Exhibit 10.18

                              COMMON STOCK PURCHASE

                                    AGREEMENT

                          Dated as of December 6th 2005

                                  by and among

                        XL GENERATION INTERNATIONAL INC.

                                       and

                        THE PURCHASER LISTED ON EXHIBIT A


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                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I    Purchase and Sale of Common Stock and Warrants..................1
      Section 1.1   Purchase and Sale of Common Stock and Warrants...........1
      Section 1.2   Purchase Price and Closing...............................1

ARTICLE II   Representations and Warranties..................................2
      Section 2.1   Representations and Warranties of the Company............2
      Section 2.2   Representations and Warranties of the
                    Purchaser................................................9

ARTICLE III  Covenants......................................................13
      Section 3.1   Securities Compliance...................................13
      Section 3.2   Registration and Listing................................13
      Section 3.3   Inspection Rights.......................................13
      Section 3.4   Compliance with Laws....................................13
      Section 3.5   Keeping of Records and Books of Account.................13
      Section 3.6   Reporting Requirements..................................14
      Section 3.7   Other Agreements........................................14
      Section 3.8   Subsequent Financings; Right of First Refusal...........14
      Section 3.9   Use of Proceeds.........................................16
      Section 3.10  Reporting Status........................................16
      Section 3.11  Disclosure of Transaction...............................16
      Section 3.12  Disclosure of Material Information......................16
      Section 3.13  Pledge of Securities....................................16
      Section 3.14  Registration Statements.................................17

ARTICLE IV   Conditions.....................................................16
      Section 4.1   Conditions Precedent to the Obligation of the
                    Company to Close and to Sell the Securities.............16
      Section 4.2   Conditions Precedent to the Obligation of the
                    Purchaser to Close and to Purchase the
                    Securities..............................................16

ARTICLE V    Certificate Legend.............................................18
      Section 5.1   Legend..................................................19

ARTICLE VI   Indemnification................................................20
      Section 6.1   General Indemnity.......................................20
      Section 6.2   Indemnification Procedure...............................20

ARTICLE VII  Miscellaneous..................................................21
      Section 7.1   Fees and Expenses.......................................21
      Section 7.2   Specific Performance; Consent to
                    Jurisdiction; Venue.....................................22
      Section 7.3   Entire Agreement; Amendment.............................22
      Section 7.4   Notices.................................................22
      Section 7.5   Waivers.................................................23
      Section 7.6   Headings................................................23
      Section 7.7   Successors and Assigns..................................23
      Section 7.8   No Third Party Beneficiaries............................24


<PAGE>

                                TABLE OF CONTENTS

                                   (continued)

                                                                           Page

      Section 7.9   Governing Law...........................................24
      Section 7.10  Survival................................................24
      Section 7.11  Counterparts............................................24
      Section 7.12  Publicity...............................................24
      Section 7.13  Severability............................................24
      Section 7.14  Further Assurances......................................25


<PAGE>

                         COMMON STOCK PURCHASE AGREEMENT

      This COMMON STOCK PURCHASE  AGREEMENT dated as of December ___, 2005 (this
"Agreement")  by  and  between  XL  Generation   International  Inc.,  a  Nevada
corporation  (the  "Company"),  and the  purchaser  listed on Exhibit A attached
hereto (the  "Purchaser"),  for the purchase and sale of shares of the Company's
common stock, par value $0.001 per share (the "Common Stock") by the Purchaser.

      The parties hereto agree as follows:

                                   ARTICLE I

                 PURCHASE AND SALE OF COMMON STOCK AND WARRANTS

                      Section  1.1   Purchase  and  Sale  of  Common  Stock  and
            Warrants.

            (a) Upon the following terms and conditions, the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, an
aggregate of  approximately  400,000  shares of Common Stock (the "Shares") at a
price per share of $1.00  (the "Per  Share  Purchase  Price")  for an  aggregate
purchase price of $400,000 (the "Purchase Price"). The Company and the Purchaser
are executing and delivering  this Agreement in accordance  with and in reliance
upon the exemption from securities  registration afforded by Section 4(2) of the
U.S.  Securities  Act of  1933,  as  amended,  and  the  rules  and  regulations
promulgated   thereunder  (the  "Securities   Act"),   including   Regulation  D
("Regulation D"), and Regulation S promulgated thereunder and/or upon such other
exemption  from the  registration  requirements  of the Securities Act as may be
available with respect to any or all of the investments to be made hereunder.

            (b) Upon the following terms and conditions,  the Purchaser shall be
issued (i) Series B  Warrants,  in  substantially  the form  attached  hereto as
Exhibit B (the "Series B Warrants"),  to purchase the number of shares of Common
Stock  equal to twice  the  number  of Shares  purchased  pursuant  to the terms
hereof,  such amount to be set forth opposite such Purchaser's name on Exhibit A
attached hereto.  The Warrants shall have an exercise price of $1.25 per Warrant
(as  defined  in the  respective  Warrant)  and shall be  exercisable  as stated
therein.  Any shares of Common Stock issuable upon exercise of the Warrants (and
such shares when  issued) are herein  referred to as the "Warrant  Shares".  The
Shares, the Warrants and the Warrant Shares are sometimes  collectively referred
to herein as the "Securities".

Purchase  Price and Closing.  Subject to the terms and  conditions  hereof,  the
Company agrees to issue and sell to the Purchaser and, in  consideration  of and
in express reliance upon the representations,  warranties,  covenants, terms and
conditions of this  Agreement,  the  Purchaser  agrees to purchase the number of
Shares and  Warrants set forth  opposite its name on Exhibit A attached  hereto.
The closing of the  purchase  and sale of the Shares and Warrants to be acquired
by the Purchaser from the Company under this  Agreement  shall take place at the
offices of XL Generation International Inc., 460 St-Gabriel, Suite 21, Montreal,
province of Quebec, Canada (the "Closing") at 11:59 p.m., Eastern time (i) on or
before  December___ , 2005;  provided,  that all of the  conditions set forth in
Article IV hereof and  applicable  to the Closing  shall have been  fulfilled or
waived in accordance  herewith,  or (ii) at such other time and place or on such
date as the  Purchaser  and the  Company  may agree upon (the  "Closing  Date").
Subject  to the terms and  conditions  of this  Agreement,  at the  Closing  the
Company  shall  deliver  or  cause  to  be  delivered  to  the  Purchaser  (i) a
certificate  registered in the name of such Purchaser representing the number of
Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a
Series A Warrant,  to purchase  such number of shares of Common  Stock as is set
forth opposite the name of such Purchaser on Exhibit A attached  hereto.  At the
Closing,  the Purchaser  shall deliver its Purchase Price by wire transfer to an
account designated by the Company.


                                       1
<PAGE>

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

                      Section 2.1 Representations and Warranties of the Company.
            The Company hereby  represents and warrants to the Purchaser,  as of
            the date  hereof and the  Closing  Date  (except as set forth on the
            Schedule of Exceptions  attached hereto with each numbered  Schedule
            corresponding to the section number herein), as follows:

            (a)  Organization,  Good  Standing  and  Power.  The  Company  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of Nevada and has the requisite  corporate power to own, lease
and operate its  properties  and assets and to conduct its business as it is now
being  conducted.  The  Company  does have  Subsidiaries  (as defined in Section
2.1(g)) and does not own  securities  of any kind in any other entity  except as
set forth on Schedule  2.1(g).  The Company and each such Subsidiary (as defined
in Section 2.1(g)) is duly qualified as a foreign corporation to do business and
is in good  standing in every  jurisdiction  in which the nature of the business
conducted or property owned by it makes such qualification  necessary except for
any  jurisdiction(s)  (alone or in the  aggregate) in which the failure to be so
qualified  will not have a Material  Adverse  Effect.  For the  purposes of this
Agreement,  "Material Adverse Effect" means any effect on the business,  results
of operations,  prospects,  assets or condition  (financial or otherwise) of the
Company that is material and adverse to the Company and its subsidiaries,  taken
as a whole, and/or any condition,  circumstance, factor or situation (including,
without  limitation,  an investigation by the Securities and Exchange Commission
(the "Commission")) that would prohibit or otherwise  materially  interfere with
the  ability  of the  Company  from  entering  into  and  performing  any of its
obligations  under the Transaction  Documents (as defined below) in any material
respect.

            (b)  Authorization;  Enforcement.  The  Company  has  the  requisite
corporate  power and  authority  to enter into and perform this  Agreement,  the
Warrants and that certain Registration Rights Agreement by and among the Company
and the  Purchaser,  dated as of the date hereof,  substantially  in the form of
Exhibit C attached hereto (the  "Registration  Rights  Agreement" and,  together
with this Agreement and the Warrants, the "Transaction  Documents") and to issue
and sell the  Securities in accordance  with the terms  hereof.  The  execution,
delivery and  performance  of the  Transaction  Documents by the Company and the
consummation by it of the transactions  contemplated  thereby have been duly and
validly authorized by all necessary  corporate action,  and, except as set forth
on Schedule  2.1(b),  no further consent or  authorization  of the Company,  its
Board of Directors or stockholders  is required.  When executed and delivered by
the Company,  each of the  Transaction  Documents  shall  constitute a valid and
binding obligation of the Company  enforceable against the Company in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,    reorganization,    moratorium,   liquidation,    conservatorship,
receivership or similar laws relating to, or affecting generally the enforcement
of, creditor's  rights and remedies or by other equitable  principles of general
application.


