ex10_3.htm


    
      

    

    
      Exhibit
        10.3

      


      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 Mark Wilhelm, 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/
                  Mark Wilhelm

              	 
	 	
                Mark
                  Wilhelm