LOAN
      AGREEMENT BETWEEN SIGNED IN MONTREAL

     

     

    
      	 	
              XLGENERATION
                AG,
                a
                Swiss corporation, having its head office in Zug, Switzerland, herein
                represented by Mr. Albert Beerli, duly authorized as he so
                declares;

              


              (hereinafter
                referred to as “XLGeneration")

            
	 	
               

            
	AND	
              FIDUCIE
                ALAIN LEMIEUX,
                a
                Trust organized under the law of the province of Quebec (Canada),
                herein
                represented by Mr. Alain Lemieux and Mr. Daniel Courteau, duly authorized
                as they declare;

              


              (hereinafter
                referred to as “FIDUCIE”)

            


    

     

    WITNESSETH:

    


    WHEREAS
      the beneficiaries of Fiducie are namely Mr. Alain Lemieux and the members of
      his
      family.

    


    WHEREAS
      XL Generation, may from time, lend money to Fiducie, the said amount being
      for
      the purpose of investment or for the benefit of one or more beneficiaries of
      Fiducie at the complete discretion of the trustees.

    


    WHEREAS
      one of the beneficiary of the Trust, Alain Lemieux may, from time to time,
      have
      financial needs on a short term basis that require from the Trust that it may
      borrow a certain amount of money through the Trust with the obligation of
      reimbursing any amount outstanding pursuant term and conditions previously
      negotiated between the parties.

    


    


    FOR
      GOOD
      AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:

     

    	1.    	
            UNDERTAKINGS
              OF XL GENERATION 

          


     

     

    	1.1.     	
            XL
              Generation accepts and undertakes that, XL Generation, may, from time
              to
              time, at its own discretion, lend money to the
              Trust.

          


     

     

    	1.2.     	
            Any
              outstanding amount of loan will be at an interest rate of 4% per year
              payable once a year at the anniversary date of this Agreement or otherwise
              as determined between the parties. The interest rate is determined
              on the
              capital of the loan outstanding on January 1st
              of
              each calendar year.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	2.    	
            UNDERTAKINGS
              OF THE TRUST

          


     

     

    	2.1.     	
            Any
              amount of the debt shall be reimburse by Fiducie to XL Generation as
              follows:

          


     

     

    	2.1.1.     	
            By
              the Royalties, dividend or any other income that will received Fiducie
              from the profit derived by the business of XL
              Generation.

          


     

     

    	2.1.2.     	
            Alain
              Lemieux himself may from time to time, reimburse on behalf of the Fiducie,
              portion of the outstanding debt.

          


     

     

    	2.2.     	
            XL
              Generation may from time to time, following a mutual agreement between
              Alain Lemieux and XL Generation, compensate any amount payable to Alain
              Lemieux in reduction of the outstanding debt.


          


     

     

    	3.    	
            UNENFORCEABILITY:
              

          


     

    If
      any
      provision hereof shall be adjudged by a court to be void and unenforceable,
      the
      same shall not affect any other provision hereof or its validity or
      enforceability.

     

    	4.    	
            APPLICABLE
              LAWS AND JURISDICTION

          


     

    This
      Agreement shall be governed and construed in accor-dance with the laws of the
      Provinc-e of Quebec and the laws of Canada applicable therein, or the laws
      of
      Switzerland, if more convenient, as determined in XLGeneration's sole
      discretion. In the event of any dispute under the agreement, a suit may be
      brought only in a court of competent jurisdiction of the Province of Quebec,
      Canada, or of Switzerland as determined in XLGeneration's sole
      discretion.

    


    IN
      WITNESS WHEREOF, THE PARTIES HAVE SIGNED THIS 

     

     

    
      	By:	 /s/
              Daniel Courteau	 	By:	/s/
              Alain Lemieux 
	 	Daniel Courteau	 	 	 Alain Lemieux
	 	 	 	 	 
	ACCEPTED BY:	 	 	 
	 	 	 	 	 
	XLGENERATION AG	 	 	 
	 	 	 	 	 
	By:	/s/
              Albert Beerli 	 	 	 
	 	
              Albert
                Beerli

            	 	 	 


    

     

    
      
         

      

      
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