Exhibit 10.1

                           ASSET ACQUISITION AGREEMENT

     THIS ASSET ACQUISITION AGREEMENT (this "Agreement") is made effective as of
                                             ---------
the  1st  day  of  January,  2005 (the "Effective Date"), by and among Musters &
                                        --------------
Company,  Inc.,  a New York corporation (being herein referred to as "Musters"),
                                                                      -------
and  XA, Inc., a Nevada corporation (being herein referred to as "XA").  MUSTERS
                                                                  --
and  XA  are  collectively  referred  to  herein  as  the  "Parties."
                                                            -------

PRELIMINARY  STATEMENTS
-----------------------

     A.   MUSTERS  desires  to  transfer and XA desires to acquire substantially
          all  of  the  assets  and  assume  certain  liabilities  of  MUSTERS.

     B.   MUSTERS  is  an  event  planner  and  event  decor firm ("Business").
                                                                  -------------

     C.   MUSTERS owns certain assets that XA intends to acquire as set forth in
          Schedule A (the"Assets") having a fair market value of at least 80% of
                          --------
          all  of  MUSTERS's  assets.

     D.   The  Parties  have  reached  an  understanding  whereby  MUSTERS  will
          transfer  and  XA  will acquire Assets from MUSTERS and XA will assume
          only  those  specific  liabilities  set  forth  in  Schedule  B
          ("Liabilities").
           ---------------

     E.   The  Parties  mutually desire to set forth in writing all of the terms
          and  conditions  whereby  the  aforementioned purchase and sale of the
          assets,  which  is  intended  to  constitute a tax-free reorganization
          pursuant  to Section 368(a)(1)(C) of the Internal Revenue Code of 1986
          (the  "Code"),  shall  take  place.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein and for other good and valuable consideration, the receipt and
sufficiency  of which are hereby acknowledged, MUSTERS and XA do hereby agree as
follows:

                                   ARTICLE I.
                                 INTERPRETATION

1.1     The Preliminary Statements, above, shall form an integral part hereof as
if  recited  herein  at  length.

1.2     Where  used  herein or in any amendment hereto the following terms shall
have  the  meaning  defined  in  this  Section  1.2 unless the context indicates
otherwise:

     (a)  "Accounts  Receivable" means all accounts receivable of MUSTERS as set
          forth  in  MUSTERS's  Balance  Sheet  on  the  Closing  Date.

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     (b)  "Accounts  Payable" means all accounts payable of MUSTERS as set forth
          in  MUSTERS's  Balance  Sheet  on  the  Closing  Date.

     (c)  "Agreement"  means  this  Asset  Purchase  Agreement;

     (d)  "Business"  has  the  meaning  assigned  thereto  in  the  Preliminary
          Statements;

     (e)  "Books  and Records" means all books and records of MUSTERS other than
          stock  books  and  tax  records  to  be  retained  by  MUSTERS;

     (f)  "Cash"  means  all  of  MUSTERS's  cash  on hand and funds on deposit.

     (g)  "Checking/Savings  Accounts" means the total Checking/Savings Accounts
          of  MUSTERS.

     (h)  "Closing"  or "Closing Date" means January 3, 2005, or such other date
          as  mutually  agreed  to  in  writing  by  the  Parties  hereto;

     (i)  "Computer  and  Computer  Equipment" means the computer peripherals of
          MUSTERS  relating  to  the  Business  to  the  extent  transferable;

     (j)  "Computer Software" means the computer software of MUSTERS relating to
          the  Business;

     (k)  "Copyrights"  means  any  copyrights  held  by  MUSTERS;

     (l)  "Contract  Rights"  means  MUSTERS's  contract  rights;

     (m)  "Customer  Lists"  means  MUSTERS's  lists  of  customers;

     (n)  "Equipment"  means  the  office  equipment  of  MUSTERS;

     (o)  "Financial Statements" means the financial statements of MUSTERS as of
          the  Closing  Date  as  set  forth  in  Schedule  D;

