EXHIBIT 99.2

                                 XACT AID, INC.
                              Employment Agreement

      This Employment Agreement ("Agreement") is made and entered into this 14th
day of  September,2004  by and between Xact Aid Inc., a Nevada  corporation (the
"Company"), and Federico G. Cabo ("Executive").

                                    RECITALS

      WHEREAS,  Executive has the experience to provide  services to the Company
of an extraordinary character which gives such services a unique value; and

      WHEREAS,  the Company  desires to retain the  services of  Executive,  and
Executive desires to be employed by the Company for the term of this Agreement.

      NOW AND  THEREFORE,  the Company and  Executive,  intending  to be legally
bound, hereby agree as follows:

      1. Employment. The Company hereby employs Executive as the CHIEF EXECUTIVE
OFFICER of the Company.  For the term of  Executive's  employment,  and upon the
other conditions set forth in this Agreement,  Executive accepts such employment
and  agrees  to  perform  services  for  the  Company,  subject  always  to such
resolutions  as are  established  from time to time by the Board of Directors of
the Company.

      2. Term. The term of Executive's  employment  hereunder  shall commence on
the execution  date of this  Agreement and continue  through  September 13, 2007
subject to the termination  provisions  contained  herein.  The Agreement may be
terminated  by the  Company  only for  cause as set forth  below,  and shall not
constitute "at will" employment.

      3. Position and Duties.

            3.1.  Services with the Company.  During the term of this Agreement,
Executive agrees to perform such duties and exercise such powers related thereto
as may from time to time be assigned to him by the Company's  Board of Directors
(the "Board").  Executive shall duly and diligently  perform all duties assigned
to him while in the employ of the Company.  He shall be bound by and  faithfully
observe and abide by all rules and  regulations of the Company which are brought
to his  notice or of which he  should  be  reasonably  aware.  Executive  hereby
accepts  such  employment,  agrees  to  serve  the  Company  in  the  capacities
indicated,  and agrees to use  Executive's  best  efforts  in, and shall  devote
sufficient  working time,  attention,  skill and energies to, the advancement of
the  interests  of the Company and the  performance  of  Executive's  duties and
responsibilities hereunder.

            3.2.  No  Conflicting  Duties.  Executive  shall  devote  sufficient
productive  time,  ability,  and attention to the business of the Company during
the term of this Agreement in a manner that will serve the best interests of the
Company.  This Agreement  shall not be  interpreted  to prohibit  Executive from
making passive  personal  investments or conduct other business affairs if those
activities do not  materially  interfere  with the services  required under this
Agreement.

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      4. Compensation.

            4.1 Annual Salary. As compensation for all services to be rendered
by Executive under this Agreement, the Company shall pay to Executive an annual
salary of Sixty Thousand Dollars ($60,000.00) (the "Annual Salary"). Executive's
Annual Salary shall be paid on a regular basis in accordance with the Company's
normal payroll procedures and policies. On or before the yearly anniversary date
of this Agreement, the Board of Directors shall determine the increase to the
Annual Salary, but in no event shall it be less than ten (10%) . The adjusted
Annual Salary shall become effective on September 14th of each year.

            4.2 Gross  Revenue  Bonus.  The Company  shall pay Executive a Bonus
("Gross Revenue Bonus"). The Gross Revenue Bonus shall equal One percent (1%) of
the Company's  gross income,  calculated  using  Generally  Accepted  Accounting
Principles.  The Bonus shall be payable and based on the following formula.  For
each period  that the  Company  attains a gross  revenue of  $2,500,000,  in the
aggregate,  Executive shall be entitled to a payment of One percent (1%) of said
gross revenue or $25,000 thirty days thereafter. The .Bonus shall not exceed the
sum of $250,000 without being extended by the Board of Directors of the Company.

