AGREEEMENT

1

AGREEEMENT

            BETWEEN:
            LA
              SOCIETE 421 PRODUCTIONS, anonymous Partnership
                and legal person lawfully established under Belgian law, having its
                headquarters at 479 avenue Xxxxxx in Brussels, represented by its
                Chief
                Executive, Mr. Xxxxx Xxxxxxx.
 
(hereinafter
                designated as “PRODUCTIONS”.)

            AND:

            XL
                GENERATION AG, legal person lawfully established under Swiss law,
                having
                its headquarters at 00 Xxxxxxxxxxxx, Xxx, Xxxxxxxxxxx, represented
                by
                Xxxxx Xxxxxxx, its president, duly authorized under the present as
                declared by signing this agreement;

(hereinafter
                designated as “XLG”.)

IT
      HAS
      BEEEN PREVIOUSLY EXPOSED WHAT FOLLOWS:
 
            ·

            Mr.
                Xxxxx Xxxxxxx ceded to PRODUCTIONS, the exclusivity in every country
                of
                the world for his professional and athletic involvements, notably
                the
                right to use his name and image for marketing and publicity
                purposes.

            ·

            XLG
                has developed a patented technology in synthetic sport flooring used
                notably for the practice of tennis but as well for other sports such
                as
                football and rugby. (the “PRODUCTS”).

            ·

            PRODUCTIONS
                has assured XLG that it could help it to promote and market the synthetic
                sport flooring to tennis courts(hereinafter designated as “Tennis
                Product”) by using the name and image of Xxxxx Xxxxxxx in his quality as
                a
                professional athlete.

2
 
            ·

            It
                is in these conditions that XLG proposed to PRODUCTIONS to enter
                in
                agreement with the latter to use, exclusively, the name and image
                of Xxxxx
                Xxxxxxx in his quality as a professional athlete, for usage towards
                the
                promotion and marketing of the tennis product (synthetic sport
                flooring).

            ·

            As
                well, it has been proposed to Mr. Xxxxx Xxxxxxx to intervene in the
                capacity of a negotiator to initiate and promote the marketing of
                the
                Tennis Product amongst all natural and legal persons, following the
                conditions and modalities foreseen
                hereinafter.

THEREFORE,
      THE PARTIES HAVE AGREED AS FOLLOWS:

            1.

            DEFINITIONS

            1.1

            Rights
                Ceded: The
                reproductions rights of the juridical personality by printing press,
                photography, and any other known or unknown technical means to this
                day.
                
            1.2

            Exploitation:
                Usage
                and exclusive exploitation , marketing, or promotional
                material.

            1.3

            Material:
                Any
                marketing and/or promotional material concerning the Tennis Product,
                patented technologies, or benefiting of an intellectual property
                for
                synthetic sport flooring used for tennis courts excluding any other
                usages.

            1.4

            Personality:
                The
                name, person, and image of Mr. Xxxxx Xxxxxxx, ceded originally to
                PRODUCTIONS, Intervener, as es
                quality
                representative of any and/or all attributes of the personality of
                Xxxxx
                Xxxxxxx.

            1.5

            Prestation
                concerned:
                Usage of the name, image of the player Mr. Xxxxx Xxxxxxx, as well
                as the
                Intervention of Mr. Xxxxx Xxxxxxx via PRODUCTIONS in his capacity
                as
                intermediary and negotiator in the commercialization of the Tennis
                Product.

            1.6

            Territory:
                The
                whole world.

            2.

            OBJECT
                AND REMUNERATION

2.1
      Subject to the terms and conditions established hereinafter, the present
agreement
      purposely entails on a double account to Mr. Xxxxx Xxxxxxx via PRODUCTIONS
      to be
      aware that:
 
              2.1.1.

              Regarding
                  the Rights Ceded, the usage of the image of Mr. Xxxxx Xxxxxxx to
                  promote and commercialize the Tennis Product against a remuneration
                  convened hereinafter;

3
 
            2.1.2.

            The
                personal intervention of Mr. Xxxxx Xxxxxxx via PRODUCTIONS in the
                negotiation and commercialization of the Tennis Product amongst any
                persons, against a sales commission, distinct from the remuneration
                foreseen in 2.1.1, convened hereinafter;

            2.1.3.

