Exhibit 10.20



                          THE EXPERIENTIAL AGENCY, INC.

                              CONSULTING AGREEMENT

     CONSULTING AGREEMENT, dated as of August 1, 2006 (this "Agreement"), by and
between  XA,  INC.,  a  corporation organized and existing under the laws of the
State  of  Nevada  (the  "Company"),  and  JOSEPH  WAGNER  (the  "Consultant")
(collectively  sometimes referred to as the "Parties" and individually sometimes
referred  to  as  "Each  Party").  Unless otherwise indicated, all references to
Sections  are  to  Sections in this Agreement. This Agreement is effective as of
the  "Effective  Date"  set  forth  in  Section  14  below.

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS,  the  Parties  previously  entered  into  a  thirty-six (36) month
Consulting  Agreement with an effective date of August 1, 2004, which Consulting
Agreement is replaced and superseded by this Agreement in all respects; provided
however, that all 225,000 post 1:20 reverse split shares of common stock granted
to  Executive  pursuant  to  Section  3(b)  of  the  prior  Executive Employment
Agreement  shall  become  immediately vested and not subject to forfeiture as of
the  Effective  Date  of  this  Agreement;

     WHEREAS, the Company desires to obtain the services of Consultant, and
Consultant desires to be employed by the Company upon the terms and conditions
hereinafter set forth;

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

     1.     Consulting  Services.  The  Company hereby retains the Consultant as
Chief  Executive  Officer,  President, and Secretary ("Employment"), to provide,
and  the  Consultant hereby agrees to provide, financial, management and general
business  advisory  services  (the "Services") to the Company as the Company may
reasonably  deem  to  be necessary and beneficial to its efficient and effective
operation  of  its  business  operations  in  general.  Such  Services  shall be
rendered  on  a  non-exclusive  basis.

     1.5.     Consulting  Period.  (a)  The  period  during which the Consultant
shall  render  the  Services  shall  commence on the date hereof (the "EFFECTIVE
DATE")  and shall continue for a period of sixty (60) months.  This Agreement is
automatically  renewable  for  successive one-year terms.  The Consultant or the
Company  shall  provide  the  other  with written notice of non-renewal at least
thirty  (30)  days,  but  not  more  than sixty (60) days, before the end of the
period  of  Employment.

     2.  Scope  of  Employment.

          (a)  During  the  Employment, Consultant will serve as Chief Executive
     Officer,  President  and Secretary. In that connection, Consultant will (i)
     devote his time, attention, and energies to the business of the Company and
     will  diligently and to the best of his ability perform all duties incident
     to  his  employment  hereunder;  (ii)  use  his best efforts to promote the
     interests  and goodwill of the Company; and (iii) perform such other duties
     commensurate  with  his office as the Board of Directors of the Company may
     from  time-to-time  assign  to  him;

          (b)  Section 2(a) shall not be construed as preventing Consultant from
     (i) serving on corporate, civic or charitable boards or committees, or (ii)
     from  giving  Consultant  the  ability  to  consult  with  and assist other
     companies  and  individuals  so  as  not  to be adverse or compete with the
     Company.

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     3.  Compensation  and  Benefits During Agreement. During the Agreement, the
Company  shall  provide  compensation  to  Consultant  as  follows.

          (a)  Company  shall pay Consultant a base compensation of $200,000 per
     year  to  LSC  Capital Advisers Corporation of which Consultant is the sole
     beneficial  owner.  Consultant  shall be responsible for the payment of all
     taxes  to  the  Internal Revenue Service as well as any and all other taxes
     payable  in the United States including taxes payable to any state or local
     jurisdiction.  Consultant  indemnifies  the  Company  with  respect  to the
     payment  of any and all taxes owing and due from Consultant's compensation.