                                       2
<PAGE>

            (c)  Capitalization.  The authorized capital stock of the Company as
of  December  ____,  2005 is set forth on  Schedule  2.1(c)  hereto.  All of the
outstanding shares of the Common Stock and any other outstanding security of the
Company  have  been  duly and  validly  authorized.  Except as set forth in this
Agreement and as set forth on Schedule 2.1(c) hereto,  no shares of Common Stock
or any other  security  of the  Company are  entitled  to  preemptive  rights or
registration  rights  and there are no  outstanding  options,  warrants,  scrip,
rights to subscribe to, call or commitments of any character whatsoever relating
to, or securities or rights convertible into, any shares of capital stock of the
Company. Furthermore,  except as set forth in this Agreement and as set forth on
Schedule 2.1(c) hereto, there are no contracts, commitments,  understandings, or
arrangements  by which the  Company is or may become  bound to issue  additional
shares of the  capital  stock of the Company or  options,  securities  or rights
convertible  into shares of capital  stock of the Company.  Except for customary
transfer  restrictions  contained in  agreements  entered into by the Company in
order to sell  restricted  securities or as provided on Schedule  2.1(c) hereto,
the  Company  is not a party  to or  bound  by any  agreement  or  understanding
granting  registration or anti-dilution rights to any person with respect to any
of its equity or debt securities.  Except as set forth on Schedule  2.1(c),  the
Company  is not a  party  to,  and it has no  knowledge  of,  any  agreement  or
understanding  restricting  the voting or  transfer of any shares of the capital
stock of the Company.

            (d) Issuance of Securities. The Shares and the Warrants to be issued
at the Closing have been duly authorized by all necessary  corporate action and,
when paid for and issued in  accordance  with the terms hereof and the Warrants,
respectively,  the Shares and the Warrant Shares will be validly  issued,  fully
paid and nonassessable and free and clear of all liens,  encumbrances and rights
of refusal of any kind and the holders shall be entitled to all rights  accorded
to a holder of Common Stock.

            (e) No Conflicts.  The  execution,  delivery and  performance of the
Transaction  Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby, and the issuance of the Securities
as  contemplated  hereby,  do not and will not (i) violate or conflict  with any
provision of the Company's  Articles of Incorporation (the "Articles") or Bylaws
(the "Bylaws"),  each as amended to date, or any Subsidiary's comparable charter
documents,  (ii) conflict  with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of  termination,  amendment,  acceleration  or  cancellation  of, any
agreement,  mortgage,  deed of trust,  indenture,  note,  bond,  license,  lease
agreement,  instrument  or  obligation  to  which  the  Company  or  any  of its
Subsidiaries  is a party or by which  the  Company  or any of its  Subsidiaries'
respective properties or assets are bound, or (iii) result in a violation of any
federal,  state, local or foreign statute, rule, regulation,  order, judgment or
decree (including federal and state securities laws and regulations)  applicable
to the Company or any of its  Subsidiaries  or by which any property or asset of
the Company or any of its  Subsidiaries  are bound or affected,  except,  in all
cases,  other than violations  pursuant to clauses (i) or (iii) (with respect to
federal and state securities laws) above, except, for such conflicts,  defaults,
terminations,  amendments,  acceleration,  cancellations and violations as would
not, individually or in the aggregate,  have a Material Adverse Effect.  Neither
the  Company  nor any of its  Subsidiaries  is required  under  federal,  state,
foreign or local law, rule or regulation to obtain any consent, authorization or
order of, or make any filing or  registration  with,  any court or  governmental
agency in order for it to  execute,  deliver or perform  any of its  obligations
under the  Transaction  Documents or issue and sell the Securities in accordance
with the terms hereof (other than any filings,  consents and approvals which may
be  required  to be made by the  Company  under  applicable  state  and  federal
securities laws, rules or regulations or any registration provisions provided in
the Registration Rights Agreement).


                                       3
<PAGE>

            (f) Commission Documents,  Financial Statements. The Common Stock of
the Company is registered  pursuant to Section 12(b) or 12(g) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and the Company has
timely filed all  reports,  schedules,  forms,  statements  and other  documents
required  to be  filed  by it with  the  Commission  pursuant  to the  reporting
requirements  of the  Exchange  Act  (all  of the  foregoing  including  filings
incorporated  by reference  therein being referred to herein as the  "Commission
Documents").  At the times of their respective filings,  the Form 10-QSB for the
fiscal  quarters  ended July 31st,  2005,  January 31, 2005 and October 31, 2004
(collectively,  the "Form 10-QSB") and the Form 10-KSB for the fiscal year ended
April 30th , 2005 (the "Form 10-KSB") complied in all material respects with the
requirements of the Exchange Act and the rules and regulations of the Commission
promulgated  thereunder  and other  federal,  state and  local  laws,  rules and
regulations  applicable to such  documents,  and the Form 10-QSB and Form 10-KSB
did not  contain  any untrue  statement  of a  material  fact or omit to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  As of their respective  dates, the financial  statements of the
Company included in the Commission Documents complied as to form in all material
respects with  applicable  accounting  requirements  and the published rules and
regulations of the Commission or other  applicable  rules and  regulations  with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting  principles ("GAAP") applied on a consistent basis
during the periods  involved  (except (i) as may be otherwise  indicated in such
financial  statements  or the  Notes  thereto  or (ii) in the case of  unaudited
interim  statements,  to the extent  they may not  include  footnotes  or may be
condensed or summary  statements),  and fairly present in all material  respects
the  financial  position  of the Company  and its  Subsidiaries  as of the dates
thereof and the results of operations  and cash flows for the periods then ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).

            (g) Subsidiaries.  Schedule 2.1(g) hereto sets forth each Subsidiary
of the Company,  showing the  jurisdiction of its  incorporation or organization
and showing the percentage of each person's  ownership of the outstanding  stock
or other  interests  of such  Subsidiary.  For the  purposes of this  Agreement,
"Subsidiary"  shall  mean any  corporation  or other  entity of which at least a
majority of the securities or other  ownership  interest  having ordinary voting
power  (absolutely  or  contingently)  for the  election of  directors  or other
persons  performing  similar  functions  are  at  the  time  owned  directly  or
indirectly  by the  Company  and/or  any of its other  Subsidiaries.  All of the
outstanding shares of capital stock of each Subsidiary have been duly authorized
and  validly  issued,  and  are  fully  paid  and  nonassessable.  There  are no
outstanding  preemptive,  conversion  or  other  rights,  options,  warrants  or
agreements  granted or issued by or binding upon any Subsidiary for the purchase
or  acquisition  of any shares of capital  stock of any  Subsidiary or any other
securities  convertible  into,  exchangeable  for or  evidencing  the  rights to
subscribe  for any shares of such  capital  stock.  Neither  the Company nor any
Subsidiary is subject to any obligation  (contingent or otherwise) to repurchase
or otherwise acquire or retire any shares of the capital stock of any Subsidiary
or any convertible securities, rights, warrants or options of the type described
in the preceding sentence except as set forth on Schedule 2.1(g) hereto. Neither
the  Company  nor any  Subsidiary  is party to,  nor has any  knowledge  of, any
agreement  restricting the voting or transfer of any shares of the capital stock
of any Subsidiary.


                                       4
<PAGE>

            (h) No Material  Adverse Change.  Since July 31st, 2005, the Company
has not experienced or suffered any Material Adverse Effect, except as disclosed
on Schedule 2.1(h) hereto.

            (i) No  Undisclosed  Liabilities.  Except as  disclosed  on Schedule
2.1(i)  hereto,  since July  31st,  2005,  neither  the  Company  nor any of its
Subsidiaries  has  incurred  any  liabilities,  obligations,  claims  or  losses
(whether liquidated or unliquidated,  secured or unsecured,  absolute,  accrued,
contingent or otherwise) other than those incurred in the ordinary course of the
Company's or its Subsidiaries respective businesses or which, individually or in
the aggregate, are not reasonably likely to have a Material Adverse Effect.

            (j) No Undisclosed  Events or Circumstances.  Since July 31st, 2005,
except as disclosed on Schedule  2.1(j)  hereto,  no event or  circumstance  has
occurred or exists  with  respect to the  Company or its  Subsidiaries  or their
respective businesses, properties, prospects, operations or financial condition,
which,  under applicable law, rule or regulation,  requires public disclosure or
announcement  by the  Company but which has not been so  publicly  announced  or
disclosed.

            (k) Actions Pending. There is no action, suit, claim, investigation,
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the  knowledge  of the  Company,  threatened  against  the Company or any
Subsidiary  which  questions the validity of this  Agreement or any of the other
Transaction Documents or any of the transactions  contemplated hereby or thereby
or any action  taken or to be taken  pursuant  hereto or thereto.  Except as set
forth on Schedule 2.1(k) hereto, there is no action, suit, claim, investigation,
arbitration, alternate dispute resolution proceeding or other proceeding pending
or, to the  knowledge  of the  Company,  threatened  against  or  involving  the
Company,  any Subsidiary or any of their respective  properties or assets, which
individually  or in the aggregate,  could  reasonably be expected,  if adversely
determined,  to have a Material Adverse Effect. There are no outstanding orders,
judgments,   injunctions,   awards  or  decrees  of  any  court,  arbitrator  or
governmental  or  regulatory  body against the Company or any  Subsidiary or any
officers or directors of the Company or Subsidiary in their  capacities as such,
which  individually or in the aggregate,  could reasonably be expected to have a
Material Adverse Effect.

