Exhibit 10.4



                          REGISTRATION RIGHTS AGREEMENT


     This  Registration  Rights Agreement (this "AGREEMENT") is made and entered
                                                 ---------
into  as  of October 26, 2006, to be effective as of September 26, 2006, and to
replace  and  supersede  the previous Registration Rights Agreement entered into
between  the  parties  on  September  26,  2006, by and among XA, Inc., a Nevada
corporation  (the "COMPANY") and each Holder of the Notes and Warrants issued by
                   -------
the  Company  pursuant  to a Securities Purchase Agreement, dated as of the date
hereof,  by  and  between  each  Investor  and  the  Company  (the  "SPA").
                                                                     ----

     The  Underlying  Shares  shall  have  the  registration rights as set forth
herein.

     The  Company  and  the  Investor  hereby  agree  as  follows:

     1.  DEFINITIONS.  Capitalized  terms  used and not otherwise defined herein
that are defined in the SPA shall have the meanings given such terms in the SPA.
As  used  in  this  Agreement,  the  following  terms  shall  have the following
meanings:


     "CLOSING  DATE"  means  the  date  of  the  closing  of  the  Financing.
      -------------

     "COMMISSION"  means  the  United States Securities and Exchange Commission.
      ----------

     "COMMON STOCK" means the Company's common stock par value $0.001 per share.
      ------------

     "CONVERSION  SHARES"  means  all  shares  of  Common  Stock  issuable  upon
      ------------------
conversion  of  the  Notes.


     "DEMAND  EFFECTIVENESS  DATE"  shall  have the meaning set forth in Section
      ---------------------------                                        -------
2(b).
----

     "DEMAND  FILING  DATE"  shall  have  the meaning set forth in Section 2(b).
      --------------------                                         -----------

     "DEMAND  NOTICE"  shall  have  the  meaning  set  forth  in  Section  2(b).
      --------------                                              ------------

     "DEMAND REGISTRATION STATEMENT" shall have the meaning set forth in Section
2(b).


     "EFFECTIVENESS PERIOD" shall mean from the date hereof until the earlier to
      --------------------
occur  of  the  date  when  all Registrable Securities covered by a Registration
Statement  either  (a) have been sold pursuant to a Registration Statement or an
exemption  from  the  registration  requirements  of the Securities Act, and (b)
pursuant  to  a  written  opinion of Company counsel acceptable to the Company's
transfer  agent  and  the legal counsel for the Holders, may be sold pursuant to
Rule  144(k).


     "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of 1934, as amended.
      -------------

     "HOLDER" or "HOLDERS" means the holder or holders, as the case may be, from
      ------      -------
time  to  time  of  Registrable  Securities  (including any permitted assignee).


     "INDEMNIFIED  PARTY"  shall  have  the  meaning  set forth in Section 5(c).
      ------------------                                           -----------

     "INDEMNIFYING  PARTY"  shall  have  the  meaning set forth in Section 5(c).
      -------------------                                          -----------

<PAGE>

     "INVESTOR"  shall mean each purchaser of Notes and Warrants pursuant to the
      --------
SPA.

     "INVESTORS"  shall  mean,  collectively,  each  Investor.
      ---------

     "LOSSES"  shall  have  the  meaning  set  forth  in  Section  5(a).
      ------                                              ------------

     "MANDATORY  EFFECTIVENESS  DATE"  means,  with  respect  to  the  Mandatory
      ------------------------------
Registration  Statement  required  to  be filed pursuant to Section 2(a) of this
                                                            -----------
Agreement.

     "MANDATORY  FILING  DATE" shall have the meaning set forth in Section 2(a).
      -----------------------                                      -----------

     "MANDATORY  REGISTRATION  DATE" shall have the meaning set forth in Section
      -----------------------------                                      -------
2(a).
----

     "MANDATORY  REGISTRATION  STATEMENT"  shall  have  the meaning set forth in
      ----------------------------------
Section  2(a).

     "NOTES"  means  the  11% Senior Secured Convertible Promissory Notes in the
      -----
aggregate  amount  of  $1,500,000  issued  to  certain  Investors  including the
Investor.

     "PERSON"  shall  mean  an  individual  or  corporation, partnership, trust,
      ------
incorporated  or  unincorporated  association,  joint venture, limited liability
company,  joint  stock company, government (or an agency or subdivision thereof)
or  other  entity  of  any  kind.

     "PRIOR  CLOSING"  shall  mean  the  August  8,  2006 closing of the sale of
      --------------
$1,250,000  in  11%  Senior Subordinated Secured Convertible Promissory Notes by
the  Company.

     "PRIOR  CLOSING  DATE"  shall  mean  August  8,  2006.
      --------------------

     "PRIVATE  OFFERING"  shall  mean  a  private  placement  of  the  Company's
      -----------------
securities  in  which  the  Company  receives  gross  proceeds  of  no less than
$3,000,000, and (ii) the effective purchase price of the Common Stock securities
sold  in  the Private Offering is $1.50 or more per share (subject to adjustment
for  stock  splits,  etc.)

     "PROCEEDING"  means  an  action,  claim,  suit, investigation or proceeding
      ----------
(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened.

     "PROSPECTUS"  means  the  prospectus included in the Registration Statement
      ----------
(including,  without  limitation,  a  prospectus  that  includes any information
previously  omitted from a prospectus filed as part of an effective registration
statement  in  reliance upon Rule 430A promulgated under the Securities Act), as
amended  or supplemented by any prospectus supplement, with respect to the terms
of  the  offering  of  any  portion  of the Conversion Registrable Securities or
Exchange  Registrable  Securities covered by the Registration Statement, and all
other  amendments  and  supplements  to the Prospectus, including post-effective
amendments,  and  all  material  incorporated  by  reference  or  deemed  to  be
incorporated  by  reference  in  such  Prospectus.

