0001078782-07-000007 Sample Contracts

Contract
Warrant Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 21, 2006, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

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MANAGEMENT AGREEMENT
Management Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • Texas

THIS MANAGEMENT AGREEMENT is made and entered into as of , 2006 by and among US Wireless Online, Inc., a Nevada corporation(“ US Wireless” or the “Company”) and Sutioc Enterprises, Inc., a Nevada corporation (together with its permitted assignees, the “ Manager ”).

SECURITY AGREEMENT
Security Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • Texas

FOR VALUE RECEIVED, IELEMENT CORPORATION, a Nevada Corporation referred to as "Debtor”, assigns and grants to RICHARD WILLIAMSON, and its successors and assigns, referred to here as "Secured Party", a security interest in all of the following property:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 21, 2006, by and among US Wireless Online, Inc., a Nevada corporation, with headquarters located at 500 West Jefferson Street, Suite 2350, Louisville, Kentucky 40202 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Buyers”).

ACQUISITION AGREEMENT AND OPTION AGREEMENT
Acquisition Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • Nevada

ACQUISITION AGREEMENT AND OPTION AGREEMENT ("Agreement") dated as of ______________, 2006 by and among US Wireless Online, Inc., a Nevada corporation ("Company) and Sutioc Enterprises, Inc., a Nevada corporation ("SUTIOC").

Amended Warrant for the Purchase of 2,250,000
Warrant Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products

THIS WARRANT SUPERCEDES AND REPLACES IN ITS ENTIRETY THAT WARRANT FOR THE PURCHASE OF 2,250,000 SHARES OF COMMON STOCK OF U.S. WIRELESS ONLINE, INC. COMMON STOCK, PAR VALUE $0.001 ISSUED TO DAVID RAGLAND ON JULY 26, 2004.

SETTLEMENT AGREEMENT
Settlement Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • Nevada

THIS SETTLEMENT AGREEMENT (“Agreement”) is executed this ______ day of December, 2006, by and between U.S. Wireless Online, Inc., a Nevada Corporation (“USWO”), and DHR Technologies, Inc., a ____________ corporation, (“DHR”), Richard Williamson, II, an individual and IElement Corporation, a ___________ Corporation, (“IElement”), (collectively, the “Parties”).

MODIFICATION AND APPROVAL AGREEMENT
Modification and Approval Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products

THIS AGREEMENT ("Agreement") dated as of December ___, 2006 is made by and among US Wireless Online, Inc., a Nevada corporation ("US Wireless”) on the one hand, and AJW Qualified Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, Ltd. and AJW Partners, LLC, on the other hand (AJW Qualified Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, Ltd. and AJW Partners, LLC are herein collectively referred to as “NIR”).

ESCROW AGREEMENT
Escrow Agreement • January 5th, 2007 • Us Wireless Online Inc • Wholesale-groceries & related products • Texas

This ESCROW AGREEMENT (the “Agreement") is entered into as of December ____, 2006 by and between US Wireless Online, Inc., a Nevada corporation ("Company) and Sutioc Enterprises, Inc., a Nevada corporation ("SUTIOC")and Legal & Compliance, LLC (the "Escrow Agent"), which term shall also include any successor escrow agent appointed in accordance with Section 6(b) of this Agreement). All of the above together shall collectively be referred to as the “Parties”.

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