2007 CONSULTING AGREEMENT OF KRAMERICA CAPITAL CORPORATION


    

      CONSULTING
        AGREEMENT

      


      THIS
        CONSULTING AGREEMENT is entered into as of January
        1,
        2007
        between IElement Corporation, a Nevada corporation (the “Company”) and Kramerica
        Capital Corporation
        (“Consultant”). 

      


      RECITAL

      


      The
        Company and Consultant desire to enter into this Agreement to insure the
        Company
        of the services of Consultant, to provide for compensation and other benefits
        to
        be paid and provided by the Company to Consultant 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.  Services.
        

      


      a. The
        Company hereby hires Consultant to consult with the Board of Directors, Chairman
        and Chief Executive Officer, and Consultant hereby accepts such retention,
        on
        the terms and conditions set forth herein. During the term of this Agreement,
        Consultant shall devote its entire business time and all reasonable efforts
        to
        the Consulting and shall perform diligently such duties as are customarily
        performed by a high level executive consultant for 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 Consultant, Consultant shall report to the Board of
        Directors. 

      


      b. Relationship.
        It is
        the intent and purpose of the parties hereto that the relationship of the
        Contractor to the Company shall be that of an independent contractor. The
        Contractor has sole and exclusive control over its business, independent
        of 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 Consultant’s Consulting 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 Consultant 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 “Consulting Period”).

      
        
          
          

        

        
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      3.  Compensation.
        

      


      a.  Base
        Fee.
        For all services Consultant may render to the Company during the term of
        this
        Agreement, the Company shall pay to Consultant the annual base fee of $264,000
        in regular monthly installments of $22,000 per month. 

      


      b.  Bonuses.

      


      i.  Performance
        Bonus. As additional consideration for Consultant's services to the Company
        hereunder, the Company shall pay Consultant a bonus (the "Performance Bonus"),
        based upon the Company's performance during the Consulting Term, in the form
        of
        cash and options to purchase shares of the Company's Common Stock. In
        particular, Consultant shall be entitled to a one million dollar ($1,000,000)
        bonus upon the Company achieving a twelve million dollars ($12,000,000) gross
        annualized ($1 million in monthly) revenue benchmark. Consultant shall be
        entitled to a two million dollar ($2,000,000) bonus upon the Company achieving
        a
        twenty two million dollars ($22,000,000) gross annualized ($1,833,333 in
        monthly) revenue benchmark. Consultant shall be entitled to a three million
        dollar ($3,000,000) bonus upon the Company achieving a thirty million dollars
        ($30,000,000) gross annualized ($2,500,000 in monthly) revenue benchmark.
        Following the Company achieving the $30,000,000 gross annualized ($2,500,000
        in
        monthly) revenue benchmark, Consultant and the Company shall determine
        additional future benchmarks for additional Performance Bonus payments. The
        bonus shall be deemed earned and shall be payable upon issuance of the Company’s
        audited annual financial statements reflecting gross annualized revenue
        benchmarks of the specified amount (i.e. $1,000,000; $1,833,333 and $2,500,000).
        The Performance Bonus is cumulative (i.e. total Performance Bonus based on
        revenue benchmarks is $6,000,000 upon achieving $30,000,000 in gross revenue,
        (or $2,500,000 in monthly revenue) even if such revenue benchmark is achieved
        in
        the first year of this Agreement). The Performance Bonus, if earned, shall
        be
        paid in the form of cash and options to purchase shares of the Company's
        Common
        Stock valued at an exercise price equal to the average of the closing market
        price of the shares of the Company's Common Stock for the thirty (30) days
        prior
        to the end of the applicable fiscal year. Moreover, no more than 20% of the
        Performance Bonus shall be paid in cash, which cash payment may be in the
        form
        of a secured promissory note. In the event that payment is made via a secured
        promissory note, such note shall have convertible features, be on commercially
        reasonable terms, shall not exceed a payout of sixty (60) months and shall
        be
        adequately secured. 

      


      Any
        options issued in respect of the Performance Bonus shall be subject to the
        terms
        and provisions of the Company's 2006 Stock Plan, if no shares are available
        under such Plan, then any subsequently enacted stock option plan, as applicable.
        Should there not be sufficient options available or usable under said Stock
        Option Plans, the Company will use its best efforts to cause a new stock
        option
        plan to be adopted which will cover the options subject to the Performance
        Bonus.

      


      Provided
        however, and notwithstanding the provisions of this Section 3(b), Consultant
        may
        determine, at Consultant’s sole discretion, to defer the payment of any bonus
        compensation. In the event that Consultant determines to defer such payment,
        the
        Company and Consultant shall enter into an appropriate deferred payment
        agreement, which agreement shall be prepared at the Company’s sole expense.


      


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

      


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

      
        
          
          

        

        
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      5.  Payment
        in the Event of Death or Disability. 

      


      a.  In
        the
        event of Consultant’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 Consultant’s death or disability not
        occurred, the Company shall continue to pay to Consultant (or its estate)
        Consultant’s then effective per annum rate of fees, as determined under
        Paragraph 3(a), and provide to Consultant (or to its family members covered
        under its family medical coverage) the same family medical coverage as provided
        to Consultant on the date of such death or Disability. 

