ex10_1.htm


    
      

    

    Exhibit
      10.1

    


    FIRST
      AMENDMENT

    


    TO

    


    CHANGE
      IN CONTROL RETENTION
      AGREEMENT

    


    THIS
      FIRST AMENDMENT TO CHANGE IN CONTROL RETENTION AGREEMENT (herein called this
      “Amendment”), is effective as of the 17th
      day of
      December, 2007, by and between INX, Inc., a Delaware corporation (the
“Company”), and Brian Fontana, an individual and employee of the Company (the
“Employee”).

    


    RECITALS

    


    1.        
      The Company and the Employee previously entered into that certain Change in
      Control Retention Agreement, dated December 6, 2006 (the “Original Agreement”),
      pursuant to which in consideration for the continued service by the Employee
      to
      the Company, the Company agreed to make a cash payment to Employee in the event
      of any Change in Control (as defined in the Original Agreement) regarding the
      Company, the amount of which is calculated based upon the Price Per Share (as
      defined in the Original Agreement) of the Company’s equity securities purchased
      by any buyer at the time of such Change in Control.

    


    2.        
      The Company and the Employee desire to amend the Original Agreement in order
      to
      (i) extend the term of the Original Agreement to the date one year from the
      date
      of this Amendment and (ii) replace the calculation of the cash payment based
      upon the Price Per Share with a one-time lump sum payment of $250,000 payable
      in
      accordance with the terms of the Original Agreement.

    


    3.        
      In consideration of the premises and the mutual covenants and agreements
      contained herein and in the Original Agreement and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties agree as follows:

    


    


    DEFINITIONS
      AND TREATMENT OF
      SHARES

    


    Terms
      Defined in the Original Agreement.  Unless the context
      otherwise requires or unless otherwise expressly defined herein, the terms
      defined in the Original Agreement shall have the same meanings whenever used
      in
      this Amendment.

    


    


    AMENDMENTS
      TO THE ORIGINAL
      AGREEMENT

     

    Term
      of the
      Original Agreement.  Section 1 of the Original
      Agreement is hereby deleted in its entirety and replaced with the following
      new
      Section 1:


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    1.           
Term
      of
      Agreement.  The
      term of this Agreement shall commence on December 6, 2006 and shall terminate
      on
      December 17, 2008, unless renewed or extended by the written agreement of the
      parties hereto.

    


    Section
      6 of
      the Original Agreement.  Section 6 of the Original
      Agreement is hereby deleted in its entirety and replaced with the following
      new
      Section 6:

    


    6.           
Retention
      Payment Upon Change In Control.  If the Executive is in
      the
      employ of the Company on the date of a Change In Control that occurs during
      the
      term of this Agreement, or is in the employ of the Company at any time during
      the one hundred twenty (120) day period preceding the execution by the Company
      of a definitive agreement setting forth a transaction that ultimately closes
      and
      results in a Change In Control occurring during the term of this Agreement,
      then
      upon the consummation of such Change In Control, the Executive shall receive
      a
      retention payment in cash subject to required withholding, in the aggregate
      amount of TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000.00 US, a “Retention
      Payment”), provided, however, that no Retention Payment shall be paid to the
      Executive if (a) the Executive voluntarily terminates his employment
      relationship with the Company prior to the Change in Control, or (b) if the
      Company terminates the employment of the Executive prior to the Change in
      Control because the Executive is convicted of a felony.

    


    Schedule
      to
      the Original Agreement.  The
      Schedule to the Original Agreement,
      which is attached to and made a part of the Original Agreement, is hereby
      deleted in its entirety, together with all references to such Schedule contained
      elsewhere in the Original Agreement.

    


    


    CONDITIONS
      OF
      EFFECTIVENESS

     

    Effective
      Date.  This
      Amendment is effective as of the date first above written upon the Company’s
      receipt of a copy of this Amendment duly executed by the Employee.

    


    


    MISCELLANEOUS

    


    Ratification
      of Agreements.  The Original Agreement,
      as
      hereby amended, is hereby ratified and confirmed in all respects.  Any
      reference to the Original Amendment in any other document, instrument or
      agreement is now a reference to such Original Agreement as hereby
      amended.

    


    Governing
      Law.  This
      Amendment is governed by and construed in accordance with the laws of the State
      of Texas,
      without regard to its choice of law
      provisions, in all respects, including construction, validity and
      performance.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterparts.  This
      Amendment may be
      separately executed in counterparts and by the different parties hereto in
      separate counterparts, each of which when so executed constitutes one and the
      same Amendment.

    


    THIS
      AMENDMENT AND THE ORIGINAL
      AGREEMENT REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
      CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
      AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF
      THE PARTIES.

    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Amendment as of the date first
      above written.

    


    
      	 	
              INX,
                INC.

            	 
	 	
              6401
                Southwest Freeway

            	 
	 	
              Houston,
                Texas  77074

            	 
	 	 	 
	 	 	 
	 	
              /s/
                James H. Long

            	 
	 	
              James
                H. Long

            	 
	 	
              Chairman
                & Chief Executive Officer

            	 


    

    


    
      	 	 	 
	 	
              EMPLOYEE

            	 
	 	 	 
	 	 	 
	 	
              /s/
                Brian Fontana

            	 
	 	
              Brian
                Fontana