Exhibit 10.23

                     AGREEMENT OF WITHDRAWAL FROM STADIUM SA

   IN ALL COMMERCIAL ACTIVITIES RELATED TO XLGENERATION AG CORPORATION AND TO
                              THE XL TURF PRODUCTS

BETWEEN :                   STADIUM SA, legal person  established  by virtue of
                            French  legislation,  having its  headquarter at Le
                            Zand Put  Houck,  represented  by Michel  Delbaere,
                            its president,  duly authorized for the present act
                            as declared by signing this agreement;

                            (hereafter referred to as << STADIUM >>)


AND :                       XL  GENERATION  AG,  legal  person  established  by
                            virtue   of   Swiss    legislation,    having   its
                            headquarter at 32 Sumfpstrasse,  Zug,  Switzerland,
                            represented by Alain Lemieux,  its president,  duly
                            authorized  for  the  present  act as  declared  by
                            signing this agreement;

                            (hereafter referred to as << XLG >>)

                            ----------------------------------------------------

PREAMBLE

WHEREAS           The  corporation  Terenvi  invested  an amount  equivalent  to
                  1,600,  000  euros to this day,  by virtue of a  participative
                  loan agreement dated December 16 2004.

WHEREAS           The corporation Terenvi transferred this participative loan to
                  the benefit of STADIUM.

WHEREAS           The  corporation  SOREVE  signed  an  exclusive   distribution
                  agreement with XLG on April 13th 2004.

WHEREAS           The  corporation  SOREVE  transferred  its complete rights and
                  obligations deriving from the distribution  agreement in favor
                  of STADIUM.

WHEREAS           XLG  presented to STADIUM  serious of on-going  procedures  to
                  list XLG shares at the Frankfurt and American  stock  exchange
                  OTC BB.


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WHEREAS           XLG only has  so-called  <<  ordinary  >>  shares  issued  and
                  outstanding from its capital stock.

WHEREAS           Following  negotiations  between XLG et STADIUM,  both parties
                  have agreed on the  withdrawal  by STADIUM based on procedures
                  duly described hereafter.

WHEREAS           In the context of the listing of XLG,  the  procedure  adopted
                  will be the  so-called  << Reverse  Take Over >> where  shares
                  from the  capital  stock of the  American  corporation  << XLG
                  International >> listed at the OTC BB stock exchange,  will be
                  issued to shareholders of XLG AG against the totality of their
                  corresponding shares in the capital stock of XLG AG.

WHEREAS           STADIUM wishes,  after negotiation with the representatives of
                  XLG, that part of its investments in the XLTURF project should
                  be  converted  in shared to be listed in a stock  exchange  in
                  order to allow STADIUM to claim, at its own discretion, all or
                  part of this  investment in accordance with the stock exchange
                  regulations.

WHEREAS           The  annulment  of the  participative  loan in exchange of XLG
                  shares must be considered by the parties as conditional to the
                  listing of XLG shares  within  the  context of a Reverse  Take
                  Over;  and the annulment of the  participative  loan will take
                  place only when the so-called  ordinary  shares will be traded
                  in a stock exchange. In addition, regardless of the outcome of
                  the  participative  loan  agreement,  the  redemption  of  the
                  distribution  agreement  as well as the assets of Stadium will
                  be applied and will not,  in any ways,  be  conditional  since
                  parties have confirmed  their intention to do all necessary so
                  that STADIUM  won't be involved in the selling and  promotions
                  of XL Turf products.

PARTIES AGREE TO THE FOLLOWING :

1.   PURPOSE OF THE AGREEMENT

1.1  The purpose of this agreement is to ensure that TERENVI, SOREVE and STADIUM
     withdraw themselves from commercial  activities  regarding XL Turf products
     and of XL Generation AG against a set-off explained hereinafter.

2.   ISSUANCE OF SHARES AGAINST THE PARTICIPATIVE LOAN

2.1  Parties  confirmed  that to this day  STADIUM  has  invested  an  amount of
     1,600,000 euros to XLG in accordance with the participative loan agreement.


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2.2  This quantity includes the amounts in advance towards the completion of the
     second  field in  Dunfermline  and the  balance  owed with  regards  to the
     financing of the Vancouver field.

2.3  XLG commits itself to undertake, upon signing this agreement, all necessary
     legal  and  corporate   undertakings  to  reimburse  the  totality  of  the
     participative loan through the issuance of a defined number of so-called <<
     ordinary >> of XL Generation AG.

