First Amendment to 11% Senior Secured Convertible Promissory Note with G. Chris
      Andersen


    Exhibit
      10.34

     

    

      FIRST
        AMENDMENT TO THE

      11%
        SENIOR SECURED PROMISSORY NOTES

      


      This
        First Amendment to The 11% Senior Secured Promissory Notes (this “Agreement”)
        is
        made and entered into as of July 3, 2007 (the “Effective
        Date”),
        by
        and between XA,
        Inc.,
        a
        Nevada corporation (“XA”)
        and
G.
        Chris Andersen, an
        individual (the
        “Purchaser”),
        each
        individually a “Party”
and
        collectively the “Parties.”

      


      W I T N E S S E T H:

      


      WHEREAS,
        pursuant to a Securities Purchase Agreement entered into with the Purchaser
        on
        or about September 26, 2006, which was later amended and replaced by a
        Securities Purchase Agreement dated on or around October 26, 2006, to be
        effective as of September 26, 2006 (the “Prior
        Purchase Agreement”),
        XA
        sold the Purchaser a fifteen month 11% Senior Secured Convertible Promissory
        Note, which was later amended and replaced by a fifteen month 11% Senior
        Secured
        Convertible Promissory Note, dated on or around October 26, 2006, to be
        effective as of September 26, 2006 (the “Prior Notes”),
        in
        the amount of $100,000;

      


      WHEREAS,
        XA
        recently sold an additional $25,000 in twelve month 11% Senior Secured
        Convertible Promissory Notes on substantially similar terms as the Prior
        Notes
        to the Purchaser (other than the maturity date thereof and other revisions
        which
        were agreed by the Parties)(the “Follow
        On Notes”),
        in
        connection with the sale of an aggregate of $450,000 in additional notes
        (the
“Follow
        On Funding”);
        and

      


      WHEREAS,
        a
        negotiated term and provision of the Follow On Funding was the amendment
        of the
        maturity date of the Prior Notes to be equal to the maturity date of the
        Follow
        On Notes.

      


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

      


      
        	
                1.

              	
                AMENDMENT
                  TO MATURITY DATE OF THE PRIOR NOTES.

              
	 	 
	 	
                XA
                  and the Purchaser each individually agree to amend and replace
                  the
                  definition of “Maturity Date” as defined in the introductory paragraph of
                  the Prior Notes to which they are a party, to June 11, 2008 (the
                  “Amendment”).
                  The Parties further agree that any mention to the term Maturity
                  Date in
                  the Prior Notes shall hereafter refer to June 11, 2008.


              
	 	 
	 	
                The
                  Purchaser confirms that it received valid consideration from the
                  sale of
                  the Follow On Notes and that the Amendment was a required term
                  of such
                  Follow On Funding.

              
	 	 
	 	
                XA
                  confirms that it will receive valid consideration from the
                  Amendment.

              


      

      



      
        
          


          First
            Amendment to the 

          11%
            Senior Secured Convertible Promissory Notes

          G.
            Chris
            Andersen and XA, Inc.

          Page
            1
of 
            3

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                2.
                  

              	
                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 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 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.]


      
        
          


          First
            Amendment to the 

          11%
            Senior Secured Convertible Promissory Notes

          G.
            Chris
            Andersen and XA, Inc.

          Page
            2
of
            3

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


        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

      


      


      


      PURCHASER:

      


      


      


      /s/
        G.
        Chris
        Andersen                        


      G.
        Chris Andersen

       

       

       

       

      
        
          
          

        

        
          
            First
              Amendment to the 

            11%
              Senior Secured Convertible Promissory Notes

            G.
              Chris
              Andersen and XA, Inc.

            Page
              3
of
              3