            4.3 Incentive Stock Options. The Company shall issue incentive stock
options to Executive pursuant to the Company's  qualified Incentive Stock Option
Plan. At the  discretion  of, and in an amount to be determined by, the Board of
Directors, no later than seventy five (75) days following the end of each of the
Company's  fiscal years,  Executive will receive  incentive  stock options at an
exercise  price equal to the fair market  value at the end of each fiscal  year.
However,  if the Executive owns at least 10% of the Company's common stock, then
the purchase price that will be paid to the Company when the option is exercised
and the stock  purchase  must equal 110% of the fair market  value of the common
stock  as of  the  date  of  grant.  The  Incentive  Stock  Options  shall  vest
immediately and shall terminate ten years from the date of grant.  Executive may
exercise the incentive stock options,  at his sole and absolute  discretion,  by
providing the Company with written notice accompanied by (1) cash or a cashier's
check an amount  equal to the product of the  incentive  stock  option  exercise
price and the number of shares  Executive  desires to purchase  pursuant to this
provision;  or (2) by a cashless  exercise  whereby  Executive  receives the net
amount of shares after deducting the value of the exercise price.

            4.4 Stock and Option  Registration  Rights. In the event the Company
with or  without  the  assistance  of an  investment  banking  firm,  conducts a
registered offering of the Company's shares, the Company shall provide Executive
with registration rights to all shares,  warrants and/or options which Executive
then holds or otherwise directly or constructively owns.


            4.5  Expenses.   The  Company  shall  reimburse  Executive  for  all
reasonable  business or travel expenses and office related expenses  incurred by
Executive  in the  performance  of his  duties;  including  but not  limited to:
airfare, automobile rental, lodging, meals, telephone, copy costs, and supplies.
..


            4.6  Annual  Vacation.  Executive  shall  be  entitled  to Ten  (10)
business days'  vacation time for the fist year,  Fifteen (15) business days for
the second year and Twenty (20) business days for the third year without loss of
compensation.  In the event that  Executive is unable for any reason to take the
total amount of vacation  time  authorized  herein  during any year,  any unused
vacation time shall carry over from year to year. Any earned but unused vacation
time will be paid to  Executive  based upon his annual rate of all  compensation
paid in the  previous  twelve  months upon  termination  or  expiration  of this
Agreement.

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            4.7 Sick Leave.  Executive  shall be entitled to seven (7) days sick
leave each year without loss of  compensation.  In the event that Executive does
not take the total amount of sick leave  authorized  herein during any year, any
unused sick leave shall carry over from year to year.  Any  entitled  but unused
sick  leave  will  be  paid to  Executive  based  upon  his  annual  rate of all
compensation  paid in the previous twelve months upon  termination or expiration
of this Agreement.

            4.8 Health  Insurance.  The  Company,  at its sole cost and expense,
shall provide Executive and his immediate family members with  comprehensive PPO
or HMO health insurance including but not limited to medical, dental, vision and
disability coverage.

            4.9 Payment Upon Sale or Merger of Company. In the event the Company
shall merge, sell a controlling  interest, or sell a majority of its assets, the
Company  shall provide for  Executive to vested any but  unexercised  options to
purchases  shares in the Company  which are held by  Executive at the earlier of
(1) the  Company's  execution  of a Letter of Intent  to (a)  merge,  (b) sell a
controlling  interest,  or (c) sell a majority of its assets, or (2) the date of
any such merger or sale is consummated,  the Company shall pay Executive cash in
the amount equal to the difference between the consideration paid to the Company
on a per share basis less the exercise  price of the option,  the value of which
is multiplied by the number of options which Executive holds.

            4.10  Automobile  Allowance.  The Company shall provide  Executive a
monthly  automobile   allowance  in  the  amount  of  $700.00  (the  "Automobile
Allowance").  In the event this Agreement is terminated  prior to its expiration
for any reason, all payments of the Automobile Allowance shall cease immediately
and Executive  shall be  responsible  for any and all payments  remaining on any
lease,  loan or rental  agreement in connection with said Automobile  Allowance.
Payment  of  the  aforesaid   allowance  shall  be  subject  to  any  applicable
withholdings  tax.  The  Executive  shall be  responsible  for all income  taxes
imposed on the Executive by reason of the automobile allowance.

      5. Termination and Termination Benefits. Notwithstanding the provisions of
Section 2, Executive's employment under this Agreement shall terminate under the
following circumstances set forth in this Section 5.

