ACQUISITION AGREEMENT

     This Asset  Acquisition  Agreement  is  entered  into as of the 15th day of
December,  2002,  by and among XRG,  INC., a Delaware  corporation  ("XRG"),  J.
BENTLY  COMPANIES,   INCORPORATED,   a  Tennessee  corporation  ("JBC"),  BENTLY
LOGISTICS,  INCORPORATED,  a Tennessee  corporation ("BL"), and JOSEPH STAPLETON
and STANLEY  SHADDEN,  individuals  residing in Monroe County,  Tennessee  ("The
Shareholders").  XRG,  JBC,  BL and The  Shareholders  are  referred  to  herein
individually   as  "Party"  and   collectively   as  "Parties."  This  Agreement
contemplates  a  transaction  in which XRG will  acquire  certain  assets of JBC
and/or BL in  consideration  of JBC, BL and/or The  Shareholders  receiving cash
payments from XRG.

     Now,  therefore,  in  consideration  of  the  respective   representations,
promises, warranties and covenants of the Parties set forth herein, the Parties,
intending to be legally bound, agree as follows.

     1. Definitions.

     "Closing"  and  "Closing  Date" have the  respective  meanings set forth in
Section 2(g) below.

     "Disclosure Schedule" has the meaning set forth in Section 3 below.

     "Effective Date" means the date first indicated above.

     "Environmental,  Health, and Safety  Requirements"  shall mean all federal,
state, local and foreign statutes, regulations,  ordinances and other provisions
having the force or effect of law, all judicial  and  administrative  orders and
determinations, all contractual obligations and all common law concerning public
health and safety,  worker health and safety, and pollution or protection of the
environment,  including  without  limitation all those relating to the presence,
use,  production,  generation,  handling,  transportation,  treatment,  storage,
disposal,  distribution,  labeling,  testing,  processing,  discharge,  release,
threatened release,  control, or cleanup of any hazardous materials,  substances
or  wastes,   chemical   substances   or   mixtures,   pesticides,   pollutants,
contaminants,  toxic  chemicals,  petroleum  products or  byproducts,  asbestos,
polychlorinated  biphenyls,  noise or  radiation,  each as amended and as now or
hereafter in effect.

     "Intellectual  Property"  means (a) all  trademarks,  service marks,  trade
dress,  logos,  trade names, and company names,  together with all translations,
adaptations,  derivations,  and combinations  thereof and including all goodwill
associated  therewith,  and all  applications,  registrations,  and  renewals in
connection  therewith,  (b) all  copyrightable  works,  all copyrights,  and all
applications, registrations, and renewals in connection therewith, (c) all trade
secrets and confidential  business  information  (including ideas,  research and
development,   know-how,   customer  and  supplier   lists,   pricing  and  cost
information,  and business and  marketing  plans and  proposals),  (d) all other
proprietary  rights,  and (e) all copies and  tangible  embodiments  thereof (in
whatever form or medium).

                                       1
<PAGE>

     "Liability" or  "Liabilities"  or "liability"  or  "liabilities"  means any
liability  (whether known or unknown,  whether  asserted or unasserted,  whether
absolute or  contingent,  whether  accrued or unaccrued,  whether  liquidated or
unliquidated,  and whether due or to become due),  including  any  liability for
taxes.

     "Ordinary  Course of  Business"  means  the  ordinary  course  of  business
consistent with past custom and practice (including with respect to quantity and
frequency).

     "Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization,
or a governmental  entity (or any department,  agency, or political  subdivision
thereof).

     ""Pre-Closing  Transaction"  means a financial event that will occur within
30 days  of the  effective  date of this  agreement  and  prior  to the  date of
closing.

     "Post-Closings  Transaction"  means a financial event that will occur on or
after the date of closing.

     "Purchased  Assets" means all right,  title, and interest in and to (a) the
furniture,  fixtures, equipment and other items listed in Exhibit A; (b) all JBC
and BL shipper  contacts  and  owner-operator  contacts  and  accounts,  and any
written  agreements  and  contracts  that are listed in Exhibit B and all rights
thereunder;  (c) all claims, deposits,  prepayments,  refunds, causes of action,
rights of recovery,  rights of set off, and rights of recoupment  (including any
such item  relating  to the  payment  of taxes)  associated  with the  Purchased
Assets; (d) all of JBC's and BL's operating authorities,  franchises, approvals,
permits, licenses, leases, registrations,  certificates,  variances, and similar
rights  obtained from  governments  and  governmental  agencies;  (e) all of the
customer  and  supplier  lists,  creative  materials,  advertising,  promotional
materials,  studies,  reports, business plans and marketing plans of JBC and BL;
(f) all of JBC's and BL's Intellectual Property; and (g) all goodwill associated
with the  foregoing;  provided,  however,  that the  Purchased  Assets shall not
include (i) the corporate charter,  taxpayer and other  identification  numbers,
seals, minute books, stock transfer books, blank stock  certificates,  and other
documents relating to the organization,  maintenance, and existence of JBC or BL
as a  corporation,  (ii) any of the rights of JBC or BL under this Agreement (or
under any side agreement  between JBC or BL on the one hand and XRG on the other
hand  entered into on or after the date of this  Agreement),  and (iii) JBC's or
BL's cash and accounts receivable, transportation equipment, or any liabilities.

     "Real Estate" means the real property identified in Exhibit E.

     "Security Interest" means any mortgage,  pledge, lien, encumbrance,  charge
or other security interest.

     2. Basic Transaction.

     (a) Purchase.  Subject to the terms and conditions of this  Agreement,  XRG
shall purchase from JBC and/or BL, and JBC and BL shall sell, transfer,  convey,
and  deliver to XRG,  all of the  Purchased  Assets  and the Real  Estate at the
Closing for the consideration specified below in this Section 2.