            The
                parties recognize that these are two separate agreements, the termination
                or cancellation of one will not automatically bring forth the termination
                or cancellation of the other.

            3.

            USAGE
                OF THE NAME AND IMAGE OF MR.XXXXX
                XXXXXXX

              3.1    
              PRODUCTIONS
                  commit itself in providing, to XLG, under the conditions of exclusivity
                  defined hereinafter for the Territory, the prestation of Mr. Xxxxx
                  Xxxxxxx:

            ·

            For
                the takings of photographic shots necessary to the usage of the name
                and
                image of Mr. Xxxxx Xxxxxxx and to the promotion of the concerned
                prestation accordingly to a concerted choice and following an agreement
                between parties.

            ·

            For
                any other promotional, marketing or press event required by XLG or
                by any
                of its manufacturers or distributors where the presence of Mr. Xxxxx
                Xxxxxxx would be desired.

            3.2    
            The
                takings of photographic shots will take place on the day and hour
                arranged
                by agreement
                between parties unless XLG acquires directly from a photographic
                agency
                designated by Mr. Xxxxx Xxxxxxx the foresaid rights of usage and
                exploitation of the photographic shots for the reproduction of the
                image
                of Mr. Xxxxx Xxxxxxx.

            3.3            
                
            The
                usage of the name and image of Mr. Xxxxx Xxxxxxx will be permitted
                towards
                any
                publicity, promotion, marketing of any sort whether it includes the
                website of XLG,
                manufacturers or distributors authorized by XLG, solely and exclusively
                for towards
                the promotion and commercialization of the Tennis
                Product.

            3.4    
            The
                entirety of the material using the name and image of Mr. Xxxxx Xxxxxxx
                shall require
                the latter’s for approval before any use, which can be upheld only
                under reasonable
                circumstances.

            3.5    
            PRODUCTION
                assures XLG of the availability and agreement from Mr. Xxxxx Xxxxxxx
                towards participating to exhibition games or tournaments, within
                any
                places in the Territory, for a distinct remuneration to those mentioned
                in
                the said agreement

.
      
4
 
            3.5.1.

            The
                games or tournament will be fixed upon mutual agreement bearing in
consideration
                the professional and/or personal availability of Mr. Xxxxx Xxxxxxx
                and
                following a previously agreed calendar within at least six (6) weeks
                prior
                to the occurring of the said
                activities.

            3.5.2.

            XLG
                will take financial responsibility of the travel expenses, including
                local
                transfers and stays of Mr. Xxxxx Xxxxxxx and two accompanying individuals
                at the latter’s discretion but still requiring the approval from XLG which
                can be upheld only under reasonable
                circumstances.

            3.5.3.

            XLG
                reserves itself the right to demand a budget of expenses before any
                events
                or tournament and XLG reserves itself the right, without any
                justification, to decline the presence of Mr. Xxxxx Xxxxxxx towards
                any
                games or tournaments.

            3.5.3.1.

            All
                air transportation shall be done in Business
                class.

            3.5.3.2.

            Hotel
                accommodation shall in 4 Star Hotels, including full board, as recognized
                by international standards.

            3.5.3.3.

            All
                motorized transportation shall be with a chauffeur and with a luxury
                vehicle.

            3.5.3.4.

            All
                train transportation shall be done in first class.
                
            3.6.

            Depending
                on the availability of Mr. Xxxxx Xxxxxxx, whenever his presence shall
                be
                required by XLG, a manufacturer of XL or a distributor with the exception
                of exhibition games and tournament, no remuneration shall be me made
                to
                PRODUCTIONS or to Mr. Xxxxx Xxxxxxx except those mentioned in par.
                3.5.3.1
                to 3.5.3.4.

            3.7.

            XLG
                commits itself to pay to Mr. Xxxxx Xxxxxxx a sum of 1 euro for every
                meter
                square of Tennis product sold and paid across the Territory against
                the
                rights for XLG, the manufacturers , the distributors and authorized
                agents
                to use the image and name of Mr. Xxxxx Xxxxxxx towards the promotion
                of
                the Tennis product.

5
 
            4.

