THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF 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.

                          SERIES B WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                        XL GENERATION INTERNATIONAL INC.

                             Expires June 6th, 2006

No.: W-B-05- __                                       Number of Shares: 800, 000
Date of Issuance: December  6th,   2005


         FOR VALUE  RECEIVED,  subject to the provisions  hereinafter set forth,
the  undersigned,   XL  Generation  International  Inc.,  a  Nevada  corporation
(together with its successors and assigns, the "Issuer"),  hereby certifies that
PROFESSIONAL  TRADING  SERVICES  SA or its  registered  assigns is  entitled  to
subscribe  for and purchase,  during the Term (as  hereinafter  defined),  up to
Eight Hundred  Thousand (800 000) shares  (subject to adjustment as  hereinafter
provided) of the duly authorized,  validly issued, fully paid and non-assessable
Common Stock of the Issuer,  at an exercise price per share equal to the Warrant
Price then in effect, subject, however, to the provisions and upon the terms and
conditions hereinafter set forth. Capitalized terms used in this Warrant and not
otherwise defined herein shall have the respective meanings specified in Section
10 hereof.

         1.   Term.  The term of this Warrant shall  commence  on December  6th,
2005 and shall expire at 6:00 p.m., eastern time, on June 6th, 2006 (such period
being the "Term").

         2.   Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.

         (a)  Time of Exercise.  The purchase rights represented by this Warrant
may be exercised in whole or in part during the Term.

         (b)  Method of Exercise.  The Holder hereof may  exercise this Warrant,
in whole or in part,  by the  surrender of this Warrant  (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of  Warrant  Stock  with  respect  to which  this  Warrant  is then being
exercised, payable at such Holder's election by certified or official bank check
or by wire transfer to an account designated by the Issuer.

                                      -1-
<PAGE>

         (c)  [Intentionally Omitted.]

         (d)  Issuance of Stock  Certificates.  In the event of any exercise  of
the rights  represented  by this Warrant in  accordance  with and subject to the
terms and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased  shall be dated the date of such  exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise (the "Delivery Date") or, at the request of the Holder (provided that a
registration  statement under the Securities Act providing for the resale of the
Warrant Stock is then in effect),  issued and delivered to the Depository  Trust
Company ("DTC") account on the Holder's behalf via the Deposit  Withdrawal Agent
Commission  System  ("DWAC")  within a reasonable  time, not exceeding three (3)
Trading Days after such exercise,  and the Holder hereof shall be deemed for all
purposes to be the holder of the shares of Warrant  Stock so purchased as of the
date of such  exercise and (ii) unless this  Warrant has expired,  a new Warrant
representing  the number of shares of Warrant  Stock,  if any,  with  respect to
which this Warrant shall not then have been  exercised  (less any amount thereof
which  shall have been  canceled  in payment or partial  payment of the  Warrant
Price as hereinabove  provided) shall also be issued to the Holder hereof at the
Issuer's expense within such time.

         (e)  Compensation for Buy-In on Failure to Timely Deliver  Certificates
Upon Exercise.  In addition to any other rights available to the Holder,  if the
Issuer fails to cause its transfer agent to transmit to the Holder a certificate
or  certificates  representing  the Warrant Stock  pursuant to an exercise on or
before the Delivery  Date,  and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) shares of Common
Stock to deliver in  satisfaction  of a sale by the Holder of the Warrant  Stock
which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the
Issuer  shall (1) pay in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed,  and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of shares of Warrant  Stock for which such  exercise  was not  honored or
deliver to the Holder the number of shares of Common  Stock that would have been
issued had the Issuer timely complied with its exercise and delivery obligations
hereunder.  For  example,  if the Holder  purchases  Common Stock having a total
purchase  price of  $11,000  to  cover a Buy-In  with  respect  to an  attempted
exercise of shares of Common Stock with an  aggregate  sale price giving rise to
such  purchase  obligation  of  $10,000,  under  clause  (1) of the  immediately
preceding  sentence the Issuer shall be required to pay the Holder  $1,000.  The
Holder shall provide the Issuer written notice indicating the amounts payable to
the Holder in respect of the Buy-In, together with applicable  confirmations and
other evidence reasonably requested by the Issuer.  Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive  relief  with  respect  to the  Issuer's  failure  to timely  deliver
certificates  representing  shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.

