WWW.EXFILE.COM, INC. -- 14299 -- WIRELESS XCESSORIES GROUP, INC. -- EXHIBIT 10 TO FORM 8-K


    EXHIBIT
      10.01


     

    EMPLOYMENT
      AGREEMENT

     

    AGREEMENT
      made this 1st day of September, 2005 by and between Wireless Xcessories Group,
      Inc. (“WIRX” or “Employer”), a Delaware Corporation, and Stephen Rade
      (“Employee”).

     

    WITNESSETH:

     

    WHEREAS,
      Employee is President, Chief Executive Officer and Chairman of the Board of
      Directors of WIRX and has developed an intimate and thorough knowledge of WIRX's
      business methods and operations; and

     

    WHEREAS,
      the retention of Employee's services for and on behalf of WIRX is of material
      importance to the preservation and enhancement of the value of the WIRX
      business;

     

    NOW
      THEREFORE, in consideration of the mutual covenants set forth below, and
      intending to be legally bound hereby, WIRX and the Employee agree as
      follows:

     

    1.  
TERM
      OF
      EMPLOYMENT

     

    1.1  WIRX
      hereby employs the Employee as President, Chief Executive Officer and Chairman
      of the Board of Directors as set forth below, and Employee hereby accepts this
      employment and agrees to render such services to WIRX on the terms and
      conditions set forth in this Agreement. The initial term of employment under
      this Agreement shall commence on September 1, 2005 and shall terminate on August
      31, 2008, unless further extended or sooner terminated in accordance with the
      terms and conditions of this Agreement. After the initial three-year term,
      this
      Agreement shall be renewed automatically for successive terms of one year each,
      unless either the Board of Directors of WIRX or Employee gives contrary written
      notice to the other not less than 90 days in advance of the date on which this
      Agreement would otherwise terminate. References to the term of this Agreement
      shall refer both to the initial term and successive terms.

     

    1.2  During
      the term of this Agreement, the Employee shall perform such executive services
      for WIRX as are consistent with Employee's title and as are assigned to Employee
      by the WIRX Board of Directors (“Board of Directors”).

     

    1.3  During
      the term of this Agreement, Employee shall devote Employee's best efforts to
      the
      affairs and business of WIRX, including such portion of Employee's time and
      effort as Employee has customarily provided to this date as President, Chief
      Executive Officer and Chairman of the Board of Directors.

     

    1.4  The
      services of Employee shall be rendered principally in the Metropolitan
      Philadelphia, Pennsylvania area, but Employee shall do such traveling on behalf
      of WIRX as may be reasonably required.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.  
COMPENSATION
      AND BENEFITS

     

    2.1  WIRX
      will
      compensate Employee for Employee's services during the term of the Agreement
      an
      annualized base salary of $250,000.00, less withholding required by law or
      agreed to by Employee through December 31, 2005. The salary will be payable
      pursuant to WIRX’s regular payroll policy (or in the same manner as other
      similarly situated employees of WIRX). Employee’s base salary will be reviewed
      annually by the Board of Directors. Except as mutually agreed upon by Employee
      and Employer, yearly increases shall go into effect as of January 1 of the
      year,
      and shall be no less than the cost of living percentage used by the U.S.
      government in determining annual increases in Social Security payments and
      at no
      time shall such base salary be reduced below the amount of the preceding fiscal
      year.

     

    2.2  During
      the term of the Agreement, Employee will be entitled to participate in any
      WIRX
      bonus plan and earn an annual bonus up to and equal to Employee’s salary if
      certain reasonable goals and/or targets set by the Board of Directors are met.
      Notwithstanding anything herein to the contrary, Employee shall be entitled
      to
      an annual minimum bonus target of no less than Fifty Thousand Dollars
      ($50,000.00) per year during the term of the Agreement.

     

    2.3  During
      the term of the Agreement, Employee will be entitled to participate in the
      standard benefits plan that are made available to employees and executives
      of
      WIRX or its subsidiaries and affiliates, or may come into existence hereafter,
      to the extent commensurate with his duties and responsibilities, including
      retirement, medical, dental, disability, life insurance, stock option, profit
      sharing, or other plan, benefit or privilege as fixed by the WIRX Board of
      Directors or any committee of such Board selected for such purpose. To the
      extent Employee is otherwise eligible and qualifies, he shall participate in
      and
      receive such benefits or privileges. The Board of Directors shall not make
      any
      changes in such plans, benefits or privileges which would adversely affect
      Employee's rights or benefits, unless such change occurs pursuant to a program
      applicable to all executive officers of WIRX and does not result in a
      proportionately greater adverse change in the rights of or benefits to Employee
      as compared with any other executive officer of WIRX. Nothing paid to Employee
      under any plan or arrangement presently in effect or made available in the
      future shall be deemed to be in lieu of the salary payable to Employee pursuant
      to Section 2.1.

