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First Amendment And Waiver To Agreement - IELEMENT CORP - 5-4-2006

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					EXHIBIT 2.4

        FIRST AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER (this
"Amendment and Waiver") is made and entered into this 31st day of December, 2004, by and among
MAILKEY CORPORATION, a Nevada corporation ("Parent"), MAILKEY ACQUISITION CORP., a
Delaware corporation and wholly-owned subsidiary of Parent ("MERGER Sub"), IELEMENT, INC., a Nevada
corporation (the "COMPANY"), and IVAN ZWEIG, the principal shareholder of iElement (the "PRINCIPAL
SHAREHOLDER"), for the purpose of amending the Agreement and Plan of Merger (the "MERGER
Agreement") dated November 9, 2004, by and among Parent, Merger Sub, iElement and the Principal
Shareholder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the
Merger Agreement.

                                                     RECITALS

WHEREAS, the parties hereto desire to amend certain provisions of the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and representations, warranties, covenants and
agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. The Second WHEREAS clause is hereby deleted in its entirety and replaced with the following:

WHEREAS, pursuant to the terms of this Agreement, upon consummation of the Merger, each issued and
outstanding share
(individually, a "Target Share"; and collectively, the "Target Shares")
of common stock, $.001 par value per share ("Target Common Stock"), of the Company shall represent the right
to receive between 2.5913 and 3.9835 newly issued shares (individually, a "Parent Share," and collectively, the
"Parent Shares") of common stock, $.001 par value per share ("Parent Common Stock"), of Parent; and

2. The first sentence of Section 1.2(a)(iii) is hereby deleted in its entirety and replaced with the following
sentences:

Each of the Target Shares shall be converted into the right to receive between 2.5913 and 3.9835 newly issued
Parent Shares (the "Exchange Ratio"). The Exchange Ratio shall be adjusted based on the number of Parent
Shares issued to holders of those certain secured notes of the Company in the aggregate principal amount of
$1,238,739 (the "Target Secured Notes") as follows: In the event that zero (0) Parent Shares are issued to the
holders of the Target Secured Notes, the Exchange Ratio shall be 3.9835 and in the event that 24,774,785
Parent Shares are issued to the holders of the Target Secured Notes, the Exchange Ratio shall be 2.5913. In the
event that the Number of Parent Shares issued to the holders of the Target Secured Notes is between zero
(0) and 24,774,785, the Exchange Ratio shall equal 2.5913 plus the product of 1.3922 and a fraction the
numerator of which is the number of Parent Shares issued to the holders of the Target Secured Notes and the
denominator of which is 24,774,785.
3. The second and third sentences of Section 1.2(h) are hereby deleted in their entirety and replaced with the
following sentences:

In addition, the parties agree that that any shares of Parent Common Stock issued by Parent in connection with
any capital-raising transaction by Parent shall be excluded from the determination of the Exchange Ratio and any
adjustment of the Exchange Ratio.

4. The following provisions are hereby added as Sections 1.5 and 1.6:

1.5 OPTIONS AND WARRANTS.

(a) Immediately prior to the Closing, each outstanding option ("Target Options") exercisable into shares of Target
Common Stock and each warrant ("Target Warrants") exercisable into shares of Target Common Stock whether
vested or not vested, shall immediately become vested in full and either exercised by the holder thereof prior to
Closing or be deemed assumed by Parent. In the event that any Target Options and Target Warrants are
exercised by the holder thereof prior to or simultaneous with the Closing, all shares of Target Common Stock
issued upon exercise thereof shall be converted into Parent Shares in accordance with Section 1.2(a)(iii) of the
Merger Agreement.

(b) At and after the Effective Time:

(i) each Target Option and Target Warrant then outstanding shall entitle the holder thereof to acquire the number
(rounded down to the nearest whole number) of shares of Parent Common Stock determined by multiplying (x)
the number of shares of Target Common Stock subject to such Target Option or Target Warrant immediately
prior to the Effective Time, by (y) the Exchange Ratio; and

(ii) the exercise price per share of Parent Common Stock subject to any Target Option or Target Warrant at and
after the Effective Time shall be an amount (rounded down to the nearest one-hundredth of a cent) equal to (x)
the exercise price per share of Target Common Stock subject to such Target Option or Target Warrant prior to
the Effective Time, divided by (y) the Exchange Ratio.

(c) Other than as provided in subsections (a) and
(b) above, as of and after the Effective Time, each Target Option and Target Warrant then outstanding shall be
subject to the same terms and conditions as in effect immediately prior to the Effective Time (including, but not
limited to, the acceleration of exercisability or conversion, as applicable, as of the date of approval of the Merger
by the shareholders of the Company), but giving effect to the Merger (it being understood that any performance
criteria to which such Target Option, and or Target Warrant remains subject may be equitably adjusted by Parent
to reflect the consummation of the Merger).

                                                         2
(d) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent
Common Stock for delivery upon exercise of Target Options and Target Warrants Notes after the Effective
Time.

1.6 TARGET SECURED NOTES. Prior to the Effective Time, all Target Secured Notes shall either be (i)
surrendered and cancelled in exchange for shares of Target Common Stock pursuant to the terms of a Securities
Purchase Agreement in substantially the form attached hereto as EXHIBIT A; or (ii) exchanged for a newly
issued Secured Notes in substantially the form attached hereto as EXHIBIT B. Any shares of Target Common
Stock issued in exchange for Target Secured Notes shall be converted into Parent Shares in accordance with
Section 1.2(a)(iii) of the Merger Agreement. Prior to the approval of the Merger by the shareholders of the
Company, the Company shall use its best efforts to cause all such Target secured Notes to be exchanged for
shares of Target Common Stock.

5. Sections 2.2(a)(ii), 2.2(a)(viii) and 5.11 are hereby deleted in their entirety.

6. The first, second, third, fourth and fifth sentences of Section 3.5(a) are hereby deleted in their entirety and
replaced with the following sentences:

Attached hereto as Schedule 3.5(a) is a complete and accurate list of (i) the Target Shareholders and each holder
of Target Options, Target Warrants and Target Secured Notes, (ii) the number and class of issued and
outstanding Target Shares, Target Options, Target Warrants and Target Secured Notes (collectively, the "Target
Securities") owned by such Target Shareholders and holders on the date of this Agreement,
(iii) the exercise price, date of grant, vesting schedules and number of shares of Target Common Stock issuable
upon the exercise of the Target Options and Target Warrants, and (iv) the date of issuance and outstanding
principal amount of all outstanding Target Secured Notes. The authorized capital stock of the Company consists
of 30,000,000 shares of Target Common Stock. There are currently issued and outstanding (i) 4,319,392 shares
of Target Common Stock, (ii) Target Options exercisable into 4,578,223 shares of Target Common Stock, (iii)
Target Warrants exercisable into zero shares of Target Common Stock, and
(iv) Target Secured Notes which may be exchanged for up to 9,560,755 shares of Target Common Stock. The
Target Securities represent all of the outstanding equity interests in the Company. All of the Target Shares have
been validly authorized and issued and are fully paid and non-assessable, and the Company has reserved on its
books and records, for future issuance, the shares of Target Common Stock issuable upon the exercise of the
Target Options or Target Warrants or upon exchange of the Target Notes.

7. Sections 2.2(b)(x) and 5.13(b) are hereby deleted in their entirety. The last sentence of 5.13(a) is deleted in its
entirety and is replaced with the following sentence:

If the Merger is consummated, the Parent will exchange any and all Promissory Notes outstanding from the
Company at the time of closing for a newly issued Secured Note in substantially the form attached hereto as
Exhibit B.

8. Section 5.14 is hereby deleted in its entirety.

                                                           3
9. Section 6.2(d) is hereby deleted in its entirety and replaced with the following provision:

The Company shall have delivered to Parent and Merger Sub any certificates evidencing the Target Shares in
accordance with Section 2.2(a)(i).

10. Section 5.16 is hereby amended to delete the words ""Business Days thereafter" and replace them with the
word " days prior to Closing".

11. MailKey and Merger Sub do hereby waive any breach of any representations and warranties or breach of
any covenants or agreements by any party to the Merger Agreement that may exist or arise under the Merger
Agreement or this Amendment and Waiver as a result of the issuance by iElement of the Target Notes.

12. The waiver set forth in Section 9 hereof is limited as specified and shall not constitute a modification,
acceptance or waiver of any other provision of the Merger Agreement, nor shall it constitute an obligation to
execute similar waivers or amendments under the same or similar circumstances in the future.

13. Schedule 3.5(a) is hereby deleted in its entirety and replaced with the schedule attached hereto as EXHIBIT
C.

14. Section 9.11 is hereby amended to provide for copies of notice to the Company or Principal Target
Shareholders to be sent to the following person:

The Lebrecht Group, APLC 22342 Avenida Empresa, Suite 220 Rancho Santa Margarita, CA 92688 Facsimile
(949) 635-1244 Attention: Brian A. Lebrecht, Esq.

15. Except as expressly provided herein, the Merger Agreement shall remain in full force and effect.

16. This Amendment and Waiver may be executed in two or more counterparts and delivered via facsimile, each
of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

17. This Amendment and Waiver shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the laws that might otherwise govern under applicable principles of conflicts of laws
thereof, except to the extent that the NGCL shall apply to the internal corporate governance of Parent or the
Company and to the extent that the DGCL shall apply to the internal corporate governance of Merger Sub.

                                                          4
IN WITNESS WHEREOF, Parent, Merger Sub, the Company and the Principal Shareholder have caused this
Amendment and Waiver to be signed by their respective officers hereunto duly authorized, all as of the date first
written above.

                                        MAILKEY CORPORATION

                                 By: /s/ Tim Dean-Smith
                                    -------------------------------------
                                    Tim Dean-Smith
                                    President and Chief Executive Officer




                                     MAILKEY ACQUISITION CORP.

                                 By: /s/ Tim Dean-Smith
                                    -------------------------------------
                                    Tim Dean-Smith
                                    President and Chief Executive Officer




                                              IELEMENT, INC.

                                 By: /s/ Ivan Zweig
                                    -------------------------------------
                                    Ivan Zweig
                                    President and Chief Executive Officer



                                  /s/ Ivan Zweig
                                 ----------------------------------------
                                 Ivan Zweig




                                                        5
                                      EXHIBITS AND SCHEDULES

Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to this Agreement and Plan of Merger
have been omitted. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to
the Securities and Exchange Commission upon request.
EXHIBIT 3(i).1

                                     ARTICLES OF INCORPORATION
                                                   OF
                                           Air Epicurean, Inc.

                        Article I. The name of the Corporation is Air Epicurean, Inc.

Article II. Its principal and registered office in the State of Nevada is 774-180 Mays Boulevard, Incline Village
NV 89451. The initial registered agent for services of process at that address is N & R Group, Ltd. a Nevada
Corporation.

Article III. The purposes for which the corporation is organized are to engage in any activity or business not in
conflict with the laws of the State of Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.

Article IV. The Corporation shall have authority to issue an aggregate of One Hundred Million (100,000,000)
shares of common voting equity stock of par value one mil ($0.001) per share, and no other class or classes of
stock, for a total capitalization of $100,000. The Corporation's capital stock may be sold from time to time for
such consideration as may be fixed by the Board of Directors, provided that no consideration so fixed shall be
less than par value.

Article V. No shareholder shall be entitled to any preemptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting for the purpose of electing Directors.

Article VI. The affairs of the corporation shall be governed by a Board of Directors of one (1) person. The Initial
Director of the Corporation, whose name and address is J. Dan Sifford, Jr., 3131 Southwest Freeway, Suite 46,
Houston, TX 77098, to serve until the next regular meeting of shareholders or until their successors are elected.

Article VII. The Capital Stock after the amount of the subscription price or par value shall not be subject to
assessment to pay the debts of the corporation, and no stock issued as paid up shall ever be assessable or
assessed.

Article VIII. The initial By-laws of the corporation shall be adopted by its Board of Directors. The power to
alter, amend or repeal the By-laws, or adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.

Article IX. The name and address of the Incorporator of the corporation is J. Dan Sifford, Jr., 3131 Southwest
Freeway, Suite 46, Houston, TX 77098
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a Corporation
pursuant the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation,
hereby declaring and certifying that the facts herein stated are true, and accordingly have set my hand hereunto
this Day, July 12, 1996.

                                          /S/ J. Dan Sifford, Jr.
                                          J. Dan Sifford, Jr.
                                          INCORPORATOR
EXHIBIT 3(i).2

                        AMENDMENT TO ARTICLES OF INCORPORATION

                                                       OF

                                              Air Epicurean, Inc.

                                 (after payment of capital and issuance of stock)

We the Undersigned, Officers of Air Epicurean, Inc. ("the Corporation") hereby certify:

The Board of Directors of the Corporation at a meeting of duly convened and held on April 24, 1997 adopted a
resolution to amend the Articles of Incorporation as Originally filed and/or amended.

Article One is superseded and replaced as follows:

                   Article I. The name of the Corporation shall be Ikon Ventures, Inc.

The number of shares of the Corporation outstanding and entitled to vote on an amendment to the Articles of
Incorporation is 25,550,000; and the foregoing changes and amendment have been consented to and approved
by affirmative vote of 23,720,000 shares, a majority vote of 92% of each class of stock outstanding and entitled
to vote thereon, at a Meeting of Shareholders duly called upon notice; immediately following which approval, this
amendment was adopted by the Board of Directors.

Matthew R. Bauer J. Dan Sifford
PRESIDENT SECRETARY
EXHIBIT 3(i).3

                        AMENDMENT TO ARTICLES OF INCORPORATION

                                                       OF

                                          IKON VENTURES, INC.
                                            (a Nevada corporation)

FIRST: The name of the corporation is IKON VENUTRES, INC. (the "Corporation").

SECOND: The Corporation wishes to amend Article I of the Corporation's articles of incorporation to change
the Corporation's name to Sutton Trading Solutions, Inc. Accordingly, as amended said Article shall read in its
entirety as follows:

"Article I. The name of the Corporation is SUTTON TRADING
SOLUTIONS, INC."

THIRD: That the stockholders holding a majority of the outstanding shares of stock entitled to vote on the
amendment approved said amendment by written consent dated September 10, 2001 in accordance with the
provisions of
Section 78.320 of the General Corporation Law of the State of Nevada and Article
II.8 of the By-laws of the Corporation.

IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of the Corporation, for the
purpose of amending the Articles of Incorporation pursuant to the General Corporation Law of Nevada, does
hereby make and file these Articles of Amendment.

Dated: As of September 10, 2001

ATTEST:

               /s/ LEIGH BICKELL                            /s/ JONATHAN D. SIEGEL
               --------------------------------             --------------------------------
               Leigh Bickell                                Jonathan D. Siegel
               Secretary                                    Chief Executive Officer
EXHIBIT 3(i).4

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                              (AFTER ISSUANCE OF STOCK)

                                   SUTTON TRADING SOLUTIONS, INC.

We, the undersigned, Andrew J. Kacic, Chairman, and John W. Shaffer, Secretary of Sutton Trading Solutions,
Inc. do hereby certify:

That the Board of Directors of said corporation by Unanimous Written Consent of the Board of Directors dated
as of February 27, 2003 adopted resolutions to amend the original articles as follows:

Article I is hereby amended to read in its entirety as follows:

Article I. The name of the corporation is Global diversified Acquisition Corp. (hereinafter called the
"Corporation").

Article IV is hereby amended to read in its entirety as follows:

Article IV. The Corporation shall have authority to issue an aggregate of One Hundred Million (100,000,000)
shares of common voting equity stock of par value one mil ($0.001) per share, and no other class or classes of
stock, for a total capitalization of $100,000. The Corporation's capital stock may be sold from time to time for
such consideration as may be fixed by the Board of Directors, provided that no consideration so fixed shall be
less than par value. Each 100 shares of Common Stock outstanding at 9:00 a.m. on February 13, 2001 shall be
deemed to be one share of Common Stock of the Corporation, par value one mil ($0.001) per share. Each 400
shares of Common Stock outstanding at 9:00
a.m. on April __, 2003 [i.e., the filing date of the Certificate of Amendment] shall be deemed to be one share of
Common Stock of the Corporation, par value one mil ($0.001) per share."

The number of shares of the Corporation outstanding and entitled to vote on an amendment to the Articles of
Incorporation is 47,579,520; that the said change and amendment have been consented to and approved by a
majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote
thereon.



                                   Andrew J. Kacic, Chief Executive Officer

                                                           ----------------------------------------
                                                           John W. Shaffer, Secretary

           STATE OF ARIZONA            )
                                       )    SS.
           COUNTY OF                   )




On April ___, 2003, personally appeared before me, a Notary Public, Andrew J. Kacic and John W. Shaffer,
who acknowledged that they executed the above instrument.


                                                Signature of Notary
                                               (Notary Stamp or Seal)
EXHIBIT 3(i).5

                                     CERTIFICATE OF CORRECTION

                                     (Pursuant to NRS 78.0295 and 80.007)

1. The name of the corporation for which correction is being made:

                                     Global Diversified Acquisition Corp.

2. Description of the original document for which correction is being made:

Certificate of Amendment of Articles of Incorporation (After Issuance of Stock)

3. Filing date of the original document: 04/23/03

4. Description of the incorrect statement and the reason it is incorrect or the manner in which the execution or
other formal authentication was defective:

Article IV. The penultimate sentence of Article IV was incorrect in that the date stated therein, April 23, 2003
should have been February 13, 2001, as stated in prior filings with the Secretary of State.

5. Correction of the incorrect statement or defective execution or authentication: As corrected, Article IV should
read in its entirety as follows:

The Corporation shall have authority to issue an aggregate of One Hundred Million (100,000,000) shares of
common voting equity stock of par value one mil ($0.001) per share, and no other class or classes of stock, for a
total capitalization of $100,000. The Corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no consideration so fixed shall be less
than par value. Each 100 shares of Common Stock outstanding at 9:00 a.m. on February 13, 2001 shall be
deemed to be one share of Common Stock of the Corporation, par value one mil ($0.001) per share. Each 400
shares of Common Stock outstanding at 9:00 a.m. on April 24, 2003 shall be deemed to be one share of
Common Stock of the Corporation, par value one mil ($0.001) per share."

          6.        Signature:                          /s/ JOHN W. SHAFFER
                                                        ----------------------------------------
                                                        John W. Shaffer, Secretary




                                                                                           July 2, 2003
EXHIBIT 3(i).6

                                   CERTIFICATE OF AMENDMENT OF
                                  THE ARTICLES OF INCORPORATION
                                                OF
                                      MAILKEY CORPORATION

The undersigned President of Mailkey Corporation, a Nevada Corporation (the "Corporation"), pursuant to the
provisions of Sections 78.385 and 78.390 of the Nevada Revised Statutes, for the purposes of amending the
Articles of Incorporation of the Corporation, does hereby certify as follows:

That (i) the Board of Directors of the Corporation in a Unanimous Consent to Action in lieu of Special Meeting
of the Board of Directors, and (ii) a majority of the shareholders of the Corporation in a Consent to Action in lieu
of Special Meeting of the Stockholders, on MARCH 3, 2005 adopted resolutions to amend the Articles of
Incorporation of the Corporation as follows:

Article I of the Articles of Incorporation is deleted in its entirety and hereby amended to read as follows:

                                                   "ARTICLE I
NAME

The name of the Corporation is "IELEMENT CORPORATION."

Article IV of the Articles of Incorporation is deleted in its entirety and hereby amended to read as follows:

                                                  "ARTICLE IV
STOCK

The number of shares the Corporation is authorized to issue is Two Billion Two Hundred Million
(2,200,000,000) shares consisting of:

(a) 2,000,000,000 shares of common stock, $0.001 par value per share ("Common Stock"); and

(b) 200,000,000 shares of blank check preferred stock, $0.001 par value per share ("Blank Check Preferred
Stock");

1. COMMON STOCK
(a) Voting. Except as otherwise expressly provided by law, and subject to the voting rights provided to the
holders of the Blank Check Preferred Stock by the Board of Directors, the Common Stock shall have exclusive
voting rights on all matters requiring a vote of shareholders, voting together as one class.

(b) Other Rights. Each share of Common Stock issued and outstanding shall be identical in all respects one with
the other, and no dividends shall be paid on any shares of Common Stock unless the same is paid on all shares of
Common Stock outstanding at the time of such payment. Except for and subject to the terms expressly provided
to the holders of the Blank Check Preferred Stock, or except as may be provided by the laws of the State of
Nevada, the holders of Common Stock shall have exclusively all other rights of shareholders.

(c) Pursuant to NRS 78.2055(3), if the Corporation proposes to decrease the number of issued and outstanding
shares of a particular class or series of shares and such decrease would adversely affect the relative preference or
rights of another class or series, the Corporation shall not be required to seek the approval of such other affected
class or series.

(d) Pursuant to NRS 78.207(3), if the Corporation proposes to decrease or increase the authorized shares of a
particular class or series of shares and correspondingly increase or decrease the amount of issued and
outstanding shares of the same class or series, and such decrease or increase would adversely affect the relative
preference or rights of another class or series, the Corporation shall not be required to seek the approval of such
other affected class or series.

