Common use of Governing Law, etc Clause in Contracts

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8, 2006 XA, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- ----------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8, 2006 XA, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- -------------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO Sands Brothers Venture Capital LLC 3,500 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- ------------------ ------------------------------------------------ (Signature of Registered Owner --------------------------------------- ------------------------------------------------ (Street Address) --------------------------------------- ------------------------------------------------ (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- --------------------- -------------------------------------- (Signature) --------------------------------- ------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- --------------------- ------------------------------- (Signature)

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam inpersonam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8December 21, 2006 2007 XA, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO 200,000 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature):

Governing Law, etc. This Agreement Warrant shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this AgreementWarrant, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam IN PERSONAM jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam IN PERSONAM jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8February 28, 2006 XA2005 PATRON SYSTEMS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- ----------------------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ of the number of shares of the Common Stock of XAPatron Systems, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant)therefor, all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- ------------------------------ -------------------------------------------- (Signature of Registered Owner --------------------------------------- -------------------------------------------- (Street Address) --------------------------------------- -------------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ NAME OF ASSIGNEE ADDRESS NUMBER OF SHARES ---------------- ------- ------------------ ---------------- and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XAPatron Systems, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- ------------------------------ -------------------------------------------- (Signature) --------------------------------- -------------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XAPatron Systems, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XAPatron Systems, Inc. Registration Rights Agreement, dated as of ______ __February 28, 20062005, by and between XAPatron Systems, Inc. and the HolderLaidlaw. Dated: ------------------------ -------------------------- (Signature)------------------------------

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8June 22, 2006 2007 XA, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO 16,000 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- Owner) (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature):

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8_________, 2006 XA2008 BEACON ENTERPRISE SOLUTIONS GROUP, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- _____________________ Name: Xxxxxx Xxxxxx Xxxxx Xxxxxxx Title: President & CEO Chief Executive Officer EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XABeacon Enterprise Solutions Group, Inc., Inc. purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint ____________________ _________________________________ Attorney to make such transfer on the books (Signature of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (SignatureRegistered Owner) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of _________________________________ (Street Address) __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- _______________________________ (Signature)City / State / Zip Code) EXHIBIT B

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely and exclusively in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam IN PERSONAM jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam IN PERSONAM jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8, 2006 XA------------------------------------- PATRON SYSTEMS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- ----------------------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably exercises this Warrant and purchases elects to purchase (check applicable box): |_| ________ shares of the Common Stock covered by such Warrant; or |_| the maximum number of XA, Inc., purchasable with this Warrant, and shares of Common Stock covered by such Warrant pursuant to the net issue exercise procedure set forth in Section 1(B). The undersigned herewith makes payment therefor of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (either check applicable box or boxes): |_| $__________ in cash or lawful money of the United States; and/or |_| the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or |_| the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 1(B), to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless net issue exercise provisions procedure set forth in SECTION 1 Section 1(B). The undersigned requests that the certificates for such shares of --------- Common Stock be issued in the Warrant)name of, all at the price and on the terms and conditions specified in this Warrantbe delivered to, __________________________, whose address is _______________________________________. Dated: ----------------------- --------------------------------------- ------------------------ -------------------------------------------- (Signature of Registered Owner --------------------------------------- -------------------------------------------- (Street Address) --------------------------------------- -------------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ NAME OF ASSIGNEE ADDRESS NUMBER OF SHARES and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XAPatron Systems, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- ------------------------ -------------------------------------------- (Signature) --------------------------------- -------------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XAPatron Systems, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XAPatron Systems, Inc. Registration Rights Agreement, dated as of ________ __, 2006, by and between XAPatron Systems, Inc. and the Holder. Dated: ------------------------ -------------------------- -------------------------------------------- (Signature)

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8June 22, 2006 2007 XA, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO 4,000 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- Owner) (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature):

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8June 22, 2006 2007 XA, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO 40,000 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- Owner) (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)B

