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      Zug,
        May
        25th, 2005

      


      Personnal
        et Confidential

      


      


      


      Daniel
        Courteau

      5135
        A
        Jeanne Mance

      Montréal

      Canada,
        H2V 4K2

      


      Subject:   Repayment
        of loans to Symbior Technologies inc.

      


      


      ************************************

      


      


      Dear
        Mr.
        Courteau,

      


      The
        following is a summary and a confirmation of our discussion regarding your
        employment with XL Generation AG as Vice President, Legal Affairs.

      


      You
        have
        mentioned to us that you have invested an amount in excess of $150,000 CDN
        as
        several loans to Symbior Technologies inc namely for its R&D (intellectual
        property) and for its on going business. You have raised the fact that Symbior
        Technologies went bankrupted in October 2004.

      


      Although
        XL Genreration does not have any obligation, either contractually or legally,
        to
        repay you with your investment, we may understand that our company may have
        indirectly benefit from the business of Symbior Technologies in the
        past.

      


      Consequently,
        we have then decided to pay to you, in order to reduce your capital losses
        in
        Symbior Technologies, an amount of $60,000 CDN which is a portion of your
        investment. However, the reimbursement of your capital losses is conditional
        for
        you to accept the employment agreement as Vice President, Legal
        Affairs.

      


      We
        also
        understand that XL Generation AG will be subrogated to your rights to receive
        any amount from the trustee to the bankruptcy of Symbior Technologies in
        respect
        of any amount received from the liquidation of the assets of the said company.
        We also understand that your debt is considered as a priority debt. It means
        that any amount received from the trustee to the bankruptcy will be paid
        in
        priority to any other ordinary creditors.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      Your
        employment will start on November 1st,
        2005
        and an official employment agreement will be provided to you shortly, the
        terms
        and conditions having already discussed with you previously.

      


      On
        behalf
        of the board of Directors of XL Generation AG, I wish to thank you for the
        great
        interest shown to join our team and we hope that this proposals is to your
        satisfaction. Consequently, would you please sign this document to bind together
        with our understandings.

       

      
        	 	 	XL
                Generation
                AG
	 	 
	 
 	 
 	 
 
	 	 	/s/
                Alain Lemieux
	 	
                
Alain
                Lemieux, President
	 	 


      

      

         

        
          	 	 	Accepted,
	 	 
	 
 	 
 	 
 
	 	 	/s/ Daniel Courteau
	 	
                  
Daniel
                  Courteau