EMPLOYMENT
      AGREEMENT

    


    
      	BETWEEN
              :	
              XLGENERATION
                AG.,
                corporation legally constituted according to the Laws
                of Switzerland and
                having its head office at Sumpfstrasse 32, Zug, Switzerland
                

            


    

    


    (Hereinafter
      referred to as the « Employer »)

    


    
      	AND
              :	
              DANIEL
                COURTEAU,
                domiciled and residing at 5135 A Jeanne-Mance, in the city of Montréal,
                province of Québec, Canada;

            


    

    


    (Hereinafter
      referred to as the « Employee »)

    


    


    
      
        

      



    


    PREAMBLE

    


    
      	WHEREAS	
              the
                Employer agrees to retain the services of the Employee following
                the terms
                mentioned below;

            


    

    


    
      	WHEREAS	
              the
                Employee declares knowing the policies and employment conditions
                of the
                Employer and is satisfied with the employment conditions following
                the
                present agreement.

            


    

    


    THEREFORE,
      THE PARTIES AGREE UPON THE FOLLOWING TERMS :

    


    


    
      	1.	
              PREAMBLE
                AND SCHEDULES

            


    

    


    
      	
            	1.1.	
              The
                Preamble and Schedules form an integral part
                hereof.

            


    

    


    
      	2.	
              TERM
                OF THE AGREEMENT

            


    

    


    
      	
            	2.1.	
              The
                present Agreement will be valid for an indefinite time and may be
                terminated at any time by either of the parties as provided herein. 
                Notwithstanding the date of execution hereof.

            


    

    


    
      	3.	
              DESCRIPTION
                OF THE EMPLOYMENT AND
                TASKS

            


    

    


    
      	
            	3.1.	
              The
                Employee shall fulfill the position of Vice President, legal
                affairs.

            


    

    


    
      	
            	3.2.	
              The
                Employee will be under the direction and the supervision of the Chief
                Executive Officer of the Employer.

            


    

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

       

    

    
      	
            	3.3.	
              The
                Employee shall respect the deadlines, orientations, functioning criteria
                and directives given by the
                Employer.

            


    

    


    
      	
            	3.4.	
              The
                Employee acknowledges and accepts that the Employer may unilaterally
                modify his tasks, functions, job description, hierarchical relationship
                and geographical position of his workplace without any of these
                modifications affecting or modifying an other part of the present
                agreement. The Employer commits to inform the Employee of these
                modifications. However, the modification shall not be interpreted
                as an
                indirect termination of the employment agreement without
                cause

            


    

    


    
      	4.	
              SALARY,
                BONUS AND EXPENSES

            


    

    


    
      	
            	4.1.	
              SALARY
                AND BONUS

            


    

    


    
      	
            	4.1.1.	
              The
                base salary is 175 000$ USD

            


    

    


    
      	
            	4.1.2.	
              The
                Employee acknowledges that the Employer is a public company and that
                the
                bonus package should be governed and ruled by a regime applicable
                to each
                employee. In consequence, the Employer has undertaken to implement
                a Bonus
                package for high level staff employee The Bonus Package will enter
                into
                force during year 2006 

            


    

    


    
      
        	
              	4.1.3.	
                The
                  performance of the Employee shall be evaluated at the end of each
                  year and
                  the results of the evaluation shall be communicated to the Employee.
                  During the performance appraisal all other relevant matters shall
                  also be
                  discussed.

              


      

    

    


    
      	
            	4.1.4.	
              Your
                official employment for which a salary will be paid will begin on
                January
                1st
                2007, or at any earlier date mutually consent depending of the needs
                of
                the Employer.

            


    

    


    
      	
            	4.1.5.	
              The
                Employee can, upon agreement between the Parties, split his monthly
                salary
                with a charge to a designated corporate entity duly registered in
                a legal
                jurisdiction. The Employer can request copy of registration document
                and
                list of Directors.

            


    

    


    
      	
            	4.2.	
              STOCK
                OPTION PLAN

            


    

    


    
      	
            	o	
              The
                Employee shall benefit from a stock option plan that will be implemented
                during year 2006.