          (b)  Executive shall receive 850,000 options to purchase shares of the
     Company's  common  at an exercise price of $0.75 per share (the "Options"),
     which  options  shall vest to Executive as provided in the Option Agreement
     which  evidences  the  Options and shall expire on the fifth anniversary of
     their  grant  date  August 2, 2006, or as otherwise provided in the Option
     agreement.  In  the  event  of  a consolidation or merger or sale of all or
     substantially  all of the assets of the Company in which outstanding shares
     of  the  Company's common stock are exchanged for securities, cash or other
     property  of  any  other  corporation,  firm,  partnership,  joint venture,
     association, or business entity, the Company is otherwise acquired or there
     is  a  change  of  control  of the Company (receipt of more than 50% of the
     outstanding shares of the Company, the Company otherwise being acquired, or
     a  change  in  control  of  the  Company are collectively referred to as an
     "Acquisition"),  or in the event of liquidation of the Company, the Options
     shall  immediately  vest.

          (c)  The  Company  shall  reimburse  Consultant  for business expenses
     incurred by Consultant in connection with the Employment in accordance with
     the  Company's  then-current  policies.

          (d)  Consultant  will be entitled to thirty (30) days of paid time off
     (PTO)  per  year.  PTO  days  shall  begin  on  the 1st of January for each
     successive  year.  Unused PTO days shall expire on December 31 of each year
     and  shall not roll-over into the next year. Other than the use of PTO days
     for  illness  or  personal  emergencies,  PTO  days must be pre-approved by
     Company.

          (e)  Consultant  will  be  entitled  to  participate  in any incentive
     program  or  discretionary  bonus  program  of  the  Company  which  may be
     implemented  in  the  future  by  the  Board  of  Directors.

          (f)  Consultant  will  be  entitled to participate in any stock option
     plan  of  the  Company  which may be approved in the future by the Board of
     Directors.

          (g)  The  Company  hereby  agrees  to maintain a director and officers
     insurance  policy  of at least $1,000,000 coverage in full force and effect
     during  Consultant's  period  of  Employment  including  renewals  of  this
     Agreement.

          Any  act,  or failure to act, based upon authority given pursuant to a
     resolution  duly  adopted  by the Board or based upon the advice of counsel
     for the Company shall be conclusively presumed to be done, or omitted to be
     done,  by Consultant in good faith and in the best interests of the Company
     and  thus  shall  not  be  deemed  grounds  for  Termination  for  Cause.

     4.  Confidential  Information.

          (a)  Consultant  acknowledges  that  the law provides the Company with
     protection  for  its trade secrets and confidential information. Consultant
     will  not  disclose,  directly  or  indirectly,  any  of  the  Company's
     confidential  business information or confidential technical information to
     anyone without authorization from the Company's management. Consultant will
     not  use  any  of  the  Company's  confidential  business  information  or

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     confidential  technical  information in any way, either during or after the
     Employment  with  the  Company,  except  as  required  in the course of the
     Employment.

          (b)  Consultant  will  strictly  adhere to any obligations that may be
     owed to former employers insofar as Consultant's use or disclosure of their
     confidential  information  is  concerned.

          (c)  Information  will  not  be  deemed  part  of  the  confidential
     information  restricted  by this Section 4 if Consultant can show that: (i)
     the  information  was  in  Consultant's  possession  or within Consultant's
     knowledge  before  the  Company  disclosed  it  to  Consultant;  (ii)  the
     information  was or became generally known to those who could take economic
     advantage  of  it;  (iii)  Consultant obtained the information from a party
     having  the  right  to  disclose  it to Consultant without violation of any
     obligation  to  the Company, or (iv) Consultant is required to disclose the
     information  pursuant  to  legal  process (e.g., a subpoena), provided that
     Consultant  notifies  the  Company  immediately  upon receiving or becoming
     aware  of the legal process in question. No combination of information will
     be deemed to be within any of the four exceptions in the previous sentence,
     however,  whether  or not the component parts of the combination are within
     one  or  more  exceptions,  unless  the combination itself and its economic
     value  and  principles of operation are themselves within such an exception
     or  exceptions.

