Exhibit 10.3
AGREEMENT
This Agreement dated May 11, 2005 to be effective as of April 1, 2005
("Agreement") is by and between Xxxxx X. Xxxx, Attorney at Law, ("Attorney") an
individual and XA, Inc., a Nevada corporation ("XA").
W I T N E S S E T H:
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WHEREAS, XA desires for Attorney to serve as its General Counsel and be
responsible for corporate/securities matters for XA;
WHEREAS, Attorney desires to serve as General Counsel for XA and be
responsible for corporate/securities matters;
WHEREAS, Attorney and XA previously entered into an agreement covering
Attorney serving as General Counsel and corporate/securities work in January
2005 ("Previous Agreement"), and the parties desire to modify the terms of their
Previous Agreement on the terms and subject to the conditions set forth herein;
WHEREAS, this Agreement shall replace and supplant all provisions and terms
of the Previous Agreement; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, the parties hereto agree as
follows:
1. Corporate/Securities Work.
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The "Corporate/Securities Work," to be completed by Attorney under
this Agreement shall encumber the preparation and/or review of Schedule
13Ds, Form 3s, Form 4s, Schedule 00Xx, Xxxxxxxx 00Xx, Xxxxxxxx 14Cs, Form
10-Qs, Form 10-Ks and Form 8-Ks filed with the SEC. It will include the
preparation of any registration statements, responding to any comments from
the SEC, negotiating various agreements, reviewing press releases and all
corporate/securities matters that Attorney has knowledge and expertise
with. "Corporate/Securities Work," shall include all normal corporate and
securities work performed by a general counsel of a company. Blue Sky
matters will not fall within Corporate/Securities Work.
2. Payment For Corporate/Securities Work.
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In consideration for Corporate/Securities Work completed by Attorney,
XA agrees to pay Attorney $8,250 per month, reimburse Attorney for out of
pocket expenses, and issue 65,000 shares of S-8 registered common stock,
which XA agrees to register with the SEC within 30 days of the date of this
agreement. The services provided by Attorney in consideration for the
shares will not be rendered in connection with the offer or sale of
securities in a capital-raising transaction, and will not directly or
indirectly promote or maintain a market for XA's securities.
3. Consideration for Replacing Previous Agreement
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In Consideration for Attorney replacing the Previous Agreement with
this Agreement, XA agrees to issue Attorney an additional 10,000 shares of
S-8 registered common Stock (collectively with 65,000 shares which XA
agreed to be issue under 2. above, the "Shares").
4. Vesting of Shares
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XA agrees that Attorney vested 35,000 of the Shares on April 30, 2005,
including the additional 10,000 shares and that the remaining 40,000 shares
shall vest on a pro rata basis on the last day of each month covered by
this Agreement, during the eight (8) months remaining under the Term of
this Agreement. For example, on May 31, 2005, Attorney will vest 5,000 of
the Shares (giving him a total of 40,000 shares vested as of that point
under this Agreement), which represents one-eight (1/8) of the total
remaining Shares.
5. Term of Agreement.
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This Agreement shall be in effect until December 31, 2005 (the
"Term").
6. Miscellaneous
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(a) Assignment. All of the terms, provisions and conditions of this
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Agreement shall be binding upon and shall inure to the benefit of and
be enforceable by the parties hereto and their respective successors
and permitted assigns.
(b) Applicable Law. This Agreement shall be construed in accordance
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with and governed by the laws of the State of Texas, excluding any
provision which would require the use of the laws of any other
jurisdiction.
(c) Entire Agreement, Amendments and Waivers. This Agreement
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constitutes the entire agreement of the parties hereto and expressly
supersedes all prior and contemporaneous understandings and
commitments, whether written or oral, with respect to the subject
matter hereof. No variations, modifications, changes or extensions of
this Agreement or any other terms hereof shall be binding upon any
party hereto unless set forth in a document duly executed by such
party or an authorized agent or such party.
(d) Indemnification. XA hereby undertakes and agrees to indemnify
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Attorney and save it harmless from and against any claims, actions or
suits which may be made or instituted against Attorney, and from and
against any and all damages or losses suffered by Attorney by reason
of or arising from the breach of any obligation of XA under this
Agreement, or any incorrectness in, or breach of, any covenant,
representation or warranty made by XA in this Agreement, including,
but not limited to reasons relating to XA's disclosures and accuracy
of information in the public markets. XA agrees to run all press
releases by Attorney.
(e) Faxed Copies. For purposes of this Agreement, a faxed signature
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shall constitute an original signature.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
XXXXX X. XXXX, ATTORNEY AT LAW
/s/ Xxxxx X. Xxxx
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XA, INC.
BY: /s/ Xxxxxx Xxxxxx
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ITS: President
PRINTED NAME: Xxxxxx Xxxxxx