     

    2.4   

     

    (a)  WIRX
      shall purchase a long term disability policy for the benefit of the Employee,
      on
      terms and conditions reasonably satisfactory to the Employee and WIRX, which
      shall pay benefits equal to 75% of Employee’s then base salary for disabilities
      lasting more than six (6) consecutive months. 

     

    (b)  
      In the
      event that no such long term disability insurance is available, and the Employee
      shall suffer a Disability, as defined in Section 4.1(c) below, Employee shall
      receive fifty percent (50%) of Employee's compensation under Section 2.1 for
      the
      remaining term of this Agreement. In the event that the Employee returns to
      active employment on other than a full-time basis, then Employee's compensation
      (as set forth in Section 2.1 of this Agreement) shall be reduced in proportion
      to the time spent in employment, but no less than 75%.

     

    (c)  There
      shall be deducted from the amounts paid to Employee during any period of
      Disability, as described in Section 2.4(b), any amounts actually paid to
      Employee pursuant to any disability insurance paid by WIRX for its employees
      or
      other similar such program 

     

    
      
        
        

      

      
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    which
      WIRX has instituted or may institute on behalf of its employees for the purpose
      of compensating Employee in the event of disability.

     

    2.5  Nothing
      in this Agreement shall prevent or limit Employee’s continuing or future
      participation in any plan, program, policy or practice provided by WIRX or
      any
      of its affiliates for which Employee may qualify while an employee, nor shall
      anything in this Agreement limit or otherwise affect such rights as Employee
      may
      have under any contract or agreement with WIRX or any of its affiliates relating
      to subject matters other than that specifically addressed herein. Vested
      benefits and other amounts that Employee is otherwise entitled to receive under
      any plan, policy, practice or program of, or any other contract or agreement
      with, WIRX or any of its affiliates on or after the date of termination of
      Employee’s employment shall be payable in accordance with the terms of each such
      plan, policy, practice, program, contract or agreement, as the case may be,
      except as explicitly modified by this Agreement.

     

    2.6  Compensation
      and Benefits in the Event of a Change of Control.

     

    (a) Employee’s
      compensation, bonus plan and benefits, including, but not limited to, health,
      life, disability, profit sharing, stock option, retirement and severance
      benefits (collectively referred to as “Benefits”), shall continue after any
      Change of Control (as defined in section 4.1 (b) herein) in the same manner
      that
      they existed prior to such Change of Control if Employee remains employed by
      WIRX. If Employee does not remain employed by WIRX after a Change of Control,
      paragraph 4 herein shall govern.

     

    (b) In
      the
      event of a Change of Control, any and all options to purchase shares of stock
      in
      WIRX shall be immediately vested and exercisable to the extent permissible
      by
      the SEC and any and all other applicable laws.

     

    3.  
EXPENSES

     

    3.1  WIRX
      shall reimburse Employee or otherwise provide for or pay for all reasonable
      expenses incurred by Employee in furtherance of or in connection with the
      business of WIRX including, but not limited to, automobile, travel, telephone
      and Internet expenses, and all reasonable entertainment expenses (whether
      incurred at the Employee's residence, while traveling, or otherwise) subject
      to
      such reasonable limitations as may be established by the WIRX Board of
      Directors. Such expenses must be deductible by WIRX for purposes of federal
      income taxation to be paid by WIRX. If such expenses are paid in the first
      instance by Employee, WIRX will reimburse Employee. Such expenses will only
      be
      reimbursed upon Employee's presentation of an itemized account and written
      proof
      of such expenses.

     

    4.  
TERMINATION

     

    4.1  Definitions.
      

     

    (a)  “Cause”
      means: 

     

    (i)  
      Employee’s conviction of any felony or misdemeanor involving moral turpitude or
      conviction of any other crime which WIRX reasonably deems to involve fraud;
      or


     

    
      
        
        

      

      
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    (ii)  any
      act
      or omission by Employee which constitutes gross negligence or intentional
      misconduct inimical to the best interests of WIRX in the performance of the
      Employee’s obligations, duties and responsibilities as an employee of WIRX; or


     

    (iii)  violation
      by Employee of any of the covenants set forth under Sections 5 or 6 of this
      Agreement that has a material adverse affect on WIRX or any of its Affiliates.
      A
      termination of Employee’s employment for Cause shall be effected by written
      notice to Employee. 

     

    (iv)  Any
      act
      or omission to act by the Employee in reliance upon an opinion of counsel to
      WIRX or counsel to the Employee shall not be deemed “cause”. 

