Exhibit 10.1



                           WAIVER OF RIGHTS AGREEMENT

     This  Waiver of Rights Agreement (the "AGREEMENT") is made and entered into
                                            ---------
as of July 17, 2006, to be effective as of June 30, 2006 (the "EFFECTIVE DATE"),
                                                               --------------
by  and  between  XA,  INC.,  a  Nevada  corporation  ("XA")  and  ALPHA CAPITAL
                                                        --
AKTIENGESELLSCHAFT,  STONESTREET  LIMITED PARTNERSHIP, WHALEHAVEN FUNDS LIMITED,
GREENWICH GROWTH FUND LIMITED and GENESIS MICROCAP INC. (the "PURCHASERS"), each
individually  a  "PARTY"  and  collectively  the  "PARTIES."
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                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  pursuant  to  a  Subscription  Agreement  entered  into  with the
Purchasers  on  June  30,  2004  (the  "SUBSCRIPTION  AGREEMENT"),  XA  sold the
                                       -------------------------
Purchasers  an aggregate of $2,500,000 in two tranches of Convertible Promissory
Notes  (the  "NOTES"  or the "PURCHASER NOTES"), with an aggregate of $1,250,000
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sold  on  June 30, 2004, which amount  was due and payable on June 30, 2006, but
has  since been reduced to $1,020,000, due to the conversion of a portion of the
Notes  into  shares  of  XA's common stock (not including any accrued and unpaid
interest,  the "FIRST TRANCHE") and an aggregate of $1,250,000 sold on September
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13,  2004, which amount was due and payable on September 13, 2006, but has since
been reduced to $1,012,500, due to the conversion of a portion of the Notes into
shares  of XA's common stock (not including any accrued and unpaid interest, the
"SECOND  TRANCHE")  as  well as 5,000,000 Class A Warrants to purchase shares of
 ---------------
XA's  common  stock  (the  "PURCHASER  WARRANTS");
                            -------------------

     WHEREAS,  XA failed to repay the amount owed under the First Tranche of the
Notes  to  the  Purchasers  on  June  30,  2006  (the  "DEFAULT");
                                                        -------

     WHEREAS,  the  Purchasers provided XA notice of XA's Default and Purchasers
intend  to  make the Second Tranche immediately due and payable on or about July
11,  2006  (the  "ACCELERATION");  and
                  ------------

     WHEREAS,  XA  has  obtained  a  non-binding  term  sheet (the "TERM SHEET,"
                                                                    ----------
attached  to  this  Agreement  as  EXHIBIT A) from a third-party which provides,
                                   ---------
among  other  items,  that  it will provide XA with $1,250,000 in funding in the
form  of a Senior Secured Promissory Note (the "FUNDING NOTE") and Warrants (the
                                                ------------
"FUNDING  WARRANTS,"  and  collectively  with  the Funding Note, the "FUNDING").
 -----------------                                                    -------

     NOW,  THEREFORE,  in  consideration  for the promises and pledges contained
below  and other good and valuable consideration, which consideration XA and the
Purchasers  acknowledge  receipt  of, and the premises and the mutual covenants,
agreements,  and  considerations  herein  contained, the Parties hereto agree as
follows:

     1.   PAYMENT  BY  XA  OF  THE  FIRST  TRANCHE.
          -----------------------------------------

          XA  agrees  to  repay  the  Purchasers  the  full amount due under the
          First  Tranche, including any accrued and unpaid interest at such time
          as XA receives the Funding pursuant to the Term Sheet (the "PAYMENT").
                                                                      -------

          XA  agrees  that  the  Payment  will  be  made to the Purchasers on or
          prior  to  July  27,  2006  (the  "PAYMENT  DATE").
                                             -------------

<PAGE>

     2.   PURCHASER'S  WAIVER  OF  THE  DEFAULT,  THE  RESET  AND  ANTI-DILUTION
          ----------------------------------------------------------------------
          RIGHTS  OF  THE  NOTES, PURCHASER WARRANTS AND SUBSCRIPTION AGREEMENT.
          ----------------------------------------------------------------------

