**Exhibit 10.19****Employment Agreement**This Agreement is effective October 1, 2007 by and between X-Change Corporation, a Delawarecorporation (“the Corporation”) and **Kathleen Hanafan**, an individual (hereinafter called“Executive”).Inasmuch as the Corporation is desirous of employing the Executive in the position, and uponthe terms, stated in this Agreement; and, whereas, the Executive is desirous of providing servicesto the Corporation as an Executive.Now, therefore, in consideration of the mutual promises stated in this Agreement and othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theCorporation and the Executive hereby agree as follows:**1. Employment.**The Corporation hereby employs the Executive and the Executive hereby acceptsemployment at such location as may be reasonably determined by the Corporation.**2. Office, Duties and Term.**The Executive shall hold the office and perform the duties for suchoffice as described on Exhibit A attached to this Agreement. The duties of the Executive may bechanged from time to time by the Corporation. The term of this Agreement shall be three (3) years,and such employment shall continue uninterrupted until terminated as provided in Section 6 below.The Executive shall devote the Executive’s entire time, attention, energies and skill to thebusiness of the Company during the term of this Agreement.**3. Compensation and Benefits.**The Corporation shall pay to the Executive, and the Executiveaccepts as full compensation for all services to be rendered to the Corporation the compensationand benefits described in full on Exhibit B attached to this Agreement.**4. Expenses.**The Corporation agrees to reimburse the Executive from time to time for allreasonable business expenses incurred by the Executive in performing the Executive’s duties for theCorporation under this Agreement in accordance with the Corporation’s policies, provided that theExecutive presents to the Corporation adequate records and other documented evidence required bythe Corporation for reimbursement of such expenses incurred on its behalf.**5. Other Business Activities**. During employment, the Executive shall devote his/her work effortsto the performance of this Agreement and shall not, without the Company’s prior written consent,render to others services of any kind for compensation, or engage in any other business activitythat would materially interfere with the performance of his/her duties under this Agreement,provided, however, that the Executive may continue to serve as Director of other corporations, andto receive compensation for that service from those corporations as listed on Schedule A to thisAgreement, and approved by the Company.**6. Non Competition.**During the term of the Executive’s employment and for such longer period asthe Executive may receive employment severance payments, the Executive shall not, directly orindirectly, as an Executive, Corporation, consultant, advisor, agent, principal, partner, officer,director or in any other individual or representative capacity, engage or participate in anybusiness or activity that is competitive in any manner whatsoever with the activities and businessof the Corporation; nor shall the Executive, during the term of the Executive’s employment induceor attempt to induce any Executive of the Corporation to leave such employ for the purpose ofjoining any organization in competition with the Corporation. This Section 6 shall surviveexpiration or termination of this Agreement.Airgate Technologies, Inc.
 
 

 
**7. Termination.**This Agreement will be terminated by any of the following events:**7.1 Termination upon the Executive’s Death.**If the Executive dies during the term of theemployment, the Executive is entitled to (i) compensation then in effect and benefits that accruedand vested through the date of termination and (ii) a continuance of compensation for a total oftwelve (12) months to one of its surviving parties or to a party (ies) determined by the Executive.**7.2 Termination Upon the Executive’s Disability.**If, as a result of incapacity due tophysical or mental illness or injury, the Executive shall have been absent from his/her full timeduties hereunder for four (4) consecutive months, then thirty days after receiving written notice(which notice may occur before or after the end of such four (4) month period, but which shall notbe effective earlier than the last day of such four (4) month period), the Corporation mayterminate the Executive’s employment hereunder provided the Executive is unable to resume his/herfull time duties at the conclusion of such notice period. Also, the Executive may terminate hisemployment hereunder if his health should become impaired to an extent that makes the continuedperformance of his duties hereunder hazardous to his physical or mental health or his life;provided, that the Executive shall have furnished the Corporation with a written statement from aqualified doctor to such effect and provided, further, that, at the Corporation’s request madewithin thirty (30) days of the date of such written statement, the Executive shall submit to anexamination by a doctor selected mutually by the Corporation and the Executive and concurred in theconclusion of the Executive’s doctor. In the event this agreement is terminated as a result of theExecutive’s disability, the Executive shall (i) receive from the Corporation, in a lump sum paymentdue within thirty (30) days of the effective date of termination, the base salary then in effectfor a period of twelve (12) months and (ii) the corporation shall make the insurance and benefitspremium payments for the Executive and any covered dependents for a period of twelve (12) monthsafter such termination.**7.3 Termination by the Corporation for Good Cause**. The Corporation may terminate thisagreement upon a showing of “good Cause” by the Corporation or by a majority vote of the Board ofDirectors. “Good Cause” is defined in this agreement as the occurrence of one of the following:(i) The Executive commits any misfeasance in office (including gross negligence or recklessness) orany act of dishonesty or fraud against the Corporation; (ii) the Executive commits any unlawful orcriminal act involving moral turpitude; (iii) the Executive willfully breaches this Agreement orhabitually neglects the Executive’s duties to the Corporation. If this agreement is terminated forGood Cause, as herein enumerated, the Executive shall have no right to any severance compensation,and shall be entitled only to the compensation and benefits that accrued and vested through thedate of termination.**7.4 Termination by the Corporation Without Good Cause**. If the Corporation determines toterminate this Agreement without Good Cause within the initial three (3) year period, as hereinprovided, the Executive shall receive from the Corporation the base salary then in effect for aperiod of six (6) months. Further if the Executive is terminated without Good Cause, theCorporation shall (i) make the insurance and benefits premium payments for a period of six (6)months after such termination for the Executive and dependents covered by the plans, (ii) vest allExecutive rights in the Corporation’s stock notwithstanding any contrary provisions in the StockOption Plan of the Corporation, and (iii) the Executive shall be entitled to receive all otherunpaid benefits due, owing or accrued through his/her last day of employment.X-Change Corporation. — Confidential
 
