Exhibit 10.13


                              CONSULTING AGREEMENT

This  CONSULTING AGREEMENT ("AGREEMENT") made this 18th day of October 2006 by
and  between  MASTODON  VENTURES,  INC., a Texas corporation with offices at 600
Congress  Avenue,  Suite  1220, Austin, Texas 78701 ("MASTODON") and XA, INC., a
Nevada  corporation  with  offices  at  875  North  Michigan Avenue, Suite 2626,
Chicago,  Illinois  60611  ("XA").

                              W I T N E S S E T H :

     WHEREAS,  XA  requires  strategic advice regarding its plan for refinancing
certain of its existing debt and funding the anticipated growth and expansion in
its  business;  and

     WHEREAS,  Mastodon has experience in substantially all aspects of corporate
finance,  including  the provision of strategic advisory services with regard to
corporate  restructurings,  financings,  mergers,  acquisitions  and  strategic
alliances  for  private  and  public  companies;  and

     WHEREAS, XA wishes to engage Mastodon to act as its non-exclusive strategic
advisor  in  connection  with  the  implementation  of  its  financing plan, and
Mastodon  is  willing  to  be  so  engaged,  all on and subject to the terms and
conditions  hereinafter  set  forth;

     NOW,  THEREFORE,  in consideration of the mutual covenants herein and other
good  and valuable consideration, the receipt and suffieincy of which are hereby
acknoweldged,  the  parties  hereto  do  hereby  agree  as  follows:

1.     XA'S  PLAN.  XA  has  determined  that  it  will seek to raise additional
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capital  for  its  business  activities  and  operating  plan  which will entail
restructuring  certain  of its outstanding equity and debt securities, obtaining
required  consents  from  its  institutional  lender,  modifying  certain of its
executive management agreements, and arranging for the sale of additional equity
and  debt  securities  to  implement such operating plan (the "OPERATING PLAN").

     The advisory services required of Mastodon in connection with the foregoing
activities  and  the  compensation  payable  to  Mastodon  for such services are
hereinafer  described.


2.     MASTODON'S  SERVICES.   XA hereby engages Mastodon as a strategic advisor
       ---------------------
on  a  non-exclusive  basis in connection with XA's Operating Plan, and Mastodon
hereby  accepts  such  agreement, on and subject to the terms of this Agreement.
Accordingly,  Mastodon  will  render  the following advisory services to XA (the
"SERVICES"):

          (i)  Assist  XA  in  analyzing  and  evaluating its business, proposed
               operations  and  financial  condition  and  requirements;

          (ii) Assist  XA  in  the  preparation  and  implementation  of  any
               marketing  and/or  expansion  plan;

<PAGE>

          (iii) Assist  XA  in  connection  with  the  screening  of  potential
               candidates  to  serve  as  members  of its Board of Directors and
               committees  thereof;

          (iv) Assist  XA  in  the  negotiations  with  the arrangements between
               XA and the selling agent in connection with the sale to investors
               of  the  Bridge  Notes  and  Bridge  Warrants;

          (v)  Assist  XA  with  the  selection  of  a  broker-dealer  or  other
               selling  agent  (the  "Selling Agent") and the negotiation of the
               terms  and  provisions  of  the  agreement with the Selling Agent
               relating  thereto and any warrants issued to the Selling Agent in
               connection  therewith;

          (vi) Assist  XA  with  the  negotiation  of  all  employment and other
               agreements  and  warrants  and/or  options required to be entered
               into  and/or  modified  as  conditions  of  closing  of  the PIPE
               Financing  (hereinafter  defined);

          (vii) Assist  representatives  of  the  Selling  Agent,  and  its
               counsel,  with  all  due  diligence  inquiries  relating  to  XA;

          (viii) Assist  XA  with  developing  an  approved  use and application
               of  the  net  proceeds  from  the  PIPE  Financing  to the extent
               required  by  the  Selling  Agent;

          (ix) Assist  XA  with  respect  to  press  releases  and  other
               promotional  or  public  disclosures  to financial news and other
               media, broker dealers, financial institutions and XA shareholders
               in  connection  with  the  PIPE  Financing;

          (x)  Assist  XA,  when  required,  with  the  preparation of a profile
               of  its  operations  and  financial  condition for publication in
               Standard  and  Poors  and  other  similar  publications;