            (l)  Compliance  with  Law.  The  business  of the  Company  and the
Subsidiaries  has been and is presently  being  conducted in accordance with all
applicable  federal,  state and local governmental laws, rules,  regulations and
ordinances,  except  as set forth in the  Commission  Documents  or on  Schedule
2.1(l) hereto or such that, individually or in the aggregate,  the noncompliance
therewith  could not reasonably be expected to have a Material  Adverse  Effect.
The Company and each of its Subsidiaries have all franchises, permits, licenses,
consents and other  governmental  or  regulatory  authorizations  and  approvals
necessary  for the conduct of its  business as now being  conducted by it unless
the failure to possess such franchises,  permits,  licenses,  consents and other
governmental or regulatory authorizations and approvals,  individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.


                                       5
<PAGE>

            (m) Taxes.  The Company and each of the  Subsidiaries has accurately
prepared and filed all federal,  state and other tax returns  required by law to
be filed by it, has paid or made  provisions  for the payment of all taxes shown
to be due and all additional assessments,  and adequate provisions have been and
are  reflected in the financial  statements of the Company and the  Subsidiaries
for all current taxes and other  charges to which the Company or any  Subsidiary
is subject and which are not currently  due and payable.  Except as disclosed on
Schedule 2.1(m) hereto, none of the federal income tax returns of the Company or
any Subsidiary have been audited by the Internal  Revenue  Service.  The Company
has no knowledge of any  additional  assessments,  adjustments or contingent tax
liability (whether federal or state) of any nature  whatsoever,  whether pending
or threatened  against the Company or any Subsidiary for any period,  nor of any
basis for any such assessment, adjustment or contingency.

            (n) Certain Fees. Except as set forth on Schedule 2.1(n) hereto, the
Company has not employed any broker or finder or incurred any  liability for any
brokerage or investment banking fees,  commissions,  finders'  structuring fees,
financial advisory fees or other similar fees in connection with the Transaction
Documents.

            (o) Disclosure. To the best of the Company's knowledge, neither this
Agreement  or the  Schedules  hereto nor any other  documents,  certificates  or
instruments  furnished  to the  Purchaser  by or on behalf of the Company or any
Subsidiary in connection  with the  transactions  contemplated by this Agreement
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements  made herein or therein,  in the light
of the  circumstances  under  which  they  were  made  herein  or  therein,  not
misleading.

            (p)  Operation of Business.  Except as set forth on Schedule  2.1(p)
hereto, the Company and each of the Subsidiaries owns or possesses the rights to
all  patents,  trademarks,  domain  names  (whether or not  registered)  and any
patentable improvements or copyrightable derivative works thereof,  websites and
intellectual  property  rights  relating  thereto,  service marks,  trade names,
copyrights,  licenses and authorizations  which are necessary for the conduct of
its business as now conducted without any conflict with the rights of others.

            (q)   Environmental   Compliance.   The  Company  and  each  of  its
Subsidiaries have obtained all material approvals, authorization,  certificates,
consents,  licenses,  orders and permits or other similar  authorizations of all
governmental authorities,  or from any other person, that are required under any
Environmental Laws. "Environmental Laws" shall mean all applicable laws relating
to  the  protection  of  the  environment  including,  without  limitation,  all
requirements  pertaining  to  reporting,  licensing,  permitting,   controlling,
investigating  or  remediating  emissions,  discharges,  releases or  threatened
releases of hazardous substances, chemical substances, pollutants,  contaminants
or toxic substances,  materials or wastes,  whether solid,  liquid or gaseous in
nature,  into the air,  surface  water,  groundwater or land, or relating to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of hazardous substances, chemical substances,  pollutants,
contaminants or toxic substances,  material or wastes,  whether solid, liquid or
gaseous in nature. To the best of the Company's  knowledge,  the Company has all
necessary  governmental  approvals  required  under  all  Environmental  Laws as
necessary for the Company's business or the business of any of its subsidiaries.
To the best of the Company's knowledge, the Company and each of its subsidiaries
are also in compliance  with all other  limitations,  restrictions,  conditions,
standards, requirements,  schedules and timetables required or imposed under all
Environmental  Laws.  Except for such instances as would not  individually or in
the  aggregate  have a  Material  Adverse  Effect,  there are no past or present
events, conditions,  circumstances,  incidents, actions or omissions relating to
or in any way  affecting  the Company or its  subsidiaries  that  violate or may
violate any  Environmental  Law after the Closing  Date or that may give rise to
any environmental  liability,  or otherwise form the basis of any claim, action,
demand,  suit,  proceeding,  hearing,  study  or  investigation  (i)  under  any
Environmental  Law, or (ii) based on or related to the manufacture,  processing,
distribution,  use, treatment, storage (including without limitation underground
storage tanks),  disposal,  transport or handling,  or the emission,  discharge,
release or threatened release of any hazardous substance.


                                       6
<PAGE>

            (r) Books and Records; Internal Accounting Controls. The records and
documents of the Company and its Subsidiaries accurately reflect in all material
respects  the  information  relating  to the  business  of the  Company  and the
Subsidiaries, the location and collection of their assets, and the nature of all
transactions  giving  rise to the  obligations  or  accounts  receivable  of the
Company or any Subsidiary.  The Company and each of its Subsidiaries  maintain a
system of  internal  accounting  controls  sufficient,  in the  judgment  of the
Company's  board  of  directors,   to  provide  reasonable  assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles  and to maintain  asset  accountability,  (iii) access to
assets is permitted  only in accordance  with  management's  general or specific
authorization and (iv) the recorded  accountability  for assets is compared with
the existing assets at reasonable  intervals and  appropriate  actions are taken
with respect to any differences.

            (s) Material Agreements.  Except for the Transaction Documents (with
respect to clause (i) only), as disclosed in the Commission  Documents or as set
forth on Schedule 2.1(s) hereto,  or as would not be reasonably likely to have a
Material  Adverse  Effect,  (i) the  Company and each of its  Subsidiaries  have
performed  all  obligations  required to be  performed by them to date under any
written or oral contract, instrument, agreement, commitment, obligation, plan or
arrangement,  filed or required to be filed with the  Commission  (the "Material
Agreements"),  (ii) neither the Company nor any of its Subsidiaries has received
any notice of default under any Material Agreement and, (iii) to the best of the
Company's  knowledge,  neither  the Company  nor any of its  Subsidiaries  is in
default  under any  Material  Agreement  now in effect.


                                       7
<PAGE>

            (t) Transactions  with  Affiliates.  Except as set forth on Schedule
2.1(t)  hereto,  there  are no loans,  leases,  agreements,  contracts,  royalty
agreements,   management   contracts  or   arrangements   or  other   continuing
transactions  between (a) the Company, any Subsidiary or any of their respective
customers or suppliers on the one hand,  and (b) on the other hand, any officer,
employee,  consultant or director of the Company, or any of its Subsidiaries, or
any person  owning any  capital  stock of the Company or any  Subsidiary  or any
member of the immediate family of such officer, employee,  consultant,  director
or  stockholder or any  corporation or other entity  controlled by such officer,
employee,  consultant,  director or  stockholder,  or a member of the  immediate
family of such officer, employee, consultant,  director or stockholder which, in
each case,  is required to be  disclosed in the  Commission  Documents or in the
Company's most recently filed  definitive  proxy statement on Schedule 14A, that
is not so disclosed in the Commission Documents or in such proxy statement.

            (u)  Securities  Act of  1933.  Based  in  material  part  upon  the
representations  herein of the  Purchaser,  the  Company has  complied  and will
comply with all applicable  federal and state securities laws in connection with
the offer,  issuance and sale of the Securities  hereunder.  Neither the Company
nor anyone acting on its behalf, directly or indirectly, has or will sell, offer
to sell or solicit offers to buy any of the Securities or similar securities to,
or solicit  offers with respect  thereto  from,  or enter into any  negotiations
relating thereto with, any person, or has taken or will take any action so as to
bring the  issuance  and sale of any of the  Securities  under the  registration
provisions of the  Securities  Act and  applicable  state  securities  laws, and
neither the Company nor any of its  affiliates,  nor any person acting on its or
their  behalf,  has  engaged  in any form of  general  solicitation  or  general
advertising  (within the meaning of  Regulation D under the  Securities  Act) in
connection with the offer or sale of any of the Securities.

            (v) ERISA. No liability to the Pension Benefit Guaranty  Corporation
has  been  incurred  with  respect  to any  Plan  by the  Company  or any of its
Subsidiaries  which is or would be  materially  adverse to the  Company  and its
Subsidiaries.  The execution and delivery of this Agreement and the issuance and
sale of the Securities will not involve any transaction  which is subject to the
prohibitions  of Section 406 of the Employee  Retirement  Income Security Act of
1974, as amended  ("ERISA") or in  connection  with which a tax could be imposed
pursuant  to Section  4975 of the  Internal  Revenue  Code of 1986,  as amended,
provided  that,  if any of the  Purchaser,  or any person or entity  that owns a
beneficial  interest in any of the Purchaser,  is an "employee  pension  benefit
plan"  (within the meaning of Section  3(2) of ERISA) with  respect to which the
Company is a "party in interest" (within the meaning of Section 3(14) of ERISA),
the requirements of Sections  407(d)(5) and 408(e) of ERISA, if applicable,  are
met. As used in this  Section  2.1(aa),  the term "Plan" shall mean an "employee
pension  benefit  plan" (as defined in Section 3 of ERISA)  which is or has been
established or maintained,  or to which  contributions are or have been made, by
the  Company  or any  Subsidiary  or by any trade or  business,  whether  or not
incorporated,  which,  together  with the  Company or any  Subsidiary,  is under
common control, as described in Section 414(b) or (c) of the Code.