Governing Law, etc. This Agreement Warrant shall be governed by and construed ------------------- exclusively solely in accordance with the internal laws of the State of New York with respect to contracts made and to be fully performed therein, without regard to the conflicts of laws principles thereof. The By the Company's execution hereof and the Holder's acceptance of this Warrant, the parties hereto hereby expressly and irrevocably (i) agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this AgreementWarrant or the consummation of the transactions contemplated hereby, shall be brought solely in a federal or state court located in the CityCounty of Cook, County and State of New York. By its execution hereofIllinois, the parties hereby covenant and irrevocably (ii) submit to the in -- personam jurisdiction IN PERSONAM xxxisdiction of the federal and state courts located in the CityCounty of Cook, -------- County and State of New York Illinois and agree that any process in any such axx xuch action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto the County of Cook, State of Illinois, and (iii) waive any claim that txxx any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam IN PERSONAM jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal counsel fees and expensesdisbursements. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8October 25, 2006 XA2005 PATRON SYSTEMS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- ----------------------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ of the number of shares of the Common Stock of XAPatron Systems, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant)therefor, all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- ------------------------------ -------------------------------------------- (Signature of Registered Owner --------------------------------------- -------------------------------------------- (Street Address) --------------------------------------- -------------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ NAME OF ASSIGNEE ADDRESS NUMBER OF SHARES ---------------- ------- ------------------ ---------------- and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XAPatron Systems, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- ------------------------------ -------------------------------------------- (Signature) --------------------------------- -------------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XAPatron Systems, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XAPatron Systems, Inc. Registration Rights Agreement, dated as of ______ __, 2006, Agreement by and between XAPatron Systems, Inc. and the Holder. Dated: ------------------------ -------------------------- ------------------------------ -------------------------------------------- (Signature)

Governing Law, etc. This Agreement shall be governed THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE, WITH THE LAWS OF THE STATE OF NEW YORK. To the fullest extent permitted by and construed ------------------- exclusively in accordance with applicable law, each party hereto hereby irrevocably submits to the internal laws non-exclusive general jurisdiction of the courts of the State of New York without regard to York, the conflicts courts of laws principles thereof. The parties hereto hereby irrevocably agree that the United States of America for the Southern District of New York, and appellate courts from any suit thereof in respect of any suit, action or proceeding arising directly and/or indirectly pursuant out of or relating to or under the provisions of this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant letter agreement and irrevocably submit to the agrees that all claims in -- personam jurisdiction respect of the federal any such suit, action or proceeding may be heard and state courts located in the City, -------- County and State of New York and agree that any process determined in any such court. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such suit, action may be served upon or proceeding brought in any of them personallysuch court, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for suit, action or proceeding brought in any such suit court has been brought in an inconvenient forum. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any action or proceeding arising out of or relating to this letter agreement. This letter agreement shall become effective upon this letter agreement being duly executed and any defense or lack of delivered by the parties hereto. Please acknowledge your agreement with the above by countersigning this letter in personam jurisdiction with -- -------- respect theretothe signature block set forth below. In the event of any such action or proceedingVery truly yours, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8, 2006 XA, INC. The Hertz Corporation By: /s/ Xxxxx Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxx Xxxxxx Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant Assistant Treasurer Designation Letter Mizuho Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Deputy General Manager Acknowledged and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant Consented to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Datedby: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc.Deutsche Bank AG New York Branch, as of the date hereofAdministrative Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President CC: Xxxxx Fargo Bank, with respect to the AssigneeNational Association, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)As Co-Collateral Agent

Governing Law, etc. This Agreement Warrant shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, Warrant shall be brought solely in a federal or state court located in the City, County County, and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam inpersonam jurisdiction of the federal and state courts located in the City, -------- County County, and State of New York and agree that any process in any such action may be served upon any of them personally, personally or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. EAST\42878170.1 WARRANT SIGNATURE PAGE ---------------------- Dated: August 8April 1, 2006 XA2010 CMG HOLDINGS GROUP, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EAST\42878170.1 EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XACMG Holdings Group, Inc., purchasable with this Warrant, and herewith makes payment therefor (either check one): _______ in cash cash; or _______ pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- Owner) (Street Address) --------------------------------------- (City / State / Zip Code) EAST\42878170.1 EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)B

