IElement CORP Watch

from SB-2/A 3 pages 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 //

from SB-2/A 3 pages 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 //

from SB-2/A 3 pages 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 //