          (xi) Assist  XA  with  the  preparation  of  documents  required by it
               in  connection  with  the  PIPE Financing, including any required
               private  placement  memorandum;

          (xii) Assist  XA  with  the  preparation  of  its  Registration
               Statement  (hereinafter  defined)  with  respect  to  the  PIPE
               Financing  transaction  referred  to  in  this  Agreement;

          (xiii) Meet  with  the  executive  officers  and  Board  members of XA
               with  respect  to  matters  pertaining  to  the  Operating  Plan
               contemplated  by  XA  hereunder;  and

          (xiv) Provide  such  other  advisory  services  in connection with the
               Operating  Plan  as  XA  shall  reasonably  request  of Mastodon.

<PAGE>

     MASTODON  WILL  NOT  BE  REQUIRED  TO  RENDER  ANY SERVICES HEREUNDER WHICH
INVOLVE  THE RAISING OF CAPITAL FOR OR ON BEHALF OF XA, ANY SUCH CAPITAL RAISING
ACTIVITIES  TO  BE EFFECTED ONLY THROUGH REGISTERED BROKER DEALERS IN COMPLIANCE
WITH  APPLICABLE  LAW.

     XA  will  provide  Mastodon with all financial and business information and
documentation  concerning XA which is reasonably requested by Mastodon hereunder
with  respect  to  the  Services  to  be performed by Mastodon hereunder, to the
extent  such information and documentation is available without XA incurring any
unreasonable  effort  or  expense  therefor.  In  addition,  XA  will  make  its
executive  officers and members of its Board of Directors available to Mastodon,
upon  reasonable  advance  notice  and  request  of Mastodon, for the purpose of
providing  information  to  Mastodon  in connection with its Services hereunder.

     Mastodon  will  devote  such  of  its  time and efforts as it determines is
necessary  for  the performance of its Services hereunder.  XA acknowledges that
Mastodon  is  acting  as an independent contractor and not in any other capacity
hereunder.

      Mastodon  hereby  acknowledges that all decisions relating to the Services
and  advice  provided  to  XA  by  Mastodon  hereunder will, except as otherwise
provided elsewhere in this Agreement, be made exclusively by XA, in its sole and
absolute  discretion,  and  Mastodon will have no right or authority to make any
such  decisions  or to otherwise bind XA to any obligation or commitment without
the written consent of XA.  Mastodon shall not be liable under any circumstances
for  any  damage,  liability, cost or expense incurred by XA as a consequence of
any  Services  performed  for  Mastodon  hereunder,  except  for  any judicially
determined  intentional  misconduct  of  Mastodon.

     XA  further  agrees that if Mastodon is asked to provide any other services
to XA relating to this Agreement which are not specifically provided for in this
Agreement, then such services shall constitute separate agreements and the terms
and  conditions  of any such separate agreements will be subject to and embodied
in one or more separate written agreements containing provisions and terms to be
mutually  agreed upon, including without limitation, appropriate indemnification
provisions.

3.     MASTODON'S  COMPENSATION.  Mastodon shall receive payment from XA for all
       -------------------------
actual  out-of-pocket  costs  and  expenses  incurred by Mastodon (including its
counsel  fees),  which are pre-approved in writing by XA, in connection with the
negotiation  and  performance of its Services under this Agreement. Such expense
reimbursements  shall  be made by XA within fifteen (15) days after XA's receipt
of  Mastodon's  invoice  therefor.

     XA  has  unconditionally  issued to Mastodon (and/or its designees), a five
(5)  year common stock purchase warrant, entitling it to purchase 666,667 shares
of XA's common stock at an exercise price of $.30 per share (the "First Mastodon
Warrant").  XA  has  also  issued  an  additional  common stock purchase warrant
entitling  Mastodon  (or  its  designees)  to  purchase 1,000,000 shares of XA's
common  stock during a five (5) year period (the "Second Mastodon Warrant"), the
right  to  exercise  of  which  is conditioned upon the consummation of the PIPE
Financing  or  a  Change of Control within one (1) of the date of this Agreement
first  written  above,  as defined below (each a "Vesting Event").  The five (5)

