Exhibit 10.2

                                WAIVER AGREEMENT
                                ----------------

     This  Waiver  Agreement  dated  December 29, 2004 ("Agreement") is by and
between  XA,  Inc., formerly The Experiential Agency, Inc., a Nevada Corporation
(the  "Company")  and  the  parties  who  sign  this  Waiver  Agreement  (the
"Investors"),  (collectively  the  "Parties").

     WHEREAS,  the  Company  and  the  Investors  have previously entered into a
Subscription  Agreement  dated  as  of June 30, 2004 relating to the sale by the
Company  to  the  Investors  of Convertible Notes, Class A Common Stock Purchase
Warrants,  and  Class  B  Common  Stock  Purchase  Warrants  ("Warrants").

     WHEREAS,  the  Company  is  contemporaneously with the Company's signing of
this  Agreement,  which  shall  not be later than December 23, 2004, issuing One
Hundred  (100)  shares  of  its common stock at $2.00 per share (the "Issuance")
which  under  the Favored Nations Provision of Section 12(c) of the Subscription
Agreement  and Section 3.4 of the Warrants requires the Company to automatically
reduce  the  Conversion  Price  of the Convertible Promissory Notes to $2.00 per
share  and  reduce  the  Purchase  Price  of  the  Warrants  to $2.00 per share.

     WHEREAS,  pursuant  to  this  Agreement  the Company agrees to re-price the
Convertible  Promissory Notes and the Investors agree to waive the anti-dilution
provisions  of  the  Warrants,  causing  the  Warrants  not  to  be  re-priced.

     NOW,  THEREFORE, in consideration of the premises and the mutual covenants,
agreements,  and  considerations  herein  contained, the parties hereto agree as
follows:

1)   The  Investors  agree  that  under  the  anti-dilution  provisions  of  the
     Subscription  Agreement at Section 12(c) and pursuant to Section 2.1(c)D of
     the  Convertible  Promissory  Notes,  the  Maximum Base Price as defined in
     Section  2.1(b)  of  the  Convertible Notes is reduced to $2.00, subject to
     further  adjustments.

2)   The  Investors  agree  to waive the anti-dilution provisions of the Class A
     Common  Stock  Purchase  Warrants  and  the  Class  B Common Stock Purchase
     Warrants,  only in connection with the Issuance, and that the Warrants will
     not  be  re-priced  in  connection  with  the  Issuance.

3)   The  Investors  further  agree  to waive all reset rights and anti-dilution
     rights  in  connection  with  the  issuance  of up to 500,000 shares of the
     Company's  common  stock  in  connection  with  Investor  Relations, Public
     Relations, Legal services and EDGAR filing services over the course of a
     one year period beginning on the date of this Agreement which may be
     registered on Form S-8.

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4)   The  Company  undertakes to file within ten days of the date of this Waiver
     Agreement,  a  post-effective  amendment  to  the  Company's  registration
     statement  declared  effective  on  September  3,  2004  ("Registration
     Statement"),  which  amendment will update  the  Registration Statement to
     describe  the  terms of this Agreement. The Investors acknowledge that as a
     result  of the reduction of the Conversion Price described in Paragraph "1"
     above,  the  Registration  Statement  will have available for conversion of
     Note  principle  and  interest  fewer  shares  than  necessary to allow for
     complete  conversion  into  registered shares of all the Note principal and
     interest  presently  outstanding.  The  655,588 registered shares presently
     available for conversions shall be reserved for the Investors in proportion
     to  the  Note  principal held by them. The Investors waive the registration
     rights  described  in Sections 11.1(i) and 11.1(iv) in connection only with
     the  shares that are not presently registered in the Registration Statement
     only  as  a result of the reduction of the Conversion Price as described in
     Paragraph  "1" above. The Company acknowledges that the registration rights
     described  in Section 11.1(ii) of the Subscription Agreement remain in full
     force  and  effect  in  connection  with  all  Registrable  Securities.

5)   The  Company  acknowledges  its  obligation  to  issue  Common  Stock  upon
     conversion  of Note principal and interest whether or not such Common Stock
     is  included  in  a  registration  statement.  If  such Common Stock is not
     included  in a registration statement, it will be issued bearing the legend
     described  in  Section  4(e)  of  the  Subscription  Agreement. The Company
     further  acknowledges that for purposes of Rule 144 under the 1933 Act, the
     holding  period  of  all shares of Common Stock issuable upon conversion of
     the  Notes  commenced  on  the  issue  date  of  the  Notes.

6)   The Parties agree that all provisions of the Subscription Agreement,
     Convertible Notes, Class A Common Stock Purchase Warrants and Class B
     Common Stock Purchase Warrants, which are not changed or waived by this
     Agreement, will remain in effect as originally entered into between the
     Parties.

7)          Miscellaneous
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          (a)  Assignment.  All  of the terms, provisions and conditions of this
               ----------
               Agreement shall be binding upon and shall inure to the benefit of
               and  be  enforceable  by  the parties hereto and their respective
               successors  and  permitted  assigns.

          (b)  Applicable  Law.  This Agreement shall be construed in accordance
               ---------------
               with and governed by the laws of the State of New York, excluding
               any  provision  which  would  require  the use of the laws of any
               other  jurisdiction.

          (c)  Post-Split.  All the figures and calculations included in this
               ------------
               Agreement reflect the twenty for one reverse split of the
               Company's Common Stock effectuated on December 9, 2004.

          (d)  Entire  Agreement,  Amendments  and  Waivers.  This  Agreement
               ---------------------------------------------
               constitutes  the  entire  agreement  of  the  parties  hereto and
               expressly supersedes all prior and contemporaneous understandings
               and  commitments,  whether  written  or oral, with respect to the
               subject  matter  hereof. No variations, modifications, changes or
               extensions  of  this Agreement or any other terms hereof shall be
               binding upon any party hereto unless set forth in a document duly
               executed  by  such  party  or  an authorized agent or such party.

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          (e)  Faxed Copies.  For purpose of this Agreement, a faxed signature
               --------------
               will constitute an original signature.

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  written  above.

                         XA,  INC.
                         ---------

                         BY: /s/ Joseph Wagner
                            ---------------------
                         ITS: President
                             --------------------

                         PRINTED  NAME: Joseph Wagner
                                       ------------------

                         ALPHA  CAPITAL  AKTIENGESELLSCHAFT
                         ----------------------------------

                         BY:
                            ---------------------
                         ITS:
                             --------------------

                         PRINTED  NAME:
                                       ------------------

                         STONESTREET  LIMITED  PARTNERSHIP
                         ---------------------------------

                         BY: /s/ M. Finkelstein
                            ---------------------
                         ITS: President
                             --------------------

                         WHALEHAVEN  FUNDS  LIMITED
                         --------------------------

                         BY: /s/ Arthur Jones
                            ---------------------
                         ITS: Director
                             --------------------

                         PRINTED  NAME: Arthur Jones
                                       ------------------

                         GREENWICH  GROWTH  FUND  LIMITED
                         --------------------------------

                         BY: /s/ Don P. Dunstan
                            ---------------------
                         ITS: Director
                             --------------------

                         PRINTED  NAME:  Don P. Dunstan
                                       ------------------

                         GENESIS  MICROCAP  INC.
                         -----------------------

                         BY: /s/ Larry Gibbons
                            ---------------------
                         ITS:
                             --------------------

                         PRINTED  NAME: Larry Gibbons
                                       ------------------

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