MEMORANDUM

    


    The
      undersigned hereby acknowledge the following in respect of that certain company
      incorporated under Part 1A of the Quebec Companies Act as XL
      Generation Canada Inc.
      (“XLGC”):

    


     

    
      	
              1.

            	
              XLGC
                is wholly owned by Mr. Albert
                Beerli;

            


    

     

    
      	
              2.

            	
              XLGC
                is a corporation without any active operating activities on its
                own;

            


    

     

    
      	
              3.

            	
              XLGC
                owns a bank account and acts solely as an agent in respect of such
                bank
                account to facilitate pass-through transactions on behalf of XL Generation
                AG (“XLGAG”) and XL Generation International, Inc. (“XLGI”) (collectively,
                the “Pass-Through Transactions”);

            


    

     

    
      	
              4.

            	
              XLGC
                has not, directly or indirectly, entered into any agreement, either
                written or verbal, with Mr. Beerli for any purpose during any of
                the
                periods which are included in any of the consolidated audited financial
                statements of XLGI;

            


    

     

    
      	
              5.

            	
              XLGC
                has not, directly or indirectly, paid, delivered or granted to Mr.
                Beerli
                any compensation or remuneration of any nature or kind for any purpose,
                reason or matter whatsoever, including, without limitation, assuming
                any
                liability or paying any obligation on behalf of Mr. Beerli, during
                any of
                the periods which are included in the audited financial statements
                of
                XLGI;

            


    

     

    
      	
              6.

            	
              Mr.
                Beerli has not, directly or indirectly, received any equity dividends
                or
                distributions of any nature or kind from XLGC within any of the periods
                which are included in the audited financial statements of
                XLGI;

            


    

     

    
      	
              7.

            	
              Mr.
                Beerli will not receive any financial, equitable or beneficial interest
                in
                respect of the Pass-Through Transactions and Mr. Beerli irrevocably
                disclaims any such interest therein, to the benefit of
                XLGI.

            


    

     

    
      	
              8.

            	
              XLGC
                undertakes not to enter into any active operating activities other
                than
                the Pass-Through Transactions without written consent from
                XLGI;

            


    

     

    
      	
              9.

            	
              Mr.
                Albert Beerli undertakes not to directly or indirectly enter into
                any
                transactions of any nature or kind with or through XLGC or obtain
                any
                equitable or beneficial interest of any nature derived, directly
                or
                indirectly, from or through XLGC, except with the written consent
                of
                XLGI.

            


    

     

    
      	
              10.

            	
              It
                is possible that in the near future the ownership of XLGC will return
                to
                XLGeneration AG for $1,00 and that the management agreement of 2005
                will
                be extended for 2006.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Confidential
        Memorandum re XL Generation Canada Inc.

      
        

      

    

     

    
      	
              11.

            	
              The
                undersigned acknowledge and agree that this document and all related
                documents are drafted in English only/ Vous consentez à ce que le présent
                document et les documents afférents soient rédigés uniquement en
                anglais.

            


    

     

     

    [
      Continued ]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Confidential
      Memorandum re XL Generation Canada Inc.

    
      

    


    THIS
      CONFIDENTIAL MEMORANDUM IS HEREBY DULY ACKNOWLEDGED BY THE UNDERSIGNED AS OF
      THIS 10TH DAY OF APRIL 2006:

     

    
      XL
        GENERATION CANADA INC. 

       

      
        	
                By:

              	/s/
                Albert Beerli	 
	 	Name: Albert Beerli	 


      

       

      
        ALBERT
          BEERLI, INDIVIDUALLY 

         

        
          	
                  By:

                	/s/
                  Albert Beerli	 
	 	Name: Albert Beerli	 


        

         

        
          XL
            GENERATION INTERNATIONAL INC. 

        

        
           

          
            	
                    By:

                  	/s/
                    A.C. Gilmour	 
	 	
                    Name: A.C. GIlmour

                    Title: Board of Directors

                  	 


          

        

        
           

          XL
            GENERATION INTERNATIONAL INC. 

           

          
            	
                    By:

                  	/s/ F.
                    Munck	 
	 	
                    Name: F Munck

                    Title: CFO

                  	 


          

           

          
            XL
              GENERATION AG. 

             

            
              	
                      By:

                    	/s/
                      Albert Beerli	 
	 	
                      Name: Albert Beerli

                      Title: Director

                    	 


            

             

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A to

    Confidential
      Memorandum re XL Generation Canada Inc.