     

    (b)  “Change
      in Control” in this Agreement shall mean 

     

    (i)  A
      Person
      (as defined by the Securities and Exchange Commission (“SEC”)) not currently a
      holder of 50% or more of the stock of WIRX becomes the beneficial owner (as
      that
      term is defined by the SEC) of 50% or more of the stock of WIRX;

     

    (ii)  The
      sale
      of all or substantially all of the assets of WIRX;

     

    (iii)  The
      Board
      of Directors approves the sale, merger, reorganization, consolidation or other
      disposition of all or substantially all of the assets of WIRX, or the
      acquisition of the assets of another company, where the affect is that the
      controlling ownership of WIRX has changed;

     

    (iv)  The
      Board
      of Directors approves the liquidation or dissolution of WIRX; or

     

    (v)  WIRX
      is
      acquired by a Person by means of a take-over (hostile or friendly) of a
      controlling interest in the shares of stock of WIRX.

     

    (c)  “Disability”
      means that Employee has been unable, for a period of one hundred eighty (180)
      consecutive days, to perform Employee’s duties as a result of physical or mental
      illness or injury, and a physician selected by WIRX’s insurers, and acceptable
      to Employee or Employee’s legal representative, has determined that Employee’s
      incapacity will continue. In the event that Employee and WIRX’s insurer cannot
      agree on a physician to be selected, the issue shall be referred to binding
      arbitration in the manner provided in Section 10 herein.

     

    (d)  “Terminated”
      shall mean that Employee is not offered or fails to accept a comparable position
      in the surviving entity in the Change in Control, that is similar in
      responsibility and compensation to the position Employee held in WIRX or
      Affiliate prior to the Change in Control, within 50 miles of Philadelphia,
      Pennsylvania, or, if Employee is so offered such a position and accepts such
      a
      position, Employee is not maintained in that position for a minimum of twelve
      (12) months after the Change in Control, unless Employee is subsequently
      terminated for Cause.

     

    
      
        
        

      

      
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    (e)  “Good
      Reason”. For purposes of this Agreement, “Good Reason” for Employee’s
      termination of his employment will exist at any time after the happening of
      one
      or more of the following events:

     

    (i)  
      any
      material diminution of Employee’s duties or authority with WIRX as specified
      herein, or the assignment of duties and responsibilities inconsistent with
      Employee’s status as President, Chief Executive Officer and Chairman of the
      Board of Company and any of which changes are made without Employee’s prior
      express written consent;

     

    (ii)  a
      reduction in salary or material reduction in benefits without the express prior
      written consent of Employee;

     

    (iii)  any
      breach by WIRX of any material obligation of WIRX under this
      Agreement;

     

    (iv)  a
      reassignment which requires Employee to move his principal work location more
      than fifty (50) miles from Employee’s residence maintained at the time of
      execution of this Agreement;

     

    4.2  Notice
      of
      Termination by Employee for Good Reason. Employee shall be required to give
      WIRX
      thirty (30) days prior written notice to terminate his employment for Good
      Reason. WIRX shall then have the opportunity, during said thirty-day period,
      to
      remedy or cure the circumstances, which are the basis for Employee’s ability to
      terminate his employment for Good Reason, and Employee shall not be able to
      terminate his employment for Good Reason if WIRX does so remedy or cure the
      circumstances within such thirty-day period. During such thirty-day opportunity
      to remedy given to WIRX, all of Employee’s benefits shall continue in full force
      and effect as they had existed prior to the Good Reason.

     

    4.3  Termination
      by Employee without Good Reason; Termination by WIRX Due to Death, Disability
      or
      Cause. 

     

    (a)  Voluntary
      Termination by Employee Without Good Reason. If Employee terminates his
      employment voluntarily then no severance shall be payable other than amounts
      otherwise due to Employee under WIRX policy, including, but not limited to,
      accrued but unpaid vacation, any portion of Employee’s salary through the date
      of termination that has not yet been paid and any WIRX employee benefit plan,
      or
      as otherwise required by law or this Agreement. Employee, his dependents or
      estate shall also be entitled to receive any benefits under WIRX benefit plans
      that are due in accordance with the terms of such plans.

     

    (b)  Termination
      by WIRX Due to Employee’s Death. If Employee is terminated due to his death,
      Employee’s estate will receive the greater of either 

     

    (i)  a
      one-time lump sum payment equivalent, before applicable deductions, to two
      (2)
      times the sum of Employee’s last base salary, or 

     

    (ii)  the
      benefits of a life insurance policy owned by WIRX and taken on Employee’s life.
Employee’s
      designated beneficiary shall be entitled to Five 

     

    
      
        
        

      

      
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    Hundred
      Thousand Dollars ($500,000.00) of the Three Million Dollar ($3,000,000.00)
      life
      insurance policy which WIRX currently carries on Employee’s life, and WIRX shall
      immediately make such modifications to the policy to reflect this requirement.
      