2. BLANK CHECK PREFERRED STOCK

(a) Issuance. The Blank Check Preferred Stock may be issued from time to time in one or more series. Subject
to the limitations set forth herein and any limitations prescribed by law, the Board of Directors is expressly
authorized, prior to issuance of any series of Blank Check Preferred Stock, to fix by resolution or resolutions
providing for the issue of any series the number of shares included in such series and the designations, relative
powers, preferences and rights, and the qualifications, limitations or restrictions of such series. Pursuant to the
foregoing authority vested in the Board of Directors, subject to the laws of the State of Nevada, the Board of
Directors is expressly authorized to determine with respect to each series of Blank Check Preferred Stock:

(i) The designation or designations of such series and the number of shares (which number from time to time may
be decreased by the Board of Directors, but not below the number of such shares then outstanding, or may be
increased by the Board of Directors unless otherwise provided in creating such series) constituting such series;

(ii) The rate or amount and times at which, and the preferences and conditions under which, dividends shall be
payable on shares of such series, the status of such
dividends as cumulative or noncumulative, the date or dates from which dividends, if cumulative, shall accumulate,
and the status of such shares as participating or nonparticipating after the payment of dividends as to which such
shares are entitled to any preference;

(iii) The rights and preferences, if any, of the shareholders of such series upon the liquidation, dissolution or
winding up of the affairs of, or upon any distribution of the assets of, the Corporation, which amount may vary
depending upon whether such liquidation, dissolution or winding up is voluntary or involuntary and, if voluntary,
may vary at different dates, and the status of the shares of such series as participating or nonparticipating after the
satisfaction of any such rights and preferences;

(iv) The full, limited or special voting rights, if any, to be provided for shares of such series, in addition to the
voting rights provided by law;

(v) The times, terms and conditions, if any, upon which shares of such series shall be subject to redemption,
including the amount the shareholders of such series shall be entitled to receive upon redemption (which amount
may vary under different conditions or at different redemption dates) and the amount, terms, conditions and
manner of operation of any purchase, retirement or sinking fund to be provided for the shares of such series;

(vi) The rights, if any, of shareholders of such series to convert such shares into, or to exchange such shares for,
shares of any other class or classes or of any other series of the same class, the prices or rates of conversion or
exchange, and adjustments thereto, and any other terms and conditions applicable to such conversion or
exchange;

(vii) The limitations, if any, applicable while such series is outstanding on the payment of dividends or making of
distributions on, or the acquisition or redemption of, Common Stock or restrictions, if any, upon the issue of any
additional shares (including additional shares of such series or any other series or of any other class) ranking on a
parity with or prior to the shares of such series either as to dividends or upon liquidation;

(viii) The conditions or restrictions, if any, upon the issue of any of any other class) ranking on a parity with or
prior to the shares of such series either as to dividends or upon liquidation; and

(ix) Any other relative powers, preferences and participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of shares of such series; in each case, so far as not inconsistent
with the provisions of this Article of Incorporation or the laws of Nevada as then in effect.

3. ISSUANCE OF CERTIFICATES

The Board of Directors shall have the authority to issue shares of the capital stock of this Corporation and the
certificates therefore subject to such transfer restrictions and
other limitations as it may deem necessary to promote compliance with applicable federal and state securities
laws, and to regulate the transfer thereof in such manner as may be calculated to promote such compliance or to
further any other reasonable purpose.

4. DISTRIBUTION OF SHARES AS DIVIDEND

The Board of Directors shall have the authority, in its sole discretion, to issue shares in one class or series of the
Corporation's stock as a share dividend in respect of shares of another class irrespective of the existence of
outstanding shares of the class or series to be issued."

Article VI of the Articles of Incorporation is deleted in its entirety and hereby amended to read as follows:

                                                   "ARTICLE VI
DIRECTORS

The affairs of the corporations shall be governed by a Board of Directors in accordance with the Corporation's
Bylaws and pursuant to the laws of the State of Nevada."

Article VIII of the Articles of Incorporation is deleted in its entirety and hereby amended to read as follows:

                                                  "ARTICLE VIII

BYLAWS

The initial Bylaws of the Corporation shall be adopted by its Board of Directors. The power to alter, amend or
repeal the Bylaws, or adopt new Bylaws, shall be vested exclusively in the Board of Directors, except as
otherwise may be specifically provided in the Bylaws."

The Articles of Incorporation are hereby amended to add the following language as Article XI:
                                               "ARTICLE XI
INDEMNIFICATION

11.1 INDEMNIFICATION. The Corporation shall indemnify its directors to the full extent permitted by
applicable corporate law now or hereafter in force. However, such indemnity shall not apply if the director did
not (a) act in good faith and in a manner the director reasonably believed to be in or not opposed to the best
interests of the
Corporation, and (b) with respect to any criminal action or proceeding, have reasonable cause to believe the
director's conduct was unlawful. The Corporation shall advance expenses for such persons pursuant to the terms
set forth in the Bylaws, or in a separate Board resolution or contract.

11.2 AUTHORIZATION. The Board of Directors may take such action as is necessary to carry out these
indemnification and expense advancement provisions. It is expressly empowered to adopt, approve, and amend
from time to time such Bylaws, resolutions, contracts, or further indemnification and expense advancement
arrangements as may be permitted by law, implementing these provisions. Such Bylaws, resolutions, contracts or
further arrangements shall include but not be limited to implementing the manner in which determinations as to any
indemnity or advancement of expenses shall be made.

11.3 EFFECT OF AMENDMENT. No amendment or repeal of this Article shall apply to or have any effect on
any right to indemnification provided hereunder with respect to acts or omissions occurring prior to such
amendment or repeal."
EXHIBIT 10.1

                                               MailKey Corporation
                                              26 Bradmore Park Road
                                                     London
                                                    W6 ODT

January 18,2005

To:Ivan Zweig
iElement Inc.

Dear Ivan,

Re: Ivan Zweig Employment Agreement - Binding Letter of Intent

The goal of this letter is to set forth the essential terms and conditions of your Employment Agreement following
the Mailkey and I-Element, Inc. merger agreement to be consummated on January 17,2005.

The terms and conditions set forth here shall be considered binding to both parties and will survive until the
Parties reach a definitive agreement on an Employment Agreement. Both Parties to this Binding Letter of Intent
agree to work in good faith to complctc thc dcfinitive Employment Agreement within 60 days of the closing of the
merger between Mailkey Corporation ("Parent") and I-Element, Inc. ("Sub")."). This Letter of Intent replaces any
earlier letter of intent.

The Parties agree to the following terms and conditions:
1. Ivan Zweig's base salary will be paid to Krarnerica Capital Corporation and will equal $25,000 per month.
2. Title shall be Chief Executive Officer of both Parent and Sub.
3. Duties shall be all the usual duties of CEO.
4. Mr. Zwcig primary office shall bc in the Dallas, TX metropolitan area.
5. He shall receive standard benefits as provided by Sub, but in no event shall he receive less than four weeks of
vacation per year, and as revised or amended from time to time.
6. Mr. Zweig shall have all reasonable business expenses reimbursed by Sub.
7. Termination / Cessation of Services by Mr. Zweig:
a. If Mr. Zweig is terminated without cause by the Parent, Parent shall immediately pay off all Notes owed to Mr.
Zweig or his entities, shall fully vest and accelerate all outstanding unvested options, and shall pay off in full his
earned performance bonuses, shall pay all accrued vacation and other benefits.
b. If Parent terminates Ivan Zweig prior to expiration of the 48 month period for any reason other than "cause,"
then parent is obligated to:
                                                     Page 2

January 18,2005
Re: Ivan Zweig Employment Agreement - Binding Letter of Intent

i. Pay Mr. Zweig in full all Notes owed to either Ivan Zweig or Kramerica Capital Corporation,
ii. Pay Mr. Zweig within five busincss days at least 75% of thc earned bonus plan set forth by the Company
Board of Directors.
c. If Mr. Zweig is terminated for cause, Company shall pay off all of Notes and other obligations due and payable
to Mr. Zweig within 60 days.
8. The term of this Employment Agreement will be 48 months; unless an event of default pursuant to section 3.1A
of the Company loan notes issued in pursuance of the merger with iElement is declared, in which event, the
employment agreement under this letter and any subsequent binding employment agreement(s) shall be
immediately terminated with no further payment due except any base salary and expenses due up until the date of
the declaration of the event of default.
9. Mr Zweig will receive bonuses according to the following
- Months 1-12 no bonus
- Months 13 -24 $1M target bonus. This bonus will be calculated on the closing average revenue number and
EBITDA for months 22-24. The target is $15M in annualized revenue ($1,250,000 per month) with an EBITDA
target of 15%.
- Months 25-36 $2M target bonus. The target is $22.5M in actual revenue during months 25-36. with an
EBITDA of 18%.
- Months 37-48 $3M target bonus. The target is $30M in actual revenue during months 37-48, with an EBITDA
of 21%. There will be a sliding scale agreed by the company for providing partial bonuses if the performance is
less than the target, but still good. Bonus will be paid in promissory notes. Any cash payment to Mr Zweig against
the promissory notes cannot exceed 25% of EBITDA cash flow in one month.
10. During the term of this Agreement, Mailkey shall nominate Ivan Zweig for a seat on the Parent's Board of
Directors; and

//

// Intentionally Left Blank

//
                                                    Page 3

January 18,2005
Re: Ivan Zweig Employment Agreement - Binding Letter of Intent

11. Mailkey shall use its best efforts to cause I-Element to enter into an Employment Agreement with Ivan Zweig
pursuant to the essential terms and conditions of this Letter of Intent.

IN WITNESS WHEREOF, the parties have executed this Binding Letter of Intent as to the above essential
terms and conditions for an Emp1oyment Agreement between Company and Mr. Ivan Zweig as of the date first
hereinabove written.

COMPANY - MAILKEY CORPORATION

                                 /s/ Tim Dean-Smith
                                 ---------------------------------------
                                 By:     Tim Dean-Smith
                                      ----------------------------------
                                 Its:    CEO
                                      ----------------------------------




I-ELEMENT, INC.

                                 /s/ Ivan Zweig
                                 ---------------------------------------
                                 By:     Ivan Zweig
                                      ----------------------------------
                                 Its:    CEO
                                      ----------------------------------




KRAMERICA CAPITAL CORPORATION, a Nevada corporation

                                 /s/ Ivan Zweig
                                 ---------------------------------------
                                 By:     Ivan Zweig
                                      ----------------------------------
                                 Its:    CEO
                                      ----------------------------------




IVAN ZWEIG, as an individual

                                 /s/ Ivan Zweig
                                 ---------------------------------------
                                 By:     Ivan Zweig
                                      ----------------------------------
                                 Its:    CEO
                                      ----------------------------------
EXHIBIT 10.2

                                                   WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE
UNDER THE ACT OR
(2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT
RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.

                          Warrant To Purchase 250,000 Shares of Common Stock

            IELEMENT CORPORATION SUCCESSOR TO MAILKEY CORPORATION

Date of Issuance: ____________________, 200

No. _______

THIS CERTIFIES that, for value received, ___________________________________, or its assigns (in
either case, the "Holder") is entitled to purchase, subject to the provisions of this Warrant, from IElement
Corporation, a Nevada corporation (the "Company"), at the price per share set forth in Section 9 hereof, that
number of shares of the Company's common stock (the "Common Stock") set forth in Section 8 hereof. This
Warrant is referred to herein as the "Warrant" and the shares of Common Stock issuable pursuant to the terms
hereof are sometimes referred to herein as "Warrant Shares."

1. HOLDER EXERCISE OF WARRANT. This Warrant shall only be exercisable in whole. To exercise this
Warrant in whole, the Holder shall deliver to the Company at its principal office, (a) a written notice, in
substantially the form of the exercise notice attached hereto as EXHIBIT A (the "Exercise Notice"), of the
Holder's election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to
be purchased, (b) a check (or wire transfer of funds) in the amount of the aggregate exercise price for the
Warrant Shares being purchased, and (c) this Warrant. The Company shall as promptly as practicable, and in
any event within twenty (20) days after delivery to the Company of (i) the Exercise Notice, (ii) the check (or wire
transfer of funds) mentioned above, and (iii) this Warrant, execute and deliver or cause to be executed and
delivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares
of Common Stock specified in such notice, provided this Warrant has vested on or prior to

                                                         1
the date such notice is delivered. Each certificate representing Warrant Shares shall bear the legend or legends
required by applicable securities laws as well as such other legend(s) the Company requires to be included on
certificates for its Common Stock. The Company shall pay all expenses and other charges payable in connection
with the preparation, issuance and delivery of such stock certificates except that, in case such stock certificates
shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer
taxes that are payable upon the issuance of such stock certificate or certificates shall be paid by the Holder at the
time of delivering the Exercise Notice. All shares of Common Stock issued upon the exercise of this Warrant
shall be validly issued, fully paid, and nonassessable.

The Warrant shall expire on December 31, 2007 (the "Expiration Date"). The Investor may exercise the warrant
at any time prior to the Expiration Date. The Company has no restriction on the sale or transfer of the Warrant or
Warrant Shares; HOWEVER, the Investor is required to comply with all state and U. S. laws and regulations
relating to security sales and transfers.

2. REGISTRATION RIGHTS. The Company agrees not to file a registration statement with the SEC, other than
on Form 10, Form S-4 (except for a public reoffering or resale) or Form S-8 without first having registered (or
simultaneous registering) the Common Stock or Warrant Shares.

3. RESERVATION OF SHARES. The Company hereby covenants that at all times during the term of this
Warrant there shall be reserved for issuance such number of shares of its Common Stock as shall be required to
be issued upon exercise of this Warrant.

4. FRACTIONAL SHARES. This Warrant may be exercised only for a whole number of shares of Common
Stock, and no fractional shares or scrip representing fractional shares shall be issuable upon the exercise of this
Warrant.

5. TRANSFER OF WARRANT AND WARRANT SHARES. The Holder may sell, pledge, hypothecate, or
otherwise transfer this Warrant, in whole, in accordance with and subject to the terms and conditions set forth in
the Subscription Agreement and then only if such sale, pledge, hypothecation, or transfer is made in compliance
with the act or pursuant to an available exemption from registration under the act relating to the disposition of
securities, and is made in accordance with applicable state securities laws.

6. LOSS OF WARRANT. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, or
destruction of this Warrant, and of indemnification satisfactory to it, or upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new warrant of like tenor.

7. RIGHTS OF THE HOLDER. No provision of this Warrant shall be construed as conferring upon the Holder
the right to vote, consent, receive dividends or receive notice other than as expressly provided herein. Prior to
exercise, no provision hereof, in the absence of affirmative action by the Holder to exercise this Warrant, and no
enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the holder for the
purchase price of any warrant shares or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

                                                          2
8. NUMBER OF WARRANT SHARES. This Warrant shall be exercisable for two hundred fifty thousand
(250,000) shares of the Company's Common Stock, as adjusted in accordance with this Agreement.

9. EXERCISE PRICE; ADJUSTMENT OF WARRANTS.

a. DETERMINATION OF EXERCISE PRICE. The per share purchase price (the "Exercise Price") for each of
the Warrant Shares purchasable under this Warrant shall be equal to Ten Cents ($0.10).

b. ADJUSTMENT FOR MERGERS OR REORGANIZATION, ETC. In case of any consolidation or merger
of the Company with or into another corporation or the conveyance of all or substantially all of the assets of the
Company to another corporation, this Warrant shall be exercisable into the number of shares of stock or other
securities or property to which a holder of the number of shares of Common Stock of the Company deliverable
upon exercise of this Warrant would have been entitled upon such consolidation, merger or conveyance; and, in
any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made
in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of
this Warrant, to the end that the provisions set forth herein shall thereafter be applicable, as nearly as reasonable
may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of this
Warrant.

c. NO IMPAIRMENT. THE COMPANY WILL NOT, THROUGH ANY REORGANIZATION,
TRANSFER OF ASSETS, CONSOLIDATION, MERGER, DISSOLUTION, ISSUE OR SALE OF
SECURITIES OR ANY OTHER VOLUNTARY ACTION, AVOID OR SEEK TO AVOID THE
OBSERVANCE OR PERFORMANCE OF ANY OF THE TERMS TO BE OBSERVED OR
PERFORMED HEREUNDER BY THE COMPANY, BUT WILL AT ALL TIMES IN GOOD FAITH
ASSIST IN THE CARRYING OUT OF ALL THE PROVISIONS OF THIS SECTION AND IN THE
TAKING OF ALL SUCH ACTION AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO
PROTECT THE EXERCISE RIGHTS OF THE HOLDER OF THIS WARRANT AGAINST
IMPAIRMENT.

d. ISSUE TAXES. The Company shall pay issue taxes that may be payable in respect of any issue or delivery of
shares of Common Stock on exercise of this Warrant, in whole; provided, however, that the Company shall not
be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any
such exercise.

e. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Company shall at all times reserve
and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting
the exercise of this Warrant, such number of its shares of common stock as shall from time to time be sufficient to
effect the exercise of this Warrant; and if at any time the number of authorized but unissued shares of common
stock shall not be sufficient to effect the exercise of this Warrant, the Company will take all appropriate corporate
action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of
common stock to such number of shares as shall be sufficient for such purpose.

                                                           3
10. CERTAIN DISTRIBUTIONS. In case the Company shall, at any time, prior to the Expiration Date, declare
any distribution of its assets to holders of its common stock as a partial liquidation, distribution or by way of
return of capital, other than as a dividend payable out of earnings or any surplus legally available for dividends,
then the Holder shall be entitled, upon the proper exercise of this Warrant in whole prior to the effecting of such
declaration, to receive, in addition to the shares of common stock issuable on such exercise, the amount of such
assets (or at the option of the Company a sum equal to the value thereof at the time of such distribution to holders
of common stock as such value is determined by the Board of Directors of the Company in good faith), which
would have been payable to the Holder had it been a holder of record of such shares of common stock on the
record date for the determination of those holders of Common Stock entitled to such distribution.

11. DISSOLUTION OR LIQUIDATION. In case the Company shall, at any time prior to the Expiration Date,
dissolve, liquidate or wind up its affairs, the Holder shall be entitled, upon the proper exercise of this Warrant in
whole and prior to any distribution associated with such dissolution, liquidation, or winding up, to receive on such
exercise, in lieu of the shares of Common Stock to which the Holder would have been entitled, the same kind and
amount of assets as would have been distributed or paid to the Holder upon any such dissolution, liquidation or
winding up, with respect to such shares of Common Stock had the Holder been a holder of record of such share
of Common Stock on the record date for the determination of those holders of Common Stock entitled to
receive any such dissolution, liquidation, or winding up distribution.

12. RECLASSIFICATION OR REORGANIZATION. In case of any reclassification, capital reorganization or
other change of outstanding shares of common stock of the Company (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of an issuance of common stock by
way of dividend or other distribution or of a subdivision or combination), the Company shall cause effective
provision to be made so that the Holder shall have the right thereafter by exercising this Warrant, IN
ACCORDANCE WITH THE Unit Subscription Agreement, to purchase the kind and amount of shares of stock
and other securities and PROPERTY RECEIVABLE UPON SUCH RECLASSIFICATION, CAPITAL
REORGANIZATION OR OTHER CHANGE, BY A HOLDER OF THE PROPORTIONAL EQUITY
OWNERSHIP IN COMMON STOCK WHICH MIGHT HAVE BEEN PURCHASED UPON EXERCISE
OF THIS WARRANT IMMEDIATELY PRIOR TO SUCH RECLASSIFICATION OR CHANGE. ANY
SUCH PROVISION SHALL INCLUDE PROVISION FOR ADJUSTMENTS WHICH SHALL BE AS
NEARLY EQUIVALENT AS MAY BE PRACTICABLE TO THE ADJUSTMENTS PROVIDED FOR IN
THIS WARRANT. THE FOREGOING PROVISIONS OF THIS
SECTION 12 SHALL SIMILARLY APPLY TO SUCCESSIVE RECLASSIFICATIONS, CAPITAL
REORGANIZATIONS AND CHANGES OF SHARES OF COMMON STOCK. IN THE EVENT THAT
IN ANY SUCH CAPITAL REORGANIZATION, RECLASSIFICATION, OR OTHER CHANGE,
ADDITIONAL SHARES OF COMMON STOCK SHALL BE ISSUED IN EXCHANGE, CONVERSION,
SUBSTITUTION OR PAYMENT, IN WHOLE, FOR OR OF A SECURITY OF THE COMPANY
OTHER THAN COMMON STOCK, ANY AMOUNT OF THE CONSIDERATION RECEIVED UPON
THE ISSUE THEREOF BEING DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY
SHALL BE FINAL AND BINDING ON THE HOLDER.

