First Amendment to 11% Senior Secured Convertible Promissory Note with Vision
      Master Fund, Ltd.

Exhibit
    10.32
    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 29, 2007 (the “Effective
      Date”),
      by
      and between XA,
      Inc.,
      a
      Nevada corporation (“XA”)
      and
Vision
      Opportunity Master Fund, Ltd. (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 October 23, 2006 (the “Prior
      Purchase Agreement”),
      XA
      sold the Purchaser a fifteen month 11% Senior Secured Convertible Promissory
      Note (the “Prior Notes”),
      in
      the amount of $1,250,000;

    


    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 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 29, 2008 (the “Amendment”).
      The
      Parties further agree that any mention to the term Maturity Date in the Prior
      Notes shall hereafter refer to June 29, 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 

          Vision
            Opportunity Master Fund, Ltd. 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 

          Vision
            Opportunity Master Fund, Ltd. 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:

    


    Vision
      Opportunity Master Fund, Ltd.    

    


     

    By:
      /s/ Adam Benowitz

     

    Its:
      Portfolio Mgr.

     

    Printed
      Name: Adam Benowitz      

     

    _______________________     

     

     

     

    
      
        
          First
            Amendment to the 

          11%
            Senior Secured Convertible Promissory Notes 

          Vision
            Opportunity Master Fund, Ltd. and XA, Inc.

        

        
        

      

      
        Page
          3 of 3