Exhibit 10.22



                                    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 Joseph Wagner ("Holder" or the "Option Holder")
to  purchase  an  aggregate  of  850,000  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  283,333  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  283,333  of  the  Options  upon  the
               twenty-four  (24)  month  anniversary  of the Effectiveness Date.

          (iii) Holder  shall  vest  283,334  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 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/ Jean Wilson
                                  ----------------------------------------
                                  Jean  Wilson,  Chief  Operating  Officer

<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 850,000 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:          Joseph  Wagner               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/ Jean Wilson
                                   ----------------------------------------
                                   Jean  Wilson,  Chief  Operating  Officer

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

</TABLE>

<PAGE>