2007 EMPLOYMENT AGREEMENT OF IVAN ZWEIG


    

      EMPLOYMENT
        AGREEMENT

      


      THIS
        EMPLOYMENT AGREEMENT is entered into as of January
        1 ,
        2007 between IElement Corporation, a Nevada corporation (the “Company”) and Ivan
        Zweig (“Executive”). 

      


      RECITAL

      


      The
        Company and Executive desire to enter into this Agreement to insure the Company
        of the services of Executive, to provide for compensation and other benefits
        to
        be paid and provided by the Company to Executive in connection therewith,
        and to
        set forth the rights and duties of the parties in connection therewith;


      


      NOW,
        THEREFORE, in consideration of the mutual promises herein contained, the
        parties
        hereby agree as follows: 

      


      


      1.  Title;
        Directorship.

      


      a.  Title.
        The Company hereby employs Executive as Chairman and Chief Executive Officer,
        and Executive hereby accepts such employment, on the terms and conditions
        set
        forth herein. During the term of this Agreement, Executive shall be and have
        the
        title, duties and authority of Chairman and Chief Executive Officer of the
        Company (and all of the Company’s subsidiary corporations) and shall devote his
        entire business time and all reasonable efforts to his employment and shall
        perform diligently such duties as are customarily performed by the Chairman
        and
        Chief Executive Officer of companies the size and structure of the Company,
        together with such other duties as may be reasonably required from time to
        time
        by the Board of Directors of the Company. Without limiting the generality
        of any
        of the foregoing, except as hereafter expressly agreed in writing by Executive,
        Executive shall report to the Board of Directors. 

      


      b.  Directorship.
        Management of the Company will, at every election for the Board of Directors
        while Executive is employed by the Company as Chairman and Chief Executive
        Officer, use its best efforts to have Executive nominated for a seat on the
        Board as a member of the management slate. Executive’s nomination and
        continuation as a director shall be subject to the will of the Board of
        Directors and the Company’s stockholders, as provided in the Company’s charter
        and bylaws. Removal of Executive from, or non-election of Executive to, the
        Board of Directors as provided in the Company’s charter and bylaws shall in no
        event be deemed a breach of this Agreement by the Company.

      


      2.  Term.
        Subject to the provisions for termination hereinafter provided, the term
        of this
        Agreement shall begin on January 1, 2007 and shall terminate on the earlier
        of:
        (i) December 31, 2011 or (ii) the termination of Executive’s employment in
        accordance with the provisions of Paragraph 6 below; provided, however, that
        the
        term of this Agreement shall automatically renew for successive one year
        terms,
        unless Executive or the Company gives written notice to the other, not less
        than
        ninety (90) days prior to December 31, 2011 or the expiration of any such
        one-year term, of their election not to so extend the term of this Agreement
        (the “Employment Period”).

      
        
          
          

        

        
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      3.  Compensation.
        

      


      a.  Base
        Salary. For all services Executive may render to the Company during the term
        of
        this Agreement, the Company shall pay to Executive the annual base salary
        of
        $36,000 in those installments customarily used in payment of salaries to
        the
        Company’s senior executives (but in no event less frequently than monthly).


      


      b.  Bonuses.
        Executive shall be entitled to participate in any bonus program implemented
        by
        the Compensation Committee of the Board of Directors for the Company’s senior
        executives generally, with pertinent terms and goals to be established annually
        or otherwise by the Compensation Committee in its sole discretion.

      


      c.  Benefits.
        Executive shall be entitled to four (4) weeks of vacation per fiscal year.
        Executive shall be entitled, subject to the terms and conditions of the
        appropriate plans, to all benefits provided by the Company to senior executives
        generally from time to time during the term of this Agreement. 

      


      d.  Business
        Expenses. Upon delivery of proper documentation therefor Executive shall
        be
        reimbursed for all reasonable travel, hotel and business expenses when incurred
        on Company business during the term of this Agreement. 

