STOCK
      PURCHASE AGREEMENT

    


    THIS
      STOCK PURCHASE AGREEMENT (this “Agreement”), dated February 23rd,
      2006,
      is entered into by and between Stadium SA, an entity organized pursuant to
      the
      laws of France and having its principal office at Le Zand Put Houck, France
      (“Stadium”), XL Generation AG, an entity established pursuant to the laws of
      Switzerland and having its principal office at 32 Sumfpstrasse, Zug, Switzerland
      (“XLG”) and XL Generation International Inc., a Nevada corporation having its
      principal offices at 460
      Saint-Gabriel, Suite 21, Montreal, Quebec H2Y 2Z9 Canada
      (the
“Company”).

    


    W
      I T N E
      S S E T H :

    


    WHEREAS,
      on or about July 28, 2005, XLG and Stadium executed an agreement (the “July 28,
      2005 Agreement”) setting forth their relative rights and obligations, and the
      relative rights and obligations of the Terenvi Society (“Terenvi”) in connection
      with certain transactions;

    


    WHEREAS,
      the Company is the holding corporation of XLG, and has agreed to intervene
      in
      the July 28, 2005 Agreement;

    


    WHEREAS,
      Terenvi loaned XLG 1,600,000 euros pursuant to a loan agreement dated December
      16, 2004 (the “Terenvi Loan Agreement”);

    


    WHEREAS,
      Terenvi has transferred its rights and obligations pursuant to the Terenvi
      Loan
      Agreement to Stadium;

    


    WHEREAS,
      the Soreve Society (“Soreve”) and XLG entered into an exclusive distribution
      agreement on April 13, 2004 (the “Soreve Distribution Agreement”);

    


    WHEREAS,
      Soreve has transferred its rights and obligations pursuant to the Soreve
      Distribution Agreement to Stadium;

    


    WHEREAS,
      on August 19, 2005, the Company entered into a Share Exchange Agreement with
      XLG, pursuant to which the Company acquired all of the issued and outstanding
      shares of common stock of XLG in exchange for the issuance at closing of an
      aggregate of 15 Million shares of restricted common stock of the Company;
      and

    


    WHEREAS,
      the parties hereto hereby wish to modify Stadium’s obligations to the Company,
      so as to exchange such obligations for shares of restricted common stock of
      the
      Company.

    


    NOW,
      THEREFORE, in consideration of the covenants, promises and representations
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, and intending to be legally bound
      hereby, the parties agree as follows:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.
       Purchase
      and Sale of Restricted Common Stock. 

    


      (a) Subject
      to the terms and conditions stated herein, at the Closing (as defined below),
      the Company hereby agrees to issue to Stadium an aggregate of 1,236,824 shares
      (the “Shares”) of the restricted common stock of the Company, in lieu of any and
      all amounts owed by the Company or XLG as follows:

    


       (1) 846,884
      shares of the restricted common stock of the Company in lieu of the sum in
      the
      amount of 1,600,000 euros (which amount the parties hereto hereby deem to be
      equal to $1,875,000, based on exchange rate of 1.1719 euros to $1.00) and in
      respect of which such number of the shares of restricted common stock of the
      Company have a purchase price of $2.214 per share.

    


        (2)
       389
      940
      shares of the restricted common stock of the Company in lieu of the sum in
      the
      amount of 1,350,000 euros (which amount the parties hereto hereby deem to be
      equal to $1,616,105, based on exchange rate of 1.1971 euros to $1.00) and in
      respect of which such number of the shares of restricted common stock of the
      Company have a purchase price of $4.051 per share.

    


      (b) In
      consideration for the issuance and delivery of the Shares, the
      parties hereto agree that the Shares issued to Stadium are deemed satisfy any
      and all amounts and obligations due and owed to Stadium by XLG and the Company,
      and Stadium
      hereby releases and discharges XLG and the Company and each of their respective
      officers, directors, affiliates, administrators, successors and assigns from
      all
      actions, causes of action, suits, debts, dues, sums of money, accounts,
      reckonings, bonds, bills, specialties, covenants, contracts, controversies,
      agreements, promises, variances, trespasses, damages, judgments, extents,
      executions, claims, and demands whatsoever, in law or equity, against which
      Stadium, its successors and assigns ever had, now have or hereafter can, shall
      or may, have for, upon, or by reason of any matter, cause or thing whatsoever
      at
      any time prior to the date of this Agreement or hereafter. For purposes of
      clarity, the satisfaction and release by Stadium of all obligations of XLG
      and
      the Company shall
      include, but not be limited to, any and all amounts advanced or incurred by
      Stadium for the following purposes:

    


    
      	 	
              (1)

            	
              Financing
                of the development of sports facilities, including those at Dunfermline
                and Vancouver;

            


    

    
      	 	
              (2)

            	
              Advertising
                expenses; and

            


    

    
      	 	
              (3)

            	
              Expenses
                incurred pursuant to, or in connection with the Soreve Distribution
                Agreement.

