Exhibit 10.12

                                    AGREEMENT

     This Agreement dated January   , 2005 to be effective as of January 1, 2005
                                  --
("Agreement")  is by and between David M. Loev, 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 13Gs, Schedule 14As, 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.

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4.   Miscellaneous
     -------------

     (a)     Assignment.  All  of  the  terms, provisions and conditions of this
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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
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signature  shall  constitute  an  original  signature.

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IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  written  above.

                         DAVID  M.  LOEV,  ATTORNEY  AT  LAW
                         /s/ David M. Loev
                         -----------------------------------

     XA,  INC.

     BY: /s/ Joseph Wagner
         -----------------------

     ITS:  President
          ----------------------

     PRINTED  NAME: Joseph Wagner
                    ---------------------

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