      


      e.  Perquisites.
        Executive shall be entitled to such perquisites, including use of an automobile,
        as are provided by the Company to senior executives generally from time to
        time
        during the term hereof. 

      


      4.  Executive
        Stock Awards Plan. During the term of this Agreement, Executive shall
        participate in any executive stock award plan the Company’s may
        adopt.

      


      5.  Payment
        in the Event of Death or Disability. 

      


      a.  In
        the
        event of Executive’s death or Disability during the term of this Agreement, for
        a period equal to the lesser of (i) twelve (12) months following the
        date of such death or Disability or (ii) the balance of the term that would
        have remained hereunder at such date had Executive’s death or disability not
        occurred, the Company shall continue to pay to Executive (or his estate)
        Executive’s then effective per annum rate of salary, as determined under
        Paragraph 3(a), and provide to Executive (or to his family members covered
        under his family medical coverage) the same family medical coverage as provided
        to Executive on the date of such death or Disability. 

      


      b.  In
        the
        event of Executive’s death or Disability Executive’s employment hereunder shall
        terminate and Executive shall be entitled to no further compensation or other
        payments or benefits under this Agreement, except as to any unpaid salary,
        bonus, or benefits accrued and earned by him up to and including the date
        of
        such death or Disability. 

      


      c.  For
        purposes of this Agreement, Executive’s Disability shall be deemed to have
        occurred after one hundred fifty (150) days in the aggregate during any
        consecutive twelve (12) month period, or after ninety (90) consecutive
        days, during which one hundred fifty (150) or ninety (90) days, as the
        case may be, Executive, by reason of his physical or mental disability or
        illness, shall have been unable to discharge his duties hereunder. The date
        of
        Disability shall be such one hundred fiftieth (150th) or ninetieth (90th)
        day,
        as the case may be. If the Company or Executive, after receipt of notice
        of
        Executive’s Disability from the other, dispute that Executive’s Disability shall
        have occurred, Executive shall promptly submit to a physical examination
        by the
        chief of medicine of any major accredited hospital in Texas selected by the
        Company and, unless such physician shall issue his written statement to the
        effect that in his or her opinion, based on his or her diagnosis, Executive
        is
        capable of resuming his employment and devoting his full time and energy
        to
        discharging his duties within thirty (30) days after the date of such
        statement, such Disability shall be deemed to have occurred. 

      


      d.  The
        payments to be made by the Company to Executive hereunder shall be offset
        and
        reduced by the amount of any insurance proceeds (on a tax-effected basis)
        paid
        to Executive (or his estate) from insurance policies obtained by the Company
        other than insurance policies provided under Company-wide employee benefit
        and
        welfare plans. 

      
        
          
          

        

        
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      6.  Termination.
        

      


      a.  The
        employment of Executive under this Agreement: 

      


      i.  shall
        be
        terminated automatically upon the death or Disability of Executive;


      ii.  may
        be
        terminated for Cause, as herein defined, at any time by the Company, with
        any
        such termination not being in limitation of any other right or remedy the
        Company may have under this Agreement or otherwise; 

      


      iii.  may
        be
        terminated at any time by the Company without Cause with ninety (90) days
        advance notice to Executive; 

      


      iv.  may
        be
        terminated at any time by Executive if the Company materially breaches this
        Agreement and fails to cure such breach within thirty (30) days of written
        notice of such breach from Executive, provided that Executive has given notice
        of such breach within ninety (90) days after he has knowledge thereof and
        the Company did not have Cause to terminate Executive at the time such breach
        occurred. 

      


      b.  Upon
        any
        termination hereunder, Executive shall be deemed automatically to have resigned
        from all offices and any directorship held by him in the Company, unless
        the
        Company informs Executive otherwise. 

      


      c.  Executive’s
        employment with the Company for all purposes shall be deemed to have terminated
        as of the effective date of such termination hereunder (the “Date of
        Termination”), irrespective of whether the Company has a continuing obligation
        under this Agreement to make payments or provide benefits to Executive after
        such date. 

