AMENDED CONSULTING SERVICES AGREEMENT

Exhibit 10.2

AMENDED CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated May 12, 2005, with

an effective date of April 1, 2005 (the "Effective Date"), is made by and

between Loev Corporate Filings, Inc., a Nevada corporation whose business

address is 4712 Bellview, Bellaire, Texas 77401 ("Consultant"), and XA, Inc.

("Client").

WHEREAS, Consultant has extensive knowledge and background in creating and

submitting electronic filings to the United States Securities and Exchange

Commission ("SEC" or "Commission") through the Electronic Data Gathering

Analysis, and Retrieval ("EDGAR") system;

WHEREAS, Client, a publicly held corporation with its common stock shares

trading on the OTC Bulletin Board under the ticker symbol "XAIN.OB," is required

by the SEC to file electronically through EDGAR;

WHEREAS, Client desires to timely, accurately, and cost effectively satisfy

its mandate to file electronically through EDGAR all documents, including

filings, correspondence, and supplemental information under the Securities Act

of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the

"Exchange Act");

WHEREAS, Consultant and Client previously entered into an agreement

covering Consultant providing Client EDGAR services in January 2005 ("Previous

Agreement"), and the parties desire to modify the terms of their Previous

Agreement on the terms and subject to the conditions set forth herein;

WHEREAS, this Agreement shall replace and supplant all provisions and terms

of the Previous Agreement; and

WHEREAS, Client desires to engage Consultant to provide EDGAR filing

services on the terms and subject to the conditions set forth herein. NOW,

THEREFORE, in consideration for those services Consultant provides to Client,

the parties agree as follows:

1. SERVICES OF CONSULTANT.

Consultant agrees to perform for Client all reasonable and necessary

services required in order to timely and accurately satisfy Client's EDGAR

filing requirements under the Securities Act and the Exchange Act (the

"Services").

2. CONSIDERATION.

(A) SHARES.

Client agrees to pay Consultant, as its fee and as consideration for

Services provided, Thirty Thousand (30,000) shares of common stock of the

Client (the "Shares") plus an additional Ten Thousand (10,000) shares of

common stock in consideration for Consultant modifying the Previous

Agreement and entering into this Agreement (the "Consideration," and

collectively with the Shares, the "Fee").

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(B) VESTING OF SHARES.

The Shares earned by Consultant shall vest on a pro rata basis on the

last day of each month covered by this Agreement, during the seventeen (17)

month Term of this Agreement. The Consideration shares vested on April 30,

2005. For example, on April 30, 2005, Consultant vested a total of 17,060

shares of Clients common stock, representing the Consideration and four

months of vesting of the Shares (or four-seventeenth (4/17) of the Shares),

one-seventeenth of the Shares (1,765 shares) for each month Consultant

performed services for the Client. Consultant will continue to vest the

Shares at the rate of one-seventeenth (1/17) of the Shares, or 1,765 shares

per month, on the last day of each month covered by the Term of this

Agreement.

3. REGISTRATION RIGHTS.

If at any time after the Effective Date, Client files a registration

statement with the SEC, whether on Form S-8 or any other form which Consultant's

Shares would be eligible, Consultant's Shares shall be included in any such

registration statement. Shares are due and payable immediately upon the

effectiveness of the registration statement with the SEC and with any

appropriate state's securities administrator. Client agrees to provide

Consultant notice of the filing of such registration and of the filing of any

amendments or supplements thereto.

4. CONFIDENTIALITY.

Each party agrees that during the course of this Agreement, information

that is confidential or of a proprietary nature may be disclosed to the other

party, including, but not limited to, product and business plans, software,

technical processes and formulas, source codes, product designs, sales, costs

and other unpublished financial information, advertising revenues, usage rates,

advertising relationships, projections and marketing data ("Confidential

Information"). Confidential Information shall not include information that the

receiving party can demonstrate (a) is, as of the time of its disclosure, or

thereafter becomes part of the public domain through a source other than the

receiving party, (b) was known to the receiving party as of the time of its

disclosure, (c) is independently developed by the receiving party, or (d) is

subsequently learned from a third party not under a confidentiality obligation

to the providing party.

5. LATE PAYMENT.

Client shall pay to Consultant all Shares within fifteen (15) days of the

date of the effectiveness of any registration statement (the "due date").

Failure of Client to finally pay any Shares within fifteen (15) days after the

applicable due date shall be deemed a material breach of this Agreement,

justifying suspension of the performance of the Services provided by Consultant

and will be sufficient cause for immediate termination of this Agreement by

Consultant. Any such suspension will in no way relieve Client from payment of

Shares, and, in the event of collection enforcement, Client shall be liable for

any costs associated with such collection, including, but not limited to, legal

costs, attorneys' fees, courts costs, and collection agency fees.

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6. INDEMNIFICATION.

(A) CLIENT.

Client agrees to indemnify, defend, and shall hold harmless Consultant

and/or his agents, and to defend any action brought against said parties

with respect to any claim, demand, cause of action, debt or liability,

including reasonable attorneys' fees to the extent that such action is

based upon a claim that: (i) is true, (ii) would constitute a breach of any

of Client's representations, warranties, or agreements hereunder, or (iii)

arises out of the negligence or willful misconduct of Client, or any Client

Content to be provided by Client and does not violate any rights of third

parties, including, without limitation, rights of publicity, privacy,

patients, copyrights, trademarks, trade secrets, and/or licenses.

(B) CONSULTANT.

Consultant agrees to indemnify, defend, and shall hold harmless

Client, it