Exhibit 10.12



THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT
BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933, AS AMENDED, AND HAVE BEEN
ACQUIRED  FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR  DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT
SUCH  REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



                                    XA, INC.

                               WARRANT TO PURCHASE
                                  6,667 SHARES
                                 OF COMMON STOCK
                             (SUBJECT TO ADJUSTMENT)
                          (Void after August 8, 2011)

                                                                August 8,  2006

     This  certifies  that  for  value,  Sands  Brothers Venture Capital LLC, or
registered  assigns  (the "HOLDER"), is entitled, subject to the terms set forth
below, at any time from and after August 8, 2006 (the "ORIGINAL ISSUANCE DATE")
and  before 5:00 p.m., Eastern Time, on August 8, 2011 (the "EXPIRATION DATE"),
to  purchase  from  XA, INC., a Nevada corporation (the "COMPANY"), six thousand
six  hundred  sixty  seven  (6,667)  shares  (subject to adjustment as described
herein),  of  common  stock,  par  value  $0.001  per share, of the Company (the
"COMMON  STOCK"),  upon surrender hereof, at the principal office of the Company
referred  to  below, with a duly executed subscription form in the form attached
hereto  as  EXHIBIT  A  and simultaneous payment therefor in lawful, immediately
available money of the United States or otherwise as hereinafter provided, at an
initial  exercise  price per share of $0.30 (the "PURCHASE PRICE"). The Purchase
Price  is subject to further adjustment as provided in SECTION 4 below. The term
"COMMON  STOCK"  shall include, unless the context otherwise requires, the stock
and  other  securities  and property at the time receivable upon the exercise of
this  Warrant.  The  term "WARRANT," as used herein, shall mean this Warrant and
any  other  Warrants  delivered in substitution or exchange therefor as provided
herein.

     This  Warrant  is  being  issued by the Company together with an 11% Senior
Secured  Convertible  Promissory  Note  (the  "NOTE")  pursuant to the terms and
                                               ----
conditions  set forth in the Securities Purchase Agreement dated the date hereof
by and between the Holder, each other Warrantholder and the Company (the "SPA"),
                                                                          ---
in  connection  with  the  sale by the Company of $1,250,000 aggregate principal
amount  of  Notes  (the  "BRIDGE  FINANCING").
                          -----------------

<PAGE>

     1. Exercise. This Warrant may be exercised at any time or from time to time
        --------
from and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on
August 8,  2011,  on any business day, for the full number of shares of Common
Stock  called  for  hereby,  by  surrendering  it at the principal office of the
Company,  at  875 North Michigan Avenue, Suite 2626, Chicago, IL 60611, with the
subscription form duly executed, together with payment in an amount equal to (a)
the  number  of  shares  of Common Stock called for on the face of this Warrant,
multiplied  (b) by the Purchase Price. Payment of the Purchase Price may be made
at  Holder's  choosing either: (1) by payment in immediately available funds; or
(2)  in  lieu of any cash payment, if this Warrant is exercised on a date when a
Registration  Statement  (as  defined  in  the  Registration  Rights Agreement),
covering the resale of the shares of Common Stock issuable upon exercise of this
Warrant  has  not  been  declared  effective  by  the  Securities  and  Exchange
Commission  (the  "COMMISSION"),  or is no longer in effect, in exchange for the
                   ----------
number  of  shares  of  Common  Stock  equal to the product of (x) the number of
shares  to  which the Warrants are being exercised multiplied by (y) a fraction,
the numerator of which is the Purchase Price and the denominator of which is the
Fair  Market  Value  (as  defined below). This Warrant may be exercised for less
than  the  full  number of shares of Common Stock at the time called for hereby,
except that the number of shares receivable upon the exercise of this Warrant as
a whole, and the sum payable upon the exercise of this Warrant as a whole, shall
be  proportionately  reduced.  Upon  a  partial  exercise  of  this  Warrant  in
accordance  with  the terms hereof, this Warrant shall be surrendered, and a new
Warrant  of the same tenor and for the purchase of the number of such shares not
purchased  upon  such  exercise shall be issued by the Company to Holder without
any  charge  therefor.  A  Warrant  shall  be  deemed  to  have  been  exercised
immediately  prior  to  the  close  of business on the date of its surrender for
exercise  as  provided  above,  and the person entitled to receive the shares of
Common  Stock  issuable  upon such exercise shall be treated for all purposes as
the  holder  of  such shares of record as of the close of business on such date.
Within  two  (2)  business  days  after  such  date, the Company shall issue and
deliver  to  the person or persons entitled to receive the same a certificate or
certificates  for  the  number of full shares of Common Stock issuable upon such
exercise,  together with cash, in lieu of any fraction of a share, equal to such
fraction of the then Fair Market Value on the date of exercise of one full share
of  Common  Stock.

