AMENDED AND RESTATED

                              COMMON STOCK PURCHASE

                                    AGREEMENT


                          DATE AS OF DECEMBER 27TH 2005


                                  BY AND AMONG


                        XL GENERATION INTERNATIONAL INC.


                                       AND


                   THE NON-U.S. PURCHASERS LISTED ON EXHIBIT A


<PAGE>

                                TABLE OF CONTENTS


                                                                            Page


ARTICLE I PURCHASE AND SALE OF COMMON STOCK AND WARRANTS.......................1

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


ARTICLE II REPRESENTATIONS AND WARRANTIES......................................2

       Section 2.1    Representations and Warranties of the Company............2
       Section 2.2    Representations and Warranties of the Purchasers.........9


ARTICLE III COVENANTS.........................................................13

       Section 3.1    Securities Compliance...................................13
       Section 3.2    Registration and Listing................................13
       Section 3.3    Compliance with Laws....................................13
       Section 3.4    Keeping of Records and Books of Account.................13
       Section 3.5    Reporting Requirements..................................14
       Section 3.6    Other Agreements........................................14
       Section 3.7    Subsequent Financings; Right of First Refusal...........14
       Section 3.8    Use of Proceeds.........................................15
       Section 3.9    Reporting Status........................................15
       Section 3.10   Disclosure of Transaction...............................15
       Section 3.11   Disclosure of Material Information......................15
       Section 3.12   Pledge of Securities....................................15


CONDITIONS 16

       Section 3.13   Conditions Precedent to the Obligation of the
                      Company to Close and to Sell the Securities.............16
       Section 3.14   Conditions Precedent to the Obligation of the
                      Purchasers to Close and to Purchase the Securities......16


ARTICLE IV CERTIFICATE LEGEND.................................................18

       Section 4.1    Legend..................................................18


ARTICLE V INDEMNIFICATION.....................................................20

       Section 5.1    General Indemnity.......................................20
       Section 5.2    Indemnification Procedure...............................20


ARTICLE VI MISCELLANEOUS......................................................21

       Section 6.1    Fees and Expenses.......................................21
       Section 6.2    Specific Performance; Consent to Jurisdiction; Venue....21
       Section 6.3    Entire Agreement; Amendment.............................22
       Section 6.4    Notices.................................................22
       Section 6.5    Waivers.................................................23
       Section 6.6    Headings................................................23


<PAGE>
                                TABLE OF CONTENTS
                                  (Continued)


                                                                            Page

       Section 6.7    Successors and Assigns..................................23
       Section 6.8    No Third Party Beneficiaries............................23
       Section 6.9    Interpretation..........................................24
       Section 6.10   Survival................................................24
       Section 6.11   Counterparts............................................24
       Section 6.12   Publicity...............................................24
       Section 6.13   Severability............................................24
       Section 6.14   Further Assurances......................................24


EXHIBIT A  LIST OF PURCHASERS.......................ERROR! BOOKMARK NOT DEFINED.


EXHIBIT B FORM OF SERIES B WARRANT..................ERROR! BOOKMARK NOT DEFINED.


                                       ii
<PAGE>

              AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT

      This AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT dated as of
December 27th, 2005 (this "Agreement") by and between XL Generation
International Inc., a Nevada corporation (the "Company"), and the purchasers
listed on Exhibit A attached hereto (each a "Purchaser" and collectively, the
"Purchasers"), for the purchase and sale of shares of the Company's common
stock, par value $0.001 per share (the "Common Stock") by the Purchasers.

      Whereas, the parties have previously entered into agreement dated December
13th, 2005 (the "Prior Agreement") regarding the purchase and sale of the Common
Stock and Warrants as defined herein;

      Whereas, the parties desire to amend and restate such prior purchase
agreement;

      Now, therefore, the parties hereto agree as follows:

                               ARTICLE I

                 PURCHASE AND SALE OF COMMON STOCK AND WARRANTS

            Section 1.1 Purchase and Sale of Common Stock and Warrants.


            (a) Upon the following terms and conditions, the Company shall issue
and sell to the Purchasers,  and the Purchasers shall purchase from the Company,
an  aggregate of 300,000  shares of Common  Stock (the  "Shares") at a price per
share of $1.00 (the "Per Share Purchase Price") for an aggregate  purchase price
of $1.00 per share and $300,000.00 in the aggregate (the "Purchase Price").  The
Company and the  Purchasers  are  executing  and  delivering  this  Agreement in
accordance with and in reliance upon the exemption from securities  registration
afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the
rules and regulations  promulgated  thereunder (the "Securities Act"), including
Regulation S promulgated  thereunder  and/or upon such other  exemption from the
registration requirements of the Securities Act as may be available with respect
to any or all of the investments to be made hereunder.

