THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR XL GENERATION INTERNATIONAL INC. SHALL HAVE
RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE
SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
NOT REQUIRED.

                          SERIES A WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                        XL GENERATION INTERNATIONAL INC.

                           Expires November 8th, 2007

No.: W-A-01-01                                       Number of Shares: 1,111,111
Date of Issuance: November 8th, 2005

      FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the
undersigned, Xl Generation International Inc., a Nevada corporation (together
with its successors and assigns, the "Issuer"), hereby certifies that Aton
Select Fund Ltd. or its registered assigns is entitled to subscribe for and
purchase, during the Term (as hereinafter defined), up to One Million One
Hundred Eleven Thousand One Hundred Eleven (1,111,111) shares (subject to
adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 9 hereof.

      1. Term. The term of this Warrant shall commence on November 8th, 2005 and
shall expire at 5:00 p.m., eastern time, on November 8th, 2007 (such period
being the "Term").

      2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.

      (a) Time of Exercise. The purchase rights represented by this Warrant may
be exercised in whole or in part at any time during the Term.


                                      -1-
<PAGE>

      (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
"cashless exercise" in accordance with the provisions of subsection (c) of this
Section 2, but only until the date that a registration statement under the
Securities Act providing for the resale of the Warrant Stock has been declared
effective by the Securities and Exchange Commission, or (iii) by a combination
of the foregoing methods of payment selected by the Holder of this Warrant.

      (c) Cashless Exercise. Notwithstanding any provisions herein to the
contrary, if (i) the Per Share Market Value of one share of Common Stock is
greater than the Warrant Price (at the date of calculation as set forth below)
and (ii) a registration statement under the Securities Act providing for the
resale of the Warrant Stock has not been declared effective by the Securities
and Exchange Commission, in lieu of exercising this Warrant by payment of cash,
the Holder may exercise this Warrant by a cashless exercise and shall receive
the number of shares of Common Stock equal to an amount (as determined below) by
surrender of this Warrant at the principal office of the Issuer together with
the properly endorsed Notice of Exercise in which event the Issuer shall issue
to the Holder a number of shares of Common Stock computed using the following
formula:

            X = Y - (A)(Y)
                           B

Where       X = the number of shares of Common Stock to be issued to the Holder.

            Y = the number of shares of Common Stock purchasable upon exercise
                of all of the Warrant or, if only a portion of the Warrant is
                being exercised, the portion of the Warrant being exercised.

            A = the Warrant Price.

            B = the Per Share Market Value of one share of Common Stock.

      (d) Issuance of Stock Certificates. In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise or, at the request of the Holder (provided that a registration
statement under the Securities Act providing for the resale of the Warrant Stock
is then in effect), issued and delivered to the Depository Trust Company ("DTC")
account on the Holder's behalf via the Deposit Withdrawal Agent Commission
System ("DWAC"), within a reasonable time, not exceeding three (3) Trading Days
after such exercise, and the Holder hereof shall be deemed for all purposes to
be the holder of the shares of Warrant Stock so purchased as of the date of such


                                      -2-
<PAGE>

exercise and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.

      (e) Transferability of Warrant. Subject to Section 2(f), this Warrant may
be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph and subject to the provisions of Section 2(f), this
Warrant may be transferred on the books of the Issuer by the Holder hereof in
person or by duly authorized attorney, upon surrender of this Warrant at the
principal office of the Issuer, properly endorsed (by the Holder executing an
assignment in the form attached hereto) and upon payment of any necessary
transfer tax or other governmental charge imposed upon such transfer. This
Warrant is exchangeable at the principal office of the Issuer for Warrants to
purchase the same aggregate number of shares of Warrant Stock, each new Warrant
to represent the right to purchase such number of shares of Warrant Stock as the
Holder hereof shall designate at the time of such exchange. All Warrants issued
upon a transfer or exchange shall be dated the Original Issue Date and shall be
identical with this Warrant except as to the number of shares of Warrant Stock
issuable pursuant hereto.

      (f) Compliance with Securities Laws.

            (i) The Holder of this Warrant, by acceptance hereof, acknowledges
      that this Warrant or the shares of Warrant Stock to be issued upon
      exercise hereof, as applicable, are being acquired for the Holder's own
      account and not as a nominee for any other party, and for investment, and
      that the Holder will not offer, sell or otherwise dispose of this Warrant
      or any shares of Warrant Stock to be issued upon exercise hereof, except
      pursuant to an effective registration statement, or an exemption from
      registration, under the Securities Act and any applicable state securities
      laws.

            (ii) Except as provided in Section 2(f)(iii), this Warrant and all
      certificates representing shares of Warrant Stock issued upon exercise
      hereof shall be stamped or imprinted with a legend in substantially the
      following form:

      THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
      SECURITIES ACT AND UNDER APPLICABLE STA TE SECURITIES LAWS OR XL
      GENERATION INTERNATIONAL INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
      THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


                                      -3-
<PAGE>

      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.