     (p)  "Fixtures"  means  the  fixtures  owned  by  MUSTERS;

     (q)  "Goodwill"  means  the  goodwill  of MUSTERS relating to the Business,
          books  and  records of MUSTERS, the right to all telephone, telecopier
          numbers relating to the Business, the right to all web site and domain
          names,  all  information  in the possession of MUSTERS relating to the
          operations  of  the  Business,  the exclusive right of XA to represent
          itself  as  carrying on the Business as well as all corporate business
          opportunities  of  MUSTERS;

     (r)  "Inventory" means the inventory of MUSTERS as set forth in Schedule A;

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     (s)  "Leasehold  Improvements"  means all leasehold improvements of MUSTERS
          with  respect  to  any  and  all  premises  currently  being leased by
          MUSTERS;

     (t)  "Leases"  means  all  of  the  leases under which MUSTERS is currently
          leasing  any  premises,  wherever  situated;

     (u)  "Letter  of  Intent"  means  the  Acquisition  Letter  of Intent dated
          Monday,  November  1, 2004 by and between MUSTERS and The Experiential
          Agency,  Inc.  (now  known  as  XA,  Inc.

     (v)  "Loans Receivable" means all loans receivable by MUSTERS including all
          loans  due  from MUSTERS's officers, directors, affiliates or majority
          shareholders;

     (w)  "Patents"  means  all  patents  held  by  MUSTERS;

     (x)  "Permits"  means  all  permits  held  by  MUSTERS,  to  the  extent
          transferable;

     (y)  "Prepaid Expenses" means all prepaid expenses and deposits of MUSTERS;

     (z)  "Production  Equipment"  means  all  production  equipment of MUSTERS;

     (aa) "Software"  means  all  software  of  MUSTERS;

     (bb) "Source Codes" means all software source codes owned by MUSTERS to the
          extent  same  is  transferable;

     (cc) "Trademarks"  means  all  trademarks,  business  logos  designs and/or
          corporate  identity  assets  that  are  owned  or  in  use by MUSTERS,
          including any rights related to the name Musters & Company and any and
          all  trademarks,  business  logos,  designs, and/or corporate identity
          assets  that  are  owned  or  in  use  by  MUSTERS;

     (dd) "Trade  Names"  means  all  trade  names  used  by  MUSTERS.

     (ee) "Trade  Secrets"  means  MUSTERS'  method  of  conducting  business.

1.3     The  following Schedules are incorporated in this Agreement by reference
and  are  deemed  to  be  an  integral  part  hereof:

                    Schedule  A  -  Schedule  of  assets  to  be acquired by XA.

                    Schedule  B  -  Schedule of liabilities to be assumed by XA.

                    Schedule  C  -  Schedule  of  work  in  progress adjustments

                    Schedule  D  -  Financial  Statements  of  MUSTERS as of the
                                    Closing  Date

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                                   ARTICLE II.
                       ACQUISITION OF PROPERTY AND ASSETS

2.1     Subject  to  the  terms  and conditions hereof, MUSTERS hereby agrees to
transfer,  assign,  and  deliver,  free  and  clear  of  all  liens,  pledges,
encumbrances,  charges,  restrictions  or  known  claims of any kind, nature, or
description,  not  excluded  below,  the  Assets  to  XA and XA hereby agrees to
acquire  the  Assets  from  MUSTERS  (the  "Acquisition").

2.2     Assets  excluded  from  the  Acquisition  will  be  Accounts Receivable,
insurance policies, claims for tax refunds, employee benefit plans (or interests
therein)  and  all real estate (excluding leasehold improvements) either held by
MUSTERS or an affiliated entity (the "Remaining Assets"), which Remaining Assets
shall  have  a  fair  market  value equal to or less than 20% of all of MUSTERS'
assets.

2.3     The Assets to be acquired pursuant to this Agreement will be approved by
XA  as  listed  on  Schedule  A.

2.4     XA  shall  cause  to  be  issued  to  MUSTERS One Hundred Fifty Thousand
(150,000)  post  1:20  reverse-split  shares  of  XA's unregistered common stock
("Shares").  The  Shares  are  referred  to  herein as the "SHARES".  The Shares
shall  be  restricted  under  Rule  144.