     "REGISTRABLE  SECURITIES"  means  (i)  the  Underlying Shares, and (ii) any
      -----------------------
shares  of  Common  Stock  issued  or issuable upon any stock split, dividend or
other  distribution, recapitalization, anti-dilution adjustment or similar event
with  respect to the foregoing or in connection with any provisions in the Notes
and/or  Warrants.

     "REGISTRATION  STATEMENT"  means  any registration statement required to be
      -----------------------
filed hereunder (which, at the Company's option, may be an existing registration
statement  of the Company previously filed with the Commission, but not declared

<PAGE>

effective),  including (in each case) the Prospectus, amendments and supplements
to  the  registration statement or Prospectus, including pre- and post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed  to  be  incorporated  by  reference  in  the  registration  statement.

     "RULE  144"  means  Rule  144 promulgated by the Commission pursuant to the
      ---------
Securities  Act,  as  such Rule may be amended from time to time, or any similar
rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  Rule.

     "RULE  415"  means  Rule  415 promulgated by the Commission pursuant to the
      ---------
Securities  Act,  as  such Rule may be amended from time to time, or any similar
Rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  Rule.

     "RULE  424"  means  Rule  424 promulgated by the Commission pursuant to the
      ---------
Securities  Act,  as  such Rule may be amended from time to time, or any similar
Rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  Rule.

     "SECURITIES  ACT"  means  the  Securities  Act  of  1933,  as  amended.
      ---------------

     "TRADING  DAY"  means  (a)  a  day on which the Common Stock is traded on a
      ------------
Trading  Market, or (b) if the Common Stock is not quoted on a Trading Market, a
day  on  which  the  Common  Stock  is  quoted in the over-the-counter market as
reported  by  the  National  Quotation  Bureau  Incorporated  (or  any  similar
organization  or  agency  succeeding  to  its  functions  of  reporting  price);
provided, that in the event that the Common Stock is not listed or quoted as set
forth  in  (a),  and  (b)  hereof,  then  Trading Day shall mean a Business Day;

     "TRADING  MARKET"  means  the  following  markets or exchanges on which the
      ---------------
Common  Stock  is  listed or quoted for trading on the date in question: the OTC
Bulletin  Board,  the  American Stock Exchange, the New York Stock Exchange, the
Nasdaq  National  Market  or  the  Nasdaq  SmallCap  Market.

     "UNDERLYING  SHARES"  means  collectively,  all  Conversion  Shares and the
      ------------------
Detachable  Warrant  Shares.

     "WARRANT SHARES" means all shares of Common Stock issuable upon exercise of
      --------------
the  Warrants.

     "WARRANTS" means the Common Stock purchase warrants in the amount of 15,000
      --------
shares  issued  to  the  Investor.

<PAGE>

     2.  Registration.
         ------------

<PAGE>

          (a)  Mandatory  Registration.  Provided  that  a  closing of a Private
               ------------------------
     Offering  has  not  previously occurred, the Company shall, on the date six
     (6) months from the Prior Closing Date (the "MANDATORY REGISTRATION DATE"),
                                                  ---------------------------
     file  with  the  Commission  a  Registration  Statement  (the  "MANDATORY
                                                                     ---------
     REGISTRATION  STATEMENT"),  no  later  than  forty-five (45) days from such
     -----------------------
     Mandatory  Registration  Date  (the  "MANDATORY FILING DATE"), covering the
                                           ---------------------
     resale of all of the Registrable Securities for an offering to be made on a
     continuous basis pursuant to Rule 415. The Mandatory Registration Statement
     required  hereunder  shall be on Form S-1, Form SB-2 or Form S-3 (except if
     the  Company  is  not  then eligible to register for resale the Registrable
     Securities  on Form S-1, Form SB-2 or Form S-3, in which case the Mandatory
     Registration  Statement  shall be on another appropriate form in accordance
     herewith).  The  Mandatory  Registration Statement required hereunder shall
     contain  the Plan of Distribution, attached hereto as ANNEX A (which may be
                                                           -------
     modified  to  respond to comments, if any, received by the Commission). The
     Company  shall  cause  the  Mandatory  Registration  Statement  to  become
     effective,  no later than ninety (90) days after the Mandatory Filing Date,
     (the  "MANDATORY  EFFECTIVENESS  DATE")  and  remain  effective as provided
            ------------------------------
     herein.  The  Company  shall  use  its  best efforts to cause the Mandatory
     Registration  Statement  to  be declared effective under the Securities Act
     and shall use its best efforts to keep the Mandatory Registration Statement
     continuously  effective under the Securities Act until the earlier date (i)
     when  all  Registrable  Securities have been sold pursuant to the Mandatory
     Registration  Statement,  and (ii) two (2) years from the effective date of
     the  Mandatory Registration Statement provided all the Holders can sell all
     of  their  shares,  without  limitation,  pursuant  to  Rule  144(k) of the
     Securities  Act.

