AMENDMENT TO CONSULTING AGREEMENT
THIS AMENDMENT TO CONSULTING AGREEMENT (the "Amendment") is effective as of
February 10, 2005 by and between XRG, INC., a Delaware corporation ("XRG") and
PRIVATE CAPITAL GROUP INC., a Florida Corporation ("Consultant").
W I T N E S S E T H:
-------------------
WHEREAS, XRG and Consultant are parties to a certain Consulting Agreement
dated March 1, 2004 (the "Consulting Agreement"); and
WHEREAS, it has been determined that it is in the best interests of XRG to
modify the Consulting 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 Consultant's agreement to amend
certain of the terms and conditions of his Consulting 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 ____ of
the Agreement is amended as follows:
o Consultant agrees that effective as of February 15, 2005, Consultant's
base salary shall be $90,000. per annum, which equals 60% of
Consultant's current base salary. Compensation shall be paid either
by-monthly or month as determined by XRG. 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 Consultant'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 $150,000.
2. Bonuses. Notwithstanding any other provisions of the Consultant's
Consulting Agreement, including but not limited to the provisions set forth in
Section ___ thereof, Consultant hereby agrees to waive any rights to any past
bonus payments. Consultant 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 Consultant's consulting with XRG is terminated without cause, or in the
event of death or "physical or mental disability", then the Consultant's
severance payment shall equal an amount the Consultant 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 Consultant 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 three
equal monthly payments.
4. Supersede/Inconsistent Provisions. The terms and conditions of this
Amendment will supersede any terms and conditions of the original Consulting
Agreement which are inconsistent with the provisions set forth herein. All of
the terms and provisions of the original Consulting Agreement shall survive and
remain in full force and effect.
XRG, INC.
By:
---------------------------
Print Name:
---------------------------
Title:
---------------------------
"CONSULTANT"
--------------------------
Print Name:
--------------------------
MTC/ej/338259
2/10/2005 11:31 AM