                                                         4
13. MISCELLANEOUS.

a. SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement shall inure to the benefit of,
and be binding upon, the respective successors and assigns of the parties, except to the extent otherwise
provided herein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than
the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.

b. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada without regard to the principles of conflict of laws thereof.

c. COUNTERPARTS; DELIVERY BY FACSIMILE. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Delivery of this Agreement may be effected by facsimile.

d. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this Agreement.

e. NOTICES. Unless otherwise provided, any notice required or permitted hereunder shall be given by personal
service upon the party to be notified, by nationwide overnight delivery service or upon deposit with the United
States Post Office, by certified mail, return receipt requested and: (i) if to the Company, addressed to IElement
Corporation., 17194 Preston Road, Suite 102 PMB 341, Dallas, TX 75248, or at such other address as the
Company may designate by notice to each of the Investors in accordance with the provisions of this Section; and
(ii) if to the Warrant holder, at the address indicated on the signature page hereof, or at such other addresses as
such Holder may designate by notice to the Company in accordance with the provisions of this Section.

f. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular instance and either prospectively or
retroactively), only with the written consent of the Company and a majority in interest of the Holders.

g. ENTIRE AGREEMENT. This Agreement, the Memorandum (including the exhibits and schedules thereto) by
and between the Company and the Holder, constitute the entire agreement among the parties hereto with respect
to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties hereto.

                                                          5
IN WITNESS WHEREOF, the undersigned hereby sets is hand and seal this:

___________ day of _________________, 200 .

IElement Corporation.

By: ____________________________________ Name: Ivan Zweig
Title: Chief Executive Officer

Investor Name: _____________________________________

Investor Address: __________________________________



                                                  6
                                           WARRANT EXHIBIT A

                                           NOTICE OF EXERCISE

                                (To be signed only upon exercise of the Warrant)

TO: I Element Corporation, successor to Mailkey Corporation.

The undersigned hereby irrevocably elects to exercise the purchase rights represented by the Warrant granted to
the undersigned on ______________________, 200 and to purchase thereunder ______________* shares of
Common Stock of IElement Corporation. (the "Company") and herewith encloses either payment of
$__________________________________ or instructions regarding the manner of exercise permitted under
Section 1 of the Warrant, in full payment of the purchase price of such shares being purchased.

Dated: ______________________________


(Signature must conform in all respects to name of holder as specified on the face of the Warrant)


(Please Print Name)


(Address)

* Insert here the number of shares being exercised, without making any adjustment for additional Common Stock
of the Company nor accounting for recapitalization or reorganization of the Company following the original date
of the Unit Subscription Agreement, other securities or property which, pursuant to the adjustment provisions of
the Warrant, may be deliverable upon exercise.

                                                        7
                                          WARRANT EXHIBIT B

(To be used by IElement Corporation. to give notice to Warrant Holders of CALL to exercise the Warrant)

                                             NOTICE OF CALL

To: The Holder of IElement Corporation Warrant.

Name: _______________________________________________


                                           (name of Warrant Holder)

Address:____________________________________________




Notice is hereby given to you that IElement Corporation. (the "Company") hereby elects to exercise its "call"
option to sell shares of common stock ("Common Stock") of the Company to you, the Investor, as of the
Warrant Call Date, at the Exercise Price and for the number of shares written below, all pursuant to that certain
Subscription Agreement and Warrant by and between the Company and you. You are required to exercise your
right to purchase common shares of the Company within the time and for the price per share as stated in the said
Warrant or you will lose your right to purchase Company common shares on the terms and conditions as stated
in said Warrant.

Call Date:__________________________________________

Intended Number of Shares:__________________________

Share Dollar Amount:________________________________

Price Per Share: $0.10

IElement Corporation.

By:__________________________________ Dated this __ day of _________ 200__.
Name:_____________________________
Title:____________________________

                                                        8
EXHIBIT 10.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN
TAKEN FOR INVESTMENT PURPOSES ONLY. IT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER
APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO
BORROWER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

$_______ ______ 2006

                                  AMENDED AND RESTATED
                            CONVERTIBLE SECURED PROMISSORY NOTE

THIS AMENDED AND RESTATED CONVERTIBLE SECURED PROMISSORY NOTE ("Note") is
hereby issued by IElement Corporation, a Nevada corporation ("Borrower") to _________________
("Lender"). This Note amends and restates in its entirety that certain Secured Promissory Note dated
___________, 2005 in the principal amount of $___________ (the "Original Note")

FOR VALUE RECEIVED, Borrower hereby unconditionally promises to pay on demand to the order of Lender
in lawful money of the United States of America and in immediately available funds, the aggregate principal sum
of up to $__________ or, if less, the aggregate principal amount of the borrowing outstanding (the "Principal
Amount") together with accrued and unpaid interest thereon, in the manner set forth herein. Borrower further
agrees to pay interest on the Principal Amount at the rate per annum equal to ____ %. The parties hereto
acknowledge and agree that neither party has defaulted on the terms of the Original Note and that they have
exchanged new consideration in connection with the issuance of this Note.

Interest shall be calculated from and including the date of this Note to but not including the date such Principal
Amount has been repaid in full. Interest shall be calculated on the basis of a 365-day or 366-day year, as the
case may be, for the actual number of days elapsed and shall be paid together with the outstanding Principal
Amount, as provided in Section 1 of this Note.
1. Repayment.

(a) The outstanding Principal Amount and all interest accrued thereon shall be payable by Borrower to Lender in
thirty-six (36) equal monthly installments of $__________, with the first payment due and payable on
_________ 2006 and the remaining thirty-five (35) installments due on the same day of each consecutive month
thereafter until paid in full.

(b) Borrower may at any time and from time to time prepay the Principal Amount, in whole or in part, without
premium or penalty.

2. Security Agreement.

This Note is entitled to the benefit of that certain Security Agreement, dated as of __________, 200__, between
Lender and Borrower (the "Security Agreement"), pursuant to which Lender is granted a first priority security
interest in the Collateral (as such term is defined in the Security Agreement). This Note shall be subject to the
terms and conditions set forth in such Security Agreement.

3. Place of Payment; Application of Payments.

All amounts payable hereunder shall be payable to Lender in United States dollars at such bank account as shall
be designated by Lender in the Demand Notice in immediately available funds. Payment on this Note shall be
applied first to any expenses of collection, then to accrued interest, and thereafter to the outstanding principal
balance hereof.

4. Default.

The occurrence of any of the following events is an Event of Default ("Event of Default"):

(a) Failure To Pay Principal, Interest Or Other Fees. The Borrower fails to pay any installment of principal,
interest or other fees hereon PROVIDED, HOWEVER, the Borrower shall have ten (10) days to cure any such
failure.

(b) Breach Of Covenant. The Borrower breaches any covenant or other term or condition of this Note in any
material respect and such breach, if subject to cure, continues for a period of thirty (30) days after the occurrence
thereof.

                                                         2
(c) Breach Of Representations And Warranties. Any material representation or warranty of the Borrower made
herein, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith
shall be false or misleading; provided, however, the Borrower shall have thirty (30) business days to cure such
failure.

(d) Receiver Or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or
such a receiver or trustee shall otherwise be appointed.

(e) Judgments. Any money judgment, writ or similar final process shall be entered or filed against the Borrower or
any of its property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed
for a period of ninety (90) days.

(f) Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief
under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower;
provided, however, that where such action is instituted against the Borrower but is dismissed within thirty (30)
days after the filing of such petition, this provision shall not apply to such action.

(g) Stop Trade. An SEC stop trade order or trading suspension of the Common Stock for five (5) consecutive
trading days or five (5) days during a period of 10 consecutive trading days, excluding in all cases a suspension of
all trading on an exchange.

(h) Default Under Related Agreement. The occurrence of an Event of Default under and as defined in the
Security Agreement.

5. Default Payment.

(a) Payment. If an Event of Default occurs, the Lender, at its option, may elect, in addition to all rights and
remedies of Lender under the Security Agreement and all obligations of Borrower under the Security Agreement,
to require the Borrower to make a Default Payment ("Default Payment"). The Default Payment shall be 105% of
the outstanding principal amount of the Note, plus accrued but unpaid interest, all other fees then remaining
unpaid, and all other amounts payable hereunder. The Default Payment shall be applied first to any fees due and
payable

                                                           3
to the Lender, then to accrued and unpaid interest due on the Note and then to the principal balance of the Note.

(b) Payment Date and Default Notice. The Default Payment shall be due and payable on the fifteenth (15th)
calendar day after the date written notice is sent from the Lender to the Borrower of an Event of Default as
defined in Section 4 ("Default Payment Date"). The period between the date of the written notice from the Lender
to the Borrower of an Event of Default and the Default Payment Date shall be the "Default Notice Period." If
during the Default Notice Period, the Borrower cures the Event of Default, the Event of Default will no longer
exist and any rights the Lender had pertaining to the Event of Default will no longer exist. If the Event of Default is
not cured during the Default Notice Period, all amounts payable hereunder shall be due and payable on the
Default Payment Date, all without further demand, presentment or notice, or grace period, all of which hereby are
expressly waived.

(c) Cumulative Remedies. The remedies under this Note shall be cumulative.

6. Conversion.

(a) Mechanics of Conversion. At any time from the date hereof, Lender may at its option elect to convert all (but
not less than all) of the outstanding Principal Amount and unpaid accrued interest thereon as of such date into
shares of the Borrower's Common Stock, $0.001 par value per share in accordance with this Section 6. The
Lender shall give at least 15 days prior notice to Borrower of the date on which such conversion is to be
effectuated (such date, the "Conversion Date"). The number of shares of Common Stock to which Lender shall
be entitled upon such conversion shall be determined by dividing (x) the outstanding Principal Amount and unpaid
accrued interest thereon as of the Conversion Date by $0.035 (the "Conversion Price")

On the Conversion Date, the outstanding Principal Amount and unpaid accrued interest thereon shall be
converted automatically into the Common Stock without further action by the Lender and whether or not this
Note has been surrendered to Borrower or its transfer agent, and Lender shall be deemed to be the shareholder
of record as of the Conversion Date with respect to the Common Stock. Within fourteen (14) days subsequent
to the Conversion Date Lender shall surrender this Note to Borrower or its transfer agent, duly marked cancelled
and, in exchange therefor, Lender shall receive from Borrower share certificates evidencing

                                                          4
the Common Stock in the name or names in which Lender wishes such certificate or certificates to be issued. If
within fourteen (14) days of the Conversion Date, Lender is unable to deliver this Note, Lender shall notify
Borrower or its transfer agent that such Note has been lost, stolen or destroyed and shall deliver to Borrower an
acknowledgement that the obligations evidenced by this Note, shall have been upon the Conversion Date be
deemed fully satisfied, and, if requested by Borrower, Lender shall execute an agreement reasonably satisfactory
to Borrower to indemnify Borrower from any loss incurred by it in connection with inability of Lender to deliver
such Note.

(b) Issue Taxes. Borrower shall pay any and all stamp, issue and other taxes that may be payable in respect of
the issuance or delivery of the Common Stock.

(c) Reservation of Stock Issuable Upon Conversion. Upon any automatic conversion pursuant to Section 6(a)
above, Borrower will take all corporate action as may be necessary to increase its authorized but unissued shares
of Common Stock Common Stock, as the case may be, to such number of shares as shall be sufficient to effect
the conversion of this Note under
Section 6(a) above, including, without limitation, obtaining the requisite stockholder approval of any necessary
amendment to Borrower's certificate of incorporation.

(d) Fractional Shares. No fractional shares shall be issued upon the conversion of this Note into Common Stock.
If the conversion would result in the issuance of a fraction of a share of Common Stock, Borrower shall, in lieu of
issuing any fractional share, pay Lender who is otherwise entitled to such fraction a sum in cash equal to the fair
market value of such fraction on the Conversion Date, with respect to the Common Stock (in each case as
determined in good faith by the Board of Directors of Borrower and agreed to by Lender).

(e) Adjustment Provisions. The Conversion Price and number and kind of shares or other securities to be issued
upon conversion determined herein, shall be subject to adjustment from time to time upon the happening of
certain events while this conversion right remains outstanding, as follows:

(i) Reclassification, Etc. If the Borrower at any time shall, by reclassification or otherwise, change the Common
Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid
Principal Amount and accrued interest thereon, shall thereafter be deemed to evidence

                                                         5
the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as
the result of such change with respect to the Common Stock immediately prior to such reclassification or other
change.

(ii) Stock Splits, Combinations And Dividends. If the shares of Common Stock are subdivided or combined into
a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares
of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or
stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio
which the total number of shares of Common Stock outstanding immediately after such event bears to the total
number of shares of Common Stock outstanding immediately prior to such event.

(iii) Share Issuances. Subject to the provisions of this
Section 6, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount
issue any shares of Common Stock to a person other than the Lender (otherwise than (1) pursuant to
Subsections i or ii above or this subsection e; (2) pursuant to options, warrants, or other obligations to issue
shares outstanding on the date hereof as disclosed to Lender in writing; (3) pursuant to options that may be
issued under any employee incentive stock option and/or any qualified stock option plan adopted by the
Borrower for a consideration per share (the "Offer Price") less than the Conversion Price in effect at the time of
such issuance, then the Conversion Price shall be immediately reset to such lower Offer Price; or (4) pursuant to
any agreement entered into by the Borrower or any of its subsidiaries for the acquisition of another business
(whether by stock purchase or asset purchase, merger or otherwise; or (5) for services rendered by consultants;
((1), (2), (3)
(4) and (5) above, are hereinafter referred to as the "Excluded Issuances")). For purposes hereof, the issuance of
any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an
adjustment to the Conversion Price only upon the conversion, exercise or exchange of such securities.

(iv) Computation Of Consideration. For purposes of any computation respecting consideration received pursuant
to Subsection iii above, the following shall apply:

(a) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such
cash, provided that in no case shall any deduction be made

                                                        6
for any commissions, discounts or other expenses incurred by the Borrower for any underwriting of the issue or
otherwise in connection therewith;

(b) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash,
the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith
by the Board of Directors of the Borrower (irrespective of the accounting treatment thereof); and

(c) in the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the
aggregate consideration received therefor shall be deemed to be the consideration received by the Borrower for
the issuance of such securities plus the additional minimum consideration, if any, to be received by the Borrower
upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as
provided in clauses (a) and (b) of this Subsection iv).

7. Waiver.

Except as otherwise provided herein, Borrower waives presentment and written demand for payment, notice of
dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including,
without limitation, reasonable attorneys' fees, costs and other expenses.
BORROWER WAIVES ITS RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY CLAIMS
ARISING UNDER THIS NOTE TO THE FULLEST EXTENT PERMITTED BY LAW. The right to plead
any and all statutes of limitations as a defense to any demands hereunder is hereby waived to the fullest extent
permitted by law.

8. Expenses; Attorney's Fees; Collection Costs.

Borrower agrees that it will pay the reasonable costs and expenses of the parties (including legal and accounting
fees) in connection with this Note. Without limiting the foregoing, if there has been an Event of Default by
Borrower hereunder, Lender shall be entitled to receive and Borrower agrees to pay all costs of enforcement and
collection incurred by Lender, including, without limitation, reasonable attorney's fees relating thereto.

                                                          7
9. Successors and Assigns; Assignment.

The provisions of this Note shall inure to the benefit of and be binding on any successor to Borrower and shall
extend to any holder hereof. Borrower may assign this Note to any of its affiliates.

10. Further Assurances.

Borrower shall, at any time and from time to time, upon the written request of Lender, execute and deliver to
Lender such further documents and instruments (including, without limitation, financing statements in connection
with Lender's security interest granted hereby) and do such other acts and things as Lender may reasonably
request in order to effectuate fully the purpose and intent of this Note.

BORROWER

IELEMENT CORPORATION

By:_______________________
Name:_____________________
Title:____________________

                                                        8
EXHIBIT 10.4

              INTEGRATED COMMUNICATIONS CONSULTANTS CORPORATION
                          MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT is made and entered into effective as of 3/1/2003 (the "Effective
Date") between Integrated Communications Consultants Corporation, a Delaware limited liability company
("Supplier"), and IElement, Inc., a Nevada corporation ("Customer").

WHEREAS, Supplier operates telecommunications network facilities; and

WHEREAS, Customer desires to have Supplier provide telecommunications Services to Customer on Supplier's
network facilities; and

WHEREAS, Supplier desires to provide such Services to Customer on the terms and subject to the conditions
set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Supplier and
Customer agree as follows:

1. DEFINITIONS AND ATTACHMENTS.

A. ATTACHMENTS AND EXHIBITS. The following documents are incorporated into and made a part of this
Agreement:

1) the document entitled "ACCESS TRANSPORT SERVICES - SERVICE DESCRIPTIONS" which is
attached hereto and identified as Attachment 1;

2) the document entitled "ORDERING AND BILLING PROCEDURES" which is attached hereto and identified
as Attachment 2;

3) the document entitled "TECHNICAL SPECIFICATIONS" which is attached hereto and identified as
Attachment 3;

4) the document entitled "TROUBLE REPORTING/MAINTENANCE AND REPAIR" which is attached
hereto and identified as Attachment 4;

5) the document entitled "GENERAL PROVISIONS" which is attached hereto and identified as Attachment 5;

6) the document entitled "ADDITIONAL TERMS AND CONDITIONS" which is attached hereto and
identified as Attachment 6; and

7) the Exhibits which are attached hereto and referred to herein.

                                                        2
B. DEFINITIONS. Terms used in this Agreement shall have normal or common meanings ascribed to them in
the telecommunications industry, unless specifically defined otherwise herein. Certain terms are defined in
Attachment
1. For purpose of this Agreement, the following terms shall have the following meanings (terms defined in the
singular shall have the same meanings in the plural and vice versa):

ACCESS TRANSPORT SERVICES. "Access Transport Services" shall mean dedicated, Point to Point access
transport services, as described in Attachment 1, provided by Supplier to Customer pursuant to Firm Order
Confirmations under this Agreement.

ADDITIONAL SERVICES. "Additional Services" shall mean telecommunications capacity services and/or
related services which may be provided by Supplier to Customer but are outside the Access Transport Service
offerings described in Attachment 1, subject to mutually agreed upon terms and conditions.

AGREEMENT. "Agreement' shall mean this Master Services Agreement, together with the Attachments and
Exhibits hereto and all Market Service Orders accepted by Supplier pursuant to Firm Order Confirmations; the
words "herein", "hereof", "hereunder" and other words of similar import when used in this Agreement shall refer to
this Agreement as a whole, and not to any particular section or other portion of this Agreement.

CHRONIC TROUBLE OUTAGE. "Chronic Trouble Outage" shall have the meaning set forth in Section 11.B.

EFFECTIVE DATE. "Effective Date" shall have the meaning set forth in the introductory paragraph of this
Agreement.

END USER. "End User" shall mean one of Customer's subscribers or customers to whom Customer will provide
telecommunications services utilizing, in part, Services provided by Supplier to Customer.

FCC. "FCC" shall mean the Federal Communications Commission of the United States of America or any other
federal agency that succeeds to the responsibilities and authority of the Federal Communications Commission.

FIRM ORDER CONFIRMATION. "Firm Order Confirmation" shall have the meaning set forth under the
caption "Ordering Procedures" on Attachment 2.

FORCE MAJEURE EVENT. "Force Majeure Event" shall have the meaning set forth in paragraph 6 of
Attachment 5.

MARKET SERVICE ORDER. "Market Service Order" shall have the meaning set forth under the caption
"Ordering Procedures" on Attachment 2.

NON-RECURRING CHARGE. "Non-Recurring Charge" shall mean, with respect to any Service, the amount
that is due and payable by Customer to Supplier as a single charge upon the commencement of Supplier
providing such Service to Customer.

                                                        3
PLANNED SERVICE OUTAGE. "Planned Service Outage" shall mean a complete loss of transmit or receive
capability occurring on Supplier's network, caused by scheduled maintenance or planned enhancements or
upgrades to either party's network.

POINT OF DEMARCATION. "Point of Demarcation" shall mean the interface (Customer provided DSX jack
or other mutually acceptable equipment) between Supplier's Equipment and Customer's equipment located at the
point at which common carriers terminate communications cabling in a building or local exchange carrier central
office (LEC CO).

POINT OF PRESENCE OR POP. "Point of Presence" or "POP" shall mean a specific location where Customer
originates and/or terminates its telecommunications service.

RECURRING CHARGE. "Recurring Charge" shall mean, with respect to any Service, the amount that is due
and payable by Customer to Supplier for each month (or portion thereof) that such Service is provided to
Customer.

SERVICE DATE. "Service Date" shall mean, with respect to any Service provided by Supplier to Customer, the
later of (i) the date Supplier notifies Customer that the Service has been installed, tested, and is available for
Customer's use, and (ii) the date specified in or accepted by the Firm Order Confirmation for such Service, as
modified pursuant to
Section 3.B and the provisions set forth under the caption "Billing and Payment" on Attachment 2.

SERVICE OUTAGE. "Service Outage" shall mean a complete loss of transmit or receive capability occurring on
Supplier's network relating to Service being provided to Customer, excluding: (i) Planned Service Outages; and
(ii) periods of loss due to any FORCE MAJEURE Events.

SERVICE TERM. "Service Term" shall have the meaning set forth in
Section 3.C.

SERVICES. "Services" shall mean Access Transport Services and Additional Services, collectively.

Supplier's Equipment. "Supplier's Equipment" shall mean the telecommunications equipment, cabling or facilities
installed, tested, operated and controlled by Supplier that are necessary or appropriate for the Services, up to the
Point of Demarcation.

SUPPLIER'S PROVIDERS. "Supplier's Providers" shall have the meaning set forth in paragraph 8 of
Attachment 5.