          (b)  Demand  Registration  Rights.  At any time commencing on the date
               ----------------------------
     nine  (9)  months  following  the Prior Closing Date, the Holders owning no
     less  than  50.1%  of  the  aggregate  principal  amount  of the Notes then
     outstanding shall have the one-time right, by written notice signed by such
     50.1%  of Holders, provided to the Company (the "DEMAND NOTICE"), to demand
                                                      -------------
     the  Company to register for resale all Registrable Securities under and in
     accordance  with  the  provisions  of the Securities Act by filing with the
     Commission  a  Registration  Statement  covering  the  resale of all of the
     Registrable  Securities  (the "DEMAND REGISTRATION STATEMENT"). Such Demand
                                    -----------------------------
     Registration  Statement  shall  be  (i)  filed  by  the  Company  with  the
     Commission  no later than forty-five (45) days after receipt by the Company
     of  the  Demand  Notice  (the  "DEMAND  FILING  DATE"),  and  (ii) declared
                                     --------------------
     effective by the Commission no later than ninety (90) days after the Demand
     Filing  Date  (the  "DEMAND  EFFECTIVENESS  DATE"). The Demand Registration
                          ---------------------------
     Statement  required  hereunder shall be on Form S-1 or Form SB-2 (except if
     the  Company  is  not  then eligible to register for resale the Registrable
     Securities  on Form S-1 or Form SB-2, in which case the Demand Registration
     Statement  shall  be  on another appropriate form). The Demand Registration
     Statement  required  hereunder  shall  contain  the  Plan  of Distribution,
     attached  hereto  as ANNEX A (which may be modified to respond to comments,
                          -------
     if  any,  received  by  the  Commission). The Company shall keep the Demand
     Registration  Statement  continuously  effective  under  the Securities Act
     until the earlier of (i) the date when all Registrable Securities have been
     sold  pursuant to the Demand Registration Statement, and (ii) two (2) years
     from the effective date of the Demand Registration Statement if the Holders
     can  sell  all of their shares, without limitation, pursuant to Rule 144(k)
     of  the  Securities  Act.

          (c)  Filing  Default  Damages.  If  a Demand Registration Statement or
               ------------------------
     Mandatory  Registration  Statement  (as the case may be) is not filed on or
     prior  to  the Demand Filing Date or Mandatory Filing Date (as the case may
     be),  then  the  Company shall pay to the Holders of the Underlying Shares,
     for  each  thirty  (30)  day  period  of  such failure and until the date a

<PAGE>

     Mandatory  Registration  Statement or Demand Registration Statement (as the
     case  may  be)  is  filed  and/or  the  Registrable  Securities may be sold
     pursuant  to Rule 144(k), as the case may be, an amount in cash, as partial
     liquidated  damages  and not as a penalty, equal to two (2%) percent of the
     aggregate  gross proceeds paid by the Holders for the Notes. If the Company
     fails  to  pay any partial liquidated damages pursuant to this Section 2(c)
                                                                    ------------
     in  full  within  five  (5) days of the date payable, the Company shall pay
     interest  thereon at a rate of 18% per annum (or such lesser maximum amount
     that  is  permitted  to be paid by applicable law) to the Holders, accruing
     daily  from  the  date  such  partial liquidated damages are due until such
     amounts,  plus  all  such  interest  thereon,  are  paid  in  full.

          (d)  Effectiveness,  Etc. Default Damages. If a Mandatory Registration
               -------------------
     Statement  or  Demand  Registration  Statement  (as the case may be) is not
     declared  effective  by  the  Commission  on  or  prior  to  the  Mandatory
     Effectiveness  Date  or the Demand Effectiveness Date (as the case may be),
     or  the  Commission declared any such Registration Statement effective, but
     the  Holders  of  Registrable  Securities  cannot  sell  such  Registrable
     Securities  thereunder, for any reason or no reason, then the Company shall
     pay  to  the Holder, for each thirty (30) day period until the Registration
     Statement  is  declared effective (or the Holders of Registrable Securities
     can  sell  thereunder,  as the case may be), an amount in cash equal to two
     (2%)  percent  of  the aggregate gross proceeds paid by the Holders for the
     Notes  in  the  Financing.

          (e) Piggyback Registrations Rights. If, at any time following the date
              ------------------------------
     hereof,  and  there is not an effective Registration Statement covering the
     Registrable  Securities and the Company shall determine to prepare and file
     with  the  Commission  a registration statement relating to an offering for
     its own account or the account of others under the Securities Act of any of
     its  equity  securities,  other  than  on  Form  S-4  or  Form S-8 (each as
     promulgated under the Securities Act) or their then equivalents relating to
     equity securities to be issued solely in connection with any acquisition of
     any  entity  or  business  or equity securities issuable in connection with
     stock  option  or other employee benefit plans, then the Company shall send
     to  each Holder a written notice of such determination at least twenty (20)
     days  prior  to  the  filing  of  any such registration statement and shall
     automatically  include  in  such  registration  statement  all  Registrable
     Securities;  provided,  however,  that  (i)  if,  at  any time after giving
                  --------   -------
     written  notice of is intention to register any securities and prior to the
     effective  date of the registration statement filed in connection with such
     registration,  the  Company  determines  for any reason not to proceed with
     such  registration,  the  Company  will  be  relieved  of its obligation to
     register  any  Registrable Securities in connection with such registration,
     and (ii) in case of a determination by the Company to delay registration of
     its  securities, the Company will be permitted to delay the registration of
     Registrable Securities for the same period as the delay in registering such
     other  securities.

     3.  Registration  Procedures. In connection with the Company's registration
         ------------------------
obligations  hereunder,  and  during  the  period  during  which  the Company is
required  or  elects  to  keep  a  registration  statement  effective  (the
"EFFECTIVENESS  PERIOD"),  the  Company  shall:
 ---------------------

          (a)  Not  less  than five (5) business days prior to the filing of the
     Registration  Statement  or  any  related  Prospectus  or  any amendment or
     supplement  thereto,  the  Company shall furnish to Holders, a draft of the
     Registration  Statement,  or  any  related  Prospectus  or any amendment or
     supplement  thereto.

<PAGE>

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
     including  post-effective amendments, to the Registration Statement and the
     Prospectus  used  in  connection  therewith as may be necessary to keep the
     Registration  Statement  continuously  effective  as  to  the  applicable
     Registrable Securities for the Effectiveness Period; (ii) cause the related
     Prospectus  to  be  amended  or  supplemented  by  any  required Prospectus
     supplement,  and as so supplemented or amended to be filed pursuant to Rule
     424;  and  (iii)  respond to any comments received from the Commission with
     respect  to  the  Registration  Statement  or  any  amendment  thereto.