            MR.
                XXXXX XXXXXXX VIA PRODUCTIONS ACTINGS A NEGOTIATOR AND INTERVENANT
                IN THE
                CONTEXT OF THE SELLING OF THE TENNIS
                PRODUCT

            4.1

            Without
                creating any obligations for Mr. Xxxxx Xxxxxxx and PRODUCTIONS, the
                two
                parties commit, under their best efforts, to initiate and promote
                the
                selling of the Tennis Product, precisely in the following places,
                notably
                France, Benelux, Poland, Italy, Bulgaria, Morocco, the United Kingdom,
                within the European Union, and the Middle East. The parties shall
                not be
                limited to any given region and may proceed towards endeavors and
                completions of sales within the Territory.

            4.2

            XLG
                shall be obliged to advise all manufacturers and distributors located
                within the
                Territory of the existence of the present agreement and of their
                respective obligations towards Mr. Xxxxx Xxxxxxx regarding the payments
                of
                royalties. These persons shall be advised of their possible required
                collaboration with PRODUCTIONS or Mr. Xxxxx Xxxxxxx in the purpose
                for
                selling to a specific client.

            4.3

            For
                any sales initiated and rendered by Mr. Xxxxx Xxxxxxx for which he
                would
                have had an active function in the negotiations, PRODUCTIONS shall
                be paid
                a royalty of 5 euros for every square meter
                sold.

            4.4

            The
                royalty shall be payable by the distributor or the responsible
                intermediary for sales. In addition, every earned royalty and payable
                to
                PRODUCTIONS is, by the present agreement, is guaranteed by XLG.
                
            5.

            PAYMENTS
                METHOD FOR FEES AND
                ROYALTIES

            5.1

            The
                fees and royalties foreseen in the Image and Sales section shall
                be
                payable 4 times per year notably on the 15th
                of
                April, 15th
                of
                August, 15th
                of
                October and 15th
                of
                February for the respective periods of the 31st
                of
                March, 31st
                of
                July, 30th
                of
                September and 31st
                of
                December.

            5.2

            XLG
                shall send a report with all the figures containing both the global
                sales
                of the Tennis product for the given period (Image section) and the
                details
                of the sales for which PRODUCTIONS is entitled to a royalty. (Commission
                Section)

            5.3

            Nothing
                in this agreement forbids Mr. Xxxxx Xxxxxxx or PRODUCTIONS to associate
                itself with other Tennis professionals as long as Mr. Xxxxx Xxxxxxx
                will
                be responsible for any royalties to be paid to his
                associates.

6
 
            5.4

            PRODUCTIONS
                shall have the right to retain the services of accounting professionals
                to
                verify the periodic reports from XLG. This professional shall solely
                have
                access to XLG’s Gross Revenues with regards to the section on Image and
                Sales.

            5.5

            The
                purpose of the accounting verification is solely to insure the accuracy
                of
                the financials metrics inscribed on the sales reports of Tennis products
                beneficial to PRODUCTIONS. The designated auditor by PRODUCTIONS
                shall be
                obliged to sign a letter of confidentiality over all financial information
                that it will have access to.

            5.6

            The
                auditing shall occur at the will of PRODUCTIONS and will require
                a written
                notice before the end of the calendar year following the previous
                period
                ending on 31st
                of
                December. PRODUCTIONS will have to send a written request allowing
                a
                reasonable delay for the auditing which must occur within regular
                office
                hours. 

            5.7

            Royalties
                pertaining to Mr. Xxxxx Xxxxxxx’x participation in the commercialization
                of the Tennis product shall be exigible at the time when the client
                shall
                pay the Tennis product.

            5.8

            Any
                royalty foreseen in section 2 and 3 is deemed awarded when the selling
                price of the Tennis product has been paid by the client or when any
                other
                financial arrangements have been made with the
                client.

            6.    
            TECHNICAL
                CONSULTATIONS

            6.1

            During
                the life of this agreement, XLG shall be entitled to request from
                PRODUCTIONS to provide the services of Mr. Xxxxx Xxxxxxx, depending
                on his
                availability, as an Expert Intervenant and as Technical Consultant
                in the
                fields of Tennis, in order to develop and optimize the Tennis
                product.

