EXCLUSIVE
      MANUFACTURING LICENSE AGREEMENT

     

     

     

     

     

    
      	EFFECTIVE AS JANUARY 2nd,
              2005	 
	 	
              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 “Licensor”)

            
	 	 
	
              AND:

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

               

              (Hereinafter
                referred to as the
                “Licensee”)

            


    

     

    RECITALS

     

    A.    Licensor
      has been granted by WKF 5 Ltd, the right to sell, promote, manufacture and
      commercialize including the right to grant licenses under the letters patent
      and
      the patent applications (and any patents that may issue there from) owned by
      WKF
      5 Ltd. Said patents and patent applications (all of which are collectively
      referred to herein as the “Patents”);

     

    B.    Licensee
      desires to obtain, and Licensor desires to grant, an exclusive worldwide license
      to manufacture all the product that could be covered from time to time by the
      Patents but limited to turf and non turf sport surfaces including landscape
      and
      playground surfaces.

     

    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.

            	
              EXCLUSIVE
                MANUFACTURING LICENSE

            


    

     

    
      	
              1.1.

            	
              The
                Licensor hereby grants to Licensee, and Licensee hereby accepts from
                Licensor, upon the terms and conditions specified herein, the worldwide
                (hereinafter the “Territory”) exclusive right and non-transferable license
                to manufacture, under license, the inventions covered by the Patents
                but
                limited to turf and non turf sport surfaces including landscape and
                playground surfaces. Licensee agrees to use its best efforts and
                invest a
                reasonable and fair amount in its Corporation to provide the necessary
                equipment and human resources to manufacture the licensed products
                in the
                Territory covered by this Agreement.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .2

     

    
      	
              1.2.

            	
              The
                Licensee agrees that the product will be manufactured according to
                the
                specifications provided by the Licensor and will meet its quality
                standards.

            


    

     

    
      	
              1.3.

            	
              The
                Licensee recognizes that the Licensor is the licensee of the exclusive
                worldwide right to manufacture, distribute, sell and promote the
                products
                covered by the Patents and other Intellectual Properties. The Licensee
                recognizes that all the purchase order will come from XLGENERATION
                AG or
                designated person by XLGENERATION
                AG.

            


    

     

    
      	
              1.4.

            	
              The
                Licensee agrees and undertakes not to sell, promote, distribute the
                Product covered by the Patent rights (the right granted being exclusively
                for manufacturing) except pursuant to this
                Agreement.

            


    

     

    
      	
              1.5.

            	
              WKF
                5 Ltd. by its representative, Alain Lemieux, intervenes to this Agreement
                to accept and to be informed of this manufacturing license
                agreement.

            


    

     

    
      	
              2.

            	
              MANUFACTURING
                AGREEMENT

            


    

     

    
      	
              2.1.

            	
              XLGENERATION
                hereby appoints and designates Polyprod as its exclusive worldwide
                manufacturer of any XLGeneration’s products covered by the Patents for
                turf and non turf sport surfaces including landscape and playground
                products

            


    

     

    
      	
              2.2.

            	
              The
                Licensor and the Licensee shall agree on a "modus operandi" regarding
                the
                purchase order from XLGENERATION AG. The parties agree that for the
                beginning of the execution of this agreement, Polyprod shall be on
                a "Cost
                Plus" basis. The parties agree that in the 120 days following the
                signature of this agreement, the Licensee shall provide the costs
                and the
                mark up needed to perform its obligation. The parties may postpone
                the
                delivery of this obligation by mutual
                consent

            


    

     

    
      	
              2.3.

            	
              The
                Licensee shall use its best effort to maintain its cost as low as
                possible
                and shall work with XLGeneration, at XLGeneration’s option, to implement a
                program of reducing the costs.

            


    

     

    
      	
              3.

            	
              ROYALTIES
                

            


    

     

    
      	
              3.1.

            	
              Royalty.
                For the rights and privileges granted under this license, Licensee
                will
                pay to Licensor during the term of this Agreement and subject to
                the other
                terms and conditions of this Agreement, a royalty of $1,00 per
                year

            


    

     

    
      	
              4.

            	
              records.

            


    

     

    
      	
              4.1.