            (w) No  Integrated  Offering.  Neither the  Company,  nor any of its
affiliates,  nor any  person  acting on its or their  behalf,  has  directly  or
indirectly  made any offers or sales of any security or solicited  any offers to
buy any  security  under  circumstances  that would  cause the  offering  of the
Securities  pursuant to this Agreement to be integrated  with prior offerings by
the Company for purposes of the  Securities  Act which would prevent the Company
from selling the Securities  pursuant to Regulation D and Rule 506 thereof under
the Securities  Act, or any  applicable  exchange-related  stockholder  approval
provisions,  nor will the Company or any of its affiliates or subsidiaries  take
any  action or steps that  would  cause the  offering  of the  Securities  to be
integrated  with other  offerings.  The Company  does not have any  registration
statement  pending  before the  Commission or currently  under the  Commission's
review.


                                       8
<PAGE>

            (x)  Sarbanes-Oxley  Act. The Company is in  substantial  compliance
with  the  applicable   provisions  of  the  Sarbanes-Oxley  Act  of  2002  (the
"Sarbanes-Oxley  Act"),  and the rules and regulations  promulgated  thereunder,
that are effective  and intends to comply  substantially  with other  applicable
provisions of the Sarbanes-Oxley Act, and the rules and regulations  promulgated
thereunder, upon the effectiveness of such provisions.

                      Section  2.2   Representations   and   Warranties  of  the
            Purchaser.  The  Purchaser  hereby  represents  and  warrants to the
            Company  with  respect  solely to itself and not with respect to any
            other  Purchaser  as  follows  as of the date  hereof  and as of the
            Closing Date:

            (a) Organization and Standing of the Purchaser.  If the Purchaser is
an  entity,  such  Purchaser  is a  corporation,  limited  liability  company or
partnership  duly  incorporated  or  organized,  validly  existing  and in  good
standing  under  the  laws  of  the   jurisdiction  of  its   incorporation   or
organization.

            (b)  Authorization  and Power. The Purchaser has the requisite power
and  authority  to enter  into and  perform  the  Transaction  Documents  and to
purchase the Securities being sold to it hereunder. The execution,  delivery and
performance of the Transaction  Documents by the Purchaser and the  consummation
by it of the transactions  contemplated  hereby have been duly authorized by all
necessary   corporate  or  partnership   action,   and  no  further  consent  or
authorization  of such  Purchaser or its Board of  Directors,  stockholders,  or
partners,  as the case may be, is required.  When  executed and delivered by the
Purchaser,  the other  Transaction  Documents shall constitute valid and binding
obligations  of the Purchaser  enforceable  against such Purchaser in accordance
with their terms,  except as such  enforceability  may be limited by  applicable
bankruptcy,     insolvency,     reorganization,     moratorium,     liquidation,
conservatorship,   receivership  or  similar  laws  relating  to,  or  affecting
generally  the  enforcement  of,  creditor's  rights  and  remedies  or by other
equitable principles of general application.

            (c) No Conflict.  The  execution,  delivery and  performance  of the
Transaction  Documents by the Purchaser and the consummation by the Purchaser of
the transactions contemplated thereby and hereby do not and will not (i) violate
any  provision of the  Purchaser's  charter or  organizational  documents,  (ii)
conflict  with,  or constitute a default (or an event which with notice or lapse
of time or both would become a default)  under,  or give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
mortgage,  deed of trust,  indenture,  note,  bond,  license,  lease  agreement,
instrument  or  obligation  to which  the  Purchaser  is a party or by which the
Purchaser's  respective  properties  or assets are bound,  or (iii)  result in a
violation of any federal,  state,  local or foreign statute,  rule,  regulation,
order,  judgment  or decree  (including  federal and state  securities  laws and
regulations)  applicable  to the  Purchaser or by which any property or asset of
the Purchaser are bound or affected, except, in all cases, other than violations
pursuant to clauses (i) or (iii) (with  respect to federal and state  securities
laws) above,  except, for such conflicts,  defaults,  terminations,  amendments,
acceleration,  cancellations and violations as would not, individually or in the
aggregate,  materially and adversely  affect the Purchaser's  ability to perform
its obligations under the Transaction Documents.


                                       9
<PAGE>

            (d)  Acquisition  for  Investment.  The Purchaser is purchasing  the
Shares and Warrants solely for its own account for the purpose of investment and
not with a view to or for sale in connection  with  distribution.  The Purchaser
does not have a present  intention to sell any of the Shares or Warrants,  nor a
present arrangement  (whether or not legally binding) or intention to effect any
distribution  of any of the  Shares or  Warrants  to or  through  any  person or
entity;  provided,  however,  that by making the  representations  herein,  such
Purchaser  does not agree to hold the Shares or the  Warrants for any minimum or
other  specific  term and  reserves  the right to  dispose  of the Shares or the
Warrants  at any time in  accordance  with  Federal  and state  securities  laws
applicable to such disposition.  The Purchaser acknowledges that it (i) has such
knowledge and  experience in financial and business  matters such that Purchaser
is capable of evaluating the merits and risks of  Purchaser's  investment in the
Company,  (ii) is able to bear the financial risks associated with an investment
in the  Securities  and (iii) has been given full access to such  records of the
Company  and  the  Subsidiaries  and to the  officers  of the  Company  and  the
Subsidiaries  as it has deemed  necessary  or  appropriate  to  conduct  its due
diligence investigation.

            (e) Rule 144. The Purchaser  understands that the Securities must be
held indefinitely unless such Securities are registered under the Securities Act
or an exemption from registration is available.  The Purchaser acknowledges that
such  person is  familiar  with Rule 144 of the  rules  and  regulations  of the
Commission, as amended, promulgated pursuant to the Securities Act ("Rule 144"),
and that such  Purchaser  has been  advised  that Rule 144 permits  resales only
under certain  circumstances.  The Purchaser understands that to the extent that
Rule 144 is not available,  such Purchaser will be unable to sell any Securities
without either registration under the Securities Act or the existence of another
exemption from such registration requirement.

            (f) General. The Purchaser understands that the Securities are being
offered and sold in reliance on a transactional  exemption from the registration
requirements  of federal  and state  securities  laws and the Company is relying
upon the truth and  accuracy  of the  representations,  warranties,  agreements,
acknowledgments  and  understandings of such Purchaser set forth herein in order
to determine the  applicability  of such  exemptions and the suitability of such
Purchaser to acquire the Securities.  The Purchaser  understands  that no United
States  federal or state agency or any  government  or  governmental  agency has
passed upon or made any recommendation or endorsement of the Securities.

            (g) No General  Solicitation.  The Purchaser  acknowledges  that the
Securities were not offered to such Purchaser by means of any form of general or
public   solicitation   or  general   advertising,   or  publicly   disseminated
advertisements or sales literature,  including (i) any  advertisement,  article,
notice or other communication  published in any newspaper,  magazine, or similar
media,  or broadcast over television or radio, or (ii) any seminar or meeting to
which  such   Purchaser   was  invited  by  any  of  the   foregoing   means  of
communications.   The  Purchaser,   in  making  the  decision  to  purchase  the
Securities,  has relied upon  independent  investigation  made by it and has not
relied on any information or representations made by third parties.


                                       10
<PAGE>

            (h) Accredited Investor.  The Purchaser is an "accredited  investor"
(as defined in Rule 501 of Regulation D), and such Purchaser has such experience
in business and financial  matters that it is capable of  evaluating  the merits
and risks of an investment in the Securities.  Such Purchaser is not required to
be registered as a  broker-dealer  under Section 15 of the Exchange Act and such
Purchaser is not a broker-dealer.  The Purchaser acknowledges that an investment
in the Securities is speculative and involves a high degree of risk.

            (i) Certain  Fees.  The  Purchaser  has not  employed  any broker or
finder or incurred any liability  for any brokerage or investment  banking fees,
commissions, finders' structuring fees, financial advisory fees or other similar
fees in connection with the Transaction Documents.

            (j) Independent Investment.  No Purchaser has agreed to act with any
other  Purchaser for the purpose of acquiring,  holding,  voting or disposing of
the  Securities  purchased  hereunder  for  purposes of Section  13(d) under the
Exchange  Act,  and the  Purchaser is acting  independently  with respect to its
investment in the Securities.

            (k) Regulation S Representations.

                  (1) The  Purchaser  acknowledges  and agrees  that the Company
shall, and shall instruct its transfer agent to, refuse to register any transfer
of the Common Stock issued  hereunder not made in accordance with the provisions
of Regulation S, pursuant to registration under the U.S. Securities Act of 1933,
or pursuant to an available exemption from registration.

