MANAGEMENT FEE AGREEMENT

1.

XLGC is wholly owned by Mr. Albert Beerli;

2.

XLGC is a corporation without any active operating activities on its own;

3.

XLGC owns a bank account and acts solely as an agent in respect of such bank account to facilitate pass-through transactions on behalf of XL Generation AG (“XLGAG”) and XL Generation International, Inc. (“XLGI”) (collectively, the “Pass-Through Transactions”);

4.

XLGC has not, directly or indirectly, entered into any agreement, either written or verbal, with Mr. Beerli for any purpose during any of the periods which are included in any of the consolidated audited financial statements of XLGI;

5.

XLGC has not, directly or indirectly, paid, delivered or granted to Mr. Beerli any compensation or remuneration of any nature or kind for any purpose, reason or matter whatsoever, including, without limitation, assuming any liability or paying any obligation on behalf of Mr. Beerli, during any of the periods which are included in the audited financial statements of XLGI;

6.

Mr. Beerli has not, directly or indirectly, received any equity dividends or distributions of any nature or kind from XLGC within any of the periods which are included in the audited financial statements of XLGI;

7.

Mr. Beerli will not receive any financial, equitable or beneficial interest in respect of the Pass-Through Transactions and Mr. Beerli irrevocably disclaims any such interest therein, to the benefit of XLGI.

8.

XLGC undertakes not to enter into any active operating activities other than the Pass-Through Transactions without written consent from XLGI;

9.

Mr. Albert Beerli undertakes not to directly or indirectly enter into any transactions of any nature or kind with or through XLGC or obtain any equitable or beneficial interest of any nature derived, directly or indirectly, from or through XLGC, except with the written consent of XLGI.

10.

It is possible that in the near future the ownership of XLGC will return to XLGeneration AG for $1,00 and that the management agreement of 2005 will be extended for 2006.

11.

The undersigned acknowledge and agree that this document and all related documents are drafted in English only/ Vous consentez à ce que le présent document et les documents afférents soient rédigés uniquement en anglais.