          (d) All originals and all copies of any drawings, blueprints, manuals,
     reports,  computer programs or data, notebooks, notes, photographs, and all
     other  recorded,  written,  or  printed  matter  relating  to  research,
     manufacturing  operations,  or  business of the Company made or received by
     Consultant  during  the  Employment  are  the property of the Company. Upon
     Termination  of  the  Employment, whether or not for Cause, Consultant will
     immediately  deliver  to  the Company all property of the Company which may
     still  be  in Consultant's possession. Consultant will not remove or assist
     in  removing  such  property  from  the  Company's  premises  under  any
     circumstances,  either  during the Employment or after Termination thereof,
     except  as  authorized  by  the  Company's  management.

          (e)  For a period of One (1) year after the date of Termination of the
     Employment,  Consultant  will  not,  either directly or indirectly, hire or
     employ  or offer or participate in offering employment to any person who at
     the  time  of  such  Termination or at any time during such one year period
     following  the  time  of  such  Termination  was an employee of the Company
     without  the  prior  written  consent  of  the  Company.

     5.  Ownership  of  Intellectual  Property.

          (a)  The Company will be the sole owner of any and all of Consultant's
     Inventions  that  are related to the Company's business, as defined in more
     detail  below.

          (b) For purposes of this Agreement, "Inventions" means all inventions,
     discoveries,  and  improvements  (including,  without  limitation,  any
     information  relating  to  manufacturing  techniques,  processes, formulas,
     developments  or  experimental  work,  work  in progress, or business trade
     secrets),  along  with  any  and  all  other work product relating thereto.

          (c)  An  Invention  is  "related  to  the  Company's  business"
     ("Company-Related  Invention")  if  it  is  made,  conceived, or reduced to
     practice  by  Consultant (in whole or in part, either alone or jointly with
     others,  whether  or  not  during  regular  working  hours), whether or not
     potentially  patentable  or  copyrightable in the U.S. or elsewhere, and it
     either:  (i)  involves  equipment,  supplies,  facilities,  or trade secret
     information of the Company; (ii) involves the time for which Consultant was
     or  is  to  be compensated by the Company; (iii) relates to the business of
     the  Company  or  to  its  actual  or demonstrably anticipated research and
     development;  or  (iv) results, in whole or in part, from work performed by
     Consultant  for  the  Company.

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          (d)  Consultant  will  promptly  disclose  to  the  Company,  or  its
     nominee(s),  without  additional  compensation,  all  Company-Related
     Inventions.

          (e)  Consultant  will assist the Company, at the Company's expense, in
     protecting  any intellectual property rights that may be available anywhere
     in the world for such Company-Related Inventions, including signing U.S. or
     foreign  patent applications, oaths or declarations relating to such patent
     applications,  and  similar  documents.

          (f) To the extent that any Company-Related Invention is eligible under
     applicable  law  to  be  deemed  a "work made for hire," or otherwise to be
     owned  automatically  by  the  Company,  it will be deemed as such, without
     additional  compensation  to  Consultant. In some jurisdictions, Consultant
     may have a right, title, or interest ("Right," including without limitation
     all  right,  title,  and  interest arising under patent law, copyright law,
     trade-secret  law, or otherwise, anywhere in the world, including the right
     to  sue  for  present  or  past  infringement)  in  certain Company-Related
     Inventions that cannot be automatically owned by the Company. In that case,
     if  applicable  law  permits  Consultant to assign Consultant's Right(s) in
     future  Company-Related  Inventions  at  this  time, then Consultant hereby
     assigns  any  and  all  such  Right(s)  to  the Company, without additional
     compensation  to  Consultant;  if not, then Consultant agrees to assign any
     and  all such Right(s) in any such future Company-Related Inventions to the
     Company  or its nominee(s) upon request, without additional compensation to
     Consultant.

