Office
      Lease Agreement

    
 

    
      
        	
                Landlord:

              	
                Albert
                  Beerli, Industriestrasse 12, 6304 Zug

              
	 	 
	
                Tenant:

              	
                XL
                  Generation AG

              


      

       

      
        	
                Property:

              	
                Industriestrasse
                  12, 6300 Zug

              
	 	 
	
                To
                  rent:

              	
                Office,
                  3 rooms, furnished

              
	 	
                with
                  telephone, fax, Internet connection

              
	 	
                and
                  3 computers

              
	 	 
	
                Access
                  to:

              	
                Kitchen,
                  toilet

              
	 	 
	
                To
                  be used for:

              	
                Office
                  for 5 Employees of XL Generation AG

              


      

       

      
        	
                Commencement
                  Date:

              	
                April
                  1, 2004

              
	 	 
	
                Termination:

              	
                Notice
                  of termination may be given by either party with at least one calendar
                  month’s notice, with the effectiveness of such termination as of the
                  end
                  of such calendar quarter.

              
	 	 
	
                Earliest
                  cancellation:

              	
                September
                  30, 2004

              


      

       

      
        	
                Monthly
                  rent:

              	
                As
                  set forth on Schedule A attached hereto and subject to increases
                  as set
                  forth therein.

              
	 	
                Office
                  services such as heating, water, cleaning and electricity are included
                  in
                  the monthly rent.

              


      

       

      
        	
                Deposit:

              	
                not
                  requested

              


      



    This
      Office Lease Agreement (this “Agreement”) may be executed in several
      counterparts, each of which shall be deemed to be an original but all of which
      together will constitute one and the same instrument.

    


    This
      Agreement constitutes the entire agreement, and supersedes all prior agreements,
      of the parties hereto relating to the subject matter hereof. This Agreement
      cannot be waived, modified, altered or amended except by a writing signed by
      all
      the parties, specifically referencing this Agreement. 

    


    This
      Agreement shall be governed by the laws of Switzerland.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Dated
      as of:

    


    April
      1,
      2004

    


    
      	Landlord: 	 	 	Tenant:
	 	 	 	 
	Albert Beerli 	 	 	XL Generation
              AG
	 	 	 	 
	/s/ Albert
              Beerli  	 	 	/s/ Albert
              Beerli  
	
              
Albert
              Beerli  	 	 	
              
Name:
              Albert Beerli
	 	 	 	Title:
              Director


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    Schedule
      A

    


    


    
      	 	 	 
	
              Rental
                Period

            	 	
              Rental
                Rate Charged During Rental Period (in Swiss
                Francs)

            
	
              To
                March 31 , 2004

            	 	
              1,000
                

            
	
              April
                1, 2004 - December 31, 2004

            	 	
              1,500

            
	
              January
                1, 2005 -

            	 	
              2,000