            


    

    


      (c) The
      Closing.
      The
      closing (the "Closing") of the transactions contemplated hereunder shall take
      place simultaneously with the execution of this Agreement at such place as
      the
      parties may agree.

    


    
      
         

      

      
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    2. Representations
      and Warranties of Stadium.

    


    Stadium
      hereby
      represents and warrants to the Company as follows as of the date hereof and
      as
      of the Closing Date:

    


    (a)  Organization
      and Standing.
      Stadium
      is 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.
      Stadium
      has the
      requisite power and authority to enter into and perform this Agreement and
      to
      purchase the Shares being sold to it hereunder. The execution, delivery and
      performance of this Agreement by Stadium
      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 Stadium
      or its
      Board of Directors, stockholders, or partners, as the case may be, is required.
      When executed and delivered by Stadium,
      this
      Agreement shall constitute the valid and binding obligation of Stadium
      enforceable against Stadium
      in
      accordance with its 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 this Agreement by Stadium
      and the
      consummation by Stadium
      of the
      transactions contemplated thereby and hereby do not and will not (i) violate
      any
      provision of Stadium’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 Stadium
      is a
      party or by which Stadium’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 Stadium
      or by
      which any property or asset of Stadium
      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 Stadium’s
      ability to perform its obligations under this Agreement. 

     

    (d)  Acquisition
      for Investment.
      Stadium
      is purchasing the Shares for the purpose of investment and not with a view
      to or
      for sale in connection with distribution. Stadium does not have a present
      intention to sell any of the Shares, and will only dispose of the Shares in
      accordance with federal and state securities laws applicable to such
      disposition. Stadium
      acknowledges that it (i) has such knowledge and experience in financial and
      business matters such that Stadium
      is
      capable of evaluating the merits and risks of Stadium’s
      investment in the Company; (ii) is able to bear the financial risks associated
      with an investment in the Shares; 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.

     

    
      
         

      

      
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    (e)  Rule
      144.
      Stadium
      understands that the Shares must be held indefinitely unless such Shares are
      registered under the Securities Act of 1933 as amended (the "Securities Act")
      or
      an exemption from registration is available. Stadium
      acknowledges that it 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 Stadium
      has been
      advised that Rule 144 permits resales only under certain circumstances.
Stadium
      understands that to the extent that Rule 144 is not available, Stadium
      will be
      unable to sell any Shares without either registration under the Securities
      Act
      or the existence of another exemption from such registration
      requirement.

     

    (f)  General.
      Stadium
      understands that the Shares 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
Stadium
      set
      forth herein in order to determine the applicability of such exemptions and
      the
      suitability of Stadium
      to
      acquire the Shares. Stadium
      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 Shares.

     

    (g)  No
      General Solicitation.
      Stadium
      acknowledges that the Shares were not offered to Stadium
      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 Stadium
      was
      invited by any of the foregoing means of communications. Stadium,
      in
      making the decision to purchase the Shares, has relied upon independent
      investigation made by it and has not relied on any information or
      representations made by third parties.

     

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

     

    (i)  Certain
      Fees.
      Stadium
      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 this
      Agreement.

     

    (j)  Independent
      Investment.
      Stadium
      has not
      agreed to act with any other purchaser for the purpose of acquiring, holding,
      voting or disposing of the Shares purchased hereunder for purposes of Section
      13(d) under the Exchange Act, and Stadium
      is
      acting independently with respect to its investment in the Shares. 

     

    
      
         

      

      
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    (k) Regulation
      S Representations.
      Stadium
      understands and acknowledges that the Shares have not been registered under
      the
      Securities Act and are being offered in reliance upon the exemptions provided
      in
      Regulation S of the Securities 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 Shares are
      registered under the Securities 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 Securities Act.
Stadium
      makes
      the following representations and warranties to the Company with the intent
      that
      the same may be relied upon in determining the suitability of Stadium
      as a
      purchaser of the Shares:

    


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

    


    (2)  Stadium
      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 Securities Act
      and
      is not acquiring the Shares for the account or benefit of a U.S.
      person;

    


    (3)  Stadium
      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; 

    


    (4)  The
      Shares have not been registered under the Securities Act or under any state
      securities laws and that Stadium
      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
      Securities Act and all applicable state securities laws; or (ii) there is an
      exemption from registration under the Securities Act, including any exemption
      from the registration requirements of the Securities 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 Securities Act and applicable state securities laws; that
      the Company is under no obligation to register the Shares under the 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;

    


    
      
         

      

      
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    (5)  Except
      as
      distributed by Stadium
      in
      accordance with the requirements and provisions of Rule 903 of Regulation S
      (i.e., the Shares may be allocated and distributed to Stadium’s
      managed accounts so long as such distribution is made by Stadium
      in the
      manner specified by Rule 903), the Shares will be acquired solely for the
      account of Stadium,
      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; and

    


    (6)  Stadium
      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.
      Stadium’s
      jurisdiction of corporate domicile as set forth herein is true and
      correct.