                                       2
<PAGE>

     (b) Purchase  Consideration.  As full consideration for the purchase of the
Purchased Assets,  XRG shall pay to BL, at Closing,  a sum equal to the total of
(i) the unpaid  balance as of December  15,  2002,  on the  outstanding  loan(s)
covering the trailers  that are included in the Purchased  Assets,  and (ii) the
unpaid balance as of the Closing Date on the  outstanding  loan(s)  covering the
tractors that are included in the Purchased  Assets.  As full  consideration for
the  purchase  of the Real  Estate,  XRG shall pay to BL the sum of  $450,000 at
Closing.

     (c)  Non-Assumption of Liabilities.  XRG will not assume any Liabilities of
JBC, BL, or The Shareholders.

     (d) Consideration to The Shareholders.

          Pre-Closing Transactions:

               XRG through its assigns  will  purchase  182 of the  trailers now
               used by JBC of a price  sufficient to satisfy the existing  debt.
               An inventory of the 182 trailers is attached as Exhibit B.

               XRG through its assigns will  purchase the Real Estate  including
               27   Acres   MOL  and   leaseback   the   buildings   (containing
               approximately  13,000 square feet of area) and 7 acres of land as
               a truck facility.

               JBC will  lease the 182  trailers  listed  in  Exhibit B on terms
               contained  in  Exhibit  C. Joe  Stapleton  will have no  personal
               liability resulting from the proposed leaseback.

               JBC will lease the  buildings  (containing  approximately  13,000
               square feet of area) and 7 acres of land as a truck facility. The
               written  lease  agreement  will be at a rate of $7,500 per month,
               subject to annual CPI increases,  for an initial term of 15 years
               (with no personal liability for Joe Stapleton).

               XRG shall  pay a $50,000  one time  incentive  payment  to Joseph
               Stapleton.

          Post-Closing Transactions:

               XRG shall pay $50,000 per month to Joseph Stapleton commencing on
               the 10th day of the  first  full  calendar  month  following  the
               Closing  Date and  continuing  on the  10th day of each  calendar
               month  thereafter  until the total  Business Value (as defined in
               subsection 2(e) below) has been paid to him.

               XRG will assume the  responsibility of compensating the broker of
               record, Elbert Mitchell, for all of his efforts on behalf of JBC,
               BL and The Shareholders at Closing.

                                       3
<PAGE>

               JBC will  pay  incentive  management  fees to JBC  managers  on a
               quarterly  basis equal,  in the aggregate,  to the margin between
               the actual cost of business  operations  and 85% of gross revenue
               for such quarter

     (e) Operation of Business Prior to Closing.  Between the Effective Date and
the Closing Date, XRG and JBC will jointly manage the business of JBC, including
the following:

               (i) XRG will receive 5% of the gross  receipts of JBC between the
               Effective Date and the Closing Date;

               (ii) JBC and XRG will agree on the  staffing at JBC's  Sweetwater
               location;

               (iii) all  transactions  will be  originated  and logged  through
               XRG's  electronic  system.  Payments  for  JBC's  debt and  lease
               obligations,  employee wages, operating expenses, settlements and
               taxes will be disbursed through XRG's electronic system; and

               (iv) XRG and JBC will work to optimize  the utility of  equipment
               assets and  expand the  customer  base in order to  increase  the
               value of the business.

     The value of JBC's business  ("Business  Value") will, for purposes of this
Agreement,  be the greater of (A) $1,500,000 or (B) the remaining balance of the
TRAC leases as of April 1, 2003 plus four (4) times the amount which is equal to
150% of JBC's EBITDA for the first quarter of 2003.

     (f) The  Closing.  The  closing of the  transactions  contemplated  by this
Agreement  (the  "Closing")  shall  take place at the  offices  of XRG,  5301 W.
Cypress Street, Suite 111, Tampa, Florida 33607 on such date as agreed to by the
Parties  following the  satisfaction or waiver of all pre-closing  conditions to
the  obligations  of the Parties to  consummate  the  transactions  contemplated
hereby ("Closing Date").

     (g)  Deliveries at the Closing.  At the Closing (i) JBC and BL will deliver
to XRG the  various  certificates,  instruments,  and  documents  referred to in
Section  6(a)  below;   (ii)  XRG  will  deliver  to  JBC  and  BL  the  various
certificates,  instruments,  and  documents  referred to in Section  6(b) below;
(iii)  JBC and BL will  execute  and  deliver  to XRG a Bill of Sale in the form
attached  hereto as Exhibit C, an  Assignment  of Contracts in the form attached
hereto as Exhibit D and such other  instruments of sale,  transfer,  conveyance,
and  assignment  as XRG and its counsel  reasonably  may request;  (iv) XRG will
execute and deliver to JBC such instruments of assumption as JBC and its counsel
reasonably may request; and (v) JBC and BL will deliver to XRG keys to all locks
on the business premises or for any items of the Purchased Assets requiring keys
and the codes and passwords to all security and password systems on the business
premises or for any items of the Purchased Assets.

     3. Representations and Warranties of JBC, BL and The Shareholders.  JBC, BL
and The Shareholders,  jointly and severally,  represent and warrant to XRG that
the  statements  contained  in this Section 3 are correct and complete as of the
date of this  Agreement  and will be correct and complete as of the Closing Date
except as set forth in the disclosure schedule  accompanying this Agreement (the
"Disclosure  Schedule").  The Disclosure Schedule will be arranged in paragraphs
corresponding to the lettered and numbered paragraphs  contained in this Section
3.

                                       4
<PAGE>

     (a)  Organization  of JBC.  JBC  and BL are  corporations  duly  organized,
validly existing, and in good standing under the laws of the State of Tennessee.

