Exhibit 10.20

                          REGISTRATION RIGHTS AGREEMENT

            This  Registration  Rights Agreement (this  "Agreement") is made and
entered into as of December 6th, 2005, by and among XL Generation  International
Inc.,  a Nevada  corporation  (the  "Company"),  and the  purchasers  listed  on
Schedule I hereto (the "Purchasers").

            This  Agreement is being  entered into  pursuant to the Common Stock
Purchase  Agreement  dated as of the  date  hereof  among  the  Company  and the
Purchasers (the "Purchase Agreement").

            The Company and the Purchasers hereby agree as follows:

      1. Definitions.

            Capitalized  terms used and not otherwise  defined herein shall have
the  meanings  given  such  terms  in the  Purchase  Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

            "Advice" shall have meaning set forth in Section 3(m).

            "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "control,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "affiliated,"  "controlling"  and  "controlled"  have meanings
correlative to the foregoing.

            "Board" shall have meaning set forth in Section 3(n).

            "Business  Day"  means 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  generally  are  authorized  or  required  by  law or  other
government actions to close.

            "Closing  Date"  means the date of the closing of the  purchase  and
sale of the Shares pursuant to the Purchase Agreement.

            "Commission" means the Securities and Exchange Commission.

            "Common  Stock" means the Company's  Common Stock,  par value $0.001
per share.

            "Effectiveness   Date"  means  with  respect  to  the   Registration
Statement  the  earlier of the 90th day  following  the Filing  Date or the date
which is within three (3) calendar days of the date the  Commission  informs the
Company that the  Commission (i) will not review the  Registration  Statement or
(ii) that the Company may request the  acceleration of the  effectiveness of the
Registration Statement and the Company makes such request.

            "Effectiveness  Period"  shall have the meaning set forth in Section
2.


<PAGE>

            "Event" shall have the meaning set forth in Section 7(d).

            "Event Date" shall have the meaning set forth in Section 7(d).

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended.

            "Filing Date" means 30 Days after the execution of the present.

            "Holder" or "Holders"  means the holder or holders,  as the case may
be, from time to time of Registrable Securities.

            "Indemnified  Party"  shall  have the  meaning  set forth in Section
5(c).

            "Indemnifying  Party"  shall have the  meaning  set forth in Section
5(c).

            "Losses" shall have the meaning set forth in Section 5(a).

            "Person" means an individual or a corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

            "Proceeding"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus"  means  the  prospectus  included  in the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

            "Registrable Securities" means (i) the shares of Common Stock issued
to the  Purchasers  pursuant to the  Purchase  Agreement  and (ii) the shares of
Common Stock issuable upon exercise of the Warrants.

            "Registration  Statement" means the registration  statements and any
additional registration statements contemplated by Section 2, including (in each
case) the Prospectus,  amendments and supplements to such registration statement
or  Prospectus,  including  pre- and  post-effective  amendments,  all  exhibits
thereto,  and all  material  incorporated  by  reference  in  such  registration
statement.


                                       2
<PAGE>

            "Rule 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 158" means Rule 158 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Special  Counsel"  means one special  counsel to the  Holders,  for
which the Holders will be reimbursed by the Company pursuant to Section 4.

      2. Resale Registration.

            On or prior to the Filing  Date the Company  shall  prepare and file
with  the  Commission  a  "resale"   Registration   Statement,   or  an  Amended
Registration  Statement (the "Registration  Statement") covering all Registrable
Securities  for an offering to be made on a  continuous  basis  pursuant to Rule
415. The Registration  Statement shall be on Form SB-2 (except if the Company is
not then  eligible to register  for resale the  Registrable  Securities  on Form
SB-2, in which case such  registration  shall be on another  appropriate form in
accordance herewith). The Company shall (i) not permit any securities other than
the Registrable Securities and the securities to be listed on Schedule II hereto
to be included in the Registration  Statement,  at the exception of all previous
Registrable Securities all ready included in the said Registration Statement and
(ii) use its reasonable best efforts to cause the  Registration  Statement to be
declared  effective  under the  Securities Act as promptly as possible after the
filing thereof,  but in any event prior to the  Effectiveness  Date, and to keep
such  Registration  Statement  continuously  effective  under the Securities Act
until  such  date  as is the  earlier  of (x)  the  date  when  all  Registrable
Securities covered by such Registration Statement have been sold or (y) the date
on which the Registrable Securities may be sold without any restriction pursuant
to Rule 144 as  determined  by the counsel to the Company  pursuant to a written
opinion  letter,  addressed to the Company's  transfer agent to such effect (the
"Effectiveness Period").