            


    

     

    
      	
            	4.3.	
              ALLOCATION
                FOR APPARTEMENT AND
                CAR

            


    

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    
      	
            	4.3.1	
              The
                Employee, if he moves to Switzerland to work at the head office,
                will be
                entitled to a Housing allocation of 3 000 CHF per month and a Car
                allowance of 7 500 CHF per year.

            


    

    


    
      	
            	4.4.	
              EXPENSES

            


    

    


    
      	
            	4.4.1.	
              The
                Employer shall reimburse all reasonable and authorized expenses of
                the
                Employee required in carrying out his functions (including representation
                fees, transportation, parking, conference
                fees).

            


    

    


    
      	5.	
              ANNUAL
                LEAVE

            


    

    


    
      	
            	5.1.	
              The
                Employee shall be entitled to an annual leave of five (5)
                weeks

            


    

    


    
      	
            	5.2.	
              The
                dates regarding the period of holidays should be discussed with the
                CEO of
                the Employer.

            


    

    


    
      	6.	
              POLICIES
                OF THE EMPLOYER

            


    

    


    
      	
            	6.1.	
              The
                Employee shall comply with the Employer's policies, rules, regulations,
                systems and procedures.

            


    

    


    
      	
            	6.2.	
              The
                Employee acknowledges and accepts that the Employer may modify his
                policies, rules, regulations, systems and procedures at any
                moment.

            


    

    


    
      	7.	
              EXCLUSIVE
                RIGHTS OF SERVICES

            


    

    


    
      	
            	7.1.	
              During
                the whole duration of his employment, the Employee devotes all his
                time,
                energies, dynamism and abilities to carry out her functions for the
                Employer.

            


    

    


    
      	
            	7.2.	
              The
                Employee can not occupy another employment without having previously
                obtained the written consent of the Employer, which consent can be
                revoked
                at any time.

            


    

    


    
      	8.	
              CONFIDENTIAL
                INFORMATIONS

            


    

    


    
      	
            	8.1.	
              The
                Employee acknowledges that, in carrying on or in the course of his
                work,
                he will receive confidential informations concerning the Employer
                and the
                past, present and future activities of the Employer. The Employee
                acknowledges that the disclosing of such confidential informations
                could
                be detrimental for the Employer and against the Employer’s
                interests.

            


    

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    
      	
            	8.2.	
              Consequently,
                the Employee commits, during the course of his work and for a period
                of
                twelve (12) months beginning at the termination of the present employment
                agreement, to respect the confidential character of these informations
                and
                not to disclose or discuss with any person, neither to use these
                informations, otherwise than in the course of her work for the
                Employer.

            


    

    


    
      	
            	8.3.	
              The
                term " confidential
                informations "
                is
                defined as follows : financial informations, marketing launch
                strategies, lists of suppliers and clients, ideas, concepts, processes,
                designs, formulas, data compilations, procedures as well as any other
                information related to the Employer, whether or not such information
                has
                been communicated verbally or in writing, in any form whatsoever,
                including audiotapes, videocassettes, diskettes, images, prototypes,
                designs, plans and specifications, drawings or any other medium which
                can
                be read, decoded or interpreted by individuals, by machine or by
                any type
                of technological equipment.

            


    

    


    
      	
            	8.4.	
              The
                word " person "
                includes all individuals, corporate bodies, partnerships, trusts
                or other
                associations duly constituted.

            


    

    


    
      	9.	
              RESILIATION

            


    

    


    
      	
            	9.1.	
              Except
                for the obligations surviving the termination of this agreement,
                the
                parties acknowledge and expressly accept that the present employment
                agreement can be terminated : 

            


    

    


    
      	
            	o	
              At
                any time for cause by the Employer by given a written notice to the
                Employee, without any other notice, indemnity in lieu of notice or
                any
                other indemnity whatsoever, except if required by
                law;

            


    

    


    
      
        	
              	o	
                At
                  any time, by the Employee, by given a written notice of six (6)
                  months to
                  the other party. However, the Employer can at its sole discretion
                  replace
                  the said notice by a compensatory indemnity equal to six (6) months
                  of
                  salary. The six (6) month notice or the indemnity, as the case
                  may be,
                  will be in lieu of any notice to which the Employee is entitled
                  to and,
                  consequently, subject to the following the
                  Employee renounces to exercise or institute any recourse against
                  the
                  Employer regarding the said notice or indemnity.

