AGREEMENT
Exhibit 10.50
This
Agreement dated ______________ to be effective as of January 1, 2007
("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:
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 agreements covering Attorney serving as General
Counsel and providing corporate/securities work, and the parties desire to
enter
into a new agreement on the terms and subject to the conditions set forth
herein;
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants, agreements, and
considerations herein contained, the parties hereto agree as
follows:
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1.
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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 also include the review of press releases.
Corporate/Securities Work shall not include the preparation of any registration
statements, responding to any comments from the SEC, negotiating, reviewing
or
drafting of various agreements, and all corporate/securities matters that
Attorney has knowledge and expertise with unless specifically covered under
Corporate/Securities Work. In addition, Blue Sky matters will not fall within
Corporate/Securities Work.
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2.
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Payment
For Corporate / Securities Work.
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In
consideration for Corporate/Securities Work completed by Attorney, XA agrees
to
pay Attorney $4,750 per month, reimburse Attorney for out of pocket expenses,
and issue 25,000 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. The work that does not fall within Corporate/Securities
Work shall be billed either hourly at the following hourly billable rates:
Xxxxx
Xxxx, $315 per hour, and Xxxx Xxxxxxx, $175 per hour; or at negotiated project
amounts.
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3.
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TermofAgreement.
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This
Agreement shall be in effect until December 31, 2007 (the “Term”).
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4.
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Miscellaneous
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(a)
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Assignment.
All of the terms, provisions and conditions of this 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.
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(b)
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Applicable
Law.
This Agreement shall be construed in accordance 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.
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(c)
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Entire
Agreement, Amendments and Waivers.
This Agreement 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.
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(d)
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Indemnification.
XA hereby undertakes and agrees to indemnify 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.
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(e)
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Faxed
Copies.
For purposes of this Agreement, a faxed signature shall constitute
an
original signature.
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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
Xxxxx
X.
Xxxx
By: /s/
Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx, President