     

    (iii)  In
      addition to the payment in 4.3(b)(i) or (ii), Employee’s estate will receive all
      amounts otherwise due to Employee under WIRX policy, including, but not limited
      to, any portion of Employee’s salary through the date of termination that has
      not yet been paid and any WIRX employee benefit plan, or as otherwise required
      by law or this Agreement. Employee’s estate shall also be entitled to receive
      any benefits under WIRX benefit plans that are due in accordance with the terms
      of such plans and any
      and
      all options to purchase shares of stock in WIRX shall be immediately vested
      and
      exercisable to the extent permissible by the SEC and any and all other
      applicable laws. 

     

    (c)  Termination
      by WIRX Due to Employee’s Disability. If Employee is terminated due to his
      Disability (as defined above), then no severance shall be payable, except as
      provided in Sections 2.4 (a), (b), and (c), other than amounts otherwise due
      to
      Employee under WIRX policy, including, but not limited to, accrued but unpaid
      vacation, any portion of Employee’s salary through the date of termination that
      has not yet been paid and any WIRX employee benefit plan, or as otherwise
      required by law or this Agreement. Employee, his dependents or estate shall
      also
      be entitled to receive any benefits under WIRX benefit plans that are due in
      accordance with the terms of such plans and any
      and
      all options to purchase shares of stock in WIRX shall be immediately vested
      and
      exercisable to the extent permissible by the SEC and any and all other
      applicable laws.

     

    4.4  Termination
      by WIRX for Other Than Cause, Death or Disability or Employee for “Good Reason”.
      If WIRX terminates Employee’s employment for other than Cause, death or
      Disability, or Employee terminates his employment for “Good Reason”, then WIRX
      shall pay Employee any portion of Employee’s salary through the date of
      termination that has not yet been paid. In addition, WIRX shall pay Employee
      severance in an amount equal to two (2) years of annual base salary (as in
      effect immediately prior to the termination of employment date). If Employee
      elects COBRA continuation coverage under WIRX’s group health plans, WIRX also
      shall pay the first six (6) months of COBRA premiums on behalf of Employee.
      As a
      condition to the receipt of such payments, Employee must execute the release
      and
      waiver of claims attached hereto as Exhibit A and must not revoke such release
      and waiver. The severance amount shall be paid in a lump sum no later than
      ten
      (10) business days after the later of the date WIRX receives Employee’s executed
      release and waiver of claims or the date any period of revocation under such
      waiver expires provided that Employee has not revoked his waiver. In the event
      any amounts hereunder are such that Employee becomes subject to the excise
      tax
      provisions of Internal Revenue Code Section 4999, WIRX will pay Employee all
      such additional amounts as will allow Employee to retain a net amount equal
      to
      the net amount he would have had if he had been subject only to income taxation.
      Any amounts to be paid hereunder by WIRX shall be paid at the time any
      withholding may be required, and any additional amounts required herein will
      be
      paid to Employee within fifteen (15) days of the calculation of such amount.
      Notwithstanding the foregoing, if WIRX has in effect a severance plan or policy
      that complies with or is exempt from Code Section 409A applicable to all
      employees similarly situated that provides a larger severance benefit than
      that
      described in this section, then such severance plan or policy shall apply in
      lieu of this Agreement and no severance payment shall be made
      hereunder.

     

    
      
        
        

      

      
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    4.5  Termination
      following “Change in Control”. If at any time within one (1) year of a Change of
      Control Employee is Terminated, it shall be deemed that such termination is
      due
      to the Change of Control, and Employee shall be paid severance in the amount
      of
      Employee’s last annual base salary plus Employee’s last annual bonus amount for
      a period of two (2) years (“Severance Period”) on the same terms and conditions
      as payments to be made to Employee under Section 4.2 above. In addition, all
      Benefits, including, but not limited to, health insurance benefits, shall
      continue during the Severance Period to the same extent as existed prior to
      the
      Change of Control.

     

    4.6  Notice
      of
      Termination. Any termination of Employee's employment by WIRX or by Employee
      shall be communicated by written notice of termination to the other party.
      For
      purposes of this Agreement, a “notice of termination” shall mean a written dated
      notice which shall (i) indicate the specific termination provision in the
      Agreement relied upon; (ii) set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of Employee's
      employment under the provision so indicated; (iii) specify a date of
      termination, which shall be not less than 30 nor more than 90 days after such
      notice of termination; provided, however, that in the case of termination by
      WIRX of Employee's employment for just cause pursuant to Section 4.3, the notice
      of termination may specify a date of termination as of the date such notice
      of
      termination is given.