     (b)  Authorization  of  Transaction.  JBC and BL each have  full  power and
authority  (including full corporate power and authority) to execute and deliver
this Agreement and to perform its obligations  hereunder.  Without  limiting the
generality of the foregoing, the board of directors of JBC and BL, and JBC's and
BL's  stockholder(s),   have  duly  authorized  the  execution,   delivery,  and
performance  of this  Agreement by JBC and BL. This  Agreement  constitutes  the
valid  and  legally  binding  obligation  of  JBC,  BL,  and  The  Shareholders,
enforceable in accordance with its terms and conditions.

     (c)  Noncontravention.  Neither  the  execution  and the  delivery  of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(i) violate any statute, regulation, rule, injunction,  judgment, order, decree,
ruling, charge, or other restriction of any government,  governmental agency, or
court to which JBC, BL or The  Shareholders  are subject or any provision of the
charter  or bylaws of JBC or BL or (ii)  conflict  with,  result in a breach of,
constitute a default under,  result in the  acceleration of, create in any party
the right to accelerate,  terminate,  modify,  or cancel,  or require any notice
under any agreement,  contract, lease, license, instrument, or other arrangement
to  which  JBC,  BL or The  Shareholders  are a party or by which it or they are
bound or to which  any of its or their  assets  are  subject  (or  result in the
imposition of any Security  Interest upon any of its or their  assets).  JBC, BL
and The  Shareholders  do not need to give notice to, make any filing  with,  or
obtain any authorization, consent, or approval of any government or governmental
agency in order for the Parties to consummate the  transactions  contemplated by
this Agreement.

     (d)  Brokers'  Fees.  JBC, BL and The  Shareholders  have no  liability  or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect to the  transactions  contemplated by this Agreement for which XRG could
become liable or obligated.

     (e) Title to  Assets.  JBC or BL, as  applicable,  has good and  marketable
title to the  Purchased  Assets  and the  Real  Estate,  free  and  clear of any
Security Interests or restrictions on transfer.

     (f) Legal  Compliance.  JBC and BL have complied with all  applicable  laws
(including rules,  regulations,  codes, plans, injunctions,  judgments,  orders,
decrees,  rulings, and charges thereunder) of federal, state, local, and foreign
governments  (and  all  agencies  thereof),  and no  action,  suit,  proceeding,
hearing,  investigation,  charge,  complaint,  claim, demand, or notice has been
filed or commenced against JBC or BL alleging any failure so to comply.

     (g) Environment, Health, and Safety.

          (i)  JBC  and BL and  their  predecessors  have  complied  and  are in
     compliance   with,  and  the  Real  Estate  is  in  compliance   with,  all
     Environmental, Health, and Safety Requirements.

                                       5
<PAGE>

          (ii) Without limiting the generality of the foregoing, JBC and BL have
     obtained  and  complied  with,  and are in  compliance  with,  all permits,
     licenses  and  other   authorizations   that  are   required   pursuant  to
     Environmental,  Health,  and Safety  Requirements for the occupation of its
     facilities and the operation of its business.

          (iii)  Neither JBC or BL, nor their  predecessors,  has  received  any
     written or oral notice, report or other information regarding any actual or
     alleged violation of Environmental, Health, and Safety Requirements, or any
     liabilities   or  potential   liabilities   (whether   accrued,   absolute,
     contingent,   unliquidated  or  otherwise),  including  any  investigatory,
     remedial  or  corrective  obligations,  relating  to  any  of  them  or its
     facilities arising under Environmental, Health, and Safety Requirements.

     (h)  Disclosure.  The  representations  and  warranties  contained  in this
Section 3 do not  contain  any untrue  statement  of a fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained in this Section 3 not misleading.

     4.  Representations  and  Warranties of XRG. XRG represents and warrants to
JBC and BL that the  statements  contained  in this  Section 4 are  correct  and
complete as of the date of this Agreement and will be correct and complete as of
the Closing Date.

     (a)  Organization  of XRG. XRG is a  corporation  duly  organized,  validly
existing, and in good standing under the laws of the State of Delaware.

     (b)  Authorization  of  Transaction.  XRG has full power and  authority  to
execute and deliver this  Agreement  and to perform its  obligations  hereunder.
This  Agreement  constitutes  the valid and legally  binding  obligation of XRG,
enforceable in accordance with its terms and conditions.

     (c)  Noncontravention.  Neither  the  execution  and the  delivery  of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(i) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which XRG is subject or any  provision of its
charter or bylaws or (ii)  conflict  with,  result in a breach of,  constitute a
default under,  result in the  acceleration of, create in any party the right to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
XRG is a party or by which it is bound or to which any of its assets is subject.
XRG does not need to give any notice to,  make any  filing  with,  or obtain any
authorization,  consent, or approval of any government or governmental agency in
order for the  Parties  to  consummate  the  transactions  contemplated  by this
Agreement.

     (d) Brokers  Fees.  XRG has no liability or  obligation  to pay any fees or
commissions  to any broker,  finder,  or agent with respect to the  transactions
contemplated  by this  Agreement  for  which  JBC or BL could  become  liable or
obligated.

     5. Pre-Closing  Covenants.  In addition to the items set forth in Section 2
above,  the  Parties  agree as follows  with  respect to the period  between the
execution of this Agreement and the Closing.

                                       6
<PAGE>

     (a) General.  Each of the Parties will use its  reasonable  best efforts to
take all action and to do all things  necessary in order to consummate  and make
effective the transactions contemplated by this Agreement.

     (b) Operation of Business. JBC and BL will not engage in any practice, take
any  action,  or enter  into any  transaction  outside  the  Ordinary  Course of
Business.