      3. Registration Procedures.

            In connection with the Company's registration obligations hereunder,
the Company shall:


                                       3
<PAGE>

            (a) Prepare and file with the  Commission  on or prior to the Filing
Date,  a  Registration  Statement  on Form SB-2 (or if the  Company  is not then
eligible to register  for resale the  Registrable  Securities  on Form SB-2 such
registration  shall be on another  appropriate  form in accordance  herewith) in
accordance  with the method or methods of  distribution  thereof as specified by
the  Holders  (except  if  otherwise  directed  by the  Holders),  and  use  its
reasonable best efforts to cause the Registration  Statement to become effective
and remain effective as provided herein;  provided,  however, that not less than
two (2) Business Days prior to the filing of the  Registration  Statement or any
related  Prospectus  or any  amendment  or  supplement  thereto  (including  any
document that would be incorporated therein by reference), the Company shall (i)
furnish to the  Special  Counsel,  copies of all such  documents  proposed to be
filed,  which  documents  (other than those  incorporated  by reference) will be
subject to the review of such Special  Counsel,  and (ii) cause its officers and
directors,  counsel and independent  certified public  accountants to respond to
such  inquiries  as shall be  necessary,  in the  reasonable  opinion of Special
Counsel,  to  conduct a  reasonable  investigation  within  the  meaning  of the
Securities  Act. Unless  otherwise  advised by outside counsel to the Company in
its reasonable judgment,  the Company shall not file the Registration  Statement
or any such  Prospectus or any  amendments or  supplements  thereto to which the
Special Counsel shall  reasonably  object in writing within one (1) Business Day
of its receipt thereof; provided,  however, that Special Counsel may only object
to  the  filing  of  the  Registration   Statement  if  such  objection  relates
specifically  to the  Holders  or may affect  the  timely  effectiveness  of the
Registration Statement.

            (b) (i)  Prepare  and file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and
file with the Commission  such  additional  Registration  Statements in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424 (or any  similar  provisions  then in  force)  promulgated  under  the
Securities  Act;  (iii)  respond as promptly as possible,  but in no event later
than ten (10) Business Days, to any comments  received from the Commission  with
respect to the Registration  Statement or any amendment  thereto and as promptly
as possible  provide the Holders true and complete copies of all  correspondence
from and to the  Commission  relating to the  Registration  Statement;  and (iv)
comply in all material  respects with the  provisions of the  Securities Act and
the Exchange Act with respect to the disposition of all  Registrable  Securities
covered by the Registration Statement during the applicable period in accordance
with the intended methods of disposition by the Holders thereof set forth in the
Registration Statement as so amended or in such Prospectus as so supplemented.

            (c) Notify any Special  Counsel as promptly as possible (and, in the
case of (i)(A)  below,  not less than two (2) days prior to such filing)  (i)(A)
when a Prospectus or any Prospectus  supplement or  post-effective  amendment to
the  Registration  Statement  is filed;  (B) when the  Commission  notifies  the
Company  whether  there will be a "review" of such  Registration  Statement  and
whenever the Commission  comments in writing on such Registration  Statement and
(C) with respect to the Registration Statement or any post-effective  amendment,
when the same has become effective; (ii) of any request by the Commission or any
other Federal or state  governmental  authority for amendments or supplements to
the Registration Statement or Prospectus or for additional information; (iii) of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration  Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings  for that purpose;  (iv) of the receipt by the
Company of any notification  with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any  jurisdiction,  or the  initiation or threatening of any Proceeding for such
purpose; and (v) of the occurrence of any event that makes any statement made in
the Registration  Statement or Prospectus or any document incorporated or deemed
to be incorporated  therein by reference  untrue in any material respect or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.