     

    5.   CONFIDENTIAL
      INFORMATION AND INVENTION ASSIGNMENT.

     

    5.1  Access
      to Confidential Information; Development of Inventions.
      During
      employment by WIRX, Employee will have access to certain confidential
      information and materials originated in WIRX or disclosed to WIRX by others
      under agreements to hold the same confidential (“Confidential Information”). In
      addition, Employee may during the period of employment make, develop or conceive
      inventions, discoveries, concepts, ideas, information and improvements, either
      patentable or not, which relate to or are useful in the business or activities
      in which WIRX is or may become engaged, and which may or may not also constitute
      Confidential Information (“Inventions”).

     

    5.2  Use
      of
      Confidential Information.
      Employee agrees not to utilize any Confidential Information for Employee’s own
      benefit nor to disclose, disseminate, lecture upon or publish articles about
      any
      Confidential Information to anyone outside WIRX, or to any officer or employee
      of WIRX not also having access to such information, at any time either during
      or
      after employment by WIRX, unless WIRX expressly consents beforehand in
      writing.

     

    5.3  Disclosure
      and Ownership of Inventions.
      Employee agrees to disclose promptly, in writing if so requested, to WIRX’s
      Board of Director’s, any Inventions that Employee may make, develop or conceive
      during the period of Employee’s employment by WIRX or by its predecessors or
      successors. All Inventions shall be and remain the property of WIRX. Employee
      hereby assigns (and agrees to assign) to WIRX all of Employee’s rights, title
      and interest in any such Inventions, whether or not during the period of
      Employee’s employment such Inventions may be reduced to practice, and to execute
      all patent applications, assignments and other documents, and to take all other
      steps necessary, to vest in WIRX the entire right, title and interest in and
      to
      those Inventions and in and to any patents obtainable therefore in the United
      States and in foreign countries.

     

    
      
        
        

      

      
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    5.4  Patent
      Applications.
      If it
      chooses to prosecute applications for patent for any Inventions, it being
      understood that it is not obligated to do so, WIRX shall assume the entire
      expense of preparing, filing and prosecuting such applications, through patent
      counsel appointed by WIRX.

     

    5.5  Use
      and Adaptation of Inventions.
      It is
      understood and agreed that WIRX shall have the royalty-free right to use, or
      to
      adapt and to develop in any way all Inventions conceived or made by Employee,
      whether or not patentable, including, but not limited to, processes, methods,
      formulas, and techniques, as well as improvements thereof or know-how related
      thereto, or not to use them at all should it so choose.

     

    5.6  Ownership
      of Materials Pertaining to Confidential Information.
      All
      records and other material pertaining to Confidential Information, whether
      developed by Employee or others, shall be and remain the property of WIRX.
      Upon
      termination of Employee’s employment with WIRX, all documents, records,
      notebooks and other material of any kind pertaining to or containing
      Confidential Information then in Employee’s possession, whether prepared by
      Employee or others, will be left with or returned to WIRX by
      Employee.

     

    5.7  Previous
      Inventions.
      WIRX
      will not assert any rights to any inventions, discoveries, concepts or ideas,
      or
      improvements thereof or know-how related thereto, as having been made or
      acquired by Employee prior to being employed by WIRX.

     

    5.8  Assignment
      Obligations.
      Employee shall not be obligated to: (i) assign to WIRX any invention made by
      Employee while in WIRX’s employ which does not relate to any business or
      activities in which WIRX is or may become engaged, except that Employee is
      so
      obligated if the same relates to or is based on proprietary or Confidential
      Information to which Employee shall have had access during and by virtue of
      Employee’s employment or arises out of work assigned to Employee by WIRX; (ii)
      assign any invention which may be wholly conceived by Employee after Employee
      leaves the employ of WIRX, except that Employee is so obligated if such
      invention shall involve the utilization of proprietary or Confidential
      Information obtained while in the employ of WIRX; or (iii) assign any invention
      which relates to or would be useful in any business or activities in which
      WIRX
      is engaged if such invention was conceived and reduced to practice by Employee
      prior to Employee’s employment with WIRX.

     

    6.  
NON-COMPETITION
      AND NON-SOLICITATION.

     

    6.1  Non-Competition.
      Excepting only the passive investment in another business entity (which shall
      be
      defined as a direct or beneficial ownership interest in not more than ten per
      cent [10%], or with the written consent of the Board of Directors, up to twenty
      per cent [20%] of the ownership interest), Employee will not, during the term
      of
      Employee’s employment with WIRX and thereafter for the period used to calculate
      any severance payment pursuant to Section 4 hereof (the “Restriction Period”),
      directly or indirectly engage in, represent in any way, be connected with,
      furnish or perform services in, or be employed by, provide services to, or
      have
      any interest (whether as owner, employee, principal, partner, servant, agent,
      employee, consultant, officer, director, stockholder, or otherwise) in any
      business, company, or entity which (a) produces or manufactures products or
      services that are competitive with, or substitutable for, any products or
      services of Company, or (c) is a wholesaler, distributor, reseller or marketer
      of any such products or services in the geographical area where WIRX does,
      or at
      the time of Employee’s termination is doing, business (which geographical area
      is acknowledged at this time to be the continental United States).

