Supply
      Contract

     

    Between

     

    Febra-Kunststoff
      GmbH, 74336 Brackenheim-Dürrenzimmem, Germany

     

    
      	-  	
              hereinafter
                referred to as “Febra”
                -

            


    

     

    and

     

    XL
      Generation AG, CH-6304 Zug, Switzerland

     

    
      	-  	
              hereinafter
                referred to as “XLG”
                -

            


    

     

    and

     

    BASF
      Aktiengesellschaft, 67056 Ludwigshafen, Germany

     

    
      	-  	
              hereinafter
                referred to as “BASF” -

            


    

     

    Febra
      and
      XLG hereinafter also referred to as “Party”
or
      “Parties”.

     

    WHEREAS
      XLG is willing to purchase and take Molded EPP-Sheets (“Padding
      Sheets”)
      from
      Febra for sport-field surfaces and other types or surfaces.

     

    WHEREAS
      Febra needs Neopolen® P (“Product”)
      for
      the production of Padding sheets.

     

    WHEREAS
      under the terms of an other agreement (“Agreement”)
      BASF
      shall sell to Febra and Febra shall purchase and take from BASF such
      Product.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS
      Febra needs certain tools (“Tools”)
      for
      the production of the Padding Sheets that have to be acquired just for the
      purpose of the Supply Contract.

     

    WHEREAS
      under a third agreement BASF and Febra shall agree to finance such Tools
      jointly.

     

    THEREFORE,
      the Parties - and concerning §2 the Parties and BASF - agree as
      follows:

     

    §
      1  Subject
      of the Supply Contract

     

    Febra
      shall sell and deliver Padding Sheets to XLG and XLG shall purchase and take
      Padding Sheets from Febra in accordance with the terms and conditions set forth
      in this supply contract (“Supply
      Contract”).

     

    §
      2  Quantity

     

    XLG
      shall
      purchase and take from Febra at least 100 metric tons (“mt”)
      Padding Sheets per year.

     

    §
      3  Quality

     

    The
      Padding Sheets shall have the quality as set forth in Annex
      1.

     

    §
      4  Price

     

    The
      purchase price for Padding Sheets shall be as set forth in Annex
      2.

     

    §
      5  Payment
      term

     

    Payments
      shall be made within 30 days after date of invoice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    §
      6  Delivery
      Terms

     

    EXW
      according to incoterms 2000 of ICC.

     

    §
      7  Title

     

    Ownership
      of the Padding Sheets is transferred to XLG upon full payment for the particular
      delivery.

     

    §
      8  Liability

     

    Febra’s
      total liability for any cause of action associated with the Supply Contract,
      whether based in tort, contract, strict liability or any other legal theory
      is
      expressly limited to replacement of nonconforming Padding Sheets or payment
      in
      amount not to exceed the purchase price of the specific Padding Sheets for
      which
      damages are claimed, at Febra’s option. In no event shall Febra be liable for
      any other damages including, without limitation, incidental, special, punitive
      or consequential damages.

     

    §
      9  Inspection
      of the Padding Sheets

     

    XLG
      shall
      inspect the Padding Sheets supplied hereunder immediately after delivery and
      prior to processing it. XLG must raise any claims concerning quality or quantity
      deficiencies which can be discovered by reasonable examination within 10 (ten)
      days from the arrival of each delivery at the designated delivery site in
      writing, all other deficiencies must be claimed in writing within 6 (six) months
      after arrival of each delivery at the designated delivery site.

     

    After
      expiration of these periods the Padding Sheets concerned are deemed to be
      approved.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      complaints are justified, in the case of shortages, these will be rectified
      by
      further delivery and in the case of defective products these will be exchanged
      by replacement delivery.

     

    §
      10 Ineffectiveness,
      Amendments

     

    Should
      provisions of this Supply Contract or a provision to be included herein at
      a
      later date be or become legally ineffective or unworkable, wholly or in part,
      this shall not affect the validity of the remaining provisions of this Supply
      Contract. In place of the ineffective or unworkable provision, or to fill the
      loophole, an appropriate provision shall apply which, so far as legally
      possible, most closely approximates the business intention of the Parties or
      what the Parties would have intended within the meaning and purpose of this
      Supply Contract, had they considered this issue on concluding the contract
      or on
      later including a provision.

