First Amendment to Consulting Agreement with Joseph Wagner


    Exhibit
      10.30

    
 

    XA,
      INC.

    


    FIRST
      AMENDMENT TO CONSULTING
      AGREEMENT

    


    This
      FIRST AMENDMENT TO CONSULTING AGREEMENT, dated as of March 8, 2007, with an
      effective date of August 1, 2006 (this “Agreement”), is by and between XA, INC.,
      a corporation organized and existing under the laws of the State of Nevada
      (the
“Company”), and JOSEPH WAGNER (the “Consultant”) (collectively sometimes
      referred to as the “Parties” and individually sometimes referred to as “Each
      Party”). Unless otherwise indicated, all references to Sections are to Sections
      in this Agreement. This Agreement is effective as of the “Effective Date” set
      forth in Section 14 below. 

    


    W I T N E S S E T H
      :

    


    WHEREAS,
      the
      Parties previously entered into a sixty (60) month Consulting Agreement with
      an
      Effective Date as defined below, which Consulting Agreement is replaced and
      superseded by this Agreement in all respects;

     

    WHEREAS,
      the
      Company desires to obtain the services of Consultant, and Consultant desires
      to
      be employed by the Company upon the terms and conditions hereinafter set
      forth;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants, agreements, and
      considerations herein contained, the Company and the Consultant hereto agree
      as
      follows:

    


    1.  Consulting
      Services.
      The
      Company hereby retains the Consultant as Chief Executive Officer, President,
      Secretary and Chairman of the Company’s Board of Directors (“Employment”), to
      provide, and the Consultant hereby agrees to provide, financial, management
      and
      general business advisory services (the “Services”) to the Company as the
      Company may reasonably deem to be necessary and beneficial to its efficient
      and
      effective operation of its business operations in general. Such Services shall
      be rendered on a non-exclusive basis. 

    


    1.5.  Consulting
      Period.
      (a) The
      period during which the Consultant shall render the Services shall commence
      as
      of the effective date of this Agreement, August 1, 2006, for his services as
      Chief Executive Officer, President, Secretary and as of February 23, 2007 for
      his services as Chairman of the Company’s Board of Directors (the “Effective
      Date”) and shall continue for a period of sixty (60) months from the August 1,
      2006, Effective Date (August 1, 2011). This Agreement is automatically renewable
      for successive one-year terms. The Consultant or the Company shall provide
      the
      other with written notice of non-renewal at least thirty (30) days, but not
      more
      than sixty (60) days, before the end of the period of Employment.

    


    2.  Scope
      of Employment.


    


    (a)
      During the Employment, Consultant will serve as Chief Executive Officer,
      President, Secretary and Chairman of the Board of Directors. In that connection,
      Consultant will (i) devote his time, attention, and energies to the business
      of
      the Company and will diligently and to the best of his ability perform all
      duties incident to his employment hereunder; (ii) use his best efforts to
      promote the interests and goodwill of the Company; and (iii) perform such other
      duties commensurate with his office as the Board of Directors of the Company
      may
      from time-to-time assign to him; 

    


    (b)
      Section 2(a) shall not be construed as preventing Consultant from (i) serving
      on
      corporate, civic or charitable boards or committees, or (ii) from giving
      Consultant the ability to consult with and assist other companies and
      individuals so as not to be adverse or compete with the Company.

     


    
      
         

        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
 

    (c)
      In
      connection with Consultant’s Employment as Chairman of the Company’s Board of
      Directors, Consultant shall have an additional tie-breaking vote on any matters
      to come before the Board of Directors, which end in a tie or deadlock between
      the then voting members of the Board of Directors (including the Consultant’s
      vote in such tie or deadlock vote), while Consultant is Chairman of the Board
      of
      Directors. For instance, if there are four voting members of the Board of
      Directors present at a Board of Directors meeting (one of which is the
      Consultant), and two members vote to approve a resolution which has come before
      the Board of Directors and two members (including the Consultant’s vote) vote
      not to approve the resolution, the approval or non-approval of the resolution
      will be decided by a tie-breaking vote to be cast by Consultant as Chairman
      of
      the Board of Directors in his sole discretion (which shall in effect give the
      Consultant while serving as the Chairman of the Board of Directors a second
      vote
      on any tied or deadlocked vote to come before the Board of
      Directors).