     

    
      
        
        

      

      
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    6.2  If
      the
      employment of Employee is terminated by WIRX for “Cause” or by Employee without
      breach of this Agreement by Company, the term “Restriction Period” means a
      period of one (1) year following the effective date of termination of Employee’s
      employment.

     

    6.3  While
      employed by WIRX and thereafter during the Restriction Period, Employee agrees
      not to induce, solicit, attempt to induce or solicit, or cause to be induced
      or
      solicited, any party who is an agent, employee, representative or is affiliated
      with WIRX to leave the employ of or cease doing business with WIRX.

     

    6.4  Notwithstanding
      the referral of claims to Arbitration contained elsewhere in this Agreement,
      Employee acknowledges that the remedy at law for any breach of the foregoing
      will be inadequate, and WIRX will therefore be entitled, in addition to any
      other relief available to it, to temporary and permanent injunctive relief
      without the necessity of proving actual damage by applying for same in the
      Court
      of Common Pleas of Montgomery County, Pennsylvania or the United States District
      Court for the Eastern District of Pennsylvania, which courts shall have
      jurisdiction over, and be the appropriate venue for, any such
      action.

     

    6.5  If
      provisions of this Section are ever determined by a court of competent
      jurisdiction to exceed limitations permitted by law, then such provisions shall
      be reformed automatically to set forth the maximum limitations period.


     

    7.  
MISCELLANEOUS

     

    7.1  Notwithstanding
      any other provision contained in this agreement, the payment or obligation
      to
      pay any monies or granting of any rights or privileges to Employee as provided
      in this Agreement shall not be in lieu or derogation of the rights and
      privileges that Employee now has under any plan or benefit presently
      outstanding.

     

    7.2  This
      Agreement may not be modified, changed, amended, extended, or altered except
      in
      writing signed by the Employee or by his duly authorized representative, and
      by
      the Board of Directors or the Compensation Committee of WIRX

     

    7.3  WIRX’s
      obligation to make the payments provided for in, and otherwise to perform its
      obligations under, this Agreement shall not be affected by any set-off,
      counterclaim, recoupment, defense or other claim, right or action that the
      WIRX
      may have against Employee or others. In no event shall Employee be obligated
      to
      seek other employment or take any other action by way of mitigation of the
      amounts payable to Employee under any of the provisions of this
      Agreement.

     

    7.4  All
      notices given or required to be given shall be in writing, sent by United States
      first-class certified or registered mail or by a known overnight carrier,
      postage prepaid, to Employee (or to Employee's spouse or estate upon Employee's
      death or disability) at Employee's last known address, and to WIRX at its
      principal offices. All such notices shall be effective when deposited in the
      mail in the manner specified in herein. Either party by a notice in writing
      may
      change or designate the place for receipt of all such notices.

     

    7.5  No
      course
      of conduct between WIRX and Employee and no delay or omission of WIRX or
      Employee to exercise any right or power given under this Agreement shall: (i)
      impair the subsequent exercise of any right or power, or, (ii) be construed
      to
      be a waiver of any 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    default
      or any acquiescence in or consent to the curing of any default or of any other
      right or power that shall have arisen. Every power and remedy granted by law
      and
      by this Agreement to any party may be exercised as may be deemed expedient.
      All
      such rights and powers shall be cumulative to the fullest extent permitted
      by
      law.

     

    8.  
SUCCESSORS

     

    8.1  This
      Agreement shall inure to the benefit of and be binding upon Employee, and,
      to
      the extent applicable, Employee's heirs, assigns, executors, and personal
      representatives, and WIRX, its successors, and assigns, including, without
      limitation, any person, partnership, or corporation which may acquire all or
      substantially all of WIRX's assets and business, or with or into which WIRX
      may
      be consolidated or merged. This provision shall apply in the event of any
      subsequent merger, consolidation, or transfer.

     

    8.2  The
      duties and responsibilities of Employee hereunder are of a personal nature
      and
      shall not be assignable or delegable in whole or in part by
      Employee.

     

    9.  
APPLICABLE
      LAW

     

    9.1  This
      Agreement shall be governed in all respects and be interpreted by and under
      the
      laws of the Commonwealth of Pennsylvania.

