**EXHIBIT
      10.46**





**XL
      GENERATION INTERNATIONAL INC.**





**SECURITIES
      PURCHASE AGREEMENT**








This
      SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 7, 2006, by
      and among XL Generation International Inc. (the "Company") and the individuals
      and entities listed on Exhibit A hereto as Purchasers (the "Purchasers"). In
      consideration of the mutual promises and covenants contained in this Agreement,
      the parties hereto agree as follows:





1. Sale
      of
      Shares.





1.1 Sale
      of
      Shares. Subject to the terms and conditions of this Agreement, at the Closing
      (as defined in Section 2.1) the Company will sell to each of the Purchasers,
      and
      each of the Purchasers will purchase, the number of Company shares of common
      stock (the "Common Stock"), set forth opposite such Purchaser's name on Exhibit
      A, for the purchase price per share indicated on such Exhibit A (the "Purchase
      Price"). The shares of Common Stock sold under this Agreement are referred
      to as
      the "Shares."





2. Closing.





2.1 The
      Closing. The closing (the "Closing") of the sale and purchase of the Shares
      under this Agreement shall take place at the offices of the Company or via
      electronic exchange of documents and faxed signatures which shall be deemed
      to
      be effective as of the date of this Agreement (the "Closing Date"). At the
      Closing:





(i) The
      Company shall order and cause to be delivered to each of the Purchasers a
      certificate for the number of Shares set forth opposite such Purchaser's name
      on
      Exhibit A, registered in the name of such Purchaser; and





(ii) Each
      Purchaser shall pay by wire transfer of immediately available funds or other
      method acceptable to the Company, the aggregate Purchase Price for the number
      of
      Shares such purchaser is purchasing hereunder as directed by the
      Company.





3. Representations
      and Warranties of the Company. The Company hereby represents and warrants to
      each Purchaser that the statements contained in this Section 3 are complete
      and
      accurate as of the date of this Agreement and at Closing.





3.1 Organization
      and Standing. The Company is a corporation duly organized, validly existing
      and
      in good standing under the laws of Nevada and has full corporate power and
      authority to conduct its business as presently conducted and as proposed to
      be
      conducted by it and to enter into and perform this Agreement and to carry out
      the transactions contemplated by this Agreement. The Company has at all times
      complied with all provisions of its Certificate of Incorporation and By-laws
      and
      is not in default under, or in violation of, any such
      provision.


XL
          Generation International Inc. - Securities Purchase
          Agreement





3.2 Authority
      for Agreement; No Conflict. The execution, delivery and performance by the
      Company of this Agreement, and the consummation by the Company of the
      transactions contemplated hereby, have been duly authorized by all necessary
      corporate action. This Agreement has been duly executed and delivered by the
      Company and constitutes valid and binding obligations of the Company enforceable
      in accordance with its terms, subject as to enforcement of remedies to
      applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting generally the enforcement of creditors' rights and subject to a
      court's discretionary authority with respect to the granting of a decree
      ordering specific performance or other equitable remedies. The execution and
      delivery of this Agreement, the consummation of the transactions contemplated
      hereby and the compliance with its provisions by the Company will not (a)
      conflict with or violate any provision of the Certificate of Incorporation
      or
      By-laws of the Company, (b) require any filing with, or any permit, order,
      authorization, consent or approval of, any United States court, arbitrational
      tribunal, administrative agency or commission or other United States
      governmental or regulatory authority or agency (each of the foregoing is
      hereafter referred to as a "Governmental Entity").





3.3 Governmental
      Consents. Based in part on the representations and warranties of the Purchasers
      set forth in Section 4 of this Agreement, no consent, approval, order or
      authorization of, or registration, qualification, designation, declaration
      or
      filing with, any Governmental Entity is required on the part of the Company
      in
      connection with the offer, issuance, sale and delivery of the Shares or the
      other transactions contemplated by this Agreement (other than filings required
      under the Exchange Act). In reliance on the representations and warranties
      made
      by each of the Purchasers in Section 4 of this Agreement, the offer and sale
      of
      the Shares to each of the Purchasers will be in compliance with applicable
      United States federal and state securities laws.





4. Representations
      and Warranties of the Purchasers. Each Purchaser hereby represents and warrants
      to the Company that the statements contained in this Section 4 are complete
      and
      accurate as of the date of this Agreement and at Closing.