            (iii) The Issuer agrees to reissue this Warrant or certificates
      representing any of the Warrant Stock, without the legend set forth above
      if at such time, prior to making any transfer of any such securities, the
      Holder shall give written notice to the Issuer describing the manner and
      terms of such transfer and removal as the Issuer may reasonably request.
      Such proposed transfer and removal will not be effected until: (a) either
      (i) the Issuer has received an opinion of counsel reasonably satisfactory
      to the Issuer, to the effect that the registration of such securities
      under the Securities Act is not required in connection with such proposed
      transfer, (ii) a registration statement under the Securities Act covering
      such proposed disposition has been filed by the Issuer with the Securities
      and Exchange Commission and has become effective under the Securities Act,
      (iii) the Issuer has received other evidence reasonably satisfactory to
      the Issuer that such registration and qualification under the Securities
      Act and state securities laws are not required, or (iv) the Holder
      provides the Issuer with reasonable assurances that such security can be
      sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the


                                      -4-
<PAGE>

      Issuer has received an opinion of counsel reasonably satisfactory to the
      Issuer, to the effect that registration or qualification under the
      securities or "blue sky" laws of any state is not required in connection
      with such proposed disposition, or (ii) compliance with applicable state
      securities or "blue sky" laws has been effected or a valid exemption
      exists with respect thereto. The Issuer will respond to any such notice
      from the Holder within five (5) business days. In the case of any proposed
      transfer under this Section 2(f), the Issuer will use reasonable best
      efforts to comply with any such applicable state securities or "blue sky"
      laws, but shall in no event be required, (x) to qualify to do business in
      any state where it is not then qualified, or (y) to take any action that
      would subject it to tax or to the general service of process in any state
      where it is not then subject. The restrictions on transfer contained in
      this Section 2(f) shall be in addition to, and not by way of limitation
      of, any other restrictions on transfer contained in any other section of
      this Warrant. Whenever a certificate representing the Warrant Stock is
      required to be issued to a the Holder without a legend, in lieu of
      delivering physical certificates representing the Warrant Stock, provided
      the Issuer's transfer agent is participating in the DTC Fast Automated
      Securities Transfer program, the Issuer shall use its reasonable best
      efforts to cause its transfer agent to electronically transmit the Warrant
      Stock to the Holder by crediting the account of the Holder's Prime Broker
      with DTC through DWAC (to the extent not inconsistent with any provisions
      of this Warrant or the Purchase Agreement).

      3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

      (a) Stock Fully Paid. The Issuer represents, and warrants to the Holder,
and covenants and agrees for the benefit of the Holder that all shares of
Warrant Stock which may be issued upon the exercise of this Warrant or otherwise
hereunder will, upon issuance, be duly authorized, validly issued, fully paid
and non-assessable and free from all taxes, liens, charges or other encumbrances
of any nature whatsoever created by or through the Issuer. The Issuer further
covenants and agrees that during the period within which this Warrant may be
exercised, the Issuer will at all times have authorized and reserved for the
purpose of the issue upon exercise of this Warrant a sufficient number of shares
of Common Stock to provide for the exercise of this Warrant.

      (b) Reservation. If any shares of Common Stock required to be reserved for
issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its best efforts at its expense to cause such shares to be duly
registered or qualified. If the Issuer shall list any shares of Common Stock on
any securities exchange or market it will, at its expense, list thereon,
maintain and increase when necessary such listing, of, all shares of Warrant
Stock from time to time issued upon exercise of this Warrant or as otherwise
provided hereunder (provided that such Warrant Stock has been registered
pursuant to a registration statement under the Securities Act then in effect),
and, to the extent permissible under the applicable securities exchange rules,
all unissued shares of Warrant Stock which are at any time issuable hereunder,
so long as any shares of Common Stock shall be so listed. The Issuer will also
so list on each securities exchange or market, and will maintain such listing
of, any other securities which the Holder of this Warrant shall be entitled to
receive upon the exercise of this Warrant if at the time any securities of the
same class shall be listed on such securities exchange or market by the Issuer.


                                      -5-
<PAGE>

      (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other action, avoid or seek to
avoid the observance or performance of any of the terms or provisions of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of the Holder hereof against dilution (to the
extent specifically provided herein) or impairment. Without limiting the
generality of the foregoing, the Issuer will (i) not permit the par value, if
any, of its Common Stock to exceed the then effective Warrant Price, (ii) not
amend or modify any provision of the Articles of Incorporation or by-laws of the
Issuer in any manner that would adversely affect the rights of the Holder of
this Warrant, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
reasonably necessary to enable the Issuer to perform its obligations under this
Warrant.

      (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security reasonably satisfactory to
the Issuer or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Issuer will make and deliver, in lieu of such
lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same number of shares of Common Stock.

      4. Adjustment of Warrant Price and Warrant Share Number. The number of
shares of Common Stock for which this Warrant is exercisable, and the price at
which such shares may be purchased upon exercise of this Warrant, shall be
subject to adjustment from time to time as set forth in this Section 4. The
Issuer shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.