     (c) Preservation of Business. JBC and BL will each maintain and continue to
promote its business, its business operations,  and its business  relationships,
and will  maintain its  property,  including  its present  operations,  physical
facilities, working conditions, and relationships with its suppliers, customers,
independent contractors and employees.

     (d) Full  Access,  Cooperation  and  Authorization.  JBC and BL will permit
representatives  of XRG to have full access at all  reasonable  times,  and in a
manner so as not to interfere with the normal business  operations of JBC or BL,
to all premises, properties,  personnel, books, records (including tax records),
contracts,  and  documents of or  pertaining to JBC and BL. JBC and BL and their
officers  and  employees  will  cooperate  with  XRG and  facilitate  XRG's  due
diligence  investigation  of JBC  and  BL.  JBC's  and  BL's  execution  of this
Agreement  constitutes  authorization to JBC's and BL's accountants,  attorneys,
bankers,  lenders and other  professional  advisors and consultants to meet with
representatives  of XRG and  disclose  to XRG any and all  information  in their
possession regarding JBC or BL.

     (e) Notice of  Developments.  Each Party will give prompt written notice to
the other Party of any material adverse  development  causing a breach of any of
its own  representations  and  warranties  in Section 3 and Section 4 above.  No
disclosure by any Party pursuant to this Section 5(e), however,  shall be deemed
to amend  or  supplement  the  Disclosure  Schedule  or to  prevent  or cure any
misrepresentation, breach of warranty, or breach of covenant.

     (f) Exclusivity. JBC and BL will revoke any current listing of its business
for sale. JBC and BL will not (i) solicit, initiate, or encourage the submission
of any proposal or offer from any Person  relating to the  acquisition of any of
the stock or assets of JBC or BL  (including  any  acquisition  structured  as a
merger, consolidation, or share exchange) or (ii) participate in any discussions
or negotiations  regarding,  furnish any information  with respect to, assist or
participate  in, or  facilitate in any other manner any effort or attempt by any
Person to do or seek the  foregoing.  JBC and BL will notify XRG  immediately if
any Person makes any proposal,  offer,  inquiry,  or contact with respect to the
foregoing.

     6. Conditions to Obligation to Close.

     (a)  Conditions to  Obligation of XRG. The  obligation of XRG to consummate
the transactions to be performed by it in connection with the Closing is subject
to satisfaction of the following conditions at or prior to Closing:

          (i) the  representations  and  warranties set forth in Section 3 above
     and Section 8 below shall be true and correct in all  material  respects at
     and as of the Closing Date;

                                       7
<PAGE>

          (ii) JBC and BL shall have  performed  and complied  with all of their
     covenants hereunder in all material respects through the Closing;

          (iii)  JBC  and BL  shall  have  procured  any  required  third  party
     consents;

          (iv) no action,  suit,  or  proceeding  shall be pending or threatened
     before any court or quasi-judicial or administrative agency of any federal,
     state,  local, or foreign  jurisdiction or before any arbitrator wherein an
     unfavorable  injunction,  judgment,  order, decree, ruling, or charge would
     (A) prevent  consummation of any of the  transactions  contemplated by this
     Agreement, (B) cause any of the transactions contemplated by this Agreement
     to be rescinded following  consummation,  (C) affect adversely the right of
     XRG to own the Purchased Assets;

          (v) XRG  shall  have  obtained  on  terms  and  conditions  reasonably
     satisfactory to it all of the financing it needs in order to consummate the
     transactions contemplated hereby;

          (vi)  all  actions  to be  taken  by  JBC  and BL in  connection  with
     consummation of the transactions  contemplated hereby and all certificates,
     opinions,   instruments,   and  other  documents  required  to  effect  the
     transactions  contemplated  hereby will be reasonably  satisfactory in form
     and substance to XRG; and

          (vii)  all  of the  following  shall  have  been  accomplished  to the
     reasonable satisfaction of XRG:

               (A)  execution  by the Parties of lease  agreements  covering the
          Real Estate and the trailers;

               (B) delivery of executed title  certificates to any titled assets
          to be acquired by XRG, including a warranty deed for the Real Estate;

               (C) completion to XRG's  satisfaction of its due diligence review
          and inspection of the Real Estate;

               (D) execution of a non-competition  agreement between XRG and The
          Shareholders; and

               (E) execution of employment  agreements by The  Shareholders,  as
          applicable.

     XRG may waive any condition specified in this Section 6(a) if it executes a
writing so stating at or prior to the Closing.

     (b) Conditions to Obligation of JBC and BL. The obligation of JBC and BL to
consummate the transactions to be performed by it in connection with the Closing
is subject to satisfaction of the following conditions:

                                       8
<PAGE>

     (i) the  representations  and warranties set forth in Section 4 above shall
be true and correct in all material respects at and as of the Closing Date;

     (ii) XRG  shall  have  performed  and  complied  with all of its  covenants
hereunder in all material respects through the Closing;

     (iii) no action,  suit, or proceeding shall be pending or threatened before
any court or  quasi-judicial  or  administrative  agency of any federal,  state,
local, or foreign  jurisdiction or before any arbitrator  wherein an unfavorable
injunction,  judgment,  order,  decree,  ruling,  or charge  would  (A)  prevent
consummation  of any of the  transactions  contemplated by this Agreement or (B)
cause any of the  transactions  contemplated  by this  Agreement to be rescinded
following consummation (and no such injunction, judgment, order, decree, ruling,
or charge shall be in effect); and

     (iv) all actions to be taken by XRG in connection with  consummation of the
transactions  contemplated hereby and all certificates,  opinions,  instruments,
and other documents required to effect the transactions contemplated hereby will
be reasonably satisfactory in form and substance to JBC and BL.