              


      

    

    


    
      	
            	o	
              At
                any time without cause, by the Employer, by given a written notice
                of
                three (3) months to the other party. However, the Employer can at
                its sole
                discretion replace the said notice by a compensatory indemnity equal
                to
                three (3) months of salary. In addition of the compensatory indemnity,
                the
                Employer will pay to the Employee, as liquidated damages for termination
                without cause, an amount represented the annual salary of the Employee,
                including the Bonus, for the last completed calendar year, payable
                on an
                annual basis until the employee reach the age of 65 years old. The
                three
                (3) month notice and the additional indemnity, will be in lieu of
                any
                notice to which the Employee is entitled to and, consequently,
                the
                Employee renounces to exercise or institute any recourse against
                the
                Employer regarding the said notice or indemnity.

            


    

    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    
      	
            	9.2.	
              Upon
                termination of this agreement, the Employee will return to the Employer
                all documents, material, equipment, software material, programs or
                any
                other item used, obtained or produced during the execution of the
                present
                employment agreement. Such items must also be considered confidential
                by
                the parties.

            


    

    


    
      	10.	
              INTERPRETATION
                RULES

            


    

    


    
      	
            	10.1.	
              The
                present employment agreement shall be construed and enforced in accordance
                with the laws of Switzerland.

            


    

    


    
      	
            	10.2.	
              If
                a section, phrase, paragraph, or part of this agreement is, for any
                reason, declared invalid by a competent court, the decision will
                not
                modify the rest of the agreement or nullify
                it.

            


    

    


    
      	
            	10.3.	
              All
                the words and terms used within the present agreement must be interpreted
                as including masculine and feminine, and the singular and plural,
                following the context or the meaning of this
                agreement.

            


    

    


    
      	
            	10.4.	
              The
                titles used in the present agreement are only used as reference and
                for
                convenience. They do not affect or change the meaning or the extent
                the
                sections they designate.

            


    

    


    
      	
            	10.5.	
              The
                present employment agreement shall not be amended or modified except
                by
                another written document duly signed by all the
                parties.

            


    

    


    
      	
            	10.6.	
              The
                parties undertake not to disclose any information or document, any
                information or conversation relating to the present agreement, unless
                express authorization is obtained from the other party and/or if
                it is
                otherwise required by the law.

            


    

    


    
      	
            	10.7.	
              The
                Employee acknowledges that he has had the necessary time to examine
                the
                present agreement and that she was able to ask all pertinent questions
                and
                verify the extent of her rights and obligations. Moreover, the Employee
                acknowledges that many elements of the present agreement intervened
                following negotiations and consequently, he understands and accepts
                the
                nature and the extent of his rights and obligations pursuant to the
                terms
                and conditions of the present
                agreement.

            


    

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    
      	
            	10.8.	
              The
                present agreement replace and supersede any previous written or verbal
                agreement.

            


    

    


    
      	
            	10.9.	
              The
                parties hereto have expressly agreed that the present employment
                agreement
                as well as all other documents relating thereto be drawn up only
                in
                English. Les parties ont expressément convenu que ce contrat de même que
                tous les documents s'y rattachant soient rédigés en anglais
                seulement.

            


    

    


    


    SIGNED,
      SEALED AND DELIVERED IN MONTREAL, THIS 30TH DAY OF MARCH
      2006.

    


    
      	 	
              XLGENERATION
                AG

               

               

              /s/
                Alain Lemieux

            	 	 	
              /s/
Daniel
                Courteau

            
	
              By:

            	
              Alain
                Lemieux

            	 	 	
              Daniel
                Courteau

            


    

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      4.1.2

    


    


    FORMULA
      FOR DETERMINATION

    


    OF
      THE
      BASE SALARY

    


    FOR
      A
      GIVEN YEAR


    


    


    


    1%
      x
      (A
      +
      B)

    2

    


    


    A
      is
      equal to the amount of bonus received for the preceding year

    B
      is the
      amount of increase or decrease of the Gross Sales in the preceding year compare
      to the year before the preceding year.