2.5     XA  will  assume  only  certain  liabilities of MUSTERS, as set forth on
Schedule  B.  Additionally,  at  the  Closing  date,  by mutual agreement of the
Parties,  XA may assume additional liabilities of MUSTERS.  Liabilities excluded
from  the  Acquisition  will  be  MUSTERS'  Accounts  Payable.

2.6     At  Closing, MUSTERS shall (1) deliver to XA a general conveyance of the
Assets  and all other deeds of conveyance, transfer and assignment, consents and
any  other  documents  duly  executed,  in  form and content satisfactory to XA,
appropriate to effectively vest good and marketable title to the Assets free and
clear  of  all  encumbrances  and  immediately  registrable  in all places where
registration  of  such  instruments  is necessary or desirable duly endorsed for
transfer  of  the  Assets to XA; (2) deliver possession of the Assets to XA; and
(3)  deliver  to  XA  certified  copies  of  resolutions of the shareholders and
directors  of  MUSTERS  authorizing  the  transfers  contemplated  hereby.

2.7     On  Closing,  XA  shall  deliver  to  MUSTERS the SHARES as set forth in
Section  2.4,  above.

                                  ARTICLE III.
                              ASSIGNMENT OF LEASES

3.1     Subject  to  XA's  approval  and acceptance, XA will assume and agree to
perform  MUSTERS'  Leases  and  MUSTERS  will assign all of its right, title and
interest  in  all  Leases  to  XA.

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3.2     In  consideration  of the assignment of the Leases, XA hereby undertakes
to  discharge,  perform and fulfill all obligations, commitments and engagements
of MUSTERS entered into in connection with said Leases and to indemnify and save
MUSTERS  harmless  with  respect  to  same.

                                   ARTICLE IV.
              COVENANTS, REPRESENTATIONS AND WARRANTIES OF MUSTERS

     MUSTERS  covenants,  represents  and  warrants  as  follows  to  XA  and
acknowledges  and confirms that XA is relying on such covenants, representations
and  warranties  in  connection  with  the  acquisition  of  the  Assets:

4.1     MUSTERS  is  a corporation duly organized, validly existing, and in good
standing under the laws of the State of New York and has the corporate power and
is  duly  authorized,  qualified,  franchised, and licensed under all applicable
laws,  regulations,  ordinances,  and orders of public authorities to own all of
its  properties and assets, to carry on the Business in all material respects as
it is now being conducted, and except where failure to be so qualified would not
have  a  material  adverse  effect  on the Business, there is no jurisdiction in
which  it  is  not  qualified  in which the character and location of the assets
owned  by  it  or  the  nature  of  the  Business  requires  qualification.

4.2     All  of  the  Assets are owned solely and unconditionally by MUSTERS and
MUSTERS  has  good,  valid  and  marketable title thereto, free and clear of all
hypothecations,  pledges,  mortgages,  liens,  charges,  security  interests,
encumbrances,  actions,  claims  or  demands of any nature whatsoever or however
arising  except for those charges disclosed to XA or created by operation of law
alone.

4.3     No  person,  firm  or  corporation  has  any  written or oral agreement,
option,  understanding  or  commitment,  or  any  right  or privilege capable of
becoming  an  agreement,  for  the  purchase  from MUSTERS of any of the Assets.

4.4     The  execution,  delivery  and carrying out of this Agreement by MUSTERS
will  not violate any provision of law, MUSTERS' Certificate of Incorporation or
its  Bylaws,  and  will  not conflict with or result in any breach of any of the
terms,  conditions  or  provisions  of  or  constitute a default pursuant to any
instrument  or  agreement  to  which  MUSTERS  is a party or by which MUSTERS is
bound.