2. SERVICES; CREDIT REQUIREMENTS; AUTHORIZATION.

A. ACCESS TRANSPORT SERVICES.Supplier shall provide to Customer the Services identified in each
Market Service Order that is accepted by Supplier pursuant to a Firm Order Confirmation subject to the terms
and conditions of such Firm Order Confirmation and this Agreement, all as more fully set forth in Attachment 2.
Access Transport Services shall include normal installation, maintenance, inspection, repair and testing associated
therewith as provided for herein.

                                                         3
B. ADDITIONAL SERVICES. In addition to Access Transport Services, Customer may request Additional
Services from Supplier. Any such request shall be subject to availability and Supplier's capability to provide such
services as determined by Supplier in Supplier's sole discretion. Within thirty (30) days after receiving such
written request, Supplier shall notify Customer whether the Additional Services are available and, if they are,
Supplier's recurring and non-recurring charges for such Additional Services and any necessary terms and
conditions pertaining to such Additional Services.

C. CREDIT SUPPORT. In evaluating requests for Services and at such other times during the term of this
Agreement as Supplier may determine in its sole discretion, Supplier may perform a credit review of Customer.
Such credit review may be based on Customer's overall financial condition and such other credit or financial
considerations as Supplier may determine in its sole discretion. In order to perform such a credit review,
Customer shall provide to Supplier Customer's most recent audited financial statements (to include a balance
sheet, income statement, statement of cash flow, and their accompanying notes) and any other credit or financial
materials or information requested by Supplier in its sole discretion. Based on this credit review, Supplier may
agree to proceed with any Service without any further credit support, or may require Customer to provide
additional credit support in one or more of the following forms:

1) an irrevocable standby letter of credit in a format, from a financial institution and in an amount acceptable to
Supplier in its sole discretion;

2) a cash deposit in an amount Supplier may determine in its sole discretion which Supplier may utilize at any time
in its sole discretion as payment of any amount that is due and payable by Customer pursuant to this Agreement
(and if all or any portion of such deposit is so used by Supplier, Customer shall promptly pay to Supplier the
amount so used which Supplier will hold as a part of the deposit provided pursuant to this paragraph);

3) a guaranty of Customer's obligations under this Agreement in a format, in an amount and from a guarantor
acceptable to Supplier in its sole discretion (in order for Supplier to analyze whether such guarantor is
acceptable, Supplier may request from Customer, and Customer shall provide or cause to be provided, the same
types of credit and financial information relating to such guarantor as Supplier may request of Customer pursuant
to this Section); or

4) an alternative form of security acceptable to Supplier in its sole discretion.

Any failure of Customer to provide the materials, information or credit support required pursuant to this Section
2.C within thirty (90) days after Supplier makes a request or demand for the same shall constitute a material
breach of this Agreement. Supplier may require the credit support described in clauses (1)

                                                           4
through (4) above without requesting or performing a credit review of Customer if (i) Customer fails to make any
payment due hereunder by the due date specified herein, (ii) Customer defaults under any other provision of this
Agreement, or (iii) Customer becomes subject to any of the events or conditions described in clause (1) of
Section 12.A.

D. AUTHORIZATION. Customer represents and warrants to Supplier, as of the Effective Date and on each
date that Customer delivers to Supplier a Market Service Order, that (i) Customer is duly organized, validly
existing and in good standing under the laws of its state of formation or organization and in each state where the
Services are or will be obtained and has all necessary power and authority to enter into and perform this
Agreement and acquire such Services, and (ii) the execution, delivery and performance of this Agreement,
including without limitation, each Market Service Order or Firm Order Confirmation to be delivered or executed
by Customer, have been or will be duly authorized by all necessary action on the part of Customer. Customer
agrees that Supplier may, at any time and from time to time in connection with any request by Customer for
Services, require that Customer provide to Supplier certification, in a form satisfactory to Supplier and from a
duly authorized officer or agent of Customer acceptable to Supplier, that (i) the person or persons signing or
delivering this Agreement or any Market Service Order or Firm Order Confirmation on behalf of Customer are
duly authorized to take such actions, and (ii) the signatures of such duly authorized persons on any part of this
Agreement are their true and correct signatures. Supplier shall not be required to commence any actions with
respect to the provision of any Services unless and until any request for such certification is received by Supplier.
Supplier may rely on any such certification until notified by Customer to the contrary. Notwithstanding the
foregoing, Supplier shall not be required to make any inquiry into the authority of or validity of any actions taken
by any person executing or delivering this Agreement or any Market Service Order or Firm Order Confirmation
on behalf of Customer if Supplier reasonably believes that such person has the authority to take such actions.

3. INSTALLATION; SERVICE DATE; TERM AND TERMINATION OF SERVICE.

A. TESTING. Upon completion of installation or connection of facilities and/or equipment necessary for the
provision of each Service to be provided to Customer, Supplier shall conduct appropriate tests to demonstrate
that the Service meets the applicable specifications set forth in Attachment 3. Upon successful completion of such
tests, Supplier shall notify Customer that such Service is available for use.

B. SERVICE DATE. Supplier shall use commercially reasonable efforts to provide each Service ordered and
accepted pursuant to a Firm Order Confirmation by no later than the date specified in or accepted by such Firm
Order Confirmation. Supplier's standard provisioning intervals for Services are listed in the applicable Service
schedule, and the scheduled Service Date specified in a Firm Order Confirmation shall in no event be prior to
expiration of the applicable interval. Customer may request that such Service be made available prior to such
specified date, in which event Supplier shall use reasonable efforts to make such Service available by the date
requested, but Supplier shall not be responsible or in any way penalized or liable for its failure to do so. Customer
may request that such Service be delayed by up to thirty (30) days after such specified date, as set forth in
Attachment 2 under the caption "Billing and Payment." If Supplier fails to provide the Service by the date
specified pursuant to the applicable Firm Order Confirmation and such failure is not due to (i) any FORCE
MAJEURE Event, (ii) any failure of Customer to comply

                                                          5
with the terms of this Agreement, or (iii) any fault or negligent act or omission of Customer, any End User or any
other party, then Customer shall not be required to pay the Non-Recurring Charge with respect to such Service.
Customer's relief from paying such Non-Recurring Charge shall be the sole and exclusive remedy of Customer in
the event of such failure by Supplier to provide such Service by such date, and under no circumstances shall such
failure be deemed a default under this Agreement.

C. SERVICE TERM. Each Service accepted by Supplier pursuant to a Firm Order Confirmation shall remain in
effect from the Service Date for such Service until the end of the term established for such Service pursuant to
such Firm Order Confirmation (the "Service Term"). The Service Term with respect to any Service from ICCC
to IElement is to be established as "Month to Month," and such Service shall continue in effect until the end of the
month during which this Agreement is terminated unless (i) Customer notifies Supplier that Customer desires to
terminate such Service prior to such time, which notice must be delivered to Supplier at least one month prior to
the effective date of such termination, or
(ii) such Service is otherwise terminated pursuant to the terms of this Agreement.

D. EARLY TERMINATION. If Customer desires to terminate any Service after the Service Date for such
Service and prior to the expiration of the Service Term, Customer may do so by providing notification thereof to
Supplier at least thirty (30) calendar days in advance of such termination. In the event of any such termination of a
Service, Customer shall pay to Supplier, prior to the effective date of such termination, all current and past due
balances owed to Supplier for services provided through the effective date of such termination, less any deposits
held by Supplier. Notwithstanding the foregoing, Customer shall have no liability to Supplier for early termination
of any Service if (i) Customer and Supplier mutually agree upon the terms of new Service to be provided by
Supplier to Customer pursuant to this Agreement in replacement of or substitution for such terminated Service,
(ii) Customer terminates this Agreement upon a material default by Supplier as set forth in Section 12 or
(iii) Supplier terminates such Service as a result to a change to this Agreement objected to by Customer as
contemplated in paragraph 16 of Attachment 5. In addition to the foregoing, either party, upon thirty (30) days
prior notice to the other party, shall have the right to terminate any Service (and upon such termination, neither
party shall have any further liability or obligation to the other party for such Service) if (i) Supplier or Customer is
prohibited by law or governmental authority from furnishing or using such Service, (ii) any material rate or other
term contained in this Agreement applicable to such Service is changed by order of the highest court of
competent jurisdiction to adjudicate the matter, the FCC, or any other local, state or federal governmental
authority, (iii) either party cannot obtain, retain or maintain any approval or authorization necessary for such
Service as contemplated in Section 10 or (iv) Customer terminates such Service (or a portion thereof) as a result
of a Chronic Trouble Outage of all or a portion of such Service as contemplated in Section 11.B, a Force
Majeure Event as contemplated in paragraph 6 of Attachment 5, or an Infringement Claim as contemplated in
paragraph 10 of Attachment 5.

For any Service that is disconnected after the Service commenced and prior to the expiration of the Service Term
(the "Terminated Service"), Customer will not be assessed a termination charge, only to the extent that (1)
Customer replaces the Terminated Service with a new Service having a term equal to the Terminated Service, (2)
the Recurring Charge for the New Service is equal to or greater than the Recurring Charge for the Terminated
Service and (3) Customer pays the Non-Recurring Charge associated with the connection of the New Service.
Normal termination charges will apply to all other Services disconnected or terminated prior to the expiration of
the applicable Service Term.

                                                           6
4. ORDERING PROCEDURES.

Customer and Supplier shall follow the Service ordering terms, conditions and procedures set forth in Attachment
2 under the caption "Ordering Procedures."

5. PRICING; BILLING AND PAYMENT.

A. Supplier has provided to Customer, and Customer acknowledges receipt of, Supplier's pricing schedules
setting forth the Recurring Charges and Non-Recurring Charges for the Services that may be provided to
Customer by Supplier pursuant to this Agreement. Customer agrees to pay such charges in connection with the
Services provided to Customer pursuant to this Agreement. As contemplated in paragraph 16 of Attachment 5,
Supplier may change the pricing terms set forth on such pricing schedules, but unless otherwise agreed upon
between Customer and Supplier, such changed pricing terms will not apply to any Services then being provided
to Customer by Supplier pursuant to Firm Order Confirmations then in effect. Pricing for Additional Services
shall be established by Supplier and provided to Customer if the Additional Services will or can be provided by
Supplier within a reasonable time after Customer's request for Additional Services under Section 3.B.

B. Customer and Supplier shall follow the billing and payment terms, conditions and procedures set forth in
Attachment 2 under the caption "Billing and Payment."

6. CONNECTION.

A. With respect to each circuit included as part of any Service provided to Customer, Supplier will be
responsible for installing the circuit to the Point of Demarcation. If Customer's or the relevant End User's Point of
Presence differs from the Point of Demarcation, Customer shall be responsible for connecting to the Point of
Demarcation. Actual connection of Supplier's circuit and Customer's equipment necessary for such Service will
be the responsibility and expense of Customer.

B. If Customer's or an End User's equipment is not compatible with a Service provided to Customer, any special
interface equipment or facilities necessary to achieve compatibility shall be the sole responsibility and expense of
Customer.

7. EQUIPMENT AND INSTALLATION.

A. Unless specifically provided for otherwise herein, Supplier or its agents, shall, at Supplier's sole cost and
expense, provide, install, maintain, repair, operate and control (and whenever Supplier determines it to be
appropriate, remove) all of Supplier's Equipment required for the provision of Services. Supplier reserves the
right to substitute, change or rearrange any of Supplier's Equipment provided that the quality, cost or type of
Services are not materially and adversely affected.

                                                          7
B. With respect to each Service provided to Customer, equipment and service beyond the Point of Demarcation
shall be the sole responsibility and expense of Customer.

C. With respect to each Service provided to Customer, Customer and the End User shall provide Supplier and
its agents and contractors, at no cost to Supplier or its agents or contractors, all necessary or appropriate access
to (including, without limitation access for purposes of removing any of Supplier's Equipment whenever Supplier
determines it to be appropriate), and all necessary or appropriate space, power and environmental conditions at,
the Point of Demarcation, including, but not limited to (i) roof, window, equipment, battery and conduit space, (ii)
heating, ventilation and air conditioning, and (iii) protection from fire and other casualties, as applicable for the
particular installation (or removal). Where the granting of access or right-of-way to Supplier and its agents and
contractors requires the consent or approval of third parties, Customer shall use (and shall cause End Users to
use) its (or their) best efforts to obtain such consent or approval on behalf of Supplier and its agents and
contractors.

D. Whenever possible, Supplier shall provide at least twenty-four (24) hours notice to Customer prior to entering
Customer's POP to install, maintain, repair, replace or remove any of the Supplier's Equipment. If it is not
possible to provide such notice, Supplier shall provide notice to Customer as soon as practicable. All of the
foregoing is subject to the terms of Section 8 and Attachment 4.

E. Except as set forth in Section 6.A, Supplier shall have no obligation to install, maintain or repair any equipment
owned or provided by Customer, any End User or any other party.

F. Neither party shall adjust, align, attempt to repair, relocate or remove the other party's equipment, except as
expressly authorized by the other party.

G. Customer shall be liable for any loss or damage, including theft, to Supplier's Equipment to the extent that such
loss or damage is the result of Customer's or an End User's or their respective employees', agents' or contractors'
negligent acts or omissions, willful misconduct, or breach of the terms of this Agreement. In the event of any such
loss or damage to Supplier's Equipment, Customer shall reimburse Supplier for the reasonable cost of repair of
Supplier's Equipment, or the replacement thereof, within thirty (30) days after receipt by Customer of a written
request for reimbursement and substantiation of actual repair or replacement costs incurred.

H. Supplier shall be liable for any loss or damage, including theft, to Customer's or an End User's equipment to
the extent that such loss or damage is the result of Supplier's or its employees', agents' or contractors' negligent
acts or omissions, willful misconduct, or breach of the terms of this Agreement. In the event of any such loss or
damage to any such equipment, Supplier shall reimburse Customer or the End User, as the case may be, for the
reasonable cost of repair of the equipment, or the replacement thereof, within thirty (30) days after receipt by
Supplier of a written request for reimbursement and substantiation of actual repair or replacement costs incurred.

                                                          8
I. Supplier's Equipment shall remain the sole and exclusive property of Supplier, and nothing contained herein
shall give or convey to Customer, any End User or any other person, any right, title or interest whatsoever in
Supplier's Equipment. Supplier's Equipment shall at all times be and remain personal property, notwithstanding
that it may be or become attached to or embedded in real property. Customer shall not, and will cause each End
User to not, tamper with, remove or conceal any identifying plates, tags or labels affixed to Supplier's Equipment.
Customer will not, and will cause End Users to not, cause or permit Supplier's Equipment to be or become
encumbered by any liens, security interests or other encumbrances. Customer will do or cause to be done all acts
and things that Supplier may reasonably request to assure that the terms of this
Section are satisfied.

J. Customer's equipment shall remain the sole and exclusive property of Customer, and nothing contained herein
shall give or convey to Supplier, or any other person, any right, title or interest whatsoever in Customer's
equipment. Customer's equipment shall at all times be and remain personal property, notwithstanding that it may
be or become attached to or embedded in real property. Supplier shall not tamper with, remove or conceal any
identifying plates, tags or labels affixed to Customer's equipment. Supplier will not cause or permit Customer's
equipment to be or become encumbered by any liens, security interests or other encumbrances. Supplier will do
or cause to be done all acts and things that Customer may reasonably request to assure that the terms of this
Section are satisfied.

8. TROUBLE REPORTING; MAINTENANCE.

Customer and Supplier shall follow the trouble reporting and maintenance terms, conditions and procedures
described in Attachment 4.

9. TERM.

This Agreement shall be in effect as of the Effective Date and shall remain in effect until either party terminates this
Agreement by delivering notice of such termination to the other party at least thirty (30) days prior to the effective
date of such termination. Upon termination of this Agreement, all rights of Customer to order new Services shall
cease and Supplier shall have no further obligations to consider furnishing new Services to Customer. Upon
termination of this Agreement, any Service not previously terminated by Customer that has a term that extends
beyond the date this Agreement is terminated shall remain in effect for the term specified in or accepted by the
applicable Firm Order Confirmation.

10. GOVERNMENTAL AUTHORIZATION; COMPLIANCE WITH LAW.

A. GOVERNMENTAL AUTHORIZATION. This Agreement is subject to all applicable federal, state and local
laws, rules and regulations, and all rulings, orders and other actions of governmental agencies and authorities with
jurisdiction over any of the subject matter of this Agreement (collectively, "Rules"), including, but not limited to,
the Communications Act of 1934, as amended, the rules and regulations of the FCC, and the obtaining and
continuance by the parties of any required approval or authorization of the FCC or any other governmental
authority. Each of Supplier and Customer shall use its good faith reasonable efforts to obtain, retain, and maintain
such approvals and authorizations. If, notwithstanding the foregoing, either party cannot obtain, retain or maintain
any such approval or authorization, or if any such Rules adversely affects the Services or any portion thereof or
requires Supplier to

                                                           9
provide such affected Services other than in accordance with the terms of this Agreement, either party may,
without liability to the other party, terminate the affected Service upon at least thirty (30) days prior written notice
to the other party. Customer represents that it is a telecommunications carrier under the Communications Act of
1934, as amended, or under the laws of the jurisdiction where it operates. Customer represents that it has taken
all actions required by the FCC to operate as a telecommunications carrier under the Communications Act of
1934, as amended.

B. COMPLIANCE WITH LAW. Customer agrees that its use of the Services shall be in accordance, and shall
comply, with all applicable laws, regulations, and rules. Supplier reserves the right, exercisable in its sole
discretion, to disconnect or restrict any transmission initiated by Customer, if such actions are reasonably
appropriate to assure that Supplier is not in violation of any civil or criminal law, regulation or rule.

11. SERVICE CREDITS.

                                       A. OUT-OF-SERVICE CREDITS.

1) A credit allowance will be given for Service Outages as specified below. Credit allowances will be expressly
indicated on and deducted from the next invoice received by Customer after the Service Outage. A Service
Outage begins when (i) Customer reports the Service malfunction to Supplier pursuant to the procedures
described in Attachment 4 and (ii) the location of the cause of the Service Outage is determined. A Service
Outage ends when the affected circuit is fully operational. A credit allowance will be given from the time the
Service Outage begins until it ends. For each Service Outage of more than five (5) consecutive minutes,
Customer will receive twenty-four (24) "Service Credits," as hereinafter defined, with respect to the Service that
is affected by such Service Outage. A "Service Credit" with respect to any Service provided to Customer that is
affected by a Service Outage shall mean a credit applied to Customer's account equal to 1/720 (i.e.,
approximately one (1) hour) of the monthly Recurring Charge for the affected Service. No more than twenty-four
(24) Service Credits will be applied to any affected Service during any particular day regardless of the quantity of
Service Outages during that day. The Service Credits described in this paragraph shall be the sole and exclusive
remedy of Customer in the event of any Service Outage, and under no circumstances shall a Service Outage be
deemed a default under this Agreement.

2) Out-of-service credits do not apply to Service Outages (i) caused by Customer or an End User or a supplier
of service to Supplier, (e.g., the incumbent local exchange carrier); (ii) due to failure of power or equipment
provided by (or the responsibility of) Customer, any End User or any other third parties; (iii) during any period in
which Supplier is not given access to the premises of Customer, any End User or other third party; (iv) which
constitute Planned Service Outages; or (v) due to any FORCE MAJEURE Event.

                                                          10
B. CHRONIC TROUBLE OUTAGE. A "Chronic Trouble Outage" with respect to any circuit included as part
of any Service being provided to Customer exists when two or more Service Outages have been reported by
Customer to Supplier in connection with such circuit within a 30-day period and the cause of each such Service
Outage is determined to be in Supplier's network. Whenever Customer reports to Supplier that a circuit is
experiencing a Chronic Trouble Outage, Supplier shall, as promptly as practicable, perform a detailed
investigation and report the findings to Customer. If another Service Outage occurs in connection with such circuit
within a thirty (30) day period after correcting the most-recent Service Outage, Customer may terminate the
Service with respect to such specific circuit without incurring liability to Supplier. Supplier has no obligation to
provide alternative routing for any circuit so terminated.

12. DEFAULT.

A. DEFAULT GENERALLY. A party shall be in default under this Agreement upon the occurrence of any one
or more of the following events or conditions:

1) such party (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a
proceeding or cause of action under any bankruptcy, insolvency, reorganization, debt restructuring, liquidation or
similar law, or has any such petition filed or commenced against it,
(ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt
or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar
official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to
pay its debts as they fall due; or

2) such party fails to perform any material obligation required of it under this Agreement and such
nonperformance is not remedied within ninety
(90) days after notice thereof (or if such party has promptly commenced to remedy such nonperformance within
such ninety (90) day period and is proceeding diligently to remedy such nonperformance but such
nonperformance cannot be cured within such ninety (90) day period, then within such longer period of time as
may reasonably be necessary to remedy such nonperformance), except for any failure of such party to pay when
due any amount owing pursuant to this Agreement, for which no cure period shall be available.

