Exhibit 10.1
This Agreement dated December 27, 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 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:
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 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.
2. Payment For Corporate/Securities Work.
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In consideration for Corporate/Securities Work completed by Attorney,
XA agrees to pay Attorney $4,250 per month, reimburse Attorney for out of
pocket expenses, and issue 30,000 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, $285 per hour,
Trae High, $200 per hour, and Xxxx Xxxxxxx, $140 per hour; or at negotiated
project amounts.
3. Term of Agreement.
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This Agreement shall be in effect until December 31, 2006 (the
"Term").
4. 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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XXXXXX XXXXXX
PRESIDENT