            5.1  Termination  by the Company for Cause.  Executive's  employment
under this  Agreement may be terminated for Cause without  further  liability on
the part of the Company other than for accrued but unpaid Annual Salary  through
the date of termination  effective immediately upon written notice to Executive.
No termination  for Cause may be invoked by the Company  without first providing
Executive  with at least thirty (30) days written  notice to correct any breach,
default or  causation.  Such  written  notice  shall set forth  with  reasonable
specificity  the Company's  basis for such notice of  termination  and Executive
shall have thirty (30) days to correct  the  condition  set forth in the notice.
"Cause" shall mean the following:

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                  (i) Commission of a criminal act involving fraud, embezzlement
                  or breach of trust or other act which would prohibit Executive
                  from  holding his position  under the rules of the  Securities
                  and Exchange Commission.

                  (ii)  Willful,  knowing  and  malicious  violation  of written
                  corporate policy or rules of the Company.

                  (iii) Willful, knowing and malicious misuse, misappropriation,
                  or disclosure of any of the Proprietary Matters.

                  (iv) Misappropriation, concealment, or conversion of any money
                  or property of the Company.

                  (v) Being under the habitual influence of intoxicating liquors
                  or controlled substances while in the course of employment.

                  (vi) Reckless and wanton conduct which endangers the safety of
                  other  persons or property  during the course of employment or
                  while on premises leased or owned by the Company.

                  (vii) The performance of duties in a habitually unsatisfactory
                  manner  after  being  repeatedly  advised  in  writing  by the
                  Company of such unsatisfactory performance.

                  (viii)  Continued  incapacity  on the  part  of  Executive  to
                  perform his duties, unless waived by the Company.

            5.2 Termination Without Cause.

                        5.2.1 Disability. Executive's employment shall terminate
upon Executive becoming totally or permanently  disabled for a period of six (6)
months or more. For purposes of this Agreement, the term "totally or permanently
disabled"  or "total or permanent  disability"  means  Executive's  inability on
account  of  sickness  or  accident,  whether or not job  related,  to engage in
regularly or to perform  adequately his assigned  duties under this Agreement as
determined reasonably and in good faith by the Company. Prior to terminating the
Agreement  pursuant to this provision,  the Company shall engage and consult one
or more physicians as may be reasonable. In the event of termination pursuant to
this  paragraph,  Executive  shall be entitled to receive any accrued and unpaid
base  salary and any and all  accrued,  earned but  unpaid  bonuses or  benefits
described  in  Section  4 to which  Executive  is  entitled  on the date of such
termination.  All other rights  Executive  has under any benefit or stock option
plans and programs  shall be  determined  in  accordance  with the terms of such
plans and programs.

                        5.2.2  Death.  Executive's  employment  shall  terminate
immediately upon the death of Executive. Upon such termination,  the obligations
of Executive  and Company  under this  Agreement  shall  immediately  cease.  If
Executive's  employment is terminated pursuant to this paragraph,  Company shall
pay Executive's beneficiary or beneficiary designated by Executive in writing to
the Company, or in the absence of such beneficiary, Executive's estate, shall be
entitled  to receive  (i) any  accrued  but unpaid  base  salary and any and all
accrued,  earned but unpaid bonuses or benefits  described in Section 4 to which
Executive is entitled on the date of such termination, and (ii) Executive's then
current  base  salary  through  ninety  (90)  days  after  the  date of death in
accordance  with Company's  payroll  procedures as if Executive's  employment by
Company had continued for such period.  All other rights Executive has under any
benefit or stock option plans and programs  shall be  determined  in  accordance
with the terms and conditions of such plans and programs.

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                        5.2.3 Election By Executive.  Executive's employment may
be  terminated  at any time by  Executive  upon not less than  ninety  (90) days
written  notice by Executive to the Board of Directors.  Upon such  termination,
the  obligations  of the  Executive  and  Company  under  this  Agreement  shall
immediately  cease.  In the event of  termination  pursuant  to this  paragraph,
Executive  shall be  entitled  to receive any accrued and unpaid base salary and
any and all accrued,  earned but unpaid bonuses or benefits described in Section
4 to which  Executive  is  entitled on the date of such  termination.  All other
rights  Executive has under any benefit or stock option plans and programs shall
be determined in accordance with the terms of such plans and programs.