<PAGE>

year exercise period of the Second Mastodon Warrant will commence upon a Vesting
Event  and  such  warrant shall be exercisable at an exercise price equal to the
lesser  of  $1.10  per  share  or  125%  of  the offering price of the shares to
investors in the PIPE Financing, or in the event of a Change of Control prior to
the  consummation of the PIPE Financing, such common stock purchase warrant will
be  exercisable  at  an  exercise price of $1.10 per share. The First and Second
Mastodon  Warrants  will  have  the same terms (other than the number of shares,
exercise  price,  and  vesting  provisions)  as the warrants issued by XA in its
recent  private  placement  of  convertible  promissory  notes,  including  any
anti-dilution rights.  In addition, such warrants will be transferable, Mastodon
having  informed  XA that it intends to transfer from the First Mastodon Warrant
the right to purchase 82,400 shares thereunder to Gusrae Kaplan Bruno & Nusbaum,
PLLC  and  the  right  to  purchase 54,933 shares thereunder to David Loev, Esq.
Mastodon  has  further  informed  XA that it intends to transfer from the Second
Mastodon  Warrant  the  right  to  purchase  150,000 shares thereunder to Gusrae
Kaplan  Bruno  &  Nusbaum,  PLLC  and  the  right  to  purchase  100,000  shares
thereunder  to  David  Loev,  Esq.

     XA agrees that Mastodon will have the first right, at its election, to sell
all  or a portion of the shares of XA's common stock then owned by Mastodon as a
result  of  Mastodon's  exercise  of  the  First  Mastodon  Warrant, in the PIPE
Financing to the extent that sales of at least $3,000,000 of XA's securities are
consummated  in  such financing by the Selling Agent (if any) (i.e., if Mastodon
exercises  such  right,  such shares owned by it will be the next shares sold in
the  PIPE  Financing  following  the consummation of $3,000,000 of sales of XA's
securities  therein).

     A  "Change  of  Control"  shall  mean  the  adoption of a plan of merger or
consolidation  of  XA  with any other corporation or entity as a result of which
the holders of the voting capital stock of XA as a group would receive less than
50%  of  the  voting capital stock of the surviving or resulting corporation; or
the  approval  by the Board of Directors of XA of an agreement providing for the
sale  or  transfer  of  substantially  all  the  assets  of  XA.

     Notwithstanding  the foregoing, or any other provision of this Agreement to
the  contrary,  at  no  time  will  Mastodon  own  5%  or more of the issued and
outstanding  shares of XA's common stock or otherwise have the right to exercise
control  over  the operations of XA, except with respect or prior to a Change of
Control.

     XA  contemplates the sale to Investors, at a per share price to be mutually
agreed  upon between XA and the Selling Agent of shares of its common stock in a
private  placement, with an aggregate minimum gross offering price of $3,000,000
(the  "PIPE  Financing").  The  PIPE  Financing  shall also include underwritten
offerings.  XA also contemplates that it will file a registration statement (the
"Registration  Statement")  in  connection  with  the PIPE Financing (which will
include  the  First  and Second Mastodon Warrants and the shares of common stock
underlying  same).

     Mastodon  agrees  that  if  a Vesting Event has not occurred within one (1)
year from the date of this Agreement, neither the First Mastodon Warrant nor the
Second  Mastodon  Warrant shall vest to Mastodon, and all rights under the First
Mastodon  Warrant  and  Second  Mastodon  Warrant  shall  expire.

<PAGE>

4.     INDEMNIFICATION.  Since  Mastodon  will  be  acting on behalf of XA in an
       ----------------
advisory  capacity in connection with this Agreement, XA agrees to the indemnity
provisions  and  other  matters  set forth in Annex A which is incorporated into
this Agreement herein by reference thereto.  The indemnity provisions in Annex A
shall  remain  in  full  force  and  effect  regardless  of  any  completion,
modification,  termination  or  expiration  of  this  Agreement.

5.     NON-EXCLUSIVITY;  FUTURE  M&A  SERVICES.  XA  agrees  that  Mastodon's
       ----------------------------------------
engagement  hereunder  as  XA's  strategic advisor with respect to the Operating
       -
Plan  is  non-exclusive.

     If,  at any time during the period commencing on the date hereof and ending
24  months after the effective date of the Registration Statement, XA engages in
any  acquisition,  merger  or  similar  transaction  with  a third party that is
introduced  by  Mastodon  (each  a  "Third  Party"  and  the  "Third  Party
Introduction"),  it  will  engage  Mastodon  as an advisor with respect thereto.