          (c) Notify as promptly as reasonably possible, but no later than three
     (3)  business  days,  each Holder of Registrable Securities included in the
     Registration  Statement:  (i)  (A)  when  a  Prospectus  or  any Prospectus
     supplement  or  post-effective  amendment to the Registration Statement has
     been  filed,  provided  such  Holder has previously requested in writing to
     receive notice of such filing; (B) when the Commission notifies the Company
     whether there will be a "review" of the Registration Statement and whenever
     the  Commission comments in writing on the Registration Statement, provided
     such  Holder  has previously requested in writing to receive notice of such
     notification; and (C) when the Registration Statement or any post-effective
     amendment  has  become  effective; (ii) of any request by the Commission or
     any  other  Federal  or  state  governmental authority during the period of
     effectiveness  of  the Registration Statement for amendments or supplements
     to  the Registration Statement or Prospectus or for additional information;
     (iii)  of  the  issuance  by  the  Commission or any other federal or state
     governmental  authority  of  any stop order suspending the effectiveness of
     the  Registration  Statement  covering  any  or  all  of  the  Registrable
     Securities  or  the initiation of any Proceedings for that purpose; (iv) of
     the  receipt  by  the  Company  of  any  notification  with  respect to the
     suspension  of  the qualification or exemption from qualification of any of
     the  Registrable Securities for sale in any jurisdiction, or the initiation
     of  any Proceeding for such purpose; and (v) of the occurrence of any event
     or  passage  of  time  that  makes the financial statements included in the
     Registration  Statement  ineligible  for inclusion therein or any statement
     made  in  the  Registration  Statement  or  Prospectus  or  any  document
     incorporated  or  deemed  to be incorporated therein by reference untrue in
     any  material  respect  or  that requires any revisions to the Registration
     Statement,  Prospectus  or  other  documents  so  that,  in the case of the
     Registration  Statement  or the Prospectus, as the case may be, it will not
     contain  any  untrue  statement  of  a  material  fact or omit to state any
     material  fact  required  to  be  stated  therein  or necessary to make the
     statements  therein,  in  light  of the circumstances under which they were
     made,  not  misleading.

          (d)  Use  its  best  efforts  to avoid the issuance of, or, if issued,
     obtain  the withdrawal of (i) any order suspending the effectiveness of the
     Registration  Statement,  or  (ii)  any suspension of the qualification (or
     exemption from qualification) of any of the Registrable Securities for sale
     in  any  jurisdiction,  at  the  earliest  practicable  moment.

          (e)  Promptly  deliver to each Holder no later than three (3) business
     days  after  the  Effectiveness Date, without charge, two (2) copies of the
     Prospectus  or  Prospectuses  (including  each form of prospectus) and each
     amendment  or  supplement thereto (and, upon the request of the Holder such
     additional copies as such Persons may reasonably request in connection with
     resales  by  the  Holder  of  Registrable  Securities).  The Company hereby
     consents  to  the  use  of such Prospectus and each amendment or supplement
     thereto  by  the  Holder  in  connection  with the offering and sale of the
     Registrable  Securities  covered  by  such  Prospectus and any amendment or
     supplement  thereto,  except  after  the  giving  of any notice pursuant to
     Section  3(c).
     ------------

          (f) Prior to any resale of Registrable Securities by a Holder, use its
     best  efforts  to register or qualify or cooperate with the selling Holders
     in connection with the registration or qualification (or exemption from the
     registration  or  qualification)  of  such  Registrable  Securities for the
     resale  by  the  Holder  under  the  securities  or  Blue  Sky laws of such
     jurisdictions within the United States as any Holder reasonably requests in
     writing,  to  keep  such  registration  or  qualification  (or  exemption
     therefrom)  effective during the Effectiveness Period and to do any and all
     other acts or things reasonably necessary to enable the disposition in such
     jurisdictions  of  the  Registrable  Securities covered by the Registration
     Statement;  provided,  however,  that  the Company shall not be required to
     qualify  generally  to do business in any jurisdiction where it is not then
     so  qualified,  subject  the  Company  to  any  material  tax  in  any such
     jurisdiction  where  it is not then so subject or file a general consent to
     service  of  process  in  any  such  jurisdiction.

          (g)  Upon the occurrence of any event contemplated by Section 3(c)(v),
     as  promptly  as  reasonably  possible,  prepare a supplement or amendment,
     including  a  post-effective  amendment, to the Registration Statement or a
     supplement to the related Prospectus or any document incorporated or deemed
     to  be  incorporated  therein  by  reference,  and  file any other required
     document  so  that,  as  thereafter  delivered,  neither  the  Registration
     Statement  nor  such  Prospectus  will  contain  an  untrue  statement of a
     material  fact  or  omit  to  state  a  material fact required to be stated
     therein  or  necessary  to  make  the  statements  therein, in light of the
     circumstances  under which they were made, not misleading. (h) Use its best
     efforts  to  comply  with  all  applicable  rules  and  regulations  of the
     Commission  relating  to  the  registration  of  the Registrable Securities
     pursuant  to  the  Registration  Statement  or  otherwise.

          (i)  The  Company  agrees  that  the Selling Shareholder Questionnaire
     attached  hereto as EXHIBIT A, satisfies all of the information required to
                         ---------
     be  provided  by each Holder in connection with the Registration Statement.
     The  Company  shall  not  be  required  to include any Holder that does not
     complete,  date  and  execute  a  Selling  Shareholder  Questionnaire.