                                       4
<PAGE>

            (d) Use its reasonable best efforts to avoid the issuance of, or, if
issued,  obtain the withdrawal of, (i) any order suspending the effectiveness of
the  Registration  Statement or (ii) any  suspension  of the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

            (e) If  requested  by the  Holders of a majority  in interest of the
Registrable  Securities,  (i) promptly incorporate in a Prospectus supplement or
post-effective  amendment to the Registration  Statement such information as the
Company  reasonably agrees should be included therein and (ii) make all required
filings of such Prospectus  supplement or such post-effective  amendment as soon
as practicable after the Company has received  notification of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

            (f) Furnish to each Holder and any Special Counsel,  without charge,
at least one conformed  copy of each  Registration  Statement and each amendment
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

            (g) The Company  hereby  consents to the use of any  Prospectus  and
each  amendment  or  supplement  thereto  by  each  of the  selling  Holders  in
connection with the offering and sale of the Registrable  Securities  covered by
such Prospectus and any amendment or supplement thereto.

            (h) Prior to any public offering of Registrable Securities,  use its
reasonable  best  efforts to register or qualify or  cooperate  with the selling
Holders  and  any  Special  Counsel  in  connection  with  the  registration  or
qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such  jurisdictions  within  the  United  States as any  Holder  requests  in
writing,   to  keep  each  such  registration  or  qualification  (or  exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided,  however,  that the Company shall not be required to qualify generally
to do business in any jurisdiction  where it is not then so qualified or to take
any  action  that would  subject  it to  general  service of process in any such
jurisdiction  where it is not then so  subject  or  subject  the  Company to any
material tax in any such jurisdiction where it is not then so subject.


                                       5
<PAGE>

            (i) Cooperate with the Holders to facilitate the timely  preparation
and delivery of  certificates  representing  Registrable  Securities  to be sold
pursuant to a Registration  Statement,  which  certificates shall be free of all
restrictive  legends  so long as the  Holder has  complied  with all  applicable
securities laws in connection with such sale,  including the prospectus delivery
requirements,   and  to  enable  such  Registrable  Securities  to  be  in  such
denominations  and registered in such names as any Holder may request in writing
at least two (2) Business Days prior to any sale of Registrable Securities.

            (j)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(c)(vi), as promptly as possible, prepare a supplement or amendment,  including
a post-effective amendment, to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

            (k) Use  its  reasonable  best  efforts  to  cause  all  Registrable
Securities  relating  to the  Registration  Statement  to be  listed  on the OTC
Bulletin Board or any other securities exchange,  quotation system or market, if
any, on which  similar  securities  issued by the Company are then listed as and
when required pursuant to the Purchase Agreement.

            (l) Comply in all material  respects with all  applicable  rules and
regulations  of the  Commission  and make  generally  available  to its security
holders  earning  statements  satisfying  the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period  (or 90 days  after the end of any  12-month  period if such  period is a
fiscal  year)  commencing  on the first day of the first  fiscal  quarter of the
Company after the effective date of the Registration Statement,  which statement
shall conform to the requirements of Rule 158.

            (m) The Company may require  each  selling  Holder to furnish to the
Company  information   regarding  such  Holder  and  the  distribution  of  such
Registrable Securities as is required by law to be disclosed in the Registration
Statement,  and the Company may exclude from such  registration  the Registrable
Securities of any such Holder who unreasonably fails to furnish such information
within a reasonable time after receiving such request.

            If the  Registration  Statement  refers  to any  Holder  by  name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the  Securities  Act or any similar  federal  statute then in
force)  the  deletion  of the  reference  to such  Holder  in any  amendment  or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.