     6.  Non-competition.  As  a  condition  to,  and  in  consideration of, the
Company's  entering into this Agreement, and giving Consultant access to certain
confidential  and  proprietary  information,  which  Consultant  recognizes  is
valuable  to  the  Company  and,  therefore,  its  protection  and  maintenance
constitutes  a  legitimate  interest  to  be protected by the provisions of this
Section  6  as  applied  to Consultant and other employees similarly situated to
Consultant, and for ten dollars ($10) and other good and valuable consideration,
the  receipt and sufficiency of which Consultant hereby acknowledges, Consultant
acknowledges  and  hereby  agrees  as  follows:

          (a)  that  Consultant  is  and  will be engaged in the business of the
     Company;

          (b)  that  Consultant  has occupied a position of trust and confidence
     with  the  Company prior to the Effective Date, and that during such period
     and  the period of Consultant's Employment under this Agreement, Consultant
     has,  and  will,  become familiar with the Company's trade secrets and with
     other  proprietary  and  confidential  information  concerning the Company;

          (c) that the obligations of this Agreement are directly related to the
     Employment  and  are necessary to protect the Company's legitimate business
     interests;  and that the Company's need for the covenants set forth in this
     Agreement  is  based  on the following: (i) the substantial time, money and
     effort  expended  and to be expended by the Company in developing technical
     designs,  computer  program  source  codes,  marketing  plans  and  similar
     confidential  information; (ii) the fact that Consultant will be personally
     entrusted  with  the  Company's  confidential  and proprietary information;
     (iii)  the  fact  that, after having access to the Company's technology and
     other confidential information, Consultant could become a competitor of the
     Company;  and (iv) the highly competitive nature of the Company's industry,
     including  the  premium  that competitors of the Company place on acquiring
     proprietary  and  competitive  information;  and

          (d) that for a period commencing on the Effective Date and ending nine
     (9) months following Termination as provided in Section 11, Consultant will
     not,  directly  or  indirectly,  serve  as  employee,  agent,  consultant,
     stockholder,  director,  co-partner  or  in  any  other  individual  or
     representative  capacity,  own, operate, manage, control, engage in, invest
     in or participate in any manner in, act as consultant or advisor to, render
     services for (alone or in association with any person, firm, corporation or
     entity),  or  otherwise  assist  any  person  or  entity  that  directly or
     indirectly  engages  or  proposes  to  engage  in  (i)  the  same,  or  a
     substantially  similar,  type  of  business  as  that  in which the Company
     engages;  or  (ii) the business of distribution or sale of (A) products and

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     services  distributed,  sold  or  license  by  the  Company  at the time of
     termination;  or  (B)  products  and  services  proposed  at  the  time  of
     Termination to be distributed, sold or licensed by the Company, anywhere in
     North  America  (the  "Territory");  provided,  however

          (e)  that  nothing  contained  herein  shall  be  construed to prevent
     Consultant  from  investing  in  the  stock  or securities of any competing
     corporation listed on any recognized national securities exchange or traded
     in  the  over the counter market in the United States, but only if (i) such
     investment  is  of a totally passive nature and does not involve Consultant
     devoting  time  to  the  management  or  operations of such corporation and
     Consultant  is  not otherwise involved in the business of such corporation;
     and  if  (ii)  Consultant  and  his  associates (as such term is defined in
     Regulation  14(A) promulgated under the Securities Exchange Act of 1934, as
     in  effect  on  the  Effective Date), collectively, do not own, directly or
     indirectly,  more  than an aggregate of two percent (2%) of the outstanding
     stock  or  securities  of  such  corporation.

     7.  Legal  Fees  and  Expenses.  In the event of a lawsuit, arbitration, or
other  dispute-resolution  proceeding between the Company and Consultant arising
out of or relating to this Agreement, the prevailing party, in the proceeding as
a  whole  and/or in any interim or ancillary proceedings (e.g., opposed motions,
including  without  limitation  motions  for preliminary or temporary injunctive
relief)  will be entitled to recover its reasonable attorneys' fees and expenses
unless  the court or other forum determines that such a recovery would not serve
the  interests  of  justice.

     8.  Successors.

          (a)  This  Agreement shall inure to the benefit of and be binding upon
     (i)  the  Company  and  its  successors  and  assigns;  (ii) Consultant and
     Consultant's  heirs  and  legal  representatives,  except that Consultant's
     duties  and  responsibilities under this Agreement are of a personal nature
     and  will  not  be  assignable  or delegable in whole or in part; and (iii)
     Consultant  Parties  as  provided  in  Section  10.