                                      -2-
<PAGE>

         (f)  Transferability of Warrant.  Subject to Section 2(h), this Warrant
may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this  paragraph and subject to the  provisions of subsection  (h) of
this  Section 2, this Warrant may be  transferred  on the books of the Issuer by
the Holder hereof in person or by duly  authorized  attorney,  upon surrender of
this Warrant at the principal  office of the Issuer,  properly  endorsed (by the
Holder  executing an assignment in the form attached hereto) and upon payment of
any  necessary  transfer  tax or other  governmental  charge  imposed  upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants to purchase the same aggregate number of shares of Warrant Stock,  each
new Warrant to represent  the right to purchase such number of shares of Warrant
Stock as the Holder  hereof shall  designate at the time of such  exchange.  All
Warrants issued on transfers or exchanges shall be dated the Original Issue Date
and shall be identical  with this  Warrant  except as to the number of shares of
Warrant Stock issuable pursuant thereto.

         (g)  Continuing Rights of Holder. The Issuer will, at the time of or at
any time after each  exercise  of this  Warrant,  upon the request of the Holder
hereof,  acknowledge in writing the extent, if any, of its continuing obligation
to afford to such  Holder all rights to which such Holder  shall  continue to be
entitled  after such  exercise  in  accordance  with the terms of this  Warrant,
provided  that if any such  Holder  shall  fail to make any  such  request,  the
failure shall not affect the continuing  obligation of the Issuer to afford such
rights to such Holder.

         (h)  Compliance with Securities Laws.

              (i)   The  Holder  of   this   Warrant,   by   acceptance  hereof,
         acknowledges  that this  Warrant and the shares of Warrant  Stock to be
         issued upon exercise  hereof are being acquired solely for the Holder's
         own  account  and  not as a  nominee  for  any  other  party,  and  for
         investment,  and that the  Holder  will not  offer,  sell or  otherwise
         dispose of this  Warrant  or any  shares of Warrant  Stock to be issued
         upon  exercise  hereof  except  pursuant to an  effective  registration
         statement, or an exemption from registration,  under the Securities Act
         and any applicable state securities laws.

              (ii)  Except as provided in  paragraph  (iii) below, this  Warrant
         and all certificates  representing  shares of Warrant Stock issued upon
         exercise  hereof  shall  be  stamped  or  imprinted  with a  legend  in
         substantially the following form:

         THIS  WARRANT AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE
         HEREOF 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 STA TE 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.

                                      -3-
<PAGE>

         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.

              (iii) The Issuer agrees to  reissue this  Warrant or  certificates
         representing  any of the  Warrant  Stock,  without the legend set forth
         above  if at such  time,  prior  to  making  any  transfer  of any such
         securities, the Holder shall give written notice to the Issuer upon the
         occurrence  of: (a) either  (i) the Issuer has  received  an opinion of
         counsel  reasonably  satisfactory to the Issuer, to the effect that the
         registration  of  such  securities  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  Issuer  with  the  Securities  and  Exchange
         Commission and has become effective under the Securities Act, (iii) the
         Issuer has  received  other  evidence  reasonably  satisfactory  to the
         Issuer that such  registration and  qualification  under the Securities
         Act and state  securities  laws are not  required,  or (iv) the  Holder
         provides the Issuer with  reasonable  assurances that such security can
         be sold pursuant to Rule 144 under the  Securities  Act; and (b) either
         (i)  the  Issuer  has   received  an  opinion  of  counsel   reasonably
         satisfactory  to  the  Issuer,  to  the  effect  that  registration  or
         qualification  under the  securities or "blue sky" laws of any state is

                                      -4-
<PAGE>

         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 Issuer
         will respond to any such notice from a holder within three (3) business
         days. In the case of any proposed transfer under this Section 2(h), the
         Issuer 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
         Issuer.  The  restrictions  on transfer  contained in this Section 2(h)
         shall be in  addition  to, and not by way of  limitation  of, any other
         restrictions  on  transfer  contained  in any  other  section  of  this
         Warrant.  Whenever a  certificate  representing  the  Warrant  Stock is
         required  to be issued  to a the  Holder  without a legend,  in lieu of
         delivering  physical  certificates   representing  the  Warrant  Stock,
         provided the Issuer's  transfer agent is  participating in the DTC Fast
         Automated  Securities  Transfer  program,  the  Issuer  shall  use  its
         reasonable  best efforts to cause its transfer agent to  electronically
         transmit the Warrant  Stock to the Holder by  crediting  the account of
         the  Holder's  Prime  Broker  with DTC  through its DWAC system (to the
         extent not inconsistent with any provisions of this Warrant).

         (i)  In no event may the  Holder exercise  this  Warrant in whole or in
part unless the Holder is an  "accredited  investor" as defined in  Regulation D
under the Securities Act.

         3.   Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a)  Stock Fully Paid. The Issuer  represents, warrants,  covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise  hereunder  will,  when issued in accordance  with the
terms of this  Warrant,  be duly  authorized,  validly  issued,  fully  paid and
nonassessable  and free from all taxes,  liens and charges created by or through
the  Issuer.  The Issuer  further  covenants  and agrees  that during the period
within  which this Warrant may be  exercised,  the Issuer will at all times have
authorized  and  reserved  for the  purpose of  issuance  upon  exercise of this
Warrant a number of shares of Common Stock equal to at least one hundred  twenty
percent (120%) of the aggregate  number of shares of Common Stock to provide for
the exercise of this Warrant.

