Exhibit 10.15



                                    XA, INC.

                              CONSULTING AGREEMENT

     CONSULTING  AGREEMENT, dated as of December 19, 2005 (this "Agreement"), by
and between XA, INC., a corporation organized and existing under the laws of the
State  of  Nevada  (the  "Company"),  and  CHRIS  SPENCER  (the  "Consultant")
(collectively  sometimes referred to as the "Parties" and individually sometimes
referred  to  as  a  "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 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;

     WHEREAS, the Consultant has been elected as a Director of the Company by
the Company's majority shareholders; and

     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 a
Director  of  the  Company ("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 on the date hereof (the "EFFECTIVE DATE") and
shall  continue  for  a  period of twelve (12) months, unless terminated earlier
pursuant  to  Section  11  herein.  This  Agreement  is renewable for successive
one-year  terms  at the mutual acceptance of each Party prior to the termination
of  this  Agreement.

     2.  Scope  of  Employment.

     (a)  During  the  Employment,  Consultant  will  serve as a Director of the
Company. 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.

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

     (a)  Company  shall  pay Consultant two thousand dollars ($2,000) per month
that  Consultant  is  employed  under  this  Agreement.  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) As additional consideration for signing this Agreement and for agreeing
to  abide and be bound by its terms, provisions and restriction, and in addition
to  all  other  benefits  described  in this Agreement, Consultant, his nominees
and/or  assigns,  shall  receive  Twenty  Five  Thousand  (25,000) shares of the
Company's  restricted  common  stock immediately upon the effective date of this
Agreement  and  Twenty-Five  Thousand (25,000) restricted shares of common stock
(the  "Shares")  on each of the following dates (corresponding to the end of the
Company's fiscal quarters), if Consultant is still employed under this Agreement
on  such  dates:

          25,000  Shares  on  March  31,  2006;
          25,000  Shares  on  June  30,  2006;  and
          25,000  Shares  on  September  30,  2006.

     (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 participate in any incentive program or
discretionary  bonus  program  of  the  Company  which may be implemented in the
future  by  the  Board  of  Directors.

     (e)  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.

     (f) 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.

     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.

<PAGE>

     (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.

     (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

<PAGE>

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

     (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 the State of Illinois
(the  "Territory");  provided,  however

<PAGE>

     (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 but who
shall  have at least five years' experience in working in or with event planning
companies.  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.

     (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.

<PAGE>

     (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.

     (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

<PAGE>

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)  with  Consultant's failure to be re-elected as a Director of the
Company  or  removal  as  a  Director  of the Company under Section 11(e); or by
mutual  agreement  of  the  Parties  under  Section  11  (f).

     (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 thirty (30) 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. Further, if such contest is
               not  resolved  within thirty (30) days, Company shall submit such
               dispute  to  arbitration  under  Section  9.

     (e)  Failure  to  be  re-elected  or  removal  by  shareholders.  If  at
          anytime  that  this  Agreement  is  in  effect,  the  Company's voting
          shareholders  vote  to remove Consultant from his position as Director
          of  the  Company  and/or  if  the Company has any vote to re-elect its
          Directors  and  Consultant  is  not  re-elected  as  a Director of the
          Company  by the Company's voting shareholders, Consultant's employment
          hereunder  this  Agreement  shall  be  terminated.

<PAGE>

     (f)  By Mutual  Agreement  of  the  Parties.  The  Agreement  may  be
          terminated  by  mutual  agreement  of  the  Parties.

     12. Obligations  of  Company  Upon  Termination.

     (a)  In the event of the termination of Consultant's employment pursuant to
Section  11 (a), (b), (c), (d), (e), or (f), Consultant will be entitled only to
the  compensation  earned  by  him hereunder as of the date of such termination,
including  stock  that  has  been earned as of such date (plus life insurance or
disability  benefits,  if  applicable).

     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.]

<PAGE>

     14.  Summary  of  Terms  of  Employment

          Effective  Date                    December  19,  2005

          Term  &  Commitment                Twelve-Months, renewable

          Position                           Director

          Salary                             $2,000  per  month

     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/ Joseph Wagner                           /s/ Chris Spencer
--------------------------                  --------------------------
JOESPH  WAGNER                              CHRIS  SPENCER
Chief  Executive  Officer

<PAGE>