            	
              Records.
                Licensee shall keep full, true and accurate books of account containing
                all particulars which may be necessary to show the amount of its
                costs for
                each purchase order. The parties may agree on a different
                method
                to establish the cost or may agree
                on a fixed amount. Such books of account shall be kept at the Licensee's
                principal place of business. Such books and the supporting data shall
                be
                open during normal business hours at reasonable times for one year
                following the end of the calendar year to which they pertain, to
                the
                inspection of an independent certified public accountant retained
                by
                Licensor for the purpose of verifying Licensee’s royalty statements, or
                Licensee’s compliance in other respects with this license. Only one such
                inspection shall be made in any calendar
                year.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .3

     

    
      	
              4.2.

            	
              Reports:
                Payment of Product manufactured.
                The payment of each purchase order shall be made FOB Montreal at
                Polyprod’s site unless agreed otherwise on a case by case situation.
                

            


    

     

    
      	
              4.3.

            	
              Effect
                of Termination.
                Upon any termination of this Agreement, Licensee shall be relieved
                of all
                duties and obligations hereunder except to deliver the work and
                progress.

            


    

     

    
      	
              5.

            	
              TERM

            


    

     

    The
      term
      of this Agreement shall be for the period of 10 years automatically renew for
      period of one year every year unless terminate earlier by a written notice
      sent
      to the other party at least 12 months of the termination date. In the case
      of a
      termination or non renewal by the Licensor for no reason or for a reason other
      than a material breach of contract not remedied in due time, Licensor shall
      compensate the Licensee for the loss of its exclusive right. 

     

    The
      amount of the loss of its exclusive right should be determined in good faith
      by
      the parties taking into consideration the previous sales of the Licensee and
      its
      expectation of sales for the future taking into account the remaining protection
      rights conferred by the Patent.

     

    
      	
              6.

            	
              WARRANTIES
                0F LICENSOR and licensee

            


    

     

            Licensor
      warrants and represents to Licensee that the following are true and
      correct:

     

    
      	
              6.1.

            	
              Licensor
                is the beneficiary under a duly signed license of the entire right,
                title
                and interest in and to the Patents and has the right to grant the
                license
                granted under this Agreement;

            


    

     

    
      	
              6.2.

            	
              Licensor
                has not at any time prior to the effective date of this Agreement
                issued
                any license, grant or other working right to any person or entity
                under
                any or all of the Patents with regard to the manufacturing in North
                America;

            


    

     

    
      	
              6.3.

            	
              There
                are no claims, actions, suits or proceedings pending or, to Licensor’s
                knowledge, threatened against Licensor or relating to any or all
                of the
                claims contained in the Patents. There are no judgments or tax or
                other
                liens outstanding and unsatisfied against Licensor or any of Licensor’s
                assets (including but not limited to the
                Patents);

            


    

     

    
      	
              6.4.

            	
              Licensee
                is a corporation duly created, validly existing and in good standing
                under
                the law of the province of Québec.
                Licensee
                has the power and authority to own, lease, license, or operate all
                properties and assets now owned Licensee has heretofore delivered
                to
                Licensor complete and correct copies of its organizational documents,
                as
                amended and in effect on the effective date of this
                Agreement.

            


    

     

    The
      foregoing warranties and representations shall survive the execution of this
      Agreement.

     

    
      	
              7.

            	
              INDEMNITY

            


    

     

    Licensor
      shall hold Licensee harmless from and against any claims, demands, actions,
      threatened actions, causes of action, judgments, damages, losses (which shall
      include any diminution in value), liabilities, costs of expenses (including,
      without limitation, interest, penalties and reasonable attorney’ s and experts
      fees and disbursements), including Tax liabilities (collectively, the “Losses”)
      which may be made against Licensee which any of them may suffer or incur as
      a
      result of, arising out of or relating to infringement actions brought against
      Licensee on account of the manufacture, use, marketing, sale and installation
      of
      products containing the patented improvements covered by this Agreement,
      provided that such suit is based on the licensed inventions. This indemnity
      shall survive any termination of this Agreement. In such case, the Licensor
      should have the exclusive right to appoint the attorney.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .4

     

    
      	
              8.