     Mastodon  agrees  to  provide XA written notice of any proposed Third Party
Introduction  prior  the  first  contact of XA with such Third Party, and agrees
that  any  party  contacted  by  XA  for  which XA has not previously received a
written Third Party Indroduction from Mastodon shall not be party to or governed
by  this  agreement.

     Mastodon  will  use  its  best efforts during the term of this Agreement to
assist  XA in connection with XA's Operating Plan, however, XA acknowledges that
there  is  no  assurance  that  the Services rendered by Mastodon hereunder will
result  in  the  consummation  of  any  transaction  contemplated  hereby.

6.     DUE  DILIGENCE.  In  order  to  complete  the PIPE Financing contemplated
       ---------------
hereby,  XA  acknowledges  that  it  will  be necessary for the Selling Agent to
complete  its  due  diligence  inquiries  with respect to XA, including, without
limitation,  on  site  visits,  discussions  with  management,  counsel  and the
auditors  of XA, reviewing actual, historical and projected financial statements
of  XA,  reviewing  XA's  capital requirements, financial and other obligations,
reviewing all material contracts of XA, reviewing the competitive environment as
to  XA's  business  and  industry,  reviewing  all  key  customer  and  vendor
relationships  of  XA,  and  a  general  corporate  and  legal review, including
accounting,  leases,  litigation  and  other  similar  matters pertaining to XA.
Additionally,  XA  will  provide  audited financial statements for its 2004, and
2005  fiscal  years  (the "AUDITED FINANCIAL STATEMENTS") not later than 30 days
after  the  date  of  this Agreement and will provide any additional stub period
unaudited  financial  statements  that are required pursuant to the terms of the
Selling  Agency  Agreement.  XA  will grant the Selling Agent and its authorized
representatives  access  to XA's books, records and personnel for the purpose of
completing  such  due  diligence  inquiries.

7.     CONFIDENTIALITY. XA shall not disclose the terms of this Agreement or the
       ----------------
fact  that  XA  is in discussions with Mastodon with respect to the transactions
contemplated  hereby,  with  any  third  party  other  than  its  key employees,
officers, directors, and shareholders and its counsel and advisors, and, in each
such  case, only on a need-to-know basis, at any time prior to the expiration of
the  offering  period  of  the  PIPE  Financing, except as required in any legal
documentation  prepared  in  connection  therewith.

<PAGE>

8.     MASTODON'S  OPINIONS.  No  advice  or  opinion  rendered  by  Mastodon in
       ---------------------
connection  with  this  Agreement,  whether  formal  or  informal,  written  or
unwritten,  may be disclosed, in whole or in part, or summarized, excerpted from
or  otherwise  referred  to  by XA without Mastodon's prior written consent.  In
addition,  Mastodon  may  not  be  otherwise referred to by XA without its prior
written  consent.

9.     POST  CLOSING  ANNOUNCEMENTS.  XA  acknowledges that Mastodon may, at its
       -----------------------------
option  and  expense  and  after  the  consummation of the PIPE Financing, place
announcements  and  advertisements  or  otherwise  publicize  such financing and
Mastodon's  role  in  it  (which may include the reproduction of XA's logo and a
hyperlink  to XA's website) on Mastodon's internet website and in such financial
and  other  newspapers  and journals as it may choose, stating that Mastodon has
acted  as  the  exclusive  strategic  advisor  to XA in connection with the PIPE
Financing.  Furthermore,  if  requested by Mastodon, XA shall include a mutually
acceptable  reference  to  Mastodon  in  any  press  release  or  other  public
announcement  made  by  XA  regarding  the  PIPE  Financing.

10.     BINDING AGREEMENT.  Each of Mastodon and XA hereby represent and warrant
        ------------------
to the other that this Agreement, and the transactions contemplated hereby, have
been  approved  by  all  requisite corporate action required to create a binding
obligation  of  each  of  the  parties  hereto.

11.     MISCELLANEOUS.  This  Agreement, including the Annex hereto, constitutes
        --------------
the  sole  and  entire  agreement between the parties hereto with respect to the
subject  matter  hereof  and  supersedes  all prior agreements, representations,
warranties, arrangements and understandings, whether oral or written, express or
implied,  between  the  parties hereto with respect to the subject matter hereof
and  may not be changed or modified except by an instrument in writing signed by
the  party  to be bound thereby.  No course of conduct or dealing or trade usage
or  custom or course of performance by the parties hereto shall constitute or be
relied  upon  as  a modification, supplement, or waiver of any provision of this
Agreement.  This  Agreement  has  been  subject  to  the  mutual  consultation,
negotiation  and  agreement of the parties hereto and shall not be construed for
or  against  any  party  hereto  on  the basis of such party having drafted this
Agreement.