4.5     MUSTERS  has full corporate power, capacity and authority to enter into,
and  to  carry  out  and  perform  its  obligations under this Agreement and any
agreements  contemplated  hereby.  MUSTERS has taken all action required by law,
its  Certificate  of  Incorporation,  its  Bylaws, or otherwise to authorize the
execution and delivery of this Agreement, and MUSTERS has full power, authority,
and  legal  right  and  has taken all action required by law, its Certificate of
Incorporation,  Bylaws,  or  otherwise,  including  all  approvals and consents,
necessary  in  order  to  effect  the  transactions  contemplated  hereby.

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4.6     All  inventories  have  been  accumulated in the ordinary course, are in
good  and  marketable condition save and except such reserves for damages as are
reflected  in  the  Financial  Statements.

4.7     Any  announcement  or  press  or  news  release  by  MUSTERS  or  its
shareholders,  employees,  officers, directors, or agents made prior to or after
Closing  shall  be  reviewed and approved in writing by XA prior to its release,
subject  to  any  requirement  of  law.

4.8     MUSTERS  shall  be  responsible for any and all costs (including but not
limited  to  attorney's  fees,  settlement  amounts,  arbitration amounts, court
decrees,  judgments  or the like) and shall indemnify XA against any litigation,
actions, claims, suits, legal administration or arbitration proceedings existing
or  pending  with  MUSTERS  prior  to  Closing.

4.9     MUSTERS  agrees  that  the  information  supplied  to  XA  prior  to the
acquisition  Letter of Intent , regarding MUSTERS' assets including (a) MUSTERS'
financial  projections prepared by MUSTERS; (b) the historical unaudited balance
sheets,  and income statements for the fiscal years ended 1999 through 2003; and
(c)  the  quarterly  financial  statements provided, was substantially accurate.

4.10     MUSTERS  agrees that no material adverse change, as determined by XA in
its  reasonable  judgment,  in  the  Assets  or the Liabilities of MUSTERS or in
MUSTERS'  Business,  financial condition or prospects shall have occurred, other
then  changes  that have been communicated to XA on or prior to the date of this
Agreement.

4.11     Prior  to  Closing  this  Agreement,  MUSTERS  shall  have received all
necessary  corporate  approvals  authorizing  this Agreement and the transaction
contemplated  pursuant  to  this  Agreement.

4.12     This  Agreement shall have received the necessary consents or approvals
from  third  parties,  including  any  governmental approvals, and any necessary
governmental  filings  shall  have  been  made  prior  to  Closing.

4.13     In  the  event  that  this  Agreement  is  terminated due to a material
misrepresentation or material omission of information known to MUSTERS or any of
its  representatives,  or  pursuant  to  section  4.15,  then  MUSTERS  shall be
responsible and shall reimburse XA for all expenses incurred by XA prior to such
termination.

4.14     MUSTERS  acknowledges  that  the  Shares  will be restricted securities
under the Securities Act of 1933 (the "Securities Act"), will be issued pursuant
                                       --------------
to an exemption from registration requirements of the Securities Act pursuant to
Section  4(2) of the Securities Act and will be endorsed with a legend in a form
substantially  similar  to  the  following:

     "THE  SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND
MAY  NOT  BE  SOLD,  TRANSFERRED,  PLEDGED,  OR HYPOTHECATED WITHOUT EITHER:  i)
REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES  LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL,
SATISFACTORY  TO  THE  CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE
EXEMPT  FROM  THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT OF 1933 AND
APPLICABLE  STATE  SECURITIES  LAWS."

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MUSTERS  represents  to  XA  that MUSTERS is acquiring the Shares for investment
purposes  and not with a view to resell or distribute except with respect to its
complete  liquidation  which  shall  occur after the Closing pursuant to Section
368(a)(2)(G)  of  the  Internal  Revenue  Code  of  1986,  as  amended.

4.15     MUSTERS  represents and warrants that immediately after the acquisition
of  the  Assets contemplated hereby, MUSTERS will liquidate the Remaining Assets
and any other assets that continue to be in MUSTERS' possession and dissolve its
status  as  a  corporation.