         (b)  Reservation. If any shares of Common Stock required to be reserved
for issuance  upon exercise of this Warrant or as otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its best efforts as  expeditiously  as possible at its expense to
cause such shares to be duly  registered or qualified.  If the Issuer shall list
any shares of Common Stock on any securities  exchange or market it will, at its
expense,  list thereon,  maintain and increase when necessary such listing,  of,
all  shares of Warrant  Stock from time to time  issued  upon  exercise  of this
Warrant or as otherwise provided hereunder (provided that such Warrant Stock has
been  registered  pursuant to a registration  statement under the Securities Act
then in effect),  and, to the extent permissible under the applicable securities
exchange  rules,  all  unissued  shares of Warrant  Stock  which are at any time
issuable  hereunder,  so long as any shares of Common  Stock shall be so listed.
The Issuer will also so list on each  securities  exchange  or market,  and will
maintain such listing of, any other  securities which the Holder of this Warrant
shall be entitled to receive  upon the  exercise of this  Warrant if at the time
any securities of the same class shall be listed on such securities  exchange or
market by the Issuer.

                                      -5-
<PAGE>

         (c)  Covenants.  The Issuer shall not by any action  including, without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities or any other action,  avoid or seek to
avoid the  observance or  performance  of any of the terms of this Warrant,  but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or  appropriate to protect
the rights of the Holder  hereof  against  dilution (to the extent  specifically
provided  herein)  or  impairment.   Without  limiting  the  generality  of  the
foregoing,  the Issuer will (i) not permit the par value,  if any, of its Common
Stock to exceed the then effective  Warrant Price,  (ii) not amend or modify any
provision  of the  Articles  of  Incorporation  or  by-laws of the Issuer in any
manner that would  adversely  affect the rights of the Holders of the  Warrants,
(iii)  take all such  action as may be  reasonably  necessary  in order that the
Issuer may  validly and legally  issue  fully paid and  nonassessable  shares of
Common Stock, free and clear of any liens, claims, encumbrances and restrictions
(other than as provided herein) upon the exercise of this Warrant,  and (iv) use
its best efforts to obtain all such authorizations,  exemptions or consents from
any public  regulatory  body having  jurisdiction  thereof as may be  reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

         (d)  Loss, Theft,  Destruction  of  Warrants.  Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         4.   Adjustment of Warrant  Price.  The price at which  such  shares of
Warrant Stock may be purchased upon exercise of this Warrant shall be subject to
adjustment  from time to time as set forth in this  Section 4. The Issuer  shall
give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 4 in accordance with the notice provisions set forth in
Section 5.

         (a)  Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

              (i)   In case the  Issuer after the  Original  Issue Date shall do
         any of the following (each, a "Triggering  Event"):  (a) consolidate or
         merge with or into any other  Person  and the  Issuer  shall not be the
         continuing or surviving corporation of such consolidation or merger, or
         (b)  permit  any other  Person to  consolidate  with or merge  into the
         Issuer and the Issuer shall be the continuing or surviving  Person but,
         in connection with such  consolidation or merger,  any Capital Stock of
         the Issuer  shall be changed into or exchanged  for  Securities  of any
         other  Person or cash or any other  property,  or (c)  transfer  all or
         substantially  all of its properties or assets to any other Person,  or
         (d) effect a capital  reorganization or reclassification of its Capital
         Stock,  then,  and in the case of each such  Triggering  Event,  proper

                                      -6-
<PAGE>

         provision  shall be made so that,  upon the  basis and the terms and in
         the manner  provided in this Warrant,  the Holder of this Warrant shall
         be entitled upon the exercise hereof at any time after the consummation
         of such  Triggering  Event, to the extent this Warrant is not exercised
         prior to such  Triggering  Event,  to receive at the  Warrant  Price in
         effect  at the  time  immediately  prior  to the  consummation  of such
         Triggering  Event  in lieu  of the  Common  Stock  issuable  upon  such
         exercise  of  this  Warrant  prior  to  such  Triggering   Event,   the
         Securities,  cash and  property  to which such  Holder  would have been
         entitled upon the  consummation of such Triggering Event if such Holder
         had exercised the rights represented by this Warrant  immediately prior
         thereto  (including  the  right of a  shareholder  to elect the type of
         consideration  it will  receive upon a  Triggering  Event),  subject to
         adjustments  (subsequent to such corporate action) as nearly equivalent
         as possible to the  adjustments  provided for elsewhere in this Section
         4.