In addition to all remedies available at law or in equity (subject, however to the limitations set forth in paragraph
12 of Attachment 5), the non-defaulting party hereunder may terminate this Agreement (and all Services
extending beyond the termination date of this Agreement) upon the occurrence of a default by the other party.
Upon any such termination by Supplier, Customer shall be liable to Supplier for the amounts determined pursuant
to Section 3.D for each Service then in effect as if such Service was terminated by Customer prior to the end of
the term established for such Service.

                                        B. SUSPENSION OF SERVICE.

1) In addition to the remedies set forth in Section 12.A, if payment in full is not received by Supplier from
Customer on or before the applicable due date for such payment, Supplier shall have the right (i) upon providing
written notice ("Suspension Notice"), to suspend or block,

                                                           11
at any time after such Suspension Notice is issued, all or any portion of all of the Services then being provided to
Customer; and (ii) to immediately place any pending Market Service Orders on hold, and to decline to accept
any new Market Service Orders or other requests from Customer to provide Service commencing on the day
that Supplier issues the Suspension Notice to Customer. If Supplier receives the entire past due amount prior to
any termination of this Agreement under Section 12.A, then the Services shall not be further suspended. Supplier
may continue such suspension until such time as Customer has paid in full all charges then due, including any
reinstallation charges and/or late fees as specified herein, and at all times may exercise its other remedies under
this Agreement in addition to or in substitution of the suspension rights described in this paragraph.

2) Suspension of Services as set forth in this Section shall not affect Customer's obligation to pay for the
Services.

C. TERMINATION FOR VIOLATION OF LAW. In addition to its other termination rights hereunder, and
with respect to all Services, Supplier may immediately disconnect any Services in whole or in part if Supplier
determines that such Services violate any law, statute, or ordinance, including the Communications Act of 1934
(as amended), or that the imposition of any statute, or promulgation of any rule, regulation, or order of the
Federal Communications Commission or other governing body makes Supplier's performance under this
Agreement commercially impracticable.

13. MISCELLANEOUS.

This Agreement constitutes the entire agreement between Supplier and Customer with respect to the Services
and all other matters provided for herein; all prior and contemporaneous agreements, representations, statements,
negotiations, and undertakings with respect to the subject matter herein are superseded by this Agreement.
SUPPLIER MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY AND
ALL SERVICES PROVIDED UNDER THIS AGREEMENT OR ITS PERFORMANCE UNDER THIS
AGREEMENT, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW,
STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, EXCEPT THOSE
EXPRESSLY SET FORTH HEREIN. Except as otherwise provided in paragraph 16 of Attachment 5, neither
this Agreement nor any of the provisions hereof may be amended, altered or added to in any manner except by a
document in writing and signed by an authorized representative of each party.

                                                         12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives to be effective as of the Effective Date.

         "SUPPLIER"                                    "CUSTOMER"
         INTEGRATED COMMUNICATIONS CONSULTANTS         IELEMENT, INC.
         CORPORATION


         By:                                           By:
            ----------------------------------            ----------------------------------
         Name:                                         Name:
              --------------------------------              --------------------------------
         Title:                                        Title:
               -------------------------------               -------------------------------
         Address:333 Washington Blvd. #15              Address: 17194 Preston Road
                 Marina del Rey, Ca 90292                       Suite 102, PMB 341
                                                                Dallas, Tx. 75248-1221
                 Attn: Ivan Zweig                               Attn: Billing
                 213-232-3421                                   888-832-9422




Facsimile No.: 213-232-3521 Facsimile No.: 214-254-3500

                                                  13
                                    Attachment 1

                             ACCESS TRANSPORT SERVICES
                               SERVICE DESCRIPTIONS

     "REMOTE ACCESS TRANSPORT" refers to those Services that can be provided
from any site to any site or central office:

                            DESCRIPTION                                            AVAILABLE CAPACITY LEV
                            -----------                                            ----------------------
       Tail Circuit

       Central Office Colo-to-Central Office Colo                                  DS1, DS3, OC3, OC12, O

       Central Office Colo-to Central Office Colo with DS3/1 Mux

       Point-to-Central Office Colo                                                DS1, DS3, OC3, OC12, O

       Point-to-Central Office Colo with DS3/1 Mux

       Point to Point                                                              DS1, DS3, OC3, OC12, O

     "COMBINED ACCESS TRANSPORT" refers to a configuration where Customer
obtains a high capacity Service from Customer's site to Supplier's hub and lower

                            DESCRIPTION                                            AVAILABLE CAPACITY LEV
                            -----------                                            ----------------------

       COMBINED ACCESS MULTIPLEXER
       Access Multiplexer                                                               DS3, OC3, OC12, O
                DS3/1 Multiplexer option
                Redundant OC3 Card (4 OC3 interfaces)

                           SERVICES TO SUPPLIER'S HUB FACILITY

       Point-to-Hub                                                                     DS3, OC3, OC12, O

       Central Office Colo-to-Hub                                                       DS3, OC3, OC12, O

                          SERVICES FROM SUPPLIER'S HUB FACILITY

       Hub-to Central Office Colo                                                  DS1, DS3, OC3, OC12, O

       Hub-to-Central Office Colo with DS3/1 Mux

       Hub-to-Central Office Colo with OC12/DS3 Mux                                               OC12, O

       DS1 Tail Circuit

       Hub-to-Point                                                                DS1, DS3, OC3, OC12, O


                                                         14
                                                 DEFINITIONS:

TAIL CIRCUIT. "Tail Circuit" shall mean Service from the local serving central office that would normally serve
a remote location to that remote location at the rate specified.

POINT-TO-POINT. "Point-to-Point" shall mean Service from customer's premise to any location at the rate
specified.

CENTRAL OFFICE COLO-TO-CENTRAL OFFICE COLO. "Central Office Colo-to-Central Office Colo"
shall mean service between two central offices that have Supplier's networking equipment in place at the rate
specified.

POINT-TO-CENTRAL OFFICE COLO. "Point-to-Central Office Colo" shall mean Service from any location
to a central office with Supplier's networking equipment in place at the rate specified.

DS3 ACCESS MULTIPLEXER. "DS3 Access Multiplexer" shall mean a multiplexer with a DS3 electrical
interface for the network and 28 DS1 interfaces on the Customer side.

OC3 ACCESS MULTIPLEXER. "OC3 Access Multiplexer" shall mean a multiplexer with an OC3 optical
interface for the network and 3 DS3 interfaces on the Customer side.

OC12 ACCESS MULTIPLEXER. "OC12 Access Multiplexer" shall mean a multiplexer with an OC3 optical
interface for the network and 12 DS3 interfaces on the Customer side.

CENTRAL OFFICE COLO-TO-HUB. "Central Office Colo-to-Hub" shall mean Service from a central office
with Supplier's networking equipment in place to the Supplier's central networking site at the rate specified.

POINT-TO-HUB. "Point-to-Hub" shall mean Service from any location to the Supplier's central networking site
at the rate specified.

HUB-TO-CENTRAL OFFICE COLO. "Hub-to-Central Office Colo" shall mean Service from Supplier's
central networking site to a central office with Supplier's networking equipment in place at the rate specified.

HUB-TO-POINT. "Hub-to-Point" shall mean Service from Supplier's central networking site to any location at
the rate specified.

DS3/1 MUX. "DS3/1 Mux" shall mean a central office based multiplexer with a DS3 electrical interface for the
network and 28 DS1 interfaces on the Customer side.

OC12/DS3 MUX. "OC12/DS3 Mux" shall mean a central office based multiplexer with an OC12 optical
interface for the network and 12 DS3 interfaces on the Customer side.

ACCESS MULTIPLEXER. "Access Multiplexer" shall mean a multiplexer placed on Customer's premises by
Supplier for purposes of aggregating low speed interfaces on the Customer side into a network interface.

                                                         15
                                                  Attachment 2

                               ORDERING AND BILLING PROCEDURES

                                        ORDERING PROCEDURES.

Customer shall request a Service by forwarding to Supplier, by facsimile or such other means as Supplier may
designate, a written request for such Service (a "Market Service Order") in substantially the form attached to this
Agreement as Exhibit A with all of the information requested by such form completed in full. If upon receipt of
such Market Service Order, Supplier agrees to provide such Service (which agreement may not be unreasonably
withheld or delayed except with respect to Additional Services requested by Customer which shall be subject to
the terms of Section 2.B of the Master Services Agreement), Supplier shall forward to Customer, by facsimile or
such other means as Supplier may designate, a response accepting such request (a "Firm Order Confirmation") in
substantially the form attached to this Agreement as Exhibit B with all of the information required by such form
completed in full. Supplier may, but shall not be obligated to, require that Customer sign and forward to Supplier,
by facsimile or such other means as Supplier may designate, the Firm Order Confirmation prior to Supplier
agreeing to provide such Service. If Supplier does not request such signed Firm Order Confirmation from
Customer, then the agreement of Supplier to provide such Service, and of Customer to obtain such Service, shall
be effective when Supplier has forwarded the Firm Order Confirmation to Customer. If, in the Firm Order
Confirmation, Supplier has made any change to the terms of such Service as requested in the Market Service
Order, such change shall apply to such Service unless Customer objects to it by notice to Supplier within three
(3) days after Supplier delivers the Firm Order Confirmation. If such an objection is made by Customer, then
Supplier shall not be obligated to provide such Service to Customer.

                                         BILLING AND PAYMENT.

Supplier shall be entitled to commence billing Customer the Recurring Charge for a Service as of the Service
Date for such Service. The Non-Recurring Charge for a Service shall be billed to Customer on the first invoice
provided to Customer after the Service Date with respect to such Service. Customer may delay the Service Date
for a Service by up to thirty (30) days after the date designated in or accepted by the applicable Firm Order
Confirmation by notifying Supplier of such delay prior to such originally designated date. Supplier will accept such
delay provided that Customer pays Supplier for all charges, costs and expenses incurred by Supplier as a result
of such delay. If Customer requests a delay that is longer than thirty (30) days, Supplier may designate the thirty-
first (31st) day after such originally designated date as the Service Date, and commence billing Customer from
such date for the Service. Supplier may bill on a current basis all charges, costs or expenses other than Recurring
Charges incurred by, and credits due to, Customer. Supplier may bill in advance the Recurring Charges for all
Services to be provided during the ensuing billing period. Supplier will, upon request and if available, furnish such
detailed information as may reasonably be required for verification of all amounts billed to Customer.

All amounts for Services provided to Customer by Supplier and other amounts owing by Customer to Supplier
are due and payable within sixty (60) days after the date of the invoice setting forth such amounts, and are
payable in immediately available funds to the account designated by Supplier to Customer from time to time. If
such payment due date would cause payment to be due on a Saturday, Sunday or legal holiday, payment for such
invoiced amounts will be due on the last business day preceding such Saturday, Sunday, or legal holiday.

                                                         16
If any portion of the payment is received by Supplier after the payment due date, or if any portion of the payment
is received by Supplier in funds that are not immediately available to Supplier, then interest on the overdue
amounts shall accrue and be payable by Customer at a rate of 1.5% per month (.000494 per day) or 18%
annually or, if less, the maximum rate permitted by applicable law. The interest will be applied for the number of
days from the payment due date to and including the date that Supplier actually receives the payment in
immediately available funds.

                                          CLAIMS AND DISPUTES.

If a billing dispute occurs concerning any amounts billed or credited to Customer by Supplier, Customer must
submit to Supplier a documented claim for the disputed amount. Customer will submit to Supplier all
documentation as may reasonably be required by Supplier to support the claim. All claims must be submitted to
Supplier within sixty (60) days after the date of the invoice setting forth the amounts in dispute. If Customer does
not submit a claim as stated above, Customer waives all rights to file a claim thereafter. Customer shall not be
required to pay amounts disputed in accordance with this paragraph during such period provided that Customer
pays all undisputed charges on or before the due date and negotiates in good faith with Supplier for the purpose
of resolving such dispute within such 60-day period.

If the dispute is resolved in favor of Customer and Customer has withheld the disputed amount, no interest credits
or penalties will apply.

If the dispute is resolved in favor of Customer and Customer has paid the disputed amount, or if Customer is
owed a disputed credit, Customer will be credited by Supplier with interest on such amount or credit at the rate
of 1.5% per month (.000494 per day) or 18% annually or, if less, the maximum rate permitted by law, from the
date Supplier received payment or was due the credit up to and including the date of refund or credit.

If the dispute is resolved in favor of Supplier and Customer has paid the disputed amount on or before the
payment due date, no interest credit or penalties will apply.

If the dispute is resolved in favor of Supplier and Customer has withheld the disputed amount, any payments
withheld pending settlement of the disputed amount shall bear interest at the rate of 1.5% per month (.000494
per day) or 18% annually or, if less, the maximum rate permitted by law, from the payment due date up to and
including the date of payment.

If Supplier has responded to Customer's dispute in writing and the parties fail to mutually resolve or settle the
dispute within the above 60-day period (unless Supplier has agreed in writing to extend such period), all disputed
amounts together with the late fees shall become due and payable on the sixty-first (61st) day following the
applicable due date, and this provision shall not be construed to prevent Customer from pursuing any legal
remedies available to Customer consistent with the terms of this Agreement.

The right to dispute hereunder applies only to Services provided to Customer by Supplier and not to any dispute
Customer may have with its End User.

                                                         17
                                                 Attachment 6

                              ADDITIONAL TERMS AND CONDITIONS

1. ASSUMPTION OF LIABILITIES. This Agreement constitutes an additional agreement to IElement's asset
and liability purchase from ICCC on 3/1/2003. IElement agrees to assume various assets and liabilities from
ICCC in exchange for ICCC selling the circuits mentioned in the Service Pricing Attachment at cost for the first
two years of this agreement. After the two year time period has been satisfied, then ICCC will add on additional
maintenance, billing and network costs (not to exceed 20%) to the Recurring Charge agreed upon in the Service
Pricing Attachment for the remaining year of the arrangement.

                                                       18
                                             SERVICE PRICING

1. PRICING. Supplier shall provide to Customer the Services, as per Attachment 1, identified in each Market
Service Order that is accepted by Supplier pursuant to a Firm Order Confirmation subject to the terms and
conditions of such Firm Order Confirmation and this Agreement, all as more fully set forth in Attachment 2.
Access Transport Services shall include normal installation, maintenance, inspection, repair and testing associated
therewith as provided for herein. Pricing for any Access Transport Services will be based upon the published
Interconnection Agreement (ICAs) with the underlying providers, plus markup for additional maintenance, billing
and network costs. This 20% (maximum) markup will be waived for 24 months according to the Additional
Terms and Conditions of this contract.

2. ICAS. Signed ICAs between Supplier and Verizon as well as SBC will be required In Texas, California and
Illinois to substantiate the invoice charges from Supplier to Customer as per this Agreement.

                                                        19
EXHIBIT 10.5

THIS IS AN ORIGINAL DOCUMENT - PLEASE DO NOT ALTER IN ANY WAY. COPY THIS
INSTRUMENT TO A NEW FILE FOR EACH AND EVERY TENANT. THANK YOU.

                                                                     LEASE AGREEMENT
                                                                  GAMMA OFFICE BUILDING
                             THE STATE OF TEXAS       }

                             COUNTY OF DALLAS         }




THIS LEASE AGREEMENT (the "Lease"), made and entered into on this ___ day of _____ , 2005, between
13714 Gamma, Ltd. ("Lessor"), and I Element Inc., a Nevada Corporation ("Lessee"),

                                                W I T N E S S E T H:

Section 1. Premises.

Subject to and upon the terms and conditions herein-after set forth, and each in consideration of the covenants
and obligations of the other hereunder, Lessor does hereby lease and demise to Lessee, and Lessee does hereby
lease from Lessor, those certain premises (the "Premises") in the building known as 13714 Gamma Road Office
Building situated in the City of Farmers Branch, Dallas County, Texas (the "Property"). The Premises shall mean
that certain space located in Suite 120 and comprising approximately 3,284 square feet of Rentable Area, as
more specifically identified in "Exhibit A" attached hereto. Usable area shall be computed by measuring to the
inside finish of permanent outer building walls, or the glass line if at least 50% of the outer building wall is glass, to
the outer side of corridors and/or other permanent partitions, and to the center of partitions that separate the
Premises from adjoining usable areas. No deduction shall be made for columns and projections necessary to the
Building.

Section 2. Term.

(a) Subject to and upon the terms and conditions set forth herein, or in any Rider or exhibit hereto, this Lease
shall continue in force on a month-to-month basis beginning on the 1st day of August, 2005. Either party may
terminate the month-to-month lease with a 30-day advance written notice to the other. Lessee accepts the
Premises in its "as is" condition.

(b) If for any reason the Premises are not ready for occupancy by Lessee on the commencement date specified in
Paragraph 2(a) above, Lessor shall not be liable or responsible for any claims, damages, or liabilities in
connection therewith or by reason thereof, and this Lease and the obligations of Lessee shall nonetheless
commence and continue in full force and effect; provided, however, if the Premises are not ready for occupancy
for any reason other than omission, delay, or default on the part of Lessee or anyone acting under or for Lessee,
the rent herein provided shall not commence until the Premises are ready for occupancy by Lessee. Such
abatement of rent shall constitute full settlement of all claims that Lessee might otherwise have against Lessor by
reason of the Premises not being ready for occupancy by Lessee on the date of the commencement of the term
hereof. Should the term of this Lease commence on a date other than that specified in Paragraph 2(a) above,
Lessee will, at the request of Lessor, execute an amendment to this Lease on a form provided by Lessor
specifying the beginning date of the term of this Lease. In such event, rental under this Lease shall not commence
until such revised commencement date, and the stated term of this Lease shall thereupon commence, and the
expiration date shall be extended so as to give effect to the full stated term. The Premises shall be deemed to be
ready for occupancy on the first to occur of (i) the date that there is delivered to Lessee a certificate of substantial
completion from Lessor's architect, which certificate shall be binding and conclusive upon Lessee in the absence
of bad faith and collusion on the part of or between Lessor and Lessor's architect, or (ii) upon the date on which
Lessee begins occupancy of the Premises.

                                            Tenant Initials ___________

                                           Landlord Initials___________
-1-
Section 3. Base Rental.

(a) Lessee hereby agrees to pay to Lessor, without setoff or deduction whatsoever, a monthly installment of
$3,284.00. Lessee shall also pay, as additional rent, all such other sums of money as shall become due from and
payable by Lessee to Lessor under this Lease (Base Rental, any adjustment thereto pursuant to Section 4 hereof,
and all such other sums of money due from and payable by Lessee pursuant to this Lease are sometimes
hereinafter collectively called "rent"), for the nonpayment of which Lessor shall be entitled to exercise all such
rights and remedies as are herein provided in the case of the nonpayment of Base Rental. The Base Rental,
together with any adjustment or increase thereto then in effect, shall be due and payable in advance in twelve (12)
equal installments on the first (lst) day of each calendar month during the term of this Lease, and Lessee hereby
agrees so to pay such Base Rental and any adjustment or increase thereto to Lessor at Lessor's address
provided herein (or such other address as may be designated by Lessor in writing from time to time) monthly, in
advance, and without demand. If the term of this Lease commences on a day other than the first (lst) day of a
month or terminates on a day other than the last day of a month, then the installments of Base Rental and any
adjustments thereto for such month or months shall be prorated, and the installment or installments so prorated
shall be paid in advance.

(b) If any installment of basic rental or other payment specified herein is not made within five (5) days after the
due date, a "late charge" in an amount equal to ten percent (10%) of the overdue installment shall be exercised.

Section 4. Adjustment of Base Rental. DELETED

Section 5. Lessee's Occupancy.

Lessee shall occupy the Premises and conduct its normal business operations therefrom and the Premises shall be
used by Lessee solely for office purposes and for no other purpose or use.

Section 6. Services to be Furnished by Lessor.

Lessor shall furnish to Lessee while occupying the Premises the following services:

(a) hot and cold water at those points of supply provided for general use of the tenants in the Building;

(b) heated and refrigerated air conditioning in season, during normal business hours for the Building which shall be
at such times as are considered normal for other buildings similar to the Building within reasonable proximity
thereto and at such temperatures and in such amounts as are considered by Lessor to be standard. Such service
at times other than normal business hours shall be optional on the part of Lessor; provided that upon reasonable
prior notice such service will be provided to Lessee at Lessee's expense;

(c) elevator service in common with other tenants for ingress and egress to and from the Premises if applicable;

(d) janitorial service as may in the judgment of the Lessor be reasonably required;

(e) electric current for normal office usage in the Premises and electric lighting service for all public areas and
special service areas of the Building in the manner and to the extent considered by Lessor to be standard; and

(f) access to the Premises at all times through keys, or any other device used in lieu of keys, to the front and rear
doors of the Building for Lessee or, if Lessee is a corporation, a reasonable and limited number of designated
officers of Lessee.

Failure by Lessor to any extent to furnish, or any stoppage of, these defined services, and resulting from causes
beyond the control of Lessor or from any other cause, shall not render Lessor liable in any respect for damages
to either person or property, nor be construed as an eviction of Lessee, nor work an abatement of rent, nor
relieve Lessee from fulfillment of any covenant or agreement hereof. Should any equipment or machinery break
down, or for any cause cease to function properly, Lessor shall use reasonable diligence to repair the same
promptly. Lessee shall have no claim for rebate of rent or damages on account of any interruptions in service
occasioned thereby or resulting therefrom.