                                   ARTICLE V.
                 COVENANTS, REPRESENTATIONS AND WARRANTIES OF XA

     XA  covenants,  represents  and  warrants  as  follows  to  MUSTERS  and
acknowledges  and  confirms  that  MUSTERS  is  relying  on  such  covenants,
representations  and  warranties  in connection with the transfer of the Assets:

5.1     XA  is  a company duly organized, validly existing, and in good standing
under  the  laws  of the State of Nevada and has the corporate power and is duly
authorized,  qualified,  franchised,  and  licensed  under  all applicable laws,
regulations,  ordinances,  and  orders  of  public authorities to own all of its
properties  and  assets, to carry on its business in all material respects as it
is  now  being  conducted, and except where failure to be so qualified would not
have  a  material  adverse  effect  on its business, there is no jurisdiction in
which  it  is  not  qualified  in which the character and location of the assets
owned  by  it  or  the  nature  of  the  business  transacted  by  it  requires
qualification.

5.2     The  execution,  delivery  and carrying out of this Agreement by XA will
not violate any provision of law or XA's Articles of Incorporation as amended or
Bylaws,  and will not conflict with or result in any breach of any of the terms,
conditions  or  provisions of or constitute a default pursuant to any instrument
or  agreement  to  which  XA  is  a  party  or  by  which  XA  is  bound.

5.3     XA  has  full corporate power, capacity and authority to enter into, and
to carry out and perform its obligations under this Agreement and any agreements
contemplated  hereby.  XA  has taken all action required by law, its Articles of
Incorporation  as  amended,  its Bylaws, or otherwise to authorize the execution
and  delivery  of  this  Agreement,  and XA has full power, authority, and legal
right and has taken all action required by law, its Articles of incorporation as
amended,  Bylaws,  or otherwise, including all approvals and consents, necessary
in  order  to  effect  the  transactions  contemplated  hereby.

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5.4     This  Agreement  shall have received the necessary consents or approvals
from  third  parties,  including  any  governmental approvals, and any necessary
governmental  filings  shall  have  been  made  prior  to  Closing.

5.5     Assets  purchased by XA will be based on the Balance Sheet, and shall be
reviewed  by  a  certified  public  accounting  firm  selected  by XA to conduct
accounting  due  diligence,  whose  fees  and  expenses  shall  be  paid  by XA.

5.6     XA  agrees that, at the time of Closing, it will enter into an Executive
Employment  Agreement  with  Mark  Musters,  MUSTERS'  president,  with  terms
substantially  similar  to  the  document  attached  hereto  as  Exhibit  A.

5.7     Prior  to  closing  this Agreement, XA shall have received all necessary
corporate  approvals authorizing this Agreement and the transaction contemplated
pursuant  to  this  Agreement.

5.8     At  Closing  XA  shall  have  entered  into a lease of MUSTERS' business
premises  on  terms  satisfactory  to  XA  and  premises  owner.

5.9     At  Closing, subject to XA's approval and acceptance, XA will assume and
agree to  perform  all  of  MUSTERS's  executory contracts, leases, and employee
benefit  plans  that XA  determines are necessary for the operation of MUSTERS's
business  and  specifically  assumes  under  this  Agreement.

5.10     XA  retains the right, in its sole discretion, to bring in any partners
or  co-investors  to  consummate  the  transaction  contemplated  herein.

                                   ARTICLE VI.
                               EMPLOYMENT  MATTERS

6.1     MUSTERS  is  not  a  party  to and does not have, in effect or to become
effective  after  the  date  of  this  Agreement,  any  written  (1)  employment
agreement;  (2)  contract  for  employment  or compensation arrangement with any
officer,  director  or  employee;  (3) consulting agreement; or (4) agreement or
arrangement  that  provides  for bonus, cash or deferred compensation, severance
pay,  medical,  health  or  hospitalization  benefits,  pension, profit sharing,
thrift  or retirement benefits, stock options, employee stock ownership, life or
group  insurance,  death  or  welfare  benefits,  incentives, vacation pay, sick
leave,  a  cafeteria  plan,  so-called  "golden  parachute" payments, disability
benefits  or  an  employee  trust.