     All  notices, consents, requests, demands and other communications required
or  permitted to be given under this Agreement shall be in writing and delivered
personally,  receipt  acknowledged,  or  mailed by registered or certified mail,
postage  prepaid,  return  receipt requested, addressed to the parties hereto as
follows  (or  to  such  other  addresses  as  either of the parties hereto shall
specify  by  notice  given  in  accordance  with  this  provision):

               (a)     If  to  Mastodon,  to  it  at:

                       Mastodon  Ventures,  Inc.
                       600  Congress  Avenue,  Suite  1220
                       Austin,  Texas  78701

<PAGE>

                       with  a  copy  to:

                       Robert  L.  Blessey,  Esq.
                       51  Lyon  Ridge  Road
                       Katonah,  New  York  10536

               (b)     If  to  XA,  to  it  at:

                       XA,  Inc.
                       875  North  Michigan  Avenue,  Suite  2626
                       Chicago,  Illinois  60611

                       with  a  copy  to:

                       David  M.  Loev, Attorney at Law
                       6300  West  Loop  South,  Suite  280
                       Bellaire,  Texas  77401

All  such notices, consents, requests, demands and other communications shall be
deemed given when personally delivered as aforesaid, or, if mailed as aforesaid,
on  the  third  business  day  after  the mailing thereof or on the day actually
received,  if earlier, except for a notice of a change of address which shall be
effective  only  upon  receipt.

     Neither  party  hereto may assign this Agreement or its or their respective
rights,  benefits  or  obligations  hereunder without the written consent of the
other party hereto, except that Mastodon may assign its rights to all or part of
its  compensation  hereunder  to  third  parties  designated  by  it.

     This  Agreement  shall  be  binding  upon  and  inure to the benefit of the
parties hereto and their successors and permitted assigns.  Nothing contained in
this  Agreement  is intended to confer upon any person or entity, other than the
parties  hereto,  or  their  respective  successors  or  permitted  assigns (and
Mastodon's  designees),  any  rights,  benefits,  obligations,  remedies  or
liabilities  under  or  by  reason  of  this  Agreement.

     No waiver of any provision of this Agreement or of any breach thereof shall
be effective unless in writing and signed by the party to be bound thereby.  The
waiver by either party hereto of a breach of any provision of this Agreement, or
of any representation, warranty, obligation or covenant in this Agreement by the
other  party hereto, shall not be construed as a waiver of any subsequent breach
or  of  any other provision, representation, warranty, obligation or covenant of
such  other  party,  unless  the  instrument  of  waiver  expressly so provides.

     This  Agreement  shall  be governed by and construed in accordance with the
laws of the jurisdiction of the party that brings any such action to enforce the
provisions  of  this  Agreement.  In  the  event XA brings an action, the action
shall be governed by the laws of the State of Illinois with respect to contracts
made  and to be fully performed therein, without regard to the conflicts of laws
principles  thereof,  except as to applicable federal and state securities laws.

<PAGE>

In  the  event  Mastodon brings any such action, the action shall be governed by
the  laws  of  the State of Texas with respect to contracts made and to be fully
performed  therein,  without regard to the conflicts of laws principles thereof,
except  as  to applicable federal and state securities laws.  The parties hereto
hereby  agree  that  any  suit or proceeding arising under this Agreement, or in
connection  with the consummation of the transactions contemplated hereby, shall
be,  brought solely in a federal or state court located in Cook County, Illinois
if such action is brought by XA, and Travis County, Texas if brought by Mastodon
or  in any court of competent jurisdiction selected by the mutual consent of the
parties, except for any suit or proceeding seeking an equitable remedy hereunder
which may be brought in any court of competent jurisdiction.  By their execution
hereof, XA and Mastodon hereby consent and irrevocably submit to the in personam
                                                                     -- --------
jurisdiction  of  the federal and state courts located in Cook County, Illinois,
or  Travis County, Texas (or any such other court of competent jurisdiction) and
agree  that any process in any suit or proceeding commenced in such courts under
this  Agreement may be served upon them personally or by certified or registered
mail,  return receipt requested, or by Federal Express or other courier service,
with the same force and effect as if personally served upon them in Cook County,
Illinois,  or Travis County, Texas (or in the city or county in which such other
court  is  located).  The  parties  hereto  each  waive  any claim that any such
jurisdiction  is  not a convenient forum for any such suit or proceeding and any
defense  of  lack  of  in  personam  jurisdiction  with  respect  thereto.
                       --  --------