            6.2

            Nor
                PRODUCTIONS, nor Mr. Xxxxx Xxxxxxx will be able to refuse, without
                reasonable motives, their intervention in the context of the present
                section 6.

            6.3

            In
                matters of expertise, were Mr. Xxxxx Xxxxxxx to accept to participate,
                such involvement would have to be for a minimum of 3 days for a total
                amount of twenty thousand (20 000) Euros, without tax, and for a
                maximum
                of 5 days for a total of twenty-eight thousand Euros (28 000) Euros,
                without tax.

7
 
            7.    
             LENGTH
                AND RESILIATION 

Image
      Section
 
            7.1

            The
                “Image” section of the present agreement is for a period of 5 years ending
                on the 30th
                of
                June 2010 except in case of an anticipated resiliation reached by
                common
                agreements between parties or by judicial recourse or by the disposition
                of the present agreement.

            7.2

            At
                the end of this delay, there will be neither continuation nor automatic
                renewal but parties shall be able to negotiate a new agreement; however
                nothing in this agreement provides vested rights towards the renewal
                of
                the present agreement.

            7.3

            At
                the end of the present agreement, including any new agreements or
                possible
                renewal, XLG commits to withdraw, within 15 days from the expiry
                date of
                the agreement, from its website any reference to the image of Mr.
                Xxxxx
                Xxxxxxx. Additionally, XLG shall have a period of 2 months to dispose
                and
                withdraw from the market its marketing inventory. At the expiry of
                this 2
                months delay, any kind of publicity, relative to the image of Mr.
                Xxxxx
                Xxxxxxx, will be withdrawn from the market and/or
                destroyed.

Promotion
      and Sales Section 
 
            7.4

            With
                regards to the “Promotion and Sales Section” , the present agreement shall
                be effective for an indefinite period since no exclusivity has been
                awarded to Mr. Xxxxx Xxxxxxx.

            7.5

            Mr.
                Xxxxx Xxxxxxx shall be able to resiliate the present agreement with
                regards to the royalty by a 30 days in advance written notice, with
                no
                need of reasonable motives.

            7.6

            XLG
                will only be able to resiliate the present agreement only if, clearly
                and
                even though there is no obligations on his behalf to sell Tennis
                product,
                Mr. Xxxxx Xxxxxxx makes no efforts to search for potential buyers
                and to
                conclude sales. However, considering the notoriety of Mr. Xxxxx Xxxxxxx,
                XLG cannot request him to modify his career to become a full-time
                sales
                representative of XLG. XLG shall take these matters into consideration
                when evaluating efforts of Mr. Xxxxx Xxxxxxx, since the latter desires
                punctually to conclude sales of the Tennis
                product.

            7.7

            At
                the end of the present agreement, each party commit themselves to
                recognize and accept not to claim any amounts or damages of any sorts
                whether resulting from the ending, resiliation, or expiry of the
                present
                agreement. Therefore, without imposing any limits to the reach of
                foreseen
                sections, nothing in the present agreement authorizes a party to
                claim to
                the other any amounts for damages or loss of earnings regarding the
                development of sales, contacts, clients, or forgone and/or future
                business
                opportunities due to the ending or expiry of any of the sections
                described
                in Section 7 of the present
                agreement.

8
 
            7.8

            Furthermore,
                nothing in this document must be understood as prohibiting a party,
                notably Mr. Xxxxx Xxxxxxx, to claim, even after the expiry of this
                agreement, any amounts caused by the ending date and pertaining to
                the
                realized sales not yet paid, at the date of the ending, of the Tennis
                product, whether for the “Image section” or the “Royalty”.
                