                                           Tenant Initials ___________
Landlord Initials___________

            -2-
Section 7. Keys and Locks.

Lessor shall furnish Lessee two (2) keys for each corridor door entering the Premises. Additional keys will be
furnished at a charge by Lessor on receipt of an order signed by Lessee or Lessee's authorized representative.
All such keys shall remain the property of Lessor. No additional locks shall be allowed on any door of the
Premises without Lessor's written permission, and Lessee shall not make or permit to be made any duplicate
keys, except those furnished by Lessor. Upon termination of this Lease, Lessee shall surrender to Lessor all keys
to the Premises.

Section 8. Signage.

(a) Lessor shall provide and install, at Lessee's cost, all letters or numerals on doors in the Premises as may from
time to time be requested by Lessee; all such letters and numerals shall be in the standard graphics for the
Building and no others shall be used or permitted on the Premises. Lessee shall obtain Lessor written approval
for all signage (both directory, sign ban and window lettering prior to installing any signage.

(b) Lessee shall not place signs or any other item on the Premises which may be visible from outside the Building,
without first obtaining the written consent of Lessor in each such instance. Tenant has Landlords permission to
hang a sign on the outside of the building that is the same size as the other outside signs. Tenant may hang a light
above the sign that gives the sign visibility at night.

Section 9. Relocation of Lessee.

Lessor reserves the right, at its option, to transfer and remove Lessee from the Premises to any other available
space in the Property of substantially equal size, and area and equivalent Base Rental per square foot. Lessor
shall bear the expense of said removal as well as the expense of any renovations or alterations necessary to make
the new space substantially conform in layout and appointment with the original Premises.

Section 10. Maintenance and Repairs by Lessor.

Unless otherwise stipulated herein, Lessor shall be required to maintain and repair only the structural portions of
the Building, both exterior and interior, including the heating, ventilating, and air conditioning systems and
equipment, the plumbing and electrical systems and equipment, the public foyers and lobbies, the corridors,
parking areas, elevators, stairwells and restrooms and all other areas serving more than one tenant of the Building;
provided, however, that interior partitioning walls, carpeting and other portions of the Premises which might
otherwise be considered building standard items shall not be the obligation of Lessor. Such building standard
items and any other leasehold improvements of Lessee will, at Lessee's written request, and upon Lessor's
written approval, be maintained by Lessor at Lessee's expense, at a cost or charge equal to all costs incurred in
such maintenance plus an additional 15% charge to cover overhead, which costs and charges shall be payable by
Lessee to Lessor promptly upon being billed therefor.

Section 11. Repairs by Lessee.

Lessee covenants and agrees with Lessor, at Lessee's own cost and expense, to repair or replace any damage or
injury done to the Premises, Building, or any part thereof, or to the Complex, caused by Lessee or Lessee's
agents, employees, invitees, or visitors, and such repairs shall restore the Premises, Building or Complex, as the
case may be, to the same or as good a condition as it was prior to such injury or damage, and shall be effected in
compliance with all building and fire codes and other applicable laws and regulations; provided, however, if
Lessee fails to make such repairs or replacements promptly, Lessor may, at its option, make such repairs or
replacements, and Lessee shall repay the cost thereof, plus an additional 15% charge to cover overhead, to
Lessor on demand.

                                          Tenant Initials ___________

                                         Landlord Initials___________

                                                        -3-
Section 12. Care of the Premises.

Lessee covenants and agrees with Lessor to take good care of the Premises and the fixtures and appurtenances
therein and, at Lessee's expense, to make all nonstructural repairs thereto as and when needed to preserve them
in good order and condition except for ordinary wear and tear. Lessee shall not commit or allow any waste or
damage to be committed on any portion of the Premises, and at the termination of this Lease, by lapse of time or
otherwise, shall deliver up the Premises to Lessor in as good a condition as at the date of the commencement of
the term of this Lease, ordinary wear and tear excepted, and upon any termination of this Lease, Lessor shall
have the right to re-enter and resume possession of the Premises.
Section 13. Parking.

During the term of this Lease, Lessee shall have the non-exclusive use in common with Lessor and other tenants
of the Building and their guests and invitees, of the uncovered automobile parking areas, driveways, and footways
serving the Building, subject to rules and regulations for the use thereof as prescribed from time to time by
Lessor. Lessor shall not be liable or responsible for any loss of or to any car or vehicle or equipment or other
property therein or damage to property or injuries (fatal or non-fatal), unless such loss, damage, or injury be
proximately caused by the negligence of Lessor or its employees. Lessor may make, modify, and enforce rules
and regulations relating to the parking of automobiles including without limitation, rules respecting parking charges
or fees applicable to all tenants of the Building, and Lessee will abide by such rules and regulations.

Section 14. Peaceful Enjoyment.

Lessee shall, and may peacefully have, hold, and enjoy the Premises, subject to the other terms hereof, provided
that Lessee pays the rent and other sums herein recited to be paid by Lessee and performs all of Lessee's
covenants and agreements herein contained. It is understood and agreed that this covenant and any and all other
covenants of Lessor contained in the Lease shall be binding upon Lessor and its successors only with respect to
breaches occurring during its or their respective periods of ownership of Lessor's interest hereunder.

Section 15. Holding Over.

In the event of holding over by Lessee without the written consent of Lessor, after the expiration or other
termination of this Lease, Lessee shall, throughout the entire holdover period, pay rent equal to twice the Base
Rental, as adjusted herein, and additional rent which would have been applicable had the term of this Lease
continued through the period of such holding over by Lessee. No holding over by Lessee after the expiration of
the term of this Lease shall be construed to extend the term of this Lease; and in the event of any unauthorized
holding over, Lessee shall indemnify Lessor against all claims for damages by any other lessee or prospective
lessee to whom Lessor may have leased all or any part of the Premises effective before or after the expiration of
the term of this Lease, resulting from delay by Lessee in delivering possession of all or any part of the Premises.
Any holding over with the written consent of Lessor shall thereafter constitute a lease from month-to-month,
under the terms and provisions of this Lease to the extent applicable to a tenancy from month-to-month.

Section 16. Alterations, Additions, and Improvements.

Lessee covenants and agrees with Lessor not to permit the Premises to be used for any purpose other than that
stated in Section 5 hereof or make or allow to be made any alterations or physical additions in or to the Premises
without first obtaining the written consent of Lessor in each such instance. Lessor's consent shall not be required
for nonstructural alterations made by Lessee from time to time as necessary to adapt the Premises for the uses
and business purposes permitted hereby, provided that such alterations do not affect any part of the Building
other than the Premises, are not visible from outside the Building and do not adversely affect any service required
to be furnished by Lessor to Lessee or to any other tenant or occupant of the Building. Lessee shall be
responsible for any lien filed against the Premises or any portion of the Building for work claimed to have been
done for, or materials claimed to have been furnished to Lessee. Any and all such alterations, physical additions,
or improvements, when made to the Premises by Lessee, shall be at Lessee's expense and shall at once become
the property of Lessor and shall be surrendered to Lessor upon termination of this Lease by lapse of time or
otherwise; provided, however, this clause shall not apply to the movable fixtures, office equipment, and other
personal property owned by Lessee.

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Section 17. Legal Use and Violations of Insurance Coverage.

Lessee covenants and agrees with Lessor not to occupy or use, or permit any portion of the Premises to be
occupied or used, for any business or purpose which is unlawful, disreputable, or deemed to be extra-hazardous
on account of fire, or permit anything to be done which would in any way increase the rate of fire, liability, or any
other insurance coverage on the Building and/or its contents.

Section 18. Laws and Regulations; Building Rules.

Lessee covenants and agrees with Lessor to comply with all laws, ordinances, rules, and regulations of any state,
federal, municipal, or other government or governmental agency having jurisdiction of the Premises that relate to
the use, condition, or occupancy of the Premises. Lessee will comply with the rules of the Building adopted and
altered by Lessor from time to time for the safety, care, and cleanliness of the Premises and Building and for the
preservation of good order therein, all changes to which will be sent by Lessor to Lessee in writing and shall be
thereafter carried out and observed by Lessee. Lessor agrees not to enforce any such rules against Lessee which
Lessor is not enforcing against all other tenants of the Building. In the event of a conflict or inconsistency between
the provisions of this Lease and any such rules, the provisions of this Lease shall control. See Exhibit "B".

Section 19. Nuisance.

Lessee covenants and agrees with Lessor to conduct its business and control its agents, employees, invitees, and
visitors in such manner as not to create any nuisance, or interfere with, annoy, or disturb any other tenant or
Lessor in its operation of the Building.

Section 20. Entry by Lessor.

Lessee covenants and agrees with Lessor to permit Lessor or its agents or representatives to enter into and upon
any part of the Premises at all reasonable hours (and in emergencies at all times) to inspect the same, or to show
the Premises to prospective purchasers, mortgagees, or insurers, to clean or make repairs, alterations, or
additions thereto, as Lessor may deem necessary or desirable, and Lessee shall not be entitled to any abatement
or reduction of rent by reason thereof.

Section 21. Assignment and Subletting.

(a) Lessee shall not, without the prior written consent of Lessor (i) assign or in any manner transfer Lessee's
interest in this Lease or any estate or interest therein, or (ii) permit any assignment or transfer of this Lease or any
estate or interest therein by operation of law, merger or consolidation, or (iii) sublet the Premises or any part
thereof, or (iv) grant any license, concession, or other right of occupancy of any portion of the Premises. Consent
by Lessor to one or more assignments or sublettings shall not operate as a waiver of Lessor's rights as to any
subsequent assignments and sublettings. Notwithstanding any approved assignment or subletting, Lessee shall at
all times remain fully responsible and liable for the payment of the rent herein specified and for compliance with all
of Lessee's other obligations under this Lease and in the event of any assignment, by operation of law, merger,
consolidation or otherwise, any assignee shall assume and agree to perform all obligations of Lessee hereunder
while an event of default, as hereinafter defined, should occur the Premises or any part thereof are then assigned
or sublet, Lessor, in addition to any other remedies herein provided or provided by law, may at its option, collect
directly from such assignee or sublessee all rents becoming due to Lessee under such assignment or sublease, and
apply such rent against any sums due to Lessor by Lessee hereunder, and Lessee hereby authorizes and directs
any such assignee or sublessee to make such payments of rent directly to Lessor upon receipt of notice from
Lessor. No direct collection by Lessor from any such assignee or sublessee shall be construed to constitute a
novation or a release of Lessee from the further performance of its obligations hereunder. Receipt by Lessor of
rent from any assignee, sublessee, or occupant of the Premises shall not be deemed a waiver of the covenant
contained in this Lease against assignment and subletting or a release of Lessee under this Lease. Lessee shall not
mortgage, pledge, or otherwise encumber its interest in this Lease or in the Premises. Any attempted assignment
or sublease by Lessee in violation of the terms and covenants of this paragraph shall be void.

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(b) ln the event Lessee desires Lessor's consent to an assignment of the Lease or subletting of all or a part of the
Premises and as a condition to the granting of such consent, Lessee shall submit to Lessor in writing the name of
the proposed assignee or subtenant, the proposed commencement date of such assignment or subletting, the
nature and character of the business of the proposed assignee or subtenant and such financial information as shall
be reasonably necessary for Lessor to determine the credit-worthiness of such proposed assignee or subtenant.
Lessor shall have the option (to be exercised within thirty (30) days from submission of Lessee's written request),
(i) to refuse to consent to Lessee's assignment or subleasing of such space and to continue this Lease in full force
and effect as to the entire Premises; or (ii) to permit Lessee to assign or sublet such space; subject, however, to
provision satisfactory to Lessor for payment to Lessor of any consideration to be paid by such proposed
assignee or sublessee in connection with such assignment or subletting in excess of Base Rental otherwise payable
by Lessee and for payment to Lessor of any lump sum payment in connection with such assignment or subletting.
If Lessor should fail to notify Lessee in writing of its election as described above within such thirty (30) day
period, Lessor shall be deemed to have elected option (i) above.

Section 22. Transfers of Lessor.

Lessor shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in
the Building and property referred to herein, and provided Lessor's transferee assumes the duties and obligations
of Lessor arising from and after the date of any such transfer or assignment, upon such transfer or assignment
Lessor shall be released from any further obligations hereunder, and Lessee agrees to look solely to such
successor in interest of Lessor for the performance of such obligations.

Section 23. Subordination to Mortgage.

This Lease shall be subject and subordinate to any mortgage or deed of trust which may hereafter encumber the
Building, and to all renewals, modifications, consolidations, replacements, and extensions thereof, which contain
(or which are included in a separate agreement) provisions to the effect that if there should be a foreclosure or
sale under power under such mortgage or deed of trust, Lessee shall not be made a party defendant thereto, nor
shall such foreclosure or sale under power disturb Lessee's possession under this Lease, provided always Lessee
shall not be in default under this Lease. This clause shall be self-operative and no further instrument of
subordination need be required by any mortgagee. In confirmation of such subordination, however, Lessee shall,
at Lessor's request, execute promptly any certificate or instrument evidencing such subordination that Lessor may
request. Lessee hereby constitutes and appoints Lessor the Lessee's attorney-in-fact to execute any such
certificate or instrument for and on behalf of Lessee. In the event of the enforcement by the trustee or the
beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or
deed of trust, Lessee will, upon request of any person or party succeeding to the interest of Lessor as a result of
such enforcement, automatically become the Lessee of such successor in interest without change in the terms or
other provisions of this Lease; provided, however, that such successor in interest shall not be bound by
(a) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the
nature of security for the performance by Lessee of its obligations under this Lease, or (b) any amendment or
modification of this Lease made without the written consent of such trustee or such beneficiary or such successor
in interest. Upon request by such successor in interest, Lessee shall execute and deliver an instrument or
instruments confirming the attornment provided for herein.

Section 24. Mechanic's Liens.

Lessee will not permit any mechanic's lien or liens to be placed upon the Premises or improvements thereon or
the Building during the term hereof caused by or resulting from any work performed, materials furnished, or
obligation incurred by or at the request of Lessee, and nothing in this Lease contained shall be deemed or
construed in any way as constituting the consent or request of Lessor, express or implied, by inference or
otherwise, to any contractor, subcontractor, laborer, or materialman for the performance of any labor or the
furnishing of any materials for any specific improvement, alteration, or repair of or to the Premises, or any part
thereof, nor as giving Lessee any right, power, or authority to contract for or permit the rendering of

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any services or the furnishing of any materials that would give rise to the filing of any mechanic's or other liens
against the interest of Lessor in the Premises. In the case of the filing of any lien on the interest of Lessor or
Lessee in the Premises, Lessee shall cause the same to be discharged of record within ten (10) days after the
filing of same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit
in court or bonding. If Lessee shall fail to discharge such mechanic's lien within such period, then, in addition to
any other right or remedy of Lessor, Lessor may, but shall not be obligated to, discharge the same, either by
paying the amount claimed to be due, or by procuring the discharge of such lien by deposit in court or bonding.
Any amount paid by Lessor for any of the aforesaid purposes, or for the satisfaction of any other lien, not caused
or claimed to be caused by Lessor, with interest thereon at the rate of eighteen percent (18%) per annum or the
highest lawful rate, whichever is the lesser, from the date of payment, shall be paid by Lessee to Lessor on
demand.

Section 25. Estoppel Certificate.

Lessee will, at any time and from time to time, upon not less than ten (10) days' prior request by Lessor, execute,
acknowledge, and deliver to Lessor a statement in writing executed by Lessee certifying that Lessee is in
possession of the Premises under the terms of this Lease, that this Lease is unmodified and in full effect (or, if
there have been modifications, that this Lease is in full effect as modified, and setting forth such modifications),
and the dates to which the rent has been paid, and either stating that to the knowledge of Lessee no default exists
hereunder, or specifying each such default of which Lessee may have knowledge, and such other matters as may
be reasonably requested by Lessor; it being intended that any such statement by Lessee may be relied upon by
any prospective purchaser or mortgagee of the Building.

Section 26. Events of Default.

(a) The following events shall be deemed to be events of default by Lessee under this Lease:

(i) Lessee shall fail to pay any installment of the rent hereby reserved or other sum of money payable hereunder
when due and the continuance of such failure for ten (10) days.

(ii) Lessee shall fail to comply with any term, provision, or covenant of this Lease, other than the payment of rent,
and shall not cure such failure within thirty (30) days after written notice thereof to Lessee, or, if such failure
cannot reasonably be cured within such thirty (30) day period, Lessee commence such actions as are necessary
to effect such cure within such thirty (30) day period and thereafter prosecute such cure regularly and diligently to
conclusion.

(iii) Lessee shall become insolvent, or shall make a transfer in fraud of creditors, or shall commit any act of
bankruptcy, or shall make an assignment for the benefit of creditors, or Lessee shall admit in writing its inability to
pay its debts as they become due.

(iv) Lessee shall file a petition with any bankruptcy court under any section or chapter of the National Bankruptcy
Act, as amended, or under any similar law or statute of the United States or any State thereof, or Lessee shall be
the subject of an order for relief issued under the National Bankruptcy Act, as amended, or under any similar law
or statute, or Lessee shall have filed any petition or answer seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or future federal or state act or law relating
to bankruptcy, insolvency or other relief of debtors, or Lessee shall be the subject of any order, judgment or
decree entered into by a court of competent jurisdiction approving a petition filed against Lessee for any
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present
or future federal or state act relating to bankruptcy, insolvency or other relief for debtors;

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(v) A receiver, conservator or trustee shall be appointed for all or substantially all of the assets of Lessee or of the
Premises or any of Lessee's property located thereon in any proceeding brought by Lessee, or any such receiver
or trustee shall be appointed in any proceeding brought against Lessee and shall not be discharged within sixty
(60) days after such appointment, or Lessee shall consent to or acquiesce in such appointment.

(vi) The leasehold hereunder shall be taken on execution or other process of law in any action against Lessee.

(vii) Lessee shall abandon any portion of the Premises.

(viii) Lessee shall fail to vacate the space by the expiration of this lease.

(b) If an event of default shall have occurred, Lessor shall have the right at its election, then or at any time
thereafter (and upon the expiration of any applicable grace period, Lessee shall not be entitled to cure same and
be reinstated as "Lessee" in good standing hereunder), to pursue any one or more of the following remedies in
addition to all other rights or remedies provided herein or at law or in equity:

(i) Lessor may terminate this Lease and forthwith repossess the Premises and be entitled to recover forthwith as
damages a sum of money equal to the total of (A) the cost of recovering the Premises, (B) the unpaid rent earned
at the time of termination, plus interest thereon at the rate of eighteen percent (18%) per annum or the maximum
legal rate, whichever is lesser from the due date, (C) the balance of the rent for the remainder of the term less the
fair market value of the Premises for such period, and (D) any other sum of money and damages owed by Lessee
to Lessor.

(ii) Lessor may terminate Lessee's right of possession (but not the Lease) and may repossess the Premises by
forcible entry or detainer suit or otherwise, without demand or notice of any kind to Lessee and without
terminating this Lease, in which event Lessor may, but shall be under no obligation to do so, relet the same for the
account of Lessee for such rent and upon such terms as shall be satisfactory to Lessor. For the purpose of such
reletting, Lessor is authorized to decorate or to make any repairs, changes, alterations, or additions in or to the
Premises and to incur leasing commissions that may be necessary or convenient, and (A) if Lessor shall fail or
refuse to relet the Premises, or (B) if the same are relet and a sufficient sum shall not be realized from such
reletting after paying the unpaid base and additional rent due hereunder earned, but unpaid at the time of reletting,
plus eighteen percent (18%) interest thereon or the highest lawful rate, whichever is lesser, the cost of recovering
possession, and all of the costs and expenses of such decorations, repairs, changes, alterations, and additions,
and leasing commissions and the expense of such reletting and of the collection of the rent accruing therefrom to
satisfy the rent provided for in this Lease to be paid, then Lessee shall pay to Lessor as damages a sum equal to
the amount of the rent reserved in this Lease for such period or periods, or if the Premises have been relet,
Lessee shall satisfy and pay any such deficiency upon demand therefor from time to time, and Lessee agrees that
Lessor may file suit to recover any sums falling due under the terms of this Section 26 from time to time; and that
no delivery or recovery of any portion due Lessor hereunder shall be any defense in any action to recover any
amount not theretofore reduced to judgment in favor of Lessor, nor shall such reletting be construed as an
election on the part of Lessor to terminate this Lease unless a written notice of such intention be given to Lessee
by Lessor. Notwithstanding any such reletting without termination, Lessor may at any time thereafter elect to
terminate this Lease for such previous breach.

Section 27. Lessor's Right to Relet.

In the event of default by Lessee in any of the terms or covenants of this Lease or in the event the Premises are
abandoned by Lessee, Lessor shall have the right, but not the obligation, to relet same for the remainder of the
term provided for herein, and if the rent received through reletting does not at least equal the rent provided for
herein, Lessee shall pay and satisfy the deficiency between the amount of the rent so provided for and that
received through reletting, including, but not limited to, the cost of renovating, altering, and decorating for a new
occupant as well as any leasing commissions incurred in connection therewith. Nothing herein shall be construed
as in any way denying Lessor the right, in the event of abandonment of the Premises or other breach of this Lease
by Lessee, to treat the same as an entire breach, and at Lessor's option to terminate this Lease and/or
immediately seek recovery for the entire breach of this Lease and any and all damages which Lessor suffers
thereby.