                  5.2.4  Election  By  Company.  Executive's  employment  may be
terminated  at any time by the  Company  upon not less  than  ninety  (90)  days
written  notice  by  the  Company  to  Executive.  Upon  such  termination,  the
obligations of the Executive and Company under this Agreement shall  immediately
cease. In the event of termination  pursuant to this paragraph,  Executive shall
be  entitled  to receive (i) any accrued and unpaid base salary and (ii) any and
all  accrued,  earned but unpaid  bonuses or benefits  described in Section 4 to
which Executive is entitled on the date of such  termination.  Additionally,  in
the event of termination of Executive's  employment with the Company pursuant to
this  Section  5.2.4,  the Company  shall pay to  Executive  (i) In the event of
Executive's  termination  within the first year of the Term, Two Hundred percent
(200%) of  Executive's  Annual Salary for the remainder of the Term,  payable on
the date of termination; (ii) In the event of Executive's termination within the
second year of the Term, One Hundred Fifty percent (150%) of Executive's  annual
salary for the remainder of the Term,  payable on the date of  termination;  and
(iii) In the event of Executive's termination within the third year of the Term,
One Hundred  Twenty Five percent  (125%) of  Executive's  annual  salary for the
remainder  of the Term,  payable on the date of  termination..  All other rights
Executive  has under any benefit or stock  option  plans and  programs  shall be
determined in accordance with the terms of such plans and programs.

            5.3  Surrender  of Records and  Property.  Upon  termination  of his
employment with the Company, Executive shall deliver promptly to the Company all
records,  electronic media,  manuals,  books, blank forms,  documents,  letters,
memoranda,  notes, notebooks,  reports, data, tables, and calculations or copies
thereof,  which are the  property of the Company and which  relate in any way to
the business,  products,  practices or techniques of the Company,  and all other
property (keys, office equipment,  computers, mobile phones, credit cards, etc.)
of the  Company  and  Proprietary  Matter,  including  but not  limited  to, all
documents  which in whole or in part contain any trade  secrets or  confidential
information of the Company, which in any of these cases are in his possession or
under his control.

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            5.4 Full  Satisfaction of Claims.  The parties hereto agree that the
benefits  upon  termination  described  in  this  Section  5 are  to be in  full
satisfaction,   compromise  and  release  of  any  claims  arising  out  of  any
termination  of the  Executive's  employment  pursuant to Section 6(c), and such
amounts shall be contingent upon the  Executive's  delivery of a general release
of such claims upon termination of employment in a form reasonably  satisfactory
to the Company,  it being understood that none of the benefits shall be provided
unless and until the Executive determines to execute and deliver such release.

            5.5 Survival of Terms. Notwithstanding termination of this Agreement
as provided in this Section 5 or any other termination of Executive's employment
with the Company,  Executive's  obligations under Sections 6, 8, 9 and 10 hereof
shall survive any termination of Executive's  employment with the Company at any
time and for any reason.

      6.  Proprietary  Matter.  Except as  permitted or directed by the Company,
Executive  shall not during the term of his employment or at any time thereafter
divulge,  furnish,  disclose,  or make  accessible  (other than in the  ordinary
course  of the  business  of the  Company)  to  anyone  for  use in any  way any
confidential,  secret,  or  proprietary  knowledge or information of the Company
("Proprietary Matter") which Executive has acquired or become acquainted with or
will  acquire or become  acquainted  with,  whether  developed  by himself or by
others, including, but not limited to, any trade secrets, confidential or secret
designs,  processes,  formulae, software or computer programs, plans, devices or
material  (whether or not patented or patentable,  copyrighted or copyrightable)
directly or indirectly useful in any aspect of the business of the Company,  any
confidential  customer,  distributor  or  supplier  lists  of the  Company,  any
confidential or secret development or research work of the Company, or any other
confidential,  secret or  non-public  aspects of the  business  of the  Company.
Executive  acknowledges  that the  Proprietary  Matter  constitutes a unique and
valuable asset of the Company acquired at great time and expense by the Company,
and that any  disclosure or other use of the  Proprietary  Matter other than for
the sole benefit of the Company  would be wrongful  and would cause  irreparable
harm to the Company. Both during and after the term of this Agreement, Executive
will  refrain  from  any  acts or  omissions  that  would  reduce  the  value of
Proprietary Matter to the Company. The foregoing obligations of confidentiality,
however,  shall not apply to any knowledge or information which is now published
or which  subsequently  becomes generally publicly known, other than as a direct
or indirect  result of the breach of this  Agreement by  Executive  nor shall it
apply to any  knowledge or  information  Executive had prior to the execution of
this Agreement.