Other
      cases of resiliation

            7.9

            The
                present agreement can be the subject of resiliation by PRODUCTIONS,
                de
                plano
                and with immediate effect, without indemnity from all parties, and
                without
                requiring any judicial formalities, solely by sending a written notice
                as
                registered mail with proof of
                reception:

            7.9.1
                
            in
                case of violation by XLG of the present agreement obligations’, and only
                if the violation hasn’t been rectified within a period of 15 working days
                of the receipt of the registered mail or of the formal notice to
                remedy
                the situation or the violation or in case of renewal of the same
                violation
                or default being the object of the formal notice within six (6) of
                the
                default of or of the precedent
                violation;

            7.9.2

            in
                case of denial or defamation from XLG against Mr. Xxxxx Xxxxxxx or
                its
                activities as well in cases where XLG would pose an act that would
                damage
                the reputation, prestige or notoriety of Mr. Xxxxx
                Xxxxxxx;

            7.9.3

            in
                case of resiliation for any motives in either subsection 7.9.1 or
                7.9.2,
                XLG will cease immediately to use the Material and shall ask distributors,
                manufacturers, or other agents to return the Material or to destroy
                it,
                within a maximum delay of ten working (10) days starting from the
                notification of the resiliation.

            7.9.4

            However,
                at no time shall XLG be responsible for acts, speeches, attitudes
                from
                third parties such as manufacturers, distributors, and other agents
                in
                light of section 6.9. Furthermore, the parties shall see to themselves
                to
                take the necessary measures for any ceasing of default or violations
                foreseen in section 6.9 and perpetrated by third
                parties.

9
 
8. EXPLOITATION
      ET PROMOTION 
 
            8.1

            XLG
                shall insure to the quality of the publicity and marketing materials
                and
                the aesthetics of catalogues, brochures, where are reproduced the
                name and
                image of Mr. Xxxxx Xxxxxxx. The latter will be selected and designed
                in
                order not to damage in any possible ways the integrity of the image
                of Mr.
                Xxxxx Xxxxxxx.

            8.2

            PRODUCTIONS
                shall retain an absolute veto right over the utilization that XLG
                wishes
                to make of the Material, if this utilization would pose damage to
                the
                elite athlete image of Mr. Xxxxx
                Xxxxxxx.

            8.3

            In
                any case, XLG will maintain at the disposition of PRODUCTIONS the
                drafts
                of Material upon their availability and at the latest thirty (30)
                days
                before their usage. XLG shall inform PRODUCTIONS in order to allow
                it to
                control prior to the envisioned date for their usage as well as their
                execution and presentation according to aesthetics requirements and
                the
                good taste of the image of Mr. Xxxxx
                Xxxxxxx.

9. PERSONAL
      AGREEMENT
 
            9.1

            The
                present agreement is intuitu
                personae.
                In no case, can it be ceded or transferred to a third party neither
                directly or indirectly in any possible ways without prior written
                authorization from PRODUCTIONS or Mr. Xxxxx
                Xxxxxxx.

            9.2

            Section
                8.1 does not apply in the context of corporate restructuring as long
                as
                XLG’s control is not modified.

            9.3

            PRODUCTIONS
                and Xxxxx Xxxxxxx, with the present agreement, recognize and accept
                that
                section 8 does not apply as well if XLG registers to a stock exchange
                within the Territory.

Mr.
      Xxxxx
      Xxxxxxx confirms having been advised that XLG is actually in negotiations to
      register directly or indirectly shares from its common stock at a stock exchange
      located in the Territory.
 
10
 
10. NON
      COMPETITION
 
            10.1

            Throughout
                the life of this present agreement, PRODUCTIONS commits itself and
                guarantees to XLG that Mr. Xxxxx Xxxxxxx will not lend his contribution
                (image section, royalty section, technical consultation section)
                to other
                publicity campaigns or promotions related to the commercialization
                to
                similar products as the Tennis product. Moreover, PRODUCTIONS and
                Mr.
                Xxxxx Xxxxxxx, commit themselves, under penalty of resiliation (as
                foreseen in section 7.9.1) not to sale directly or indirectly products
                that could be competitors to Tennis
                products.

11. GENERAL
      PROVISIONS
 
            11.1

            The
                parties convene that the present document contains the complete and
                entire
                wording of the agreement that took place between themselves with
                regards
                to its objects. The parties recognize that no other promises or
                representations have been made and that no other agreements, verbal
                or any
                other, took place between the parties, with regards to the objects
                of the
                contract. Consequently, the present agreement replaces and puts an
                end to
                any other prior agreements, representation or negotiation or proposition
                relative to the objects of the contract. No waiver, adjunction, or
                modification of the clauses of the agreement can bind the parties
                unless
                it is done in writing and duly signed by the parties or representatives
                of
                the parties.