                                      -6-
<PAGE>

      (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

            (i) In case the Issuer after the Original Issue Date shall do any of
      the following (each, a "Triggering Event"): (a) consolidate with or merge
      into any other Person and the Issuer shall not be the continuing or
      surviving corporation of such consolidation or merger, or (b) permit any
      other Person to consolidate with or merge into the Issuer and the Issuer
      shall be the continuing or surviving Person but, in connection with such
      consolidation or merger, any Capital Stock of the Issuer shall be changed
      into or exchanged for Securities of any other Person or cash or any other
      property, or (c) transfer all or substantially all of its properties or
      assets to any other Person, or (d) effect a capital reorganization or
      reclassification of its Capital Stock, then, and in the case of each such
      Triggering Event, proper provision shall be made so that, upon the basis
      and the terms and in the manner provided in this Warrant, the Holder of
      this Warrant shall be entitled upon the exercise hereof at any time after
      the consummation of such Triggering Event, to the extent this Warrant is
      not exercised prior to such Triggering Event, to receive at the Warrant
      Price in effect at the time immediately prior to the consummation of such
      Triggering Event in lieu of the Common Stock issuable upon such exercise
      of this Warrant prior to such Triggering Event, the Securities, cash and
      property to which such Holder would have been entitled upon the
      consummation of such Triggering Event if such Holder had exercised the
      rights represented by this Warrant immediately prior thereto, subject to
      adjustments (subsequent to such corporate action) as nearly equivalent as
      possible to the adjustments provided for elsewhere in this Section 4.

            (ii) Notwithstanding anything contained in this Warrant to the
      contrary, a Triggering Event shall not be deemed to have occurred if,
      prior to the consummation thereof, each Person (other than the Issuer)
      which may be required to deliver any Securities, cash or property upon the
      exercise of this Warrant as provided herein shall assume, by written
      instrument delivered to, and reasonably satisfactory to, the Holder of
      this Warrant, (A) the obligations of the Issuer under this Warrant (and if
      the Issuer shall survive the consummation of such Triggering Event, such
      assumption shall be in addition to, and shall not release the Issuer from,
      any continuing obligations of the Issuer under this Warrant) and (B) the
      obligation to deliver to such Holder such Securities, cash or property as,
      in accordance with the foregoing provisions of this subsection (a), such
      Holder shall be entitled to receive, and such Person shall have similarly
      delivered to such Holder an opinion of counsel for such Person, which
      counsel shall be reasonably satisfactory to such Holder, or in the
      alternative, a written acknowledgement executed by the President or Chief
      Financial Officer of the Issuer, stating that this Warrant shall
      thereafter continue in full force and effect and the terms hereof
      (including, without limitation, all of the provisions of this subsection
      (a)) shall be applicable to the Securities, cash or property which such
      Person may be required to deliver upon any exercise of this Warrant or the
      exercise of any rights pursuant hereto.

      (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

            (i) take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend payable in, or other distribution
      of, shares of Common Stock,


                                      -7-
<PAGE>

            (ii) subdivide its outstanding shares of Common Stock into a larger
      number of shares of Common Stock, or

            (iii) combine its outstanding shares of Common Stock into a smaller
      number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

      (c) Certain Other Distributions. If at any time the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive any dividend or other distribution of:

            (i) cash (other than a cash dividend payable out of earnings or
      earned surplus legally available for the payment of dividends under the
      laws of the jurisdiction of incorporation of the Issuer),

            (ii) any evidences of its indebtedness, any shares of stock of any
      class or any other securities or property of any nature whatsoever (other
      than cash, Common Stock Equivalents or Additional Shares of Common Stock),
      or

            (iii) any warrants or other rights to subscribe for or purchase any
      evidences of its indebtedness, any shares of stock of any class or any
      other securities or property of any nature whatsoever (other than cash,
      Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights so distributable,
and (2) the


                                      -8-
<PAGE>

Warrant Price then in effect shall be adjusted to equal (A) the Warrant Price
then in effect multiplied by the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to the adjustment divided by (B) the
number of shares of Common Stock for which this Warrant is exercisable
immediately after such adjustment. A reclassification of the Common Stock (other
than a change in par value, or from par value to no par value or from no par
value to par value) into shares of Common Stock and shares of any other class of
stock shall be deemed a distribution by the Issuer to the holders of its Common
Stock of such shares of such other class of stock within the meaning of this
Section 4(c) and, if the outstanding shares of Common Stock shall be changed
into a larger or smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination, as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section 4(b).

      (d) Issuance of Additional Shares of Common Stock.

            (i) In the event the Issuer shall at any time issue any Additional
Shares of Common Stock (otherwise than as provided in the foregoing subsections
(b) through (c) of this Section 4), at a price per share less than the Per Share
Market Value on the date of such issuance or without consideration, then the
Warrant Price upon each such issuance shall be adjusted to that price determined
by multiplying the Warrant Price then in effect by a fraction:

                  (A) the numerator of which shall be equal to the sum of (x)
            the number of shares of Outstanding Common Stock immediately prior
            to the issuance of such Additional Shares of Common Stock plus (y)
            the number of shares of Common Stock which the aggregate
            consideration for the total number of such Additional Shares of
            Common Stock so issued would purchase at a price per share equal to
            the Warrant Price then in effect, and

                  (B) the denominator of which shall be equal to the number of
            shares of Outstanding Common Stock immediately after the issuance of
            such Additional Shares of Common Stock.

            (ii) The provisions of paragraph (i) of Section 4(d) shall not apply
to any issuance of Additional Shares of Common Stock for which an adjustment is
provided under Section 4(b) or 4(c). No adjustment of the number of shares of
Common Stock for which this Warrant shall be exercisable shall be made under
paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of
Common Stock which are issued pursuant to the exercise of any Common Stock
Equivalents, if any such adjustment shall previously have been made upon the
issuance of such Common Stock Equivalents (or upon the issuance of any warrant
or other rights therefor) pursuant to Section 4(e) or Section 4(f).