     JBC and BL may waive any  condition  specified  in this  Section 6(b) if it
executes a writing so stating at or prior to the Closing.

     7. Termination.

     (a) Termination of Agreement.  This Agreement may be terminated as provided
below:

          (i) XRG, BL and JBC may  terminate  this  Agreement by mutual  written
     consent at any time prior to the Closing;

          (ii) XRG may terminate  this Agreement by giving written notice to JBC
     and  BL if  XRG  is  not  reasonably  satisfied  with  the  results  of its
     continuing due diligence review regarding JBC or BL; or

          (iii) XRG may terminate this Agreement by giving written notice to JBC
     and BL at any  time  prior  to the  Closing  in the  event  JBC,  BL or The
     Shareholders  have  breached  any  material  representation,  warranty,  or
     covenant  contained  in this  Agreement in any  material  respect,  XRG has
     notified JBC, BL or The Shareholders, as applicable, of the breach, and the
     breach has  continued  without  cure for a period of thirty (30) days after
     the notice of breach.

     (b) Effect of Termination.  If any Party terminates this Agreement pursuant
to Section 7(a) above, all rights and obligations of the Parties hereunder shall
terminate  without any liability of any Party to any other Party (except for any
liability  of any  Party  then in  breach).  If XRG  terminates  this  Agreement
pursuant to Section 7(a)(iii) above,  JBC, BL and The Shareholders,  jointly and
severally,  shall  be  liable  for  XRG's  costs  and  expenses  related  to the
transaction hereunder.

                                       9
<PAGE>

     8. Real Estate Terms and Conditions

     (a)  Title and Lien  Documents.  Within  thirty  (30)  days  following  the
Effective Date, JBC, at its sole cost and expense,  shall deliver or cause to be
delivered to XRG the following:

          (i) a commitment for title insurance ("Title  Commitment") issued by a
     title company  acceptable to XRG ("Title Company") setting forth the status
     of the title of the Real Estate and showing all liens,  security interests,
     claims,   encumbrances,    easements,   rights   of   way,   encroachments,
     reservations, restrictions, and any other matters affecting the Real Estate
     ("Encumbrances"); and

          (ii) true,  complete,  and legible copies of all documents referred to
     in the Title Commitment.

     (b) Delivery of Survey.  Within  thirty (30) days  following  the Effective
Date, JBC, at its sole cost and expense,  shall deliver or cause to be delivered
to XRG a survey  ("Survey")  of the Real  Estate  which  shall:  (i) reflect the
actual  dimensions  of, and area within,  the Real  Estate,  the location of any
easements,  setback lines, encroachments,  or overlaps thereon or thereover, and
the outside  boundary  lines of all  improvements;  (ii)  identify by  recording
reference all  easements,  setback lines,  and other matters  referred to on the
Title Commitment; (iii) reflect that there is access to and from the Real Estate
from a publicly  dedicated street or road; (iv) reflect any area within the Real
Estate that has been  designated by any federal,  state,  or local  governmental
agency or body as being subject to special, or increased,  flooding hazards; and
(v)  include  a  surveyor's  certification,  reasonably  acceptable  to XRG  and
sufficient  to cause the Title  Company to delete any  survey  exception  on the
owner's title policy.  The surveyor shall compile a metes and bounds description
of the Real Estate  from the  information  contained  within the Survey and this
description  shall be used in the  documents  executed at Closing and such field
notes shall be incorporated  herein by this reference upon their  completion and
approval by XRG.

     (c) Notice of Objections.  Within thirty (30) days after the receipt of all
of the items  referred to in subsections  (a) and (b) above,  XRG shall give JBC
written notice ("Objection Notice") of all Encumbrances  reflected on the Survey
that  constitute,  in XRG's sole opinion,  objections  to title  ("Objectionable
Encumbrances").  If XRG's Objection Notice is not timely delivered,  then all of
the items reflected on the Title Commitment and Survey shall be considered to be
Permitted Encumbrances (as hereinafter defined).

     (d) JBC to Obtain Releases.  JBC covenants and agrees, at its sole cost and
expense,  to obtain releases,  at or prior to Closing,  for any and all Security
Interests affecting the Real Estate as of the date of Closing. In addition,  JBC
covenants and agrees to use its best efforts,  at its sole cost and expense,  to
cure or remove any other Objectionable Encumbrances.  Within ten (10) days after
the receipt of XRG's Objection Notice, JBC shall give XRG written notice ("JBC's
Title Notice") specifying the Objectionable  Encumbrances that have been removed
or cured, with evidence  acceptable to XRG and the Title Company of such removal
or cure.

     (e) Failure to Deliver  Title  Notice.  If JBC fails to deliver JBC's Title
Notice or if JBC is unable to cure or remove the  Objectionable  Encumbrances to
the  satisfaction of XRG within ten (10) days after XRG's  Objection  Notice was
delivered, XRG shall have the right prior to Closing to terminate this Agreement
by giving JBC, BL and The Shareholders  written notice thereof. In the event XRG
elects not to terminate this Agreement and to proceed with the Closing, then all
Objectionable  Encumbrances  that have not been cured or removed shall be deemed
waived.  All items reflected on the Survey to which no objection is made and all
Objectionable  Encumbrances which are subsequently waived are referred to as the
"Permitted Encumbrances."

                                       10
<PAGE>

     (f) Property  Inspection.  XRG may, at its option and expense within thirty
(30)  days  following  the  Effective  Date   ("Inspection   Period"),   conduct
inspections,  tests and investigations of the Real Estate as XRG deems necessary
to determine  suitability for XRG's business.  JBC shall grant reasonable access
to the Real Estate to XRG, its agents,  contractors  and assigns for the purpose
of  conducting  the  inspections.  XRG may terminate  this  Agreement by written
notice to JBC prior to expiration of the  Inspection  Period if the  inspections
reveal,   in  XRG's  sole   judgment,   any   conditions   that  are  reasonably
unsatisfactory  to XRG,  unless JBC elects to repair  such  conditions  to XRG's
satisfaction.

