AMENDMENT TO EMPLOYMENT AGREEMENT
                        ---------------------------------

         THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is effective
as of February 10, 2005 by and between XRG, INC., a Delaware corporation ("XRG")
and Kevin P. Brennan, an individual residing in Pinellas County, Florida
("Executive").

                              W I T N E S S E T H:
                               -------------------

         WHEREAS, XRG and Executive are parties to a certain Employment
Agreement dated March 1, 2004 (the "Employment Agreement"); and

         WHEREAS, it has been determined that it is in the best interests of XRG
to modify the Employment Agreement in certain respects as it relates to base
compensation and severance arrangements as more fully set forth herein; and

         WHEREAS, it is in the best interests of XRG to facilitate the
refinancing of certain of its subsidiaries' debts and the Executive's agreement
to amend certain of the terms and conditions of his Employment Agreement is a
condition precedent to the facilitation of such refinancing; and

         WHEREAS, the Board of Directors of XRG has determined that such actions
are in the best interests of XRG.

         NOW, THEREFORE, in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1. Base  Compensation.  The base  compensation as set forth in Section
4 of the Agreement is amended as follows:

          o    Executive   agrees  that  effective  as  of  February  10,  2005,
               Executive's  base  salary  shall be $ 146,250  per  annum,  which
               equals 65% of Executive's current base salary. Compensation shall
               be paid by-monthly.  Notwithstanding the foregoing,  in the event
               XRG reports in its SEC filings  either on Form 10-Q or Form 10-K,
               two (2)  consecutive  quarterly  earning  reports of positive net
               income from operations after taxes based upon GAAP, as determined
               by XRG's regularly  engaged  Certified  Public  Accountant,  then
               Executive's  base  compensation  shall be  increased to an annual
               amount  that  existed  prior to the date of this  Agreement.  The
               parties agree that the prior annual base compensation  amount was
               $225,000.



         2. Bonuses. Notwithstanding any other provisions of the Executive's
Employment Agreement, including but not limited to the provisions set forth in
Section 5 thereof, Executive hereby agrees to waive any rights to any past or
future bonus payments. Executive further agrees that all bonuses payable from
this day forward shall be in such amounts as determined by the Board of
Directors or XRG's Compensation Committee.

         3. Severance Payment in the Event of Termination Without Cause. In the
event Executive's employment with XRG is terminated without cause, or in the
event of death or "physical or mental disability", then the Executive's
severance payment shall equal an amount the Executive would have otherwise be
entitled to as a base salary on an annualized basis (i.e. 12 months base
compensation) computed upon the amount the Executive was paid on a monthly basis
on the month end most closely preceding the date of termination without cause,
death or disability. Such severance payments shall be payable in 3 monthly
installments.

         4. Supersede/Inconsistent Provisions. The terms and conditions of this
Amendment will supersede any terms and conditions of the original Employment
Agreement which are inconsistent with the provisions set forth herein. All of
the terms and provisions of the original Employment Agreement shall survive and
remain in full force and effect.



                             XRG, INC.


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


                             "EXECUTIVE"



                             Print Name:
                                      ------------------------------------------
MTC/ej/338259
2/10/2005 3:57 PM



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