      7. Ventures.  If, during the term of this Agreement,  Executive is engaged
in or associated with the planning or implementing of any project,  program,  or
venture  involving  the Company and a third party or parties,  all rights in the
project,  program, or venture shall belong to the Company and shall constitute a
corporate opportunity belonging exclusively to the Company.  Except as expressly
approved  in writing by the  Company,  Executive  shall not be  entitled  to any
interest in such project, program, or venture or to any commission, finder's fee
or other compensation in connection therewith, other than the compensation to be
paid to Executive as provided in this Agreement.

      8.  Non-Solicitation  of Employees.  During Executive's  employment by the
Company  hereunder and for the one (1) year period  following the termination of
such  employment  for any  reason,  Executive  shall  not,  either  directly  or
indirectly,  on his own behalf or in the service or on behalf of others solicit,
divert or hire away, or attempt to solicit,  divert or hire away any person then
employed full time by the Company.

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      9. Non-Competition. Executive agrees that he shall not, during the term of
this Agreement, and for a period of one (1) year thereafter:

                  (i) directly or indirectly  own,  engage in, manage,  operate,
                  join,  control,  or participate in the ownership,  management,
                  operation,  or control of, or be connected  as a  stockholder,
                  partner, member, joint venturer,  director, officer, employee,
                  consultant,   agent,  beneficiary,   or  otherwise  with,  any
                  corporation,  limited  liability  company,  partnership,  sole
                  proprietorship,   association,   business,   trust,  or  other
                  organization,    entity   or   individual    which   develops,
                  manufactures  or markets  products or performs  services which
                  are competitive with or similar to the products or services of
                  the Company or its subsidiaries;  provided, that Executive may
                  own,  directly or indirectly,  securities of any entity traded
                  on any national  securities exchange or listed on the National
                  Association of Securities  Dealers Automated  Quotation System
                  if Executive does not, directly or indirectly,  own 1% or more
                  of any class of equity securities,  or securities  convertible
                  into  or  exercisable  or  exchangeable  for 1% or more of any
                  class of equity securities, of such entity;

                  (ii) call upon,  solicit,  direct, take away, provide products
                  or services to, or attempt to call upon, solicit, direct, take
                  away or provide  products or services to, or accept any orders
                  of business  from any  customers or clients of the Company for
                  products or services which are competitive  with or similar to
                  the products or services of the Company or its subsidiaries.

                  (iii) directly or indirectly  request or advise any present or
                  future supplier, service provider or financial resource of the
                  Company to withdraw,  curtail or cancel the furnishing of such
                  service or resource to the Company.

      10. Confidentiality.

            10.1 Confidentiality. In the course of performing services hereunder
on behalf of the Company and its affiliates,  Executive has had and from time to
time will have access to Confidential Information.  Executive agrees (i) to hold
the  Confidential  Information  in strict  confidence,  (ii) not to disclose the
Confidential  Information  to any person (other than in the regular  business of
the Company or its  affiliates),  and (iii) not to use,  directly or indirectly,
any of the Confidential  Information for any purpose other than on behalf of the
Company and its affiliates. All documents,  records, data, apparatus,  equipment
and  other  physical  property,   whether  or  not  pertaining  to  Confidential
Information,  that are  furnished to Executive by the Company or are produced by
Executive in connection with Executive's  employment will be and remain the sole
property of the Company. Upon the termination of Executive's employment with the
Company for any reason and as and when otherwise  requested by the Company,  all
Confidential  Information (including,  without limitation,  all data, memoranda,
customer lists,  notes,  programs and other papers and items, and  reproductions
thereof relating to the foregoing matters) in Executive's possession or control,
shall be immediately returned to the Company.