                                       6
<PAGE>

            Each  Holder  covenants  and  agrees  that  (i) it will not sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

            Each Holder agrees by its acquisition of such Registrable Securities
that,  upon receipt of a notice from the Company of the  occurrence of any event
of the kind  described  in Section  3(c)(ii),  3(c)(iii),  3(c)(iv),  3(c)(v) or
3(c)(vi), such Holder will forthwith discontinue disposition of such Registrable
Securities under the  Registration  Statement until such Holder's receipt of the
copies of the  supplemented  Prospectus  and/or amended  Registration  Statement
contemplated  by Section 3(j), or until it is advised in writing (the  "Advice")
by the Company that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental  filings that
are incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.

            (n) If (i) there is material  non-public  information  regarding the
Company  which  the  Company's  Board  of  Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best interest to disclose,  then the Company may (x) postpone or suspend  filing
of a registration  statement for a period not to exceed 30  consecutive  days or
(y) postpone or suspend  effectiveness of a registration  statement for a period
not to exceed 20 consecutive days; provided that the Company may not postpone or
suspend  effectiveness  of a registration  statement under this Section 3(n) for
more  than  45 days in the  aggregate  during  any 12  month  period;  provided,
however,  that no  such  postponement  or  suspension  shall  be  permitted  for
consecutive 20 day periods  arising out of the same set of facts,  circumstances
or transactions.

      4. Registration Expenses.

            All fees and expenses  incident to the  performance of or compliance
with this  Agreement  by the Company,  except as and to the extent  specified in
this  Section 4, shall be borne by the Company  whether or not the  Registration
Statement  is filed or becomes  effective  and  whether  or not any  Registrable
Securities  are  sold  pursuant  to the  Registration  Statement.  The  fees and
expenses  referred  to  in  the  foregoing   sentence  shall  include,   without
limitation, (i) all registration and filing fees (including, without limitation,
fees and  expenses  with  respect  to filings  required  to be made with the OTC
Bulletin Board and each other securities exchange or market on which Registrable
Securities  are  required  hereunder  to  be  listed),  (ii)  printing  expenses
(including,   without   limitation,   expenses  of  printing   certificates  for
Registrable Securities), (iii) fees and disbursements of counsel for the Company
and Special Counsel for the Holders, in the case of the Special Counsel, up to a
maximum amount of $15,000.00  (iv)  Securities Act liability  insurance,  if the
Company  so  desires  such  insurance,  and (v) fees and  expenses  of all other
Persons  retained  by the Company in  connection  with the  consummation  of the
transactions contemplated by this Agreement,  including, without limitation, the
Company's  independent  public  accountants.  In addition,  the Company shall be
responsible  for all of its internal  expenses  incurred in connection  with the
consummation  of the  transactions  contemplated  by this Agreement  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing  legal or accounting  duties),  the expense of any annual audit,  the
fees and expenses  incurred in  connection  with the listing of the  Registrable
Securities on any securities exchange as required hereunder.