          In  connection  with  XA's  entry  into the Term Sheet, and the timely
          making  of the Payment on or prior to the Payment Date (as provided in
          (1)  above),  the  Purchasers  agree  to:

          a)   Waive the  Default;

          b)   Waive the  Favored  Nations  Provision,  Section  12(c)  of  the
               Subscription  Agreement;  Section  3.4 of the Purchaser Warrants;
               Section  2.1(c)D  of  the  Purchaser  Notes; as well as any other
               reset,  anti-dilution  or  re-pricing  rights in connection with:

                    i)   the Funding;  and

                    ii)  certain  other  securities  issuable  by  XA,  which
               securities are described in greater detail on the Term Sheet; and

          c)   Waive the  Redemption  provisions  of  the  Subscription
               Agreement  (Section  7.7)  and the Purchaser Notes (Section 4.8),
               and  to  allow  the  prepayment of the outstanding balance of the
               Second  Tranche  at any time prior to September 13, 2006, without
               penalty.

          Collectively  a),  b)  and  c)  above  are referred to as the "FUNDING
          WAIVER."                                                       -------
          -------

     3.   PURCHASER'S  WAIVER  OF  THE  DEFAULT  AND  THE  ACCELERATION.
          --------------------------------------------------------------

          The  Purchasers  agree  to  waive  the  Acceleration  and  contingent
          upon  XA's  timely  making  of the First Tranche payment agree that XA
          shall  have  until  September  13,  2006, the original due date of the
          Second  Tranche,  to repay the Second Tranche; provided, however, that
                                                         --------  -------
          in the event that XA fails to make the required Payment on or prior to
          the  Payment  Date  or the Second Tranche on or prior to September 13,
          2006:

          a)   The Funding  Waiver  shall  be  automatically  and  retroactively
               revoked;  and

          b)   All of  the  Purchasers'  rights  and  remedies  under  the
               Subscription  Agreement,  Purchaser  Notes and Purchaser Warrants
               will  automatically  be  restored, other than those rights waived
               pursuant  to  the December 29, 2004, Waiver Agreement between the
               Parties;  and

          c)   Any Notices  of  Default  previously  delivered  to  the  Company
               shall  be reinstated as of the date originally given, without the
               requirement  of further notices relative to the subject matter of
               the  notices  previously  given.

<PAGE>

     4.   MISCELLANEOUS.
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          (a)  Assignment.  All  of  the  terms,  provisions  and  conditions of
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               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
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               accordance  with  and  governed  by  the laws of the State of New
               York,  excluding  any  provision  of  this  Agreement 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)  Waiver.  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.

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

          (f)  Effect  of  Facsimile  and  Photocopied  Signatures.  This
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               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.]

<PAGE>

     This Agreement has been executed by the Parties on the date first written
above, with an Effective Date as provided above.


XA, INC.
--------


/s/ Joseph Wagner
-----------------------
JOSEPH WAGNER
CHIEF EXECUTIVE OFFICER


                                   PURCHASERS:
                                   -----------


ALPHA CAPITAL AKTIENGESELLSCHAFT      STONESTREET LIMITED PARTNERSHIP
--------------------------------      -------------------------------


BY: /s/ Konrad Ackerman               BY: /s/ Michael Finkelstein
   ----------------------------          ------------------------------
ITS:                                  ITS: President
   ----------------------------           -----------------------------
PRINTED NAME: Konrad Ackerman         PRINTED NAME: Michael Finkelstein
             ------------------                    --------------------

WHALEHAVEN FUNDS LIMITED              GREENWICH GROWTH FUND LIMITED
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BY: /s/ Evan Schemanauer              BY: /s/ Derek Wood
   ---------------------                  --------------------------
ITS: CFO                              ITS: Director
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PRINTED NAME: Evan Schemanauer        PRINTED NAME: Derek Wood
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GENESIS MICROCAP INC.
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BY: /s/ Wilhelm Unger
    -----------------------
ITS: Director
     ----------------------
PRINTED NAME: Wilhelm Unger
             ---------------------

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