      (e) Issuance of Warrants or Other Rights. If at any time the Issuer shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive a distribution of, or shall in any manner (whether directly or
by assumption in a merger in which the Issuer is the surviving corporation)
issue or sell, any Common Stock Equivalents (or issue any warrant or other
rights therefor), whether or not the rights to exchange or convert thereunder
are immediately exercisable, and the price per share for which Common Stock is
issuable upon the exercise of such Common Stock Equivalents (or any warrant or
other rights therefor) shall be less than the Warrant Price in effect
immediately prior to the time of such issue or sale, then the number of shares
for which this Warrant is exercisable and the Warrant Price then in effect shall
be adjusted as provided in Section 4(d) on the basis that the maximum number of
Additional Shares of Common Stock issuable pursuant to all such Common Stock
Equivalents (or upon the issuance of any warrant or other rights therefor) shall
be


                                      -9-
<PAGE>

deemed to have been issued and outstanding and the Issuer shall have received
all of the consideration payable therefor, if any, as of the date of the actual
issuance of such warrants or other rights. No adjustments of the Warrant Price
then in effect or the number of Warrant Shares for which this Warrant is
exercisable shall be made upon the actual issue of such Common Stock or of such
Common Stock Equivalents upon exercise of such warrants or other rights or upon
the actual issue of such Common Stock upon such conversion or exchange of such
Common Stock Equivalents.

      (f) Issuance of Common Stock Equivalents. If at any time the Issuer shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive a distribution of, or shall in any manner (whether directly or
by assumption in a merger in which the Issuer is the surviving corporation)
issue or sell, any Common Stock Equivalents, whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the price per
share for which Common Stock is issuable upon such conversion or exchange shall
be less than the Warrant Price in effect immediately prior to the time of such
issue or sale, then the number of shares of Common Stock for which this Warrant
is exercisable and the Warrant Price then in effect shall be adjusted as
provided in Section 4(d) on the basis that the maximum number of Additional
Shares of Common Stock necessary to effect the conversion or exchange of all
such Common Stock Equivalents shall be deemed to have been issued and
outstanding and the Issuer shall have received all of the consideration payable
therefor, if any, as of the date of actual issuance of such Common Stock
Equivalents. No further adjustment of the number of shares of Common Stock for
which this Warrant is exercisable and the Warrant Price then in effect shall be
made under this Section 4(f) upon the issuance of any Common Stock Equivalents
which are issued pursuant to the exercise of any warrants or other subscription
or purchase rights therefor, if any such adjustment shall previously have been
made upon the issuance of such warrants or other rights pursuant to Section
4(e). No further adjustments of the number of shares of Common Stock for which
this Warrant is exercisable and the Warrant Price then in effect shall be made
upon the actual issue of such Common Stock upon conversion or exchange of such
Common Stock Equivalents.

      (g) Superseding Adjustment. If, at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect shall have been made pursuant to Section 4(e) or
Section 4(f) as the result of any issuance of warrants, other rights or Common
Stock Equivalents, and (i) such warrants or other rights, or the right of
conversion or exchange in such other Common Stock Equivalents, shall expire, and
all or a portion of such warrants or other rights, or the right of conversion or
exchange with respect to all or a portion of such other Common Stock
Equivalents, as the case may be shall not have been exercised, or (ii) the
consideration per share for which shares of Common Stock are issuable pursuant
to such Common Stock Equivalents, shall be increased solely by virtue of
provisions therein contained for an automatic increase in such consideration per
share upon the occurrence of a specified date or event, then for each
outstanding Warrant such previous adjustment shall be rescinded and annulled and
the Additional Shares of Common Stock which


                                      -10-
<PAGE>

were deemed to have been issued by virtue of the computation made in connection
with the adjustment so rescinded and annulled shall no longer be deemed to have
been issued by virtue of such computation. Upon the occurrence of an event set
forth in this Section 4(g) above, there shall be a recomputation made of the
effect of such Common Stock Equivalents on the basis of: (i) treating the number
of Additional Shares of Common Stock or other property, if any, theretofore
actually issued or issuable pursuant to the previous exercise of any such
warrants or other rights or any such right of conversion or exchange, as having
been issued on the date or dates of any such exercise and for the consideration
actually received and receivable therefor, and (ii) treating any such Common
Stock Equivalents which then remain outstanding as having been granted or issued
immediately after the time of such increase of the consideration per share for
which shares of Common Stock or other property are issuable under such Common
Stock Equivalents; whereupon a new adjustment of the number of shares of Common
Stock for which this Warrant is exercisable and the Warrant Price then in effect
shall be made, which new adjustment shall supersede the previous adjustment so
rescinded and annulled.

      (h) Purchase of Common Stock by the Issuer. If the Issuer at any time
while this Warrant is outstanding shall, directly or indirectly through a
Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value, then
the Warrant Price upon each such purchase, redemption or acquisition shall be
adjusted to that price determined by multiplying such Warrant Price by a
fraction (i) the numerator of which shall be the number of shares of Outstanding
Common Stock immediately prior to such purchase, redemption or acquisition minus
the number of shares of Common Stock which the aggregate consideration for the
total number of such shares of Common Stock so purchased, redeemed or acquired
would purchase at the Per Share Market Value; and (ii) the denominator of which
shall be the number of shares of Outstanding Common Stock immediately after such
purchase, redemption or acquisition. For the purposes of this subsection (h),
the date as of which the Per Share Market Price shall be computed shall be the
earlier of (x) the date on which the Issuer shall enter into a firm contract for
the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual purchase, redemption or acquisition of such Common Stock. For the
purposes of this subsection (h), a purchase, redemption or acquisition of a
Common Stock Equivalent shall be deemed to be a purchase of the underlying
Common Stock, and the computation herein required shall be made on the basis of
the full exercise, conversion or exchange of such Common Stock Equivalent on the
date as of which such computation is required hereby to be made, whether or not
such Common Stock Equivalent is actually exercisable, convertible or
exchangeable on such date.