            	
              INFRINGEMENT

            


    

     

    Subject
      to the right of the Licensee in this section, in case of any infringement,
      the
      Licensor shall defend the Patents at his own cost. In the event that Licensee
      becomes aware of any infringement of any Patents under which it is licensed
      or
      agreed to be licensed hereunder by Licensor, Licensee shall notify promptly
      Licensor. The omission to notify shall not relieve the Licensor from any duty
      to
      defend Patens or indemnify and hold armless the Licensee. Licensor shah act
      within fifteen (15) calendar days of such receipt from the Licensee, in order
      to
      take any action necessary to stop the infringement, protect and defend Patents.
      Licensor shall keep informed the Licensee of any actions that will be taken
      from
      time to time to stop the infringement, protect and defend the
      patents.

     

    Licensor
      shall hold the Licensee harmless from and against any damages, losses, costs
      of
      which Licensee may suffer or incur as a result of, arising out of or relating
      to
      any infringement of Patents. If the Licensor do not take any action to stop
      the
      infringement, or to protect and defend Patents against any infringement, the
      Licensor consent and agree to, automatically and irrevocably, transfer the
      property of Patents, and all rights and privileges attached to Licensee for
      a
      nominal amount of one dollars US ($1,000US).

     

    
      	
              9.

            	
              USE
                0F LICENSOR’S NAME

            


    

     

    Licensee
      shall not in any circumstances use the name XLTURF, XLGENERATION or other trade
      name, trademark or service mark of Licensor with is prior written
      consent.

     

    The
      Licensee's rights are strictly limited to manufacturing under License the
      Product covered by the Patents and described above, that could be purchased
      from
      time to time by XLGENERATION AG or other designated person by XLGENERATION
      AG

     

    
      	
              10.

            	
              TERMINATION

            


    

     

    
      	
              10.1.

            	
              If
                Licensee becomes bankrupt or insolvent or if Licensee’s business is placed
                in the hands of a receiver, assignee or trustee, whether by Licensee’s
                voluntary act or not, the license granted under this Agreement shall
                immediately terminate;

            


    

     

    
      	
              10.2.

            	
              Upon
                any material breach or default by Licensee under this Agreement,
                including
                but not limited to, the non payment of royalties (where payable)
                for 3
                months consecutive periods unless explained and detailed in the report
                or
                the non production of the said report, Licensor may terminate the
                license
                granted hereunder by giving written notice to Licensee of such default
                under the notice provisions of Section 13 below. Such notice shall
                become
                effective at the end of twenty business days from the giving of such
                notice, unless during such period Licensee cures any such breach
                or
                default.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .5

     

    
      	
              11.

            	
              EFFECT
                0F PATENT LITIGATION

            


    

     

    If
      any
      claim or claims of the Patents is held invalid, or the scope of such claim
      or
      claims is limited or defined by any judicial decree, order or judgment final
      beyond further right of appeal, no royalties shall thereafter be paid by
      Licensee with respect to the claim or claims held invalid, and the limitation
      or
      definition placed upon the claim or claims shall thereafter be followed in
      determining whether or not royalties are payable on products sold by Licensee
      and for all other purposes of this Agreement. Royalties which are terminated
      in
      accordance with this Section shall include all subject royalties accrued and
      unpaid as of the date of such final decree, order or judgment. and also all
      subject royalties on products manufactured but not sold as of such date.
      However, Licensor shall not be required to reimburse Licensee for the license
      issue fee or any royalties paid under this Agreement previous to the date of
      such final decree, order or judgment.

     

    
      	
              12.

            	
              KNOW-HOW
                COMMITMENT AND
                RE-ENGINEERING

            


    

     

    
      	
              12.1.

            	
              Licensee
                shall from time to time, and to the extent it is reasonably necessary
                for
                the performance of this Agreement. furnish to Licensor at its
                manufacturing facility all information and specifications required
                as to
                design. engineering, manufacturing, and other operations, processes,
                or
                experience incidental to the manufacture of the products licensed
                under
                this Agreement.

            


    

     

    
      	
              12.2.

            	
              Any
                improvement or new Patent developed by the Licensee regarding the
                Product
                or the manufacturing process, shall be assigned and transferred to
                the
                Licensor. In consideration of this transfer the Licensor will grant
                an
                exclusive or non exclusive License (to be determined between the
                parties)
                for the world that will be deem to be included in the License granted
                by
                this Agreement.