     (g)  Warranties  Regarding  Real  Estate.  To induce XRG to enter into this
Agreement, JBC makes the following warranties and representations,  all of which
shall be true and  correct  as of the date of  Closing  and  shall  survive  the
Closing.

          (i) JBC now has and will have at Closing good and  indefeasible  title
     in fee simple to the Real Estate and no party,  except as herein set forth,
     has or shall have any right in, or to acquire, the Real Estate;

          (ii) at the  Closing,  the Real Estate  shall be free and clear of all
     encumbrances except Permitted Encumbrances;

          (iii) there are no actions, suits, claims, assessments, or proceedings
     pending  or, to the  knowledge  of JBC,  threatened  that could  materially
     adversely  affect the  ownership,  operation,  or  maintenance  of the Real
     Estate or JBC's ability to perform hereunder;

          (iv) JBC has full right, power, and authority to execute, deliver, and
     perform this Agreement  without obtaining any further consents or approvals
     from,  or the  taking of any  other  actions  with  respect  to,  any third
     parties;

          (v) no uncured breach or default,  whether declared or not, including,
     without  limitation,  nonpayment  of  any  sum  or  nonperformance  of  any
     obligation,  exists under, or with regard to, any obligation of JBC that is
     secured by a lien on the Real Estate;

          (vi) the location, construction,  occupancy, operation, and use of the
     Real Estate does not violate any applicable law, statute,  ordinance, rule,
     regulation,  order, or determination of any governmental  authority, or any
     restrictive covenant or deed restriction  (recorded or otherwise) affecting
     the Real Estate,  including,  without  limitation,  all  applicable  zoning
     ordinances and building  codes,  flood  disaster  laws, and  Environmental,
     Health, and Safety Requirements;

          (vii) JBC has not obtained, and is not required to obtain, and JBC has
     no  knowledge  of any reason XRG will be required to obtain,  any  permits,
     licenses, or similar authorizations to construct,  occupy,  operate, or use
     any buildings, improvements,  fixtures, and equipment forming a part of the
     Real   Estate  by  reason  of  any   Environmental,   Health,   and  Safety
     Requirements;

          (viii)  all  leases  on the Real  Estate,  if any,  are now and at the
     Closing will be in full force and effect,  to the best of JBC's  knowledge,
     JBC is not in default in its  obligations  as  landlord,  no tenant has any
     right to cancel or terminate its lease as a result of this  transaction  or
     by reason of any existing facts known to Seller, no tenant has any right to
     extend or renew its lease except as  indicated in the leases,  no tenant is
     entitled to any concession, rebate, or refund, none of the leases have been
     assigned,  pledged,  or encumbered  except to the holder of any mortgage on
     the Real Estate, and no claims or litigation,  actual or threatened,  exist
     with regard to any of the leases;

                                       11
<PAGE>


          (ix) the unpaid  balance of any  mortgage,  if any, is as set forth on
     Exhibit  _____,  the note  and the  mortgage  are not now,  nor will at the
     Closing be, in default, and true copies of such note and mortgage have been
     delivered by XRG;

          (x) there are, and will be, no special  taxes or  assessments  for any
     improvements  made or installed on the Real Estate prior to the Closing and
     all storm and sanitary  sewers,  the paving of roads and  streets,  and all
     curbs and gutters have been installed and paid for;

          (xi) the Real  Estate is serviced  by  municipal  water and either the
     municipal sewer system or the septic tanks and leaching fields, if any, are
     wholly contained within the boundaries of the Real Estate;

          (xii) all utility  lines  (including  sanitary and storm sewers) enter
     the Real Estate through public streets or through  dedicated  rights of way
     or equivalent servitudes;

          (xiii) JBC has no  knowledge of any zoning or building  violations  or
     any action,  suit, or proceeding pending or threatened against or affecting
     the Real  Estate or any  portion  thereof  in any court or before or by any
     federal,  state,  county, or municipal  department,  commission,  board, or
     agency or other governmental instrumentality;

          (xiv)  all  occupancy  and use  permits,  licenses,  and  certificates
     necessary  for the use of the Real  Estate  have  been  duly  issued by the
     appropriate authorities;

          (xv) JBC agrees to indemnify and hold XRG harmless with respect to any
     mechanic's and  materialmen's  liens against the Real Estate arising out of
     any work performed or materials furnished by or on JBC's behalf or request;

          (xvi)  at the  time  of  the  Closing,  there  will  be no  collective
     bargaining or union contracts affecting the Real Estate;

          (xvii) there is no condemnation threatened or pending against the Real
     Estate or any part thereof;

          (xviii)  there  are no  material  defects  with  regard  to any of the
     structural  components  of the  buildings on the Real Estate,  the roof and
     exterior walls are free of leaks, and the electrical, mechanical, plumbing,
     and HVAC systems are in good working order;

          (xix) JBC has not received any notices from any  insurance  company of
     any defects or  inadequacies  in the Real Estate or any part thereof  which
     would  materially and adversely  affect the insurability of the Real Estate
     or the premiums for the insurance thereon,  and no notice has been given by
     any insurance company which has issued a policy with respect to any portion
     of the Real Estate requesting the performance of any repairs,  alterations,
     or other work which has not been complied with;

          (xx)  there are no parties in  possession  of any  portion of the Real
     Estate,  whether  as  lessees,   tenants  at  sufferance,   trespassers  or
     otherwise, except for tenants under written leases that have been disclosed
     to XRG;

          (xxi) the  improvements  and  structures  on the Real  Estate  are not
     within  any area  determined  to be  flood-prone  under the  Federal  Flood
     Protection Act of 1973;

                                       12
<PAGE>

          (xxii) the Real Estate and JBC are not  currently  in  violation of or
     subject  to (i) any  existing,  pending,  or  threatened  investigation  or
     inquiry by any  governmental  authority  arising  from,  related  to, or in
     connection with one or more actual or alleged violation(s) of the Americans
     with Disabilities Act (the "ADA"),  or (ii) any remedial  obligations under
     or imposed by the ADA; and

          (xxiii) JBC shall  immediately  notify XRG of any material change with
     respect  to the Real  Estate or any  information  heretofore  or  hereafter
     furnished to XRG with respect to the Real Estate.