            11.2

            The
                titles of the sections are used to facilitate the comprehension of
                the
                text, but are not part of the
                agreement.

            11.3

            In
                case part of the agreement, a section, a subsection, or a sub-subsection,
                for any reasons, would be declared null or invalid, it would not
                affect in
                any ways the validity of the other clauses of the agreement which
                will
                remain in effect as if the agreement had been signed without the
                invalid
                clauses.

            11.4

            The
                parties convene that Swiss law applies to the contract and it shall
                determine its application and interpretation. Any dispute with regards
                to
                the execution and interpretation of the present agreement or to its
                ending
                will be deferred to a Swiss court, being the only forum to receive
                and
                hear such case.

            11.5

            Default
                by one of the parties to request the strict accomplishment of any
                of the
                commitments in the present agreement or the complete respect to any
                conditions it establishes or the failure to exercise a right that
                is
                devolved to it from the agreement, cannot be understood as a renunciation
                or abandonment for the future to exercise this right, since in such
                circumstances, the commitment or the condition that hasn’t been fulfilled
                or respected, or the right that hasn’t been exercised, maintains its full
                force and effect.

11
 
            11.6

            The
                observation of the different clauses of the agreement remain subject
                to
                the restrictions imposed by any law or regulation of public order
                as well
                as any impediment stemming from superior force including wars, strikes,
                fires, or any other conditions outside the control of the parties,
                in
                which case the parties will have the right to resiliate the present
                agreement or to differ its
                execution.

            11.7

            The
                present agreement binds the parties as well as their heirs, legatees,
                assignees, and any other legal representatives and their
                beneficiaries.

            11.8

            The
                parties to this agreement declare having read all the conditions
                in the
                present agreement, that they understood all the modalities, that
                they
                have, if necessary, made examine the modalities of the present agreement
                by their legal counsel and that they consent to be bound by
                it.

            11.9

            No
                clause of this agreement can be understood as being a party like
                the
                representative, mandatory, employee or associate of the other party.
                It
                has been specifically recognized that no party can take commitments
                of any
                kind or enter obligations or debts that could bind the other party,
                without having received a written consent. As well, any commitments,
                obligations or debs undertaken or contracted by a party do not bind
                the
                other party unless given prior
                consent.

READ,
      APPROVED, READY FOR CONSENT
 
              Henri
                Monsieur Xxxxx Xxxxxxx   
               
              XL
                GENERATION AG
            
              (Personnellement)

              /s/ Xxxxx Xxxxxxx
               
              /s/
                Xxxxx Xxxxxxx
            
              Par H.E. Amb. Xxxxx Xxxxxxx
            
              President & CEO
            
              SOCIETE 421
               
               CIBERNIA
                TRADING
            
              /s/ Xxxxx Xxxxxxx
               
              /s/ Claudio Campagnolo
            
              Xxxxx Xxxxxxx
               
              Xxxxxxx
                Campagnolo
            
              President
               
               President
Document Metadata

Table of Contents

AGREEEMENT

Document Metadata

BETWEEN:	LA SOCIETE 421 PRODUCTIONS, anonymous Partnership and legal person lawfully established under Belgian law, having its headquarters at 479 avenue Xxxxxx in Brussels, represented by its Chief Executive, Mr. Xxxxx Xxxxxxx. (hereinafter designated as “PRODUCTIONS”.)

AND:
	XL GENERATION AG, legal person lawfully established under Swiss law, having its headquarters at 00 Xxxxxxxxxxxx, Xxx, Xxxxxxxxxxx, represented by Xxxxx Xxxxxxx, its president, duly authorized under the present as declared by signing this agreement; (hereinafter designated as “XLG”.)

Henri Monsieur Xxxxx Xxxxxxx		XL GENERATION AG
(Personnellement)

/s/ Xxxxx Xxxxxxx		/s/ Xxxxx Xxxxxxx
		Par H.E. Amb. Xxxxx Xxxxxxx
		President & CEO

SOCIETE 421		CIBERNIA TRADING


/s/ Xxxxx Xxxxxxx		/s/ Claudio Campagnolo
Xxxxx Xxxxxxx		Xxxxxxx Campagnolo
President		President