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            10.2 Confidential  Information.  As used in this Agreement, the term
"Confidential  Information"  shall mean information  belonging to the Company of
value to the Company or with respect to which Company has right in the course of
conducting  its  business  and  the  disclosure  of  which  could  result  in  a
competitive  or other  disadvantage  to the  Company.  Confidential  Information
includes  information,  whether or not patentable or copyrightable,  in written,
oral,  electronic or other tangible or intangible  forms,  stored in any medium,
including,  by way of example  and without  limitation,  trade  secrets,  ideas,
concepts,  designs,   configurations,   specifications,   drawings,  blueprints,
diagrams,  models,  prototypes,  samples,  flow  charts  processes,  techniques,
formulas,  software,  improvements,  inventions,  domain names, data,  know-how,
discoveries,  copyrightable materials, marketing plans and strategies, sales and
financial  reports and forecasts,  customer lists,  studies,  reports,  records,
books,  contracts,  instruments,  surveys,  computer  disks,  diskettes,  tapes,
computer  programs and business  plans,  prospects  and  opportunities  (such as
possible  acquisitions or  dispositions of businesses or facilities)  which have
been  discussed or  considered by the  management  of the Company.  Confidential
Information  includes  information  developed  by  Executive  in the  course  of
Executive's  employment by the Company,  as well as other  information  to which
Executive  may  have  access  in   connection   with   Executive's   employment.
Confidential  Information also includes the  confidential  information of others
with  which  the  Company  has  a  business  relationship.  Notwithstanding  the
foregoing,  Confidential  Information does not include information in the public
domain, unless due to breach of Executive's duties under Section 10.1.

      11.  Assignment.  This Agreement  shall not be assignable,  in whole or in
part,  by either party  without the written  consent of the other party,  except
that the Company may,  without the consent of  Executive,  assign its rights and
obligations  under this  Agreement to any  corporation,  firm or other  business
entity (i) with or into which the Company may merge or  consolidate,  or (ii) to
which the Company may sell or transfer all or substantially all of its assets or
of which fifty percent (50%) or more of the equity  investment and of the voting
control is owned, directly or indirectly, by, or is under common ownership with,
the Company.  Upon such assignment by the Company,  the Company shall obtain the
assignees' written agreement enforceable by Executive to assume and perform, and
after the date of such assignment, the terms, conditions, and provisions imposed
by this Agreement upon the Company. After any such assignment by the Company and
such written agreement by the assignee, the Company shall be discharged from all
further  liability  hereunder and such assignee shall thereafter be deemed to be
the Company for the purposes of all provisions of this Agreement  including this
section.

12.  Indemnification.  The Company shall indemnify  Executive as provided in the
Delaware General Corporations Code, Company's Charter or Bylaws in effect at the
commencement of this Agreement.  The scope of indemnification to which Executive
is entitled  shall not be  diminished,  but may be expanded by the  Company,  by
amendment of the  Company's  Bylaws,  Articles of  Incorporation  or  otherwise.
Executive shall  indemnify and hold the Company  harmless from all liability for
loss,  damages  or  injury  resulting  from  the  negligence  or  misconduct  of
Executive.

      13. Liability  Insurance.  The Company shall provide, at its sole cost and
expense,  under  which  Executive  shall  be  covered,  Directors  and  Officers
Liability  Insurance  and Errors and Omissions  Liability  Insurance in coverage
amounts not less than $10 million, respectively.

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      14. Miscellaneous.