     (h)  Warranty  Deed.  At the  Closing,  JBC shall  deliver to XRG a general
warranty deed, with the standard  covenants of title,  conveying the Real Estate
to XRG.

     (i) Title Insurance Policy. JBC shall deliver to XRG, at Closing, a form of
owner's policy of title insurance  ("Title  Policy") issued by the Title Company
in the full  amount of the  purchase  price of the Real  Estate  insuring  XRG's
indefeasible fee simple title to the Real Estate,  subject only to the Permitted
Encumbrances  and the printed  exceptions  contained in the standard  form of an
owner's policy of title insurance.

     (j) XRG's Payment  Obligations.  At Closing,  XRG shall pay for all charges
for the recordation of the instruments conveying title to the Real Estate.

     (k) JBC's  Payment  Obligations.  At  Closing,  JBC shall pay for:  (i) the
premium for the Title Policy;  (ii) all charges for tax certificates;  (iii) all
charges for the preparation  and recording of any instruments  required to clear
JBC's title for conveyance in accordance  with the provisions of this Agreement;
and (iv) the cost of the Survey (if not previously paid).

     (l)  Adjustments  at  Closing.  Ad  valorem  taxes and all other  taxes and
assessments affecting the Real Estate for 2003 shall be prorated between JBC and
XRG as of the Closing  Date and XRG shall assume the payment  thereof  after the
Closing  Date.  If the  actual  amounts to be  prorated  are not known as of the
Closing  Date,  the  prorations  shall be made on the basis of the best evidence
then  available,  and  thereafter  when  actual  figures  are  received,  a cash
settlement will be made between JBC and XRG.

     (m) Operation of the Real Estate.  During the period  between the Effective
Date and the Closing, JBC shall:

          (i) keep the Real  Estate  in good  repair  and  condition,  including
     making necessary repairs and replacements;

          (ii)  comply   with  all  state  and   municipal   laws,   ordinances,
     regulations, and orders relating to the Real Estate;

          (iii)  comply with all the terms,  conditions,  and  provision  of all
     leases,  liens,  mortgages,   agreements,  insurance  policies,  and  other
     contractual arrangements relating to the Real Estate, make all payments due
     thereunder, and suffer no default therein;

          (iv) without written approval of XRG, neither negotiate nor enter into
     any new  contract  or modify any  existing  contract  affecting  the use or
     operation of the Real Estate;

          (v)  operate,  manage,  and  maintain the Real Estate in the usual and
     customary manner;

          (vi) promptly  notify XRG in writing if any material  change occurs in
     the occupancy or conditions affecting the Real Estate;

                                       13
<PAGE>

          (vii) not, without XRG's prior written consent,  enter into, amend, or
     terminate  any lease,  or institute  any  proceeding at law or in equity to
     enforce any lease, covering the Real Estate; and

          (viii) provide XRG and its representatives, employees, and agents full
     and complete access, during normal business hours, to the Real Estate.

     (n) Casualty Loss. As used in this section,  the term "Casualty Loss" shall
mean any  destruction  by  fire,  storm,  or other  casualty  or any  taking  in
condemnation  or under the right of eminent domain of the Real Estate or portion
thereof,  in each case prior to  Closing.  JBC shall  promptly  give XRG written
notice ("Casualty  Notice") of any Casualty Loss of which JBC becomes aware. XRG
shall have the option,  which must be  exercised  within ten (10) days after its
receipt of the Casualty  Notice,  to terminate this Agreement or to proceed with
the Closing.  If XRG elects to proceed with  Closing,  it shall acquire the Real
Estate in  accordance  with the terms  hereof and JBC shall  transfer to XRG all
unpaid insurance  proceeds,  claims,  awards,  and other payments arising out of
such  Casualty  Loss and pay to XRG all sums paid to JBC as insurance  proceeds,
awards,  or other  payments  arising out of such  Casualty  Loss.  JBC shall not
voluntarily  compromise,  settle, or adjust any amounts payable by reason of any
Casualty Loss without first obtaining the written consent of XRG.

     9. Miscellaneous.

     (a) Survival of Representations and Warranties.  All of the representations
and  warranties  of the Parties  contained in this  Agreement  shall survive the
Closing hereunder.

     (b) Press Releases and Public Announcements. No Party shall issue any press
release or make any public  announcement  relating to the subject matter of this
Agreement prior to the Closing  without the prior written  approval of the other
Party.

     (c) No  Third-Party  Beneficiaries.  This  Agreement  shall not  confer any
rights or remedies  upon any Person other than the Parties and their  respective
successors and permitted assigns.

     (d) Entire Agreement.  This Agreement  (including the documents referred to
herein)  constitutes the entire agreement between the Parties and supersedes any
prior  understandings,  agreements,  letters of intent, or representations by or
between the  Parties,  written or oral,  to the extent they relate in any way to
the subject matter hereof.