    


    (m) Section
      13(d) Compliance.
      Stadium
      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.
      Stadium
      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,
      Stadium
      may be
      required to file a Schedule 13D and hereby agrees to make such filing if so
      required.

    


    3. Stock
      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):

    


    
      
         

      

      
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    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
      OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF AGREES THAT: (1) IT WILL NOT
      RESELL OR OTHERWISE TRANSFER THE SHARES 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 SHARES 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 SHARES ARE TRANSFERRED A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. FURTHERMORE, HEDGING TRANSACTIONS
      INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
      SECURITIES ACT.

     

    The
      Company agrees to reissue certificates representing any of the Shares, without
      the legend set forth above if at such time, prior to making any transfer of
      any
      such 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
      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 is required to be issued to a purchaser
      without a legend, in lieu of delivering physical certificates representing
      the
      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
      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).

     

    
      
         

      

      
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    4.
       Miscellaneous.

     

      (a) Choice
      of Law.
      This
      Agreement shall be governed, construed and enforced in accordance with the
      laws
      of the State of New York and the federal laws of United States applicable
      therein, without giving effect to principles of conflicts of law.

    


      (b)
       Jurisdiction.
      The
      parties hereby irrevocably consent to the in personam jurisdiction of the state
      or federal courts located in the State of New York, in connection with any
      action or proceeding arising out of or relating to this Agreement or the
      transactions and the relationships established thereunder. The parties hereby
      agree that such courts shall be the venue and exclusive and proper forum in
      which to adjudicate such matters and that they will not contest or challenge
      the
      jurisdiction or venue of these courts.

    


      (c)
       Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding of the parties
      in
      respect of the transactions contemplated hereby and supersedes all prior and
      contemporaneous agreements, arrangements and understandings of the parties
      relating to the subject matter hereof. No representation, promise, inducement,
      waiver of rights, agreement or statement of intention has been made by any
      of
      the parties which is not expressly embodied in this Agreement, such other
      agreements, notes or instruments related to this transaction executed
      simultaneously herewith, or the written statements, certificates, schedules
      or
      other documents delivered pursuant to this Agreement or in connection with
      the
      transactions contemplated hereby.

    


      (d)
       Assignment.
      Each
      party's rights and obligations under this Agreement shall not be assigned or
      delegated, by operation of law or otherwise, without the other party's prior
      consent, and any such assignment or attempted assignment shall be void, of
      no
      force or effect, and shall constitute a material default by such
      party.

    


      (e)
       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.

    


    
      
         

      

      
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      (f) Amendments.
      This
      Agreement may be amended, modified, superseded or cancelled, and any of the
      terms, covenants, representations, warranties or conditions hereof may be
      waived, only by a written instrument executed by each party, in the case of
      a
      waiver, by the party waiving compliance.

    


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

     

       (h)
       Waivers.
      The
      failure of any party at any time or times to require performance of any
      provision hereof shall in no manner affect the right at a later time to enforce
      the same. No waiver by any party of any condition, or the breach of any term,
      covenant, representation or warranty contained in this Agreement, whether by
      conduct or otherwise, in any one or more instances shall be deemed to be or
      construed as a further or continuing waiver of any such condition or breach
      or a
      waiver of any other term, covenant, representation or warranty of this
      Agreement.

    


      (i) 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.

    


      (j) 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.

     

      (k) 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. 

     

       (l) Further
      Assurances.
      From and
      after the date of this Agreement, upon the request of Stadium
      or the
      Company, the Company and Stadium
      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.  

     

    


    [Signature
      Page Follows]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
      date first set forth above.

    
      	 	 	 
	 	 	 
	 	STADIUM
              SA
	 
 	 
 	 
 
	 	By:  	/s/ Michel
              Delbaere
	 	
              
Name:
              Michel Delbaere
	 	Title:
              President 


    

    
      	 	 	 
	 	 
	 	XL
              GENERATION
              AG
	 
 	 
 	 
 
	 	By:  	/s/ Alain
              Lemieux
	 	
              
Name:
              Alain Lemieux
	 	Title:
              President  


      	 	 	 
	 	 	 
	 	XL
              GENERATION
              INTERNATIONAL INC.
	 
 	 
 	 
 
	 	By:  	/s/ Alain
              Lemieux
	 	
              
Name:
              Alain Lemieux
	 	Title:
              President 




     

    


    
      
         

      

      
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