                                       7
<PAGE>

      5. Indemnification.

            (a)   Indemnification   by   the   Company.   The   Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder,  the officers,  directors,  agents,  brokers (including brokers who
offer and sell  Registrable  Securities  as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them,  each Person who controls any such Holder (within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act) and the officers,  directors, agents and employees of each such controlling
Person,  to the fullest extent permitted by applicable law, from and against any
and  all  losses,  claims,  damages,  liabilities,   costs  (including,  without
limitation,   costs  of   preparation   and   attorneys'   fees)  and   expenses
(collectively,  "Losses"), as incurred, arising out of or relating to any untrue
or alleged  untrue  statement of a material fact  contained in the  Registration
Statement,  any  Prospectus  or any form of  prospectus  or in any  amendment or
supplement  thereto  or in any  preliminary  prospectus,  or  arising  out of or
relating to any omission or alleged  omission of a material  fact required to be
stated therein or necessary to make the  statements  therein (in the case of any
Prospectus  or form of prospectus  or  supplement  thereto,  in the light of the
circumstances under which they were made) not misleading,  except to the extent,
but only to the extent,  that (i) such untrue  statements or omissions are based
solely upon information  regarding such Holder or such other  Indemnified  Party
furnished in writing to the Company by such Holder expressly for use therein and
(ii) that the foregoing  indemnity  agreement is subject to the condition  that,
insofar  as it  relates to any untrue  statement,  allegedly  untrue  statement,
omission or alleged  omission made in any preliminary  prospectus but eliminated
or  remedied  in  the  final  prospectus  (filed  pursuant  to  Rule  424 of the
Securities Act), such indemnity  agreement shall not inure to the benefit of any
Holder,  underwriter,  broker or other Person acting on behalf of holders of the
Registrable Securities,  from whom the Person asserting any loss, claim, damage,
liability or expense purchased the Registrable  Securities which are the subject
thereof,  if a copy of such final  prospectus  had been made  available  to such
Person and such Holder, underwriter,  broker or other Person acting on behalf of
holders  of the  Registrable  Securities  and  such  final  prospectus  was  not
delivered to such Person with or prior to the written  confirmation  of the sale
of such  Registrable  Securities  to such Person.  The Company  shall notify the
Holders  promptly of the  institution,  threat or assertion of any Proceeding of
which the Company is aware in connection with the  transactions  contemplated by
this Agreement.


                                       8
<PAGE>

            (b) Indemnification by Holders. Each Holder shall, severally and not
jointly,  indemnify  and hold  harmless the Company,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents and employees of such controlling  Persons, to the
fullest  extent  permitted by  applicable  law,  from and against all Losses (as
determined by a court of competent  jurisdiction in a final judgment not subject
to appeal or review),  as incurred,  arising  solely out of or based solely upon
any untrue statement of a material fact contained in the Registration Statement,
any  Prospectus,  or any form of  prospectus,  or arising solely out of or based
solely upon any  omission of a material  fact  required to be stated  therein or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in the light of the  circumstances  under
which they were made) not  misleading,  to the  extent,  but only to the extent,
that such untrue  statement  or  omission is  contained  in any  information  so
furnished in writing by such Holder or other  Indemnifying  Party to the Company
specifically  for inclusion in the  Registration  Statement or such  Prospectus.
Notwithstanding  anything to the contrary contained herein, each Holder shall be
liable  under this  Section 5(b) for only that amount as does not exceed the net
proceeds  to such  Holder  as a  result  of the sale of  Registrable  Securities
pursuant to such Registration Statement.

            (c) Conduct of Indemnification  Proceedings. If any Proceeding shall
be brought or asserted  against any Person  entitled to indemnity  hereunder (an
"Indemnified  Party"),  such Indemnified  Party promptly shall notify the Person
from whom  indemnity  is sought (the  "Indemnifying  Party) in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses;  or (2) the Indemnifying  Party shall have failed promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been advised by counsel (which shall be reasonably  acceptable to the
Indemnifying  Party)  that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying  Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ  separate  counsel at the  expense of the  Indemnifying
Party,  the  Indemnifying  Party  shall not have the right to assume the defense
thereof and such counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected  without its written  consent,  which consent shall not be unreasonably
withheld or delayed.  No  Indemnifying  Party shall,  without the prior  written
consent  of  the  Indemnified  Party,  effect  any  settlement  of  any  pending
Proceeding  in respect of which any  Indemnified  Party is a party,  unless such
settlement includes an unconditional  release of such Indemnified Party from all
liability on claims that are the subject matter of such Proceeding.


                                       9
<PAGE>

            All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified  Party,  as incurred,  within ten (10)
Business Days of written notice thereof to the Indemnifying Party (regardless of
whether it is ultimately determined that an Indemnified Party is not entitled to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