     The  parties  hereto  hereby  agree that, at any time and from time to time
after  the date hereof, upon the reasonable request of either party hereto, they
shall  do,  execute,  acknowledge  and  deliver,  or cause to be done, executed,
acknowledged  and  delivered,  such further acts, deeds, assignments, transfers,
conveyances,  and  assurances  as may be reasonably required to more effectively
consummate  this  Agreement  and  the  transactions  contemplated  thereby or to
confirm  or  otherwise  effectuate  the  provisions  of  this  Agreement.

      Each  party  hereto  represents and warrants to the other that it has been
represented  by  counsel  in  connection  with the negotiation, preparation, and
consummation of this Agreement.  Except as expressly provided in this Agreement,
each  of  the parties hereto shall bear all of its or their respective costs and
expenses  incurred  in  connection with the negotiation, preparation, execution,
consummation,  performance  and/or  enforcement  of  this  Agreement, including,
without  limitation,  the  fees  and  disbursements of their respective counsel,
financial advisors and accountants.  Notwithstanding the foregoing, in the event
of  any  action  or  proceeding instituted by either party hereto to enforce the
provisions  of this Agreement, the party prevailing therein shall be entitled to
reimbursement  by  the  other  breaching  party  of the legal costs and expenses
incurred  by  the prevailing party in connection therewith. For purposes hereof,
"prevailing  party"  means the party in whose favor final judgment, after appeal
(if  any), is rendered with respect to the claims asserted in any such action or
proceeding.

      This Agreement may be executed in one or more counterparts, each of which,
when  executed and delivered, shall be deemed an original, but all of which when
taken  together,  shall  constitute  one  and  the  same  instrument.

     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

<PAGE>

though  an  original.  A  photocopy  of  this Agreement shall be effective as an
original  for  all  purposes.

     The  Section headings used in this Agreement have been used for convenience
of  reference  only  and  are not to be considered in construing or interpreting
this  Agreement.

     If  one  or  more provisions of this Agreement are held to be unenforceable
under  applicable  law,  such provision(s) shall be excluded from this Agreement
and  the  balance  of  this  Agreement  shall  remain  in full force and effect.

     No  remedy  set forth in this Agreement is exclusive of any other available
remedy  or  remedies,  whether legal or equitable, but each remedy is cumulative
and in addition to every other right or remedy provided for under this Agreement
or now or hereafter existing at law or in equity. Either party hereto may pursue
its  rights  and remedies concurrently or in any sequence and no exercise of one
right  or  remedy  shall  be deemed to be an election.  No delay by either party
hereto  shall  constitute  a  waiver,  election  or  acquiescence by such party.

     Unless the context of this Agreement clearly requires otherwise, the plural
includes  the  singular, the singular includes the plural, the part includes the
whole,  "including"  is  not limiting, and "or" has the inclusive meaning of the
phrase  "and/or".  The words "hereof", "herein", "hereby", "hereunder" and other
similar  terms  in  this  Agreement  refer  to this Agreement as a whole and not
exclusively  to  any  particular  provision  of  this  Agreement.

     IN  WITNESS  WHEREOF,  the parties hereto have hereunto set their hands and
seals  as  of  the  day  and  year  first  above  written.


WITNESS:                                    MASTODON  VENTURES,  INC.


/s/ Lori Rynerson                           By /s/ Robert S. Hersch
------------------------------                --------------------------------
                                              Robert  S.  Hersch,  President
Lori Rynerson
-----------------------------

WITNESS:                                    XA,  INC.

