First Amendment to 11% Senior Secured Convertible Promissory Note with the
      Sands Brothers Purchasers

Exhibit
    10.31

     

    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 June ___, 2007 (the “Effective
      Date”),
      by
      and between XA,
      Inc.,
      a
      Nevada corporation (“XA”)
      and
Sands
      Brothers Venture Capital LLC,
      Sands
      Brothers Venture Capital II LLC,
      Sands
      Brothers Venture Capital III LLC,
      Sands
      Brothers Venture Capital IV LLC,
      and
Katie
      & Adam Bridge Partners, L.P. (each
      a
“Purchaser”
and
      collectively the “Purchasers”),
      each
      individually a “Party”
and
      collectively the “Parties.”

    


    W I T N E S S E T H:

    


    WHEREAS,
      pursuant to Securities Purchase Agreements entered into with the Purchasers
      on
      August 8, 2006 (the “Prior
      Purchase Agreements”),
      XA
      sold each of the Purchasers a fifteen month 11% Senior Secured Convertible
      Promissory Note (the “Prior Notes”),
      which
      in aggregate totaled $1,250,000 in Prior Notes;

    


    WHEREAS,
      XA
      recently sold an additional $200,000 in twelve month 11% Senior Secured
      Convertible Promissory Notes on substantially similar terms as the Prior Notes
      to the Purchasers (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 Purchasers 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 22, 2008 (the “Amendment”).
      The
      Parties further agree that any mention to the term Maturity Date in the Prior
      Notes shall hereafter refer to June 22, 2008. 

    


    The
      Purchasers confirm that they 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

        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

        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

    


    


    Purchasers:

     

    
      	
              Sands
                Brothers Venture Capital LLC 

            	
              Sands
                Brothers Venture Capital II LLC

            
	
               

              By:Scott
                Baily                                         
                

            	
              By:Scott
                Baily                                         
                

            
	
               

              Its:COO                                                   
                

               

            	
               

              
                Its:COO                                                   
                  

              

            
	
              Printed
                Name: Scott
                Baily                   
                

            	
              
                Printed
                  Name:Scott
                  Baily                   
                  

              

               

               

            
	
              Sands
                Brothers Venture Capital III LLC

               

            	
              Sands
                Brothers Venture Capital II LLC

            
	
              
                By:Scott
                  Baily                                         
                  

                 

              

            	
              
                By:Scott
                  Baily                                         
                  

              

            
	
              
                Its:COO                                                   
                  

                 

              

              
                Printed
                  Name:Scott
                  Baily                   
                  

              

            	
              
                Its:COO                                                   
                  

                 

              

              
                Printed
                  Name:Scott
                  Baily                   
                  

              

            
	
               

               

            	
               

               

            
	
              Katie
                & Adam Bridge Partners, L.P.

            	 
	
               

              
                By:Scott
                  Baily                                         
                  

                 

              

            	 
	
              
                Its:COO                                                   
                  

                 

              

            	 
	
              
                Printed
                  Name:Scott
                  Baily                   
                  

              

            	 


    

    


    
      
        
        

      

      
        
        

        
          

          First
            Amendment to the 

          11%
            Senior Secured Convertible Promissory Notes

          Page 3 of 
            3