          (j)  The Company shall either (a) cause all the Registrable Securities
     covered  by  a  Registration  Statement  to  be  listed  on each securities
     exchange  on  which  securities  of  the same class or series issued by the
     Company  are  then  listed,  if  any,  if  the  listing of such Registrable
     Securities  is  then  permitted  under  the  rules of such exchange, or (b)
     secure  designation and quotation of all the Registrable Securities covered
     by  the  Registration Statement on the Nasdaq National Market or the Nasdaq
     SmallCap  Market,  or, (c) if the Company is unsuccessful in satisfying the
     preceding  clauses  (a)  or (b), the Company shall secure the inclusion for
     quotation  on  The American Stock Exchange, Inc. or if it is unable to, the
     NASD  Bulletin  Board for such Registrable Securities and, without limiting
     the  generality  of  the  foregoing, to arrange for at least two (2) market
     makers  to  register  with  the National Association of Securities Dealers,
     Inc.  ("NASD")  as  such  with  respect to such Registrable Securities. The
            ------
     Company  shall  pay all fees and expenses in connection with satisfying its
     obligation  under  this  Section  3(j).
                              ------------

          (k)  The  Company covenants that it shall file the reports required to
     be  filed by it under the Securities Act and the Exchange Act and the rules
     and  regulations  adopted  by the SEC thereunder so long as the Holder owns
     any  Registrable  Securities,  but  in  no event longer than two (2) years;
     provided,  however, the Company may delay any such filing but only pursuant
     --------   -------
     to  Rule  12b-25  under  the  Exchange Act, and the Company shall take such

<PAGE>

     further  reasonable action as the Holder may reasonably request (including,
     without  limitation,  promptly  obtaining  any required legal opinions from
     Company  counsel  necessary  to  effect  the sale of Registrable Securities
     under  Rule  144 and paying the related fees and expenses of such counsel),
     all  to the extent required from time to time to enable such Holder to sell
     Registrable Securities without registration under the Securities Act within
     the  limitation  of  the  exemptions  provided  by  (a)  Rule 144 under the
     Securities  Act,  as such Rule may be amended from time to time, or (b) any
     similar  rule  or  regulation hereafter adopted by the Commission. Upon the
     request  of  any Holder of Registrable Securities, the Company will deliver
     to  such Holder a written statement as to whether it has complied with such
     requirements.

     4. Registration Expenses. All fees and expenses incident to the performance
        ---------------------
of  or  compliance  with  this  Agreement  by  the Company shall be borne by the
Company  whether  or  not  any  Registrable  Securities are sold pursuant to the
Registration  Statement,  other  than  fees and expenses of counsel or any other
advisor  retained  by  the Holders and discounts and commissions with respect to
the  sale  of  any  Registrable Securities by the Holders. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all
registration  and  filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with the Trading Market on which
the  Common  Stock  is  then  listed  for  trading,  and  (B) in compliance with
applicable  state  securities  or  Blue  Sky  laws),  (ii)  printing  expenses
(including,  without  limitation,  expenses  of  printing  certificates  for
Registrable  Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  reasonably  requested  by  the  holders  of  a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone  and delivery expenses, (iv) fees and disbursements of counsel for the
Company,  (v) Securities Act liability insurance, if the Company so desires such
insurance,  (vi)  fees  and  disbursements  in the amount of $20,000 for one (1)
counsel to the Purchasers who shall be Gusrae, Kaplan, Bruno & Nusbaum PLLC; and
(vii)  fees  and  expenses  of  all  other  Persons  retained  by the Company in
connection  with  the  consummation  of  the  transactions  contemplated by this
Agreement.

     5.  Indemnification
         ---------------

          (a) Indemnification by the Company. The Company shall, notwithstanding
              ------------------------------
     any  termination of this Agreement, indemnify and hold harmless the Holder,
     the  officers,  directors,  agents  and  employees  of  it, each Person who
     controls the Holder (within the meaning of Section 15 of the Securities Act
     or  Section 20 of the Exchange Act) and the officers, directors, agents and
     employees  of each such controlling Person, to the fullest extent permitted
     by  applicable  law,  from and against any and all losses, claims, damages,
     liabilities,  costs  (including,  without limitation, reasonable attorneys'
     fees)  and  expenses  (including  the  cost  (including without limitation,
     reasonable attorneys' fees) and expenses relating to an Indemnified Party's
     actions  to  enforce  the  provisions  of  this  Section  5) (collectively,
                                                      ----------
     "LOSSES"),  as  incurred,  to  the extent arising out of or relating to any
      ------
     untrue  or  alleged  untrue  statement  of a material fact contained in the
     Registration  Statement, any Prospectus or any form of prospectus or in any
     amendment  or  supplement  thereto  or  in  any  preliminary prospectus, or
     arising  out  of  or  relating  to  any  omission  or alleged omission of a
     material  fact  required  to  be  stated  therein  or necessary to make the
     statements  therein (in the case of any Prospectus or form of prospectus or
     supplement  thereto,  in  light  of the circumstances under which they were
     made)  not  misleading,  except to the extent, but only to the extent, that
     (1)  such  untrue statements or omissions are based solely upon information

<PAGE>

     regarding  such  Holder  furnished  (or  in  the  case  of an omission, not
     furnished)  in  writing  to  the  Company  by  or  on behalf of such Holder
     expressly  for  use therein, or to the extent that such information relates
     to  such  Holder  or  such  Holder's  proposed  method  of  distribution of
     Registrable  Securities  and was reviewed and expressly approved in writing
     by  such  Holder  expressly  for  use  in  the Registration Statement, such
     Prospectus  or  such  form  of Prospectus or in any amendment or supplement
     thereto  (it  being  understood that the Holder has approved Annex A hereto
     for this purpose), (2) in the case of an occurrence of an event of the type
     specified in Section 3(c)(ii)-(v), the use by such Holder of an outdated or
                  -------------------
     defective  Prospectus after the Company has notified such Holder in writing
     that  the  Prospectus  is outdated or defective and prior to the receipt by
     such  Holder of the Advice contemplated in Section 6(b), or (3) the failure
                                                -----------
     of  the Holder to deliver a prospectus prior to the confirmation of a sale.
     The Company shall notify the Holders promptly of the institution, threat or
     assertion  of  any  Proceeding  of which the Company is aware in connection
     with  the  transactions  contemplated  by  this  Agreement.