/s/ Shelley A. Kasnick                      /s/ Joseph Wagner
-----------------------------               ----------------------------------
Shelley A. Kasnick                          Joseph  Wagner
----------------------------                Chief  Executive  Officer  and
                                            President

<PAGE>

                                     ANNEX A
                                     -------


1.  In  further consideration of the rights, covenants and obligations contained
in  our  agreement  dated  the  date hereof (the "agreement"), in the event that
either  Mastodon  Ventures, Inc. ("Mastodon") or XA, Inc. (the "Company") or any
of  their  affiliates, their respective directors, officers, partners, agents or
employees  or  any  of  their affiliates, or any other person controlling either
such  party or any of their affiliates (collectively, the "Indemnified Persons")
becomes  involved, in any capacity, in any action, claim, suit, investigation or
proceeding,  actual  or  threatened, brought by or against any person (each such
party being an "Indemnified Party"), including the party to the agreement who is
indemnifying  the  Indemnified  Party  (the  "Indemnifying  Party")  and/or  the
stockholders  of  the  Indemnifying  Party  (if any), in connection with or as a
result of or in any way based upon any act or omission of the Indemnifying Party
with  respect  to  the agreement or any matter referred to in the agreement, the
Indemnifying  Party  will  reimburse  such Indemnified Person for its reasonable
legal  and  other  expenses (including without limitation the costs and expenses
incurred in connection with investigating, preparing for and responding to third
party  subpoenas or enforcing the agreement) incurred in connection therewith as
such  expenses are incurred. The Indemnifying Party will also indemnify and hold
harmless  any  Indemnified  Person from and against, and such Indemnifying Party
agrees  that  no Indemnified Person shall have any liability to the Indemnifying
Party or its owners, parents, affiliates, security holders or creditors for, any
losses,  claims,  damages  or  liabilities  (including actions or proceedings in
respect  thereof)  (collectively, "Losses") (A) related to or arising out of (i)
the  Indemnifying  Party's  actions  or failures to act (including statements or
omissions  made or information provided by the Indemnifying Party or its agents)
or  (ii)  actions  or  failures  to  act  by  an  Indemnified  Person  with  the
Indemnifying  Party's consent or in reliance on the Indemnifying Party's actions
or  failures to act or (B) otherwise related to or arising out of the agreement,
or  Mastodon's or the Company's performance thereof, except that this clause (B)
shall not apply to any Losses that are finally determined by a court or arbitral
tribunal  to have resulted primarily from the bad faith or willful misconduct of
such Indemnified Person. If such indemnification is for any reason not available
or  insufficient  to hold an Indemnified Person harmless, the Indemnifying Party
agrees to contribute to the Losses involved in such proportion as is appropriate
to reflect the relative benefits received (or anticipated to be received) by the
Indemnifying  Party, on the one hand, and by the Indemnified Party, on the other
hand,  with  respect  to the agreement or, if such allocation is determined by a
court  or  arbitral  tribunal  to  be  unavailable,  in  such  proportion  as is
appropriate to reflect other equitable considerations such as the relative fault
of  the  Indemnifying  Party on the one hand and of the Indemnified Party on the
other hand.  Mastodon will not be held responsible or liable for actions whereby
Mastodon  relied  on  or acted based upon information received from the Company.

2.  The  Indemnified  Party  will  not,  without  the Indemnifying Party's prior
written  consent, settle, compromise, consent to the entry of any judgment in or
otherwise seek to terminate any action, claim, suit, investigation or proceeding
in  respect of which indemnification may be sought hereunder (whether or not any
Indemnified  Person  is  a  party  thereto)  unless such settlement, compromise,
consent  or  termination  includes a release of each Indemnified Person from any
liabilities  or  obligations  arising  out  of  such  action,  claim,  suit,
investigation  or  proceeding.  The  Indemnifying Party will not permit any such
settlement,  compromise, consent or termination to include a statement as to, or
an  admission  of,  fault, culpability or a failure to act by or on behalf of an
Indemnified Person, without such Indemnified Person's prior written consent.  No
Indemnified  Person seeking indemnification, reimbursement or contribution under
this  agreement  will,  without  the Indemnifying Party's prior written consent,
settle, compromise, consent to the entry of any judgment in or otherwise seek to
terminate  any  action,  claim,  suit,  investigation  or proceeding referred to
herein.  Any  Indemnified  Person who or which is required to commence an action
to  enforce the indemnification rights granted hereunder shall be entitled to be
reimbursed  for  the  costs  and expenses incurred by such Indemnified Person in
connection  therewith  (including  their  reasonable  counsel  fees).

