INTERNATIONAL LICENSE AGREEMENT executed on June 30th, 2005.



BETWEEN:    WKF 5  LTD.,  a  corporation  existing  under  the  laws  of  MALTA;
            represented  by  Jean  Philippe  Chetcuti,  duly  authorized  as  he
            declares

                     (hereinafter referred to as "Licensor")

AND:        XL  GENERATION  AG,  a  corporation   existing  under  the  laws  of
            SWITZERLAND,  duly represented by Albert Beerli,  duly authorized as
            he declares

                     (hereinafter referred to as "Licensee")

AND         ALAIN  LEMIEUX,  duly  authorized  to sign on behalf of the  Fiducie
            Alain Lemieux


PREAMBLE

WHEREAS  Section  5.1 of the  License  Agreement  signed on January  1st,  2005,
provides  for the  determination  of the  Initial  License fee before June 30th,
2005, 2005.

WHEREAS The parties  have  agreed on the amount to be paid.  Licensor  possesses
certain intellectual and industrial property rights;

WHEREAS The amount to be paid under  section 5.1 shall  represent the amount due
by Fiducie Alain Lemieux to XLGeneration AG as of December 31st, 2004.

THE PARTIES HERETO AGREE AS FOLLOWS:

The Parties  hereby  confirm that the Initial  License Fee is the amount of four
hundred and  seventy  thousand  six hundred and ninety five  dollars in Canadian
currency (470,695$ CDN).

This amount shall be payable  exclusively  by the assignment of the aggregate of
all the amount owed by Fiducie Alain Lemieux to  XLGeneration  AG as of December
31st, 2004.




WKF / 5 Ltd will  transfer  its bank  coordinates  in due time to Fiducie  Alain
Lemieux.

Alain  Lemieux,  as the  representative  of Fiducie  Alain  Lemieux,  is hereby,
accepts the assignment of debt and that any amount payable to XLGeneration AG by
Fiducie Alain Lemieux is hereby and now owed to WKF / 5 Ltd exclusively.


                                   SIGNATURES


                                             WKF 5 LTD

                                             /s/ Jean Philippe Chetcuti
                                             -----------------------------------
                                        per: Jean Philippe Chetcuti,
                                             Director (duly authorized)

                                             XL GENERATION AG

                                             /s/ Albert Beerli
                                             -----------------------------------
                                        per: Albert Beerli,
                                             Direct (duly authorized)

                                             ALAIN LEMIEUX

                                             /s/ Alain Lemieux
                                             -----------------------------------