          (b)  Indemnification  by  Holder.  The Holder shall indemnify and hold
               ---------------------------
     harmless  the  Company, its directors, officers, agents and employees, each
     Person  who  controls  the Company (within the meaning of Section 15 of the
     Securities  Act  and  Section  20  of the Exchange Act), and the directors,
     officers,  agents  or employees of such controlling Persons, to the fullest
     extent  permitted  by  applicable  law,  from  and  against  all Losses, as
     incurred,  to  the  extent  arising  out of or based upon: (x) the Holder's
     failure  to  comply  with  the  prospectus  delivery  requirements  of  the
     Securities  Act or (y) any untrue or alleged untrue statement of a material
     fact  contained  in any Registration Statement, any Prospectus, or any form
     of  prospectus,  or  in  any  amendment  or  supplement  thereto  or in any
     preliminary  prospectus,  or  arising out of or relating to any omission or
     alleged  omission  of  a  material  fact  required  to be stated therein or
     necessary  to make the statements therein not misleading (i) to the extent,
     but only to the extent, that such untrue statement or omission is contained
     in  any  information  so  furnished  (or  in  the  case of an omission, not
     furnished)  in  writing  by  or  on  behalf  of  such Holder to the Company
     specifically for inclusion in the Registration Statement or such Prospectus
     or  (ii)  to  the  extent  that (1) such untrue statements or omissions are
     based  solely  upon  information regarding such Holder furnished (or in the
     case  of  an  omission,  not  furnished) in writing to the Company by or on
     behalf of such Holder expressly for use therein, or to the extent that such
     information  relates  to  such  Holder  or such Holder's proposed method of
     distribution  of  Registrable  Securities,  such Prospectus or such form of
     Prospectus or in any amendment or supplement thereto, or (2) in the case of
     an  occurrence  of  an event of the type specified in Section 3(c)(ii)-(v),
                                                           -------------------
     the  use  by  such  Holder of an outdated or defective Prospectus after the
     Company has notified such Holder in writing that the Prospectus is outdated
     or  defective  and  prior  to  the  receipt  by  such  Holder of the Advice
     contemplated in Section 6(b), or (3) the failure of the Holder to deliver a
                     -----------
     Prospectus  prior  to  the  confirmation  of  a sale. In no event shall the
     liability  of  any  selling  Holder hereunder be greater in amount than the
     dollar amount of the Subscription Amount paid by the Holder in the Purchase
     Agreement.

          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be
              --------------------------------------
     brought  or asserted against any Person entitled to indemnity hereunder (an
     "INDEMNIFIED  PARTY"),  such  Indemnified  Party  shall promptly notify the
      ------------------
     Person from whom indemnity is sought (the "INDEMNIFYING PARTY") in writing,
                                                ------------------
     and  the  Indemnifying  Party  shall  have  the right to assume the defense
     thereof, including the employment of counsel reasonably satisfactory to the
     Indemnified  Party  and  the  payment  of all fees and expenses incurred in
     connection  with  defense  thereof;  provided,  that  the  failure  of  any
                                          --------
     Indemnified  Party  to  give such notice shall not relieve the Indemnifying
     Party  of its obligations or liabilities pursuant to this Agreement, except
     (and only) to the extent that such failure shall have materially prejudiced
     the  Indemnifying  Party.

     An Indemnified Party shall have the right to employ separate counsel in any
such  Proceeding  and  to  participate  in the defense thereof, but the fees and
expenses  of  such  counsel shall be at the expense of such Indemnified Party or
Parties  unless:  (1)  the  Indemnifying Party has agreed in writing to pay such
fees  and  expenses;  (2)  the  Indemnifying Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory  to such Indemnified Party in any such Proceeding; or (3) the named
parties  to  any  such Proceeding (including any impleaded parties) include both
such  Indemnified  Party  and the Indemnifying Party, and such Indemnified Party
shall  have  been  advised  by  counsel that a conflict of interest is likely to
exist  if  the  same  counsel  were  to represent such Indemnified Party and the
Indemnifying  Party  (in  which  case,  if  such  Indemnified Party notifies the
Indemnifying  Party  in writing that it elects to employ separate counsel at the
expense  of  the  Indemnifying  Party, the Indemnifying Party shall not have the
right  to assume the defense thereof and the reasonable fees and expenses of one
separate counsel for all Indemnified Parties in any matters related on a factual
basis shall be at the expense of the Indemnifying Party). The Indemnifying Party
shall  not  be liable for any settlement of any such Proceeding affected without
its  written  consent,  which  consent  shall  not  be unreasonably withheld. No
Indemnifying  Party  shall, without the prior written consent of the Indemnified
Party,  effect  any settlement of any pending Proceeding in respect of which any
Indemnified  Party  is a party, unless such settlement includes an unconditional
release  of  such  Indemnified  Party  from all liability on claims that are the
subject  matter  of  such  Proceeding.

