Amendment to Common Stock Purchase Agreement between XL Generation International Inc. and Asset Protection Fund Limited

Summary

This amendment, dated December 5, 2005, modifies the original Common Stock Purchase Agreement between XL Generation International Inc. and Asset Protection Fund Limited. The Purchaser agrees to reduce the number of shares it can buy under Series A Warrants by 781,111 shares and accepts a corresponding reduction in the number of shares the Company will register. All other terms of the original agreement remain unchanged.

EX-10.15 3 v031166_ex10-15.txt AMENDMENT TO THE COMMON STOCK PURCHASE AGREEMENT This Amendment (this "Amendment"), made as of December 5, 2005, to the Common Stock Purchase Agreement (the "Common Stock Purchase Agreement") by and among XL Generation International Inc. (the "Company") and Asset Protection Fund Limited (the "Purchaser"). WITNESSETH: WHEREAS, the Company and the Purchaser have entered into the Common Stock Purchase Agreement as of November 8, 2005; and, WHEREAS, pursuant to the Common Stock Purchase Agreement, the Purchaser agreed to pay to the Company a purchase price of $1,000,000, in exchange for 1,111,111 shares of the Company's Common Stock; and, WHEREAS, pursuant to the Common Stock Purchase Agreement, the Company has (i) granted to the Purchaser Series A Warrants (the "Series A Warrants"), entitling the Purchaser to purchase 1,111,111 shares of the Company's common stock at an exercise prince of $1.25 per share; and (ii) entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Purchaser, pursuant to which the Company shall register those shares which have been acquired pursuant to the Common Stock Purchase Agreement and those shares of the Company's common stock which may be acquired from the Company pursuant to the Series A Warrant; and, WHEREAS, the parties hereto have agreed that this Amendment will be in the best interests of both the Purchaser and the Company. NOW THEREFORE, the parties hereto hereby agree to amend the Common Stock Purchase Agreement as follows: 1. Partial Waiver of rights to receive Series A Warrants. The Purchaser hereby agrees that the number of shares of the Company's common stock which the Purchaser shall be entitled to purchase pursuant to the Series A Warrants shall be reduced by 781,111 shares. 2. Reduction of Registration Rights. The Purchaser hereby agrees to the reduction of the number of shares that the Company will register pursuant to the Registration Rights Agreement in an amount equal to the number of shares of the Company's common stock set forth in Section 1, above. 3. Remaining Provisions Effective. All other provisions of the Common Stock Purchase Agreement shall remain in full force and effect. IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written. XL GENERATION INTERNATIONAL INC. By: /s/ Alain Lemieux ------------------------------------- Name: Alain Lemieux Title: President & CEO ASSET PROTECTION FUND LIMITED By: /s/ Dr. W. Keicher ------------------------------------- Name: Dr. W. Keicher Title: Director By: /s/ David Dawes ------------------------------------- Name: David Dawes Title: Director