      


      7.  Certain
        Termination Payments. 

      


      If
        Executive’s employment with the Company is terminated by the Company without
        Cause or by Executive pursuant to Paragraph 6(a)(iv), the Company shall
        (i) pay Executive on or before the thirtieth day after the Date of
        Termination an amount equal to the per annum rate of salary then in effect
        under
        Paragraph 3(a) and (ii) for remainder of the term of the Agreement had it
        not been terminated, provide him and his family with the benefits described
        in
        Paragraph 3(c) then in effect (unless the terms of the applicable plans
        expressly prohibit the continuation of such benefits after such termination
        and
        cannot be amended, with applicability of such amendment limited to Executive,
        to
        provide for such continuation, in which case the Company shall procure and
        pay
        for substantially similar substitute benefits except for any pension or 401(k)
        Plan benefit) for the balance of the term that would have remained hereunder
        had
        such termination not occurred, and (iii) pay Executive on or before the
        thirtieth day after the Date of Termination an amount equal to any Bonus
        earned
        by Executive prior to date of termination.In addition, all debt, loans and
        notes
        due and owing to Executive are to be paid in full by Company upon
        termination.

      


      8.  Definitions.
        

      


      a.  “Beneficial
        Owner” shall have the meaning provided in Rule 13d-3 promulgated under the
        Exchange Act. 

      


      b.  “Cause”
        means: 

      


      i.  Executive’s
        conviction of, or plea of “no contest” to, a felony; 

      


      ii.  Executive’s
        willfully engaging in an act or series of acts of willful and gross misconduct
        that result in demonstrable and material injury to the Company. In no case
        can
        the exercise of executive’s business judgment, whether in agreement with the
        Board of Directors or otherwise, be considered cause; or 

      


      c.  “Retirement”
        shall mean voluntary, late, normal or early retirement under a pension plan
        sponsored by the Company, as defined in such plan, or as otherwise defined
        or
        determined by the Compensation Committee of the Board of Directors of the
        Company with respect to senior executives of the Company generally.


      
        
          
          

        

        
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      9.  Certain
        Covenants 

      


      a.  Noncompete
        and Nonsolicitation. Executive acknowledges the Company’s reliance on and
        expectation of Executive’s continued commitment to performance of his duties and
        responsibilities during the term of this Agreement. In light of such reliance
        and expectation, during the term hereof and for one (1) years after termination
        of Executive’s employment and this Agreement under Paragraph 6 hereof, other
        than termination by the Company without Cause, Executive shall not, directly
        or
        indirectly, do or suffer any of the following: 

      


      i.  Own,
        manage, control or participate in the ownership, management, or control of,
        or
        be employed or engaged by or otherwise affiliated or associated as a consultant,
        independent contractor or otherwise with, any corporation, partnership,
        proprietorship, firm, association or other business entity, or otherwise
        engage
        in any business, which is in competition with the business of the Company
        as and
        where conducted by it at the time of such termination; provided, however,
        that
        the ownership of not more than five percent (5%) of any class of publicly
        traded
        securities of any entity shall not be deemed a violation of this covenant;
        

      


      ii.  Solicit
        the employment of, assist in the soliciting the employment of, or otherwise
        solicit the association in business with any person or entity of, any employee,
        consultant or agent of the Company; or 

      


      iii.  Induce
        any person who is a customer of the Company to terminate said relationship.
        

      


      b.  Nondisclosure;
        Return of Materials. During the term of his employment by the Company and
        following termination of such employment, Executive will not disclose (except
        as
        required by his duties to the Company), any concept, design, process,
        technology, trade secret, customer list, plan, embodiment or invention, any
        other intellectual property (“Intellectual Property”) or any other confidential
        information, whether patentable or not, of Company of which Executive becomes
        informed or aware during his employment, whether or not developed by Executive.
        In the event of the termination of his employment with the Company or the
        expiration of this Agreement, Executive will return to the Company all
        documents, data and other materials of whatever nature, including, without
        limitation, drawings, specifications, research, reports, embodiments, software
        and manuals that pertain to his employment with the Company or to any
        Intellectual Property and shall not retain or cause or allow any third party
        to
        retain photocopies or other reproductions of the foregoing. 