4.1 Authorization;
      Enforceability.





Such
      Purchaser has the full power and authority to enter into this Agreement and
      to
      perform his, her or its obligations thereunder. If such Purchaser is an entity,
      such Purchaser has taken all corporate, partnership, limited liability, trust
      or
      similar action necessary to authorize its execution and delivery of this
      Agreement. This Agreement have been duly executed and delivered by such
      Purchaser and, assuming the due authorization, execution, and delivery by the
      Company and the other Purchasers, constitutes his, her or its valid and binding
      obligation, enforceable in accordance with the terms of this Agreement, subject
      to applicable bankruptcy, reorganization, insolvency, and similar laws affecting
      creditors' rights generally and to general principles of equity.





4.2 No
      Conflict.


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          Generation International Inc. - Securities Purchase
          Agreement


The
      execution and delivery of this Agreement by such Purchaser and the performance
      of his, her or its obligations thereunder will not (i) if such Purchaser is
      an
      entity, violate or conflict with any provision of its organizational documents,
      (ii) violate, conflict with, or give rise to any right of termination,
      cancellation, or acceleration under any material agreement or instrument to
      which such Purchaser is a party, or by which he, it, or any of his, her or
      its
      assets is bound, (iii) result in the imposition of any lien on any Shares held
      by such Purchaser, (iv) violate or conflict with any applicable laws, or (v)
      require any consent, approval or other action of, notice to, or filing with
      any
      entity or person (governmental or private) other than the filing of a Form
      3 or
      a Schedule 13D if necessary in accordance with the Rules and Regulations
      promulgated under the Exchange Act.





4.3 Investment
      Representations and Warranties. Each Purchaser hereby represents and warrants
      to
      the Company the following:





(a) Such
      Purchaser will acquire the Shares to be purchased by him, her or it for his,
      her
      or its own account, for investment and not with a view to the distribution
      thereof, nor with any present intention of distributing the same.





(b) Such
      Purchaser understands that the Shares to be purchased by him, her or it: (i)
      will not be registered under the Securities Act or the securities laws of any
      state, by reason of their issuance in a transaction exempt from the registration
      or qualification requirements of the Securities Act (defined below) or such
      securities laws, the availability of which depends upon, among other things,
      the
      bona fide nature of the investment intent and the accuracy of such Purchaser's
      representations as expressed herein, and (ii) must be held indefinitely unless
      a
      subsequent disposition thereof is registered under the Securities Act or is
      exempt from registration.





(c) The
      Purchaser is an "accredited investor," as defined in Rule 501 (the provisions
      of
      which are known to such Purchaser) promulgated under the United States
      Securities Act of 1933, as amended (the "Securities Act").





(d) The
      Purchaser understands the Company has made no assurance that a public market
      for
      the Shares or any other class or series of Company capital stock will exist
      in
      the future.





(e) Based
      on
      such Purchaser's knowledge, experience and skill in evaluating and investing
      in
      securities derived from actual participation in financial, investment and
      business matters, such Purchaser is capable of evaluating the merits and risks
      of an investment in the Shares and the suitability of the Shares as an
      investment for such Purchaser.





(f) The
      Purchaser has had an opportunity to discuss the business, management and
      financial affairs of the Company and the terms and conditions of an investment
      in the Shares with, and has had access to, the management of the Company.


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          Generation International Inc. - Securities Purchase
          Agreement


(g) The
      Purchaser is aware that no guarantees have been or can be made respecting the
      future value, if any, of the Shares or the profitability or success of the
      business of the Company.





4.4 Brokers
      and Finders. No person or entity acting on behalf or under the authority of
      such
      Purchaser is or will be entitled to any broker's, finder's, or similar fee
      or
      commission in connection with the transactions contemplated hereby.





4.5 Regulation
      S Representations.





(a) The
      Purchaser acknowledges and agrees that the Company shall, and shall instruct
      its
      transfer agent to, refuse to register any transfer of the Common Stock issued
      hereunder not made in accordance with the provisions of Regulation S, pursuant
      to registration under Securities Act or pursuant to an available exemption
      from
      registration.





