised and vested
      portion of an Option shall terminate ninety (90) days following the date on
      which Optionee’s termination of status as an Employee or Independent Contractor
      occurs, as applicable. Any Optioned Stock subject to the unvested portion of
      an
      Option shall revert back into the pool of Common Stock available for issuance
      under the Plan and shall be available for grant pursuant to a new
      Option.

     

            (2) 
      Unless
      otherwise stated in the Stock Option Agreement, if an Optionee’s status as an
      Employee or Independent Contractor is terminated by the Company, and such
      termination is for “cause” (such termination being referred to as a “Termination
      for Cause”) at any time after the grant of an Option by the Company, then all
      Options (both vested and unvested) shall terminate on the date of termination
      of
      Optionee’s status as an Employee or Independent Contractor, as applicable, and
      any Optioned Stock subject to such Options shall revert back into the pool
      of
      Common Stock available for issuance under the Plan and shall be available for
      grant pursuant to a new Option. An Optionee’s status as an Employee or
      Independent Contractor shall be deemed to have been terminated for “cause” if
      such termination is determined, in the sole discretion of the Committee, to
      have
      resulted from any of the following: (i) an act or omission by the Optionee
      constituting active and deliberate dishonesty, as established by a final
      judgment or actual receipt of an improper benefit or profit in money, property
      or services; (ii) the Optionee’s continuous failure or the Optionee’s refusal to
      perform his, her or its duties assigned to such Optionee by the Company (or
      to
      perform according to the reasonable expectations and standards set by the
      Committee and/or management consistent with Optionee’s title and position) after
      receipt of notice of such failure from the Company specifying how the Optionee
      has so failed to perform and the provision of a reasonable opportunity to cure
      such performance as determined by the Committee in its sole discretion; (iii)
      material dishonesty related to such person’s employment or services as an
      Employee or Independent Contractor to the Company; (iv) commission of a felony
      or other act involving moral turpitude; or (v) misappropriation of a material
      business opportunity of the Company. An Optionee’s attempted resignation to
      avoid a Termination for Cause shall not be effective, if the conduct that
      ultimately results in the Termination for Cause occurred prior to the attempted
      resignation.

     

        (i) Nontransferability
      of Options.
      Except
      as authorized by the Committee in writing, no Option granted under the Plan
      may
      be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
      manner other than by will or by the laws of descent or distribution and may
      be
      exercised, during the lifetime of the Optionee, only by the
      Optionee.

     

        (j) Adjustments
      Upon Changes in Capitalization.
      Subject
      to any required action by the shareholders of the Company, the number of shares
      of Common Stock covered by each outstanding Option, the number of shares of
      Common Stock available for grant of additional Options, and the price per share
      of Common Stock specified in each outstanding Option, shall be proportionately
      adjusted for any increase or decrease in the number of issued shares of Common
      Stock resulting from any stock split or other subdivision or consolidation
      of
      shares, the payment of any stock dividend (but only on the Common Stock) or
      any
      other increase or decrease in the number of such shares of Common Stock effected
      without receipt of consideration by the Company; provided,
      however,
      that
      conversion of any convertible securities of the Company will not be deemed
      to
      have been “effected without receipt of consideration.”

     

        Any
      adjustments as a result of a change in the Company’s capitalization will be made
      by the Committee, whose determination in that respect is final, binding and
      conclusive. Except as otherwise expressly provided in this Section 6(j), no
      Optionee shall have any rights by reason of any stock split or the payment
      of
      any stock dividend or any other increase or decrease in the number of shares
      of
      Common Stock. Except as otherwise expressly provided in this Section 6(j),
      any
      issue by the Company of shares of stock of any class, or securities convertible
      into shares of stock of any class, shall not affect the number of shares or
      price of Common Stock subject to any Options, and no adjustments in Options
      shall be made by reason thereof. The grant of an Option under the Plan does
      not
      in any way affect the right or power of the Company to make adjustments,
      reclassifications, reorganizations or changes of its capital or business
      structure.