                  (2)  The  Purchaser  understands  and  acknowledges  that  the
Shares,  have not been  registered  under the  Securities Act of 1933 as amended
(the "Act") and are being  offered in reliance upon the  exemptions  provided in
Regulation  S of the Act and  the  Rules  and  Regulations  adopted  thereunder.
Accordingly,  the  Shares  may not be  offered  or sold in the  U.S.  or to U.S.
persons  (as such  term is used in  Regulation  S)  unless  the  securities  are
registered  under the Act, or an exemption for the  regulation  requirements  is
available.  Furthermore,  hedging  transactions  involving the Shares may not be
conducted  unless in compliance  with the Act. The Purchaser makes the following
representations  and warranties to the Company with the intent that the same may
be relied upon in determining the suitability of the Purchaser as a purchaser of
securities:

                  (3) The  Purchaser  did not  receive the offer for the Company
for the Shares (the  "Offer"),  nor was he, she or it  solicited to purchase the
Shares,  in the United  States;  that this  Agreement  has not been  executed or
delivered by the Purchaser in the United  States,  and neither the Purchaser nor
any  person  acting  on  behalf  of  the  Purchaser  has  engaged,  directly  or
indirectly,  in any negotiations  with respect to the Offer or this Agreement in
the United States;

                  (4)  The  Purchaser  is  not  a  U.S.  person  (i.e.,  (i)  an
individual resident in the U.S.; (ii) a partnership or corporation  organized or
incorporated  in the United  States;  (iii) an estate of which any  executor  or
administrator  is a U.S.  person;  (iv) a trust of which any  trustee  is a U.S.
person; (v) a dealer holding an account for a customer; (vi) an agency or branch
of a foreign  entity  located in the U.S.; or (vii) a partnership or corporation
(A) organized or incorporated under the laws of any foreign jurisdiction and (B)
formed by a U.S.  person  principally for the purpose of investing in securities
not  registered  under  the U.S.  Securities  Act,  unless  it is  organized  or
incorporated,  and owned, by accredited  investors (as defined in Rule 501 under
the U.S. Securities Act) who are not individuals, estates or trusts), and is not
acquiring the Shares for the account or benefit of a U.S. person;


                                       11
<PAGE>

                  (5) The Purchaser is not  purchasing the Shares as a result of
or subsequent to (i) any advertisement,  article,  notice or other communication
published in any  newspaper,  magazine or other  publication  or broadcast  over
television or radio in the U.S.; (ii) any promotional  seminar or meeting in the
U.S., or (iii) any solicitation by a person not previously known to him or it in
connection with investments in securities generally; and

                  (6) The Shares have not been registered under the Act or under
any state  securities laws and that the Purchaser agrees to transfer his, her or
its Shares in the U.S. or to, or for the  account or benefit  of,  U.S.  persons
only if (i) the  Shares  are duly  registered  under the Act and all  applicable
state securities laws; or (ii) there is an exemption from registration under the
Act, including any exemption from the registration requirements of the Act which
may be available  pursuant to Regulation S, and all applicable  state securities
laws;  that prior to any such  transfer the Company may require,  as a condition
affecting a transfer of the Shares,  an opinion of counsel in form and substance
satisfactory to the Company as to the registration or exemption  therefrom under
the Act and  applicable  state  securities  laws;  that the  Company is under no
obligation  to  register  the  Shares  under  the  U.S.  Securities  Act  or any
applicable  state securities laws on its or his or her behalf or to assist it or
him or her in complying  with any  exemption  from such  registration  except as
provided in the Registration Rights Agreement;

                  (7) The Shares will be acquired  solely for the account of the
Purchaser,  for investment purposes only, and not with a view to, or for sale in
connection  with,  any  distribution  thereof and with no present  intention  of
distributing or reselling any part of the Shares.

                  (8)  The  Purchaser  agrees  not to  sell,  pledge,  transfer,
dispose of, or otherwise deal with or engage in hedging transactions  involving,
his or her Shares or any portion thereof except as otherwise  permitted  herein,
unless and until counsel for the Company shall have determined that the intended
disposition or action is permissible  and does not violate the Securities Act or
any applicable state securities laws, or the rules and regulations thereunder.

            (l)  Jurisdiction  of Residence.  The  Purchaser's  jurisdiction  of
residence as set forth on the signature page hereto is true and correct.

            (m) Section  13(d)  Compliance.  The  Purchaser  hereby  states that
he/she is acquainted  with the  requirements  of Section 13(d) of the Securities
Exchange  Act of 1934 and the  rules  and  regulations  issued  thereunder.  The
Purchaser  understands  that, as a result of its  acquisition of Shares,  and in
order to  comply  with  Section  13(d)  and the  rules  and  regulations  issued
thereunder,  Purchaser  may be required to file a Schedule 13D and hereby agrees
to make such filing if so required.


                                       12
<PAGE>

                                  ARTICLE III

                                    COVENANTS

      The Company  covenants with the Purchaser as follows,  which covenants are
for the benefit of the Purchaser and its respective permitted assignees.

                      Section  3.1  Securities  Compliance.  The  Company  shall
            notify the Commission in accordance with its rules and  regulations,
            of the transactions contemplated by any of the Transaction Documents
            and shall take all other necessary  action and proceedings as may be
            required and permitted by applicable law, rule and  regulation,  for
            the legal and valid issuance of the Securities to the Purchaser,  or
            its subsequent holders.

                      Section 3.2  Registration  and Listing.  The Company shall
            use its  reasonable  best  efforts  to  cause  its  Common  Stock to
            continue  to be  registered  under  Sections  12(b)  or 12(g) of the
            Exchange  Act,  to comply in all  respects  with its  reporting  and
            filing  obligations  under the  Exchange  Act,  to  comply  with all
            requirements related to any registration statement filed pursuant to
            this  Agreement,  and to not take any  action  or file any  document
            (whether  or not  permitted  by  the  Securities  Act  or the  rules
            promulgated thereunder) to terminate or suspend such registration or
            to terminate or suspend its reporting and filing  obligations  under
            the Exchange Act or Securities Act, except as permitted herein.  The
            Company  shall use its  reasonable  best  efforts  to  continue  the
            listing or trading of its Common Stock on the OTC Bulletin  Board or
            any  successor  market.  The Company will promptly file any required
            "Listing  Application"  for, or in connection with, the issuance and
            delivery of the Shares and the Warrant Shares.

                      Section 3.3 Intentionally Omitted.

                      Section  3.4  Compliance  with  Laws.  The  Company  shall
            comply,  and cause each  Subsidiary to comply,  with all  applicable
            laws, rules, regulations and orders,  noncompliance with which would
            be reasonably likely to have a Material Adverse Effect.

                      Section 3.5  Keeping of Records and Books of Account.  The
            Company  shall  keep and  cause  each  Subsidiary  to keep  adequate
            records and books of account, in which complete entries will be made
            in  accordance  with  GAAP  consistently  applied,   reflecting  all
            financial  transactions of the Company and its Subsidiaries,  and in
            which,  for each fiscal year, all proper reserves for  depreciation,
            depletion,  obsolescence,  amortization,  taxes, bad debts and other
            purposes in connection with its business shall be made.


                                       13
<PAGE>

                      Section 3.6 Reporting Requirements.  If the Company ceases
            to  file  its  periodic  reports  with  the  Commission,  or if  the
            Commission  ceases making these periodic  reports  available via the
            Internet  without  charge,   then  the  Company  shall  furnish  the
            following  to the  Purchaser  so  long as such  Purchaser  shall  be
            obligated hereunder to purchase the Securities or shall beneficially
            own Shares or Warrant Shares:

            (a) Quarterly  Reports  filed with the  Commission on Form 10-QSB as
soon as available, and in any event within forty-five (45) days after the end of
each of the first three fiscal quarters of the Company;

            (b) Annual  Reports filed with the Commission on Form 10-KSB as soon
as  available,  and in any event  within  ninety (90) days after the end of each
fiscal year of the Company; and

            (c)  Copies of all  notices,  information  and proxy  statements  in
connection  with any  meetings,  that are, in each case,  provided to holders of
shares of Common Stock,  contemporaneously  with the delivery of such notices or
information to such holders of Common Stock.

                      Section 3.7 Other Agreements.  The Company shall not enter
            into any  agreement  in which  the  terms  of such  agreement  would
            restrict or impair the right or ability to perform of the Company or
            any Subsidiary under any Transaction Document.

                      Section 3.8 Subsequent Financings; Right of First Refusal.
            (a) For a period of ninety (90) days following the effective date of
            a registration  statement providing for the resale of the Shares and
            the Warrant Shares (the "Effectiveness Date"), the Company covenants
            and agrees that it will not,  without the prior  written  consent of
            the  holders of a majority  of the  Shares  outstanding  at the time
            consent is required,  enter into any subsequent offer or sale to, or
            exchange with (or other type of distribution to), any third party (a
            "Subsequent   Financing"),   of  Common  Stock  or  any   securities
            convertible,   exercisable  or   exchangeable   into  Common  Stock,
            including convertible debt securities (collectively,  the "Financing
            Securities"),   except  for  a  Permitted  Financing.  A  "Permitted
            Financing" shall mean (i) the Company's issuance of Common Stock and
            warrants therefore in connection with a merger and/or acquisition or
            consolidation,  (ii) the  issuance  of  shares  of  Common  Stock or
            warrants  therefore in connection with strategic license  agreements
            so long as such  issuances  are  not  for  the  purpose  of  raising
            capital,  (iii)  the  Company's  issuance  of  Common  Stock  or the
            issuance or grants of options to purchase  Common Stock  pursuant to
            the Company's  stock option plans and employee  stock purchase plans
            as they now exist,  and (iv) the  issuance of Common  Stock upon the
            exercise or conversion  of any  securities  outstanding  on the date
            hereof.


                                       14
<PAGE>

                      Section 3.9 Use of Proceeds. The proceeds from the sale of
            the Shares  will be used by the  Company  for  working  capital  and
            general corporate purposes.

                      Section  3.10  Reporting  Status.  So long as a  Purchaser
            beneficially  owns any of the  Securities,  the Company shall timely
            file all reports  required to be filed with the Commission  pursuant
            to the Exchange  Act, and the Company shall not terminate its status
            as an issuer required to file reports under the Exchange Act even if
            the  Exchange  Act or the rules  and  regulations  thereunder  would
            permit such termination.