<PAGE>

3.  Prior  to  entering  into  any  agreement or arrangement with respect to, or
effecting,  any  merger,  statutory  exchange  or  other business combination or
proposed  exchange  (including  the  Merger),  dividend or other distribution or
liquidation  of all or a significant portion of its assets in one or a series of
transactions  or  any  significant  recapitalization  or reclassification of its
outstanding  securities  that  does  not  directly or indirectly provide for the
assumption  of the obligations of the Company set forth herein, the Company will
notify  Mastodon  in  writing  thereof  (if  not previously so notified) and, if
requested  by  Mastodon, shall arrange in connection therewith alternative means
of  providing for the obligations of the Company set forth herein, including the
assumption  of such obligations by another party, insurance, surety bonds or the
creation  of  an escrow, in each case in an amount and upon terms and conditions
satisfactory  to  Mastodon.  Similarly,  prior to entering into any agreement or
arrangement  with  respect  to,  or effecting, any merger, statutory exchange or
other business combination, dividend or other distribution or liquidation of all
or a significant portion of its assets in one or a series of transactions or any
significant  recapitalization  or reclassification of its outstanding securities
that  does  not  directly  or  indirectly  provide  for  the  assumption  of the
obligations  of  Mastodon  set forth herein, Mastodon will notify the Company in
writing  thereof  (if  not  previously  so  notified)  and,  if requested by the
Company,  shall  arrange  in connection therewith alternative means of providing
for  the  obligations  of Mastodon set forth herein, including the assumption of
such obligations by another party, insurance, surety bonds or the creation of an
escrow,  in each case in an amount and upon terms and conditions satisfactory to
the  Company.

4.  The  Indemnifying  Party's obligations hereunder shall be in addition to all
other  rights  that  any Indemnified Person may have at common law or otherwise.
The  Company  acknowledges  that  in  connection  with the agreement Mastodon is
acting  as  an  independent  contractor  and  not  in  any other capacity.  This
agreement  and  any other agreements relating to the agreement shall be governed
by  and  construed  in  accordance with the laws of the State of Illinois in the
event  an action is brought by the Company hereunder, and in accordance with the
laws  of  the  State  of  Texas  in  the  event an action is brought by Mastodon
hereunder,  applicable  to  contracts  made  and to be performed therein and, in
connection  therewith,  the parties hereto consent to the exclusive jurisdiction
of  the  Federal  and  State  Courts  located in Cook County, Illinois or Travis
County,  Texas and the respective appellate courts thereof.  Notwithstanding the
foregoing, solely for purposes of enforcing the Company's obligations hereunder,
the  Company  consents  to personal jurisdiction, service and venue in any court
proceeding in which any claim subject to this agreement is brought by or against
any  Indemnified  Person.  MASTODON HEREBY AGREES, AND THE COMPANY HEREBY AGREES
ON  ITS  OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF
ITS  SECURITY  HOLDERS,  TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY
CLAIM,  COUNTER-CLAIM  OR  ACTION  ARISING  OUT  OF  THE AGREEMENT OR MASTODON'S
PERFORMANCE  THEREOF.

5.  The  provisions  of  this  agreement shall apply to the agreement (including
related  activities  prior  to the date hereof) and any modification thereof and
shall  remain  in  full  force  and  effect  regardless  of  the  completion  or
termination  of  the agreement.  If any term, provision, covenant or restriction
herein  is  held  by  a  court  of competent jurisdiction to be invalid, void or
unenforceable  or  against public policy, the remainder of the terms, provisions
and  restrictions  contained  herein  shall  remain in full force and effect and
shall  in  no  way be affected, impaired or invalidated.  The provisions of this
agreement  shall  be binding upon and inure to the benefit of the parties hereto
and  their  respective  successors  and  assigns  (this  agreement  shall not be
assignable  in  the  absence of the written consent of the non-assigning party).

6.  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

<PAGE>

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.

7.  Notwithstanding  any provision of this agreement to the contrary, Mastodon's
liability  hereunder  shall be limited to the value of the compensation actually
received  by  Mastodon,  such  value  being determined on the date any claim for
indemnification  hereunder  is  received  by  Mastodon.

XA,  INC.

/s/ Joseph Wager
----------------------------------------------
     Joseph  Wagner
     Chief  Executive  Officer  and  President



ACCEPTED  AND  AGREED  TO  AS  OF  THE  DATE  HEREOF:


MASTODON  VENTURES,  INC.


By: /s/ Robert Hersch
   ------------------------------------------
      Robert  Hersch,  President

<PAGE>