      (i) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

            (i) Computation of Consideration. To the extent that any Additional
Shares of Common Stock or any Common Stock Equivalents (or any warrants or other
rights therefor) shall be issued for cash consideration, the consideration
received by the Issuer therefor shall be the amount of the cash received by the
Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock
Equivalents are offered by the Issuer for subscription, the subscription


                                      -11-
<PAGE>

price, or, if such Additional Shares of Common Stock or Common Stock Equivalents
are sold to underwriters or dealers for public offering without a subscription
offering, the initial public offering price (in any such case subtracting any
amounts paid or receivable for accrued interest or accrued dividends and without
taking into account any compensation, discounts or expenses paid or incurred by
the Issuer for and in the underwriting of, or otherwise in connection with, the
issuance thereof). To the extent that such issuance shall be for a consideration
other than cash, then, except as herein otherwise expressly provided, the amount
of such consideration shall be deemed to be the fair value of such consideration
at the time of such issuance as determined in good faith by the Board of
Directors of the Issuer. In case any Additional Shares of Common Stock or any
Common Stock Equivalents (or any warrants or other rights therefor) shall be
issued in connection with any merger in which the Issuer issues any securities,
the amount of consideration therefor shall be deemed to be the fair value, as
determined in good faith by the Board of Directors of the Issuer, of such
portion of the assets and business of the nonsurviving corporation as such Board
in good faith shall determine to be attributable to such Additional Shares of
Common Stock, Common Stock Equivalents, or any warrants or other rights
therefor, as the case may be. The consideration for any Additional Shares of
Common Stock issuable pursuant to any warrants or other rights to subscribe for
or purchase the same shall be the consideration received by the Issuer for
issuing such warrants or other rights plus the additional consideration payable
to the Issuer upon exercise of such warrants or other rights. The consideration
for any Additional Shares of Common Stock issuable pursuant to the terms of any
Common Stock Equivalents shall be the consideration received by the Issuer for
issuing warrants or other rights to subscribe for or purchase such Common Stock
Equivalents, plus the consideration paid or payable to the Issuer in respect of
the subscription for or purchase of such Common Stock Equivalents, plus the
additional consideration, if any, payable to the Issuer upon the exercise of the
right of conversion or exchange in such Common Stock Equivalents. In case of the
issuance at any time of any Additional Shares of Common Stock or Common Stock
Equivalents in payment or satisfaction of any dividends upon any class of stock
other than Common Stock, the Issuer shall be deemed to have received for such
Additional Shares of Common Stock or Common Stock Equivalents a consideration
equal to the amount of such dividend so paid or satisfied.

            (ii) When Adjustments to Be Made. The adjustments required by this
Section 4 shall be made whenever and as often as any specified event requiring
an adjustment shall occur, except that any adjustment of the number of shares of
Common Stock for which this Warrant is exercisable that would otherwise be
required may be postponed (except in the case of a subdivision or combination of
shares of the Common Stock, as provided for in Section 4(b)) up to, but not
beyond the date of exercise if such adjustment either by itself or with other
adjustments not previously made adds or subtracts less than one percent (1%) of
the shares of Common Stock for which this Warrant is exercisable immediately
prior to the making of such adjustment. Any adjustment representing a change of
less than such minimum amount (except as aforesaid) which is postponed shall be
carried forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would result in
a minimum adjustment or on the date of exercise. For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.


                                      -12-
<PAGE>

            (iii) Fractional Interests. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.

            (iv) When Adjustment Not Required. If the Issuer shall take a record
of the holders of its Common Stock for the purpose of entitling them to receive
a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.

      (j) Form of Warrant after Adjustments. The form of this Warrant need not
be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

      (k) Escrow of Warrant Stock. If after any property becomes distributable
pursuant to this Section 4 by reason of the taking of any record of the holders
of Common Stock, but prior to the occurrence of the event for which such record
is taken, and the Holder exercises this Warrant, any shares of Common Stock
issuable upon exercise by reason of such adjustment shall be deemed the last
shares of Common Stock for which this Warrant is exercised (notwithstanding any
other provision to the contrary herein) and such shares or other property shall
be held in escrow for the Holder by the Issuer to be issued to the Holder upon
and to the extent that the event actually takes place, upon payment of the
current Warrant Price. Notwithstanding any other provision to the contrary
herein, if the event for which such record was taken fails to occur or is
rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

      5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to one of the national
accounting firms currently known as the "big four" selected by the Holder;
provided that the Issuer shall have ten (10) days after receipt of notice from
such Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection. The firm selected by the Holder of this Warrant as provided in the
preceding sentence shall be instructed to deliver a written opinion as to such
matters to the Issuer and such Holder within thirty (30) days after submission
to it of such dispute. Such opinion shall be final and binding on the parties
hereto.


