MANAGEMENT FEE AGREEMENT

Fee Agreement

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XL GENERATION INTERNATIONAL INC.

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

MEMORANDUM

The undersigned hereby acknowledge the following in respect of that certain company incorporated under Part 1A of the Quebec Companies Act as XL Generation Canada Inc. (“XLGC”):

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;

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.

Confidential Memorandum re XL Generation Canada Inc.

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.

[ Continued ]

Confidential Memorandum re XL Generation Canada Inc.

THIS CONFIDENTIAL MEMORANDUM IS HEREBY DULY ACKNOWLEDGED BY THE UNDERSIGNED AS OF THIS 10TH DAY OF APRIL 2006:

XL GENERATION CANADA INC.

By:	/s/ Albert Beerli
	Name: Albert Beerli

ALBERT BEERLI, INDIVIDUALLY

By:	/s/ Albert Beerli
	Name: Albert Beerli

XL GENERATION INTERNATIONAL INC.

By:	/s/ A.C. Gilmour
	Name: A.C. GIlmour Title: Board of Directors

XL GENERATION INTERNATIONAL INC.

By:	/s/ F. Munck
	Name: F Munck Title: CFO

XL GENERATION AG.

By:	/s/ Albert Beerli
	Name: Albert Beerli Title: Director

Exhibit A to

Confidential Memorandum re XL Generation Canada Inc.

Management Agreement

The terms of the attached Management Agreement, entered into effective as of February of 2004, have been subsequently altered by the transfer of the ownership of XL Generation Canada Inc. from XL Generation AG to Mr. Albert Beerli, as set forth in the Confidential Memorandum.

MANAGEMENT FEE AGREEMENT

EFFECTIVE AS OF February, 2004

	XL Generation AG, a company duly created and organized under the legislation of Switzerland, having represented by Mr. Alain Lemieux who declares being authorized to sign the present document; (Hereinafter referred to as the “XLG”)
AND:
	XL Generation Canada inc., a company duly created under the Laws of Canada, having represented by Mr. Daniel Chaussé who declares being authorised to sign the present documents; (Hereinafter referred to as the “Canada”)