                      Section  3.11  Disclosure  of  Material  Information.  The
            Company  covenants  and agrees that  neither it nor any other person
            acting on its behalf has provided or will  provide any  Purchaser or
            its agents or counsel with any information that the Company believes
            constitutes  material non-public  information,  unless prior thereto
            such Purchaser shall have executed a written agreement regarding the
            confidentiality and use of such information. The Company understands
            and confirms  that the  Purchaser  shall be relying on the foregoing
            representations  in  effecting  transactions  in  securities  of the
            Company.

                      Section   3.12   Pledge   of   Securities.   The   Company
            acknowledges  and  agrees  that the  Securities  may be pledged by a
            Purchaser in connection  with a bona fide margin  agreement or other
            loan or financing  arrangement  that is secured by the Common Stock.
            The  pledge of Common  Stock  shall not be deemed to be a  transfer,
            sale or assignment of the Common Stock  hereunder,  and no Purchaser
            effecting a pledge of Common  Stock shall be required to provide the
            Company with any notice  thereof or  otherwise  make any delivery to
            the Company  pursuant  to this  Agreement  or any other  Transaction
            Document;  provided  that a  Purchaser  and  its  pledgee  shall  be
            required to comply with the  provisions of Article V hereof in order
            to effect a sale,  transfer or  assignment  of Common  Stock to such
            pledgee.  At the Purchaser's  expense,  the Company hereby agrees to
            execute and deliver  such  documentation  as a pledgee of the Common
            Stock may  reasonably  request  in  connection  with a pledge of the
            Common Stock to such pledgee by the Purchaser.

                      Section 3.13  Registration  Statements.  The Company shall
            not  file  any  registration  statement  under  the  Securities  Act
            registering  shares of its equity  securities until the date that is
            at  least  ninety  (90)  days  following  the  Effectiveness   Date;
            provided,   however,  that  the  Company  may  file  a  registration
            statement under the Securities Act registering  shares of its equity
            securities  issued in connection  with a Permitted  Financing at any
            time following the Effectiveness Date.


                                       15
<PAGE>

                                   ARTICLE IV

                                   CONDITIONS

                      Section 4.1 Conditions  Precedent to the Obligation of the
            Company  to  Close  and  to  Sell  the  Securities.  The  obligation
            hereunder of the Company to close and issue and sell the  Securities
            to the  Purchaser at the Closing is subject to the  satisfaction  or
            waiver,  at or before the Closing of the conditions set forth below.
            These  conditions  are for the  Company's  sole  benefit  and may be
            waived by the Company at any time in its sole discretion.

            (a) Accuracy of the Purchaser's  Representations and Warranties. The
representations and warranties of the Purchaser shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time, except for  representations and warranties that are expressly
made as of a  particular  date,  which shall be true and correct in all material
respects as of such date.

            (b)   Performance  by  the  Purchaser.   The  Purchaser  shall  have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Purchaser at or prior to the Closing Date.

            (c) No Injunction.  No statute, rule,  regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

            (d) Delivery of Purchase  Price.  The Purchase  Price for the Shares
shall have been delivered to the Company on the Closing Date.

            (e) Delivery of Transaction  Documents.  The  Transaction  Documents
shall have been duly executed and delivered by the Purchaser to the Company.

                      Section 4.2 Conditions  Precedent to the Obligation of the
            Purchaser to Close and to Purchase the  Securities.  The  obligation
            hereunder of the Purchaser to purchase the Securities and consummate
            the  transactions  contemplated  by this Agreement is subject to the
            satisfaction  or waiver,  at or before the  Closing,  of each of the
            conditions set forth below. These conditions are for the Purchaser's
            sole benefit and may be waived by the Purchaser at any time in their
            sole discretion.

            (a) Accuracy of the Company's  Representations and Warranties.  Each
of the  representations  and warranties of the Company in this Agreement and the
Registration Rights Agreement shall be true and correct in all material respects
as of the Closing Date, except for  representations and warranties that speak as
of a particular date,  which shall be true and correct in all material  respects
as of such date.


                                       16
<PAGE>

            (b)  Performance by the Company.  The Company shall have  performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Closing Date.

            (c) No Suspension,  Etc.  Trading in the Common Stock shall not have
been  suspended  by the  Commission  or the OTC Bulletin  Board  (except for any
suspension  of trading  of  limited  duration  agreed to by the  Company,  which
suspension shall be terminated prior to the Closing),  and, at any time prior to
the Closing  Date,  trading in  securities  generally  as reported by  Bloomberg
Financial  Markets  ("Bloomberg")  shall not have been suspended or limited,  or
minimum prices shall not have been  established  on securities  whose trades are
reported by Bloomberg,  or on the New York Stock  Exchange,  nor shall a banking
moratorium  have been  declared  either by the  United  States or New York State
authorities.

            (d) No Injunction.  No statute, rule,  regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

            (e) No  Proceedings  or  Litigation.  No action,  suit or proceeding
before any arbitrator or any  governmental  authority shall have been commenced,
and no investigation  by any governmental  authority shall have been threatened,
against the Company or any  Subsidiary,  or any of the  officers,  directors  or
affiliates  of the Company or any  Subsidiary  seeking to  restrain,  prevent or
change the  transactions  contemplated by this Agreement,  or seeking damages in
connection with such transactions.

            (f) Shares and  Warrants.  At or prior to the  Closing,  the Company
shall have delivered to the Purchaser  certificates  representing the Shares (in
such denominations as the Purchaser may request) and the Warrants.

            (g) Secretary's Certificate. The Company shall have delivered to the
Purchaser a secretary's certificate, dated as of the Closing Date, as to (i) the
resolutions  adopted  by the  Board  of  Directors  approving  the  transactions
contemplated  hereby, (ii) the Articles,  (iii) the Bylaws, each as in effect at
the  Closing,  and (iv) the  authority  and  incumbency  of the  officers of the
Company executing the Transaction  Documents and any other documents required to
be executed or delivered in connection therewith.

            (h) Officer's  Certificate.  On the Closing Date,  the Company shall
have delivered to the Purchaser a certificate  signed by an executive officer on
behalf of the Company,  dated as of the Closing Date, confirming the accuracy of
the Company's  representations,  warranties and covenants as of the Closing Date
and confirming  the compliance by the Company with the conditions  precedent set
forth in paragraphs (b)-(e) of this Section 4.2 as of the Closing Date (provided
that, with respect to the matters in paragraphs (d) and (e) of this Section 4.2,
such confirmation shall be based on the knowledge of the executive officer after
due inquiry).

            (i)  Registration  Rights  Agreement.  As of the Closing  Date,  the
parties shall have entered into the Registration Rights Agreement.


                                       17
<PAGE>

            (j) Material  Adverse Effect.  No Material Adverse Effect shall have
occurred at or before the Closing Date.

                                   ARTICLE V

                               CERTIFICATE LEGEND

                      Section  5.1 Legend.  Each  certificate  representing  the
            Securities  shall be stamped or  otherwise  imprinted  with  legends
            substantially  in the  following  form (in  addition  to any  legend
            required by applicable state securities or "blue sky" laws):

      THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT
      BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE
      "SECURITIES  ACT")  OR ANY  STATE  SECURITIES  LAWS  AND MAY NOT BE  SOLD,
      TRANSFERRED  OR  OTHERWISE   DISPOSED  OF  UNLESS   REGISTERED  UNDER  THE
      SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR XL GENERATION
      INTERNATIONAL  INC.  SHALL  HAVE  RECEIVED  AN  OPINION  OF  COUNSEL  THAT
      REGISTRATION  OF SUCH  SECURITIES  UNDER THE  SECURITIES ACT AND UNDER THE
      PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

      THE SECURITY OR SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
      THE UNITED  STATES  SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES
      ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD TO ANY
      PERSON  EXCEPT AS SET FORTH IN THE FOLLOWING  SENTENCE.  THE HOLDER HEREOF
      AGREES  THAT:  (1) IT WILL NOT  RESELL OR  OTHERWISE  TRANSFER  THE SHARES
      EVIDENCED HEREBY EXCEPT (A) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
      903 OR RULE 904 OF  REGULATION  S OR (B)  PURSUANT TO THE  EXEMPTION  FROM
      REGISTRATION  PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
      OR ANOTHER THEN  AVAILABLE  EXEMPTION  UNDER THE  SECURITIES ACT AND STATE
      SECURITIES   LAWS  OR,  (C)  IN  A  TRANSACTION   THAT  DOES  NOT  REQUIRE
      REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS, OR (D)
      PURSUANT TO A  REGISTRATION  STATEMENT  WHICH HAS BEEN DECLARED  EFFECTIVE
      UNDER THE SECURITIES ACT (AND WHICH  CONTINUES TO BE EFFECTIVE AT THE TIME
      OF SUCH TRANSFER);  (2) PRIOR TO ANY SUCH TRANSFER,  IT WILL FURNISH TO XL
      GENERATION  INTERNATIONAL INC. AND THE TRANSFER AGENT FOR THE COMMON STOCK
      SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS XL GENERATION
      INTERNATIONAL  INC.  OR SUCH  TRANSFER  AGENT MAY  REASONABLY  REQUIRE  TO
      CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR
      IN A  TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS  OF THE
      SECURITIES ACT OR STATE  SECURITIES  LAWS; AND (3) IT WILL DELIVER TO EACH
      PERSON TO WHOM THE COMMON STOCK  EVIDENCED  HEREBY IS TRANSFERRED A NOTICE
      SUBSTANTIALLY  TO  THE  EFFECT  OF  THIS  LEGEND.   FURTHERMORE,   HEDGING
      TRANSACTIONS   INVOLVING  THE  SECURITIES  EVIDENCED  HEREBY  MAY  NOT  BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.


