MANAGEMENT FEE AGREEMENT

Fee Agreement

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This Fee Agreement involves

XL GENERATION INTERNATIONAL INC.

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Title: MANAGEMENT FEE AGREEMENT
Date: 4/13/2006

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MANAGEMENT FEE AGREEMENT

EFFECTIVE AS January, 2006

XL Generation AG,a company duly created and organized under the legislation of Switzerland, duly represented by Mr Alain Lemieux who declares being authorized to sign the present document.

Hereinafter referred to as the “XLG”)

AND:	Polyprod inc., a company duly created under the Laws of Canada, duly represented by Mr. Domenico Malatesta who declares being authorized to sign the present document; (Hereinafter referred to as the “Polyprod”)

RECITALS

A. XLG has appointed Polyprod to manufacture turf and non turf sport surfaces including landscape and playground.

B. XLG maintains a bureau of “liaison” in Montreal mainly for customer after sale support, support to agent and distributor and for marketing and to oversee Polyprod’s manufacturing process.

C. XLG staff in Montreal, has no power of any kind to close sales with client.

D. Some sales of XLG may be closed with Canadian Customer and GST and PST should be collected by the Vendor but XLG does not have Registration Number for GST and PST.

E Polyprod is willing, in consideration of a fee, to act as the representative of XLG in Canada for some technical or clerical issue regarding its activity in Canada which does not attract business income but which is important for XLG.

AGREEMENT

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

1.	POLYPROD AS THE REPRESENTATIVE OF XLG IN POLYPROD

1.1.	XLG hereby appoints Polyprod, which accept, as the representative of XLG for the following financial issues:

1.1.1.

To use Polyprod’s registration number with the Tax Authorities in respect of Payroll taxes, GST and PST. Polyprod shall be the representative of XLG in Canada for the purpose of the said legislations.

1.1.2.

To employ, under the name of Polyprod, all the staff required by XLG to be hired in Canada.

1.1.3.

To pay the salary of XLG’s staff appointed to Polyprod and including all the payroll taxes and other similar taxes payable by Canadian employees in normal circumstance.

1.1.4.

To reimburse expenses, from time to time, to the employees of XLG upon authorization of XLG.

1.1.5.

To pay other fees, including consulting fees, required by XLG to third parties.

1.1.6.

To pay administrative fee charged by Polyprod for the use of the premises of Polyprod by XLG and other charges related to the premises.

1.1.7.

To maintain a separate bank account related to issues addressed in this document.

1.1.8.

Generally to act as the representative of XLG regarding Polyprod and regarding transfer of money that can be transferred on behalf of XLG to Polyprod by third parties.

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