            


    

     

    Furthermore,
      any improvement or development of new Patent regarding the Product by the
      Licensor will be deem to be included in this License without any further
      royalties or fees.

     

    
      	
              13.

            	
              ASSIGNMENT;
                SUBLICENSE; SALE 0F
                SHARES;

            


    

     

    
      	
              13.1.

            	
              The
                license granted under this Agreement may not be assigned or sublicensed
                by
                Licensee without the prior written consent and authorization of the
                Licensor who can refuse at its own discretion. The Licensee may,
                without
                the payment of an additional license issue fee; sublicense any firm
                or
                corporation directly or indirectly controlled by, controlling, or
                under
                common control with Licensee, to practice any or all of the inventions
                covered by the Patents in the manufacture, use, marketing, sale and
                installation of synthetic turf and of small-size and artificial large-size
                golf and other sporting facilities, to the same extent Licensee is
                permitted under this Agreement; and provided
                further, that upon
                prior written notice, this Agreement may be assigned by Licensee
                to the
                corporate successor to its entire business. in the manufacture of
                products
                under the license granted hereunder. Each such notice shall be accompanied
                by an acceptance in writing of the terms of this Agreement executed
                on
                behalf of the entity referred to in the notice. The licensor consents
                that
                any assignment or sublicensee shall be conditional upon the licensor
                receiving full disclosure of the terms of such assignment or sublicense
                so
                that the licensor can satisfy itself that it will receive the full
                royalty
                fee to which it is entitled.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .6

     

    
      	
              13.2.

            	
              Any
                sales of shares of the capital stock of the Licensee by any of its
                shareholders shall be approved by the Licensor, who can refuse at
                his own
                discretion. In case where the control of Licensee would be changed,
                the
                Licensor will have the absolute right to renegotiate the terms and
                conditions of this Agreement. The
                actual shareholding of the Licensee is in the essence of this License
                Agreement and the change of control of the Licensee, unless approved
                by
                XLG, shall be considered as a material breach of
                contract.

            


    

     

    
      	
              14.

            	
              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 the Licensee:

    
       

      
        	
                 

              	
                
                  POLYPROD
                    INC.

                   

                  335
                    Broadway

                   

                  Montreal,
                    Canada

                   

                  Attention:
                    Domenico
                    Malatesta

                

              


      

    

     

    If
      addressed to Licensor:

    
       

      
        	
                14.

              	
                
                  
                    XLGeneration
                      AG

                     

                    Sumfptrasse
                      32

                     

                    Zug,
                      Switzerland

                     

                    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.

     

    
      	
              15.

            	
              ALL
                PARTIES REPRESENTED BY
                COUNSEL

            


    

     

    All
      parties have retained their own respective independent legal counsel for
      representation in connection with this Agreement; and the parties knowingly
      and
      voluntarily, of their own free will and without any duress, accept all of the
      terms of this Agreement and sign the same as their own free act.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .7

     

    
      	
              16.

            	
              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.

     

    
      	
              17.

            	
              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.

     

    
      	
              18.

            	
              ATTORNEY’S
                FEES AND OTHER COSTS

            


    

     

    The
      parties shall bear all of their own attorney's fees, costs and other expenses
      incurred or arising in connection with the negotiation, review and execution
      of
      this Agreement and attached exhibit. If a party to this Agreement should file
      suit as a result of or in connection with this Agreement, the prevailing party
      shall be entitled to recover reasonable attorney's fees and expenses from the
      other party.

     

    
      	
              19.

            	
              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.

     

    
      	
              20.

            	
              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.

     

    
      	
              21.

            	
              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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    .8

     

    
      	
              22.

            	
              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.

     

    
      	
              23.

            	
              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.

     

    
      	
              24.

            	
              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.

     

     

    
      	
              
                
                  LICENSOR 

                   

                

                XLGENERATION
                  AG

              

               

              /s/
                Alain Lemieux 

               

              Alain
                Lemieux 

            	
              
                
                  LICENSEE

                   

                  POLYPROD

                   

                  /s/
                    Domenico Malatesta

                   

                  Domenico
                    Malatesta

                

                 

              

            
	 	 
	 	 
	
              INTERVENTION

               

              WKF
                5 LTD

               

              /s/
                Alain Lemieux

               

              Alain
                Lemieux