     

    3.
      Compensation and Benefits During Agreement. During the Agreement, the Company
      shall provide compensation to Consultant as follows.

    


    (a)
      Company shall pay Consultant a base compensation of $200,000 per year to LSC
      Capital Advisers Corporation of which Consultant is the sole beneficial owner.
      Consultant shall be responsible for the payment of all taxes to the Internal
      Revenue Service as well as any and all other taxes payable in the United States
      including taxes payable to any state or local jurisdiction. Consultant
      indemnifies the Company with respect to the payment of any and all taxes owing
      and due from Consultant’s compensation.

    


    (b)
      Consultant shall receive 850,000 options to purchase shares of the Company’s
      common at an exercise price of $0.75 per share (the “Options”), which options
      shall vest to Consultant as provided in the Option Agreement which evidences
      the
      Options and shall expire on the fifth anniversary of their grant date August
      2,
      2006, or as otherwise provided in the Option agreement. In the event of a
      consolidation or merger or sale of all or substantially all of the assets of
      the
      Company in which outstanding shares of the Company’s common stock are exchanged
      for securities, cash or other property of any other corporation, firm,
      partnership, joint venture, association, or business entity, the Company is
      otherwise acquired or there is a change of control of the Company (receipt
      of
      more than 50% of the outstanding shares of the Company, the Company otherwise
      being acquired, or a change in control of the Company are collectively referred
      to as an “Acquisition”), or in the event of liquidation of the Company, the
      Options shall immediately vest. 

    


       (c)
      The
      Company shall reimburse Consultant for business expenses incurred by Consultant
      in connection with the Employment in accordance with the Company’s then-current
      policies.

    


    (d)
      Consultant will be entitled to thirty (30) days of paid time off (PTO) per
      year.
      PTO days shall begin on the 1st of January for each successive year. Unused
      PTO
      days shall expire on December 31 of each year and shall not roll-over into
      the
      next year. Other than the use of PTO days for illness or personal emergencies,
      PTO days must be pre-approved by Company.

    


    (e)
      Consultant will be entitled to participate in any incentive program or
      discretionary bonus program of the Company which may be implemented in the
      future by the Board of Directors.

    


    (f)
      Consultant will be entitled to participate in any stock option plan of the
      Company which may be approved in the future by the Board of
      Directors.

    


    (g)
      The
      Company hereby agrees to maintain a director and officers insurance policy
      of at
      least $1,000,000 coverage in full force and effect during Consultant’s period of
      Employment including renewals of this Agreement.

     


    
      
         

        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
 

    Any
      act,
      or failure to act, based upon authority given pursuant to a resolution duly
      adopted by the Board or based upon the advice of counsel for the Company shall
      be conclusively presumed to be done, or omitted to be done, by Consultant in
      good faith and in the best interests of the Company and thus shall not be deemed
      grounds for Termination for Cause.

    


    4.
      Confidential Information. 

    


    (a)
      Consultant acknowledges that the law provides the Company with protection for
      its trade secrets and confidential information. Consultant will not disclose,
      directly or indirectly, any of the Company’s confidential business information
      or confidential technical information to anyone without authorization from
      the
      Company’s management. Consultant will not use any of the Company’s confidential
      business information or confidential technical information in any way, either
      during or after the Employment with the Company, except as required in the
      course of the Employment.

    


    (b)
      Consultant will strictly adhere to any obligations that may be owed to former
      employers insofar as Consultant’s use or disclosure of their confidential
      information is concerned. 