(b) The
      Purchaser understands and acknowledges that the Shares have not been registered
      under the Securities Act and are being offered in reliance upon the exemptions
      provided in Regulation S of the Securities Act and the Rules and Regulations
      adopted thereunder. Accordingly, the Shares may not be offered or sold in the
      U.S. or to U.S. persons (as such term is used in Regulation S) unless the
      securities are registered under the Securities Act, or an exemption for the
      regulation requirements is available. Furthermore, hedging transactions
      involving the Shares may not be conducted unless in compliance with the
      Securities Act. The Purchaser makes the following representations and warranties
      to the Company with the intent that the same may be relied upon in determining
      the suitability of the Purchaser as a purchaser of securities:





(c) The
      Purchaser did not receive the offer for the Company for the Shares (the
“Offer”), nor was he, she or it solicited to purchase the Shares, in the United
      States; that this Agreement has not been executed or delivered by the Purchaser
      in the United States, and neither the Purchaser nor any person acting on behalf
      of the Purchaser has engaged, directly or indirectly, in any negotiations with
      respect to the Offer or this Agreement in the United States;





(d) The
      Purchaser is not a U.S. person (i.e., (i) not an individual resident in the
      U.S.; (ii) a partnership or corporation organized or incorporated in the United
      States; (iii) an estate of which any executor or administrator is a U.S. person;
      (iv) a trust of which any trustee is a U.S. person; (v) a dealer holding an
      account for a customer; (vi) an agency or branch of a foreign entity located
      in
      the U.S.; or (vii) a partnership or corporation (A) organized or incorporated
      under the laws of any foreign jurisdiction and (B) formed by a U.S. person
      principally for the purpose of investing in securities not registered under
      the
      Securities Act and is not acquiring the Shares for the account or benefit of
      a
      U.S. person;





(e) The
      Purchaser is not purchasing the Shares as a result of or subsequent to (i)
      any
      advertisement, article, notice or other communication published in any
      newspaper, magazine or other publication or broadcast over television or radio
      in the U.S.; (ii) any promotional seminar or meeting in the U.S., or (iii)
      any
      solicitation by a person not previously known to him or it in connection with
      investments in securities generally; and


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 XL
          Generation International Inc. - Securities Purchase
          Agreement





(f) The
      Shares have not been registered under the Securities Act or under any state
      securities laws and that the Purchaser agrees to transfer his, her or its Shares
      in the U.S. or to, or for the account or benefit of, U.S. persons only if (i)
      the Shares are duly registered under the Securities Act and all applicable
      state
      securities laws; or (ii) there is an exemption from registration under the
      Securities Act, including any exemption from the registration requirements
      of
      the Securities Act which may be available pursuant to Rule 903 or Rule 904
      under
      Regulation S, and all applicable state securities laws; that prior to any such
      transfer the Company may require, as a condition affecting a transfer of the
      Shares, an opinion of counsel in form and substance satisfactory to the Company
      as to the registration or exemption therefrom under the Securities Act and
      applicable state securities laws; that the Company is under no obligation to
      register the Shares under the Securities Act or any applicable state securities
      laws on its or his or her behalf or to assist it or him or her in complying
      with
      any exemption from such registration;





(g) Except
      as
      distributed by Purchaser in accordance with the requirements and provisions
      of
      Rule 903 of Regulation S (i.e., the Shares may be allocated and distributed
      to
      Purchaser’s managed accounts so long as such distribution is made by Purchaser
      in the manner specified by Rule 903), the Shares will be acquired solely for
      the
      account of the Purchaser, for investment purposes only, and not with a view
      to,
      or for sale in connection with, any distribution thereof and with no present
      intention of distributing or reselling any part of the Shares.





(h) The
      Purchaser agrees not to sell, pledge, transfer, dispose of, or otherwise deal
      with or engage in hedging transactions involving, his or her Shares or any
      portion thereof except as otherwise permitted herein, unless and until counsel
      for the Company shall have determined that the intended disposition or action
      is
      permissible and does not violate the Securities Act or any applicable state
      securities laws, or the rules and regulations thereunder.





(i) The
      Purchasers jurisdiction of residence as set forth on the signature page hereto
      is true and correct.





(j) The
      Purchaser hereby states that he/she is acquainted with the requirements of
      Section 13(d) of the Securities Exchange Act of 1934 and the rules and
      regulations issued thereunder. The Purchaser understands that, as a result
      of
      its acquisition of Shares, and in order to comply with Section 13(d) and the
      rules and regulations issued thereunder, Purchaser may be required to file
      a
      Schedule 13D and hereby agrees to make such filing if so required.





5. Transfer
      of Shares.





5.1 Restricted
      Shares. "Restricted Shares" means (a) the Shares and (b) any other shares of
      capital stock of the Company issued in respect of such shares (as a result
      of
      stock splits, stock dividends, reclassifications, recapitalizations or similar
      events); provided, however, that shares of Common Stock which are Restricted
      Shares shall cease to be Restricted Shares (x) upon any sale pursuant to a
      registration statement under the Securities Act, Section 4(1) of the Securities
      Act or Rule 144 under the Securities Act or (y) at such time as they become
      eligible for sale under Rule 144(k) under the Securities Act.