     

    Amendments
      and additions to this Supply Contract including the annexes hereto, and
      including this written form clause, require the written form.

     

    §
      11 Force
      majeure

     

    Any
      events and circumstances whose occurrence is beyond the control of the Parties,
      such as acts of nature, war, labour disputes, shortages or raw materials or
      power, unavoidable transport and plant stoppages, fire or explosion, order
      of
      authority - including where such events make performance of the affected
      business uneconomical for the foreseeable future - and all other cases of force
      majeure, including those affecting upstream suppliers, shall discharge the
      affected Party for the period of interruption and to the extent of their effects
      from its obligations under this contract. In a case of force majeure, BASF
      is
      not obliged to buy in Product for delivery from third parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      affected Party shall immediately notify the other Party of the anticipated
      duration and extent of the interruption and shall take all reasonable measures
      to forthwith remedy the interruption. The affected Party shall make reasonable
      efforts to make good nonperformed services within its capacity.

     

    §
      12 Law
      and Arbitration

     

    
      	12.1  	
              This
                Supply Contrtact shall be governed by and construed in accordance
                with
                German Law excluding however the UN Convention on the International
                Sale
                of Goods (CISG).

            


    

     

    
      	12.2  	
              Prior
                to submission of any matter to arbitration, the parties shall attempt
                in
                good faith to resolve the matter by discussion, negotiation and mediation.
                Any dispute, controversy or claim arising out of or relating to this
                Supply Contract or to breach of it, including but limited to, its
                interpretation, performance or termination that the parties are unable
                to
                resolve within ninety (90) days after written notice by a party to
                the
                other shall be submitted to final and binding arbitration. Arbitration
                shall take place in accordance with the Arbitration Code of the Deutsche
                Institution für Schiedsgerichtsbarkeit e.V. (German Institution and
                Arbitration) excluding jurisdiction of the ordinary courts. Arbitration
                shall take place in Ludwigshafen/Rhein, Germany. The language of
                arbitration proceedings is English.

            


    

     

    §
      13 Term

     

    This
      Suply Contract shall enter into force on 01.04.2005 and shall remain in force
      and effect until 31.12.2006. At least, 60 days before the expiration date of
      this agreement, the parties will negotiate in good faith, based on the
      experience after one year, about the conclusion of a new agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Brackenheim-Dürrenzimmem, 

              /s/
                Hans Woerthwein

              Febra-Kunststoffe
                GmbH

            	Dated 23.05.05
	 	 
	
              Zug, 

              /s/
                Albert Beerli

              XL
                Generation AG

            	Dated 01.06.05
	 	 
	
              Ludwigshafen, 

              /s/
                Hammes      /s/ Gragert

              BASF
                Aktiengesellschaft

            	Dated 20.05.05


    

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      1

     

    To
      the Supply Contract between XLG and Febra and BASF

     

    Quality
      of the Padding sheets

     

    The
      Padding Sheets have a high resistance of breaking

     

    Breaking
      could be defined by

     

    Elongation
      of break

    Tensile
      strength

    Flexing
      test (visually


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      2

     

    To
      the Supply Contract between XLG and Febra and BASF

     

    Price
      of
      the Padding sheets varies accordingly to the thickness and density of the
      Padding Sheet.

     

    
      	1.  	
              Combination

            


    

    Density:
      30kg/m3;
      Dimension of the sheet: 1220 x 1220 x 15 mm3

    Prince
      of
      the Padding sheet: 6,00 Euro


    


    
      	2.  	
              Combination

            


    

    Density:
      40kg/m3;
      Dimension of the sheet: 1220 x 1220 x 20 mm3

    Prince
      of
      the Padding sheet: 9,35 Euro

    


    Other
      combinations of density and thicknesses are possible as well depending on the
      specific requirements of the application.