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8June 22, 2006 2007 XA, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO 124,000 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- Owner) (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature):

Governing Law, etc. This Agreement Warrant shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this AgreementWarrant, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable and documented legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8__, 2006 XA2007 WHERIFY WIRELESS, INC. Date: By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Title: President & CEO Chief Executive Officer Warrant #BW-1 Issued to GPS Associates, LLC For 3,000,000 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XAWherify Wireless, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant)therefor, all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- Owner) (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Wherify Wireless Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)_____________

Governing Law, etc. This Agreement Warrant shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this AgreementWarrant, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable and documented legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8__, 2006 XA2007 WHERIFY WIRELESS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Title: President Chief Executive Officer Warrant #BW-2 Issued to Xxxxxxx & CEO Company (UK) Ltd. For 3,000,000 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XAWherify Wireless, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant)therefor, all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- ________________________ (Signature of Registered Owner --------------------------------------- Owner) (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Wherify Wireless Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)_________________

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8December 20, 2006 XA, INC2007 SUNCREST GLOBAL ENERGY CORP. By: /s/ Xxxxxx Xxxxxx -------------------------- -------------------------------- Name: Xxxxxx Xxxxxx Bruce Widener Title: President & CEO Chief Executive Officer EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., Suncrest Global Energy Corp. purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- -------------------- ---------------------------------------- (Signature of Registered Owner --------------------------------------- Owner) ---------------------------------------- (Street Address) --------------------------------------- ---------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ---------------- ------- ------------------ ---------------- and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc.Suncrest Global Energy Corp., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- ----------------------- ---------------------------------------- (Signature) --------------------------------- ---------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc.Suncrest Global Energy Corp., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 20062007, by and between XA, Inc. Suncrest Global Energy Corp. and the Holder. Laidlaw & Co. (UK) Ltd. Dated: ------------------------ -------------------------- (Signature)-----------------------

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely and exclusively in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam IN PERSONAM jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam IN PERSONAM jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8, 2006 XA------------------------------------- PATRON SYSTEMS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- -------------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably exercises this Warrant and purchases elects to purchase (check applicable box): |_| ________ shares of the Common Stock covered by such Warrant; or |_| the maximum number of XA, Inc., purchasable with this Warrant, and shares of Common Stock covered by such Warrant pursuant to the net issue exercise procedure set forth in Section 1(B). The undersigned herewith makes payment therefor of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (either check applicable box or boxes): |_| $__________ in cash or lawful money of the United States; and/or |_| the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or |_| the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 1(B), to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless net issue exercise provisions procedure set forth in SECTION 1 Section 1(B). The undersigned requests that the certificates for such shares of --------- Common Stock be issued in the Warrant)name of, all at the price and on the terms and conditions specified in this Warrantbe delivered to, , whose address is . -------------------------- --------------------------- Dated: ----------------------- --------------------------------------- ------------------------------- (Signature of Registered Owner --------------------------------------- ------------------------------------------- (Street Address) --------------------------------------- ------------------------------------------- (City / State / Zip Code) ------------------------------------------- EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ NAME OF ASSIGNEE ADDRESS NUMBER OF SHARES ---------------- ------- ------------------ ---------------- and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XAPatron Systems, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- ------------------------------- --------------------------------------- (Signature) --------------------------------- --------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XAPatron Systems, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XAPatron Systems, Inc. Registration Rights Agreement, dated as of ________ __, 2006, by and between XAPatron Systems, Inc. and the Holder. Dated: ------------------------ -------------------------- ------------------------------- --------------------------------------- (Signature)

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8October 23, 2006 XA, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- ------------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO Vision Opportunity Master Fund, LTD. 100,000 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- ---------------------- ----------------------------------------- (Signature of Registered Owner --------------------------------------- ----------------------------------------- (Street Address) --------------------------------------- ----------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- --------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- --------------------- ------------------------------------- (Signature) --------------------------------- ------------------------------------ (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- ----------------- -------------------------------- (Signature)