    


    Example
      in ($000)

    


    
      	 	
              A

            	
              B

            	
              C

            	
              D

            	
              E

            	
              F

            	
              G

            	
              H

            
	
              ANNÉE
                

            	
              Base
                salary 

              Year
                -1

            	
              Gross
                income of year minus 1

            	
              Gross
                income of year minus 2

            	
              Difference
                

              Delta

            	
              Bonus
                of year 

              -1

            	
              Result

              E+D

              2

            	
              1%
                of F

            	
              New
                base salary

            
	
              2006

            	 	
              3,000

            	
              —

            	
              —

            	
              —

            	
              —

            	 	
              240

            
	
              2007

            	
              240

            	
              20,000

            	
              3,000

            	
              17,000

            	
              —

            	
              8500

            	
              85

            	
              325

            
	
              2008

            	
              325

            	
              25,000

            	
              20,000

            	
              5,000

            	
              150

            	
              2,575

            	
              25,75

            	
              350,75

            
	
              2009

            	
              350

            	
              20,000

            	
              25,000

            	
              -5000

            	
              0

            	
              2,500

            	
              25

            	
              325,75

            


    

    


    


    It
      is
      understood that this formula is only to determine the base salary for a given
      year. The bonus has to be determined on a yearly basis according to the
      provisions of the agreement by the board of directors or the remuneration
      committee
      as the
      case may be. 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    


    SCHEDULE
      9.1

    


    LIQUIDATED
      DAMAGES IN 

    


    CASE
      OF
      TERMINATION WITHOUT CAUSE

    


    
      	1-	
              Any
                option that is not vested at the time of the termination without
                cause
                shall be considered as vested for the Employee so that the Employee
                shall
                be entitled to levy all his options net yet vested at the time of
                the
                termination without cause at any time after such a
                termination.

            


    

     

    
      	2-	
              The
                Employer undertakes to pay the Employee an amount for each of the
                three
                years following the termination, each amount being equivalent
                to:

            


    

     

    
      	
            	a.	
              The
                annual average salary paid to the Employee during the last 5 years,
                including any bonuses and any other advantages.


            


    

     

    
      	
            	b.	
              If
                the Employee has not been employed for 5 years, the amount shall
                be the
                annual average salary paid since the beginning of his
                employment

            


    

     

    
      	3-	
              The
                Employer shall grant to the Employee options to buy, a certain number
                of
                shares of the Employer determined as
                follows:

            


    

     

    
      	
            	a.	
              75
                000 shares per annum during a certain number of years determined
                as
                follows: the number "60" less the age of the
                Employee.

            


    

     

    
      	
            	b.	
              The
                price of the levy of the option shall be determined each year for
                the
                shares to be allocated for a given year and shall be fixed at 25% of
                the aggregate market value of the last thirty trading days preceding
                the
                date of anniversary of the dismissal.


            


    

     

    
      	
            	c.	
              If
                the Employer has decided to proceed to a “split” of the shares of its
                capital stock or a reorganization or consolidation of shares, the
                number
                of shares provided in a) will be adjusted
                consequently.

            


    

     

    
      	4.	
              The
                foregoing grant of options and shares underlying such options shall
                be
                made to Employee under exemption from registration by the Securities
                Act
                of 1933, as amended (the "Securities Act") provided by Regulation
                S
                promulgated under the Securities Act. For purposes of such grant
                the
                issuance of shares underlying such options, Employee represents and
                warrants to the Employer that Employee is not a "U.S. Person" as
                defined
                under Rule 902 of Regulation S, a copy of which is appended hereto.
                Notwithstanding anything to the contrary herein, the obligation of
                the
                Employer to grant such options and issue the shares underlying such
                options shall be subject to the continuing qualification of Employee
                as a
                "Non-U.S. Person" and the continuing availability of exemption from
                registration of the issuance by the Company of such options and shares
                underlying such options as otherwise required by the Securities
                Act.

            


    

     

    
      
        
        

      

      
        -8-