2.4  The number of  so-called << ordinary >> shares to be issued is estimated at
     1,250,000 actions from the capital stock of XLG. This quantity of 1,250,000
     of  so-called  <<  ordinary  >> shares is based upon a value and a price of
     $1.50 USD per shares. The final numbers of issued shares will be subject to
     modification depending on the prevailing exchange stock price.

2.5  Following the stock exchange  listing of shares of current XLG shareholders
     through a reverse take over,  the process of exchange of the  participative
     loan of XLG shares will be put into place and  immediately  afterwards  the
     XLG  shares  will be  exchanged  for XLG  International.  The  quantity  of
     so-called<<  ordinary >> shares of XLG  INTERNATIONAL LTD issued to Stadium
     will  be  based  on  the  previous  10  days  average  share  value  of XLG
     International.  Through  this  procedure,  shares  held by STADIUM  will be
     tradable  on  the  stock  exchange.   The  representatives  of  XLG  commit
     themselves to undertake all necessary  steps and submit all necessary forms
     as requested by concerned  securities  authority in order to proceed to the
     listing of so-called << ordinary shares >> which will belong to STADIUM.

2.6  STADIUM  recognizes through this agreement that the shares of STADIUM to be
     issued against the participative  loan will, partly or in total, be subject
     to an <<  escrow  >>  according  to  rules  and  procedures  formulated  by
     investors and the securities authority.

2.7  However,  XLG commits itself so that the rules of the << escrow >> will not
     differ to STADIUM as to the other major shareholders of XLG.

2.8  The  so-called  <<  ordinary  >> shares of XLG will be issued to STADIUM as
     soon as possible following the stock exchange listing of XLG shares so that
     the capital stock of XLG  belonging to STADIUM will be freely  exchangeable
     into  shares of the  corporation  which  shares will be listed on the stock
     exchange.

2.9  IT  IS  UNDERSTOOD   THAT  THE  PRESENT   AGREEMENT  OF  ANNULMENT  OF  THE
     PARTICIPATIVE  LOAN AGAINST  SO-CALLED << ORDINARY >> SHARES OF THE CAPITAL
     STOCK OF XLG, IS  CONDITIONAL  TO THE CAPACITY OF  EXCHANGING  THESE SHARES
     INTO  TRADEABLE  XLG  INTERNATIONAL  SHARES  SUBJECT  TO THE  ESCROW  RULES
     EXPLAINED ABOVE.


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2.10 Unless the XLG shares are exchangeable into XLG International Ltd shares to
     be tradable on a stock exchange, all provisions mentioned in section 2 will
     become null and void ; and the participative loan agreement  (including any
     annex) will be presumed valid and in effect from the date of signature.

3.   REDEMPTION OF THE DISTRIBUTION AGREEMENT AND OF THE INVESTMENT IN STADIUM.

3.1  XLG and STADIUM  acknowledge  that STADIUM has, up to this day, spent,  for
     the setting up of the corporation  and for advertising and  commercializing
     the XL TURF  products a net amount of revenues  totaling  1,350,000  euros.
     Stadium and XLG  acknowledge  that the  totality or part of this amount has
     greatly contributed to the positioning of XL Turf products in France but as
     well in the world.

3.2  Against the redemption of the rights and obligations of STADIUM originating
     from the distribution agreement of STADIUM, including the assignment of the
     name Stadium as well as the assets of STADIUM against the amounts  incurred
     to achieved the brand recognition of XLTurf,  XLG commits itself to issue a
     number of so-called <<  privileged  >> shares from the capital stock of XLG
     which  redemption  value will equal the net total  amount spent by STADIUM,
     appearing  in the  accounting  books of  STADIUM  (including  expenses  and
     revenues transferred by Soreve).  Mr. Alain Lemieux,  representative of XLG
     acknowledges and agrees the expenses of 1,350,000 euros with regards to the
     present subsection 3.2.

3.3  Instruction  will be given,  upon signatures of this agreement to the legal
     counsel of the corporation in Switzerland to proceed to the issuance of the
     so-called << privileged >> shares.  Each of these shares will be redeemable
     for 1 CHF.

3.4  The rights and  obligation of the so-called << privileged >> shares will be
     the following:

     3.4.1  The shares will be non-voting.

     3.4.2  The redemption value will be 1 CHF et will have preemptive rights in
            case of  liquidation  on all other  types of issued and  outstanding
            shares.

     3.4.3  XLG will  commit  itself  to make  sure  that no  dividends  nor any
            profits shall be  distributed to anyone before making the redemption
            payment of certain number of privileged shares, for a specific year.

     3.4.4  65% of profits after tax shall be utilized for the redemption of the
            so-called << privileged  >> shares  annually  unless the  redemption
            would put in peril the  financial  situation of the  company,  by an
            amount equivalent to the complete redemption of these shares .