            (b) Upon the following terms and conditions, the Purchasers shall be
issued (i) 600,000 Series B Warrants,  in substantially the form attached hereto
as Exhibit B (the  "Series B  Warrants"),  as  purchased  pursuant  to the terms
hereof.  The  Warrants  shall have an  exercise  price of $1.25 per  Warrant (as
defined in the respective  Warrant) and shall be exercisable as stated  therein.
Any shares of Common Stock  issuable  upon  exercise of the  Warrants  (and such
shares when issued) are herein referred to as the "Warrant Shares".  The Shares,
the  Warrants  and the Warrant  Shares are  sometimes  collectively  referred to
herein as the "Securities".

            Section 1.2 Purchase Price and Closing.

Subject to the terms and conditions hereof, the Company agrees to issue and sell
to the  Purchasers  and, in  consideration  of and in express  reliance upon the
representations,  warranties, covenants, terms and conditions of this Agreement,
the  Purchasers,  severally  but not  jointly,  agree to purchase  the number of
Shares and Warrants,  in each case, set forth opposite their respective names on
Exhibit A attached  hereto.  The closing of the  purchase and sale of the Shares
and  Warrants  to be  acquired by the  Purchasers  from the  Company  under this
Agreement shall take place at the offices of XL Generation  International  Inc.,
460 St-Gabriel,  Suite 21, Montreal,  province of Quebec, Canada (the "Closing")
at 11:59 p.m., Eastern time (i) on or before January 5th, 2006;  provided,  that
all of the  conditions  set forth in  Article IV hereof  and  applicable  to the
Closing shall have been fulfilled or waived in accordance  herewith,  or (ii) at
such other time and place or on such date as the  Purchasers and the Company may
agree upon (the  "Closing  Date").  Subject to the terms and  conditions of this
Agreement,  at the Closing the Company shall deliver or cause to be delivered to
each  Purchaser  (i) a  certificate  registered  in the  name of such  Purchaser
representing the number of Shares that such Purchaser is purchasing  pursuant to
the terms hereof and (ii) a Series B Warrant,  to purchase such number of shares
of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A
attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price
by wire transfer to an account designated by the Company.


                                       1
<PAGE>

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

            Section 2.1 Representations and Warranties of the Company.


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

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

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


                                       2
<PAGE>

            (c)  Capitalization.  The authorized capital stock of the Company as
of  December  27th,  2005 is set forth on  Schedule  2.1(c)  hereto.  All of the
outstanding shares of the Common Stock and any other outstanding security of the
Company  have  been  duly and  validly  authorized.  Except as set forth in this
Agreement and as set forth on Schedule 2.1(c) hereto,  no shares of Common Stock
or any other  security  of the  Company are  entitled  to  preemptive  rights or
registration  rights  and there are no  outstanding  options,  warrants,  scrip,
rights to subscribe to, call or commitments of any character whatsoever relating
to, or securities or rights convertible into, any shares of capital stock of the
Company. Furthermore,  except as set forth in this Agreement and as set forth on
Schedule 2.1(c) hereto, there are no contracts, commitments,  understandings, or
arrangements  by which the  Company is or may become  bound to issue  additional
shares of the  capital  stock of the Company or  options,  securities  or rights
convertible  into shares of capital  stock of the Company.  Except for customary
transfer  restrictions  contained in  agreements  entered into by the Company in
order to sell  restricted  securities or as provided on Schedule  2.1(c) hereto,
the  Company  is not a party  to or  bound  by any  agreement  or  understanding
granting  registration or anti-dilution rights to any person with respect to any
of its equity or debt securities.  Except as set forth on Schedule  2.1(c),  the
Company  is not a  party  to,  and it has no  knowledge  of,  any  agreement  or
understanding  restricting  the voting or  transfer of any shares of the capital
stock of the Company.

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

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


                                       3
<PAGE>

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

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


                                       4
<PAGE>

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

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

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

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


                                       5
<PAGE>

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

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

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

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

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


                                       6
<PAGE>

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

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

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


                                       7
<PAGE>

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

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

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


                                       8
<PAGE>

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

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

            Section 2.2 Representations and Warranties of the Purchasers.


