1

    
 

    Sumpfstrasse
      32

    Postfach
      4158

    
      	
              CH-6304
                Zug, Switzerland

            	
              Thursday,
                20th of October 2005

            


    

    TEL :
      +41-41-723-1090

    FAX :
      +41-41-710-1648

    


    


    Mr.Eric
      Giguere

    83,
      27th
      avenue Nord

    Bois-des-Filions
      (Quebec)

    6JZ
      4J6

    


    CONFIDENTIAL

    


    Re :
      COO position (Chief Operating Officer) at XL Generation AG

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

    


    Sir,

    


    We
      wish
      to follow up from our meeting last week regarding our desire to fill the
      position of COO (Chief Operating Officer) within the entreprise.

    


    It
      is
      with pleasure that we propose to you the position of COO within the corporation
      XL Generation AG. As discussed, we are about to complete the transaction of
      Polyprod corporation. Consequently, you will be the COO of the former unless
      XL
      Generation AG merges the activities of Polyprod to its own
      activities.

    


    You
      shall
      report to the CEO Alain Lemieux.

    


    We
      offer
      a salary of 150,000$ per year up until April 30th
      2006,
      and of 165,000$ per year from May 1st
      2006 to
      April 30th
      2007.
      Additionally, your salary shall be revised annually following discussions with
      the CEO or the Board of administrators. Furthermore, for the first fiscal year
      ending April 30th,
      in
      which the consolidated annual sales of XL Generation International Inc., on
      all
      XL Turf products (not only on artificial turf but on any other flooring products
      (gymnasium, residential, commercial type “Resilient Floor”)) but excluding the
      stand alone sales of the “XL EPP Pads”, will amount to a minimun of $50,000,000
      USD, your annual salary shall be increased by an amount of $50,000 for the
      following years. You will also be entitled to an automobile, the cost of which
      does not exceed $40,000 before taxes. Your salary shall be deposited every
      week
      in the bank account of your choice. You will be entitled to 20 days of vacations
      per year, as well as to statutory holidays of the province of Quebec. The first
      year shall begin on January 1st
      2006,
      within which you will be entitled to take your vacations. The attribution of
      these vacations shall be discussed with the CEO in order to avoid a prolonged
      absence during critical periods.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2

     

    As
      we
      have discussed in our meeting, the corporation shall put into place by the
      end
      of the year a bonus regime and/or a stock option regime for XL Generation
      International Inc. As you are aware, the shares of the former are listed on
      the
      OTC BB exchange in the United States and are subject to the Securities and
      Exchange Commission regulations. You shall benefit from these
      regimes.

    


    	·  	
            Regarding
              the stock purchase plan, we shall guarantee you that a minimum of 150,000
              shares options shall be provided on a 3 year period on a 50,000 shares
              options basis per year as long as you will be employed during each
              of
              these years;

          


    	·  	
            The
              exercice price of each shares option, notwithstanding the exercice
              period,
              will be the value of the shares listed on the OTC BB exchange during
              the
              entry into force of the regime on January 1st
              2006;

          


    	·  	
            The
              regime shall forsee in case of an acquistion for the control of XLGI
              during a buy-out offer, you shall be entitled to exercise immediately
              the
              remainings of your options.

          


     

    As
      a COO,
      you shall have the responsibility to provide advices and counselling to the
      Board of administrators with regards to the setting up of an employment salary
      and health insurance programs as well as for any other regimes of insurances
      for
      certain employees of the corporation including yourself.

    


    XL
      Generation will hold you free of any proceedings, lawsuits, or judgements
      against you from a third party, including any shareholders, creditors or
      employees of XLGeneration with regards to any acts undertaken or not during
      the
      exercice of your functions or within the mandate of your functions as long
      as
      these undertakings have been done in good faith.

    


    Furthermore,
      XL Generation commits itself to take at its own responsibility all judicial
      and
      extra-judicial fees and costs( including reasonable fees for a lawyer and
      expertise costs), as long as XL Generation will have been able to designate
      a
      lawyer of its choice. This clause shall survive at the end of the present
      agreement.

    


    XL
      Generation commits itself to subscribe at your benefit, a directors and
      administrators’ liability insurance similar to the liability insurance offered
      to other directors and administrators of XL Generation.

    


    If
      the
      corporation were to end your employment without reasonable motives, the
      corporation shall have to pay you, as a severance benefit, an amount equivalent
      to 9 months of your salary as damages incurred for which you shall commit not
      to
      claim in any possible ways with additional amounts.

    


    If
      our
      offer is acceptable to you, you may affix your signature at the indicated place
      hereinafter. If you were to accept our offer and that you began employment
      on
      Monday 21st
      2005, we
      shall pay you a fixed amount of $15,000 which you shall receive as a $7,500
      payment on the 21st
      of
      November 2005, and a final $7,500 payment on the 21st
      of
      November 2006 if you are still under employment from the corporation. Up until
      the 21st
      of
      November 2005, you will have to have spent at least 2 days (the 4th
      and
      7th
      of
      November) with Mr. Alain Lemieux and other members of the team.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3

     

    If
      it
      were to happen that you present employer claims against you any amounts for
      early severance of employment, we could be willing to disburse the maximum
      amount $15,000 faster to your employer, or in any other ways which might fit
      you
      best.

    


    Following
      your acceptatance, an employment agreement in duly form shall be drafted, which
      shall encompass all the provisions of this present letter plus the usual non
      competition and confidentiality clauses inherent to your function.

    


    Wishing
      that these conditions shall be at your satisfaction and anticipating to see
      you
      joining the XL Generation team in the shortest delays. If you have any further
      questions, feel free to communicate to the undersigned.

    


    /s/
      Daniel Courteau

    Me
      Daniel
      Courteau,  Vice
      president, legal affairs

    


    


    READ
      AND
      ACCEPTED GOOD
      FOR
      AGREEMENT

    


    /s/
      Eric
      Giguere

    Eric
      Giguere, eng.