     3.4.5  Each shares shall  receive a right to collect a cumulative  dividend
            equal to 3 % of the redemption value.  Against the redemption of the
            distribution  agreement  and of the amounts  spent to advertise  the
            XLTurf brand,  STADIUM commits itself to hand all  documentation and
            any other information deemed necessary by XLG.


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<PAGE>

3.5  Preparation of the corporate documents

     3.5.1  Me Iso Lenzlinger,  legal counsel to the XLG company in Switzerland(
            ZUG), shall receive the necessary  instructions to prepare the legal
            documentation  in order to put into  place  the  commitments  by XLG
            foreseen in this agreement.

     3.5.2  The  so-called  << ordinary >> shares  shall be issued  according to
            subsection e 2.4 et 2.5 of this agreement and shall be listed to the
            index of the Frankfurt and OTC BB stock exchange.

4.   INTERMEDIARY PERIOD

4.1  It is in the  mutual  interest  of the  parties to insure a timely and well
     structured  transition  of activities by Stadium to the benefit of XLG, all
     in the purpose of  extending  commercial  activities  where  Terenvi  shall
     continue to sell XL Turf products in Northern France.

     Therefore,  Stadium  shall  continue to incur the  necessary  costs related
     directly to the business of selling  synthetic  sport  surface until August
     1st 2005, when all expenses shall be the  responsibility  of XLG in its new
     structure.

     Furthermore, the representatives of XLG have informed their counterparts at
     Stadium that they had to resolve the legislation issue << right to work >>,
     at the  expense  of  Stadium or Terenvi  with  regards to the  salaried  of
     Stadium where it is likely that a  non-resident  employer hires one or many
     Stadium employees by offering, maybe, other labor terms.


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<PAGE>

5.   GENERAL PROVISIONS

5.1  Parties convene that the present document includes the complete and upright
     wording of the  agreement  that took place between them with regards to its
     object.  Parties recognize that no other promises or  representations  took
     place  and that no other  agreement  be it oral or in any  other  form took
     place  between  parties  with  regards  to the  object  of this  contracts.
     Therefore,  the present  contract  replaces  and renders  null and void any
     other agreements, representation,  negotiation or prior proposition related
     to the object of the contract. No waiver, adjunction or modification of the
     clauses of this contract can bound the parties unless it is made in writing
     et duly signed by the parties or their authorized representatives.

5.2  The headings of the sections are used to facilitate  the  understanding  of
     the text, but they are not part of the contract.

5.3  In case part of the contract,  a section,  a paragraph or a  sub-paragraph,
     for any possible reasons,  is declared null or invalid,  it will not affect
     in any ways the validity of the other  provisions of the contract that will
     remain in force et shall be used as if the contract had been signed without
     the invalid provisions.

5.4  Parties  convene that the laws of  Switzerland  shall be  applicable to the
     contract et shall determine its application and interpretation.

5.5  The  failure  by a party to demand  the  strict  fulfillment  of one of the
     commitments  agreed in light of this contract or the upright respect of one
     of the  conditions  it  presents,  or still the failure to exercise a right
     which it can claim based on this  contract,  cannot be  understood as a one
     time  renunciation  or an  abandonment  to reclaim  this  right,  since the
     commitment  or the  condition  that was not  fulfilled  or respected or the
     right that has not been  exercised,  keeps and maintains its full force and
     validity.

5.6  The observation of different clauses of the contract remains subject to the
     restrictions  imposed by the law or any other public order  regulations  as
     well as any impeachment from an act of God including wars,  strikes,  fire,
     or any other  conditions  outside the parties'  control,  in which case the
     parties  will have the right to cancel the  present  contract or differ its
     execution

5.7  The present Agreement binds the parties as well as their successors, heirs,
     legatees,   assignees   and   other   legal   representatives   and   their
     beneficiaries.

5.8  Parties to this  agreement  declare  having read all the conditions of this
     Agreement,  that they have  understood the  modalities,  that they have had
     their legal  counsel  examining  this  Agreement et that they consent to be
     bound by it.

5.9  No parties in this  Agreement can cede this agreement or any part of it nor
     its rights by virtue of it without  obtaining the written  consent from the
     other parties.


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<PAGE>

                                            Stadium SA

                                            /s/ Michel Delbaere
                                            ------------------------------------
                                       By : Michel Delbaere, president

                                            XL Generation AG

                                           /s/ Alain Lemieux
                                           -------------------------------------
                                      By : Alain Lemieux, president


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