     "FAIR MARKET VALUE" shall mean, as of any date: (i) if shares of the Common
      -----------------
Stock  are  listed on a national securities exchange, the average of the closing
prices  as  reported  for composite transactions during the ten (10) consecutive
trading  days preceding the trading day immediately prior to such date or, if no
sale  occurred on a trading day, then the mean between the closing bid and asked
prices  on such exchange on such trading day; (ii) if shares of the Common Stock
are  not  so  listed  but  are traded on the NASDAQ National Market ("NNM"), the
                                                                      ---
average  of  the  closing  prices  as  reported  on  the NNM during the ten (10)
consecutive  trading  days  preceding  the trading day immediately prior to such
date or, if no sale occurred on a trading day, then the mean between the highest
bid  and lowest asked prices as of the close of business on such trading day, as
reported  on the NNM; or if applicable, the Nasdaq Capital Market ("NCM"), (iii)
                                                                    ---
if  not  then  included  for quotation on the NNM or the NCM, the average of the
highest  reported  bid  and  lowest reported asked prices as reported by the OTC
Bulletin  Board of the National Quotation Bureau, as the case may be; or (iv) if
the  shares  of  the  Common Stock are not then publicly traded, the fair market
price of the Common Stock as determined in good faith by the independent members
of  the  Board  of  Directors  of  the  Company and the Holders of all Warrants.

<PAGE>

     2.  Shares  Fully Paid; Payment of Taxes. All shares of Common Stock issued
         ------------------------------------
upon  the  exercise  of  this  Warrant  shall  be validly issued, fully paid and
non-assessable,  and  the  Company  shall  pay  all taxes and other governmental
charges  (other  than income taxes to the holder) that may be imposed in respect
of  the  issue  or  delivery  thereof.

     3.  Transfer and Exchange. (a) Neither this Warrant nor the Common Stock to
         ---------------------
be issued upon exercise hereof (the "WARRANT SHARES") have been registered under
                                     --------------
the  Act  or  any state securities laws ("BLUE SKY LAWS"). This Warrant has been
                                          -------------
acquired  for  investment purposes and not with a view to distribution or resale
and may not be pledged, hypothecated, sold, made subject to a security interest,
or  otherwise  transferred  without: (i) an effective registration statement for
such Warrant under the Act and such applicable Blue Sky Laws; or (ii) an opinion
of  counsel  reasonably  satisfactory  to  the  Company that registration is not
required  under  the  Act  or  under  any  applicable  Blue  Sky  Laws.

          (b)  Upon compliance with applicable federal and state securities laws
     as  set forth in SECTION 3(A), above, this Warrant and all rights hereunder
                      -----------
     are  transferable,  in  whole  or  in  part,  on  the  books of the Company
     maintained for such purpose at its Principal Office by the Holder in person
     or  by  duly  authorized  attorney, upon surrender of this Warrant together
     with  a  completed and executed assignment form in the form attached hereto
     as  EXHIBIT  B,  and  payment  of  any  necessary  transfer  tax  or  other
         ----------
     governmental  charge imposed upon such transfer. Upon any partial transfer,
     the  Company  will  issue  and  deliver  to the assignee a new Warrant with
     respect to the shares of Common Stock for which it is exercisable that have
     been  transferred, and will deliver to the Holder a new Warrant or Warrants
     with  respect  to  the shares of Common Stock not so transferred. A Warrant
     may  be  transferred  only  by  the procedure set forth herein. No transfer
     shall  be  effective  until  such  transfer is recorded on the books of the
     Company,  provided  that such transfer is recorded promptly by the Company,
     and  until  such  transfer  on  such  books,  the  Company  shall treat the
     registered  Holder  hereof  as  the  owner of the Warrant for all purposes.

          (c)  This  Warrant  is exchangeable at the Principal Office for two or
     more  new  Warrants, each in the form of this Warrant, to purchase the same
     aggregate  number  of shares of Common Stock, each new Warrant to represent
     the  right  to purchase such number of shares as the Holder shall designate
     at  the  time of such exchange, but which shall not exceed the total number
     of  shares  for  which  this  Warrant may be from time to time exercisable.

          (d)  Transfer  of  the Warrant Shares issued upon the exercise of this
     Warrant  shall  be  restricted in the same manner and to the same extent as
     the  Warrant,  and  the certificates representing such Warrant Shares shall
     bear  substantially  the  following  legend, until such Warrant Shares have
     been  registered  under  the  Act  or may be removed as otherwise permitted
     under  the  Act:

           "THE  SHARES  OF  COMMON  STOCK  REPRESENTED  BY THIS CERTIFICATE
            HAVE  NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED  (THE  "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND
            MAY  NOT  BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER

<PAGE>

            THE  ACT  OR  SUCH  APPLICABLE  STATE  SECURITIES LAWS SHALL HAVE
            BECOME  EFFECTIVE  WITH REGARD THERETO, OR (ii) IN THE OPINION OF
            COUNSEL  SATISFACTORY  TO THE COMPANY, REGISTRATION UNDER THE ACT
            OR  SUCH  APPLICABLE  STATE  SECURITIES  LAWS  IS NOT REQUIRED IN
            CONNECTION  WITH  SUCH  PROPOSED  TRANSFER."

          (e)  The  Holder and the Company agree to execute such other documents
     and  instruments  as  counsel  to the Company deems necessary to effect the
     compliance  of  the  issuance of this Warrant and any Warrant Shares issued
     upon  exercise  hereof  with  applicable federal and state securities laws,
     including  compliance  with  applicable  exemptions  from  the registration
     requirements  of  such  laws.

     4.  Anti-Dilution  Provisions. The Purchase Price in effect at any time and
         -------------------------
the number and kind of securities issuable upon conversion of this Warrant shall
be  subject to adjustment from time to time upon the happening of certain events
as  follows:

          A. Adjustment for Stock Splits and Combinations. If the Company at any
             --------------------------------------------
     time  or  from  time  to time on or after the date of Warrant issuance (the
     "ORIGINAL  ISSUANCE  DATE") effects a subdivision of the outstanding Common
      ------------------------
     Stock,  the  Purchase  Price  then  in  effect  immediately  before  that
     subdivision  shall  be  proportionately  decreased,  and conversely, if the
     Company  at any time or from time to time on or after the Original Issuance
     Date  combines the outstanding shares of Common Stock into a smaller number
     of  shares,  the  Purchase  Price  then  in  effect  immediately before the
     combination  shall  be proportionately increased. Any adjustment under this
     SECTION4(A) shall become effective at the close of business on the date the
     ----------
     subdivision  or  combination  becomes  effective.

          B.  Adjustment for Certain Dividends and Distributions. If the Company
              --------------------------------------------------
     at  any  time  or  from time to time on or after the Original Issuance Date
     makes  or  fixes  a  record date for the determination of holders of Common
     Stock  entitled  to  receive,  a  dividend or other distribution payable in
     additional shares of Common Stock, then and in each such event the Purchase
     Price then in effect shall be decreased as of the time of such issuance or,
     in the event such record date is fixed, as of the close of business on such
     record date, by multiplying the Purchase Price then in effect by a fraction
     (1)  the  numerator  of which is the total number of shares of Common Stock
     issued  and  outstanding  immediately prior to the time of such issuance or
     the  close of business on such record date and (2) the denominator of which
     shall  be the total number of shares of Common Stock issued and outstanding
     immediately  prior to the time of such issuance or the close of business on
     such  record  date  plus  the  number of shares of Common Stock issuable in
     payment  of  such dividend or distribution; provided, however, that if such
                                                 --------  -------
     record  date  is  fixed  and  such  dividend  is  not fully paid or if such
     distribution  is  not  fully  made on the date fixed therefor, the Purchase
     Price  shall  be recomputed accordingly as of the close of business on such
     record date and thereafter the Purchase Price shall be adjusted pursuant to
     this  SECTION4(B)  as  of  the  time of actual payment of such dividends or
           ----------
     distributions.

          C. Adjustments for Other Dividends and Distributions. In the event the
             -------------------------------------------------
     Company  at any time or from time to time on or after the Original Issuance

<PAGE>

     Date  makes,  or  fixes  a  record date for the determination of holders of
     Common  Stock entitled to receive, a dividend or other distribution payable
     in securities of the Company other than shares of Common Stock, then and in
     each  such  event  provision  shall be made so that the Holders of Warrants
     shall receive upon exercise thereof, in addition to the number of shares of
     Common  Stock receivable thereupon, the amount of securities of the Company
     which  they  would  have  received  had  their Warrants been exercised into
     Common  Stock on the date of such event and had they thereafter, during the
     period  from  the  date of such event to and including the conversion date,
     retained  such  securities  receivable  by  them  as  aforesaid during such
     period,  subject  to  all  other  adjustments called for during such period
     under  this  SECTION  4  with  respect  to the rights of the Holders of the
                  ----------
     Warrants.

          D.  Adjustment for Reclassification, Exchange and Substitution. In the
              ----------------------------------------------------------
     event  that  at  any  time  or  from  time to time on or after the Original
     Issuance  Date, the Common Stock issuable upon the exercise of the Warrants
     is  changed  into  the same or a different number of shares of any class or
     classes  of  stock,  whether  by  recapitalization,  reclassification  or
     otherwise  (other  than  a  subdivision  or  combination of shares or stock
     dividend  or  a  reorganization,  merger,  consolidation or sale of assets,
     provided for  elsewhere in this SECTION 4), then and in any such event each
                                     ---------
     Holder of Warrants shall have the right thereafter to exercise such Warrant
     to  receive  the kind and amount of stock and other securities and property
     receivable upon such recapitalization, reclassification or other change, by
     holders  of  the  maximum  number  of shares of Common Stock for which such
     Warrants  could  have  been  exercised  immediately  prior  to  such
     recapitalization,  reclassification  or  change,  all  subject  to  further
     adjustment  as  provided  herein.

          E.  Reorganizations, Mergers, Consolidations or Sales of Assets. If at
              -----------------------------------------------------------
     any  time or from time to time on or after the Original Issuance Date there
     is  a  capital  reorganization  of  the  Common  Stock  (other  than  a
     recapitalization, subdivision, combination, reclassification or exchange of
     shares  provided  for  elsewhere  in  this  SECTION  4)  or  a  merger  or
                                                 ----------
     consolidation  of the Company with or into another corporation, or the sale
     of  all  or substantially all of the Company's properties and assets to any
     other person, then, as a part of such reorganization, merger, consolidation
     or  sale, provision shall be made so that the Holders of the Warrants shall
     thereafter  be entitled to receive upon exercise of the Warrants the number
     of shares of stock or other securities or property to which a holder of the
     number  of  shares  of  Common Stock deliverable upon conversion would have
     been  entitled  on  such  capital reorganization, merger, consolidation, or
     sale.  In  any  such  case,  appropriate  adjustment  shall  be made in the
     application  of  the provisions of this SECTION4 with respect to the rights
     of  the  Holders  of  the  Warrants  after  the  reorganization,  merger,
     consolidation  or  sale  to  the  end that the provisions of this SECTION 4
     (including  adjustment  of the Purchase Price then in effect and the number
     of shares to be received upon exercise of the Warrants) shall be applicable
     after  that  event  and  be  as  nearly  equivalent  as may be practicable.

          F.  Sale  of  Shares  Below  Purchase  Price:
              ----------------------------------------

               (1)  If  at  any time or from time to time following the Original
          Issuance  Date,  the  Company  issues  or  sells,  or is deemed by the
          express  provisions  of  this  SECTION  4(F)  to  have issued or sold,
          Additional Shares of Common Stock (as hereinafter defined), other than
          as  a  dividend  or other distribution on any class of stock and other
          than  upon  a subdivision or combination of shares of Common Stock, in
          either  case as provided in SECTION 4(A) above, for an Effective Price
                                      -----------

<PAGE>

          (as  hereinafter  defined) less than the then existing Purchase Price,
          then  and  in each such case the then existing Purchase Price shall be
          reduced,  as  of  the opening of business on the date of such issue or
          sale,  to  a  price  equal  to the Effective Price for such Additional
          Shares  of  Common  Stock.

               (2)  For  the  purpose  of  making  any adjustment required under
          SECTION  4(F), the consideration received by the Company for any issue
          ------------
          or  sale  of securities shall (I) to the extent it consists of cash be
          computed  at  the  amount of cash received by the Company, (II) to the
          extent  it  consists  of  property other than cash, be computed at the
          fair  value  of that property as determined in good faith by the board
          of  directors of the Company (the "BOARD"), (III) if Additional Shares
                                             -----
          of  Common  Stock,  Convertible Securities (as hereinafter defined) or
          rights or options to purchase either Additional Shares of Common Stock
          or Convertible Securities are issued or sold together with other stock
          or securities or other assets of the Company for a consideration which
          covers  both,  be  computed  as  the  portion  of the consideration so
          received  that may be reasonably determined in good faith by the Board
          to be allocable to such Additional Shares of Common Stock, Convertible
          Securities  or rights or options, and (IV) be computed after reduction
          for  all expenses payable by the Company in connection with such issue
          or  sale.

               (3)  For  the  purpose  of  the adjustment required under SECTION
                                                                         -------
          4(F),  if  the Company issues or sells any rights, warrants or options
          ----
          for  the purchase of, or stock or other securities convertible into or
          exchangeable  for, Additional Shares of Common Stock (such convertible
          or  exchangeable  stock or securities being hereinafter referred to as
          "CONVERTIBLE  SECURITIES")  and  if  the  Effective  Price  of  such
           -----------  ----------
          Additional Shares of Common Stock is less than the Purchase Price then
          in  effect,  then  in  each  case  the Company shall be deemed to have
          issued  at  the time of the issuance of such rights, warrants, options
          or  Convertible  Securities the maximum number of Additional Shares of
          Common  Stock  issuable  upon exercise, conversion or exchange thereof
          and  to have received as consideration for the issuance of such shares
          an  amount  equal  to  the  total amount of the consideration, if any,
          received  by  the  Company  for the issuance of such rights, warrants,
          options  or  Convertible Securities, plus, in the case of such rights,
          warrants  or  options,  the  minimum amounts of consideration, if any,
          payable  to  the Company upon the exercise of such rights, warrants or
          options,  plus,  in  the  case  of Convertible Securities, the minimum
          amounts  of  consideration, if any, payable to the Company (other than
          by  cancellation  of  liabilities  or  obligations  evidenced  by such
          Convertible  Securities)  upon  the conversion or exchange thereof. No
          further  adjustment  of the Purchase Price, adjusted upon the issuance
          of  such rights, warrants, options or Convertible Securities, shall be
          made as a result of the actual issuance of Additional Shares of Common
          Stock  on  the exercise of any such rights, warrants or options or the
          conversion or exchange of any such Convertible Securities. If any such
          rights  or options or the conversion or exchange privilege represented
          by  any  such  Convertible Securities shall expire without having been
          exercised,  the  Purchase  Price  adjusted  upon  the issuance of such
          rights,  warrants,  options  or  Convertible  Securities  shall  be
          readjusted  to  the Purchase Price which would have been in effect had
          an  adjustment  been made on the basis that the only Additional Shares
          of  Common Stock so issued were the Additional Shares of Common Stock,
          if  any,  actually  issued  or  sold  on  the exercise of such rights,
          warrants,  or  options  or  rights  of  conversion or exchange of such
          Convertible Securities, and such Additional Shares of Common Stock, if
          any,  were  issued  or sold for the consideration actually received by

<PAGE>

          the  Company  upon  such  exercise,  plus  the  consideration, if any,
          actually  received by the Company for the granting of all such rights,
          warrants, or options, whether or not exercised, plus the consideration
          received  for  issuing  or selling the Convertible Securities actually
          converted  or  exchanged,  plus  the  consideration,  if any, actually
          received  by the Company (other than by cancellation of liabilities or
          obligations  evidenced  by  such  Convertible  Securities)  on  the
          conversion  or  exchange  of  such  Convertible  Securities.

               (4)  For  the  purpose  of  the adjustment required under SECTION
                                                                         -------
          4(F),  if  the  Company  issues  or sells, or is deemed by the express
          ----
          provisions  of  this  SECTION  4 to have issued or sold, any rights or
                                ----------
          options  for  the  purchase  of  Convertible  Securities  and  if  the
          Effective  Price  of  the Additional Shares of Common Stock underlying
          such  Convertible  Securities  is less than the Purchase Price then in
          effect,  then  in  each  such case the Company shall be deemed to have
          issued  at  the  time  of  the  issuance of such rights or options the
          maximum  number  of  Additional  Shares  of Common Stock issuable upon
          conversion  or  exchange of the total amount of Convertible Securities
          covered  by  such  rights  or  options  and  to  have  received  as
          consideration  for  the  issuance  of such Additional Shares of Common
          Stock an amount equal to the amount of consideration, if any, received
          by  the  Company for the issuance of such rights, warrants or options,
          plus  the  minimum  amounts  of  consideration, if any, payable to the
          Company  upon  the  exercise of such rights, warrants or options, plus
          the  minimum  amount  of consideration, if any, payable to the Company
          (other than by cancellation of liabilities or obligations evidenced by
          such  Convertible  Securities) upon the conversion or exchange of such
          Convertible  Securities.  No further adjustment of the Purchase Price,
          adjusted  upon the issuance of such rights, warrants or options, shall
          be  made  as  a  result  of  the  actual  issuance  of the Convertible
          Securities  upon  the  exercise of such rights, warrants or options or
          upon the actual issuance of Additional Shares of Common Stock upon the
          conversion  or exchange of such Convertible Securities. The provisions
          of paragraph (3) above for the readjustment of the Purchase Price upon
          the  expiration  of  rights,  warrants  or  options  or  the rights of
          conversion  or  exchange of Convertible Securities shall apply mutatis
          mutandis  to  the  rights, warrants options and Convertible Securities
          referred  to  in  this  paragraph  (4).

               (5)  "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of
                     ---------------------------------
          Common  Stock  issued by the Company on or after the Original Issuance
          Date,  whether  or  not  subsequently  reacquired  or  retired  by the
          Company,  other than (I) the Warrant Shares, (II) the shares of Common
          Stock  issuable  upon  conversion  of the Note, (III) shares of Common
          Stock  issuable  upon  exercise  of  warrants, options and convertible
          securities outstanding as of the Original Issuance Date (provided that
          the terms of such warrants, options and convertible securities are not
          modified  after  the  Original  Issuance  Date  to adjust the exercise
          price),  (IV)  shares of Common Stock issued pursuant to any event for
          which  adjustment is made to the Purchase Price under SECTION 4 hereof
                                                                ---------
          or  to  the  exercise  price under the anti-dilution provisions of any
          securities outstanding as of the Original Issuance Date (including the
          Notes),  (V)  up  to  250,000 shares issued for professional services,
          provided  that  such  issuance  is  approved  by the Board, (VI) up to
          25,000  shares  issued  to  Chris  Spencer  as  per  the  terms of his
          consulting  agreement,  or  (VII) up to 666,667 shares of Common Stock
          issuable  to  Mastodon  Ventures,  Inc.  pursuant  to  a  warrant. The
          "EFFECTIVE  PRICE" of Additional Shares of Common Stock shall mean the
           ----------------
          quotient  determined by dividing the total number of Additional Shares
          of  Common Stock issued or sold, or deemed to have been issued or sold
          by   the   Company   under  this  SECTION  4F,   into   the  aggregate
                                            -----------
          consideration  received,  or  deemed  to  have  been  received, by the
          Company  for   such  issue  under this SECTION 4F, for such Additional
                                                 ----------
          Shares  of  Common  Stock.

<PAGE>

               (6)  Other  than  a  reduction  pursuant  to  its  applicable
          anti-dilution provisions, any reduction in the conversion price of any
          Convertible  Security,  whether  outstanding  on the Original Issuance
          Date  or  thereafter,  or the price of any option, warrant or right to
          purchase  Common  Stock  or  any  Convertible  Security  (whether such
          option,  warrant or right is outstanding on the Original Issuance Date
          or  thereafter),  to an Effective Price less than the current Purchase
          Price,  shall be deemed to be an issuance of such Convertible Security
          and  all such options, warrants or rights at such Effective Price, and
          the  provisions  of  SECTIONS 4(F)(3), (4) and (5) shall apply thereto
                               ----------------------------
          mutatis  mutandis.
          -----------------

               (7) Any time an adjustment is made to the Purchase Price pursuant
          to SECTION 4(F), a corresponding proportionate change shall be made to
             -----------
          the  number of shares of Common Stock issuable upon conversion of this
          Warrant.

          G.  No  Adjustments  in  Certain  Circumstances.  No adjustment in the
              -------------------------------------------
     Purchase  Price  shall  be required unless such adjustment would require an
     increase  or decrease of at least one ($0.01) cent in such price; provided,
                                                                       --------
     however,  that any adjustments which by reason of this SECTION 4(G) are not
     -------                                                -----------
     required  to be made shall be carried forward and taken into account in any
     subsequent adjustment required to be made hereunder. All calculations under
     this  SECTION  4(G)  shall  be  made  to the nearest cent or to the nearest
           ------------
     one-hundredth  of  a  share,  as  the  case  may  be.

     5.  Notices  of  Record  Date.  In  case:
         -------------------------

          A.  the Company shall take a record of the holders of its Common Stock
     (or  other  stock or securities at the time receivable upon the exercise of
     the  Warrants) for the purpose of entitling them to receive any dividend or
     other distribution, or any right to subscribe for or purchase any shares of
     stock  of any class or any other securities, or to receive any other right,
     or

          B.  of any capital reorganization of the Company, any reclassification
     of  the  capital  stock  of the Company, any consolidation or merger of the
     Company  with  or  into  another  corporation,  or any conveyance of all or
     substantially  all  of the assets of the Company to another corporation, or

          C.  of  any  voluntary  dissolution,  liquidation or winding-up of the
     Company;  then, and in each such case, the Company will mail or cause to be
     mailed  to  each  holder  of  a  Warrant  at  the time outstanding a notice
     specifying,  as  the  case  may be, (a) the date on which a record is to be
     taken  for the purpose of such dividend, distribution or right, and stating
     the  amount  and  character of such dividend, distribution or right, or (b)
     the  date  on  which  such reorganization, reclassification, consolidation,
     merger,  conveyance,  dissolution, liquidation or winding-up is expected to
     take place, and the time, if any is to be fixed, as of which the holders of
     record  of Common Stock (or such stock or securities at the time receivable
     upon  the  exercise  of  the  Warrants) shall be entitled to exchange their
     shares  of  Common Stock (or such other stock or securities) for securities
     or  other  property deliverable upon such reorganization, reclassification,
     consolidation,  merger, conveyance, dissolution, liquidation or winding-up,
     such  notice  shall  be  mailed  at  least  ten (10) days prior to the date
     therein  specified.

     6. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory
        ------------------
to  it  (in  the  exercise of reasonable discretion) of the ownership of and the

<PAGE>

loss,  theft, destruction or mutilation of any Warrant and (in the case of loss,
theft  or  destruction)  of  indemnity  satisfactory  to  it (in the exercise of
reasonable  discretion),  and  (in  the  case  of mutilation) upon surrender and
cancellation thereof, the Company will execute and deliver in lieu thereof a new
Warrant  of  like  tenor.

     7.  Reservation of Common Stock. The Company shall at all times reserve and
         ---------------------------
keep  available  for  issue  upon  the  exercise  of Warrants such number of its
authorized  but  unissued shares of Common Stock as will be sufficient to permit
the  exercise  in full of all outstanding Warrants. All of the shares of Commons
Stock issuable upon the exercise of the rights represented by this Warrant will,
upon  issuance  and  receipt  of  the Purchase Price therefor, be fully paid and
nonassessable,  and  free from all preemptive rights, rights of first refusal or
first  offer,  taxes,  liens and charges of whatever nature, with respect to the
issuance  thereof.

     8. Registration Rights Agreement. The Holder of this Warrant is entitled to
        -----------------------------
have  the Warrant Shares registered for resale under the Act, pursuant to and in
accordance with the Registration Rights Agreement dated as of the date hereof by
and  between  the  Holder,  all  other  holders  of  Warrants  and  the Company.

     9.  No  Rights  as Stockholder Conferred by Warrants. The Warrant shall not
         ------------------------------------------------
entitle the Holder hereof to any of the rights, either at law or in equity, of a
stockholder  of the Company. The Holder shall, upon the exercise thereof, not be
entitled to any dividend that may have accrued or which may previously have been
paid  with respect to shares of stock issuable upon the exercise of the Warrant,
except  as  may  otherwise  be  provided  in  SECTION  4  hereof.
                                              ----------

     10.  Notices.  All notices and other communications from the Company to the
          -------
Holder  of  this Warrant shall be mailed by first class, registered or certified
mail,  postage prepaid, and/or a nationally recognized overnight courier service
to  the  address  furnished  to  the  Company  in  writing  by  the  Holder.

     11. Change; Modifications; Waiver. No terms of this Warrant may be amended,
         -----------------------------
waived  or modified except by the express written consent of the Company and the
holders of not less than 50.1% of the shares of Common Stock then issuable under
outstanding  Warrants  issued  in  connection  with  the  Financing.

     12.  Endorsement of Warrants. The Warrant when presented or surrendered for
          -----------------------
exchange,  transfer  or registration shall be accompanied (if so required by the
Company) by an assignment in the form attached hereto as EXHIBIT B or such other
                                                         ---------
written  instrument  of  transfer,  in  form  satisfactory  to the Company, duly
executed  by  the  registered  Holder  or  by  his  duly  authorized  attorney.

     13.  Agreement  of  Warrant  Holders.  The  Holder,  and to the extent that
          -------------------------------
portions  of  this  Warrant  are  assigned  and there is more than one Holder of
warrants  exercisable  for  the  Warrant  Shares,  every holder of a Warrant, by
accepting  the  same,  consents  and  agrees with the Company and with all other
Warrant  holders  that:  (a)  the Warrants are transferable only as permitted by
SECTION 3 above; (b) the Warrants are transferable only on the registry books of
---------
the  Company  as  herein  provided;  and  (c) the Company may deem and treat the

<PAGE>

person in whose name the Warrant certificate is registered as the absolute owner
thereof  and  of the Warrants evidenced thereby for all purposes whatsoever, and
the  Company  shall  not  be  affected  by  any  notice  to  the  contrary,

     14.  Payment  of  Taxes. The Company will pay all stamp, transfer and other
          ------------------
similar  taxes  payable in connection with the original issuance of this Warrant
and  the  shares  of  Common  Stock  issuable  upon  exercise thereof, provided,
however,  that  the  Company shall not be required to (i) pay any such tax which
may be payable in respect of any transfer involving the transfer and delivery of
this  Warrant  or  the issuance or delivery of certificates for shares of Common
Stock issuable upon exercise thereof in a name other than that of the registered
Holder  of  this  Warrant or (ii) issue or deliver any certificate for shares of
Common Stock upon the exercise of this Warrant until any such tax required to be
paid  under  clause  (i) shall have been paid, all such tax being payable by the
holder  of  this  Warrant  at  the  time  of  surrender.

     15.  Fractional  Interest.  The  Company  shall  not  be  required to issue
          --------------------
fractional  shares of Common Stock on the exercise of this Warrant. If more than
one  Warrant shall be presented for exercise at the same time by the Holder, the
number of full shares of Common Stock which shall be issuable upon such exercise
shall be computed on the basis of the aggregate number of shares of Common Stock
acquirable  on exercise of the Warrants so presented. If any fraction of a share
of Common Stock would, except for the provisions of this SECTION 15, be issuable
                                                         ----------
on the exercise of any Warrant (or specified portion thereof), the Company shall
pay  an  amount  in  cash calculated by it to be equal to the Purchase Price per
share multiplied by such fraction computed to the nearest whole cent. The Holder
by his acceptance of this Warrant expressly waives any and all rights to receive
any  fraction  of  a share of Common Stock or a stock certificate representing a
fraction  of  a  share  of  Common  Stock.

     16.  Entire Agreement.  This  Warrant  constitutes  the  full  and  entire
          ----------------
understanding  and agreement among the parties with regard to the subject matter
hereof and no party shall be liable or bound to any other party in any manner by
any  representations, warranties, covenants or agreements except as specifically
set  forth  herein.

     17. Successors and Assigns. All covenants and provisions of this Warrant by
         ----------------------
or  for  the benefit of the Company or the Holder of this Warrant shall bind and
inure  to  the  benefit of their respective successors, permitted assigns, heirs
and  personal  representatives.

     18.  Termination.  This Warrant shall terminate at 5:00 p.m., Eastern Time,
          -----------
on  the  Expiration  Date or upon such earlier date on which all of this Warrant
has  been  exercised  (the  "TERMINATION  DATE").
                             -----------------

     19.  Headings. The headings in this Warrant are for purposes of convenience
          --------
in  reference  only,  and  shall  not  be  deemed  to  constitute a part hereof.

     20.  Governing  Law, Etc. This Agreement shall be governed by and construed
          -------------------
exclusively  in  accordance  with  the  internal  laws  of the State of New York
without  regard  to the conflicts of laws principles thereof. The parties hereto
hereby  irrevocably  agree  that  any suit or proceeding arising directly and/or
indirectly  pursuant  to  or  under this Agreement, shall be brought solely in a
federal or state court located in the City, County and State of New York. By its
execution  hereof,  the parties hereby covenant and irrevocably submit to the in
                                                                              --
personam  jurisdiction  of  the  federal  and  state courts located in the City,
--------
County  and  State of New York and agree that any process in any such action may

<PAGE>

be  served  upon any of them personally, or by certified mail or registered mail
upon them or their agent, return receipt requested, with the same full force and
effect  as  if  personally served upon them in New York City. The parties hereto
waive  any  claim  that  any such jurisdiction is not a convenient forum for any
such suit or proceeding and any defense or lack of in personam jurisdiction with
                                                   -- --------
respect  thereto.  In  the  event  of  any  such action or proceeding, the party
prevailing  therein  shall be entitled to payment from the other party hereto of
all  of  its  reasonable  legal  fees  and  expenses.

                   Remainder of Page Intentionally Left Blank























<PAGE>

                             WARRANT SIGNATURE PAGE
                             ----------------------





Dated:  August 8,  2006


                                            XA,  INC.


                                            By: /s/ Joseph Wagner
                                               --------------------------
                                               Name:  Joseph  Wagner
                                               Title:  President  &  CEO





















<PAGE>

                                    EXHIBIT A

                                SUBSCRIPTION FORM
                                -----------------

                 (To be executed only upon exercise of Warrant)



     The undersigned registered owner of this Warrant irrevocably exercises this
Warrant  and  purchases  _______  shares  of  the  Common  Stock  of  XA,  Inc.,
purchasable  with  this  Warrant, and herewith makes payment therefor (either in
cash  or  pursuant to the cashless exercise provisions set forth in SECTION 1 of
                                                                    ---------
the Warrant), all at the price and on the terms and conditions specified in this
Warrant.

Dated:
      -----------------------


                                   ---------------------------------------
                                   (Signature  of  Registered  Owner


                                   ---------------------------------------
                                   (Street  Address)


                                   ---------------------------------------
                                   (City  /  State  /  Zip  Code)













<PAGE>

                                    EXHIBIT B

                               FORM OF ASSIGNMENT
                               ------------------



     FOR  VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the  undersigned  under the within Warrant, with respect to the number of shares
of  Common  Stock  set  forth  below:

Name  of  Assignee               Address               Number  of  Shares
------------------               -------               ------------------



and  does  hereby  irrevocably constitute and appoint __________________________
Attorney  to  make  such  transfer  on the books of XA, Inc., maintained for the
purpose,  with  full  power  of  substitution  in  the  premises.

Dated:
      --------------------


                                        ---------------------------------
                                        (Signature)


                                        ---------------------------------
                                        (Witness)


     The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the
date  hereof,  with  respect  to  the  Assignee,  all of the representations and
warranties  made  by the Holder, and the undersigned Assignee agrees to be bound
by  all  the  terms  and conditions of the Warrant and the XA, Inc. Registration
Rights  Agreement,  dated as of ______ __, 2006, by and between XA, Inc. and the
Holder.


Dated:
      ------------------------


                                                 --------------------------
                                                 (Signature)

<PAGE>