     

        (k) Conditions
      Upon Issuance of Shares.
      Shares
      of Common Stock may not be issued with respect to an Option granted under the
      Plan unless the exercise of the Option and the issuance and delivery of such
      shares pursuant thereto complies with all applicable provisions of law,
      including, applicable federal and state securities laws.

     

        As
      a
      condition to the exercise of an Option, the Company may require the person
      exercising such Option to represent and warrant at the time of exercise that
      the
      shares of Common Stock are being purchased only for investment and without
      any
      present intention to sell or distribute such Common Stock if, in the opinion
      of
      counsel for the Company, such a representation is required by any relevant
      provisions of law.

     

        (l) Occurrence
      of Change of Control Event.
      Unless
      otherwise stated in the Stock Option Agreement or as otherwise determined by
      the
      Committee, upon the occurrence of a Change of Control Event, the Optionee shall
      be vested as to that portion of an Option that has previously vested and /or
      that would have become vested to the Optionee within the twelve (12) month
      period after the occurrence of the Change of Control Event had such Change
      of
      Control Event not occurred (assuming the Optionee had maintained a Continuous
      Relationship with the Company during such period). The non-vested portion of
      the
      Option (after taking into account the provisions of the immediately preceding
      sentence) shall terminate upon the occurrence of the Change of Control Event.
      With
      respect to a Change of Control Event, the Committee may, in its sole discretion,
      adopt a resolution terminating the Options granted by the Company as of a date
      fixed by the Committee (“Change of Control Termination Date”) and that provides
      each Optionee the right to exercise the vested portion of his, her or its Option
      (including that portion of an Option which vests as a result of the occurrence
      of the Change of Control Event) on or before the Change of Control Termination
      Date. In the event the Committee adopts such a resolution terminating the
      Options as provided in the preceding sentence, the Company shall notify all
      Optionees of such termination of the Options and provide such Optionee a period
      of time, as determined by the Committee, to so exercise the vested portion
      of
      his, her or its Option on or prior to the Change of Control Termination Date.
      With respect to any Optionee that so exercises the vested portion of his, her
      or
      its Option on or prior to the Change of Control Termination Date, the Company
      may, in lieu of the issuance of Optioned Stock to the Optionee, pay such
      Optionee the excess of the amount received or to be received for the Optioned
      Stock over the amount that is to be paid to the Company by the Optionee upon
      the
      exercise of the vested portion of the Option, reduced by the amount of any
      applicable withholding taxes.

     

        (m) Substitute
      Stock Options.
      In
      connection with the acquisition or proposed acquisition by the Company or any
      Subsidiary or Parent of the Company (whether by merger, acquisition of stock
      or
      assets, or other reorganization transaction) of a business that has granted
      stock options to any of its employees, the Committee is authorized to issue,
      in
      substitution of any such unexercised stock options, a new Option under this
      Plan
      or any successor plan (whether created by the Company or its acquirer) which
      confers upon the Optionee substantially the same benefits as the old
      option.

     

        (n) Tax
      Compliance.
      The
      Company, in its sole discretion, may take any actions that it reasonably
      believes to be required in order to comply with any local, state, or federal
      tax
      laws relating to the reporting or withholdings of taxes attributable to the
      grant or exercise of any Option or the disposition of any shares of Optioned
      Stock issued upon exercise of an Option, including, but not limited to: (i)
      withholding from any Optionee exercising an Option all or any portion of the
      Optioned Stock issuable to such Optionee upon the exercise of such Option,
      until
      such time as the Optionee reimburses the Company for the amount required to
      be
      withheld under applicable tax laws with respect to such exercise of the Option;
      (ii) withholding and canceling that number of shares of Optioned Stock issuable
      to the Optionee upon the exercise of an Option having a fair market value equal
      to the amount necessary to reimburse Company for the tax required to be withheld
      by the Company under applicable tax laws; and (iii) withholdings from any form
      of compensation or other amount due to an Optionee or holder of shares of
      Optioned Stock issued upon exercise of an Option any amount required to be
      withheld by Company under applicable tax laws. Withholdings or reporting is
      considered required for purposes of this Section 6(n), if any tax deduction
      or
      other favorable tax treatment available to Company is conditioned upon such
      reporting or withholdings.