     All  reasonable  fees  and  expenses  of  the  Indemnified Party (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating  or  preparing  to  defend  such  Proceeding  in  a  manner  not
inconsistent  with  this  Section)  shall  be  paid to the Indemnified Party, as
incurred,  within  ten  (10)  Trading  Days  of  written  notice  thereof to the
Indemnifying  Party;  provided,  that  the  Indemnified  Party  shall  promptly
                      --------
reimburse  the  Indemnifying  Party  for  that portion of such fees and expenses
applicable  to  such actions for which such Indemnified Party is not entitled to
indemnification  hereunder,  determined  based  upon  the relative faults of the
parties.

          (d) Contribution. If a claim for indemnification under Section 5(a) or
              ------------                                       ------------
     Section  5(b)  is  unavailable to an Indemnified Party (by reason of public
     ------------
     policy or otherwise), then each Indemnifying Party, in lieu of indemnifying
     such  Indemnified  Party, shall contribute to the amount paid or payable by
     such Indemnified Party as a result of such Losses, in such proportion as is
     appropriate  to  reflect  the  relative fault of the Indemnifying Party and
     Indemnified  Party  in connection with the actions, statements or omissions
     that  resulted  in  such  Losses  as  well  as any other relevant equitable
     considerations.  The  relative  fault  of  such  Indemnifying  Party  and
     Indemnified  Party shall be determined by reference to, among other things,
     whether  any  action  in  question,  including any untrue or alleged untrue
     statement  of a material fact or omission or alleged omission of a material
     fact,  has  been  taken  or made by, or relates to information supplied by,
     such  Indemnifying  Party  or  Indemnified Party, and the parties' relative
     intent,  knowledge,  access  to  information  and opportunity to correct or
     prevent such action, statement or omission. The amount paid or payable by a
     party  as a result of any Losses shall be deemed to include, subject to the
     limitations  set  forth in Section 5(c), any reasonable attorneys' or other
                                -----------
     reasonable  fees  or expenses incurred by such party in connection with any
     Proceeding  to  the  extent such party would have been indemnified for such

<PAGE>

     fees  or  expenses  if the indemnification provided for in this Section was
     available  to  such  party  in  accordance  with  its  terms.

          (e)  Rule  144.  As  long  as  any  Holder owns any Notes, Warrants or
               ---------
     Registrable  Securities,  the  Company  covenants to timely file (or obtain
     extensions  in respect thereof and file within the applicable grace period)
     all  reports  required  to  be  filed  by the Company after the date hereof
     pursuant  to  Section  13(a)  or  15(d) of the Exchange Act. As long as any
     Holder  owns  any Notes, Warrants or Registrable Securities, if the Company
     is  not  required to file reports pursuant to Section 13(a) or 15(d) of the
     Exchange  Act, it will prepare and furnish to the Holders and make publicly
     available  in  accordance with Rule 144(c) promulgated under the Securities
     Act  annual  and quarterly financial statements, together with a discussion
     and  analysis  of  such  financial  statements  in  form  and  substance
     substantially  similar  to  those  that  would  otherwise be required to be
     included in reports required by Section 13(a) or 15(d) of the Exchange Act,
     as  well as any other information required thereby, in the time period that
     such  filings would have been required to have been made under the Exchange
     Act. The Company further covenants that it will take such further action as
     any  Holder may reasonably request, all to the extent required from time to
     time  to  enable  such  person to sell Conversion Shares and Warrant Shares
     without  registration under the Securities Act within the limitation of the
     exemptions  provided  by  Rule  144  promulgated  under the Securities Act,
     including  providing  any  legal opinions relating to such sale pursuant to
     Rule  144,  if  such  person  is  deemed  by the Company's counsel to be in
     compliance  with  the rules and regulations set forth in Rule 144. Upon the
     request  of  any Holder, the Company shall deliver to such Holder a written
     certification  of  a  duly authorized officer as to whether it has complied
     with  such  requirements.

     6.  Miscellaneous.
         -------------

          (a)  Compliance.  The  Holder covenants and agrees that it will comply
               ----------
     with  the  prospectus  delivery  requirements  of  the  Securities  Act  as
     applicable  to  it  in  connection  with  sales  of  Registrable Securities
     pursuant  to  the  Registration  Statement.

          (b)  Amendments  and  Waivers.  The  provisions  of  this  Agreement,
               ------------------------
     including  the provisions of this sentence, may not be amended, modified or
     supplemented,  and  waivers  or  consents to departures from the provisions
     hereof  may not be given, unless the same shall be in writing and signed by
     the Company and each Holder of the then outstanding Registrable Securities.

          (c) Notices. Any and all notices or other communications or deliveries
              -------
     required  or  permitted  to  be  provided hereunder shall be in writing and
     shall  be deemed given and effective on the earliest of (i) the Trading Day
     following  the  date  of  delivery  to  the  courier  service,  if  sent by
     nationally recognized overnight courier service, (ii) the third Trading Day
     following  the  date  of  mailing,  if  sent  by first-class, registered or
     certified  mail,  postage  prepaid,  (iii)  the  Trading  Day  following
     transmission  by electronic mail with receipt confirmed or acknowledged, or
     (iv) upon actual receipt by the party to whom such notice is required to be
     given.  The  address for such notices and communications shall be delivered
     and  addressed  as  set  forth  in  the Purchase Agreement or to such other
     address  as  shall  be  designated  in writing from time to time by a party
     hereto.

<PAGE>

          (d)  Successors and Assigns. This Agreement shall inure to the benefit
               ----------------------
     of  and be binding upon the successors and permitted assigns of each of the
     parties  and  shall  inure  to  the  benefit  of  the  Holder.