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**8. Resignation.**The Executive may resign and terminate this Agreement for these reasons:**8.1 Termination by the Executive for Good Reason.**The Executive may terminate this agreement with“Good Reason” by giving thirty (30) days written notice to the Corporation. For purposes ofSection8, **“Good Reason”**means any of the following: (i) the Corporation’s material breach of thisagreement, or (ii) the assignment of the Executive without his consent to a position,responsibilities, or duties of a materially lesser status or degree of responsibility than hisposition, responsibilities, or duties at the Effective Date (provided, however, that the partieshereto agree that a mere change in the title of the Executive shall not constitute “Good Reason” or(iii) a reduction in the Executive’s base salary by more than 10%, or (iv) a receipt that theprincipal workplace will be relocated more than 50 miles. In either case, the Corporation shallhave thirty (30) days to cure such alleged event giving rise to “Good Reason”. In the event theExecutive terminates this agreement for “Good Reason”, the Executive shall receive from theCorporation the base salary then in effect for a period of nine (9) months. Further, if theExecutive terminates his employment hereunder with “Good Reason”, the Corporation shall (i) makethe insurance and benefits premium payments for a period of nine (9) months after such terminationfor the Executive and dependants covered by the plans, (ii) vest all options to purchase theCorporation’s stock, and (iii) pay all other unpaid expenses and benefits due, owing or accruedthrough the Executive’s last day of employment.**8.2 Termination by the Executive Without Good Reason.**The Executive may resign or otherwiseterminate this agreement without Good Reason by giving thirty (30) days written notice to theCorporation. In such event, the Executive shall receive three (3) months severance compensationand shall be entitled to the compensation and benefits that accrued and vested through the date oftermination.**9. Rights subsequent to a Change of Control.**If a “Change of Control” of the Corporationoccurs during the term of this agreement, the Executive shall remain entitled to receivecompensation and benefits as long as the Executive remains employed by the surviving entity. If theExecutive is terminated without Good Cause (“Involuntary Termination”) within ninety (90) daysbefore, simultaneous with, on or within 18 months after such change of Control, he/she shall beentitled to the base salary then in effect for a period of twenty four (24) months. In addition,the Executive’s Insurance and other benefit premium payments will continue for a period of twentyfour (24) months and for any dependants covered by the Executive under any qualifying benefitplans. Furthermore, In the event of a “Change of Control”, 100% of the unvested balance of theExecutive’s stock options shall vest immediately. For purposes of this agreement, a “Change ofControl” means a merger, consolidation, change of ownership, or reorganization with or involvingany other person, partnership, corporation or business entity such that fifty percent (50%) or moreof the combined voting power of the corporation’s stock has been accumulated by a person,partnership, corporation or business entity that did not own the Corporation’s majority stock priorto such transaction or series of related transactions.**10. Indemnification.**The Corporation, for the full term of the Executive’s employment, and for aperiod thereafter where claims might arise, hereby indemnifies the Executive against any and allclaims against the Executive as an individual from any source relating to the business of theCorporation. Further, the Corporation agrees that it will maintain a reasonable and adequateliability insurance policy that conforms to industry norms protecting officers and directors asindividuals from such claims. If such claims arise, the Corporation agrees to advance reasonableamounts (including estimated legal fees) to the Executive to allow for defending against suchclaims.**11. Nonassignability.**Neither the Corporation nor the Executive shall have the right to assignthis Agreement or any rights or obligations contained in this Agreement without the written consentof the other party. Despite the previous, this Agreement shall be binding upon the successors orassigns of that portion of the business of the Corporation with which or for which the Executive isemployed.X-Change Corporation. — Confidential
 