            (d) Contribution.  If a claim for indemnification under Section 5(a)
or 5(b) is unavailable  to an Indemnified  Party because of a failure or refusal
of a governmental  authority to enforce such  indemnification in accordance with
its terms (by  reason of public  policy or  otherwise),  then each  Indemnifying
Party, in lieu of indemnifying such Indemnified  Party,  shall contribute to the
amount paid or payable by such Indemnified  Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative  benefits  received by
the  Indemnifying  Party on the one hand and the Indemnified  Party on the other
from the offering of the Shares and  Warrants.  If, but only if, the  allocation
provided by the  foregoing  sentence is not  permitted  by  applicable  law, the
allocation of contribution shall be made in such proportion as is appropriate to
reflect not only the relative benefits referred to in the foregoing sentence but
also  the  relative  fault,  as  applicable,   of  the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

            The parties  hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

            The indemnity and contribution  agreements contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.  Notwithstanding anything to the contrary contained herein,
the Holders shall be liable under this Section 5(d) for only that amount as does
not  exceed  the  net  proceeds  to  such  Holder  as a  result  of the  sale of
Registrable Securities pursuant to such Registration Statement.


                                       10
<PAGE>

      6. Rule 144.

            As long as any Holder owns any Shares or Warrant Shares, the Company
covenants  to timely  file (or obtain  extensions  in respect  thereof  and file
within the  applicable  grace  period) all  reports  required to be filed by the
Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
Act. As long as any Holder owns any  Shares,  if the Company is not  required to
file reports  pursuant to Section  13(a) or 15(d) of the  Exchange  Act, it will
prepare and make publicly  available in accordance with Rule 144(c)  promulgated
under the Securities  Act annual and quarterly  financial  statements,  together
with a  discussion  and  analysis  of such  financial  statements  in  form  and
substance  substantially similar to those that would otherwise be required to be
included in reports  required by Section  13(a) or 15(d) of the Exchange Act, as
well as any other  information  required  thereby,  in the time period that such
filings  would have been  required to have been made under the Exchange Act. The
Company  further  covenants  that it will take such further action as any Holder
may reasonably request in writing,  all to the extent required from time to time
to  enable  such  Person  to sell the  Shares  without  registration  under  the
Securities  Act within the  limitation  of the  exemptions  provided by Rule 144
promulgated  under the Securities  Act,  including  providing any legal opinions
relating to such sale pursuant to Rule 144.

      7. Miscellaneous.

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

            (b) No Inconsistent  Agreements.  Neither the Company nor any of its
subsidiaries  has, as of the date hereof  entered into and  currently in effect,
nor shall the Company or any of its  subsidiaries,  on or after the date of this
Agreement,  enter into any  agreement  with  respect to its  securities  that is
inconsistent  with the  rights  granted  to the  Holders  in this  Agreement  or
otherwise conflicts with the provisions hereof.  Except as disclosed in Schedule
2.1(c)  of  the  Purchase  Agreement,   neither  the  Company  nor  any  of  its
subsidiaries  has  previously  entered  into any  agreement  currently in effect
granting any  registration  rights with respect to any of its  securities to any
Person.  Without  limiting the generality of the foregoing,  without the written
consent  of the  Holders  of a  majority  of the  then  outstanding  Registrable
Securities,  the Company  shall not grant to any Person the right to request the
Company to register any  securities  of the Company,  under the  Securities  Act
unless the rights so granted are subject in all  respects to the prior rights in
full of the Holders set forth herein, and are not otherwise in conflict with the
provisions of this Agreement.


                                       11
<PAGE>

            (c) No  Piggyback on  Registrations.  Neither the Company nor any of
its security holders (other than the Holders in such capacity pursuant hereto or
as  disclosed  on  Schedule  2.1(c)  of  the  Purchase  Agreement)  may  include
securities of the Company in the Registration  Statement,  and the Company shall
not after the date hereof enter into any agreement  providing  such right to any
of its  securityholders,  unless the right so granted is subject in all respects
to the  prior  rights  in full  of the  Holders  set  forth  herein,  and is not
otherwise in conflict with the provisions of this Agreement.

