Exhibit 10.21



                                    XA, INC.
                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS  EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between XA,
Inc.,  a  Nevada  corporation  (the  "Company"),  and  Jean Wilson ("Executive")
(collectively  sometimes referred to as the "Parties" and individually sometimes
referred  to  as  "Each  Party").  Unless otherwise indicated, all references to
Sections  are  to Sections in this Agreement.  This Agreement is effective as of
the  "Effective  Date"  set  forth  in  Section  14  below.

                              W I T N E S S E T H:

     WHEREAS,  the  Parties  previously  entered  into  a  thirty-six (36) month
Executive  Employment  Agreement with an effective date of August 1, 2004, which
Executive  Employment  Agreement is replaced and superseded by this Agreement in
all  respects;  provided however, that all 70,000 post 1:20 reverse split shares
of  common  stock  granted  to  Executive  pursuant to Section 3(b) of the prior
Executive  Employment  Agreement shall become immediately vested and not subject
to  forfeiture  as  of  the  Effective  Date  of  this  Agreement;

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

     NOW,  THEREFORE,  in  consideration  of the premises, the agreements herein
contained  and other good and valuable consideration, receipt of which is hereby
acknowledged,  the  parties  hereto  agree  as  of  the  date hereof as follows:

     1. Employment. The Company hereby agrees to employ Executive, and Executive
hereby  agrees to serve the Company, as Chief Operating Officer and Treasurer of
the  Company  ("Employment"),  and  Director  for  a period of sixty (60) months
beginning  on  the  Effective  Date,  August  1,  2006.  This  Agreement  is
automatically renewable for successive one-year terms.  Executive or the Company
shall  provide the other with written notice of non-renewal at least thirty (30)
days,  but  not  more  than  sixty  (60)  days,  before the end of the period of
Employment.

     2.  Scope  of  Employment.

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

          (b)  Section  2(a) shall not be construed as preventing Executive from
     (i) serving on corporate, civic or charitable boards or committees, or (ii)
     making  investments in other businesses or enterprises; provided that in no
     event  shall  any such service, business activity or investment require the
     provision  of  substantial  services  by Executive to the operations or the
     affairs  of  such businesses or enterprises such that the provision thereof
     would  interfere  in any respect with the performance of Executive's duties
     hereunder;  and  subject  to  Section  6.

     3.  Compensation and Benefits During Employment. During the Employment, the
Company  shall  provide  compensation  to  Executive  as  follows.

          (a) The Company shall pay Executive base compensation of $150,000. The
     Company  shall be responsible for withholding for all taxes to the Internal

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     Revenue  Service  as  well as any and all other taxes payable in the United
     States  including  taxes  payable  to  any  state  or  local  jurisdiction.

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

          (d)  Executive will be entitled to participate in any health insurance
     or  other  employee benefit plan which the Company may adopt in the future.

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

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

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

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

          (i)  Executive shall receive 650,000 options to purchase shares of the
     Company's  common  at an exercise price of $0.75 per share (the "Options"),
     which  options  shall vest to Executive as provided in the Option Agreement
     which  evidences  the  Options and shall expire on the fifth anniversary of
     their  grant  date  August 2, 2006, or as otherwise provided in the Option
     agreement.  In  the  event  of  a consolidation or merger or sale of all or
     substantially  all of the assets of the Company in which outstanding shares
     of  the  Company's common stock are exchanged for securities, cash or other
     property  of  any  other  corporation,  firm,  partnership,  joint venture,
     association, or business entity, the Company is otherwise acquired or there
     is  a  change  of  control  of the Company (receipt of more than 50% of the
     outstanding shares of the Company, the Company otherwise being acquired, or
     a  change  in  control  of  the  Company are collectively referred to as an
     "Acquisition"),  or in the event of liquidation of the Company, the Options
     shall  immediately  vest.

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

     4.  Confidential  Information.

          (a)  Executive  acknowledges  that  the  law provides the Company with
     protection  for  its  trade secrets and confidential information. Executive
     will  not  disclose,  directly  or  indirectly,  any  of  the  Company's
     confidential  business information or confidential technical information to
     anyone  without authorization from the Company's management. Executive will
     not  use  any  of  the  Company's  confidential  business  information  or
     confidential  technical  information in any way, either during or after the
     Employment  with  the  Company,  except  as  required  in the course of the
     Employment.

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

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

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

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

     5.  Ownership  of  Intellectual  Property.

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

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

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

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

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

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

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

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

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

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

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

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

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

     8.  Successors.

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

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

     9.  Arbitration.

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

          (b)  To  protect  inventions,  trade  secrets,  or  other confidential
     information  of Section 4, and/or to enforce the non-competition provisions
     of Section 6, the Company may seek temporary, preliminary, and/or permanent
     injunctive  relief  in  a  court  of  competent jurisdiction, in each case,
     without  waiving  its  right  to  arbitration.

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

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

     10.  Indemnification.

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

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

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

          (d)  The  indemnification  provided  by  this  Section 10 shall not be
     deemed  exclusive  of,  or  to  preclude,  any  other rights to which those
     seeking  indemnification  may  at  any time be entitled under the Company's
     Articles  of  Incorporation,  Bylaws,  any  law,  agreement  or  vote  of
     shareholders  or disinterested Directors, or otherwise, or under any policy
     or  policies of insurance purchased and maintained by the Company on behalf
     of  Executive,  both as to action in her Employment and as to action in any
     other  capacity.

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

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     11.  Termination

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

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

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

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

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

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

                    (ii) her compensation  is  reduced;  or

                    (iii) Company  does  not  pay  any  material  amount  of
                         compensation due hereunder and then fails either to pay
                         such  amount  within  the  ten  (10)  day notice period
                         required  for  termination  hereunder  or to contest in
                         good faith such notice. Further, if such contest is not
                         resolved  within thirty (30) days, Company shall submit
                         such  dispute  to  arbitration  under  Section  9.

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

     12.  Obligations  of  Company  Upon  Termination.

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

          (b) In the event of the termination of Executive's employment pursuant
     to  Section  11  (d)  or  (e),  Executive  will  be  entitled to receive as
     severance  pay,  an amount equal to $250,000 in addition to all payments of
     salary  earned through the date of termination in one lump sum. In addition
     to  the  severance  pay,  the  Options shall immediately vest following the
     termination  of  the  Executive's  employment pursuant to Section 11 (d) or
     (e).

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     13.  Other  Provisions.

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

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

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

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

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

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

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

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









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

<PAGE>

     14.  Summary  of  Terms  of  Employment

          Effective  Date                  August  1,  2006

          Term  &  Commitment              Sixty  Months,  full-time, renewable

          Office  / Position               Chief Operating Officer and Treasurer
                                           of  the  Company

          Salary                           $150,000  per  year

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

Executed  to  be  effective  as  of  the  Effective  Date.

XA,  INC.                                   EXECUTIVE:
---------                                   ----------


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

<PAGE>