    


    Management
      Agreement

    


    


    The
      terms
      of the attached Management Agreement, entered into effective as of February
      of
      2004, have been subsequently altered by the transfer of the ownership of XL
      Generation Canada Inc. from XL Generation AG to Mr. Albert Beerli, as set forth
      in the Confidential Memorandum.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    MANAGEMENT
      FEE AGREEMENT

    


    EFFECTIVE
      AS OF February, 2004

    


    
      	 	
              XL
                Generation AG,
                a
                company duly created and organized under the legislation of Switzerland,
                having represented by Mr. Alain Lemieux who declares being authorized
                to
                sign the present document; 

               

              (Hereinafter
                referred to as the “XLG”)

            
	
              AND:

            	 
	 	
              XL
                Generation Canada inc., a
                company duly created under the Laws of Canada, having represented
                by Mr.
                Daniel Chaussé who declares being authorised to sign the present
                documents;

               

              (Hereinafter
                referred to as the “Canada”)

            


    

     

    RECITALS

    


    A.    XLG
      has
      appointed Polyprod to manufacture turf and non turf sport surfaces 

    including
      landscape and playground.

    


    B.    XLG
      maintains a bureau of “liaison” in Montreal mainly for customer after sale


    support,
      support to agent and distributor and for marketing and to oversee Polyprod’s
      manufacturing process.

    


    C.    XLG
      staff
      in Montreal, has no power of any kind to close sales with client.

    


    D.    Some
      sales of XLG may be closed with Canadian Customer and GST and PST 

    should
      be
      collected by the Vencor but XLG does not have Registration Number for GST and
      PST.

    


    E.    Canada
      is
      willing, in consideration of a fee, to act as the representative of XLG in
      

    Canada
      for some technical or clerical issue regarding its activity in Canada which
      does
      not attract business income but which is important for XLG.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the foregoing, the agreements contained herein,
      and other good and valuable consideration, receipt of which is hereby
      acknowledged, the parties agree as follows:

    


    1.    CANADA
      AS THE REPRESENTATIVE OF XLG IN CANADA

    


    
      	
              1.1

            	
              XLG
                hereby appoints Canada, which accept, as the representative of XLG
                for the
                following financial issues:

            


    

     

    
      
        	 	
                1.1.1

              	
                
                   To
                    register Canada with the Tax Authorities in respect of Payroll
                    taxes,
                    GST
                    and PST;

                

              


      

    

    


    
      	 	
              1.1.2

            	
              To
                employ, under its name, all the staff required by XLG to be hired
                in
                Canada;

            


    

    


    
      	 	
              1.1.3

            	
              To
                pay the salary of XLG’s staff appointed to Canada and including all the
                payroll taxes and other similar taxes payable by Canadian employees
                in
                normal circumstances;

            


    

    


    
      	 	
              1.1.4

            	
              To
                reimburse expenses, from time to time, to the employees of XLG upon
                authorization of XLG;

            


    

    


    
      	 	
              1.1.5

            	
              To
                pay other fees, including consulting fees, required by XLG to third
                parties;

            


    

    


    
      	 	
              1.1.6

            	
              To
                pay administrative fee charged by Polyprod for the use of the premises
                of
                Polyprod by XLG and other charges related to the
                premises;

            


    

    


    
      	 	
              1.1.7

            	
              To
                maintain a separate bank account related to issues addressed in this
                document;

            


    

    


    
      	 	
              1.1.8

            	
              Generally
                to act as the representative of XLG regarding Polyprod and regarding
                transfer of money that can be transferred on behalf of XLG to Canada
                and
                from Canada to Polyprod

            


    

    


    2.    CANADA
      AS VENDOR OF XLG’S PRODUCT IN CANADA

    


    
      	
              2.1

            	
              For
                all the sales in the Canadian territory, Canada shall be the Vendor
                in
                order to avoid any GST and PST problems with the Tax
                Authorities.

            


    

    


    
      	
              2.2

            	
              The
                profit derived from the Canadian sales will be the ownership of
                Canada.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	
              2.3

            	
              Section
                2.2 shall apply as long as Canada will remain the subsidiary of XLG.
                In
                such a circumstances, Canada may continue acting on behalf of XLGeneration
                AG for any sales in Canada or which, Canada will use its own registration
                number although the proceed of the sales would remain the ownership
                of
                XLGeneration AG. For the period ending December 31st
                of
                each year, Canada shall provide to XLGeneration AG with a summary
                of the
                net amount (gross sales minus all cost paid by Canada on behalf of
                XLGeneration AG). This summary shall be provided to XLGeneration
                AG before
                January 31st of the following year.

            


    

    


    
      	
              2.4

            	
              From
                the moment Canada is not a subsidiary of XLG, XLG hereby reserves
                its
                right to appoint another a third party to make to sales for the Canadian
                territory to keep those sales for
                itself.

