Exhibit 10.12
AGREEMENT
This Agreement dated January , 2005 to be effective as of January 1, 2005
--
("Agreement") is by and between ▇▇▇▇▇ ▇. ▇▇▇▇, Attorney at Law, ("Attorney") an
individual and XA, Inc., a Nevada corporation ("XA").
W I T N E S S E T H:
--------------------
WHEREAS, XA desires for Attorney to serve as its General Counsel and be
responsible for corporate/securities matters for XA;
WHEREAS, Attorney desires to serve as General Counsel for XA and be
responsible for corporate/securities matters;
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, the parties hereto agree as
follows:
1. Corporate/Securities Work.
---------------------------
The "Corporate/Securities Work," to be completed by Attorney under this
Agreement shall encumber the preparation and/or review of Schedule 13Ds,
Form 3s, Form 4s, Schedule ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ 14Cs, Form 10-Qs,
Form 10-Ks and Form 8-Ks filed with the SEC. It will include the
preparation of any registration statements, responding to any comments from
the SEC, negotiating various agreements, reviewing press releases and all
corporate/securities matters that Attorney has knowledge and expertise
with. "Corporate/Securities Work," shall include all normal corporate and
securities work performed by a general counsel of a company. Blue Sky
matters will not fall within Corporate/Securities Work.
2. Payment For Corporate/Securities Work.
----------------------------------------
In consideration for Corporate/Securities Work completed by Attorney, XA
agrees to pay Attorney $8,250 per month, reimburse Attorney for out of
pocket expenses, and issue 65,000 shares of S-8 registered common stock,
which XA agrees to register with the SEC within 30 days of the date of this
agreement. The services provided by Attorney in consideration for the
shares will not be rendered in connection with the offer or sale of
securities in a capital-raising transaction, and will not directly or
indirectly promote or maintain a market for XA's securities.
3. Term of Agreement.
--------------------
This Agreement shall be in effect until December 31, 2005.
4. Miscellaneous
-------------
(a) Assignment. All of the terms, provisions and conditions of this
----------
Agreement shall be binding upon and shall inure to the benefit of and be
enforceable by the parties hereto and their respective successors and permitted
assigns.
(b) Applicable Law. This Agreement shall be construed in
---------------
accordance with and governed by the laws of the State of Texas, excluding any
provision which would require the use of the laws of any other jurisdiction.
(c) Entire Agreement, Amendments and Waivers. This Agreement
--------------------------------------------
constitutes the entire agreement of the parties hereto and expressly supersedes
all prior and contemporaneous understandings and commitments, whether written or
oral, with respect to the subject matter hereof. No variations, modifications,
changes or extensions of this Agreement or any other terms hereof shall be
binding upon any party hereto unless set forth in a document duly executed by
such party or an authorized agent or such party.
(d) Indemnification. XA hereby undertakes and agrees to indemnify
---------------
Attorney and save it harmless from and against any claims, actions or suits
which may be made or instituted against Attorney, and from and against any and
all damages or losses suffered by Attorney by reason of or arising from the
breach of any obligation of XA under this Agreement, or any incorrectness in, or
breach of, any covenant, representation or warranty made by XA in this
Agreement, including, but not limited to reasons relating to XA's disclosures
and accuracy of information in the public markets. XA agrees to run all press
releases by Attorney.
(e) Faxed Copies. For purposes of this Agreement, a faxed
-------------
signature shall constitute an original signature.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
▇▇▇▇▇ ▇. ▇▇▇▇, ATTORNEY AT LAW
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
XA, INC.
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------
ITS: President
----------------------
PRINTED NAME: ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------