            (d) Failure to File  Registration  Statement and Other  Events.  The
Company and the  Purchasers  agree that the Holders  will suffer  damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner contemplated herein during the Effectiveness Time or if
certain  other events occur.  The Company and the Holders  further agree that it
would not be feasible to ascertain  the extent of such  damages with  precision.
Accordingly,  if (A) the Registration  Statement is not filed on or prior to the
Filing Date, or (B) the Registration  Statement is not declared effective by the
Commission  on or prior to the  Effectiveness  Date, or (C) the Company fails to
file with the Commission a request for  acceleration in accordance with Rule 461
promulgated  under the  Securities Act within five (5) Business Days of the date
that the Company is notified (orally or in writing, whichever is earlier) by the
Commission that a Registration  Statement will not be "reviewed," or not subject
to further review, or (D) the Registration  Statement is filed with and declared
effective  by the  Commission  but  thereafter  ceases to be effective as to all
Registrable  Securities at any time prior to the expiration of the Effectiveness
Period, without being succeeded promptly by a subsequent  Registration Statement
filed with and  declared  effective  by the  Commission,  or (E) the Company has
breached  Section 3(n), or (F) trading in the Common Stock shall be suspended or
if the Common Stock is delisted  from the OTC Bulletin  Board for any reason for
more than three Business Days in the aggregate (any such failure or breach being
referred to as an "Event,"  and for  purposes of clauses (A) and (B) the date on
which such Event  occurs,  or for  purposes of clause (C) the date on which such
five  Business Day period is exceeded,  or for purposes of clause (D) after more
than fifteen Business Days, or for purposes of clause (F) the date on which such
three Business Day period is exceeded,  being referred to as "Event Date"),  the
Company  shall pay an amount as  liquidated  damages to each Holder,  payable in
cash or shares of Common Stock at the Company's option, equal to (i) one percent
(1%)  for each  calendar  month  or  portion  thereof  of the  Holder's  initial
investment  in the Shares from the Event Date if the Company  elects to pay such
liquidated  damages in cash or (ii) one percent (1%) for each calendar  month or
portion thereof of the Holder's initial  investment in the Shares from the Event
Date if the Company  elects to pay such  liquidated  damages in shares of Common
Stock. Notwithstanding anything to the contrary in this Section 7(d), if (I) any
of the Events described in clauses (A), (B) or (C) shall have occurred,  (II) on
or prior to the  applicable  Event Date,  the Company  shall have  exercised its
rights  under  Section  3(n)  hereof and (III) the  postponement  or  suspension
permitted  pursuant  to such  Section  3(n) shall  remain  effective  as of such
applicable Event Date, then the applicable Event Date shall be deemed instead to
occur on the second Business Day following the termination of such  postponement
or  suspension.  If the Company  elects to pay  liquidated  damages in shares of
Common  Stock,  the  number of such  shares of Common  Stock to be issued to the
Holders  pursuant to this Section 7(d) shall be based on the  liquidated  damage
amount  divided by the  closing  bid price of the Common  Stock on the date that
such liquidated damages are due and payable, and shall be issuable promptly upon
receipt by the  Company of a written  demand  from a Holder made on or after the
Event Date. If the Company elects to pay liquidated damages in cash, in no event
shall such amount exceed ten percent (10%) of the Holder's initial investment in
the Shares. If the Company elects to pay liquidated  damages in shares of Common
Stock, in no event shall such amount exceed twenty percent (20%) of the Holder's
initial investment in the Shares.


                                       12
<PAGE>

            (e)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Holders of a majority of the Registrable Securities outstanding.

            (f)  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.,  Montreal
time, on a Business  Day, (ii) the Business 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.,  Montreal time, on
any date and earlier than 11:59 p.m.,  New York City time,  on such date,  (iii)
the Business Day following the date of mailing, if sent by 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 each Holder at its address set forth under its name on Schedule
I attached hereto, or with respect to the Company, addressed to:

                        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


                                       13
<PAGE>

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such notice.  Copies of notices to any Holder shall be sent to the address of
each Holder as indicated in Schedule1.

            (g) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their  successors and permitted  assigns
and shall inure to the benefit of each Holder and its  successors  and  assigns.
The Company may not assign this  Agreement  or any of its rights or  obligations
hereunder  without the prior written consent of each Holder.  Each Purchaser may
assign its rights  hereunder in the manner and to the Persons as permitted under
the Purchase Agreement.