                                      -13-
<PAGE>

      6. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof, but in lieu of such fractional shares,
the Issuer shall make a cash payment therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

      7. Ownership Cap and Certain Exercise Restrictions. (a) Notwithstanding
anything to the contrary set forth in this Warrant, at no time may a Holder of
this Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would exceed, when aggregated with all other
shares of Common Stock owned by such Holder at such time, the number of shares
of Common Stock which would result in such Holder owning more than 4.999% of all
of the Common Stock outstanding at such time; provided, however, that upon the
Holder of this Warrant providing the Issuer with sixty-one (61) days notice
(pursuant to Section 12 hereof) (the "Waiver Notice") that such Holder would
like to waive this Section 7(a) with regard to any or all shares of Common Stock
issuable upon exercise of this Warrant, this Section 7(a) will be of no force or
effect with regard to all or a portion of the Warrant referenced in the Waiver
Notice; provided, further, that this provision shall be of no further force or
effect during the sixty-one (61) days immediately preceding the expiration of
the term of this Warrant.

            (b) The Holder may not exercise the Warrant hereunder to the extent
such exercise would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) in
excess of 9.999% of the then issued and outstanding shares of Common Stock,
including shares issuable upon exercise of this Warrant held by the Holder;
provided, however, that upon a holder of this Warrant providing the Issuer with
a Waiver Notice that such holder would like to waive this Section 7(b) with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 7(b) shall be of no force or effect with regard to those
shares of Warrant Stock referenced in the Waiver Notice; provided, further, that
this provision shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of this Warrant.

      8. Call. Notwithstanding anything herein to the contrary, the Issuer, at
its option, may call up to one hundred percent (100%) of this Warrant by
providing the Holder of this Warrant written notice pursuant to Section 13 (the
"Call Notice") if the Per Share Market Value of the Common Stock has been equal
to or greater than $5.00 for a period of thirty (30) consecutive Trading Days
immediately prior to the date of delivery of the Call Notice; provided, that (i)
a registration statement under the Securities Act providing for the resale of
the Warrant Stock and the Common Stock issued pursuant to the Purchase Agreement
is then in effect and has been effective, without lapse or suspension of any
kind, for a period of thirty (30) consecutive Trading Days, (ii) trading in the
Common Stock shall not have been suspended by the Securities and Exchange
Commission or the OTC Bulletin Board and (iii) the Issuer is in material
compliance with the terms and conditions of this Warrant and the other
Transaction Documents (as defined in the Purchase Agreement); provided, further,
that a registration statement under the Securities Act providing for the resale
of the Warrant Stock and the Common Stock issued pursuant to the Purchase
Agreement is in effect from the date of delivery of the Call Notice until the
date which is the later of (A) the date the Holder exercises the Warrant
pursuant to the Call Notice and (B) the 20th Trading Day after the Holder
receives the Call Notice (the "Early Termination Date"). The rights and
privileges granted pursuant to this


                                      -14-
<PAGE>

Warrant with respect to the shares of Warrant Stock subject to the Call Notice
(the "Called Warrant Shares") shall expire on the Early Termination Date if this
Warrant is not exercised with respect to such Called Warrant Shares prior to
such Early Termination Date. In the event this Warrant is not exercised with
respect to the Called Warrant Shares, the Issuer shall remit to the Holder of
this Warrant a new Warrant representing the number of shares of Warrant Stock,
if any, which shall not have been subject to the Call Notice upon the Holder
tendering to the Issuer the applicable Warrant certificate.

      9. Definitions. For the purposes of this Warrant, the following terms have
the following meanings:

            "Additional Shares of Common Stock" means all shares of Common Stock
      issued by the Issuer after the Original Issue Date, and all shares of
      Other Common, if any, issued by the Issuer after the Original Issue Date,
      except: (i) the Issuer's issuance of Common Stock and warrants therefore
      in connection with a merger, acquisition, or consolidation; provided that
      the Warrant Price shall be adjusted in accordance with Section 4(a)(i),
      (ii) the issuance of shares of Common Stock or warrants therefore in
      connection with strategic license agreements so long as such issuances are
      not for the purpose of raising capital, (iii) the Issuer's issuance of
      Common Stock or the issuance or grants of options to purchase Common Stock
      pursuant to the Issuer's stock option plans and employee stock purchase
      plans as they now exist, and (iv) the issuance of Common Stock upon the
      exercise or conversion of any securities outstanding on the date hereof.

            "Articles of Incorporation" means the Articles of Incorporation of
      the Issuer as in effect on the Original Issue Date, and as hereafter from
      time to time amended, modified, supplemented or restated in accordance
      with the terms hereof and thereof and pursuant to applicable law.

            "Board" shall mean the Board of Directors of the Issuer.

            "Capital Stock" means and includes (i) any and all shares,
      interests, participations or other equivalents of or interests in (however
      designated) corporate stock, including, without limitation, shares of
      preferred or preference stock, (ii) all partnership interests (whether
      general or limited) in any Person which is a partnership, (iii) all
      membership interests or limited liability company interests in any limited
      liability company, and (iv) all equity or ownership interests in any
      Person of any other type.

            "Common Stock" means the Common Stock, par value $0.001 per share,
      of the Issuer and any other Capital Stock into which such stock may
      hereafter be changed.