      


      c.  Executive
        expressly agrees and understands that the remedy at law for any breach by
        him of
        this Paragraph 9 may be inadequate and that the damages flowing from such
        breach are not easily measured in monetary terms. Accordingly, it is
        acknowledged that, upon adequate proof of Executive’s violation of any provision
        of this Paragraph 9, the Company shall be entitled to immediate injunctive
        relief and may obtain a temporary order restraining any threatened or further
        breach and may withhold any amounts owed to Executive pursuant to this
        Agreement. Nothing in this Paragraph 9 shall be deemed to limit the
        Company’s remedies at law or in equity for any breach by Executive of any of the
        provisions of this Paragraph 9 that may be pursued by the Company.


      


      d.  If
        Executive shall violate any legally enforceable provision of this
        Paragraph 9 as to which there is a specific time period during which he is
        prohibited from taking certain actions or from engaging in certain activities,
        as set forth in such provision, then, in such event, such violation shall
        toll
        the running of such time period from the date of such violation until such
        violation shall cease. 

      


      e.  Executive
        has carefully considered the nature and extent of the restrictions upon him
        and
        the rights and remedies conferred upon the Company under this Paragraph 9,
        and hereby acknowledges and agrees that the same are reasonable in time and
        territory, are designed to eliminate competition that otherwise would be
        unfair
        to the Company, do not stifle the inherent skill and experience of Executive,
        would not operate as a bar to Executive’s sole means of support, are fully
        required to protect the legitimate interests of the Company and do not confer
        a
        benefit upon the Company disproportionate to the detriment to Executive.
        

      
        
          
          

        

        
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      10.  Withholding
        Taxes. All payments to Executive hereunder shall be subject to withholding
        on
        account of federal, state and local taxes as required by law. 

      


      11.  No
        Conflicting Agreements. Executive represents and warrants that he is not
        a party
        to any agreement, contract or understanding, whether an employment contract
        or
        otherwise, that would restrict or prohibit him from undertaking or performing
        employment in accordance with the terms and conditions of this Agreement.
        

      


      12.  Severable
        Provisions. The provisions of this Agreement are severable and if any one
        or
        more of its provisions is determined to be illegal or otherwise unenforceable,
        in whole or in part, the remaining provisions and any partially unenforceable
        provision to the extent enforceable in any jurisdiction nevertheless shall
        be
        binding and enforceable. 

      


      13.  Binding
        Agreement. The rights and obligations of the Company under this Agreement
        shall
        inure to the benefit of, and shall be binding on, the Company and its successors
        and assigns, and the rights and obligations (other than obligations to perform
        services) of Executive under this Agreement shall inure to the benefit of,
        and
        shall be binding upon, Executive and his heirs, personal and legal
        representatives, executors, successors and administrators. The Company may
        assign this Agreement to a purchaser (or an affiliate of a purchaser) of
        all or
        substantially all the assets of the Company. As used in this Agreement, the
        “Company” shall mean the Company as hereinbefore defined and any successor or
        assign to its assets as aforesaid that becomes bound by all the terms and
        provisions of this Agreement. If the Executive should die while any amounts
        are
        still payable to him, all such amounts, unless otherwise provided herein,
        shall
        be paid in accordance with the terms of this Agreement to the Executive’s
        devisee, legatee, or other designee or, if there be no such designee, to
        the
        Executive’s estate. 