    


    (c)
      Information will not be deemed part of the confidential information restricted
      by this Section 4 if Consultant can show that: (i) the information was in
      Consultant’s possession or within Consultant’s knowledge before the Company
      disclosed it to Consultant; (ii) the information was or became generally known
      to those who could take economic advantage of it; (iii) Consultant obtained
      the
      information from a party having the right to disclose it to Consultant without
      violation of any obligation to the Company, or (iv) Consultant is required
      to
      disclose the information pursuant to legal process (e.g., a subpoena), provided
      that Consultant notifies the Company immediately upon receiving or becoming
      aware of the legal process in question. No combination of information will
      be
      deemed to be within any of the four exceptions in the previous sentence,
      however, whether or not the component parts of the combination are within one
      or
      more exceptions, unless the combination itself and its economic value and
      principles of operation are themselves within such an exception or exceptions.
      

    


    (d)
      All
      originals and all copies of any drawings, blueprints, manuals, reports, computer
      programs or data, notebooks, notes, photographs, and all other recorded,
      written, or printed matter relating to research, manufacturing operations,
      or
      business of the Company made or received by Consultant during the Employment
      are
      the property of the Company. Upon Termination of the Employment, whether or
      not
      for Cause, Consultant will immediately deliver to the Company all property
      of
      the Company which may still be in Consultant’s possession. Consultant will not
      remove or assist in removing such property from the Company’s premises under any
      circumstances, either during the Employment or after Termination thereof, except
      as authorized by the Company’s management.

    


    (e)
      For a
      period of One (1) year after the date of Termination of the Employment,
      Consultant will not, either directly or indirectly, hire or employ or offer
      or
      participate in offering employment to any person who at the time of such
      Termination or at any time during such one year period following the time of
      such Termination was an employee of the Company without the prior written
      consent of the Company.

    


    5.
      Ownership of Intellectual Property.

    


    (a)
      The
      Company will be the sole owner of any and all of Consultant’s Inventions that
      are related to the Company’s business, as defined in more detail below.


    


    (b)
      For
      purposes of this Agreement, “Inventions” means all inventions, discoveries, and
      improvements (including, without limitation, any information relating to
      manufacturing techniques, processes, formulas, developments or experimental
      work, work in progress, or business trade secrets), along with any and all
      other
      work product relating thereto. 

     


    
      
         

        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    (c)
      An
      Invention is “related to the Company’s business” (“Company-Related Invention”)
      if it is made, conceived, or reduced to practice by Consultant (in whole or
      in
      part, either alone or jointly with others, whether or not during regular working
      hours), whether or not potentially patentable or copyrightable in the U.S.
      or
      elsewhere, and it either: (i) involves equipment, supplies, facilities, or
      trade
      secret information of the Company; (ii) involves the time for which Consultant
      was or is to be compensated by the Company; (iii) relates to the business of
      the
      Company or to its actual or demonstrably anticipated research and development;
      or (iv) results, in whole or in part, from work performed by Consultant for
      the
      Company. 

    


    (d)
      Consultant will promptly disclose to the Company, or its nominee(s), without
      additional compensation, all Company-Related Inventions. 

    


    (e)
      Consultant will assist the Company, at the Company’s expense, in protecting any
      intellectual property rights that may be available anywhere in the world for
      such Company-Related Inventions, including signing U.S. or foreign patent
      applications, oaths or declarations relating to such patent applications, and
      similar documents.

    


    (f)
      To
      the extent that any Company-Related Invention is eligible under applicable
      law
      to be deemed a “work made for hire,” or otherwise to be owned automatically by
      the Company, it will be deemed as such, without additional compensation to
      Consultant. In some jurisdictions, Consultant may have a right, title, or
      interest (“Right,” including without limitation all right, title, and interest
      arising under patent law, copyright law, trade-secret law, or otherwise,
      anywhere in the world, including the right to sue for present or past
      infringement) in certain Company-Related Inventions that cannot be automatically
      owned by the Company. In that case, if applicable law permits Consultant to
      assign Consultant’s Right(s) in future Company-Related Inventions at this time,
      then Consultant hereby assigns any and all such Right(s) to the Company, without
      additional compensation to Consultant; if not, then Consultant agrees to assign
      any and all such Right(s) in any such future Company-Related Inventions to
      the
      Company or its nominee(s) upon request, without additional compensation to
      Consultant.