            (h)  Assignment of  Registration  Rights.  The rights of each Holder
hereunder,  including  the  right  to  have  the  Company  register  for  resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable  by each Holder to any Affiliate of such Holder or any
other  Holder  or  Affiliate  of any other  Holder  of all or a  portion  of the
Registrable  Securities if: (i) the Holder agrees in writing with the transferee
or assignee to assign such rights,  and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment, (ii) the Company is,
within a  reasonable  time after such  transfer or  assignment,  furnished  with
written notice of (a) the name and address of such  transferee or assignee,  and
(b) the  securities  with  respect to which such  registration  rights are being
transferred or assigned, (iii) following such transfer or assignment the further
disposition  of such  securities  by the  transferee  or assignees is restricted
under the Securities Act and applicable state securities laws, (iv) at or before
the time the Company receives the written notice  contemplated by clause (ii) of
this Section,  the transferee or assignee  agrees in writing with the Company to
be bound by all of the provisions of this Agreement, and (v) such transfer shall
have  been  made in  compliance  with  all  applicable  securities  laws  and in
accordance  with the  applicable  requirements  of the  Purchase  Agreement.  In
addition, each Holder shall have the right to assign its rights hereunder to any
other Person with the prior written consent of the Company,  which consent shall
not be  unreasonably  withheld.  The  rights to  assignment  shall  apply to the
Holders (and to subsequent) successors and assigns.

            (i)  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

            (j) 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.

            (k) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.


                                       14
<PAGE>

            (l) Severability. If any term, provision, covenant or restriction of
this  Agreement is held to be invalid,  illegal,  void or  unenforceable  in any
respect, the remainder of the terms, provisions,  covenants and restrictions set
forth  herein  shall  remain  in full  force and  effect  and shall in no way be
affected,  impaired  or  invalidated,  and the  parties  hereto  shall use their
reasonable  efforts to find and employ an alternative  means to achieve the same
or substantially the same result as that  contemplated by such term,  provision,
covenant  or  restriction.  It is  hereby  stipulated  and  declared  to be  the
intention of the parties  that they would have  executed  the  remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

            (m) Headings.  The headings herein are for convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

            (n) Shares  Held by the  Company and its  Affiliates.  Whenever  the
consent  or  approval  of  Holders  of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.


                                       15
<PAGE>

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

                               XL GENERATION INTERNATIONAL INC.

                                 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


                                       16
<PAGE>

                                   Schedule I
                               List of Purchasers

Names and Addresses
of Purchasers

   1. Capex  Investments  Limited               1,111,111 shares
      Suite 802,  St-James Court                1,111,111 warrants
      St-Denis Street, Port Louis
      Republic of Mauritius

      No Tax ID: Off Shore Fund

   2. Aton Select Fund Limited                  1,111,111 shares
      Aeulestrasse 5
      Postfach 83
      FL-9490 Vaduz
      Liechtenstein
      Tel: 423-237-3434
      Fax: 423-237-3460
      Tax ID#  Foreign investor
      Attention: Dr. Werner Kelcher or Mr. David

   3. Asset  Protection Fund Limited            1,111,111  shares
      Aeulestrasse 5                            330,000, warrants
      Postfach 83
      FL-9490 Vaduz
      Liechtenstein
      Tel: 423-237-3434
      Fax: 423-237-3460

      Tax ID#  Foreign Investor
      Attention: Dr. Werner Kelcher or Mr. David

   4. Professional  Trading  Services SA
      Kuttelgasse 4,                            400,000 shares
      CH-8001                                   800,000 warrants
      Zurich
      Switzerland
      Tel: 011 4144 211 6904
      Fax: 011 4144 211 4580
      Tax ID#: None
      Attention: Dr. Rene Simon


                                       17
<PAGE>

Schedule 2.1 (c)

           Securities Allowed to be Included on Registration Statement

DT Crystal Holdings      500,000 shares


                                       18