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          Generation International Inc. - Securities Purchase
          Agreement


5.2 Transfers.
      Restricted Shares shall not be sold or transferred unless either (i) they first
      shall have been registered under the Securities Act, or (ii) such sale or
      transfer is exempt from the registration requirements of the Securities
      Act.





5.3 Legend.
      Each certificate representing Restricted Shares shall bear a legend
      substantially in the following form:





THE
      SECURITY OR SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
      ANY
      STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD TO ANY PERSON EXCEPT
      AS
      SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT: (1) IT
      WILL
      NOT RESELL OR OTHERWISE TRANSFER THE SHARES EVIDENCED HEREBY EXCEPT (A) IN
      AN
      OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S OR
      (B)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT (IF AVAILABLE) OR ANOTHER THEN AVAILABLE EXEMPTION UNDER THE
      SECURITIES ACT AND STATE SECURITIES LAWS OR, (C) IN A TRANSACTION THAT DOES
      NOT
      REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS,
      OR
      (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
      UNDER
      THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH
      TRANSFER); (2) PRIOR TO ANY SUCH TRANSFER, IT WILL FURNISH TO XL GENERATION
      INTERNATIONAL INC. AND THE TRANSFER AGENT FOR THE COMMON STOCK SUCH
      CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS XL GENERATION
      INTERNATIONAL INC. OR SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
      THAT
      SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
      NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR STATE
      SECURITIES LAWS; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON
      STOCK
      EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
      LEGEND. FURTHERMORE, HEDGING TRANSACTIONS INVOLVING THE SECURITIES EVIDENCED
      HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.





The
      foregoing legend shall be removed from the certificates representing any
      Restricted Shares, at the request of the holder thereof, at such time as they
      become eligible for resale pursuant to Rule 144(k) under the Securities
      Act.





6. Miscellaneous.





6.1 Exchange
      Act Filings. As soon as practicable after the Closing, the Company will make
      all
      finings with the U.S. Securities and Exchange Commission as required under
      the
      Exchange Act in connection with the transactions contemplated by this Agreement
      and the Purchasers


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 XL
          Generation International Inc. - Securities Purchase
          Agreement


hereby
      consent to all disclosures required thereunder in respect of such filings as
      determined by the Company in its sole discretion.





6.2 Successors
      and Assigns. This Agreement, and the rights and obligations of each Purchaser
      hereunder, may be assigned by such Purchaser to (a) any person or entity to
      which Shares are transferred by such Purchaser, or (b) to any to any affiliate,
      partner, member, stockholder or subsidiary of such Purchaser, and, in each
      case,
      such transferee shall be deemed a "Purchaser" for purposes of this Agreement;
      provided that each such assignment of rights shall be contingent upon the
      transferee providing a written instrument to the Company notifying the Company
      of such transfer and assignment and agreeing in writing to be bound by the
      terms
      of this Agreement. The Company may not assign its rights under this
      Agreement.





6.3 Severability;
      Survival. The invalidity or unenforceability of any provision of this Agreement
      shall not affect the validity or enforceability of any other provision of this
      Agreement. The representations and warranties of the Company and the Purchasers
      shall survive the execution and delivery hereof and the Closing.





6.4 Specific
      Performance. In addition to any and all other remedies that may be available
      at
      law in the event of any breach of this Agreement, each Purchaser shall be
      entitled to specific performance of the agreements and obligations of the
      Company hereunder and to such other injunctive or other equitable relief as
      may
      be granted by a court of competent jurisdiction.





6.5 Governing
      Law. This Agreement shall be governed by and construed in accordance with the
      laws of the State of New York (without regard to conflicts of laws
      provisions).





6.6 Notices.
      All notices, requests, consents and other communications under this Agreement
      shall be in writing and shall be deemed delivered (a) three business days after
      being sent by registered or certified mail, return receipt requested, postage
      prepaid or (b) one business day after being sent via a reputable nationwide
      overnight courier service guaranteeing next business day delivery, in each
      case
      to the intended recipient as set forth below:





If
      to the
      Company, at the address of record as on file with the U.S. Securities and
      Exchange Commission or at such other address as may have been furnished in
      writing by the Company to the other parties hereto; or





If
      to a
      Purchaser, at the address set forth below or at such other address as may have
      been furnished in writing by such Purchaser to the other parties
      hereto.