            14.1  Preparation  of Agreement.  This Agreement was prepared by the
Company solely on behalf of such party. Each party  acknowledges that: (i) he or
it had the advice of, or sufficient  opportunity  to obtain the advice of, legal
counsel  separate and  independent  of legal counsel for any other party hereto;
(ii) the terms of the  transactions  contemplated by this Agreement are fair and
reasonable to such party; and (iii) such party has voluntarily  entered into the
transactions  contemplated  by this Agreement  without duress or coercion.  Each
party  further  acknowledges  that such party was not  represented  by the legal
counsel  of  any  other  party  hereto  in  connection  with  the   transactions
contemplated  by  this  Agreement,  nor  was  he  or  it  under  any  belief  or
understanding  that such legal counsel was  representing  his or its  interests.
Except as expressly set forth in this Agreement,  each party shall pay all legal
and  other  costs and  expenses  incurred  or to be  incurred  by such  party in
negotiating  and  preparing  this  Agreement;  in  performing  due  diligence or
retaining professional advisors; in performing any transactions  contemplated by
this  Agreement;  or in complying  with such party's  covenants,  agreements and
conditions  contained  herein.  Each party agrees that no conflict,  omission or
ambiguity in this Agreement,  or the interpretation  thereof, shall be presumed,
implied or otherwise  construed against any other party to this Agreement on the
basis that such party was responsible for drafting this Agreement.

            14.2 Cooperation.  Each party agrees, without further consideration,
to cooperate and diligently  perform any further acts, deeds and things,  and to
execute and deliver any documents that may be reasonably  necessary or otherwise
reasonably required to consummate, evidence, confirm and/or carry out the intent
and provisions of this Agreement, all without undue delay or expense.

            14.3  Governing  Law.  This  Agreement  is made  under  and shall be
government  by and  construed  in  accordance  with  the  laws of the  State  of
California.

            14.4 Entire Agreement.  This Agreement contains the entire agreement
of the parties  relating to the subject  matter hereof and  supersedes all prior
agreements  and  understandings  with  respect to such subject  matter,  and the
parties hereto have made no agreements,  representations or warranties  relating
to the subject matter of this Agreement which are not set forth herein.

            14.5 Legal  Proceedings.  Should any party  institute  or should the
parties  otherwise  become a party to any  action or  proceeding  to  enforce or
interpret this Agreement,  the prevailing party in any such action or proceeding
shall be  entitled  to  receive  from the  non-prevailing  party  all  costs and
expenses of prosecuting  or defending the action or  proceeding.  This Agreement
and the  rights  of each  party  under  this  Agreement  shall be  governed  by,
interpreted under, and construed and enforced in accordance with the laws of the
State of California.

            14.6  Withholding   Taxes.  The  Company  shall  undertake  to  make
deductions,  withholdings  and tax reports with respect to payments and benefits
under this Agreement to the extent that it reasonably and in good faith believes
that it is  required  to make such  deductions,  withholdings  and tax  reports.
Payments under this Agreement  shall be in amounts net of any such deductions or
withholdings.  Nothing in this  Agreement  shall be  construed  to  require  the
Company to make any payments to  compensate  the  Executive  for any adverse tax
effect  associated  with  any  payments  or  benefits  or for any  deduction  or
withholding from any payment or benefit.

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            14.7  Amendments.  No amendment or  modification  of this  Agreement
shall be deemed effective unless made in writing signed by the parties hereto.

            14.8 No Wavier.  No term or  condition  of this  Agreement  shall be
deemed to have been  waived  nor shall  there be any  estoppel  to  enforce  any
provisions  of this  Agreement,  except by a statement in writing  signed by the
party against whom enforcement of the waiver or estoppel is sought.  Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate  only  as to the  specific  term  or  condition  waived  and  shall  not
constitute  a waiver of such term or  condition  for the future or as to any act
other than that specifically waived.

            14.9  Severability.  To the extent any  provision of this  Agreement
shall be invalid or unenforceable,  it shall be considered deleted here from and
the remainder of such  provision and of this  Agreement  shall be unaffected and
shall continue in full force and effect.

            14.10 Notices. Any and all notices, requests or other communications
required or  permitted  in or by any  provision  of this  Agreement  shall be in
writing and may be delivered  personally  or by certified  mail  directed to the
addressee at such  person's or entity's last known post office  address,  and if
given by certified  mail,  shall be deemed to have been delivered when deposited
in such, mail postage prepaid.

      This  Agreement is executed on the date first  written  above at Westlake,
California.


Company:                                 Executive:
Xact Aid Inc.


By: _________________________            ___________________________
Title Fred De Luca, Secretary                Federico G. Cabo
_____________________________


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                                    EXHIBIT A



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