            "Common Stock Equivalent" means any Convertible Security or warrant,
      option or other right to subscribe for or purchase any Additional Shares
      of Common Stock or any Convertible Security.

            "Convertible Securities" means evidences of Indebtedness, shares of
      Capital Stock or other Securities which are or may be at any time
      convertible into or exchangeable for Additional Shares of Common Stock.
      The term "Convertible Security" means one of the Convertible Securities.


                                      -15-
<PAGE>

            "Governmental Authority" means any governmental, regulatory or
      self-regulatory entity, department, body, official, authority, commission,
      board, agency or instrumentality, whether federal, state or local, and
      whether domestic or foreign.

            "Holder" means the Person who holds this Warrant. The term "Holders"
      means one of the Persons who shall from time to time hold this Warrant.

            "Independent Appraiser" means a nationally recognized or major
      regional investment banking firm or firm of independent certified public
      accountants of recognized standing (which may be the firm that regularly
      examines the financial statements of the Issuer) that is regularly engaged
      in the business of appraising the Capital Stock or assets of corporations
      or other entities as going concerns, and which is not affiliated with
      either the Issuer or the Holder of any Warrant.

            "Issuer" means XL Generation International Inc., a Nevada
      corporation, and its successors and assigns.

            "Majority Holders" means at any time the Holders of Warrants
      exercisable for a majority of the shares of Warrant Stock issuable under
      the Warrants at the time outstanding.

            "Original Issue Date" means November 8th, 2005.

            "OTC Bulletin Board" means the over-the-counter electronic bulletin
      board.

            "Other Common" means any other Capital Stock of the Issuer of any
      class which shall be authorized at any time after the date of this Warrant
      (other than Common Stock) and which shall have the right to participate in
      the distribution of earnings and assets of the Issuer without limitation
      as to amount.

            "Outstanding Common Stock" means, at any given time, the aggregate
      amount of outstanding shares of Common Stock, assuming full exercise,
      conversion or exchange (as applicable) of all options, warrants and other
      Securities which are convertible into or exercisable or exchangeable for,
      and any right to subscribe for, shares of Common Stock that are
      outstanding at such time.

            "Person" means an individual, corporation, limited liability
      company, partnership, joint stock company, trust, unincorporated
      organization, joint venture, Governmental Authority or other entity of
      whatever nature.

            "Per Share Market Value" means on any particular date (a) the
      closing bid price for a share of Common Stock in the over-the-counter
      market, as reported by the OTC Bulletin Board or in the National Quotation
      Bureau Incorporated or similar organization or agency succeeding to its
      functions of reporting prices) at the close of business on such


                                      -16-
<PAGE>

      date, or (b) if the Common Stock is not then reported by the OTC Bulletin
      Board or the National Quotation Bureau Incorporated (or similar
      organization or agency succeeding to its functions of reporting prices),
      then the average of the "Pink Sheet" quotes for the relevant conversion
      period, as determined in good faith by the holder, or (c) if the Common
      Stock is not then publicly traded the fair market value of a share of
      Common Stock as determined by the Board in good faith; provided, however,
      that the Majority Holders, after receipt of the determination by the
      Board, shall have the right to select, jointly with the Issuer, an
      Independent Appraiser, in which case, the fair market value shall be the
      determination by such Independent Appraiser; and provided, further that
      all determinations of the Per Share Market Value shall be appropriately
      adjusted for any stock dividends, stock splits or other similar
      transactions during such period. The determination of fair market value
      shall be based upon the fair market value of the Issuer determined on a
      going concern basis as between a willing buyer and a willing seller and
      taking into account all relevant factors determinative of value, and shall
      be final and binding on all parties. In determining the fair market value
      of any shares of Common Stock, no consideration shall be given to any
      restrictions on transfer of the Common Stock imposed by agreement or by
      federal or state securities laws, or to the existence or absence of, or
      any limitations on, voting rights.

            "Purchase Agreement" means the Common Stock Purchase Agreement dated
      as of November 8th, 2005 among the Issuer and the Purchasers.

            "Purchasers" means the purchasers of Common Stock and Warrants
      issued by the Issuer pursuant to the Purchase Agreement.

            "Securities" means any debt or equity securities of the Issuer,
      whether now or hereafter authorized, any instrument convertible into or
      exchangeable for Securities or a Security, and any option, warrant or
      other right to purchase or acquire any Security. "Security" means one of
      the Securities.

            "Securities Act" means the Securities Act of 1933, as amended, or
      any similar federal statute then in effect.

            "Subsidiary" means any corporation at least 50% of whose outstanding
      Voting Stock shall at the time be owned directly or indirectly by the
      Issuer or by one or more of its Subsidiaries, or by the Issuer and one or
      more of its Subsidiaries.

            "Term" has the meaning specified in Section 1 hereof.

            "Trading Day" means (a) a day on which the Common Stock is traded on
      the OTC Bulletin Board, or (b) if the Common Stock is not traded on the
      OTC Bulletin Board, a day on which the Common Stock is quoted in the
      over-the-counter market as reported by the National Quotation Bureau
      Incorporated (or any similar organization or agency succeeding its
      functions of reporting prices); provided, however, that in the event that
      the Common Stock is not listed or quoted as set forth in (a) or (b)
      hereof, then Trading Day shall mean any day except Saturday, Sunday and
      any day which shall be a legal holiday or a day on which banking
      institutions in the State of New York are authorized or required by law or
      other government action to close.