Any
      party
      may give any notice, request, consent or other communication under this
      Agreement using any other means (including, without limitation, personal
      delivery, messenger service, telecopy, first class mail or electronic mail),
      but
      no such notice, request, consent or other communication shall be deemed to
      have
      been duly given unless and until it is actually received by the party for whom
      it is intended. Any party may change the address to which notices, requests,
      consents or other communications hereunder are to be delivered by giving the
      other parties notice in the manner set forth in this Section.


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          Generation International Inc. - Securities Purchase
          Agreement


6.7 Complete
      Agreement. This Agreement (including its Exhibits) constitutes the entire
      agreement and understanding of the parties hereto with respect to the subject
      matter hereof and supersedes all prior agreements and understandings relating
      to
      such subject matter.





6.8 Third
      Party Beneficiaries. This Agreement is intended for the benefit of the parties
      hereto and their respective permitted successors and assigns and is not for
      the
      benefit of, nor may any provision hereof be enforced by, any other
      person.





6.9 Amendments
      and Waivers. This Agreement may be amended or terminated and the observance
      of
      any term of this Agreement may be waived with respect to all parties to this
      Agreement (either generally or in a particular instance and either retroactively
      or prospectively), with the written consent of the Company and the holders
      of a
      majority of the Shares then held by all Purchasers. The Company shall give
      prompt written notice of any amendment or termination hereof or waiver hereunder
      to any party hereto that did not consent in writing to such amendment,
      termination or waiver. Any amendment, termination or waiver effected in
      accordance with this Section 6.9 shall be binding on all parties hereto, even if
      they do not execute such consent; provided, that any amendment, termination
      or
      waiver of any provision of this Agreement that does not affect all Purchasers
      in
      the same way shall require the prior written consent of all Purchasers who
      would
      be subject to such disparate treatment. No waivers of or exceptions to any
      term,
      condition or provision of this Agreement, in any one or more instances, shall
      be
      deemed to be, or construed as, a further or continuing waiver of any such term,
      condition or provision.





6.10 Fees
      and
      Expenses. Each party shall pay the fees and expenses of its advisors, counsel,
      accountants and other experts, if any, and all other expenses, incurred by
      such
      party incident to the negotiation, preparation, execution, delivery and
      performance of this Agreement.





6.11 Validity
      of Representations. The Company offer and sale of the Shares has been
      conditioned on exemptions from registration based upon the validity of the
      representations, warranties and covenants of each Purchaser. Each Purchaser
      severally but not jointly agrees to indemnify and hold harmless the Company
      and
      its directors, officers, affiliates, agents, successors and assigns from and
      against any and all losses, liabilities, deficiencies, costs, damages and
      expenses (including, without limitation, reasonable attorneys’ fees, charges and
      disbursements) incurred by the Company as result of any inaccuracy in or breach
      of the representations, warranties or covenants made by such Purchaser herein.
      The agreement hereby with each Purchaser is deemed to be a separate agreement,
      and the sale of Shares to each such Purchaser is a separate sale.





6.12 Section
      Headings and References; Construction. The section headings are for the
      convenience of the parties and in no way alter, modify, amend, limit or restrict
      the contractual obligations of the parties. Any reference in this agreement
      to a
      particular section or subsection shall refer to a section or subsection of
      this
      Agreement, unless specified otherwise. Whenever the context may require, any
      pronouns used in this Agreement shall include the corresponding masculine,
      feminine or neuter forms, and the singular form of nouns and pronouns shall
      include the plural, and vice versa.


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          Generation International Inc. - Securities Purchase
          Agreement


6.13 Counterparts;
      Facsimile Signatures. This Agreement may be executed in any number of
      counterparts, each of which shall be deemed to be an original, and all of which
      shall constitute one and the same document. This Agreement may be executed
      by
      facsimile signatures.


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          Generation International Inc. - Securities Purchase
          Agreement





IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the date first above
      written.




XL
      GENERATION INTERNATIONAL INC.





By: /s/
      Alain
      Lemieux


Name:
      Alain Lemieux


Title:
      C.E.O








PURCHASER:
      ATON SELECT FUND LTD.





By: /s/
      Dr.
      Werner Keicher


Name:
      Dr.
      Werner Keicher


Title:
      Director




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**EXHIBIT
      A** ****


**LIST
      OF PURCHASERS**




Name
                of Purchasers Aton Select Fund Ltd.
            **Investment
                Amount, Number of Shares**Address:Aeulestrasse
                5
            Price
                Per ShareUS$2.00FL-9490
                Vaduz
            Investment
                Amount:US$500,000.00Liechtenstein
            Shares
                Purchased250
                000Jurisdiction
                of Residence/Corporate Domicile: B.V.I.




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