                                       18
<PAGE>

      The Company agrees to reissue certificates  representing any of the Shares
and the  Warrant  Shares,  without  the legend set forth  above if at such time,
prior to making any transfer of any such Shares or Warrant  Shares,  such holder
thereof shall give written notice to the Company describing the manner and terms
of such  transfer  and  removal as the  Company  may  reasonably  request.  Such
proposed  transfer  and removal will not be effected  until:  (a) either (i) the
Company  has  received  an  opinion of counsel  reasonably  satisfactory  to the
Company,  to the effect that the  registration  of the Shares or Warrant  Shares
under the  Securities  Act is not  required  in  connection  with such  proposed
transfer,  (ii) a registration  statement under the Securities Act covering such
proposed  disposition  has been filed by the Company with the Commission and has
become  effective under the Securities Act, (iii) the Company has received other
evidence  reasonably  satisfactory  to the Company  that such  registration  and
qualification  under  the  Securities  Act and  state  securities  laws  are not
required,  or (iv) the holder  provides the Company with  reasonable  assurances
that such  security can be sold pursuant to Rule 144 under the  Securities  Act;
and (b) either (i) the  Company has  received  an opinion of counsel  reasonably
satisfactory to the Company,  to the effect that  registration or  qualification
under  the  securities  or  "blue  sky"  laws of any  state is not  required  in
connection  with such proposed  disposition,  or (ii) compliance with applicable
state  securities  or "blue  sky" laws has been  effected  or a valid  exemption
exists with respect thereto.  The Company will respond to any such notice from a
holder within five (5) business days. In the case of any proposed transfer under
this Section 5.1,  the Company  will use  reasonable  efforts to comply with any
such  applicable  state  securities or "blue sky" laws, but shall in no event be
required,  (x) to  qualify  to do  business  in any  state  where it is not then
qualified, (y) to take any action that would subject it to tax or to the general
service of process in any state where it is not then  subject,  or (z) to comply
with state securities or "blue sky" laws of any state for which  registration by
coordination  is  unavailable  to the  Company.  The  restrictions  on  transfer
contained  in this  Section  5.1  shall  be in  addition  to,  and not by way of
limitation of, any other restrictions on transfer contained in any other section
of this  Agreement.  Whenever a certificate  representing  the Shares or Warrant
Shares is  required  to be issued to a  Purchaser  without a legend,  in lieu of
delivering  physical  certificates  representing  the Shares or Warrant  Shares,
provided the Company's  transfer agent is  participating in the Depository Trust
Company ("DTC") Fast Automated  Securities  Transfer program,  the Company shall
use its reasonable  best efforts to cause its transfer  agent to  electronically
transmit the Shares or Warrant Shares to a Purchaser by crediting the account of
such  Purchaser's  Prime  Broker with DTC through its Deposit  Withdrawal  Agent
Commission  ("DWAC") system (to the extent not inconsistent  with any provisions
of this Agreement).


                                       19
<PAGE>

                                   ARTICLE VI

                                 INDEMNIFICATION

                      Section  6.1  General  Indemnity.  The  Company  agrees to
            indemnify  and hold  harmless  the  Purchaser  (and  its  directors,
            officers,  affiliates,  agents,  successors  and  assigns)  from and
            against  any  and  all  losses,  liabilities,  deficiencies,  costs,
            damages and  expenses  (including,  without  limitation,  reasonable
            attorneys'  fees,  charges  and   disbursements)   incurred  by  the
            Purchaser  as a  result  of  any  inaccuracy  in or  breach  of  the
            representations, warranties or covenants made by the Company herein.
            The Purchaser  agrees to indemnify and hold harmless the Company and
            its directors,  officers, affiliates, agents, successors and assigns
            from and  against  any and all  losses,  liabilities,  deficiencies,
            costs,   damages  and  expenses   (including,   without  limitation,
            reasonable  attorneys' fees, charges and disbursements)  incurred by
            the  Company  as  result  of  any  inaccuracy  in or  breach  of the
            representations,  warranties  or  covenants  made  by the  Purchaser
            herein. The maximum aggregate liability of the Purchaser pursuant to
            its  indemnification  obligations  under  this  Article VI shall not
            exceed the Purchase Price paid by such Purchaser hereunder.

                      Section 6.2 Indemnification  Procedure. Any party entitled
            to  indemnification  under this Article VI (an "indemnified  party")
            will give written  notice to the  indemnifying  party of any matters
            giving  rise to a claim  for  indemnification;  provided,  that  the
            failure of any party entitled to  indemnification  hereunder to give
            notice as provided herein shall not relieve the  indemnifying  party
            of its  obligations  under this Article VI except to the extent that
            the  indemnifying  party is actually  prejudiced  by such failure to
            give notice. In case any such action, proceeding or claim is brought
            against an indemnified party in respect of which  indemnification is
            sought  hereunder,  the  indemnifying  party  shall be  entitled  to
            participate  in  and,  unless  in  the  reasonable  judgment  of the
            indemnifying  party  a  conflict  of  interest  between  it and  the
            indemnified party exists with respect to such action,  proceeding or
            claim (in which case the indemnifying party shall be responsible for
            the  reasonable  fees and expenses of one  separate  counsel for the
            indemnified  parties),  to assume the defense  thereof  with counsel
            reasonably  satisfactory to the indemnified party. In the event that
            the indemnifying party advises an indemnified party that it will not
            contest such a claim for indemnification hereunder, or fails, within
            thirty (30) days of receipt of any indemnification notice to notify,
            in  writing,  such  person  of its  election  to  defend,  settle or
            compromise,  at its sole cost and expense, any action, proceeding or
            claim (or  discontinues  its defense at any time after it  commences
            such  defense),  then the  indemnified  party  may,  at its  option,
            defend,  settle or otherwise compromise or pay such action or claim.
            In any event,  unless  and until the  indemnifying  party  elects in
            writing to assume and does so assume the  defense of any such claim,
            proceeding  or action,  the  indemnified  party's costs and expenses
            arising out of the defense,  settlement  or  compromise  of any such
            action,   claim  or   proceeding   shall  be   losses   subject   to
            indemnification  hereunder.  The  indemnified  party shall cooperate
            fully with the indemnifying party in connection with any negotiation
            or defense of any such action or claim by the indemnifying party and
            shall furnish to the indemnifying  party all information  reasonably
            available to the  indemnified  party which relates to such action or
            claim. The indemnifying party shall keep the indemnified party fully
            apprised  at all  times  as to the  status  of  the  defense  or any
            settlement  negotiations  with respect thereto.  If the indemnifying
            party  elects  to  defend  any  such  action  or  claim,   then  the
            indemnified  party shall be entitled to  participate in such defense
            with  counsel  of its  choice  at its  sole  cost and  expense.  The
            indemnifying  party  shall not be liable for any  settlement  of any
            action,  claim or  proceeding  effected  without  its prior  written
            consent.   Notwithstanding  anything  in  this  Article  VI  to  the
            contrary,  the indemnifying party shall not, without the indemnified
            party's prior  written  consent,  settle or compromise  any claim or
            consent to entry of any judgment in respect  thereof  which  imposes
            any future  obligation  on the  indemnified  party or which does not
            include,  as an  unconditional  term  thereof,  the  giving  by  the
            claimant or the plaintiff to the indemnified party of a release from
            all liability in respect of such claim. The indemnification required
            by this Article VI shall be made by periodic  payments of the amount
            thereof during the course of investigation  or defense,  as and when
            bills  are  received  or  expense,  loss,  damage  or  liability  is
            incurred,  so long as the indemnified  party  irrevocably  agrees to
            refund  such  moneys if it is  ultimately  determined  by a court of
            competent   jurisdiction   that  such  party  was  not  entitled  to
            indemnification.  The indemnity agreements contained herein shall be
            in  addition  to (a) any cause of action  or  similar  rights of the
            indemnified party against the indemnifying  party or others, and (b)
            any liabilities the indemnifying party may be subject to pursuant to
            the law.


                                       20
<PAGE>

                                  ARTICLE VII

                                  MISCELLANEOUS

                      Section  7.1 Fees and  Expenses.  Each party shall pay the
            fees and expenses of its advisors,  counsel,  accountants  and other
            experts,  if any,  and all other  expenses,  incurred  by such party
            incident to the negotiation,  preparation,  execution,  delivery and
            performance of this Agreement;  provided,  however, that the Company
            shall  pay  all  actual  attorneys'  fees  and  expenses  (including
            disbursements and out-of-pocket  expenses) incurred by the Purchaser
            in connection with (i) the preparation,  negotiation,  execution and
            delivery of this Agreement,  the  Registration  Rights Agreement and
            the  transactions  contemplated  thereunder,  which payment shall be
            made at Closing and shall not exceed $15,000 (plus  disbursements in
            an amount not to exceed $5,000),  (ii) the filing and declaration of
            effectiveness  by the Commission of the  Registration  Statement (as
            defined  in  the  Registration   Rights  Agreement)  and  (iii)  any
            amendments, modifications or waivers of this Agreement or any of the
            other Transaction Documents.  In addition, the Company shall pay all
            reasonable fees and expenses incurred by the Purchaser in connection
            with  the  enforcement  of  this  Agreement  or  any  of  the  other
            Transaction Documents, including, without limitation, all reasonable
            attorneys' fees and expenses.