                                      -17-
<PAGE>

            "Voting Stock" means, as applied to the Capital Stock of any
      corporation, Capital Stock of any class or classes (however designated)
      having ordinary voting power for the election of a majority of the members
      of the Board of Directors (or other governing body) of such corporation,
      other than Capital Stock having such power only by reason of the happening
      of a contingency.

      t 12 6 "Warrants" means the Warrants issued and sold pursuant to the
Purchase Agreement, including, without limitation, this Warrant, and any other
warrants of like tenor issued in substitution or exchange for any thereof
pursuant to the provisions of Section 2(c), 2(d) or 2(e) hereof or of any of
such other Warrants.

            "Warrant Price" initially means US$1.25, as such price may be
      adjusted from time to time as shall result from the adjustments specified
      in this Warrant, including Section 4 hereto.

            "Warrant Share Number" means at any time the aggregate number of
      shares of Warrant Stock which may at such time be purchased upon exercise
      of this Warrant, after giving effect to all prior adjustments and
      increases to such number made or required to be made under the terms
      hereof.

            "Warrant Stock" means Common Stock issuable upon exercise of any
      Warrant or Warrants or otherwise issuable pursuant to any Warrant or
      Warrants.

      10. Other Notices. In case at any time:

                  (A)   the Issuer shall make any distributions to the holders
                        of Common Stock; or

                  (B)   the Issuer shall authorize the granting to all holders
                        of its Common Stock of rights to subscribe for or
                        purchase any shares of Capital Stock of any class or
                        other rights; or

                  (C)   there shall be any reclassification of the Capital Stock
                        of the Issuer; or

                  (D)   there shall be any capital reorganization by the Issuer;
                        or

                  (E)   there shall be any (i) consolidation or merger involving
                        the Issuer or (ii) sale, transfer or other disposition
                        of all or substantially all of the Issuer's property,
                        assets or business (except a merger or other
                        reorganization in which the Issuer shall be the
                        surviving corporation and its shares of Capital Stock
                        shall continue to be outstanding and unchanged and
                        except a consolidation, merger, sale, transfer or other
                        disposition involving a wholly-owned Subsidiary); or


                                      -18-
<PAGE>

                  (F)   there shall be a voluntary or involuntary dissolution,
                        liquidation or winding-up of the Issuer or any partial
                        liquidation of the Issuer or distribution to holders of
                        Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the action in question and not less than ten (10) days prior
to the record date or the date on which the Issuer's transfer books are closed
in respect thereto. This Warrant entitles the Holder to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.

      11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

      12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
OF ITS PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD RESULT IN THE APPLICATION OF
THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION.

      13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by nationally recognized overnight courier service or
(iv) actual receipt by the party to whom such notice is required to be given.
The addresses for such communications shall be with respect to the Holder of
this


                                      -19-
<PAGE>

Warrant or of Warrant Stock issued pursuant hereto, addressed to such Holder at
its last known address or facsimile number appearing on the books of the Issuer
maintained for such purposes, or with respect to the Issuer, addressed to:

If to the Company:                  XL Generation International Inc.
                                    460 SAINT-GABRIEL
                                    Suite 21
                                    Montreal, Quebec, Canada,  H2Y 2Z9
                                    Attention: Alain Lemieux, President and CEO
                                    Tel. No.: 1-514-397-0575
                                    Fax No.: 1-514-397-0480

with copies (which copies
shall not constitute notice
to the Company) to:                 Mr. Travis Gering, Esq
                                    WUERSCH & GERING, LLP
                                    100, Wall Street, 21st Floor
                                    New York, NY 10005

                                    Tel. No.: (212) 509-5050
                                    Fax No.: (212) 509-9559

Copies of notices to the Holder shall be sent at the address of such Holder set
forth on Exhibit A to this Warrant. Any party hereto may from time to time
change its address for notices by giving at least ten (10) days written notice
of such changed address to the other party hereto.

      14. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in New York, New York for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

      15. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any breach or threatened breach by the Issuer in
the performance of or compliance with any of the terms or provisions of this
Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms or provisions may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms or provisions hereof or
otherwise.

      16. Successors and Assigns. This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holders of Warrant Stock.


                                      -20-
<PAGE>

      17. Severability. If, in any action before any court or agency legally
empowered to enforce any provision contained herein, any provision hereof is
found to be unenforceable, then such provision shall be deemed modified to the
extent necessary to make it enforceable by such court or agency. If any such
provision is not enforceable as set forth in the preceding sentence, the
unenforceability of such provision shall not affect the other provisions of this
Warrant, but this Warrant shall be construed as if such unenforceable provision
had never been contained herein.

      18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant and shall not influence the construction or interpretation of
this Warrant.


                                      -21-
<PAGE>

      IN WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of
the day and year first above written.

                                        XL GENERATION INTERNATIONAL INC.

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


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<PAGE>

                                  EXERCISE FORM
                                SERIES A WARRANT

                        XL GENERATION INTERNATIONAL INC.

      The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase t 0 0 _____ shares of Common Stock of
____________ covered by the within Warrant.

Dated: _________________            Signature   ___________________________

                                    Address     _____________________
                                                _____________________

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature   ___________________________

                                    Address     _____________________
                                                _____________________

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________            Signature   ___________________________

                                    Address     _____________________
                                                _____________________

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.


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