    


    6.
      Non-competition. As a condition to, and in consideration of, the Company’s
      entering into this Agreement, and giving Consultant access to certain
      confidential and proprietary information, which Consultant recognizes is
      valuable to the Company and, therefore, its protection and maintenance
      constitutes a legitimate interest to be protected by the provisions of this
      Section 6 as applied to Consultant and other employees similarly situated to
      Consultant, and for ten dollars ($10) and other good and valuable consideration,
      the receipt and sufficiency of which Consultant hereby acknowledges, Consultant
      acknowledges and hereby agrees as follows:

    


    (a)
      that
      Consultant is and will be engaged in the business of the Company;

    


    (b)
      that
      Consultant has occupied a position of trust and confidence with the Company
      prior to the Effective Date, and that during such period and the period of
      Consultant’s Employment under this Agreement, Consultant has, and will, become
      familiar with the Company’s trade secrets and with other proprietary and
      confidential information concerning the Company;

    


    (c)
      that
      the obligations of this Agreement are directly related to the Employment and
      are
      necessary to protect the Company’s legitimate business interests; and that the
      Company’s need for the covenants set forth in this Agreement is based on the
      following: (i) the substantial time, money and effort expended and to be
      expended by the Company in developing technical designs, computer program source
      codes, marketing plans and similar confidential information; (ii) the fact
      that
      Consultant will be personally entrusted with the Company’s confidential and
      proprietary information; (iii) the fact that, after having access to the
      Company’s technology and other confidential information, Consultant could become
      a competitor of the Company; and (iv) the highly competitive nature of the
      Company’s industry, including the premium that competitors of the Company place
      on acquiring proprietary and competitive information; and

     


    
      
         

        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    (d)
      that
      for a period commencing on the Effective Date and ending nine (9) months
      following Termination as provided in Section 11, Consultant will not, directly
      or indirectly, serve as employee, agent, consultant, stockholder, director,
      co-partner or in any other individual or representative capacity, own, operate,
      manage, control, engage in, invest in or participate in any manner in, act
      as
      consultant or advisor to, render services for (alone or in association with
      any
      person, firm, corporation or entity), or otherwise assist any person or entity
      that directly or indirectly engages or proposes to engage in (i) the same,
      or a
      substantially similar, type of business as that in which the Company engages;
      or
      (ii) the business of distribution or sale of (A) products and services
      distributed, sold or license by the Company at the time of termination; or
      (B)
      products and services proposed at the time of Termination to be distributed,
      sold or licensed by the Company, anywhere in North America (the “Territory”);
      provided, however

    


    (e)
      that
      nothing contained herein shall be construed to prevent Consultant from investing
      in the stock or securities of any competing corporation listed on any recognized
      national securities exchange or traded in the over the counter market in the
      United States, but only if (i) such investment is of a totally passive nature
      and does not involve Consultant devoting time to the management or operations
      of
      such corporation and Consultant is not otherwise involved in the business of
      such corporation; and if (ii) Consultant and his associates (as such term is
      defined in Regulation 14(A) promulgated under the Securities Exchange Act of
      1934, as in effect on the Effective Date), collectively, do not own, directly
      or
      indirectly, more than an aggregate of two percent (2%) of the outstanding stock
      or securities of such corporation.

    


    7.
      Legal
      Fees and Expenses. In the event of a lawsuit, arbitration, or other
      dispute-resolution proceeding between the Company and Consultant arising out
      of
      or relating to this Agreement, the prevailing party, in the proceeding as a
      whole and/or in any interim or ancillary proceedings (e.g., opposed motions,
      including without limitation motions for preliminary or temporary injunctive
      relief) will be entitled to recover its reasonable attorneys’ fees and expenses
      unless the court or other forum determines that such a recovery would not serve
      the interests of justice. 

    


    8.
      Successors. 

    


    (a)
      This
      Agreement shall inure to the benefit of and be binding upon (i) the Company
      and
      its successors and assigns; (ii) Consultant and Consultant’s heirs and legal
      representatives, except that Consultant’s duties and responsibilities under this
      Agreement are of a personal nature and will not be assignable or delegable
      in
      whole or in part; and (iii) Consultant Parties as provided in Section
      10.