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam IN PERSONAM jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam IN PERSONAM jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8, 2006 XA2005 --------------- PATRON SYSTEMS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- -------------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ of the number of shares of the Common Stock of XAPatron Systems, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant)therefor, all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- ------------------------------ -------------------------------------------- (Signature of Registered Owner --------------------------------------- -------------------------------------------- (Street Address) --------------------------------------- -------------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ NAME OF ASSIGNEE ADDRESS NUMBER OF SHARES and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XAPatron Systems, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- ------------------------------ -------------------------------------------- (Signature) --------------------------------- -------------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XAPatron Systems, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XAPatron Systems, Inc. Registration Rights Agreement, dated as of ______ __February 28, 20062005, by and between XAPatron Systems, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)------------------------------

Governing Law, etc. This Agreement Warrant shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this AgreementWarrant, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8, 2006 XA2005 LEV PHARMACEUTICALS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- -------------------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ of the number of shares of the Common Stock of XALev Pharmaceuticals, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- -------------------------------------- -------------------------------- (Signature of Registered Owner --------------------------------------- Owner) -------------------------------- (Street Address) --------------------------------------- -------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ---------------- ------- ------------------ ---------------- and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XALev Pharmaceuticals, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- -------------------------------------- --------------------------------------------- (Signature) --------------------------------- --------------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XALev Pharmaceuticals, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XALev Pharmaceuticals, Inc. Registration Rights Agreement, dated as of ______ April __, 20062005, by and between XALev Pharmaceuticals, Inc. and the Holder. Dated: ------------------------ -------------------------- -------------------------------- -------------------------------- (Signature)

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8December 20, 2006 XA, INC2007 SUNCREST GLOBAL ENERGY CORP. By: /s/ Xxxxxx Xxxxxx -------------------------- ______________________________ Name: Xxxxxx Xxxxxx Bruce Widener Title: President & CEO Chief Executive Officer EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., Suncrest Global Energy Corp. purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- _____________________ ___________________________________ (Signature of Registered Owner --------------------------------------- Owner) ___________________________________ (Street Address) --------------------------------------- ___________________________________ (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ---------------- ------- ------------------ ---------------- and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., Suncrest Global Energy Corp. maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- _____________________ ___________________________________ (Signature) --------------------------------- ___________________________________ (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., Suncrest Global Energy Corp. as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 20062007, by and between XA, Inc. Suncrest Global Energy Corp. and the Holder. Laidlaw & Co. (UK) Ltd. Dated: ------------------------ -------------------------- (Signature)_____________________

Governing Law, etc. This Agreement Warrant shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York Delaware with respect to contracts made and to be fully performed therein, without regard to the conflicts of laws principles thereof. The By the Company's execution hereof and the Holder acceptance of this Warrant, the parties hereto hereby expressly and irrevocably (i) agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this AgreementWarrant, shall be brought solely in a federal or state court located in the CityCounty of Cook, County and State of New York. By its execution hereofIllinois, the parties hereby covenant and irrevocably (ii) submit to the in -- personam jurisdiction IN PERSONAM jurisdictxxx of the federal and state courts located in the CityCounty of Cook, -------- County and State of New York Illinois and agree that any process in any such action axxxxn may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto the County of Cook, State of Illinois, and (iii) waive any claim that any such xxxx jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam IN PERSONAM jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8February 25, 2006 XA2005 PATRON SYSTEMS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- ------------------------------------------------- Name: Xxxxxx Xxxxxx Robert E. Yaw, II Title: President & CEO Chairman of the Xxxxx EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ of the number of shares of the Common Stock of XAPatron Systems, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant)therefor, all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- --------------------- ----------------------------------------------------- (Signature of Registered Owner --------------------------------------- ----------------------------------------------------- (Street Address) --------------------------------------- ----------------------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ NAME OF ASSIGNEE ADDRESS NUMBER OF SHARES ---------------- ------- ------------------ ---------------- and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XAPatron Systems, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- --------------------- ----------------------------------------------------- (Signature) --------------------------------- ----------------------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XAPatron Systems, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XAPatron Systems, Inc. Registration Rights Agreement, dated as of ______ __, 20062005, by and between XAPatron Systems, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)---------------------