          (e)  Execution and Counterparts. This Agreement may be executed in any
               --------------------------
     number  of  counterparts, each of which when so executed shall be deemed to
     be  an  original  and, all of which taken together shall constitute one and
     the  same  Agreement.  In  the  event  that  any  signature is delivered by
     facsimile  transmission,  such  signature  shall  create  a  valid  binding
     obligation  of  the  party  executing (or on whose behalf such signature is
     executed)  the  same  with  the  same force and effect as if such facsimile
     signature  were  the  original  thereof.

          (f)  Governing  Law. This Agreement shall be governed by and construed
               --------------
     exclusively  in  accordance with the internal laws of the State of New York
     without  regard  to  the  conflicts of laws principles thereof. The parties
     hereto  hereby  irrevocably  agree  that  any  suit  or  proceeding arising
     directly  and/or  indirectly  pursuant to or under this Agreement, shall be
     brought  solely in a federal or state court located in the City, County and
     State of New York. By its execution hereof, the parties hereby covenant and
     irrevocably submit to the in personam jurisdiction of the federal and state
     courts located in the City, County and State of New York and agree that any
     process in any such action may be served upon any of them personally, or by
     certified  mail or registered mail upon them or their agent, return receipt
     requested, with the same full force and effect as if personally served upon
     them  in  New  York  City. The parties hereto waive any claim that any such
     jurisdiction  is not a convenient forum for any such suit or proceeding and
     any  defense  or  lack of in personam jurisdiction with respect thereto. In
     the  event  of  any such action or proceeding, the party prevailing therein
     shall  be entitled to payment from the other party hereto of its reasonable
     counsel  fees  and  disbursements.

          (g)  Severability.  If any term, provision, covenant or restriction of
               ------------
     this  Agreement is held by a court of competent jurisdiction to be invalid,
     illegal,  void  or  unenforceable,  the remainder of the terms, provisions,
     covenants  and restrictions set forth herein shall remain in full force and
     effect  and  shall  in no way be affected, impaired or invalidated, and the
     parties  hereto shall use their commercially reasonable efforts to find and
     employ  an  alternative means to achieve the same or substantially the same
     result  as  that  contemplated  by  such  term,  provision,  covenant  or
     restriction.  It  is  hereby stipulated and declared to be the intention of
     the  parties that they would have executed the remaining terms, provisions,
     covenants  and  restrictions  without  including  any  of  such that may be
     hereafter  declared  invalid,  illegal,  void  or  unenforceable.

          (h)  Headings.  The  headings in this Agreement are for convenience of
               --------
     reference  only and shall not limit or otherwise affect the meaning hereof.


                  [Remainder of page intentionally left blank]














<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  have executed this Registration Rights
Agreement  as  of  the  date  first  written  above.







                                      XA,  INC.


                                      By: /s/ Joseph Wagner
                                         ----------------------------
                                            Joseph  Wagner
                                            President

<PAGE>

           INVESTOR'S SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT



--------------------------


By: /s/ G. Chris Andersen
   -----------------------
     Name:
     Title:

1050 Fifth Ave 8-F NY, NY 10028
-------------------------------
Address

212-842-1540
--------------------------
Facsimile Number

<PAGE>

                                     ANNEX A
                                     -------

                              PLAN OF DISTRIBUTION
                              ---------------------

     The  Selling  Stockholders  and  any  of  their  pledgees,  assignees  and
successors-in-interest  may,  from time to time, sell any or all of their shares
of  Common  Stock on any stock exchange, market or trading facility on which the
shares  are  traded  or  in private transactions. These sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following  methods  when  selling  shares:

     -    ordinary  brokerage  transactions  and  transactions  in  which  the
          broker/dealer  solicits  purchasers;

     -    block trades  in  which  the  broker/dealer  will  attempt to sell the
          shares  as agent but may position and resell a portion of the block as
          principal  to  facilitate  the  transaction;

     -    purchases  by  a  broker/dealer  as  principal  and  resale  by  the
          broker/dealer  for  its  account;

     -    an exchange  distribution  in  accordance  with  the  Rules  of  the
          applicable  exchange;

     -    privately  negotiated  transactions;

     -    settlement  of  short  sales;

     -    broker/dealers  may  agree  with  the  Selling  Stockholders to sell a
          specified  number  of  such  shares  at  a stipulated price per share;

     -    a  combination  of  any  such  methods  of  sale;  and

     -    any  other  method  permitted  pursuant  to  applicable  law.



     The  Selling  Stockholders  may  also  sell shares under Rule 144 under the
Securities  Act,  if  available,  rather  than  under  this  prospectus.

     Broker/dealers  engaged  by  the Selling Stockholders may arrange for other
brokers/dealers  to participate in sales. Broker/dealers may receive commissions
from  the  Selling  Stockholders (or, if any broker/dealer acts as agent for the
purchaser  of  shares,  from  the  purchaser)  in  amounts to be negotiated. The
Selling Stockholders do not expect these commissions to exceed what is customary
in  the  types  of  transactions  involved.

     The  Selling  Stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured

<PAGE>

parties  may  offer  and sell the shares of common stock from time to time under
this  prospectus,  or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933 amending the list of
Selling  Stockholders  to include the pledgee, transferee or other successors in
interest  as  Selling  Stockholders  under  this  prospectus.

     The Selling Stockholders and any broker/dealers or agents that are involved
in  selling  the shares may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received  by  such  broker/dealers or agents and any profit on the resale of the
shares  purchased by them may be deemed to be underwriting commissions under the
Securities  Act. The Selling Stockholders have informed the Company that it does
not have any agreement or understanding, directly or indirectly, with any person
to  distribute  the  Common  Stock.

     The  Company  is  required  to  pay  all  fees and expenses incident to the
registration  of  the  shares.  The  Company has agreed to indemnify the Selling
Stockholders  against certain losses, claims, damages and liabilities, including
liabilities  under  the  Securities  Act.

<PAGE>