    


    (b)
      The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation, Acquisition or otherwise) to all or substantially all
      of
      the business and/or assets of the Company to assume expressly and agree to
      perform this Agreement in the same manner and to the same extent that the
      Company would be required to perform it if no such succession had taken place.
      As used in this Agreement, "the Company" shall mean the Company as hereinbefore
      defined and any successor to its business and/or assets as aforesaid which
      assumes and agrees to perform this Agreement by operation of law, or
      otherwise.

    


    9.
      Arbitration.

    


    (a)
      Except as set forth in paragraph (b) of this Section 9 or to the extent
      prohibited by applicable law, any dispute, controversy or claim arising out
      of
      or relating to this Agreement will be submitted to binding arbitration before
      a
      single arbitrator in accordance with the National Rules for the Resolution
      of
      Employment Disputes of the American Arbitration Association in effect on the
      date of the demand for arbitration. The arbitration shall take place before
      a
      single arbitrator, who will preferably but not necessarily be a lawyer. Unless
      otherwise agreed by the parties, the arbitration shall take place in the city
      in
      which Consultant’s principal office space is located at the time of the dispute
      or was located at the time of Termination of the Employment (if applicable).
      The
      arbitrator is hereby directed to take all reasonable measures not inconsistent
      with the interests of justice to expedite, and minimize the cost of, the
      arbitration proceedings.

     

    
 

    
      
         

        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    


    (b)
      To
      protect inventions, trade secrets, or other confidential information of Section
      4, and/or to enforce the non-competition provisions of Section 6, the Company
      may seek temporary, preliminary, and/or permanent injunctive relief in a court
      of competent jurisdiction, in each case, without waiving its right to
      arbitration. 

    


    (c)
      At
      the request of either party, the arbitrator may take any interim measures s/he
      deems necessary with respect to the subject matter of the dispute, including
      measures for the preservation of confidentiality set forth in this Agreement.
      

    


    (d)
      Judgment upon the award rendered by the arbitrator may be entered in any court
      having jurisdiction.

    


    
      	 	
              10.

            	
              Indemnification.

            


    

    


    (a)
      The
      Company agrees to indemnify and hold harmless Consultant, his nominees and/or
      assigns (a reference in this Section 10 to Consultant also includes a reference
      to Consultant’s nominees and/or assigns) against any and all losses, claims,
      damages, obligations, penalties, judgments, awards, liabilities, costs, expenses
      and disbursements (incurred in any and all actions, suits, proceedings and
      investigations in respect thereof and any and all legal and other costs,
      expenses and disbursements in giving testimony or furnishing documents in
      response to a subpoena or otherwise), including without limitation, the costs,
      expenses and disbursements, as and when incurred, of investigating, preparing
      or
      defending any such action, suit, proceeding or investigation that is in any
      way
      related to the Consultant’s employment with the Company (whether or not in
      connection with any action in which the Consultant is a party). Such
      indemnification does not apply to acts performed by Consultant, which are
      criminal in nature or a violation of law. The Company also agrees that
      Consultant shall not have any liability (whether direct or indirect, in contract
      or tort, or otherwise) to the Company, for, or in connection with, the
      engagement of the Consultant under the Agreement, except to the extent that
      any
      such liability resulted primarily and directly from Consultant’s gross
      negligence and willful misconduct.

    


    (b)
      These
      indemnification provisions shall be in addition to any liability which the
      Company may otherwise have to Consultant or the persons indemnified below in
      this sentence and shall extend to the following: the Consultant, his affiliated
      entities, partners, employees, legal counsel, agents, and controlling persons
      (within the meaning of the federal securities laws), and the officers,
      directors, employees, legal counsel, agents, and controlling persons of any
      of
      them (collectively, the “the Consultant Parties”).