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. Dated: ___________ WARRANT SIGNATURE PAGE ---------------------- Dated: August 8, 2006 XA, TITAN ENERGY WORLDWIDE,INC. By: /s/ Xxxxxx Xxxxxx -------------------------- :_______________________________ Name: Xxxxxx Xxxxxx _________________________ Title: President & CEO __________________________ EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases purchase ________ shares of the Common Stock of XATitan Energy Worldwide, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- :________________________ ___________________________________________ (Signature of Registered Owner --------------------------------------- Owner) ___________________________________________ (Street Address) --------------------------------------- ___________________________________________ (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint ___________________________ Attorney to make such transfer on the books of XATitan Energy Worldwide, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of :____________________________ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)_________________________________________ ___________________________________________

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. Remainder of Page Intentionally Left Blank WARRANT SIGNATURE PAGE ---------------------- Dated: August 8December 20, 2006 XA, INC2007 SUNCREST GLOBAL ENERGY CORP. By: /s/ Xxxxxx Xxxxxx -------------------------- --------------------------------------- Name: Xxxxxx Xxxxxx Bruce Widener Title: President & CEO Xxxxx Xxxxxxxve Officer EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., Suncrest Global Energy Corp. purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- -------------------- --------------------------------------- (Signature of Registered Owner Owner) --------------------------------------- (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ---------------- ------- ------------------ ---------------- and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc.Suncrest Global Energy Corp., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- --------------------------------------- (Signature) --------------------------------- --------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc.Suncrest Global Energy Corp., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ ____, 20062007, by and between XA, Inc. Suncrest Global Energy Corp. and the Holder. Laidlaw & Co. (UK) Ltd. Dated: ------------------------ -------------------------- (Signature)--------------------

Governing Law, etc. This Agreement Warrant shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, Warrant shall be brought solely in a federal or state court located in the City, County County, and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam inpersonam jurisdiction of the federal and state courts located in the City, -------- County County, and State of New York and agree that any process in any such action may be served upon any of them personally, personally or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. EAST\42878168.1 WARRANT SIGNATURE PAGE ---------------------- Dated: August 8April 1, 2006 XA2010 CMG HOLDINGS GROUP, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EAST\42878168.1 EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XACMG Holdings Group, Inc., purchasable with this Warrant, and herewith makes payment therefor (either check one): _______ in cash cash; or _______ pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- Owner) (Street Address) --------------------------------------- (City / State / Zip Code) EAST\42878168.1 EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)B