            


    

    


    3.    MONEY
      CONSIDERATION

    


    
      	
              3.1

            	
              In
                consideration for the services to be rendered by Canada to XLG, XLG
                is
                entitled to a fee to be determined between the parties but that shall
                represent the fair market value of such services if those services
                would
                be rendered by a third party.

            


    

    


    
      	
              3.2

            	
              However,
                in the determination of the fees payable under section 3.1, Canada
                shall
                consider the fact that XLG is granting Canada with the right of doing
                sales in Canada to compensate in whole or in part the services to
                be
                rendered in Article 1 as long as Canada remains a subsidiary of
                XLGenration AG.

            


    

    


    4.    TERM

    


    The
      term
      of this Agreement shall be for an indefinite time but may be terminated at
      any
      time by a written notice sent to the other party at least 2 months of the
      termination date.

    


    5.    NOTICES

    


    Any
      offer, acceptance, rejection, notice, consent, request, authorization,
      permission, direction or other instrument required or permitted to be given
      hereunder shall be in writing and given by delivery or sent by fax or similar
      telecommunications device and addressed:

    


    If
      addressed to XL Generation Canada inc.:

    


    335
      Broadway

     

    Montreal,
      Canada

    


    Attention:
      Daniel Chaussé

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    If
      addressed to XL Generation AG:

    


    Sumfptrasse
      32

    


    Zug,
      Switzerlang

    


    Attention:
      Albert Beerli

    


    or
      such
      other address or telephone number as the party to whom such notice or other
      communication is to be given shall have specified in writing to the other party
      pursuant to this Section. Any notice or communication given under this Section
      shall be deemed to have been given as of the date it was so placed in the hands
      of any express courier service, or faxed, or as of the date of delivery in
      person.

    


    6.    CORPORATE
      AUTHORITY

    


    The
      warrant parties represent that they have taken all necessary corporate actions
      to authorize the execution, delivery and performance of this Agreement and
      the
      transactions contemplated thereby, and that the respective representative
      executing this Agreement on their behalf is duly authorized to act in such
      capacity. Licensor further warrants and represents that the execution, delivery
      and performance of this Agreement and the transactions contemplated thereby
      have
      been duly authorized and approved by Licensor’s Board of Directors and by
      Licensor’s shareholders.

    


    7.    LEGAL
      REPRESENTATION; UNDERSTANDING OF AGREEMENT

    


    In
      entering into this Agreement, the parties represent that they have relied upon
      the legal advice of their own respective attorneys, who are the attorneys of
      their own choice. The parties further represent that the terms of this Agreement
      have been completely read and explained to them by their respective attorney
      and
      that such terms are fully understood and voluntarily accepted by said
      parties.

    


    8.    BINDING
      AGREEMENT

    


    This
      Agreement shall be binding upon and inure to the benefit of, the undersigned
      parties and their respective officers, directors, shareholders, employees,
      agents, attorneys, independent contractors, successors and assigns.

    


    9.    ENTIRE
      AGREEMENT; AMENDMENT

    


    This
      Agreement and the attached exhibit contain the entire agreement of the parties
      with respect to the subject matter of this Agreement and supersede all prior
      agreements or understandings, written or oral, between the parties with respect
      thereto. Any waiver of any term or condition of this Agreement, or any
      amendment, modification or supplementation of this Agreement shall be effective
      only if it is in writing and signed by all of the parties.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    10.   SEVERABILITY

    


    If
      a
      court of competent jurisdiction finds that any part of this Agreement is invalid
      illegal or unenforceable in any respect for any reason, the validity, legality
      and enforceability of any such provision in every other respect and the
      remaining provisions of this Agreement shall not, at the election of the party
      for whose benefit the provision exists, be in any way impaired.

    


    11.   HEADINGS 

    


    The
      headings used in this Agreement are for convenience of reference only and shall
      not be used in construing the provisions of the Agreement.

    


    12.   GOVERNING
      LAW

    


    This
      Agreement shall be governed by and interpreted in accordance with the laws
      in
      force in Switzerland except that no doctrine of choice of law shall be used
      to
      apply the laws of any other state or jurisdiction.

    


    13.   COUNTERPARTS

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall be deemed one and the same
      instrument.

    


    EXECUTED
      in FOUR (2) original copies and on the respective dates appearing under the
      parties’ signatures below and effective as of the date upon which all of the
      parties have signed this Agreement.

     

    
      	XLGENERATION AG	XL
              GENERATION CANADA INC.
	          	          
              
	(s) Alain Lemieux     	
              (s)
                Daniel Chaussé

            
	       	         
	Alain Lemieux     	
              Daniel
                Chaussé

            


    

     

    
      
        
        

      

      
        5