Each of the  Purchasers  hereby  represents  and  warrants to the  Company  with
respect solely to itself and not with respect to any other  Purchaser as follows
as of the date hereof and as of the Closing Date:

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

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

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


                                       9
<PAGE>

            (d)  Acquisition  for  Investment.  We are purchasing the Shares and
Warrants for fully managed accounts for the purpose of investment and not with a
view to or for sale in connection  with  distribution.  We do not have a present
intention  to sell any of the Shares or  Warrants,  provided,  however,  that by
making the  representations  herein,  such  Purchaser does not agree to hold the
Shares or the Warrants for any minimum or other  specific  term and reserves the
right to dispose of the Shares or the  Warrants at any time in  accordance  with
Federal and state securities laws applicable to such disposition. Each Purchaser
acknowledges  that it (i) has such  knowledge  and  experience  in financial and
business  matters such that  Purchaser is capable of  evaluating  the merits and
risks  of  Purchaser's  investment  in the  Company,  (ii) is  able to bear  the
financial  risks  associated  with an investment in the Securities and (iii) has
been given full access to such records of the Company and the  Subsidiaries  and
to the officers of the Company and the  Subsidiaries as it has deemed  necessary
or appropriate to conduct its due diligence investigation.

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

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

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


                                       10
<PAGE>

            (h) Qualified Investor and Suitable  Investment.  Each Purchaser has
experience  in business and  financial  matters that it is capable of evaluating
the merits and risks of an investment in the  Securities.  Such Purchaser is not
required to be  registered as a  broker-dealer  under Section 15 of the Exchange
Act and such Purchaser is not a broker-dealer.  Each Purchaser acknowledges that
an investment in the  Securities  is  speculative  and involves a high degree of
risk.

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

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

            (k) Regulation S Representations.

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

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

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


                                       11
<PAGE>

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

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

                  (6) The Shares have not been registered under the Act or under
any state  securities laws and that the Purchaser agrees to transfer his, her or
its Shares in the U.S. or to, or for the  account or benefit  of,  U.S.  persons
only if (i) the  Shares  are duly  registered  under the Act and all  applicable
state securities laws; or (ii) there is an exemption from registration under the
Act, including any exemption from the registration requirements of the Act which
may be available  pursuant to Rule 903 or Rule 904 under  Regulation  S, and all
applicable  state  securities  laws; that prior to any such transfer the Company
may require,  as a condition  affecting a transfer of the Shares,  an opinion of
counsel in form and substance satisfactory to the Company as to the registration
or exemption  therefrom under the Act and applicable state securities laws; that
the  Company  is under no  obligation  to  register  the  Shares  under the U.S.
Securities  Act or any  applicable  state  securities  laws on its or his or her
behalf or to assist it or him or her in complying  with any exemption  from such
registration;

                  (7) Except as distributed by Purchaser in accordance  with the
requirements and provisions of Rule 903 of Regulation S (i.e., the Shares may be
allocated  and  distributed  to  Purchaser's  managed  accounts  so long as such
distribution  is made by  Purchaser in the manner  specified  by Rule 903),  the
Shares will be acquired solely for the account of the Purchaser,  for investment
purposes  only,  and not with a view to,  or for sale in  connection  with,  any
distribution  thereof and with no present intention of distributing or reselling
any part of the Shares.

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

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


                                       12
<PAGE>

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

                                   ARTICLE III

                                    COVENANTS

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

            Section 3.1 Securities Compliance.

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

            Section 3.2 Registration and Listing.

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

            Section 3.3 Compliance with Laws.

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

            Section 3.4 Keeping of Records and Books of Account.

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


                                       13
<PAGE>

            Section 3.5 Reporting Requirements.

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

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

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

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

            Section 3.6 Other Agreements.

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

            Section 3.7 Subsequent Financings; Right of First Refusal.

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


                                       14
<PAGE>

            Section 3.8 Use of Proceeds.

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

            Section 3.9 Reporting Status.

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

            Section 3.10 Disclosure of Transaction.

The Company  may issue a press  release  describing  the  material  terms of the
transactions  contemplated  hereby  (the  "Press  Release")  and file such press
release or similar  announcement with the Commission on a Current Report on Form
8-K  (the  "Form  8-K")  describing  the  material  terms  of  the  transactions
contemplated  hereby (and  attaching as exhibits  thereto this Agreement and the
form of each  series of Warrant) as soon as  practicable  following  the date of
execution of this Agreement.

            Section 3.11 Disclosure of Material Information.

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

            Section 3.12 Pledge of Securities.

