Memorandum of Agreement between Stanford International Bank Ltd (“Stanford”) and Kelton Investments Ltd (“Kelton”). Dated this 8th day of December 2005

Exhibit 9.1

Memorandum of Agreement between Stanford International Bank Ltd (“Stanford”)

and Xxxxxx Investments Ltd (“Xxxxxx”).

Dated this 8th day of December 2005

Whereas:

[a] Stanford and Xxxxxx jointly own shares in eLandia Solutions Inc. (the “Company”); a Company that recently was party to an arrangement with Datec Group Ltd and a merger agreement with AST Telecom LLC.

[b] The Board of Directors of the Company is to be made up initially of five directors of which three are initially Xxxxxxx Xxxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx.

[c] The remaining two directors will initially comprise of Mr. Sydney Xxxxxx Xxxxxx nominated by Stanford, and Xx. Xxxxx Xx Xxx nominated by the Xx Xxx Group, as that term is defined in that certain amended and restated arrangement agreement dated August 8, 2005.

It is agreed by Stanford and Xxxxxx that:

[1] For so long as Xxxxxx owns not less than 3% of the outstanding shares of the Company, Stanford and Xxxxxx shall vote their shares of the Company in favour of the election of Xxxxx Xx Xxx, or such other person as may be appointed at the sole discretion of Xxxxxx as a director of the Company; provided that person so appointed is either a family member of either Xxxxx Xx Xxx, or is a person that is a resident of one of the countries in the South Pacific; provided that in no case shall a nominee have adverse disclosures to make in accordance with the Securities Act of 1934, as amended, or the rules and regulations promulgated thereunder.

[2] For so long as Stanford owns not less than 3% of the outstanding shares of the Company, Stanford and Xxxxxx shall vote their shares of the Company in favour of the election of Sydney Xxxxxx Xxxxxx, or such other person as may be appointed at the sole discretion of Stanford International Bank Ltd as a director of the Company; provided that in no case shall a nominee have adverse disclosures to make in accordance with the Securities Act of 1934, as amended, or the rules and regulations promulgated thereunder.

In witness whereof the parties have executed this agreement as of the date written above:

[Signatures Begin on Following Page]

Stanford International Bank Limited
By:		/s/ Xxxxx X. Xxxxx
		Xxxxx X. Xxxxx
		Chief Financial Officer
Xxxxxx Investments Limited
By:		/s/ James Ah Xxx
		Xxxxx Xx Xxx
		Director

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