     

    10.  
ARBITRATION

     

    10.1  In
      the
      event that any dispute should arise between the parties regarding the meaning
      or
      effect of this Agreement, which dispute cannot be resolved by the parties
      (except the question of Employee's disability which is governed in Section
      4.1(c), or an action for injunctive relief under 6.4), the parties shall appoint
      a panel of three persons as arbitrators. Employee shall appoint one such
      arbitrator, WIRX shall appoint another, and the third shall be appointed by
      the
      first two. Proceedings under this paragraph may be initiated by either party
      informing the other in writing of the necessity for arbitration and the subject
      matter of the arbitration. The parties shall select the first two arbitrators
      within 45 days after such notice has been sent. The panel of two arbitrators
      shall select the third arbitrator within 30 days after their appointment from
      a
      list or lists of eligible persons submitted to them by the parties. Proceedings
      under this paragraph shall be commenced and pursued as expeditiously as
      possible. The parties shall compensate the arbitrators selected. All other
      costs
      of the arbitration shall be borne equally. All proceedings or the enforceability
      of any award and all other matters pertaining to the arbitration shall be
      governed by the Federal Uniform Arbitration Act.

     

    11.  
INDEMNIFICATION

     

    11.1  WIRX
      shall indemnify,
      defend and hold Employee his agents, executors, heirs and assigns, harmless
      against and from liability and claims of any kind, whether threatened or
      pending, for loss or damage, financial or otherwise, to WIRX or any other person
      or entity, arising out of Employee’s position as a director, officer or employee
      or agent of WIRX or due to acts which are under the authority or powers given
      to
      Employee. WIRX shall, at WIRX’s sole expense, defend Employee, his agents,
      executors, heirs and assigns, in any action or proceeding arising from any
      such
      claim, by counsel reasonably satisfactory to Employee and shall indemnify
      Employee against all reasonable and actual costs, attorneys fees, expert witness
      fees and any other reasonable and actual expenses incurred in or for such action
      or proceeding, whether pending or threatened.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    12.  
REFERRAL
      FEE

     

    12.1  It
      is
      specifically agreed herein that should Employee introduce, cause or be
      responsible in any material way for the acquisition (excluding an acquisition
      that is unwanted by a majority of the shareholders of WIRX), consolidation,
      sale, merger, disposition or change of control of WIRX (including, but not
      limited to, a change in majority ownership or a majority of its Board of
      Directors) (all of which separately and collectively shall be referred to as
      a
“Change Event”), Employee shall be compensated therefore by payment of a
      percentage of the price received or paid by WIRX for such Change Event.


     

    12.2  Employee
      shall receive a percentage of the purchase or sale price received or paid by
      WIRX as follows: 

     

    (a)  Five
      percent (5%) of the first Ten Million Dollars ($10,000,000.00);

     

    (b)  Four
      percent (4%) of the second Ten Million Dollars ($10,000,000.00);

     

    (c)  Three
      percent (3%) of the third Ten Million Dollars ($10,000,000.00); and

     

    (d)  One
      percent (1%) of all amounts paid or received over Thirty Million Dollars
      ($30,000,000.00).

     

    12.3  Payment
      to Employee hereunder shall be made within thirty (30) days of receipt or
      payment by WIRX of any consideration related to such Change Event.

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
      and
      year first above written.

     

     

    

      
        	 	 	
                WIRELESS
                  XCESSORIES GROUP, INC. 

                 

              
	
                 

                 

                Attest:
                  _______________________________

              	 	
                 

                 

                By: 
                  /s/ Christopher F. McConnell

                
                  

                

                Chairman-Comp
                  Committee

              
	 	 	     
                
	 	 	 
	 	 	
                EMPLOYEE

                 

              
	
                Witness:
                  _____________________________

              	 	
                 

                By: 
                  /s/ Stephen Rade

                
                  

                

                Stephen
                  Rade

              
	 	 	
                 

              
	 	 	 
	 	 	
                By: 
                  /s/ Ronald E. Badke

                
                  

                

                CFO
                  and Secretary

              
	 	 	
                 

              


      

    

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A TO RADE EMPLOYMENT AGREEMENT

     

    General
      Release

     

    Steven
      Rade (“You”)
      and Wireless
      Xcessories Group, Inc.
      (the
“Company”)
      have
      agreed on the following:

     

    Effective
      today, your employment at the Company shall be terminated. Within ten business
      days after the later of the date the Company receives Employee’s executed
      release and waiver of claims, or the date the period of revocation hereunder
      expires provided that Employee has not revoked his waiver after you sign this
      Agreement, the Company will pay you $__________ (the equivalent to two (2)
      years
      of annual base salary [as in effect immediately prior to the termination of
      employment date]) less applicable tax withholdings, and, if you elect COBRA
      continuation coverage, the first six (6) months of COBRA premiums as
      consideration for this release, in accordance with the terms of this Agreement
      and Paragraph 4.3 of the Employment Agreement entered into by you dated August
      1, 2005 (“Employment Agreement”). Notwithstanding
      anything herein to the contrary, nothing herein shall in any way change, modify
      or diminish the vested or accrued obligations and rights of the
      parties,
      as of
      the date of termination under the Employment Agreement or any stock option
      agreement or any of your other Benefits (as defined by the Employment
      Agreement).