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Section 28. Lien for Rent.

In consideration of the mutual benefits arising under this Lease, Lessee hereby grants to Lessor a lien and security
interest on Lessee's furniture, equipment, machinery and furnishings now or hereafter placed in or upon the
Premises and such property shall be and remain subject to such lien and security interest of Lessor for payment of
all rent and other sums agreed to be paid by Lessee herein. The provisions of this paragraph relating to such lien
and security interest shall constitute a security agreement under the Uniform Commercial Code so that Lessor
shall have and may enforce a security interest on such property of Lessee. Lessee agrees to execute as debtor
such financing statement or statements as Lessor may now or hereafter reasonably request in order that such
security interest or interests may be perfected pursuant to the Uniform Commercial Code. Lessor may at its
election at any time file a copy of this Lease as a financing statement. Lessor, as secured party, shall be entitled to
all of the rights and remedies afforded a secured party under the Uniform Commercial Code in addition to and
cumulative of the landlord's liens and rights provided by law or by the other terms and provisions of this Lease.

Section 29. Attorneys' Fees.

In the event either party hereto institutes any legal or equitable proceeding against the other party hereto, the
prevailing party shall be entitled to recover its reasonable attorneys fees.

Section 30. No Implied Waiver.

The failure of Lessor to insist at any time upon the strict performance of any covenant or agreement or to exercise
any option, right, power, or remedy contained in this Lease shall not be construed as a waiver or a relinquishment
thereof for the future. The waiver of or redress for any violation of any term, covenant, agreement, or condition
contained in this Lease shall not prevent a subsequent act, which would have originally constituted a violation,
from having all the force and effect of an original violation. No express waiver shall affect any condition other than
the one specified in such waiver and that one only for the time and in the manner specifically stated. A receipt by
Lessor of any rent with knowledge of the breach of any covenant or agreement contained in this Lease shall not
be deemed a waiver of such breach, and no waiver by Lessor of any provision of this Lease shall be deemed to
have been made unless expressed in writing and signed by Lessor. No payment by Lessee or receipt by Lessor
of a lesser amount than the monthly installment of rent due under this Lease shall be deemed to be other than on
account of the earliest rent due hereunder, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as rent be deemed an accord and satisfaction, and Lessor may accept such
check or payment without prejudice to Lessor's right to recover the balance of such rent or pursue any other
remedy in this Lease provided.

Section 31. Casualty Insurance.

Lessor shall maintain fire and extended coverage insurance on the Building. Such insurance shall be maintained
with an insurance company authorized to do business in Texas, in amounts desired by Lessor and at the expense
of Lessor (as a part of the Basic Costs), and payments for losses thereunder shall be made solely to Lessor.
Lessee shall maintain at its expense fire and extended coverage insurance on all of its personal property, including
removable trade fixtures, located in the Premises and on all additions and improvements made by Lessee and not
required to be insured by Lessor above. If the annual premiums to be paid by Lessor shall exceed the standard
rates because Lessee's operations, contents of the Premises, or improvements with respect to the Premises
beyond Building standard, result in extra-hazardous exposure, Lessee shall pay the excess amount of the
premium upon request therefor by Lessor.

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Section 32. Liability Insurance.

Lessor shall, at its expense (as a part of the Basic Costs), maintain a policy or policies of comprehensive general
liability insurance with the premiums thereon fully paid on or before the due date, issued by and binding upon
some solvent insurance company.

Lessee shall, at Lessee's expense, obtain and keep in force during the term of this Lease a policy of Combined
Single Limit Bodily Injury and Property Damage Insurance insuring Lessee and Lessor against any liability arising
out of the use, occupancy or maintenance of the Premises and the Property. Such insurance shall be in an amount
not less than $500,000.00 per occurrence. The policy shall insure performance by Lessee of the indemnity
provisions of Section 33 of this Lease. The limits of said insurance shall not, however, limit the liability of Lessee
hereunder.

Section 33. Indemnity.

Neither Lessor, nor Lessor's agents, servants, or employees shall be liable to Lessee, or to Lessee's agents,
servants, employees, customers, or invitees, for any damage to person or property caused by any act, omission,
or neglect of Lessee, its agents, servants or employees, and Lessee agrees to indemnify and hold Lessor and
Lessor's agents, servants, and employees harmless from all liability and claims for any such damage. Lessee shall
not be liable to Lessor, or to Lessor's agents, servants, employees, customers, or invitees, for any damage to
person or property caused by any act, omission, or neglect of Lessor, its agents, servants, or employees, and
Lessor agrees to indemnify and hold Lessee harmless from all claims for such damage.

Section 34. Waiver of Subrogation Rights.

Anything in this Lease to the contrary notwithstanding, Lessor and Lessee each hereby waives any and all rights
of recovery, claim, action, or cause of action, against the other, its agents, officers, or employees, for any loss or
damage that may occur to the Premises, or any improvements thereto, or any personal property of such party
therein, by reason of fire, the elements, or any other cause or origin, including negligence of the other party
hereto, its agents, officers, or employees, and covenants that no insurer shall hold any right of subrogation against
such other party.

Section 35. Casualty Damage.

If the Premises or any part thereof shall be damaged by fire or other casualty, Lessee shall give prompt written
notice thereof to Lessor. In case the Building shall be damaged by fire or other casualty, but shall not be rendered
untenantable in whole or in part, Lessor shall, at its sole expense, cause such damage to be repaired with
reasonable diligence to substantially the same condition in which it was immediately prior to the happening of the
casualty, and the Base Rental hereunder shall not be abated; however, in case the Building shall be so damaged
by fire or other casualty that substantial alteration or reconstruction of the Building shall, in Lessor's sole opinion,
be required (whether or not the Premises shall have been damaged by such fire or other casualty), or in the event
any mortgagee under a mortgage or deed of trust covering the Building should require that the insurance proceeds
payable as a result of said fire or other casualty be used to retire the mortgage debt, Lessor may, at its option,
terminate this Lease and the term and estate hereby granted by notifying Lessee in writing of such termination
within sixty (60) days after the date of such damage. If Lessor does not thus elect to terminate this Lease, Lessor
shall within seventy-five (75) days after the date of such damage commence to repair and restore the Building and
shall proceed with reasonable diligence to restore the Building (except that Lessor shall not be responsible for
delays outside its control) to substantially the same condition in which it Was immediately prior to the happening
of the casualty, except that Lessor shall not be required to rebuild, repair, or replace any part of Lessee's fixtures,
equipment or other personal property removable by Lessee under the provisions of this Lease, and Lessor shall
not in any event be required to spend for such work an amount in excess of the insurance proceeds actually
received by Lessor as a result of the fire or other casualty. Lessor shall not be liable for any inconvenience or
annoyance to Lessee or injury to the business of Lessee resulting in any way from such damage or the repair
thereof, except that, subject to the provisions of the next sentence, Lessor shall allow Lessee a fair diminution of
rent during the time and to the extent the Premises, or any portion thereof, are unfit for occupancy. If the
Premises or any other portion of the Building be damaged by fire or other casualty resulting from the fault or

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negligence of Lessee or any of Lessee's agents, employees, or invitees, the rent hereunder shall not be diminished
during the repair of such damage, and Lessee shall be liable to Lessor for the cost and expense of the repair and
restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance
proceeds. Any insurance which may be carried by Lessor or Lessee against loss or damage to the Building or to
the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control.

Section 36. Condemnation.

If the whole or substantially the whole of the Premises should be taken for any public or quasi-public use under
any governmental law, ordinance, or regulation, or by right of eminent domain, or should be sold to the
condemning authority in lieu of condemnation, then this Lease shall terminate as of the date when physical
possession of the Premises is taken by the condemning authority. If less than the whole or substantially the whole
of the Complex, Building or the Premises is thus taken or sold, Lessor (whether or not the Premises are affected
thereby) may terminate this Lease by giving written notice thereof to Lessee within sixty (60) days after the right
of election accrues, in which event this Lease shall terminate as of the date when physical possession of such
portion of the Complex or Building or Premises is taken by the condemning authority. If upon any such taking or
sale of less than the whole or substantially the whole of the Complex or Building or the Premises this Lease shall
not be thus terminated, the Base Rental payable thereunder shall be diminished by an amount representing that
part of the Base Rental as shall properly, in Lessor's reasonable judgment, be allocable to the portion of the
Premises which was so taken or sold or affected, if any, and Lessor shall, at Lessor's sole expense, restore and
reconstruct the Complex, Building or the Premises, as the case may be, to substantially their former condition to
the extent that the same, in Lessor's judgment, may be feasible; Lessor shall not in any event be required to spend
for such work an amount in excess of the amount received by Lessor as compensation awarded upon a taking of
any part or all of the Complex, Building or the Premises, and Lessee shall not be entitled to and expressly waives
all claim to any such compensation.

Section 37. Notices and Cure.

In the event of any act or omission by Lessor which would give Lessee the right to damages from Lessor or the
right to terminate this Lease by reason of the constructive or actual eviction from all or part of the Premises or
otherwise, Lessee shall not sue for such damages or exercise any such right to terminate until it shall have given
written notice of such act or omission to Lessor and to the holder(s) of any indebtedness or other obligations
secured by any mortgage or deed of trust affecting the Premises (to the extent Lessor provides Lessee with
appropriate notice addresses for any such persons), and a reasonable period of time for remedying such act or
omission shall have elapsed following the giving of such notice, during which time Lessor and such holder(s) or
either of them, their agents or employees, shall be entitled to enter upon the Premises and do therein whatever
may be necessary to remedy such act or omission. During the period after the giving of such notice and during the
remedying of such act or omission, the Base Rental payable by Lessee for such period as provided in this Lease
shall be abated and apportioned only to the extent that any part of the Premises shall be untenantable.

Section 38. Personal Liability.

The liability of Lessor to Lessee for any default by Lessor under the terms of this Lease shall be limited to the
interest of Lessor in the Building and the land on which the Building is situated, and Lessee agrees to look solely
to Lessor's interest in the Building and the land on which the Building is situated for the recovery of any judgment
from Lessor, it being intended that Lessor shall not be personally liable for any judgment or deficiency. This
clause shall not be deemed to limit or deny any remedies which Lessee may have in the event of a default by
Lessor hereunder which do not involve the personal liability of Lessor.

                                          Tenant Initials ___________

                                         Landlord Initials___________

                                                        -11-
Section 39. Notice.

Any notice, communication, request, reply, or advice (hereinafter severally and collectively called "notice") in this
Lease provided for or permitted to be given, made, or accepted by either party to the other must be in writing,
and may, unless otherwise in this Lease expressly provided, be given or be served by depositing the same in the
United States mail, postpaid and certified and addressed to the party to be notified, with return receipt requested,
or by delivering the same in person to and officer of such party, or by prepaid telegram, when appropriate,
addressed to the party to be notified. Notice deposited in the mail in the manner hereinabove described shall be
effective, unless otherwise stated in this Lease, from and after the expiration of three {3} days after it is so
deposited. Notice given in any other manner shall be effective only if and when received by the party to be
notified. For purposes of notice, the addresses of the parties shall, until changed as herein provided, be as
follows:

                           For Lessor:            13714 Gamma, Ltd.
                                                  c/o Harkinson Investment Corporation
                                                  4560 Beltline Road, Suite 201
                                                  Addison, TX 75001


                           For Lessee:            I Element, Inc.
                                                  13714 Gamma Road, Suite 120
                                                  Farmers Branch, TX 75244




The parties hereto and their respective heirs, successors, legal representatives, and assigns shall have the right
from time to time and at any time to change their respective addresses and each shall have the right to specify as
its address any other address by at least fifteen (15) days' written notice to the other party delivered in
compliance with this Paragraph 39.

Section 40. Surrender.

On the last day of the term of this Lease, or upon the earlier termination of this Lease, Lessee shall peaceably
surrender the Premises to Lessor in good order, repair, and condition at least equal to the condition when
delivered to Lessee, excepting only reasonable wear and tear resulting from normal use, and damage by fire or
other casualty covered by the insurance carried by Lessor. All movable fixtures, office equipment, and other
personal property of Lessee shall remain the property of Lessee, and upon the expiration date or earlier
termination of this Lease may be removed from the Premises by Lessee, subject, however, to Lessor's lien for
rent; provided, however, that Lessee shall repair and restore in a good and workmanlike manner (reasonable
wear and tear excepted), any damage to the Premises or the Building caused by such removal. Any of such
movable fixtures, office equipment and other personal property not so removed by Lessee at or prior to the
expiration date or earlier termination of this Lease shall become the property of Lessor. All other property as a
part of the Premises attached or affixed to the floor, wall, or ceiling of the Premises (including wall-to-wall
carpeting, paneling, or other wall covering) are the property of Lessor and shall remain upon and be surrendered
with the Premises as a part thereof at the termination of this Lease by lapse of time or otherwise, Lessee hereby
waiving all rights to any payment or compensation therefor. Notwithstanding anything herein to the contrary,
Lessee's surrender of the Premises shall in no way affect Lessee's obligation to pay rent to the date of expiration
of this Lease, whether or not the amount of such obligation has been ascertained either as of the date Lessee
surrenders the Premises or as of the date of expiration of this Lease.

Section 41. Captions.

The captions of each Section of this Lease are inserted and included solely for convenience and shall never be
considered or given any effect in construing this Lease, or any provisions hereof, or in connection with the duties,
obligations, or liabilities of the respective parties hereto, or in ascertaining intent, if any question of intent exists.

                                                          -12-
Section 42. Entirety and Amendments.

This Lease embodies the entire contract between the parties hereto relative to the subject matter hereof. No
variations, modifications, changes, or amendments herein or hereof shall be binding upon any party hereto unless
in writing, executed by a duly authorized officer or a duly authorized agent of the particular party. All exhibits
referred to in this Lease and attached hereto are incorporated herein for all purposes.

Section 43. Severability.

If any term or provision of this Lease, or the application thereof to any person or circumstance, shall, to any
extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by
law.

Section 44. Binding Effect.

Subject to Section 21, all covenants and obligations as contained within this Lease shall bind, extend, and inure to
the benefit of Lessor, its successors and assigns, and shall be binding upon Lessee, its permitted successors and
assigns.

Section 45. Number and Gender of Words.

All personal pronouns used in this Lease shall include the other gender, whether used in the masculine, feminine,
or neuter gender, and the singular shall include the plural whenever and as often as may be appropriate.

Section 46. Recordation.

Lessee agrees not to record this Lease, but Lessee agrees, on request of Lessor, to execute a short form lease in
form recordable and complying with applicable Texas laws. In no event shall such document set forth the rental
or other charges payable by Lessee under this Lease; and any such document shall expressly state that it is
executed pursuant to the provisions contained in this Lease and is not intended to vary the terms and conditions
of this Lease.

Section 47. Governing Law.

This Lease and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in
accordance with the laws of the State of Texas.

Section 48. Force Majeure.

Whenever a period of time is herein prescribed for the taking of any action by Lessor, Lessor shall not be liable
or responsible for, and there shall be excluded from the computation of such period of time, any delays due to
strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or
any act, omission, delay, or neglect of Lessee or any of Lessee's employees or agents, or any other cause
whatsoever beyond the control of Lessor. Furthermore, the foregoing shall in no manner release, relieve or affect
the independent obligation of Lessee to pay rent hereunder.

Section 49. Environmental Requirements.

Except for Hazardous Material contained in products used by Tenant in legal, non reportable de minimis
quantities for ordinary cleaning and office purposes, Tenant shall not permit or cause any party to bring any
Hazardous Material upon the Premises or transport, store, use, generate, manufacture or release, any Hazardous
Material in or about the Premises without Landlord's prior written consent. Tenant, at its sole cost and expense,
shall operate its business in the Premises in strict compliance with all Environmental Requirements and shall
remediate in a manner satisfactory to Landlord any Hazardous Materials released on or from the Project by
Tenant, its agents, employees, contractors, subtenants or invitees. Tenant shall complete and

                                          Tenant Initials ___________
Landlord Initials___________

            -13-
certify to disclosure statements as requested by Landlord from time to time relating to Tenant's transportation,
storage, use, generation, manufacture or release of Hazardous Materials on the Premises. The term
"Environmental Requirements" means all applicable present and future statutes, regulations, ordinances, rules,
codes, judgments, orders or other similar enactments of any governmental authority or agency regulating or
relating to health, safety, or environmental conditions on, under, or about the Premises or the environment,
including without limitation, the following: the Comprehensive Environmental Response, Compensation and
Liability Act; the Resource Conversation and Recovery Act; and all state and local counterparts thereto, and any
regulations or policies promulgated or issued thereunder. The term "Hazardous Materials" means and includes
any substance, material, waste, pollutant, or containment listed or defined as hazardous or toxic, under any
Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas
liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). As
defined in Environmental Requirements, Tenant is and shall be deemed to be the "operator" of Tenant's "facility"
and the "owner" of all Hazardous Materials brought on the Premises by Tenant, its agents, employees,
contractors or invitees, and the wastes, by-products, or residues generated, resulting, or produced therefrom.

Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses (including, without
limitation, diminution in value of the Premises or the Project and loss of rental income from the Project), claims,
demands, actions, suits, damages (including, without limitation, punitive damages), expenses (including, without
limitation, remediation, removal, repair, corrective action, or cleanup expenses), and costs (including, without
limitation, actual attorneys' fees, consultant fees or expert fees and including, without limitation, removal or
management of any asbestos brought into the property in breach of the requirements of this Paragraph 49,
regardless of whether such removal or management is required by law) which are brought or recoverable against,
or suffered or incurred by Landlord as a result of any release of Hazardous Materials for which Tenant is
obligated to remediate as provided above or any other breach of the requirements under this Paragraph 49 by
Tenant, its agents, employees, contractors, subtenants, assignees or invitees, regardless of whether Tenant had
knowledge of such noncompliance. The obligations of Tenant under this Paragraph 49 shall survive any
termination of this Lease.

Section 50. Relationship of Parties.

Nothing contained herein shall create any relationship between the parties hereto other than that of landlord and
tenant, and it is acknowledged and agreed that Lessor does not in any way or for any purpose intend, nor shall
this Lease be construed, to create as between Lessor and Lessee the relation of partner, joint venturer or
member of a joint or common enterprise with Lessee.

Section 51. Security Deposit and Prepaid Rent. DELETED

Section 52. Time of Essence.

Time is of the essence of this Lease.

Section 53. Riders.

The following numbered Riders are attached hereto and incorporated herein and made a part of this Lease for all
purposes: Exhibit A and Exhibit B.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease in multiple original counterparts as of
the date and year first above written.

                      LESSOR:              13714 Gamma, Ltd.

                                           By:/S/ William J. Harkinson
                                              ------------------------------------
                                              William J. Harkinson, President
                                              Harkinson Investment Corporation,
                                              General Partner
LESSEE:   I Element, Inc., a Nevada Corp.

          By:/S/ Ivan Zweig
             ------------------------------------
             Ivan Zweig
             CEO

                            Tenant Initials ___________

                            Landlord Initials___________




                     -14-
        EXHIBIT A
       FLOORPLAN

Tenant Initials ___________

Landlord Initials___________

            -15-
                                              "EXHIBIT B"
                                        RULES AND REGULATIONS

1. The sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or its agents, or used by
them for any purpose other than ingress and egress to and from the Premises.

2. Tenant shall not place any objects, including antennas, outdoor furniture, etc., in the parking areas, landscaped
areas or other areas outside of its Premises, or on the roof of the Project.

3. Except for seeing-eye dogs, no animals shall he allowed in the offices, halls, or corridors in the Project.

4. Tenant shall not disturb the occupants of the Project or adjoining buildings by the use of any radio or musical
instrument or by the making of loud or improper noises.

5. If Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord or its agent will
direct the electrician as to where and how the wires may be introduced: and, without such direction, no boring or
cutting of wires will be permitted. Any such installation or connection shall be made at Tenant's expense.

6. Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the
Premises, except as specifically approved in the Lease. The use of oil, gas or inflammable liquids for heating,
lighting or any other purpose is expressly prohibited. Explosives or other articles deemed extra hazardous shall
not be brought into the Project.

7. Parking any type of recreational vehicles is specifically prohibited on or about the Project. Except for the
overnight parking of operative vehicles, no vehicle of any type shall be stored in the parking areas at any time. In
the event that a vehicle is disabled, it shall be removed within 48 hours. There shall be no "For Sale" or other
advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated parking areas in
conformity with all signs and other markings. All parking will be open parking, and no reserved parking,
numbering or lettering of individual spaces will be permitted except as specified by Landlord.

8. Tenant shall maintain the Premises free from rodents, insects and other pests.

9. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord,
is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the
Rules and Regulations of the Project.

10. Tenant shall not cause any unnecessary labor by reason of Tenant's carelessness or indifference in the
preservation of good order and cleanliness. Landlord shall not be responsible to Tenant for any loss of property
on the Premises, however occurring, or for any damage done to the effects of Tenant by the janitors or any other
employee or person.