     

        (o) Incentive
      Stock Options.
      If
      any
      provision of this Plan or any Option designated by the Committee as an Incentive
      Stock Option shall be held not to comply with requirements necessary to entitle
      such Option to such tax treatment, then (i) such provision shall be deemed
      to have contained from the outset such language as shall be necessary to entitle
      the Option to the tax treatment afforded under Section 422 of the Code, and
      (ii) all other provisions of this Plan and the Stock Option Agreement shall
      remain in full force and effect. If any agreement covering an Option designated
      by the Committee to be an Incentive Stock Option under this Plan shall not
      explicitly include any terms required to entitle such Incentive Stock Option
      to
      the tax treatment afforded by Section 422 of the Code, all such terms shall
      be
      deemed implicit in the designation of such Option and the Option shall be deemed
      to have been granted subject to all such terms.

     

        (p) Other
      Provisions.
      Stock
      Option Agreements executed under the Plan may contain such other provisions
      as
      the Committee deems advisable, provided that they are not inconsistent with
      any
      of the other terms and conditions of the Plan or applicable laws.

     

    7. Securities
      Law Restrictions.
      The
      Company shall not be obligated to issue any stock certificates evidencing a
      transfer of Optioned Stock upon the exercise of an Option until, in the opinion
      of the Company and its counsel, such transfer and issuance of stock certificates
      will not involve any violation of applicable federal and state securities laws,
      the rules and regulations promulgated thereunder and the requirements of any
      stock exchange upon which the Company’s Common Stock may then be listed.
      Acceptance of an Option by an Optionee shall constitute the Optionee’s agreement
      (binding on any person who succeeds to the Optionee’s rights and obligations
      under the Stock Option Agreement by reason of the Optionee’s death) that any
      Optioned Stock purchased pursuant to the exercise of the Option shall be
      acquired for the Optionee’s own account and not with a view to distribution and
      that each notice of the exercise of any portion of the Option shall be
      accompanied by a written representation and covenant signed by the Optionee,
      in
      such form as may be specified by the Company, confirming such agreement and
      containing such other provisions as may be prescribed by the Company. The
      Committee may, at its election, release an Optionee from the Optionee’s
      agreement to take for the Optionee’s own account and not with a view to
      distribution of the shares of Optioned Stock purchased upon exercise of an
      Option if, in the opinion of the Committee, such covenant ceases to be necessary
      for compliance with the applicable federal and state securities laws (including
      the rules and regulations promulgated thereunder).

     

    If
      the
      Optioned Stock purchased upon exercise of an Option are not covered by an
      effective registration statement under the Securities Act, the Company may
      place
      the following legend (or a legend which is substantially similar to the
      following legend) upon, and issue appropriate stock transfer instructions with
      respect to, the certificate or certificates representing the Optioned Stock
      issued pursuant to an exercise of the Option:

    


    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
      STATE SECURITIES LAWS (THE STATE LAWS”), AND SUCH SHARES MAY NOT BE TRANSFERRED
      UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
      STATE LAWS COVERING SUCH TRANSFER IS THEN IN EFFECT; OR (B) AN OPINION OF
      COUNSEL, SATISFACTORY TO THE CORPORATION, HAS BEEN FURNISHED STATING THAT SUCH
      TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
      AND
      APPLICABLE STATE LAWS.”