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**12. Notices.**Any notice required or provided to be given under this Agreement shall be sufficientif in writing, sent by first class mail, to the Executive’s residence in the case of notice to theExecutive or toits principal office in the case of the Corporation. Any such notice shall be effective upondelivery if it is hand delivered; upon receipt if it is transmitted by wire or telegram or upon theexpiration of seventy-two (72) hours after deposit in the United States mail if mailed.**13. Waiver of Breach.**The waiver by either party of a breach of any provision of this Agreement bythe other party shall not operate or be construed as a waiver of any subsequent breach by suchother party.**14. Governing Law.**This Agreement shall be interpreted and enforced in accordance with the laws ofthe State of Texas, and any action brought to enforce any provision of this Agreement or tocommence any other action in connection therewith shall have its venue in Dallas County of State ofTexas.**15. Entire Agreement/Amendment.**This agreement supersedes all previous contracts, and constitutesthe entire agreement of whatsoever kind of nature existing between or among the parties respectingthe subject matter hereof, and no party shall be entitled to other benefits than those specifiedherein. As between or among the parties, no oral statements or prior written material notspecifically incorporated herein shall be of any force and effect. The parties specificallyacknowledge that, in entering into and executing this agreement each is relying solely upon therepresentations and agreements contained in this Agreement and no others. All priorrepresentations or agreements, whether written or oral, not expressly incorporated herein, aresuperseded and no changes in or additions to this Agreement shall be recognized unless and untilmade in writing and signed by all parties hereto.**16. Partial Invalidity.**If any provision of this Agreement is held by a court of competentjurisdiction to be invalid, void or unenforceable, the remaining provisions shall neverthelesscontinue in full force without being impaired or invalidated in any way.**17. Attorney Fees.**If either party employs an attorney to enforce any provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys’ fees, litigation expenses and costsand expenses incurred in connection with such enforcement or action.In witness of this, the parties have executed this Employment Agreement as of the day and yearfirst above written.             **AirGATE Technologies, Inc.**     **Executive**             By:     By:       **Mike Sheriff**      **Kathleen Hanafan**    **Chairman and CEO**        X-Change Corporation. — Confidential
 
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**Exhibit A****Office and Duties**During the term of this Agreement, and unless otherwise changed from time to time by themutual written consent of the parties, the Executive shall hold the office and perform the dutiesfor such office as described below:Office: 710 Century ParkwayAllen, TX 75013Duties of Office:**Chief Operating Officer and other duties as determined by the Chief Executive Officer, and theBoard of Directors.****Other Business Activities**X-Change Corporation. — Confidential
 
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**Exhibit B****Compensation and Benefits****1.** The Corporation shall pay the Executive the following compensation and benefits during the termof this Agreement:**2. Salary.**The Corporation shall pay the Executive an annual salary of **$205,000.00**payableperiodically in accordance with the Corporation’s normal compensation schedules. Notwithstandingthe above, the Executive acknowledges and understands that Company is currently not adequatelyfinanced to continue operations on a regular and customary basis. Accordingly, the Executive agreesto waive **$65,000.00**of the annual base salary until such time as appropriate financing is in placeto finance the companies operations given its stage of development. For purposes of clarification,any single financing in excess of $1,500,000 shall be deemed appropriate financing for thispurpose, and such waiver shall no longer be required.  Further, even when the financing milestoneis reached, Employee agrees to continue to waive **$15,000.00**of the annual base until such time asthe Company has achieved revenues of $2,000,000 in any 12 month period. The Executive’s salaryshall be reviewed and adjusted accordingly at any time.**3. Bonus.**The Executive may be paid additional compensation, in the form of a bonus, as may bedetermined by the Corporation in the Corporation’s sole and absolute discretion, giving weight tosuch factors as (1) overall company pre-tax operating profits, (2) revenue objectives (3) fundinginitiatives, and (4) progress made by the Executive towards specific goals and objectives.**4. Deductions.**The Corporation shall deduct from compensation payable to the Executive suchamounts as is required by law to deduct, including but not limited to federal and state withholdingtaxes, social security taxes and state disability insurance, and any other amounts as may berequired pursuant to the Corporation’s benefit programs of which the Executive is a participant.**5. Vacation.**The Executive shall be entitled to an annual vacation of four (4) weeks after beingemployed for one (1) full year. The Executive shall also be entitled to holidays and illness daysfor the days, and at the pay, as is stated in the Corporation’s policies from time to time ineffect.**6. Benefits.**The Executive shall also be entitled to participate in all of the Corporation’sbenefit programs of general application to the Executives of X-Change Corporation, including thefollowing:Health and Dental InsuranceDisability InsuranceLife InsuranceStock Option Program, as approved by the Board of DirectorsProfit Sharing, as approved by the Board of Directors401K or similar programs, as approved by the Board of DirectorsAll other Benefits assigned, as approved by the Board of DirectorsX-Change Corporation. — Confidential
 
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