              (ii)  Notwithstanding  anything  contained in this  Warrant to the
         contrary,  a Triggering  Event shall not be deemed to have occurred if,
         prior to the consummation  thereof, each Person (other than the Issuer)
         which may be required to deliver any Securities,  cash or property upon
         the  exercise  of this  Warrant as provided  herein  shall  assume,  by
         written  instrument  delivered to, and reasonably  satisfactory to, the
         Holder of this Warrant,  (A) the  obligations  of the Issuer under this
         Warrant  (and if the Issuer  shall  survive  the  consummation  of such
         Triggering  Event,  such assumption  shall be in addition to, and shall
         not release the Issuer from, any  continuing  obligations of the Issuer
         under this  Warrant) and (B) the  obligation  to deliver to such Holder
         such Securities,  cash or property as, in accordance with the foregoing
         provisions  of this  subsection  (a),  such Holder shall be entitled to
         receive,  and such Person shall have similarly delivered to such Holder
         an  opinion  of  counsel  for  such  Person,  which  counsel  shall  be
         reasonably  satisfactory  to  such  Holder,  or in the  alternative,  a
         written  acknowledgement  executed by the President or Chief  Financial
         Officer of the  Issuer,  stating  that this  Warrant  shall  thereafter
         continue  in full  force and effect  and the terms  hereof  (including,
         without limitation, all of the provisions of this subsection (a)) shall
         be applicable to the Securities, cash or property which such Person may
         be  required  to  deliver  upon any  exercise  of this  Warrant  or the
         exercise of any rights pursuant hereto.

              (b)   Stock Dividends,  Subdivisions and  Combinations.  If at any
time the Issuer shall:

                    (i)    make or issue or set a record date for the holders of
         the  Common  Stock  for the  purpose  of  entitling  them to  receive a
         dividend payable in, or other distribution of, shares of Common Stock,

                    (ii)   subdivide  its  outstanding  shares of  Common  Stock
         into a larger number of shares of Common Stock, or

                    (iii)  combine  its  outstanding  shares  of  Common   Stock
         into a smaller number of shares of Common Stock,

                                      -7-
<PAGE>

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the  happening of such event,  and (2) the Warrant  Price then in
effect  shall  be  adjusted  to  equal  (A) the  Warrant  Price  then in  effect
multiplied  by the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to the  adjustment  divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable  immediately  after
such adjustment.

         (c)  Certain Other Distributions.  If at any time the Issuer shall make
or issue or set a  record  date for the  holders  of the  Common  Stock  for the
purpose of entitling them to receive any dividend or other distribution of:

                    (i)    cash (other  than a  cash  dividend  payable  out  of
         earnings  or  earned  surplus  legally  available  for the  payment  of
         dividends under the laws of the  jurisdiction of  incorporation  of the
         Issuer),

                    (ii)   any  evidences  of  its  indebtedness,  any shares of
         stock of any class or any other  securities  or  property of any nature
         whatsoever (other than cash), or

                    (iii)  any  warrants or other  rights to  subscribe  for  or
         purchase any evidences of its indebtedness,  any shares of stock of any
         class or any other  securities  or  property  of any nature  whatsoever
         (other than cash),

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable  shall be  adjusted  to equal the product of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
adjustment  multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator  of which  shall be such Per Share  Market  Value  minus the  amount
allocable to one share of Common Stock of any such cash so distributable  and of
the fair value (as  determined  in good faith by the Board of  Directors  of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such  evidences  of  indebtedness,  shares of  stock,  other  securities  or
property or warrants or other  subscription or purchase rights so distributable,
and (2) the  Warrant  Price then in effect  shall be  adjusted  to equal (A) the
Warrant Price then in effect  multiplied by the number of shares of Common Stock
for which  this  Warrant  is  exercisable  immediately  prior to the  adjustment
divided  by (B) the number of shares of Common  Stock for which this  Warrant is
exercisable immediately after such adjustment.  A reclassification of the Common
Stock  (other  than a change in par value,  or from par value to no par value or
from no par value to par value)  into  shares of Common  Stock and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders
of its  Common  Stock of such  shares of such  other  class of stock  within the
meaning of this  Section  4(c) and, if the  outstanding  shares of Common  Stock
shall be changed into a larger or smaller  number of shares of Common Stock as a
part of such  reclassification,  such change  shall be deemed a  subdivision  or
combination,  as the case may be, of the  outstanding  shares  of  Common  Stock
within the meaning of Section 4(b).