     

    In
      return
      for this payment, you completely release any and all claims you may now have
      or
      have ever had against the Company, its affiliated, related, parent or subsidiary
      corporations, and its present and former directors, officers, and employees,
      and
      agree not to file, cause to be filed, or otherwise pursue any such claims.
      For
      purposes of this General Release, the term “claims”
      includes, but is not limited to, any and all: claims for compensation, bonuses,
      severance pay, or stock options; claims arising from your employment including,
      but not limited to, claims arising under any federal, state, or other
      governmental statute, regulation, or ordinance, including, without limitation,
      Title VII of the Civil Rights Act of 1964, as amended; the Federal Age
      Discrimination in Employment Act; the Federal Older Workers Benefit Protection
      Act; the Federal Americans with Disabilities Act; the Family Medical Leave
      Act;
      the Fair Labor Standards Act; the Federal Equal Pay Act; the Fair Credit
      Reporting Act, The Employee Retirement and Income Security Act, The Pennsylvania
      Human Relations Act; and any other federal, state or local law, statute,
      regulation or ordinance applicable to the employment relationship between the
      parties; and any and all claims for attorneys’ fees and costs. The parties
agree
      that any and all disputes arising out of the terms of this Agreement or their
      interpretation, any of the matters herein being released, or
      any
      other dispute between the parties, shall be resolved in accordance with the
      Employment Agreement.

     

    YOU
      AGREE
      THAT THIS RELEASE SPECIFICALLY COVERS KNOWN AND UNKNOWN CLAIMS WHICH, IF KNOWN
      BY YOU, WOULD HAVE MATERIALLY AFFECTED YOUR DECISION TO ENTER INTO THIS
      AGREEMENT.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    You
      acknowledge that the payment and benefits described above exceed the amount
      to
      which you otherwise are entitled under the Company’s policies and practices. You
      also agree that this Agreement is confidential and you will not discuss it,
      or
      any of its terms, with anyone without the Company’s prior consent. 

     

    You
      agree
      that the Company would be irreparably harmed by any violation, or threatened
      violation of this Agreement and that, therefore, the Company shall be entitled
      to an injunction prohibiting you from any violation or threatened violation
      of
      this Agreement. This right shall be in addition to and not by way of limitation
      of any other legal or equitable remedies to which the Company may be entitled,
      including, but not limited to, the right of the Company to seek recovery or
      set
      off of any and all consideration paid to you under this Agreement in the event
      you breach this Agreement or this Agreement is held invalid. 

     

    You
      represent and warrant to the Company that there has been no assignment or other
      transfer of any interest in any claim which you may have against the Company
      or
      anyone else released hereby and agree to indemnify and hold all such parties
      harmless from any liability, claims, demands, damages, costs, expenses, and
      attorney’s fees incurred as a result of any person asserting any such assignment
      or transfer of any claims.

     

    You
      warrant that while in the employ of the Company, you did not misrepresent the
      Company or deal with any third party in bad faith. You further warrant that
      you
      have not incurred any expenses or obligations or liabilities on behalf of the
      Company which have not been disclosed to the Company at the signing of this
      Agreement. 

     

    You
      acknowledge that this Agreement is binding on you and your heirs, successors,
      and assigns and inures to the benefit of the Company and its successors and
      assigns.

     

    You
      have
      the right to consult an attorney and have been advised that you may have
      21 days to consider this Agreement. (You, of course, do not have to wait
      21 days to sign this Agreement). You have also been advised that you may
      revoke this Agreement within 7 days after you sign it, and that this
      agreement shall not become effective or enforceable until the revocation period
      has expired. If you elect to revoke this Agreement, you will do so via written
      letter sent certified mail to Board of Dirctors, Wireless Xcessories Group,
      Inc.
      1840 County Line Rd., Suite 301, Huntingdon Valley, PA 19006 ALL
      SEVERANCE SHALL BE PAID ONLY AFTER THIS AGREEMENT HAS BEEN SIGNED AND DELIVERED
      TO THE COMPANY BY YOU AND THE REVOCATION PERIOD HAS ENDED.

     

    Finally,
      you acknowledge that you have been afforded every opportunity to and have read
      this Agreement, are fully aware of its contents and legal effect, and have
      chosen to enter into this Agreement freely, without coercion, and based on
      your
      own judgment.

     

    
      	 	 	
              WIRELESS
                XCESSORIES GROUP, INC. 

            
	
               

               

            	 	
               

            
	
              Stephen
                Rade

            	 	[Name
              and Title of Company
              Signatory]
	 	 	
               

               

            
	
              Date:

            	
            	 	
              
                Date: