Exhibit 10.23



                                    XA, INC.

                        INCENTIVE STOCK OPTION AGREEMENT
                        --------------------------------

                                                         Date:  August  2,  2006


To  Whom  It  May  Concern:

XA,  INC.  (the  "Company"),  for  value received, hereby agrees to issue common
stock  purchase  options entitling Jean Wilson ("Holder" or the "Option Holder")
to  purchase  an  aggregate  of  650,000  shares  of  the Company's common stock
("Common  Stock"). Such option is evidenced by an option certificate in the form
attached  hereto as Schedule 1 (such instrument being hereinafter referred to as
an  "Option,"  and  such  Option  and  all  instruments  hereafter  issued  in
replacement,  substitution, combination or subdivision thereof being hereinafter
collectively referred to as the "Option"). The Option is issued in consideration
for  services  rendered  to the Company and evidences the grant of the Option to
the  Holder  by  the  Board  of  Directors of the Company on August 2, 2006 (the
"Grant Date"). The number of shares of Common Stock purchasable upon exercise of
the  Option  is subject to adjustment as provided in Section 5 below. The Option
will  be  exercisable  by  the Option Holder (as defined below) as to all or any
lesser  number of shares of Common Stock covered thereby, at an initial purchase
price  of  US  $0.75  per share (the "Purchase Price"), subject to adjustment as
provided  in  Section  5  below,  which  shall vest to the Holder as provided in
Section  3(a)  below,  for  the  exercise  period defined in Section 3(b) below.

     1.   REPRESENTATIONS  AND  WARRANTIES.
          --------------------------------

          The  Company  represents  and  warrants  to  the  Option  Holder  as
          follows:

          (a)  CORPORATE  AND  OTHER  ACTION.  The  Company  has  all  requisite
               -----------------------------
               power  and  authority  (corporate  and  other), and has taken all
               necessary  corporate  action,  to authorize, execute, deliver and
               perform  this  Incentive  Stock  Option  Agreement  (the  "Option
               Agreement"), to execute, issue, sell and deliver the Option and a
               certificate  or  certificates evidencing the Option, to authorize
               and  reserve for issue and, upon payment from time to time of the
               Purchase  Price,  to  issue,  sell and deliver, the shares of the
               Common Stock issuable upon exercise of the Option ("Shares"), and
               to perform all of its obligations under this Option Agreement and
               the  Option.  The  Shares,  when  issued  in accordance with this
               Option  Agreement, will be duly authorized and validly issued and
               outstanding,  fully paid and nonassessable and free of all liens,
               claims, encumbrances and preemptive rights. This Option Agreement
               and, when issued, each Option issued pursuant hereto, has been or
               will be duly executed and delivered by the Company and is or will
               be  a  legal,  valid  and  binding  agreement  of  the  Company,
               enforceable  in  accordance  with  its  terms.  No authorization,
               approval,  consent  or  other  order  of any governmental entity,
               regulatory  authority  or  other third party is required for such
               authorization,  execution,  delivery, performance, issue or sale.

          (b)  NO VIOLATION.  The  execution  and  delivery  of  this  Option
               ------------
               Agreement,  the  consummation  of  the  transactions  herein
               contemplated  and the compliance with the terms and provisions of
               this  Option  Agreement and of the Option will not conflict with,
               or  result  in  a  breach of, or constitute a default or an event
               permitting  acceleration  under,  any  statute,  the  Articles of
               Incorporation  or  Bylaws  of  the  Company  or  any  indenture,
               mortgage,  deed  of  trust,  note,  bank  loan, credit agreement,
               franchise,  license,  lease,  permit,  or  any  other  agreement,
               understanding, instrument, judgment, decree, order, statute, rule
               or  regulation  to which the Company is a party or by which it is
               bound.

<PAGE>

     2.   TRANSFER.
          --------

          (a)  TRANSFERABILITY  OF  OPTION.  The  Option  Holder  agrees  that
               ---------------------------
               this  Option  is  not  transferable  by  Holder.

          (b)  REGISTRATION  OF  SHARES.  The  Option  Holder agrees not to make
               ------------------------
               any  sale or other disposition of the Shares except pursuant to a
               registration  statement  which  has  become  effective  under the
               Securities Act of 1933, as amended (the "Act"), setting forth the
               terms of such offering, the underwriting discount and commissions
               and  any  other  pertinent  data with respect thereto, unless the
               Option Holder has provided the Company with an acceptable opinion
               of  counsel  acceptable  to the Company that such registration is
               not required. Certificates representing the Shares, which are not
               registered  as  provided  in  this  Section  2,  shall  bear  an
               appropriate  legend  and  be  subject to a "stop-transfer" order.

     3.   VESTING  OF  OPTION,  EXERCISE  OF  OPTION,  PARTIAL EXERCISE, NOTICE.
          ---------------------------------------------------------------------

          (a)  VESTING  PERIOD.  This  Option  shall  vest to Holder as follows:
               ---------------

               (i)  Holder  shall  vest  216,667  of  the  Options  upon  the
                    twelve  (12) month anniversary of the date the United States
                    Securities  and  Exchange  Commission declares effective the
                    registration  statement covering the resale of the shares of
                    common  stock  which  the  11%  Senior  Secured  Convertible
                    Promissory  Notes  ("Notes")  are  convertible  into and the
                    shares  of  common stock which the Warrants ("Warrants") are
                    exercisable  for,  which  Notes  and Warrants were issued to
                    certain  third  party  purchasers  pursuant  to a Securities
                    Purchase  Agreement  entered  into  in  August  2006  (the
                    "Effectiveness  Date");

               (ii) Holder  shall  vest  216,667  of  the  Options  upon  the
                    twenty-four  (24)  month  anniversary  of  the Effectiveness
                    Date.

               (iii) Holder  shall  vest  216,666  of  the  Options  upon  the
                    thirty-six (26) month anniversary of the Effectiveness Date.

          (b)  Provided  however,  that  all  Options  shall  vest  to  Holder
               immediately  upon  the  occurrence  of  a  "Change in Control" as
               defined  under  the  Company's  2005  Stock  Incentive  Plan (the
               "Plan"),  which  includes:

               (1)  the adoption  of  a  plan  of  merger  or  consolidation  of
                    the  Company  with any other corporation or association as a
                    result  of  which the holders of the voting capital stock of
                    the  Company  as  a group would receive less than 50% of the
                    voting  capital  stock  of  the  surviving  or  resulting
                    corporation;

               (2)  the approval  by  the  Board  of  Directors  of  the Company
                    of  an  agreement  providing  for  the  sale  or transfer of
                    substantially  all  the  assets  of  the  Company;  or

               (3)  in the  absence  of  a  prior  expression of approval by the
                    Board  of Directors, the acquisition of more than 20% of the
                    Company's  voting  capital  stock  by  any person within the
                    meaning  of Rule 13d-3 under the Act (other than the Company
                    or  a  person  that  directly  or  indirectly  controls,  is
                    controlled  by,  or  is  under  common  control  with,  the
                    Company);

          (c)  Provided  further  however,  that  no  part  of  the Option shall
               vest  to Holder if Holder terminates Holder's employment with the
               Company.  In  the  even that the Company terminates Holder's, for
               reasons  other  than for Cause, as set for in Holder's Employment
               Agreement  (or Consulting Agreement, as the case may be) with the
               Company,  then  all  Options  shall  immediately  vest to Holder.

<PAGE>

          (d)  EXERCISE  PERIOD.  This  Option  shall  expire  and  all  rights
               ----------------
               hereunder shall be extinguished upon the earlier of:

               (i)  Five (5)  years  from  the  Grant  Date;  or

               (ii) Three (3)  Months  from  the  date  Holder's employment with
                    the  Company  ceases  (or  in  the case of a Director of the
                    Company,  the  date  such  Director  ceases  to  serve  as a
                    Director  of  the  Company),  as  determined by the Board of
                    Directors of the Company in its sole discretion, unless such
                    employment  shall  have  terminated:

                    (1)  as a result  of  the  Disability  of  Holder,  as
                         defined  in  the  Plan,  in  which  event such exercise
                         period  shall  expire  on  the  date twelve (12) months
                         following a such termination of service by the Company,
                         not  to  exceed  the  time  period specified in Section
                         3(b)(i)  above;  or

                    (2)  as a result  of  the  death  of  Holder  (other than as
                         a  result  of disability), in which event such exercise
                         period  shall  expire  on  the  date twelve (12) months
                         after  the  date  of  Holder's death, not to exceed the
                         time  period  specified  in  Section  3(b)(i)  above.

          (e)  EXERCISE  IN  FULL.  Subject  to  Section 3(a) and 3(b), a Option
               ------------------
               may be exercised in full by the Option Holder by surrender of the
               Option, with the Form of Subscription attached hereto as Schedule
               2  executed by such Option Holder, to the Company, accompanied by
               payment  as  determined  by 3(e) below, in the amount obtained by
               multiplying  the  number  of Shares represented by the respective
               Option  by  the  Purchase Price per share (after giving effect to
               any  adjustments  as  provided  in  Section  5  below).

          (f)  PARTIAL  EXERCISE.  Subject  to  Section  3(a)  and  3(b),  each
               -----------------
               Option may be exercised in part by the Option Holder by surrender
               of  the  Option, with the Form of Subscription attached hereto as
               Schedule  2  at  the  end  thereof  duly  executed by such Option
               Holder,  in  the manner and at the place provided in Section 3(c)
               above,  accompanied  by  payment  as determined by 3(e) below, in
               amount obtained by multiplying the number of Shares designated by
               the  Option Holder in the Form of Subscription attached hereto as
               Schedule  2  to the Option by the Purchase Price per share (after
               giving effect to any adjustments as provided in Section 5 below).
               Upon  any  such partial exercise, the Company at its expense will
               forthwith  issue  and  deliver to or upon the order of the Option
               Holder  a  new  Option  of  like tenor, in the name of the Option
               Holder,  calling  in the aggregate for the purchase of the number
               of  Shares  equal  to the number of such Shares called for on the
               face  of  the  respective  Option  (after  giving  effect  to any
               adjustment  herein  as  provided  in  Section  5 below) minus the
               number  of  such  Shares  designated  by the Option Holder in the
               aforementioned  form  of  subscription.

          (g)  PAYMENT  OF  PURCHASE  PRICE.  The  Purchase Price may be made by
               ----------------------------
               any of the following or a combination thereof, at the election of
               the  Option  Holder:

               (i)  In cash,  by  wire  transfer,  by  certified  or  cashier's
                    check,  or  by  money  order;  or

               (ii) By delivery  to  the  Company  of  an  exercise  notice that
                    requests  the Company to issue to the Option Holder the full
                    number of shares as to which the Option is then exercisable,
                    less the number of shares that have an aggregate Fair Market
                    Value,  as determined by the Board in its sole discretion at
                    the  time of exercise, equal to the aggregate purchase price
                    of  the  shares to which such exercise relates. (This method
                    of exercise allows the Option Holder to use a portion of the
                    shares  issuable  at the time of exercise as payment for the
                    shares  to which the Option relates and is often referred to
                    as  a "cashless exercise." For example, if the Option Holder
                    elects  to  exercise  1,000  shares  at an exercise price of
                    $0.25 and the current Fair Market Value of the shares on the
                    date  of exercise is $1.00, the Option Holder can use 250 of
                    the  1,000 shares at $1.00 per share to pay for the exercise
                    of  the  entire  Option  (250 x $1.00 = $250.00) and receive
                    only  the  remaining  750  shares).

<PAGE>

                    For  purposes  of  this  section,  "Fair Market Value" shall
                    be  defined as the average closing price of the Common Stock
                    (if actual sales price information on any trading day is not
                    available, the closing bid price shall be used) for the five
                    trading  days  prior  to the date of exercise of this Option
                    (the  "Average  Closing  Bid  Price"),  as  reported  by the
                    National  Association  of  Securities  Dealers  Automated
                    Quotation  System  ("NASDAQ"), or if the Common Stock is not
                    traded  on  NASDAQ,  the  Average  Closing  Bid Price in the
                    over-the-counter  market;  provided,  however,  that  if the
                    Common  Stock is listed on a stock exchange, the Fair Market
                    Value  shall  be  the  Average  Closing  Bid  Price  on such
                    exchange; and, provided further, that if the Common Stock is
                    not  quoted or listed by any organization, the fair value of
                    the Common Stock, as determined by the Board of Directors of
                    the  Company, whose determination shall be conclusive, shall
                    be  used).  In  no  event shall the Fair Market Value of any
                    share  of  Common  Stock  be  less  than  its  par  value.

               (h)  NOTICE  OF  EXERCISE  AND/OR  SALE  BY  HOLDER.  The  Holder
                    ----------------------------------------------
                    shall  notify  the  Company  if  Holder  sells  or otherwise
                    transfers  any  Shares  acquired upon exercise of the Option
                    within  two  (2)  years  of the Grant Date of such Option or
                    within one (1) year of the date such Shares were acquired by
                    Holder  upon  the  exercise  of  such  Option.

     4.   DELIVERY  OF  STOCK  CERTIFICATES  ON  EXERCISE.
          -----------------------------------------------

          Any  exercise  of  the  Option  pursuant  to Section 3 shall be deemed
          to  have  been  effected immediately prior to the close of business on
          the  date  on  which the Option together with the Form of Subscription
          and  the  payment  for  the  aggregate  Purchase Price shall have been
          received  by the Company. At such time, the person or persons in whose
          name  or names any certificate or certificates representing the Shares
          or  Other  Securities  (as  defined below) shall be issuable upon such
          exercise  shall  be  deemed  to  have  become the holder or holders of
          record  of  the  Shares  or  Other Securities so purchased. As soon as
          practicable  after  the exercise of any Option in full or in part, and
          in  any event within Ten (10) business days thereafter, the Company at
          its  expense  (including  the  payment  by  it of any applicable issue
          taxes)  will  cause  to be issued in the name of, and delivered to the
          purchasing  Option  Holder, a certificate or certificates representing
          the  number  of fully paid and nonassessable shares of Common Stock or
          Other  Securities  to  which such Option Holder shall be entitled upon
          such  exercise,  plus  in  lieu  of any fractional share to which such
          Option  Holder  would  otherwise  be  entitled,  cash  in  an  amount
          determined  pursuant  to  Section  6(e).  The  term "Other Securities"
          refers  to  any  stock  (other than Common Stock), other securities or
          assets  (including cash) of the Company or any other person (corporate
          or otherwise) which the Option Holder at any time shall be entitled to
          receive,  or  shall have received, upon the exercise of the Option, in
          lieu  of or in addition to Common Stock, or which at any time shall be
          issuable  or  shall have been issued in exchange for or in replacement
          of  Common  Stock  or  Other Securities pursuant to Section 5 below or
          otherwise.

     5.   ADJUSTMENT  OF  PURCHASE  PRICE  AND  NUMBER  OF  SHARES  PURCHASABLE.
          ---------------------------------------------------------------------

          The  Purchase  Price  and  the  number  of  Shares  are  subject  to
          adjustment  from  time  to  time  as  set  forth  in  this  Section 5.

          (a)  In case  the  Company  shall  at  any time after the date of this
               Option  Agreement  (i)  declare a dividend on the Common Stock in
               shares  of  its  capital  stock,  (ii)  subdivide the outstanding
               Common  Stock,  (iii) combine the outstanding Common Stock into a
               smaller  number  of Common Stock, or (iv) issue any shares of its
               capital  stock by reclassification of the Common Stock (including
               any  such  reclassification in connection with a consolidation or
               merger  in which the Company is the continuing corporation), then
               in  each  case  the  Purchase  Price,  and the number and kind of
               Shares  receivable  upon  exercise,  in effect at the time of the
               record  date  for  such dividend or of the effective date of such
               subdivision,  combination,  or  reclassification  shall  be
               proportionately  adjusted  so  that  the  holder  of  any  Option
               exercised  after  such  time  shall  be  entitled  to receive the
               aggregate  number  and  kind  of Shares which, if such Option had
               been  exercised  immediately  prior to such record date, he would
               have  owned  upon  such  exercise and been entitled to receive by
               virtue  of  such  dividend,  subdivision,  combination,  or
               reclassification.  Such  adjustment  shall  be  made successively
               whenever  any  event  listed  above  shall  occur.

<PAGE>

          (b)  No adjustment  in  the  Purchase  Price  shall  be  required  if
               such  adjustment  is  less than US $0.01; provided, however, that
               any  adjustments  which  by reason of this subsection (b) are not
               required  to  be  made  shall  be  carried forward and taken into
               account in any subsequent adjustment. All calculations under this
               Section  5  shall  be  made to the nearest cent or to the nearest
               one-thousandth  of  a  share,  as  the  case  may  be.

          (c)  Upon each  adjustment  of  the  Purchase  Price  as  a  result of
               the  calculations  made  in subsection (a) of this Section 5, the
               Option  outstanding  prior to the making of the adjustment in the
               Purchase  Price  shall thereafter evidence the right to purchase,
               at the adjusted Purchase Price, that number of Shares (calculated
               to the nearest thousandth) obtained by (i) multiplying the number
               of  Shares  purchasable  upon  exercise of the Option immediately
               prior to adjustment of the number of Shares by the Purchase Price
               in  effect  prior  to  adjustment  of the Purchase Price and (ii)
               dividing  the product so obtained by the Purchase Price in effect
               immediately  after  such  adjustment  of  the  Purchase  Price.

     6.   FURTHER  COVENANTS  OF  THE  COMPANY.
          ------------------------------------

          (a)  DILUTION  OR  IMPAIRMENTS.  The  Company  will  not, by amendment
               -------------------------
               of  its  certificate  of  incorporation  or  through  any
               reorganization,  transfer  of  assets,  consolidation,  merger or
               dissolution, avoid or seek to avoid the observance or performance
               of  any  of  the terms of the Option or of this Option Agreement,
               but will at all times in good faith assist in the carrying out of
               all  such  terms  and  in the taking of all such action as may be
               necessary  or  appropriate  in order to protect the rights of the
               Option  Holder  against  dilution  or  other  impairment. Without
               limiting  the  generality  of  the  foregoing,  the  Company:

               (i)  shall at  all  times  reserve  and  keep  available,  solely
                    for  issuance  and delivery upon the exercise of the Option,
                    all  shares  of Common Stock (or Other Securities) from time
                    to  time  issuable upon the exercise of the Option and shall
                    take  all necessary actions to ensure that the par value per
                    share,  if any, of the Common Stock (or Other Securities) is
                    at  all  times  equal  to  or  less  than the then effective
                    Purchase  Price  per  share;  and

               (ii) will take  all  such  action  as  may  be  necessary  or
                    appropriate  in  order  that  the  Company  may  validly and
                    legally  issue fully paid and nonassessable shares of Common
                    Stock  or  Other  Securities upon the exercise of the Option
                    from  time  to  time  outstanding.

          (b)  TITLE TO  STOCK.  All  Shares  delivered  upon  the  exercise  of
               ---------------
               the Option shall be validly issued, fully paid and nonassessable;
               each  Option  Holder  shall, upon such delivery, receive good and
               marketable  title to the Shares, free and clear of all voting and
               other  trust  arrangements,  liens,  encumbrances,  equities  and
               claims  whatsoever; and the Company shall have paid all taxes, if
               any,  in  respect  of  the  issuance  thereof.

          (c)  REPLACEMENT  OF  OPTION.  Upon  receipt  of  evidence  reasonably
               -----------------------
               satisfactory  to  the  Company of the loss, theft, destruction or
               mutilation of any Option and, in the case of any such loss, theft
               or  destruction,  upon  delivery  of  an  indemnity  agreement
               reasonably  satisfactory in form and amount to the Company or, in
               the  case of any such mutilation, upon surrender and cancellation
               of such Option, the Company, at the expense of the Option Holder,
               will  execute  and deliver, in lieu thereof, a new Option of like
               tenor.

          (d)  FRACTIONAL  SHARES.  No  fractional  Shares  are  to  be  issued
               ------------------
               upon  the exercise of any Option, but the Company shall round any
               fraction  of  a  share  to  the  nearest  whole  Share.

     7.   HOLDERS  OF  SHARES.
          -------------------

          The  Option  is  issued  upon  the  following  terms,  to all of which
          each  Option  Holder  by  the  taking thereof consents and agrees: any
          person  who  shall  become a holder or owner of Shares shall take such
          shares  subject  to  the provisions of Section 2(b) hereof; each prior
          taker  or  owner waives and renounces all of his equities or rights in
          such  Option  in favor of each such permitted bona fide purchaser, and
          each  such  permitted bona fide purchaser shall acquire absolute title
          thereto  and  to  all  rights  presented  thereby.

<PAGE>

     8.   MISCELLANEOUS.
          -------------

          All  notices,  certificates  and  other  communications from or at the
          request  of  the Company to any Option Holder shall be mailed by first
          class,  registered or certified mail, postage prepaid, to such address
          as  may  have  been furnished to the Company in writing by such Option
          Holder,  or,  until  an address is so furnished, to the address of the
          last  holder  of  such  Option  who has so furnished an address to the
          Company,  except  as  otherwise provided herein. This Option Agreement
          and  any  of  the  terms  hereof may be changed, waived, discharged or
          terminated  only  by  an  instrument  in  writing  signed by the party
          against  which  enforcement  of  such  change,  waiver,  discharge  or
          termination  is  sought.  This Option Agreement shall be construed and
          enforced  in  accordance with and governed by the laws of the State of
          Illinois.  The  headings  in this Option Agreement are for purposes of
          reference  only  and  shall  not  limit or otherwise affect any of the
          terms  hereof.  This  Option  Agreement,  together  with  the forms of
          instruments  annexed  hereto  as  schedules,  constitutes the full and
          complete  agreement  of the parties hereto with respect to the subject
          matter  hereof.  For  purposes  of  this  Option  Agreement,  a  faxed
          signature shall constitute an original signature. A photocopy or faxed
          copy  of  this  Agreement  shall  be  effective as an original for all
          purposes.


IN  WITNESS WHEREOF, the Company has caused this Option Agreement to be executed
on  this  2nd day of August, 2006, in Chicago, Illinois, by its proper corporate
officers,  thereunto  duly  authorized.

                                  XA,  INC.


                                  By /s/ Joseph Wagner
                                    -----------------------------------
                                    Joseph  Wagner,  President

<PAGE>

                                                                      SCHEDULE 1

                                     OPTION
                                     ------

THIS  OPTION  AND  THE  SECURITIES  TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED  UNDER:  (A)  THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN
RELIANCE  UPON  THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF
SUCH  ACT  AND  REGULATION S PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES
LAWS  IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER.  THIS OPTION MAY NOT BE
EXERCISED  BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE ACT OR
AN  EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.  THIS OPTION MUST BE ACQUIRED
FOR  INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE OPTION NOR
THE UNDERLYING STOCK MAY BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF  REGULATION  S AND OTHER LAWS OR PURSUANT TO REGISTRATION UNDER THE ACT OR AN
AVAILABLE  EXEMPTION  FROM  REGISTRATION.  HEDGING  TRANSACTIONS  INVOLVING THIS
OPTION  OR  THE  SECURITIES  TO BE ISSUED UPON ITS EXERCISE MAY NOT BE CONDUCTED
UNLESS  IN  COMPLIANCE  WITH  THE  ACT.


                                                      To Purchase 650,000 Shares
                                                                 of Common Stock
                                    XA, INC.


This certifies that, for value received, the hereafter named registered owner is
entitled,  subject  to  the  terms  and  conditions  of  this  Option, until the
expiration date, to purchase the number of shares (the "Shares") set forth above
of  the  common  stock  ("Common  Stock"),  of XA, INC. (the "Company") from the
Company  at  the purchase price per share hereafter set forth below, on delivery
of  this  Option to the Company with the exercise form duly executed and payment
of  the  purchase price (in cash or by certified or bank cashier's check payable
to the order of the Company) for each Share purchased. This Option is subject to
the terms of the Option Agreement between the parties thereto dated as of August
2, 2006, the terms of which are hereby incorporated herein. Reference is hereby
made  to  such  Option  Agreement  for  a further statement of the rights of the
holder  of  this  Option.

Registered  Owner:          Jean  Wilson                    Date: August 2, 2006
                            ------------
Purchase  Price
  Per  Share:               US  $0.75

Vesting Date:  The  Option  vests  over  the  time  period provided in Section 3
               of  the  Option  Agreement, at 5:00 p.m. Central Standard Time on
               the  dates provided in Section 3. This Option should only be read
               in  conjunction  with  the  Option  Agreement.

Expiration  Date:   Subject to Section 3(b) of the Option Agreement, 5:00 p.m.
                     Central  Standard  Time.

     WITNESS  the  signature  of  the  Company's  authorized  officer:

                              XA,  INC.



                              By /s/ Joseph Wagner
                                -------------------------------------
                                Joseph  Wagner,  President

<PAGE>

                                                                      SCHEDULE 2

                              FORM OF SUBSCRIPTION
                              --------------------
               (To  be  signed  only  upon  exercise  of  Option)

To  XA,  INC.:

The undersigned, the holder of the enclosed Option, hereby irrevocably elects to
exercise  the  purchase  right  represented  by such Option for, and to purchase
thereunder,               *  shares  of  Common  Stock  of XA, INC. and herewith
makes  payment  of  US  $_______________  (or  elects to pay for the exercise in
shares  of  common stock pursuant to Section 3(e)(ii) of the Option Agreement as
evidenced  by  the  calculation below by checking this box ),, and requests that
the  certificate  or  certificates  for such shares be issued in the name of and
delivered  to  the  undersigned.

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

                              --------------------------------------------------
                              (Signature  must  conform  in  all  respects  to
                              name  of  holder  as  specified on the face of the
                              enclosed  Option)


                              --------------------------------------------------
                              (Printed  Name)


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

(*)     Insert  here  the  number of shares called for on the face of the Option
or,  in  the  case  of  a  partial exercise, the portion thereof as to which the
Option  is  being  exercised,  in  either case without making any adjustment for
additional  Common  Stock  or  any  other  stock or other securities or property
which, pursuant to the adjustment provisions of the Option Agreement pursuant to
which  the  Option  was  granted,  may  be  delivered  upon  exercise.




        CALCULATION PURSUANT TO SECTION 3(E)(II) OF THE OPTION AGREEMENT
        ----------------------------------------------------------------

               =  TOTAL  SHARES  EXERCISED
--------------

               =  PURCHASE  PRICE  (as  defined  and  adjusted  in the Option
--------------    Agreement)

               =  FAIR  MARKET  VALUE  -  the  average  closing  price  of  the
-------------- Common  Stock  (if  actual sales price information on any trading
               day  is  not  available, the closing bid price shall be used) for
               the  five  trading  days  prior  to  the date of exercise of this
               Option  (the  "Average  Closing  Bid  Price"), as reported by the
               National  Association  of  Securities Dealers Automated Quotation
               System  ("NASDAQ"),  or  if  the  Common  Stock  is not traded on
               NASDAQ,  the  Average  Closing  Bid Price in the over-the-counter
               market;  provided, however, that if the Common Stock is listed on
               a  stock  exchange,  the  Fair  Market Value shall be the Average
               Closing  Bid  Price on such exchange; and, provided further, that
               if  the Common Stock is not quoted or listed by any organization,
               the fair value of the Common Stock, as determined by the Board of
               Directors  of  the  Company,  whose  determination  shall  be
               conclusive,  shall  be  used).  In no event shall the Fair Market
               Value  of  any  share of Common Stock be less than its par value.


<TABLE>
<CAPTION>

<S>                           <C>                                              <C>
                                                              Total Shares Exercised x Purchase Price
         =   Shares to be Issued = Total Shares Exercised -   ---------------------------------------
---------                                                               Fair Market Value

</TABLE>

<PAGE>