      


      14.  Notices.
        All notices required or permitted to be given hereunder shall be in writing
        and
        shall be personally delivered by courier, sent by registered or certified
        mail,
        return receipt requested or sent by confirmed facsimile transmission addressed
        as set forth herein. Notices personally delivered, sent by facsimile or sent
        by
        overnight courier shall be deemed given on the date of delivery and notices
        mailed in accordance with the foregoing shall be deemed given upon the earlier
        of receipt by the addressee, as evidenced by the return receipt thereof,
        or
        three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if
        to
        the Company, addressed to IElement Corporation, Attention: Corporate Secretary
        and (ii) if to the Executive, to his address as reflected on the payroll
        records
        of the Company or Subsidiary, or to such other address as either party shall
        request by notice to the other in accordance with this provision.

      


      15.  Consent
        to Jurisdiction. Executive and the Company each irrevocably: (i) submits to
        the exclusive jurisdiction of the Texas court(s) for the purpose of any
        proceedings arising out of this Agreement or any transaction contemplated
        by
        this Agreement; (ii) agrees not to commence such proceeding except in these
        courts; (iii) agrees that service of any process, summons, notice or
        document by U.S. registered mail to a party’s address as provided herein shall
        be effective service of process for any such proceeding; and (iv) waives
        any objection to the laying of venue of any such proceeding in these
        courts.

      
        
          
          

        

        
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      16.  Waiver
        of
        Jury Trial. Each party waives, to the fullest extent permitted by law, any
        right
        he or it may have to a trial by jury in respect of any suit, action or
        proceeding arising out of this Agreement or any transaction contemplated
        by this
        Agreement. Each party certifies that no representative, agent or attorney
        of any
        other party has represented, expressly or otherwise, that such other party
        would
        not, in the event of litigation, seek to enforce this waiver; and acknowledges
        that he or it and the other party have been induced to enter into this Agreement
        by, among other things, the mutual waivers and certifications in this
        Paragraph 17. 

      


      17.  Waiver.
        The failure of either party to enforce any provision of this Agreement shall
        not
        in any way be construed as a waiver of any such provision as to any future
        violation thereof, or prevent that party thereafter from enforcing each and
        every other provision of this Agreement. The rights granted the parties herein
        are cumulative and the waiver of any single remedy shall not constitute a
        waiver
        of such party’s right to assert all other legal remedies available to it under
        the circumstances. 

      


      18.  Miscellaneous.
        This Agreement supersedes all prior agreements and understandings between
        the
        parties. This Agreement may not be modified or terminated orally. All
        obligations and liabilities of each party hereto in favor of the other party
        hereto relating to matters arising prior to the date hereof have been fully
        satisfied, paid and discharge. No modification, termination or attempted
        waiver
        shall be valid unless in writing and signed by the party against whom the
        same
        is sought to be enforced. 

      


      19.  Governing
        Law. This Agreement shall be governed by and construed according to the laws
        of
        the State of Texas. 

      


      20.  Captions
        and Paragraph Headings. Captions and paragraph headings used herein are for
        convenience and are not a part of this Agreement and shall not be used in
        construing it. 

      


      21.  Enforcement
        Costs. If any legal action or other proceeding is brought for the enforcement
        of
        this Agreement, or because of an alleged dispute, breach, default or
        misrepresentation in connection with any provision of this Agreement, the
        successful or prevailing party or parties shall be entitled to recover
        reasonable attorneys' fees, court costs and all expenses even if not taxable
        as
        court costs (including, without limitation, all such fees, costs and expenses
        incident to arbitration, appellate, bankruptcy and post-judgment proceedings),
        incurred in that action or proceeding, in addition to any other relief to
        which
        such party or parties may be entitled.  

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties have executed this Agreement on the day and
        year
        first set forth above

      


      IElement
        Corporation:

      


      
 

      By:
        Ivan
        Zweig

      Name:
        Ivan Zweig

      Title:
        CEO

      


      /s/Ivan
        Zweig

      


      


      


      By:
        Lance
        Stovall

      Name:
        Lance Stovall

      Title:
        COO

      


      /s/Lance
        Stovall


      
        
          
          

        

        
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