    


    (c)
      If
      any action, suit, proceeding or investigation is commenced, as to which any
      of
      the Consultant parties propose indemnification under the Agreement, they shall
      notify the Company with reasonable promptness; provided however, that any
      failure to so notify the Company shall not relieve the Company from its
      obligations hereunder. The Consultant Parties shall have the right to retain
      counsel of their own choice (which shall be reasonably acceptable by the
      Company) to represent them, and the Company shall pay fees, expenses and
      disbursements of such counsel; and such counsel shall, to the extent consistent
      with its professional responsibilities, cooperate with the Company and any
      counsel designated by the Company. The Company shall be liable for any
      settlement of any claim against the Consultant Parties made with the Company’s
      written consent, which consent shall not be unreasonably withheld. The Company
      shall not, without the prior written consent of the party seeking
      indemnification, which shall not be reasonably withheld, settle or compromise
      any claim, or permit a default or consent to the entry of any judgment in
      respect thereof, unless such settlement, compromise or consent includes, as
      an
      unconditional term thereof, the giving by the claimant to the party seeking
      indemnification of an unconditional release from all liability in respect of
      such claim.

     


    
      
         

        
        

      

      
        6

        
          

        

      

      
        
        

      

    


     

    (d)
      The
      indemnification provided by this Section 10 shall not be deemed exclusive of,
      or
      to preclude, any other rights to which those seeking indemnification may at
      any
      time be entitled under the Company's Articles of Incorporation, Bylaws, any
      law,
      agreement or vote of shareholders or disinterested Directors, or otherwise,
      or
      under any policy or policies of insurance purchased and maintained by the
      Company on behalf of Consultant, both as to action in his Employment and as
      to
      action in any other capacity.

    


    (e)
      Neither Termination nor completion of the Employment shall effect these
      indemnification provisions which shall then remain operative and in full force
      and effect.

    


    
      	 	
              11.

            	
              Termination

            


    

    


    This
      Agreement and the consulting relationship created hereby will terminate (i)
      upon
      the disability or death of Consultant under Section 11 (a) or 11(b); (ii) with
      cause under Section 11 (c); (iii) for good reason under Section 11 (d); (iv)
      or
      without cause under Section 11(e).

    


    
      	 	
                 
                (a)

            	
              Disability.
                Company
                shall have the right to terminate the employment of Consultant under
                this
                Agreement for disability in the event Consultant suffers an injury,
                illness, or incapacity of such character as to substantially disable
                him
                from performing his duties without reasonable accommodation by Consultant
                hereunder for a period of more than sixty (60) consecutive days upon
                Company giving at least thirty (30) days written notice of termination.
                

            


    

    


    
      	 	
                 
                (b)

            	
              Death.
                This
                agreement will terminate on the Death of the
                Consultant.

            


    

    


    
      	 	
                 
                (c)

            	
              With
                Cause.
                Company may terminate this Agreement at any time because of, (i)
                the
                conviction of Consultant of an act or acts constituting a felony
                involving
                moral turpitude, dishonesty or theft or fraud; or (ii) Consultant’s gross
                negligence in the performance of his duties
                hereunder.

            


    

    


    
      	 	
                 
                (d)

            	
              Good
                Reason.
                The Consultant may terminate his employment for “Good Reason” by giving
                Company ten (10) days written notice
                if:

            


    

    


    
      	 	
              (i)

            	
              he
                is assigned, without his express written consent, any duties materially
                inconsistent with his positions, duties, responsibilities, or status
                with
                Company as of the date hereof, or a change in his reporting
                responsibilities or titles as in effect as of the date
                hereof;

            


    

     

    
      	 	(ii) 	his compensation is reduced;
              or


      	 	 	 


      	 	
              (iii)

            	
              Company
                does not pay any material amount of compensation due hereunder and
                then
                fails either to pay such amount within the ten (10) day notice period
                required for termination hereunder or to contest in good faith such
                notice. 

            


    

    


    
      	
            	    
              (e)	
              Without
                Cause.
                Company
                may terminate this Agreement without
                cause.

            


    

    



    
      
         

        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
 

    12.
      Obligations of Company Upon Termination.

    


    (a)
      In
      the event of the termination of Consultant’s employment pursuant to Section 11
      (a), (b) or (c), Consultant will be entitled only to the compensation earned
      by
      him hereunder as of the date of such termination (plus life insurance or
      disability benefits).