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State California, without reference to conflict of New York without regard laws principles. Any disputes under this Agreement shall be subject to the conflicts exclusive jurisdiction and venue of laws principles thereofthe California state courts and the Federal courts located in Santa Xxxxx County, California. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit consent to the in -- personam personal and exclusive jurisdiction and venue of the federal and state courts located in the City, -------- County and State of New York and agree these courts. Recipient acknowledges that any process in any such action may be served upon any of them personallyimproper disclosure, or by certified mail or registered mail upon them or their agentthreatened disclosure, return receipt requestedof Disclosing Party Confidential Information will cause irreparable harm to Disclosing Party, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim thus that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein Disclosing Party shall be entitled to, among other forms of relief, injunctive relief to payment from the other party hereto of all prevent any such unauthorized disclosure. There are no understandings, agreements, or representations, expressed or implied, not specified herein. This Agreement may not be amended, nor may any obligation hereunder be waived, except by a writing signed by both parties hereto. Recipient's obligations under this Agreement shall survive termination of its reasonable legal fees association with Disclosing Party regardless of the manner of such termination and expensesshall be binding upon Recipient's heirs, successors and assigns. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8This Agreement supersedes any course of dealing, 2006 XAusage of trade and any previous agreements between the parties relating to the subject matter hereof. ADFORCE, INC. XXXX.XXX By:/s/ By: /s/ Xxxxxx Xxxxxx -------------------------- ----------------------------- ---------------------------- Duly Authorized Signatory Duly Authorized Signatory Printed Name: Xxx X. Xxxxxxx Printed Name: Xxxxxx Xxxxxx Xxx ------------------- ------------------ Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- Title:Director -------------------------- ------------------------- ADFORCE ASIA LIMITED COMPUSERVE CONSULTANTS, LTD. By: (To be executed only upon exercise of Warrantsigned) By: /s/ ----------------------------- ---------------------------- Duly Authorized Signatory Duly Authorized Signatory Printed Name: Printed Name: Xxxxxxxx Xxx ------------------- ------------------ Title: Title: Executive Director -------------------------- ------------------------- [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. SCHEDULE 1 ---------- Capitalization The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ parties shall purchase shares of in the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant JV according to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Datedfollowing schedule: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth belowCOMMON SHARES Price per Share: Name of Assignee Address Number of HK$[*] Party Investment Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)-------------------------------------------------------------- AdForce [*] 3,051,242 Xxxx.xxx [*] 2,934,783 CompuServe [*] 388,199 -------------------------------------------------------------- Total [*] 6,374,224

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8July __, 2006 XA2008 BEACON ENTERPRISE SOLUTIONS GROUP, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Xxxxx Xxxxxxx Title: President & CEO Chief Executive Officer EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XABeacon Enterprise Solutions Group, Inc., Inc. purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint :____________________________ Attorney to make such transfer on the books (Signature of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- Registered Owner) (SignatureStreet Address) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (SignatureCity / State / Zip Code)

Governing Law, etc. This Agreement Warrant and the performance of the obligations of the parties hereunder shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York Colorado, without regard giving effect to the conflicts any choice of laws principles thereoflaw principles. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8February 20, 2006 XA2007 PATRON SYSTEMS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- --------------------------------- Name: Xxxxxx Xxxxxx Martin T. Johnson Title: President & CEO Chief Fixxxxxxx Xxxxxxx EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ of the number of shares of the Common Stock of XAPatron Systems, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant)therefor, all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- ------------------------------ ----------------------------------------- (Signature of Registered Owner --------------------------------------- ----------------------------------------- (Street Address) --------------------------------------- ----------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ NAME OF ASSIGNEE ADDRESS NUMBER OF SHARES ---------------- ------- ------------------ ---------------- and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XAPatron Systems, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- ------------------------------ ----------------------------------------- (Signature) --------------------------------- ----------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XAPatron Systems, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XAPatron Systems, Inc. Registration Rights Agreement, dated as of ______ __, 2006, Agreement by and between XAPatron Systems, Inc. and the Holder. Dated: ------------------------ -------------------------- ------------------------------ ----------------------------------------- (Signature)

Governing Law, etc. This Agreement Warrant shall be governed by and construed ------------------- exclusively solely in accordance with the internal laws of the State of New York with respect to contracts made and to be fully performed therein, without regard to the conflicts of laws principles thereof. The By the Company's execution hereof and the Holder's acceptance of this Warrant, the parties hereto hereby expressly and irrevocably (i) agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this AgreementWarrant or the consummation of the transactions contemplated hereby, shall be brought solely in a federal or state court located in the CityCounty of Cook, County and State of New York. By its execution hereofIllinois, the parties hereby covenant and irrevocably (ii) submit to the in -- personam jurisdiction IN PERSONAM xxxisdiction of the federal and state courts located in the CityCounty of Cook, -------- County and State of New York Illinois and agree that any process in any such axx xuch action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto the County of Cook, State of Illinois, and (iii) waive any claim that txxx any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam IN PERSONAM jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal counsel fees and expensesdisbursements. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8, 2006 XA2005 -------------------- PATRON SYSTEMS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- ----------------------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ of the number of shares of the Common Stock of XAPatron Systems, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant)therefor, all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- ------------------------------ -------------------------------------------- (Signature of Registered Owner --------------------------------------- -------------------------------------------- (Street Address) --------------------------------------- -------------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ NAME OF ASSIGNEE ADDRESS NUMBER OF SHARES ---------------- ------- ------------------ ---------------- and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XAPatron Systems, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- ------------------------------ -------------------------------------------- (Signature) --------------------------------- -------------------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XAPatron Systems, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XAPatron Systems, Inc. Registration Rights Agreement, dated as of ______ __June 6, 20062005, by and between XAPatron Systems, Inc. and the Holder. Dated: ------------------------ -------------------------- ------------------------------ -------------------------------------------- (Signature)