                                      -8-
<PAGE>

         (d) Other Provisions  applicable to Adjustments under this Section. The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Warrant Price then in effect provided for in this Section 4:

              (i)   When  Adjustments to Be  Made.  The adjustments  required by
this  Section  4 shall be made  whenever  and as often  as any  specified  event
requiring an adjustment shall occur, except that any adjustment of the number of
shares of Common  Stock  for  which  this  Warrant  is  exercisable  that  would
otherwise be required may be postponed  (except in the case of a subdivision  or
combination  of shares of the Common Stock,  as provided for in Section 4(b)) up
to, but not beyond the date of exercise if such  adjustment  either by itself or
with other  adjustments  not  previously  made adds or  subtracts  less than one
percent (1%) of the shares of Common Stock for which this Warrant is exercisable
immediately prior to the making of such adjustment.  Any adjustment representing
a change  of less  than such  minimum  amount  (except  as  aforesaid)  which is
postponed shall be carried forward and made as soon as such adjustment, together
with other adjustments required by this Section 4 and not previously made, would
result in a minimum  adjustment  or on the date of exercise.  For the purpose of
any  adjustment,  any  specified  event shall be deemed to have  occurred at the
close of business on the date of its occurrence.

              (ii)  Fractional Interests.  In  computing  adjustments under this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.

              (iii) When Adjustment Not Required.  If  the Issuer  shall  take a
record of the holders of its Common Stock for the purpose of  entitling  them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

         (e)  Form of Warrant after  Adjustments.  The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (f)  Escrow  of  Warrant   Stock.   If  after  any   property   becomes
distributable  pursuant to this  Section 4 by reason of the taking of any record
of the holders of Common  Stock,  but prior to the  occurrence  of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the  last  shares  of  Common   Stock  for  which  this   Warrant  is  exercised
(notwithstanding  any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually  takes place,  upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein,  if the event for which such record was taken fails to occur or
is  rescinded,  then such  escrowed  shares shall be cancelled by the Issuer and
escrowed property returned.

                                      -9-
<PAGE>

         5.   Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be submitted to a national or regional
accounting  firm  reasonably  acceptable to the Issuer and the Holder,  provided
that the  Issuer  shall have ten (10) days  after  receipt  of notice  from such
Holder  of its  selection  of such firm to object  thereto,  in which  case such
Holder shall select another such firm and the Issuer shall have no such right of
objection.  The firm  selected by the Holder of this  Warrant as provided in the
preceding  sentence shall be instructed to deliver a written  opinion as to such
matters to the Issuer and such Holder within  thirty (30) days after  submission
to it of such  dispute.  Such opinion  shall be final and binding on the parties
hereto.  The costs and  expenses  of the initial  accounting  firm shall be paid
equally by the Issuer and the Holder  and,  in the case of an  objection  by the
Issuer,  the costs and expenses of the subsequent  accounting firm shall be paid
in full by the Issuer.

         6.   Fractional Shares.  No fractional  shares of Warrant Stock will be
issued in connection  with any exercise  hereof,  but in lieu of such fractional
shares,  the Issuer  shall make a cash payment  therefor  equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding
anything to the contrary set forth in this  Warrant,  at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued  pursuant to such exercise would exceed,  when  aggregated with all other
shares of Common  Stock  beneficially  owned by such  Holder at such  time,  the
number of shares of Common Stock which would result in such Holder  beneficially
owning (as  determined in accordance  with Section 13(d) of the Exchange Act and
the rules  thereunder)  in excess of 4.99% of the then  issued  and  outstanding
shares of Common Stock;  provided,  however,  that upon a holder of this Warrant
providing  the Issuer with  sixty-one  (61) days notice  (pursuant to Section 14
hereof) (the "Waiver  Notice") that such Holder would like to waive this Section
7(a) with regard to any or all shares of Common Stock  issuable upon exercise of
this Warrant, this Section 7(a) will be of no force or effect with regard to all
or a portion of the Warrant referenced in the Waiver Notice; provided,  further,
that this provision  shall be of no further force or effect during the sixty-one
(61) days immediately preceding the expiration of the term of this Warrant.

              (b)   Notwithstanding anything to the  contrary set forth in  this
Warrant,  at no time may a Holder of this Warrant  exercise  this Warrant if the
number of shares of Common Stock to be issued  pursuant to such  exercise  would
exceed, when aggregated with all other shares of Common Stock beneficially owned
by such  Holder at such time,  the number of shares of Common  Stock which would
result in such Holder  beneficially  owning (as  determined in  accordance  with
Section 13(d) of the Exchange Act and the rules  thereunder)  in excess of 9.99%
of the then issued and outstanding  shares of Common Stock;  provided,  however,
that upon a holder of this  Warrant  providing  the Issuer with a Waiver  Notice
that such holder would like to waive this Section 7(b) with regard to any or all
shares of Common Stock issuable upon exercise of this Warrant, this Section 7(b)
shall be of no force or effect  with  regard to those  shares of  Warrant  Stock
referenced in the Waiver Notice; provided, further, that this provision shall be
of no  further  force or effect  during  the  sixty-one  (61)  days  immediately
preceding the expiration of the term of this Warrant.