    


    (b)
      In
      the event of the termination of any
      position
      to which Consultant is employed pursuant to this Agreement, which shall include
      his termination from the position of Chief Executive Officer, President,
      Secretary and/or Chairman of the Board of Directors, pursuant to Section 11
      (d)
      or (e), Consultant will be entitled to receive as severance pay, an amount
      equal
      to $250,000 in addition to any and all of the unpaid payments of salary
      Consultant would have been owed had Consultant’s employment continued through
      the end of the Consulting Period, in one lump sum. In addition to the severance
      pay, the Options shall immediately vest following the termination of the
      Consultant’s employment pursuant to Section 11 (d) or (e).

    


    13.
      Other
      Provisions. 

    


    (a)
      All
      notices and statements with respect to this Agreement must be in writing.
      Notices to the Company shall be delivered to the Chairman of the Board or any
      vice president of the Company. Notices to Consultant may be delivered to
      Consultant in person or sent to Consultant’s then-current mailing address as
      indicated in the Company’s records.

    


    (b)
      This
      Agreement sets forth the entire agreement of the parties concerning the subjects
      covered herein; there are no promises, understandings, representations, or
      warranties of any kind concerning those subjects except as expressly set forth
      in this Agreement.

    


    (c)
      Any
      modification of this Agreement must be in writing and signed by all parties;
      any
      attempt to modify this Agreement, orally or in writing, not executed by all
      parties will be void. 

    


    (d)
      If
      any provision of this Agreement, or its application to anyone or under any
      circumstances, is adjudicated to be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability will not affect any other
      provision or application of this Agreement which can be given effect without
      the
      invalid or unenforceable provision or application and will not invalidate or
      render unenforceable such provision or application in any other
      jurisdiction.

    


    (e)
      This
      Agreement will be governed and interpreted under the laws of the United States
      of America and the laws of the State of Illinois as applied to contracts made
      and carried out in Illinois by residents of Illinois.

    


    (f)
      No
      failure on the part of any party to enforce any provisions of this Agreement
      will act as a waiver of the right to enforce that provision.

    


    (g)
      Section headings are for convenience only and shall not define or limit the
      provisions of this Agreement.

    


    (h)
      This
      Agreement may be executed in several counterparts, each of which is an original.
      It shall not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other counterparts. A copy of this
      Agreement signed by one party and faxed to another party shall be deemed to
      have
      been executed and delivered by the signing party as though an original. A
      photocopy of this Agreement shall be effective as an original for all
      purposes.

    


    


    


    [Remainder
      of page left intentionally blank. Signature page follows.]

     


    
      
         

        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    14.
      Summary of Terms of Employment 

     

     

    
      	Effective Date	
              August 1, 2006, for Consultant’s services as Chief
                Executive Officer, President, Secretary of the Company and February
                23,
                2007 for his services as Chairman of the Company’s Board of
                Directors

               

            
	Term &
              Commitment 	
              Sixty
                months from the original August 1, 2006 Effective Date (August 1,
                2011),
                full-time, renewable

               

            
	Office / Position 	
              Chief Executive Officer, President, Secretary,
                and
                Chairman of the Company’s Board of Directors

               

            
	
              Salary

            	$200,000 per
              year


    

    


     

    This
      Agreement contains provisions requiring binding arbitration of disputes. By
      signing this Agreement, Consultant acknowledges that he (i) has read and
      understood the entire Agreement; (ii) has received a copy of it (iii) has had
      the opportunity to ask questions and consult counsel or other advisors about
      its
      terms; and (iv) agrees to be bound by it.

    


    Executed
      to be effective as of the Effective Date.

     

     

    
      	XA,
              Inc.	CONSULTANT:
	
               

               

              /s/ Jean
                Wilson                                   
                

              JEAN
                WILSON

              Chief
                Operating Officer

            	
               

              /s/ Joseph
                Wagner                              
                

              JOSEPH
                WAGNER

            


    

    


     

     

     

    
      
        
        

      

      
        9