      


      b.  Except
        as
        otherwise provided in Paragraph 6(a), in the event of Consultant’s death or
        Disability Consultant’s Consulting hereunder shall terminate and Consultant
        shall be entitled to no further compensation or other payments or benefits
        under
        this Agreement, except as to any unpaid fees, 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, Consultant’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, Consultant, by reason of its physical or mental disability or
        illness, shall have been unable to discharge its 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 Consultant, after receipt of notice
        of
        Consultant’s Disability from the other, dispute that Consultant’s Disability
        shall have occurred, Consultant shall promptly submit to a physical examination
        by the chief of medicine of any major accredited hospital in Florida selected
        by
        the Company and, unless such physician shall issue its written statement
        to the
        effect that in its or her opinion, based on its or her diagnosis, Consultant
        is
        capable of resuming its Consulting and devoting its full time and energy
        to
        discharging its 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 Consultant hereunder shall be offset
        and
        reduced by the amount of any insurance proceeds (on a tax-effected basis)
        paid
        to Consultant (or its estate) from insurance policies obtained by the Company
        other than insurance policies provided under Company-wide benefit and welfare
        plans. 

      


      6.  Termination.
        

      


      a.  The
        Consulting of Consultant under this Agreement: 

      


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


      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 Consultant; 

      


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

      


      b.  Consultant’s
        contract 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 Consultant after such date.
        

      
        
          
          

        

        
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      7.  Certain
        Termination Payments. 

      


      If
        Consultant’s contract with the Company is terminated by the Company without
        Cause or by Consultant pursuant to Paragraph 6(a)(iv), the Company shall
        (i) pay Consultant on or before the thirtieth day after the Date of
        Termination an amount equal to the per annum rate of fees then in effect
        under
        Paragraph 3(a) and (ii) for remainder of the term of the Agreement had it
        not been terminated, and (iii) pay Consultant on or before the thirtieth
        day after the Date of Termination an amount equal to the maximum Performance
        Bonus that could have been earned by Consultant (i.e. $6,000,000) had it
        remained employed hereunder for the remainder of the term of this Agreement.
        In
        addition, all debt, loans and notes due and owing to Consultant 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.  Consultant’s
        conviction of, or plea of “no contest” to, a felony; 

      


      ii.  Consultant’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 Consultant’s business judgment, whether in agreement with the
        Board of Directors or otherwise, be considered cause; or 

      


      9.  Certain
        Covenants 

      


      a.  Noncompete
        and Nonsolicitation. Consultant acknowledges the Company’s reliance on and
        expectation of Consultant’s continued commitment to performance of its duties
        and responsibilities during the term of this Agreement. In light of such
        reliance and expectation, during the term hereof and for one (1) year after
        termination of this Agreement under Paragraph 6 hereof, other than termination
        by the Company without Cause, Consultant 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.
        

      
        
          
          

        

        
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      b.  Nondisclosure;
        Return of Materials. During the term of this Agreement with the Company and
        following termination of such Agreement, Consultant will not disclose (except
        as
        required by its 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 Consultant becomes
        informed or aware during this Agreement, whether or not developed by Consultant.
        In the event of the termination of this Agreement or the expiration of this
        Agreement, Consultant 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 its Consulting 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.  Consultant
        expressly agrees and understands that the remedy at law for any breach by
        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 Consultant’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 Consultant 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 Consultant of any of
        the provisions of this Paragraph 9 that may be pursued by the Company.


      


      d.  If
        Consultant shall violate any legally enforceable provision of this
        Paragraph 9 as to which there is a specific time period during which it 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.  Consultant
        has carefully considered the nature and extent of the restrictions upon it
        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 Consultant,
        would not operate as a bar to Consultant’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 Consultant.
        

      


      10.  Tax
        Liability. The Contractor agrees as an independent contractor to be solely
        responsible for all taxes and other costs and expenses attributable to the
        compensation payable to and services provided by the Contractor hereunder,
        and
        has taken any and all action to comply with all applicable federal, state,
        and
        local laws, pertaining to the same. The Contractor agrees to indemnify and
        hold
        the Company harmless from any claims arising from any taxing authority. The
        Contractor acknowledges and agrees that the Contractor is not entitled to
        workers compensation insurance benefits or unemployment compensation insurance
        benefits from the Company. Further, the Contractor is obligated to pay federal,
        state, and local income tax, if any, on any amounts paid to the Contractor
        pursuant to this Agreement.

      
        
          
          

        

        
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      11.  No
        Conflicting Agreements. Consultant represents and warrants that it is not
        a
        party to any agreement, contract or understanding, whether a Consulting contract
        or otherwise, that would restrict or prohibit him from undertaking or performing
        Consulting 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 Consultant under this Agreement shall inure to the benefit of,
        and
        shall be binding upon, Consultant and its 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 Consultant 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 Consultant’s
        devisee, legatee, or other designee or, if there be no such designee, to
        the
        Consultant’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 Consultant, to its 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. Consultant 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
        it 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 it 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 16. 

      


      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:
        /s/Lance Stovall

      Name:
        Lance Stovall

      Title:
        COO

      


      


      


      Kramerica
        Capital Corporation

      


      


      


      By:
        /s/Ivan Zweig

      Name:
        Ivan Zweig

      Title:
        CEO

      
        
          
          

        

        
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