                                  ARTICLE VII.
                                 INDEMNIFICATION

7.1     MUSTERS  hereby  undertakes  and  agrees  to  indemnify  XA  and save it
harmless  from  and  against  any  claims, actions or suits which may be made or
instituted  against  XA,  and  from  and  against  any and all damages or losses
suffered  by  XA  by  reason  of or arising from the breach of any obligation of
MUSTERS  under  this  Agreement,  or  any  incorrectness  in,  or breach of, any
covenant,  representation  or  warranty  made  by  MUSTERS  in  this  Agreement.

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<PAGE>

7.2     XA  hereby  undertakes  and  agrees  to  indemnify  MUSTERS  and save it
harmless  from  and  against  any  claims, actions or suits which may be made or
instituted  against  MUSTERS, and from and against any and all damages or losses
suffered by MUSTERS by reason of or arising from the breach of any obligation of
XA  under  this  Agreement, or any incorrectness in, or breach of, any covenant,
representation  or  warranty  made  by  XA  in  this  Agreement.

                                 ARTICLE  VIII.
                                  MISCELLANEOUS

8.1     The  representations,  warranties and covenants contained herein and the
documents  submitted  pursuant  to or in connection with the transactions herein
provided  shall  survive  for  one  year from the Closing of the acquisition and
transfer  of  the Assets and, notwithstanding such Closing and regardless of any
investigations by or on behalf of any of the Parties with respect thereto, shall
continue  in  full  force  and effect for the benefit of the respective Parties.

8.2     Each  party  shall  bear  and  pay  its  own respective fees, costs, and
expenses  incurred in connection with the negotiation, preparation and execution
of  the  Agreement  and/or  its  consummation,  the registering of any documents
pursuant  to  the  transactions hereunder, and preparation and production of all
documents  required  to  be  delivered  by  either  party  at Closing, except as
otherwise  provided  in  sections  4.8,  7.1  and  7.2  of  this  Agreement.

8.3     This  Agreement, including the Schedules annexed hereto, constitutes the
entire  Agreement  between the Parties and may not be amended or modified in any
respect  except  by  written  instrument  signed  by  the  Parties.

8.4     This  Agreement  is  personal  to  the  Parties and may not be assigned,
transferred  or  otherwise  disposed  of  to  any  other  party.

8.5     This  Agreement  shall  inure  to the benefit of and be binding upon the
Parties  and  their  respective  administrators  and  successors.

8.6     In  the event that any of the provisions, warranties, representations or
covenants  or  any portion of them contained in this Agreement are unenforceable
or  are  declared  invalid  for  any reason whatsoever, such unenforceability or
invalidity  shall  not  affect  the  enforceability or validity of the remaining
terms  or  portions  thereof  contained  in  this  Agreement.

8.7     This Agreement shall be governed by and construed in accordance with the
laws  of  the  State  of  Illinois.

8.8     The  division  of  this  Agreement into articles, sections, subsections,
paragraphs  and  schedules,  the  use of headings or the provision of a table of
contents  are  for  convenience  of  reference  only  and  should not affect the
interpretation  or  construction  of  this  Agreement.

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<PAGE>

8.9     The singular shall include the plural where indicated by the context and
all  words and personal pronouns relating thereto shall be read and construed so
as  to  give  them  proper  meaning  within  the context in which they are used.

8.10     This  Agreement  may  be  executed  in  one  or  more  counterparts.

8.11     For  purposes  of this Agreement, a faxed signature shall constitute an
original  signature.

     IN  WITNESS  WHEREOF  the  Parties hereto have duly executed this Agreement
effective  on  the  date  first  hereinabove  mentioned.

                                   MUSTERS  &  COMPANY,  INC.
                                   /s/ Mark Musters
                                   --------------------------------
                                   Mark  Musters
                                   President

                                   XA,  INC.
                                   /s/ Frank Goldstin
                                   --------------------------------
                                   Frank Goldstin
                                   CEO

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