          (b)  The  Company  will  require  any  successor  (whether  direct  or
     indirect,  by purchase, merger, consolidation, Acquisition or otherwise) to
     all  or  substantially  all of the business and/or assets of the Company to
     assume expressly and agree to perform this Agreement in the same manner and
     to  the  same extent that the Company would be required to perform it if no
     such  succession  had taken place. As used in this Agreement, "the Company"
     shall  mean  the  Company  as hereinbefore defined and any successor to its
     business  and/or  assets  as  aforesaid which assumes and agrees to perform
     this  Agreement  by  operation  of  law,  or  otherwise.

     9.  Arbitration.

          (a)  Except  as set forth in paragraph (b) of this Section 9 or to the
     extent  prohibited  by  applicable  law,  any dispute, controversy or claim
     arising  out  of or relating to this Agreement will be submitted to binding
     arbitration  before  a  single  arbitrator  in accordance with the National
     Rules for the Resolution of Employment Disputes of the American Arbitration
     Association  in  effect  on  the  date  of  the demand for arbitration. The
     arbitration  shall  take  place  before  a  single  arbitrator,  who  will
     preferably  but not necessarily be a lawyer. Unless otherwise agreed by the
     parties, the arbitration shall take place in the city in which Consultant's
     principal office space is located at the time of the dispute or was located
     at  the  time  of  Termination  of  the  Employment  (if  applicable).  The
     arbitrator  is  hereby  directed  to  take  all  reasonable  measures  not
     inconsistent  with  the  interests of justice to expedite, and minimize the
     cost  of,  the  arbitration  proceedings.

          (b)  To  protect  inventions,  trade  secrets,  or  other confidential
     information  of Section 4, and/or to enforce the non-competition provisions

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     of Section 6, the Company may seek temporary, preliminary, and/or permanent
     injunctive  relief  in  a  court  of  competent jurisdiction, in each case,
     without  waiving  its  right  to  arbitration.

          (c)  At  the  request  of  either  party,  the arbitrator may take any
     interim measures s/he deems necessary with respect to the subject matter of
     the dispute, including measures for the preservation of confidentiality set
     forth  in  this  Agreement.

          (d)  Judgment upon the award rendered by the arbitrator may be entered
     in  any  court  having  jurisdiction.

     10.  Indemnification.

          (a)  The Company agrees to indemnify and hold harmless Consultant, his
     nominees  and/or assigns (a reference in this Section 10 to Consultant also
     includes  a  reference to Consultant's nominees and/or assigns) against any
     and all losses, claims, damages, obligations, penalties, judgments, awards,
     liabilities,  costs,  expenses  and  disbursements (incurred in any and all
     actions,  suits,  proceedings and investigations in respect thereof and any
     and  all  legal  and  other  costs,  expenses  and  disbursements in giving
     testimony  or furnishing documents in response to a subpoena or otherwise),
     including without limitation, the costs, expenses and disbursements, as and
     when  incurred,  of  investigating, preparing or defending any such action,
     suit,  proceeding  or  investigation  that  is  in  any  way related to the
     Consultant's employment with the Company (whether or not in connection with
     any  action  in which the Consultant is a party). Such indemnification does
     not  apply to acts performed by Consultant, which are criminal in nature or
     a  violation of law. The Company also agrees that Consultant shall not have
     any  liability  (whether  direct  or  indirect,  in  contract  or  tort, or
     otherwise)  to  the  Company, for, or in connection with, the engagement of
     the  Consultant  under  the  Agreement,  except to the extent that any such
     liability  resulted  primarily  and  directly  from  Consultant's  gross
     negligence  and  willful  misconduct.

          (b)  These  indemnification  provisions  shall  be  in addition to any
     liability which the Company may otherwise have to Consultant or the persons
     indemnified  below  in this sentence and shall extend to the following: the
     Consultant,  his  affiliated  entities, partners, employees, legal counsel,
     agents,  and  controlling  persons  (within  the  meaning  of  the  federal
     securities  laws),  and  the officers, directors, employees, legal counsel,
     agents,  and  controlling  persons  of  any of them (collectively, the "the
     Consultant  Parties").