                                      -10-
<PAGE>

         8.   Registration Rights. If the Issuer proposes to register any of its
securities  under the Securities Act (other than a registration  relating solely
to the sale of  securities  to  participants  in an Issuer stock plan or on Form
S-8), the Issuer shall, at such time, promptly give the Holder written notice of
such proposed registration.  Upon the written request of the Holder given within
twenty (20) days after  mailing of such notice,  the Issuer shall include in the
registration statement all of the Warrant Stock that the Holder has requested to
be registered. Upon a registration of securities pursuant to this Section 8, the
Issuer  shall use  commercially  reasonable  efforts to cause such  registration
statement to become  effective and keep such  registration  statement  effective
until the earlier of such time as all of such  securities  have been disposed of
in accordance with the intended  methods of disposition by the seller or sellers
thereof set forth in such registration statement or after such time at which all
shares of Warrant Stock held by the Holder can be sold without  registration  in
compliance with Rule 144(k) of the Securities Act.

         9.   Intentionally omitted.

         10.  Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

              "Articles of Incorporation" means the Articles of Incorporation of
         the Issuer as in effect on the  Original  Issue Date,  and as hereafter
         from  time to time  amended,  modified,  supplemented  or  restated  in
         accordance with the terms hereof and thereof and pursuant to applicable
         law.

              "Board" shall mean the Board of Directors of the Issuer.

              "Capital  Stock"  means  and  includes  (i) any  and  all  shares,
         interests,  participations  or other  equivalents  of or  interests  in
         (however designated)  corporate stock,  including,  without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether  general or  limited)  in any Person  which is a  partnership,
         (iii) all membership  interests or limited  liability company interests
         in any  limited  liability  company,  and (iv) all equity or  ownership
         interests in any Person of any other type.

              "Common  Stock"  means the Common  Stock,  par value  $.00001  per
         share,  of the Issuer and any other Capital Stock into which such stock
         may hereafter be changed.

              "Governmental  Authority"  means any  governmental,  regulatory or
         self-regulatory   entity,   department,   body,  official,   authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.

                                      -11-
<PAGE>

              "Holders"  mean the  Persons  who shall  from time to time own any
         Warrant. The term "Holder" means one of the Holders.

              "Independent  Appraiser"  means a nationally  recognized  or major
         regional  investment  banking  firm or firm  of  independent  certified
         public  accountants of recognized  standing (which may be the firm that
         regularly  examines  the  financial  statements  of the Issuer) that is
         regularly  engaged in the business of  appraising  the Capital Stock or
         assets of corporations  or other entities as going concerns,  and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

              "Issuer"  means  XL  Generation   International   Inc.,  a  Nevada
         corporation, and its successors.

              "Majority  Holders"  means  at any time the  Holders  of  Warrants
         exercisable  for a majority  of the shares of  Warrant  Stock  issuable
         under the Warrants at the time outstanding.

              "Original Issue Date" means December 6th 2005.

              "OTC  Bulletin  Board"  means  the   over-the-counter   electronic
         bulletin board.

              "Person"  means  an  individual,  corporation,  limited  liability
         company,  partnership,   joint  stock  company,  trust,  unincorporated
         organization,  joint venture, Governmental Authority or other entity of
         whatever nature.

              "Per Share  Market  Value"  means on any  particular  date (a) the
         closing bid price per share of the Common Stock on such date on the OTC
         Bulletin Board or another  registered  national stock exchange on which
         the Common Stock is then  listed,  or if there is no such price on such
         date,  then the closing bid price on such exchange or quotation  system
         on the date nearest  preceding such date, or (b) if the Common Stock is
         not listed then on the OTC Bulletin  Board or any  registered  national
         stock  exchange,  the closing bid price for a share of Common  Stock in
         the  over-the-counter  market, as reported by the OTC Bulletin Board or
         in the National Quotation Bureau  Incorporated or similar  organization
         or agency succeeding to its functions of reporting prices) at the close
         of  business  on such  date,  or (c) if the  Common  Stock  is not then
         reported by the OTC  Bulletin  Board or the National  Quotation  Bureau
         Incorporated  (or  similar  organization  or agency  succeeding  to its
         functions  of reporting  prices),  then the average of the "Pink Sheet"
         quotes  for  the  five  (5)  Trading  Days   preceding   such  date  of
         determination,  or (d) if the Common Stock is not then publicly  traded
         the fair market  value of a share of Common Stock as  determined  by an
         Independent  Appraiser  selected in good faith by the Majority Holders;
         provided,  however, that the Issuer, after receipt of the determination
         by such  Independent  Appraiser,  shall  have the  right to  select  an
         additional Independent Appraiser,  in which case, the fair market value
         shall  be equal  to the  average  of the  determinations  by each  such
         Independent Appraiser; and provided, further that all determinations of
         the Per Share  Market  Value shall be  appropriately  adjusted  for any
         stock dividends, stock splits or other similar transactions during such
         period.  The  determination  of fair  market  value  by an  Independent
         Appraiser  shall be based  upon the  fair  market  value of the  Issuer
         determined  on a going  concern  basis as between a willing buyer and a
         willing   seller  and  taking  into   account  all   relevant   factors
         determinative  of value, and shall be final and binding on all parties.
         In determining  the fair market value of any shares of Common Stock, no
         consideration  shall be given to any  restrictions  on  transfer of the
         Common Stock  imposed by  agreement  or by federal or state  securities
         laws, or to the existence or absence of, or any  limitations on, voting
         rights.