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

                          (continued on following page)


                                       15
<PAGE>

                                   CONDITIONS

            Section 3.13  Conditions  Precedent to the Obligation of the Company
to Close and to Sell the Securities.


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

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

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

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

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

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

            Section  3.14   Conditions   Precedent  to  the  Obligation  of  the
Purchasers to Close and to Purchase the Securities.

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

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

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


                                       16
<PAGE>

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

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

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

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

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

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

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


                                       17
<PAGE>

                                   ARTICLE IV

                               CERTIFICATE LEGEND

            Section 4.1 Legend.

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

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

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


                                       18
<PAGE>

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


                                       19
<PAGE>

                                   ARTICLE V

                                 INDEMNIFICATION

            Section 5.1 General Indemnity.

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

            Section 5.2 Indemnification Procedure.

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


                                       20
<PAGE>

                                   ARTICLE VI

                                  MISCELLANEOUS

            Section 6.1 Fees and Expenses.

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

            Section 6.2 Specific Performance; Consent to Jurisdiction; Venue.


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


                                       21
<PAGE>

            (b) The parties agree that venue for any dispute  arising under this
Agreement  will lie  exclusively  in the state or federal  courts located in New
York, New York, and the parties  irrevocably  waive any right to raise forum non
conveniens  or any other  argument  that New York is not the proper  venue.  The
parties  irrevocably  consent to personal  jurisdiction in the state and federal
courts of the state of New York and the laws of such state shall  govern  hereof
without  giving  effect to any of the  conflicts of law  principles  which would
result in the application of the substantive  law of another  jurisdiction.  The
Company and each  Purchaser  consent to process  being  served in any such suit,
action or  proceeding  by mailing a copy thereof to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing in
this Section 7.2 shall  affect or limit any right to serve  process in any other
manner  permitted by law. The Company and the  Purchasers  hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating to
the  Securities,   this  Agreement,  shall  be  entitled  to  reimbursement  for
reasonable legal fees from the non-prevailing party.

            Section 6.3 Entire Agreement; Amendment.

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

            Section 6.4 Notices.

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

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


                                       22
<PAGE>


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

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


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

            Section 6.5 Waivers.

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

            Section 6.6 Headings.

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

            Section 6.7 Successors and Assigns.

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

            Section 6.8 No Third Party Beneficiaries.

This  Agreement  is intended  for the  benefit of the  parties  hereto and their
respective  permitted  successors and assigns and is not for the benefit of, nor
may any provision  hereof be enforced by, any other person,  provided,  however,
nothing  herein  shall be  construed  to prohibit  transfers of ownership of the
Shares or Warrants to the extent made in compliance  with Rule 903 of Regulation
S or any other  applicable  Securities  Act exemption from  registration  of the
Shares.


                                       23
<PAGE>

            Section 6.9 Interpretation.

This  Agreement  shall not be  interpreted  or  construed  with any  presumption
against the party causing this Agreement to be drafted.

            Section 6.10 Survival.

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

            Section 6.11 Counterparts.

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

            Section 6.12 Publicity.

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

            Section 6.13 Severability.

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

            Section 6.14 Further Assurances.

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       24
<PAGE>

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


                                     XL GENERATION INTERNATIONAL

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


                                     BANK SAL. OPPENHEIM JR. & CIE.
                                     (SWITZERLAND) LIMITED


                                     By: /s/ Christopher S.. Nestel , U. Fricker
                                         ---------------------------------------
                                         Name: C. Nestel,  U. Fricker
                                         Title: Vice Presidents


<PAGE>

                                    EXHIBIT A
                               LIST OF PURCHASERS

NAMES AND ADDRESSES                         INVESTMENT AMOUNT, NUMBER OF SHARES
OF PURCHASER                                & WARRANTS PURCHASED
------------                                --------------------

1.    Bank Sal. Oppenheim jr. & Cie.        Investment Amount:
      (Switzerland)  Limited                Shares: 300,000
      Uraniastrasse 28,                     Series B Warrant:  600,000
      CH-8001
      Zurich
      Switzerland
      Tel: 0 11 41 44 214 2286
      Fax: 0 11 41 44 214 2271
      Tax ID#  Foreign investor
      Attention: Christopher S. Nestel


                                       2
<PAGE>

                                    EXHIBIT B
                            FORM OF SERIES B WARRANT


                                       3
<PAGE>

                                SCHEDULE 2.1 (c)


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


                                       4
<PAGE>

                                SCHEDULE 2.1 (g)

      List of subsidiaries:

      XL Generation AG

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


                                        5