          (c)  If any action, suit, proceeding or investigation is commenced, as
     to  which  any  of the Consultant parties propose indemnification under the
     Agreement,  they  shall  notify  the  Company  with  reasonable promptness;
     provided  however,  that  any  failure  to  so notify the Company shall not
     relieve  the Company from its obligations hereunder. The Consultant Parties
     shall  have the right to retain counsel of their own choice (which shall be
     reasonably  acceptable  by  the Company) to represent them, and the Company
     shall  pay  fees,  expenses  and  disbursements  of  such counsel; and such
     counsel  shall,  to  the  extent  consistent  with  its  professional
     responsibilities,  cooperate with the Company and any counsel designated by
     the  Company.  The  Company shall be liable for any settlement of any claim
     against  the  Consultant  Parties  made with the Company's written consent,
     which  consent  shall  not be unreasonably withheld. The Company shall not,
     without  the  prior  written  consent of the party seeking indemnification,
     which  shall not be reasonably withheld, settle or compromise any claim, or
     permit  a  default  or  consent  to  the  entry  of any judgment in respect
     thereof,  unless  such  settlement,  compromise  or consent includes, as an
     unconditional term thereof, the giving by the claimant to the party seeking
     indemnification  of  an unconditional release from all liability in respect
     of  such  claim.

          (d)  The  indemnification  provided  by  this  Section 10 shall not be
     deemed  exclusive  of,  or  to  preclude,  any  other rights to which those
     seeking  indemnification  may  at  any time be entitled under the Company's
     Articles  of  Incorporation,  Bylaws,  any  law,  agreement  or  vote  of
     shareholders  or disinterested Directors, or otherwise, or under any policy

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     or  policies of insurance purchased and maintained by the Company on behalf
     of  Consultant, both as to action in his Employment and as to action in any
     other  capacity.

          (e)  Neither Termination nor completion of the Employment shall effect
     these  indemnification  provisions which shall then remain operative and in
     full  force  and  effect.

     11.  Termination

          This  Agreement  and  the  consulting relationship created hereby will
terminate (i) upon the disability or death of Consultant under Section 11 (a) or
11(b); (ii) with cause under Section 11 (c); (iii) for good reason under Section
11  (d);  (iv)  or  without  cause  under  Section  11(e).

          (a)  Disability.  Company  shall  have  the  right  to  terminate  the
               employment  of  Consultant under this Agreement for disability in
               the event Consultant suffers an injury, illness, or incapacity of
               such  character  as  to substantially disable him from performing
               his  duties  without  reasonable  accommodation  by  Consultant
               hereunder  for  a period of more than sixty (60) consecutive days
               upon  Company  giving at least thirty (30) days written notice of
               termination.

          (b)  Death.  This  agreement  will  terminate  on  the  Death  of  the
               Consultant.

          (c)  With Cause.  Company  may  terminate  this  Agreement at any time
               because  of,  (i)  the conviction of Consultant of an act or acts
               constituting  a  felony  involving moral turpitude, dishonesty or
               theft  or  fraud;  or  (ii)  Consultant's gross negligence in the
               performance  of  his  duties  hereunder.

          (d)  Good Reason.  The  Consultant  may  terminate  his employment for
               "Good  Reason" by giving Company ten (10) days written notice if:

               (i)  he is assigned,  without  his  express  written  consent,
                    any  duties  materially  inconsistent  with  his  positions,
                    duties,  responsibilities,  or status with Company as of the
                    date  hereof,  or a change in his reporting responsibilities
                    or  titles  as  in  effect  as  of  the  date  hereof;

               (ii) his compensation  is  reduced;  or

               (iii) Company  does  not  pay  any  material  amount  of
                    compensation due hereunder and then fails either to pay such
                    amount  within  the  ten (10) day notice period required for
                    termination  hereunder  or  to  contest  in  good faith such
                    notice.