                                      -12-
<PAGE>

              "Securities"  means any debt or equity  securities  of the Issuer,
         whether now or hereafter authorized, any instrument convertible into or
         exchangeable for Securities or a Security,  and any option,  warrant or
         other right to purchase or acquire any Security.  "Security"  means one
         of the Securities.

              "Securities Act" means the Securities Act of 1933, as amended,  or
         any similar federal statute then in effect.

              "Subsidiary"   means  any   corporation  at  least  50%  of  whose
         outstanding  Voting  Stock  shall  at the  time be  owned  directly  or
         indirectly by the Issuer or by one or more of its  Subsidiaries,  or by
         the Issuer and one or more of its Subsidiaries.

              "Term" has the meaning specified in Section 1 hereof.

              "Trading  Day" means (a) a day on which the Common Stock is traded
         on the OTC Bulletin  Board, or (b) if the Common Stock is not traded on
         the OTC  Bulletin  Board,  a day on which the Common Stock is quoted in
         the  over-the-counter  market as  reported  by the  National  Quotation
         Bureau  Incorporated (or any similar  organization or agency succeeding
         its  functions of reporting  prices);  provided,  however,  that in the
         event that the Common Stock is not listed or quoted as set forth in (a)
         or (b) hereof,  then  Trading  Day shall mean any day except  Saturday,
         Sunday  and any day which  shall be a legal  holiday  or a day on which
         banking  institutions  in the  State  of New  York  are  authorized  or
         required by law or other government action to close.

              "Voting  Stock"  means,  as  applied to the  Capital  Stock of any
         corporation, Capital Stock of any class or classes (however designated)
         having  ordinary  voting  power for the  election  of a majority of the
         members of the Board of  Directors  (or other  governing  body) of such
         corporation,  other than Capital Stock having such power only by reason
         of the happening of a contingency.

              "Warrants"  means  the  Series  B  Warrants,   including,  without
         limitation,  this Warrant,  and any other warrants of like tenor issued
         in substitution or exchange for any thereof  pursuant to the provisions
         of Section 2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

              "Warrant  Price" means $1.25,  as such price may be adjusted  from
         time to time as shall  result from the  adjustments  specified  in this
         Warrant, including Section 4 hereto.

                                      -13-
<PAGE>

              "Warrant  Share Number" means at any time the aggregate  number of
         shares  of  Warrant  Stock  which may at such  time be  purchased  upon
         exercise of this Warrant,  after giving effect to all prior adjustments
         and  increases  to such  number  made or  required to be made under the
         terms hereof.

              "Warrant  Stock" means Common Stock  issuable upon exercise of any
         Warrant or Warrants or  otherwise  issuable  pursuant to any Warrant or
         Warrants.

         11.  Other Notices. In case at any time:

                             (A) the Issuer shall make any  distributions to the
                                 holders of Common Stock; or

                             (B) the Issuer shall  authorize the granting to all
                                 holders  of  its  Common  Stock  of  rights  to
                                 subscribe for or purchase any shares of Capital
                                 Stock of any class or other rights; or

                             (C) there  shall  be  any  reclassification  of the
                                 Capital Stock of the Issuer; or

                             (D) there  shall be any capital  reorganization  by
                                 the Issuer; or

                             (E) there shall be any (i)  consolidation or merger
                                 involving the Issuer or (ii) sale,  transfer or
                                 other  disposition of all or substantially  all
                                 of the  Issuer's  property,  assets or business
                                 (except  a merger  or other  reorganization  in
                                 which  the  Issuer   shall  be  the   surviving
                                 corporation  and its  shares of  Capital  Stock
                                 shall continue to be outstanding  and unchanged
                                 and  except  a  consolidation,   merger,  sale,
                                 transfer  or  other  disposition   involving  a
                                 wholly-owned Subsidiary); or