                                       21
<PAGE>

                      Section 7.2 Specific Performance; Consent to Jurisdiction;
            Venue.

            (a) The  Company  and  the  Purchaser  acknowledge  and  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement or the other  Transaction  Documents  were not performed in accordance
with their specific terms or were otherwise  breached.  It is accordingly agreed
that the parties shall be entitled to an injunction or injunctions to prevent or
cure  breaches of the  provisions  of this  Agreement  or the other  Transaction
Documents  and to  enforce  specifically  the  terms  and  provisions  hereof or
thereof,  this being in addition to any other remedy to which any of them may be
entitled by law or equity.

            (b) The parties agree that venue for any dispute  arising under this
Agreement  will lie  exclusively  in the state or federal  courts located in New
York, New York, and the parties  irrevocably  waive any right to raise forum non
conveniens  or any other  argument  that New York is not the proper  venue.  The
parties  irrevocably  consent to personal  jurisdiction in the state and federal
courts  of the state of New York.  The  Company  and the  Purchaser  consent  to
process  being served in any such suit,  action or  proceeding by mailing a copy
thereof  to such party at the  address  in effect  for  notices to it under this
Agreement  and agrees that such service  shall  constitute  good and  sufficient
service of process and notice thereof.  Nothing in this Section 7.2 shall affect
or limit any right to serve  process in any other  manner  permitted by law. The
Company and the Purchaser  hereby agree that the  prevailing  party in any suit,
action  or  proceeding  arising  out  of or  relating  to the  Securities,  this
Agreement  or  the  Registration   Rights   Agreement,   shall  be  entitled  to
reimbursement for reasonable legal fees from the non-prevailing party.

                      Section 7.3 Entire  Agreement;  Amendment.  This Agreement
            and the Transaction  Documents contain the entire  understanding and
            agreement of the parties with respect to the matters  covered hereby
            and,  except  as  specifically  set  forth  herein  or in the  other
            Transaction  Documents,  neither the Company nor any Purchaser  make
            any representation,  warranty,  covenant or undertaking with respect
            to such matters,  and they  supersede all prior  understandings  and
            agreements  with  respect to said subject  matter,  all of which are
            merged  herein.  No  provision  of this  Agreement  may be waived or
            amended other than by a written instrument signed by the Company and
            the Purchaser holding at least a majority of all Shares then held by
            the Purchaser.  Any amendment or waiver  effected in accordance with
            this  Section  7.3  shall be  binding  upon the  Purchaser  (and its
            permitted assigns) and the Company.

                      Section 7.4 Notices. Any notice, demand,  request,  waiver
            or other  communication  required or permitted to be given hereunder
            shall be in writing and shall be effective (a) upon hand delivery by
            telecopy or facsimile at the address or number  designated below (if
            delivered on a business day during normal  business hours where such
            notice is to be received),  or the first business day following such
            delivery (if  delivered  other than on a business day during  normal
            business  hours where such notice is to be  received)  or (b) on the
            second business day following the date of mailing by express courier
            service,  fully prepaid,  addressed to such address,  or upon actual
            receipt of such mailing,  whichever shall first occur. The addresses
            for such communications shall be:


                                       22
<PAGE>

If to the Company:      XL Generation International Inc.
                        460 Saint-Gabriel
                        Suite 21
                        Montreal, Quebec, Canada,  H2Y 2Z9
                        Attention: Alain Lemieux, President and CEO
                        Tel. No.: 1-514-397-0575
                        Fax No.: 1-514-397-0480

with copies (which
copies shall not
constitute notice
to the Company) to:     Mr. Travis Gering, Esq.
                        WUERSCH & GERING, LLP
                        100, Wall Street, 21st Floor
                        New York, NY 10005
                        Tel. No.: (212) 509-5050
                        Fax No.: (212) 509-9559

If to any Purchaser:    At the address of such Purchaser set forth on Exhibit A
                        to this Agreement.

      Any party  hereto may from time to time  change its address for notices by
giving written notice of such changed address to the other party hereto.

                      Section  7.5  Waivers.  No waiver  by either  party of any
            default with respect to any  provision,  condition or requirement of
            this  Agreement  shall be  deemed to be a  continuing  waiver in the
            future or a waiver of any other provision,  condition or requirement
            hereof, nor shall any delay or omission of any party to exercise any
            right  hereunder in any manner impair the exercise of any such right
            accruing to it thereafter.

                      Section 7.6 Headings. The article,  section and subsection
            headings in this  Agreement are for  convenience  only and shall not
            constitute a part of this  Agreement for any other purpose and shall
            not be deemed to limit or affect any of the provisions hereof.

                      Section 7.7 Successors and Assigns.  This Agreement  shall
            be binding  upon and inure to the  benefit of the  parties and their
            successors and assigns. After the Closing, the assignment by a party
            to this  Agreement  of any  rights  hereunder  shall not  affect the
            obligations of such party under this  Agreement.  Subject to Section
            5.1 hereof,  the Purchaser may assign the  Securities and its rights
            under this  Agreement  and the other  Transaction  Documents and any
            other rights hereto and thereto without the consent of the Company.


                                       23
<PAGE>

                      Section 7.8 No Third Party  Beneficiaries.  This Agreement
            is  intended  for  the  benefit  of the  parties  hereto  and  their
            respective  permitted  successors  and  assigns  and is not  for the
            benefit of, nor may any  provision  hereof be enforced by, any other
            person.

                      Section  7.9  Governing  Law.  This  Agreement   shall  be
            governed by and  construed in  accordance  with the internal laws of
            the State of New York, without giving effect to any of the conflicts
            of law  principles  which  would  result in the  application  of the
            substantive law of another jurisdiction. This Agreement shall not be
            interpreted  or  construed  with any  presumption  against the party
            causing this Agreement to be drafted.

                      Section 7.10 Survival.  The representations and warranties
            of the Company and the  Purchaser  shall  survive the  execution and
            delivery hereof and the Closing until the second  anniversary of the
            Closing  Date,  except the  agreements  and  covenants  set forth in
            Articles I, III, V, VI and VII of this  Agreement  shall survive the
            execution and delivery hereof and the Closing hereunder.

                      Section 7.11 Counterparts.  This Agreement may be executed
            in any number of  counterparts,  all of which taken  together  shall
            constitute one and the same  instrument  and shall become  effective
            when  counterparts  have been signed by each party and  delivered to
            the other parties hereto,  it being understood that all parties need
            not sign the same counterpart.

                      Section 7.12  Publicity.  The Company  agrees that it will
            not disclose,  and will not include in any public announcement,  the
            names of the Purchaser  without the consent of the Purchaser,  which
            consent shall not be unreasonably withheld or delayed, or unless and
            until  such  disclosure  is  required  by law,  rule  or  applicable
            regulation, and then only to the extent of such requirement.

                      Section  7.13   Severability.   The   provisions  of  this
            Agreement  are  severable  and,  in the  event  that  any  court  of
            competent  jurisdiction  shall determine that any one or more of the
            provisions  or part of the  provisions  contained in this  Agreement
            shall,  for  any  reason,   be  held  to  be  invalid,   illegal  or
            unenforceable  in  any  respect,  such  invalidity,   illegality  or
            unenforceability  shall not affect any other  provision or part of a
            provision of this Agreement and this Agreement shall be reformed and
            construed as if such invalid or illegal or unenforceable  provision,
            or part of such provision,  had never been contained herein, so that
            such provisions would be valid, legal and enforceable to the maximum
            extent possible.


                                       24
<PAGE>

                      Section 7.14 Further  Assurances.  From and after the date
            of this Agreement, upon the request of the Purchaser or the Company,
            the  Company  and the  Purchaser  shall  execute  and  deliver  such
            instruments,  documents  and  other  writings  as may be  reasonably
            necessary or  desirable  to confirm and carry out and to  effectuate
            fully the intent and  purposes of this  Agreement,  the Warrants and
            the Registration Rights Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first above
written.

                              XL GENERATION INTERNATIONAL

                                 By: /s/ Alain Lemieux
                                    ---------------------
                                    Name: Alain Lemieux
                                    Title: President and CEO


                              Professional trading Services SA

                                 By: /s/ Rene Simon
                                    ---------------------
                                    Name: Dr Rene Simon
                                    Title: Director


                                       26
<PAGE>

                                    EXHIBIT A
                               LIST OF PURCHASERS

Names and Addresses                               Investment  Amount,  Number of
of Purchaser                                      Shares & Warrants Purchased

1. Professional  Trading Services SA              Investment Amount:  $400,000
   Kuttelgasse 4,                                 Shares: 400,000
   CH-8001                                        Series B Warrant: 800,000
   Zurich
   Switzerland
Tel: 011 4144 211 6904
Fax: 011 4144 211 4580
Tax ID#
Attention: Dr. Rene Simon


                                       27
<PAGE>

                                    EXHIBIT B
                            FORM OF SERIES B WARRANT


                                       28
<PAGE>

                                    EXHIBIT C
                      FORM OF REGISTRATION RIGHTS AGREEMENT


                                       29
<PAGE>

                                SCHEDULE 2.1 (c)

      Authorized Capital Stock of the Company: 100,000,000 shares

      Securities Allowed to be Included on Registration Statement


                                       30
<PAGE>

                                SCHEDULE 2.1 (g)

      List of subsidiaries:

      XL Generation AG

      Address : Sumpfstrasse 32, Postfach 4158, CH-6304, Zug, Switzerland


                                       31