          (e)  Without  Cause.  Company  may  terminate  this  Agreement without
               cause.

     12.  Obligations  of  Company  Upon  Termination.

          (a)  In  the  event  of  the  termination  of  Consultant's employment
     pursuant to Section 11 (a), (b) or (c), Consultant will be entitled only to
     the compensation earned by him hereunder as of the date of such termination
     (plus  life  insurance  or  disability  benefits).

          (b)  In  the  event  of  the  termination  of  Consultant's employment
     pursuant  to  Section 11 (d) or (e), Consultant will be entitled to receive
     as  severance  pay,  an  amount equal to $250,000 in addition to all of the
     unpaid  payments  of salary through the end of the Consulting Period in one

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     lump  sum.  In addition to the severance pay, the Options shall immediately
     vest  following  the  termination of the Executive's employment pursuant to
     Section  11  (d)  or  (e).


     13.  Other  Provisions.

          (a)  All notices and statements with respect to this Agreement must be
     in  writing.  Notices  to the Company shall be delivered to the Chairman of
     the  Board  or any vice president of the Company. Notices to Consultant may
     be  delivered  to Consultant in person or sent to Consultant's then-current
     mailing  address  as  indicated  in  the  Company's  records.

          (b)  This  Agreement  sets  forth  the entire agreement of the parties
     concerning  the  subjects  covered  herein;  there  are  no  promises,
     understandings, representations, or warranties of any kind concerning those
     subjects  except  as  expressly  set  forth  in  this  Agreement.

          (c)  Any  modification of this Agreement must be in writing and signed
     by all parties; any attempt to modify this Agreement, orally or in writing,
     not  executed  by  all  parties  will  be  void.

          (d)  If  any provision of this Agreement, or its application to anyone
     or  under  any circumstances, is adjudicated to be invalid or unenforceable
     in  any  jurisdiction,  such invalidity or unenforceability will not affect
     any  other  provision  or  application of this Agreement which can be given
     effect  without  the  invalid or unenforceable provision or application and
     will  not  invalidate or render unenforceable such provision or application
     in  any  other  jurisdiction.

          (e)  This Agreement will be governed and interpreted under the laws of
     the  United  States  of  America  and  the laws of the State of Illinois as
     applied  to  contracts  made  and  carried  out in Illinois by residents of
     Illinois.

          (f)  No  failure on the part of any party to enforce any provisions of
     this Agreement will act as a waiver of the right to enforce that provision.

          (g)  Section headings are for convenience only and shall not define or
     limit  the  provisions  of  this  Agreement.

          (h)  This  Agreement  may be executed in several counterparts, each of
     which  is  an  original.  It shall not be necessary in making proof of this
     Agreement  or  any  counterpart hereof to produce or account for any of the
     other  counterparts. A copy of this Agreement signed by one party and faxed
     to another party shall be deemed to have been executed and delivered by the
     signing party as though an original. A photocopy of this Agreement shall be
     effective  as  an  original  for  all  purposes.







      [Remainder of page left intentionally blank. Signature page follows.]

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     14.  Summary  of  Terms  of  Employment

          Effective  Date                   August  1,  2006

          Term  &  Commitment               Sixty  months,  full-time, renewable

          Office  /  Position               Chief  Executive Officer, President,
                                            and  Secretary

          Salary                            $200,000  per  year

     This  Agreement  contains  provisions  requiring  binding  arbitration  of
disputes.  By  signing  this  Agreement, Consultant acknowledges that he (i) has
read  and  understood the entire Agreement; (ii) has received a copy of it (iii)
has  had  the opportunity to ask questions and consult counsel or other advisors
about  its  terms;  and  (iv)  agrees  to  be  bound  by  it.

Executed  to  be  effective  as  of  the  Effective  Date.


XA,  INC.,                                   CONSULTANT:
----------                                   -----------


/s/ Jean Wilson                              /s/ Joseph Wagner
-------------------------                    ----------------------------
JEAN  WILSON                                 JOSEPH  WAGNER
Chief  Operating  Officer

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