MANAGEMENT
      FEE AGREEMENT

     

    EFFECTIVE
      AS January,
      2006

    
       

      
        	
                 

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

                   

                  Hereinafter
                    referred to as the
“XLG”)

                

              


      

    

     

     

    


     

    
      	
              AND:

            	
              Polyprod
                inc., a
                company duly created under the Laws of Canada,
                duly
                represented by Mr. Domenico Malatesta who declares being authorized
                to
                sign the present document;

               

              (Hereinafter
                referred to as the
                “Polyprod”)

            


    

     

    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 Vendor but XLG does not have Registration Number for GST and
      PST.

     

    E    Polyprod
      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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .2

     

    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.      	
            POLYPROD
              AS THE REPRESENTATIVE OF XLG IN POLYPROD
              

          


     

    	1.1.      	
            XLG
              hereby appoints Polyprod, which accept, as the representative of XLG
              for
              the following financial issues:

          


     

    	1.1.1.  	
            To
              use Polyprod’s registration number with the Tax Authorities in respect of
              Payroll taxes, GST and PST. Polyprod shall be the representative of
              XLG in
              Canada for the purpose of the said
              legislations.

          


     

    	1.1.2.  	
            To
              employ, under the name of Polyprod, all the staff required by XLG to
              be
              hired in Canada.

          


     

    	1.1.3.  	
            To
              pay the salary of XLG’s staff appointed to Polyprod and including all the
              payroll taxes and other similar taxes payable by Canadian employees
              in
              normal circumstance.

          


     

    	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 Polyprod
              by
              third parties.

          


     

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

          


     

    	2.1.      	
            For
              all the sales in the Canadian territory, Polyprod shall be the Vendor
              in
              order to avoid any GST and PST problems with the Tax Authorities. Polyprod
              shall act as the representatives of XLG.

          


     

    	2.2.      	
            The
              profit derived form the Canadian sales will be the ownership of
              XLG.

          


     

    	2.3.      	
            However,
              section 2.2 shall apply as long as Polyprod will remain an independent
              legal entity. If, after negotiation, Polyprod becomes the subsidiary
              of
              XLG, the profit from the Canadian sales shall remain the ownership
              of
              Polyprod.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .3

     

    	2.4.      	
            As
              long as Polyprod 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 Polyprod 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, Polyprod
              shall
              considered the fact that XLG may grant Polyprod with the right of doing
              sales in Canada, and keeps the profits to compensate in whole or in
              part
              the services to be rendered in Article 1.

          


     

    	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:

    
       

      	5.      	
              
                If
                  addressed to XL Generation Polyprod inc.:

                 

                335
                  Broadway

                 

                Montreal,
                  Polyprod

                 

                Attention:
                  Daniel Chaussé

                 

                If
                  addressed to XL Generation AG:

                 

                Sumfptrasse
                  32

                 

                Zug,
                  Switzerland

                 

                Attention:
                  Albert Beerli

              

            



     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .4

     

    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 0F
              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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

      .5

       

    

    	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	POLYPROD INC.
	 	 
	/s/ Alain Lemieux 	/s/ Domenico Malatesta
	Alain Lemieux 	Domenico
              Malatesta