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8June ___, 2006 2007 XA, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO 200,000 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature):

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8________ __, 2006 XA2008 WHERIFY WIRELESS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XAWherify Wireless, Inc., purchasable with this Warrant, and herewith makes payment therefor therefore (either in cash or pursuant to the cashless exercise provisions set forth in SECTION Section 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. The undersigned makes the representations and warranties set forth in Section 3 of the Warrant. Dated: ----------------------- --------------------------------------- (Signature of Registered Owner --------------------------------------- (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint _____________________________ Attorney to make such transfer on the books (Signature of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- Registered Owner) (SignatureStreet Address) --------------------------------- (WitnessCity / State / Zip Code) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)EXHIBIT B

Governing Law, etc. This Agreement Warrant shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this AgreementWarrant, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York Xxxxx xx Xxx Xxxx and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable and documented legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Dated: August 8___________ __, 2006 XA2007 WHERIFY WIRELESS, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- Name: Xxxxxx Xxxxxx Title: President & CEO Warrant #: IW - Issued to _________________ For________ Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XAWherify Wireless, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant)therefor, all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- _________________ (Signature of Registered Owner --------------------------------------- Owner) (Street Address) --------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Wherify Wireless Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- (Signature) --------------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- (Signature)__________

Governing Law, etc. This Agreement shall be governed by and construed ------------------- exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City, County and State of New York. By its execution hereof, the parties hereby covenant and irrevocably submit to the in -- personam jurisdiction of the federal and state courts located in the City, -------- County and State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New York City. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with -- -------- respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable legal fees and expenses. WARRANT SIGNATURE PAGE ---------------------- Remainder of Page Intentionally Left Blank Dated: August 8October 23, 2006 XA, INC. By: /s/ Xxxxxx Xxxxxx -------------------------- ------------------------------ Name: Xxxxxx Xxxxxx Title: President & CEO 187,500 Shares EXHIBIT A SUBSCRIPTION FORM ----------------- (To be executed only upon exercise of Warrant) The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ shares of the Common Stock of XA, Inc., purchasable with this Warrant, and herewith makes payment therefor (either in cash or pursuant to the cashless exercise provisions set forth in SECTION 1 of --------- the Warrant), all at the price and on the terms and conditions specified in this Warrant. Dated: ----------------------- --------------------------------------- ---------------- -------------------------------------- (Signature of Registered Owner --------------------------------------- -------------------------------------- (Street Address) --------------------------------------- -------------------------------------- (City / State / Zip Code) EXHIBIT B FORM OF ASSIGNMENT ------------------ FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock set forth below: Name of Assignee Address Number of Shares ------------------ ------- --------- ------------------ and does hereby irrevocably constitute and appoint __________________________ Attorney to make such transfer on the books of XA, Inc., maintained for the purpose, with full power of substitution in the premises. Dated: -------------------- --------------------------------- ---------------------- --------------------------- (Signature) --------------------------------- --------------------------- (Witness) The undersigned Assignee of the Warrant hereby makes to XA, Inc., as of the date hereof, with respect to the Assignee, all of the representations and warranties made by the Holder, and the undersigned Assignee agrees to be bound by all the terms and conditions of the Warrant and the XA, Inc. Registration Rights Agreement, dated as of ______ __, 2006, by and between XA, Inc. and the Holder. Dated: ------------------------ -------------------------- ----------------- --------------------------- (Signature)