                             (F) there  shall  be  a  voluntary  or  involuntary
                                 dissolution,  liquidation  or winding-up of the
                                 Issuer or any partial liquidation of the Issuer
                                 or distribution to holders of Common Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
(20) days prior to the action in question  and not less than ten (10) days prior
to the record date or the date on which the Issuer's  transfer  books are closed
in respect  thereto.  This Warrant  entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

                                      -14-
<PAGE>

         12. Amendment and Waiver. Any term, covenant, agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the Majority Holders;  provided,  however,  that no such amendment or
waiver  shall  reduce the Warrant  Share  Number,  increase  the Warrant  Price,
shorten the period  during  which this  Warrant may be  exercised  or modify any
provision of this Section 12 without the consent of the Holder of this  Warrant.
No consideration shall be offered or paid to any person to amend or consent to a
waiver  or  modification  of any  provision  of this  Warrant  unless  the  same
consideration is also offered to all holders of the Warrants.

         13. Governing Law; Jurisdiction.  This Warrant 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 Warrant
shall not be  interpreted or construed  with any  presumption  against the party
causing this  Warrant to be drafted.  The Issuer and the Holder agree that venue
for any dispute  arising under this Warrant will lie exclusively in the state or
federal courts located in New York County, 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 Issuer and the Holder  irrevocably  consent to
personal  jurisdiction in the state and federal courts of the state of New York.
The  Issuer and the Holder  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 Warrant and agrees that such  service  shall
constitute good and sufficient service of process and notice thereof. Nothing in
this  Section 13 shall  affect or limit any right to serve  process in any other
manner  permitted  by law.  The  Issuer  and the  Holder  hereby  agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
the this Warrant,  shall be entitled to reimbursement  for reasonable legal fees
from the non-prevailing party. The parties hereby waive all rights to a trial by
jury.

         14. Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified  for notice prior to 5:00 p.m.,  eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or  communication  is delivered via facsimile at the facsimile  telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of  mailing,  if sent by  overnight  delivery  by a  nationally  recognized
overnight  courier  service  or (iv)  actual  receipt  by the party to whom such
notice is required to be given. The addresses for such  communications  shall be
with respect to the Holder of this Warrant or of Warrant  Stock issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, addressed to:

                                      -15-
<PAGE>

                   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

Copies of all notices hereunder shall be sent to WUERSCH & GERING, LLP 100, Wall
Street, 21st Floor New York, NY 10005,  Attention:  Mr. Travis Gering, Tel. No.:
Tel. No.: (212)  509-5050,  Fax No.: (212)  509-9559.  Any party hereto may from
time to time  change its  address  for  notices by giving at least ten (10) days
written notice of such changed address to the other party hereto.

         15. Warrant Agent.  The Issuer may, by written notice to each Holder of
this  Warrant,  appoint an agent having an office in New York,  New York for the
purpose  of issuing  shares of Warrant  Stock on the  exercise  of this  Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d) of Section 2 hereof or replacing  this  Warrant  pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

         16.  Remedies.  The Issuer  stipulates  that the remedies at law of the
Holder of this Warrant in the event of any default or threatened  default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that,  to the fullest  extent  permitted by
law,  such  terms may be  specifically  enforced  by a decree  for the  specific
performance  of any agreement  contained  herein or by an  injunction  against a
violation of any of the terms hereof or otherwise.

         17.  Successors  and  Assigns.  This  Warrant and the rights  evidenced
hereby  shall inure to the  benefit of and be binding  upon the  successors  and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         18.  Modification and Severability.  If, in any action before any court
or agency  legally  empowered to enforce any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

         19.  Headings.  The  headings of the  Sections of this  Warrant are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -16-
<PAGE>

         IN WITNESS WHEREOF, the Issuer has executed this Series B Warrant as of
the day and year first above written.

                                            XL GENERATION INTERNATIONAL INC.

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



                                      -17-
<PAGE>

                                  EXERCISE FORM
                                SERIES B WARRANT

                        XL GENERATION INTERNATIONAL INC.

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant, hereby elects to purchase _____ shares of Common Stock of XL Generation
International Inc. covered by the within Warrant.

Dated: _________________            Signature  _________________________________

                                    Address    ____________________________

                                               ____________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature  _________________________________

                                    Address    ____________________________

                                               ____________________________


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________            Signature  _________________________________

                                    Address    ____________________________

                                               ____________________________




                                      -18-
<PAGE>

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-__ canceled (or  transferred or exchanged)  this _____ day of
___________,  _____,  shares  of Common  Stock  issued  therefor  in the name of
_______________,  Warrant No.  W-_____ issued for ____ shares of Common Stock in
the name of _______________.








                                      -19-