     

    8. Listing
      or Registration of Stock.
      Each
      Option is subject to the requirement that, if at any time the Board shall
      determine, in its sole discretion, that the listing, registration or
      qualification of the Optioned Stock upon any securities exchange or under any
      state or federal law, or the consent or approval of any government regulatory
      body, is necessary or desirable as a condition of, or in connection with, the
      granting or exercise of the Option or the issuance or purchase of the Optioned
      Stock pursuant to the Option, the Option may not be exercised in whole or in
      part until such listing, registration, qualification, consent or approval shall
      have been effected or obtained free of any conditions not acceptable to the
      Board. The Company shall be under no obligation to effect or obtain any such
      listing, registration, qualification, consent or approval, if the Board shall
      determine, in its discretion, that such action would not be in the best
      interests of the Company. The Company shall not be liable for damages due to
      a
      delay in the delivery or issuance of any stock certificates for any reason
      whatsoever, including, but not limited to, a delay caused by listing,
      registration or qualification of the shares of Common Stock subject to an Option
      under any securities exchange or under any federal or state law, or by the
      effecting or obtaining of any consent or approval of any governmental body
      with
      respect to the granting or exercise of the Option or the issuance or purchase
      of
      Optioned Stock pursuant to an Option.

     

    9. Modification
      of Options.
      At any
      time, and from time to time, the Board may provide for the modification,
      extension or renewal of any outstanding Option, provided that no such
      modification, extension or renewal shall impair the Option in any respect
      without the consent of the holder of the Option.

     

    10. Term
      of the Plan.
      The Plan
      is effective on the date of adoption of the Plan by the Board. Unless sooner
      terminated as provided in Section 11, the Plan will terminate on the tenth
      (10th) anniversary of its effective date. Options may be granted at any time
      after the effective date and prior to the date of termination of the
      Plan.

     

    11. Amendment;
      Early Termination.
      The
      Board may terminate or amend the Plan at any time and in such respects as it
      deems advisable, although no amendment or termination would affect any
      previously-granted Options, which would remain in full force and effect
      notwithstanding any amendment or termination of the Plan. Shareholder approval
      of any amendments to the Plan shall be obtained whenever required by applicable
      law(s) or stock market regulations.

     

    12. Inability
      to Obtain Authority.
      The
      inability of the Company to obtain authority to issue and sell shares under
      the
      Plan from any regulatory body having jurisdiction, which authority is considered
      by the Company’s counsel to be necessary to the lawful issuance and sale of the
      shares under the Plan, will relieve the Company of any liability in respect
      of
      the failure to issue or sell those shares.

     

    13. Shareholder
      Ratification. The
      adoption of the Plan shall be subject to ratification by the affirmative vote
      of
      the holders of a majority of the shares of Common Stock represented in person
      or
      by proxy at a duly convened meeting of the shareholders of the Company, which
      ratification shall occur within twelve (12) months before or after the date
      of
      adoption of the Plan by the Board.

     

    14 Notices.
      Every
      direction, revocation or notice authorized or required by the Plan shall be
      deemed delivered to the Company (i) on the date it is personally delivered
      to
      the Secretary of the Company at its principal executive offices, (ii) three
      (3)
      business days after it is sent by registered or certified mail, postage prepaid,
      addressed to the Secretary at such offices, or (iii) one (1) business day after
      it is sent by a reputable overnight courier service, addressed to the Secretary
      at such office, and shall be deemed delivered to an Optionee (i) on the date
      it
      is personally delivered to him or her, (ii) on the date of mailing if it is
      sent
      by registered or certified mail, postage prepaid, addressed to him or her at
      the
      last address shown for him or her on the records of the Company, or (iii) one
      (1) business day after it is sent by reputable overnight courier service,
      addressed to him or her at the last address shown for him or her on the records
      of the Company. If the effective date as provided above is not a business day,
      the effective date shall be the next regular business day. The Company or an
      Optionee may, at any time, notify the other as provided above of a new address
      for service of notice upon the party.

     

    15. Applicable
      Law.
      All
      questions pertaining to the validity, construction and administration of the
      Plan and Stock Options granted hereunder shall be determined in conformity
      with
      the laws of the State of Illinois.

    


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    *
      * *
      *

    


    CERTIFICATE
      OF ADOPTION

     

    I
      certify
      that the foregoing plan was adopted by the Board of Directors of IElement
      Corporation on September 8, 2005.

    


    


    


    _________________________________

    Ivan
      Zweig, CEO