     (e) Succession  and  Assignment.  This Agreement  shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of its
rights,  interests,  or obligations hereunder without the prior written approval
of the other Party or Parties; provided, however, that XRG may (i) assign any or
all of its rights and interests  hereunder to one or more of its  affiliates and
(ii)  designate  one or  more  of its  affiliates  to  perform  its  obligations
hereunder (in any or all of which cases XRG nonetheless shall remain responsible
for the performance of all of its obligations hereunder).

                                       14
<PAGE>

     (f)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     (g) Headings. The section headings contained in this Agreement are inserted
for  convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation of this Agreement.

     (h)  Notices.   All  notices,   requests,   demands,   claims,   and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder shall be deemed duly given if (and then three
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

                  If to JBC or BL:

                  J. Bently Companies, Inc.
                  P.O. Box 272
                  Sweetwater, TN  37874-0272


                  If to The Shareholders:

                  c/o J. Bently Companies, Inc.
                  P.O. Box 272
                  Sweetwater, TN  37874-0272


                  If to XRG:

                  XRG, Inc.
                  5301 W. Cypress Street
                  Suite 111
                  Tampa, FL  33607
                  ATTN: Kevin P. Brennan

     Any  Party  may  send  any  notice,   request,   demand,  claim,  or  other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service,  telecopy,  ordinary  mail,  or electronic  mail),  but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given  unless and until it actually is received by the intended  recipient.  Any
Party may change the address to which notices,  requests,  demands,  claims, and
other  communications  hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.

     (i)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the domestic laws of the State of Florida without giving effect
to any choice or  conflict  of law  provision  or rule  (whether of the State of
Florida or any other  jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Florida.

                                       15
<PAGE>

     (j) Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by the Parties. No
waiver by any Party of any default, misrepresentation,  or breach of warranty or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or  subsequent  default,  misrepresentation,  or  breach  of  warranty  or
covenant  hereunder  or affect in any way any  rights  arising  by virtue of any
prior or subsequent such occurrence.

     (k)  Severability.  Any term or provision of this Agreement that is invalid
or  unenforceable  in any  situation  in any  jurisdiction  shall not affect the
validity or  enforceability  of the remaining terms and provisions hereof or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation or in any other jurisdiction.

     (1) Expenses.  Each of XRG, JBC, BL and The  Shareholders  will bear its or
his own costs and  expenses  (including  legal fees and  expenses)  incurred  in
connection with this Agreement or the  transactions  contemplated  hereby or the
enforcement thereof.

     (m) Construction.  The Parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  Parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any Party by virtue of the  authorship  of any of the
provisions of this  Agreement.  Any reference to any federal,  state,  local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations  promulgated  thereunder,  unless the  context  requires  otherwise.
Nothing in the  Disclosure  Schedule  shall be deemed  adequate  to  disclose an
exception to a  representation  or warranty  made herein  unless the  Disclosure
Schedule  identifies the exception with reasonable  particularity  and describes
the relevant facts in reasonable detail.  Without limiting the generality of the
foregoing, the mere listing (or inclusion of a copy) of a document or other item
shall not be deemed  adequate to disclose an  exception to a  representation  or
warranty made herein (unless the  representation  or warranty has to do with the
existence of the document or other item  itself).  The Parties  intend that each
representation,  warranty,  and covenant contained herein shall have independent
significance.

     (n)  Incorporation of Exhibits.  The Exhibits  identified in this Agreement
are incorporated herein by reference and made a part hereof.

     (o) Specific Performance.  Each of the Parties acknowledges and agrees that
the other Party would be damaged  irreparably in the event any of the provisions
of this  Agreement are not performed in accordance  with their specific terms or
otherwise are breached.  Accordingly,  each of the Parties agrees that the other
Party shall be entitled to an injunction to prevent any breach of the provisions
of this Agreement and to enforce  specifically  this Agreement and the terms and
provisions hereof in any action instituted in any court of the State of Florida,
in  addition  to any  other  remedy  to which it may be  entitled,  at law or in
equity.

     (p)  Submission  to  Jurisdiction.  Each  of  the  Parties  submits  to the
jurisdiction  of the courts of the State of Florida in any action or  proceeding
arising  out of or  relating  to this  Agreement  and agrees  that all claims in
respect  of the action or  proceeding  may be heard and  determined  in any such

                                       16
<PAGE>

court. Each party also agrees not to bring any action or proceeding  arising out
of or relating to this Agreement in any other court.  Each of the Parties waives
any defense of inconvenient forum to the maintenance of any action or proceeding
so brought and waives any bond, surety, or other security that might be required
of any other Party with respect thereto. Any Party may make service on the other
Party by sending or  delivering  a copy of the process to the Party to be served
at the address and in the manner  provided  for the giving of notices in Section
9(h) above. Nothing in this Section 9(p), however, shall affect the right of any
Party to serve legal process in any other manner  permitted by law or in equity.
Each Party agrees that a final  judgment in any action or  proceeding so brought
shall be conclusive  and may be enforced by suit on the judgment or in any other
manner provided by law or in equity


     IN WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of
the Effective Date.

                                XRG, INC.

                                By:

                                Title:


                                J. BENTLY COMPANIES,
                                INCORPORATED

                                By:

                                Title:


                                BENTLY LOGISTICS, INCORPORATED

                                By:

                                Title:


                                The Shareholders:


                                Signature


                                Printed Name



                                Signature


                                Printed Name

                                       17
<PAGE>

Attachments:

Exhibit A:        Furniture, Fixtures and Equipment
Exhibit B:        Acquired Contracts and Agreements
Exhibit C:        Bill of Sale
Exhibit D:        Assignment of Contracts
Exhibit E:        Description of Real Estate



                                       18