11. Tenant shall give Landlord prompt notice of any defects in the water, lawn sprinkler, sewage, gas pipes,
electrical lights and fixtures, hearing apparatus, or any other service equipment affecting the Premises.

12. Tenant shall not permit storage outside the Premises, including without limitation, outside storage of trucks
and other vehicles, or dumping of waste or refuse or permit any harmful materials to be placed in any drainage
system or sanitary system in or about the Premises.

13. All moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash
enclosure areas, if any, provided for that purpose.

14. No auction, public or private, will be permitted on the Premises or the Project.

                                          Tenant Initials ___________

                                         Landlord Initials___________

                                                        -16-
15. No awnings shall be placed over the windows in the Premises except with the prior written consent of
Landlord.

16. The Premises shall not be used for lodging, sleeping or cooking or for any immoral or illegal purposes or for
any purpose other than that specified in the Lease. No gaming devices shall be operated in the Premises.

17. Tenant shall ascertain from Landlord the maximum amount of electrical current which can safely be used in
the Premises, taking into account the capacity of the electrical wiring in the Project and the Premises and the
needs of other tenants, and shall not use more than such safe capacity. Landlord's consent to the installation of
electric equipment shall not relieve Tenant from the obligation not to use more electricity than such safe capacity.

18. Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage.

19. Tenant shall not install or operate on the Premises any machinery or mechanical devices of a nature not
directly related to Tenant's ordinary use of the Premises and shall keep all such machinery free of vibration, noise
and air waves which may be transmitted beyond the Premises.

20. Tenant shall not dump waste or refuse or permit any harmful materials (including paper towels, sanitary
napkins, etc.) to be placed in any drainage system or sanitary system in or about the Premises.

21. The Landlord reserves the right to rescind any of these rules and make such other and further rules and
regulations as in the judgment of the Landlord shall from time to time be needed for safety, protection, care and
cleanliness of the Project, the operation thereof, the preservation of good order therein, and the protection and
comfort of its tenants, their agents, employees and invitees, including but not limited to rules and regulations
regarding hours of access to the Project, which rules when made and notice thereof given to a tenant shall be
binding upon him in like manner as if originally herein prescribed. In the event of any conflict, inconsistency, or
other differences between the terms and provision of these rules and regulations and any lease now or hereafter in
effect between Landlord and any tenant in the Building, Landlord shall have the right to rely on the term or
provision in either such lease or such Rules and Regulations which is most restrictive on such tenant and most
favorable to Landlord.

                                          Tenant Initials ___________

                                         Landlord Initials___________

                                                        -17-
EXHIBIT 10.6

                                                    WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE
UNDER THE ACT OR
(2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT
RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.

                          Warrant To Purchase 2,617,188 Shares of Common Stock

                                         IELEMENT CORPORATION

                                       Date of Issuance: December 30, 2006

No. Vista 1

THIS CERTIFIES that, for value received, Vista Capital, S.A., an entity duly formed and organized under the
laws of Switzerland, or its assigns (in either case, the "Holder") is entitled to purchase, subject to the provisions of
this Warrant, from IElement Corporation, a Nevada corporation (the "Company"), at the price per share set forth
in Section 9 hereof, that number of shares of the Company's common stock (the "Common Stock") set forth in
Section 8 hereof. This Warrant is referred to herein as the "Warrant" and the shares of Common Stock issuable
pursuant to the terms hereof are sometimes referred to herein as "Warrant Shares."

1. HOLDER EXERCISE OF WARRANT. This Warrant shall be exercisable in whole or in part at any time
prior to the Expiration Date. To exercise this Warrant in whole, the Holder shall deliver to the Company at its
principal office, (a) a written notice, in substantially the form of the exercise notice attached hereto as EXHIBIT
A (the "Exercise Notice"), of the Holder's election to exercise this Warrant, which notice shall specify the number
of shares of Common Stock to be purchased, (b) a check (or wire transfer of funds) in the amount of the
aggregate exercise price for the Warrant Shares being purchased, and (c) this Warrant. The Company shall as
promptly as practicable, and in any event within twenty (20) days after delivery to the Company of (i) the
Exercise Notice, (ii) the check (or wire transfer of funds) mentioned above, and (iii) this Warrant, execute and
deliver or cause to be executed and delivered, in accordance with such notice, a certificate or certificates
representing the aggregate number of

                                                           1
shares of Common Stock specified in such notice, provided this Warrant has vested on or prior to the date such
notice is delivered. Each certificate representing Warrant Shares shall bear the legend or legends required by
applicable securities laws as well as such other legend(s) the Company requires to be included on certificates for
its Common Stock. The Company shall pay all expenses and other charges payable in connection with the
preparation, issuance and delivery of such stock certificates except that, in case such stock certificates shall be
registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxes
that are payable upon the issuance of such stock certificate or certificates shall be paid by the Holder at the time
of delivering the Exercise Notice. All shares of Common Stock issued upon the exercise of this Warrant shall be
validly issued, fully paid, and nonassessable.

The Warrant shall expire on DECEMBER 31, 2007 (the "Expiration Date"). The Investor may exercise the
warrant at any time prior to the Expiration Date. The Company has no restriction on the sale or transfer of the
Warrant or Warrant Shares; however, the Investor is required to comply with all state and U. S. laws and
regulations relating to security sales and transfers.

2. REGISTRATION RIGHTS. The Company agrees not to file a registration statement with the SEC, other than
on Form 10, Form S-4 (except for a public reoffering or resale) or Form S-8 without first having registered (or
simultaneous registering) the Common Stock or Warrant Shares.

3. RESERVATION OF SHARES. The Company hereby covenants that at all times during the term of this
Warrant there shall be reserved for issuance such number of shares of its Common Stock as shall be required to
be issued upon exercise of this Warrant.

4. FRACTIONAL SHARES. This Warrant may be exercised only for a whole number of shares of Common
Stock, and no fractional shares or scrip representing fractional shares shall be issuable upon the exercise of this
Warrant.

5. TRANSFER OF WARRANT AND WARRANT SHARES. The Holder may sell, pledge, hypothecate, or
otherwise transfer this Warrant, in whole, in accordance with and subject to the terms and conditions set forth in
the Subscription Agreement and then only if such sale, pledge, hypothecation, or transfer is made in compliance
with the act or pursuant to an available exemption from registration under the act relating to the disposition of
securities, and is made in accordance with applicable state securities laws.

6. LOSS OF WARRANT. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, or
destruction of this Warrant, and of indemnification satisfactory to it, or upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new warrant of like tenor.

7. RIGHTS OF THE HOLDER. No provision of this Warrant shall be construed as conferring upon the Holder
the right to vote, consent, receive dividends or receive notice other than as expressly provided herein. Prior to
exercise, no provision hereof, in the absence of affirmative action by the Holder to exercise this Warrant, and no
enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the holder for the
purchase price of any warrant shares or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.

                                                          2
8. NUMBER OF WARRANT SHARES. This Warrant shall be exercisable for two million six hundred
seventeen thousand one hundred eighty-eight (2,617,188) shares of the Company's Common Stock, as adjusted
in accordance with this Agreement.

9. EXERCISE PRICE; ADJUSTMENT OF WARRANTS.

a. DETERMINATION OF EXERCISE PRICE. The per share purchase price (the "Exercise Price") for each of
the Warrant Shares purchasable under this Warrant shall be equal to Ten Cents ($0.10).

b. ADJUSTMENT FOR MERGERS OR REORGANIZATION, ETC. In case of any consolidation or merger
of the Company with or into another corporation or the conveyance of all or substantially all of the assets of the
Company to another corporation, this Warrant shall be exercisable into the number of shares of stock or other
securities or property to which a holder of the number of shares of Common Stock of the Company deliverable
upon exercise of this Warrant would have been entitled upon such consolidation, merger or conveyance; and, in
any such case, appropriate adjustment (as determined by the Board of Directors of the Company) shall be made
in the application of the provisions herein set forth with respect to the rights and interest thereafter of the holder of
this Warrant, to the end that the provisions set forth herein shall thereafter be applicable, as nearly as reasonable
may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of this
Warrant.

c. NO IMPAIRMENT. THE COMPANY WILL NOT, THROUGH ANY REORGANIZATION,
TRANSFER OF ASSETS, CONSOLIDATION, MERGER, DISSOLUTION, ISSUE OR SALE OF
SECURITIES OR ANY OTHER VOLUNTARY ACTION, AVOID OR SEEK TO AVOID THE
OBSERVANCE OR PERFORMANCE OF ANY OF THE TERMS TO BE OBSERVED OR
PERFORMED HEREUNDER BY THE COMPANY, BUT WILL AT ALL TIMES IN GOOD FAITH
ASSIST IN THE CARRYING OUT OF ALL THE PROVISIONS OF THIS SECTION AND IN THE
TAKING OF ALL SUCH ACTION AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO
PROTECT THE EXERCISE RIGHTS OF THE HOLDER OF THIS WARRANT AGAINST
IMPAIRMENT.

d. ISSUE TAXES. The Company shall pay issue taxes that may be payable in respect of any issue or delivery of
shares of Common Stock on exercise of this Warrant, in whole; provided, however, that the Company shall not
be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any
such exercise.

e. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Company shall at all times reserve
and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting
the exercise of this Warrant, such number of its shares of common stock as shall from time to time be sufficient to
effect the exercise of this Warrant; and if at any time the number of authorized but unissued shares of common
stock shall not be sufficient to effect the exercise of this Warrant, the Company will take all appropriate corporate
action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of
common stock to such number of shares as shall be sufficient for such purpose.

                                                           3
10. CERTAIN DISTRIBUTIONS. In case the Company shall, at any time, prior to the Expiration Date, declare
any distribution of its assets to holders of its common stock as a partial liquidation, distribution or by way of
return of capital, other than as a dividend payable out of earnings or any surplus legally available for dividends,
then the Holder shall be entitled, upon the proper exercise of this Warrant in whole prior to the effecting of such
declaration, to receive, in addition to the shares of common stock issuable on such exercise, the amount of such
assets (or at the option of the Company a sum equal to the value thereof at the time of such distribution to holders
of common stock as such value is determined by the Board of Directors of the Company in good faith), which
would have been payable to the Holder had it been a holder of record of such shares of common stock on the
record date for the determination of those holders of Common Stock entitled to such distribution.

11. DISSOLUTION OR LIQUIDATION. In case the Company shall, at any time prior to the Expiration Date,
dissolve, liquidate or wind up its affairs, the Holder shall be entitled, upon the proper exercise of this Warrant in
whole and prior to any distribution associated with such dissolution, liquidation, or winding up, to receive on such
exercise, in lieu of the shares of Common Stock to which the Holder would have been entitled, the same kind and
amount of assets as would have been distributed or paid to the Holder upon any such dissolution, liquidation or
winding up, with respect to such shares of Common Stock had the Holder been a holder of record of such share
of Common Stock on the record date for the determination of those holders of Common Stock entitled to
receive any such dissolution, liquidation, or winding up distribution.

12. RECLASSIFICATION OR REORGANIZATION. In case of any reclassification, capital reorganization or
other change of outstanding shares of common stock of the Company (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of an issuance of common stock by
way of dividend or other distribution or of a subdivision or combination), the Company shall cause effective
provision to be made so that the Holder shall have the right thereafter by exercising this Warrant, IN
ACCORDANCE WITH THE Unit Subscription Agreement, to purchase the kind and amount of shares of stock
and other securities and PROPERTY RECEIVABLE UPON SUCH RECLASSIFICATION, CAPITAL
REORGANIZATION OR OTHER CHANGE, BY A HOLDER OF THE PROPORTIONAL EQUITY
OWNERSHIP IN COMMON STOCK WHICH MIGHT HAVE BEEN PURCHASED UPON EXERCISE
OF THIS WARRANT IMMEDIATELY PRIOR TO SUCH RECLASSIFICATION OR CHANGE. ANY
SUCH PROVISION SHALL INCLUDE PROVISION FOR ADJUSTMENTS WHICH SHALL BE AS
NEARLY EQUIVALENT AS MAY BE PRACTICABLE TO THE ADJUSTMENTS PROVIDED FOR IN
THIS WARRANT. THE FOREGOING PROVISIONS OF THIS SECTION 12 SHALL SIMILARLY
APPLY TO SUCCESSIVE RECLASSIFICATIONS, CAPITAL REORGANIZATIONS AND CHANGES
OF SHARES OF COMMON STOCK. IN THE EVENT THAT IN ANY SUCH CAPITAL
REORGANIZATION, RECLASSIFICATION, OR OTHER CHANGE, ADDITIONAL SHARES OF
COMMON STOCK SHALL BE ISSUED IN EXCHANGE, CONVERSION, SUBSTITUTION OR
PAYMENT, IN WHOLE, FOR OR OF A SECURITY OF THE COMPANY OTHER THAN COMMON
STOCK, ANY AMOUNT OF THE CONSIDERATION RECEIVED UPON THE ISSUE THEREOF
BEING DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY SHALL BE FINAL
AND BINDING ON THE HOLDER.

                                                         4
13. MISCELLANEOUS.

a. SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement shall inure to the benefit of,
and be binding upon, the respective successors and assigns of the parties, except to the extent otherwise
provided herein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than
the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.

b. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada without regard to the principles of conflict of laws thereof.

c. COUNTERPARTS; DELIVERY BY FACSIMILE. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Delivery of this Agreement may be effected by facsimile.

d. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this Agreement.

e. NOTICES. Unless otherwise provided, any notice required or permitted hereunder shall be given by personal
service upon the party to be notified, by nationwide overnight delivery service or upon deposit with the United
States Post Office, by certified mail, return receipt requested and: (i) if to the Company, addressed to IElement
Corporation. 17194 Preston Road, Suite 102 PMB 341, Dallas, TX 75248, or at such other address as the
Company may designate by notice to each of the Investors in accordance with the provisions of this Section; and
(ii) if to the Warrant holder, at the address indicated on the signature page hereof, or at such other addresses as
such Holder may designate by notice to the Company in accordance with the provisions of this Section.

f. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular instance and either prospectively or
retroactively), only with the written consent of the Company and a majority in interest of the Holders.

g. ENTIRE AGREEMENT. This Agreement, the Memorandum (including the exhibits and schedules thereto) by
and between the Company and the Holder, constitute the entire agreement among the parties hereto with respect
to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties hereto.

                                                          5
IN WITNESS WHEREOF, the undersigned hereby sets is hand and seal this:

                                     30th day of December 2005.

IElement Corporation.

                           By:   /s/ Ivan Zweig
                                 -----------------------------------------
                                 Name: Ivan Zweig
                                 Title: Chief Executive Officer




Consultant Name: Vista Capital, SA

                                                  6
                                           WARRANT EXHIBIT A

                                           NOTICE OF EXERCISE

                                (To be signed only upon exercise of the Warrant)

TO: I Element Corporation.

The undersigned hereby irrevocably elects to exercise the purchase rights represented by the Warrant granted to
the undersigned on ______________________, 2005 and to purchase thereunder ______________* shares
of Common Stock of IElement Corporation. (the "Company") and herewith encloses either payment of
$__________________________________ or instructions regarding the manner of exercise permitted under
Section 1 of the Warrant, in full payment of the purchase price of such shares being purchased.

Dated: ______________________________


(Signature must conform in all respects to name of holder as specified on the face of the Warrant)


(Please Print Name)


(Address)

* Insert here the number of shares being exercised, without making any adjustment for additional Common Stock
of the Company nor accounting for recapitalization or reorganization of the Company following the original date
of the Unit Subscription Agreement, other securities or property which, pursuant to the adjustment provisions of
the Warrant, may be deliverable upon exercise.

                                                        7
                                          WARRANT EXHIBIT B

(To be used by IElement Corporation. to give notice to Warrant Holders of CALL to exercise the Warrant)

                                             NOTICE OF CALL

To: The Holder of IElement Corporation Warrant.

Name: ____________________________________________


                                           (name of Warrant Holder)

Address: _________________________________________




Notice is hereby given to you that IElement Corporation. (the "Company") hereby elects to exercise its "call"
option to sell shares of common stock ("Common Stock") of the Company to you, the Investor, as of the
Warrant Call Date, at the Exercise Price and for the number of shares written below, all pursuant to that certain
Subscription Agreement and Warrant by and between the Company and you. You are required to exercise your
right to purchase common shares of the Company within the time and for the price per share as stated in the said
Warrant or you will lose your right to purchase Company common shares on the terms and conditions as stated
in said Warrant.

Call Date: _______________________________________

Intended Number of Shares: _______________________

Share Dollar Amount: _____________________________

Price Per Share: $0.10

IElement Corporation.

By: _________________________________ Dated this ____ day of ________ 200__.
Name: _________________________
Title: ________________________

                                                        8
EXHIBIT 21

                                            EXHIBIT 21.0
                                       LIST OF SUBSIDIARIES

I-Element, Inc., a Nevada corporation formed December 30, 2002.

I-Element Telephone of California, Inc., a Nevada corporation formed on October 11, 2005.

I-Element Telephone of Arizona, Inc., a Nevada corporation formed on March 13, 2006.
EXHIBIT 23.1

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS

                                            High Ridge Commons
                                              Suites 400 - 403
                                         200 Haddonfield Berlin Road
                                            Gibbsboro, NJ 08026

Securities and Exchange Commission
Washington, DC 20549

          CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ladies and Gentlemen:

We hereby consent to the use in this Registration Statement on Form SB-2 of our report dated June 28, 2005,
relating to the consolidated financial statements of MailKey Corporation and Subsidiary, which appears in such
Registration Statement. Additionally, we consent to the use of our quarterly reviewed IElement Corporation and
Subsidiary condensed consolidated financial statements for the three and nine months ended December 31,
2005. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

                             /s/ Bagell, Josephs, Levine & Company, L.L.C.

                             Bagell, Josephs, Levine & Company, L.L.C.
                             Gibbsboro, New Jersey
                             January 30, 2006
                                                 EXHIBIT 23.2

                                       LEGAL & COMPLIANCE, LLC

LAURA ANTHONY, ESQUIRE
STUART REED, ESQUIRE WWW.LEGALANDCOMPLIANCE.COM

                                          DIRECT E-MAIL:
                                     LAURAANTHONYPA@AOL.COM

May 2, 2006

Board of Directors
I-Element Corporation
17194 Preston Road
Suite 102
PMB 341
Dallas, TX 75248

Re: Registration Statement on Form SB-2

Dear Board Members:

We have acted as counsel to I-Element Corporation, a Nevada corporation (the "Company"), in connection with
the registration under the Securities Act of 1933 (the "Securities Act"), of 112,700,329 shares of the Company's
common stock, $0.001 par value per share (the "Common Stock"), as described below. A registration statement
on Form SB-2 has been filed with the Securities and Exchange Commission (file no. 333-131451) on or about
January 31, 2006 (the "Registration Statement").

The Registration Statement seeks the registration of 112,700,329 shares of the Common Stock (the "Registered
Shares"). The Registered Shares are to be offered to the public by the Selling Stockholders without the use of
any underwriters. The Registered Shares include 82,212,048 shares of common stock which are issued and
outstanding and an additional 30,488,281 shares of common stock issuable upon the exercise of warrants.

In connection with rendering this opinion we have examined executed copies of the Registration Statement and all
exhibits thereto. We have also examined and relied upon the original, or copies certified to my satisfaction, of (i)
the Articles of Incorporation, Amendments thereto and the By-laws of the Company,
(ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the
Registered Shares and related matters, and (iii) such other agreements and instruments relating to the Company
as we deemed necessary or appropriate for purposes of the opinion expressed herein. In rendering such opinion,
we have made such further investigation and inquiries relevant to the transactions contemplated by the
Registration Statement as we have deemed necessary for the opinion expressed herein, and we have relied, to

             330 CLEMATIS STREET, #217 o WEST PALM BEACH, FLORIDA o 33401
                          PHONE: 561-514-0936 o FAX 561-514-0832
                    OFFICES IN WEST PALM BEACH AND MIAMI BEACH
Board of Directors
I-Element Corporation
May 2, 2006

the extent we deemed reasonable, on certificates and certain other information provided to me by officers of the
Company and public officials as to matters of fact of which the maker of such certificate or the person providing
such other information had knowledge.

Furthermore, in rendering my opinion, we have assumed that the signatures on all documents examined by me are
genuine, that all documents and corporate record books submitted to me as originals are accurate and complete,
and that all documents submitted to me are true, correct and complete copies of the originals thereof.

Based upon the foregoing, we are of the opinion that the Registered Shares have each been duly authorized for
issuance and sale, and when sold and issued against payment therefor as contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable under the laws of the State of Nevada, including
statutory provisions, all applicable provisions of the Nevada Constitution and reporting judicial decisions
interpreting those laws.

We hereby consent to the reference to my name in the Registration Statement and the filing of this opinion as an
exhibit to the Registration Statement.

Sincerely,

Legal & Compliance, LLC

                                     By: /s/ Laura Anthony
                                        ------------------------------
                                         Laura Anthony, President




             330 CLEMATIS STREET, #217 o WEST PALM BEACH, FLORIDA o 33401
                          PHONE: 561-514-0936 o FAX 561-514-0832
                    OFFICES IN WEST PALM BEACH AND MIAMI BEACH