EXHIBIT 10.1
                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT is made as of the 1st day of September, 2003, by and between
XRG Logistics, a Florida corporation having its principal office located at 5301
W. Cypress Street,  Suite 111, Tampa,  Florida 33607 (hereinafter  "XRGL"),  and
Stanley Shadden, an individual residing in McMinn County, Tennessee (hereinafter
"Executive").

                                   Witnesseth:

     Concurrently with the execution and delivery of this Agreement,  XRG, Inc.,
a Delaware corporation and the parent corporation of XRGL ("XRG"), is purchasing
the stock of XRG Logistics, Inc., a Florida corporation ("Stock Purchase"). Upon
the  consummation of the Stock  Purchase,  XRGL desires to employ the Executive,
and the Executive wishes to accept such employment with XRGL, upon the terms and
conditions set forth in this Agreement.

     Accordingly, in consideration of the foregoing and the respective covenants
of the parties set forth  herein,  the parties,  intending to be legally  bound,
agree as follows:

     1.  Employment.  XRGL hereby employs the Executive and the Executive hereby
accepts employment by XRGL upon the terms and conditions  hereinafter set forth.
All previous  employment  agreements or other terms and conditions of employment
between  any other  entity  and the  Executive  are  hereby  terminated  and are
superseded by this Agreement.

     2. Term.  Subject to the provisions of Paragraph 11 hereof, the term of the
Executive's  employment by XRGL under this Agreement  shall commence on the date
hereof  and  shall  continue  for a term of five (5)  years  ("Original  Term").
Expiration  of the  Original  Term shall not prevent  XRGL from  continuing  the
Executive's  employment  beyond such expiration on such terms as may be mutually
satisfactory to XRGL and the Executive.  The term of the Executive's  employment
hereunder,  including any  extension  beyond the Original  Term, is  hereinafter
referred to as the "Employment Period. "

     3. Duties.  The  Executive  shall be employed as the  President of XRGL and
shall have such duties as are  assigned or delegated to him from time to time by
the  Board of  Directors  of XRGL.  The  Executive  shall  devote  such time and
attention  during normal business hours to the business of XRGL as determined by
the Board of Directors  of XRGL.  Nothing  herein,  however,  shall  prevent the
Executive  from  engaging in additional  activities in connection  with personal
investments  and  community  affairs that do not  interfere or conflict with his
duties hereunder.

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     4. Base  Compensation.  The  Executive  shall be paid a salary at an annual
rate of $96,000 during the Original Term, which shall be payable in installments
in accordance with XRGL's customary  payroll  practices,  but no less frequently
than  monthly.  The salary to be paid  during any  extension  of the  Employment
Period beyond the Original Term will be as agreed to by XRGL and the Executive.

     5.  Quarterly  Bonus.  The Executive  shall be entitled to participate in a
quarterly bonus program. The quarterly bonus program is described in Exhibit A.

     6.  Stock.  At the  closing of the Stock  Purchase,  XRG will issue  50,000
shares of XRG common stock to the  Executive.  The Executive will be entitled to
an  additional  50,000  shares of XRG stock at the one-year  anniversary  of his
employment.  In addition,  the  Executive  will be entitled to a bonus of 50,000
shares of XRG stock if XRGL of which the  Executive  is  President,  during  the
first year of his contract,  exceeds gross revenue of $20 million with operating
costs, as described in Exhibit A "The quarterly  bonus  program",  not exceeding
85% of gross revenue.

     7. Automobile Expense Allowance.  During the Employment Period,  XRGL shall
pay to the Executive an automobile  expense  allowance of $500 per month,  which
shall be paid to Executive on the first business day of each month.  This amount
covers automobile purchase or lease payments and automobile insurance payments.

     8.  Expenses.  Subject to compliance  by the  Executive  with such policies
regarding expenses and expense reimbursement as may be adopted from time to time
by XRGL,  the  Executive  is  authorized  to incur  reasonable  expenses  in the
performance  of his duties  hereunder in furtherance of the business and affairs
of XRGL and XRGL will reimburse the Executive for all such reasonable  expenses,
in all cases upon the  presentation  by the  Executive  of an  itemized  account
satisfactory to XRGL in substantiation of such expenses.

     9.  Vacations.  The  Executive  shall  be  entitled  to paid  vacations  in
accordance with the policies of XRGL in effect, from time to time, as determined
by the Board of Directors of XRGL; but in any event, Executive shall be entitled
to not less than one (1) week per year of paid vacation.

     10. Other Employee  Benefits.  The Executive  shall,  during the Employment
Period, be eligible to participate in such pension,  profit sharing, bonus, life
insurance,  hospitalization and medical and other employee benefit plans of XRGL
which may be in effect from time to time to the extent he is eligible  under the
terms of those plans;  provided,  however, that the allocation of benefits under
any bonus or other plan which provides that  allocations  thereunder shall be in
the  discretion  of the Board of Directors of XRGL shall be as  determined  from
time to time solely by the Board of Directors; but in any event, Executive shall
be entitled to not less than group insurance with PPO plan.

     11. Termination.

     (a) The Employment  Period,  the Executive's  compensation  and any and all
other rights of the Executive  under this  Agreement or otherwise as an employee
of XRGL shall terminate  (except as to compensation  and rights accrued prior to
the effective  date of such  termination):  (i) upon the death of the Executive;
(ii) upon fourteen  (14) days prior  written  notice by XRGL to Executive in the


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event of the  physical  or mental  disability  of the  Executive  (as defined in
Paragraph  11(b) below);  (iii) for Cause (as defined in Paragraph 11(c) below),
immediately  upon the giving of written notice thereof by XRGL to the Executive,
or at such later time as such notice may specify;  or (iv) without  Cause at any
time after the initial one-year term hereof, upon not less than sixty (60) days'
prior  written  notice by either the  Executive  or XRGL to the other  party and
subject to Paragraph 11(d) below.

     (b) For purposes of this Agreement, the Executive shall be deemed to have a
"physical  or mental  disability"  if for medical  reasons he has been unable to
perform his duties for thirty (30)  consecutive  days or ninety (90) days in any
12-month  period,  all as  determined  in good  faith  by a  physician  mutually
acceptable to Executive and the Board of Directors of XRGL.

     (c) For purposes of this  Agreement,  the term  "Cause"  shall be deemed to
mean the Executive's  conviction of any crime, the Executive's commission of any
act of willful misconduct or dishonesty, or the material breach of any provision
of this Agreement by the Executive.

     (d) In the event the Employment Period is terminated by XRGL for any reason
other than for Cause or for the death or the  physical or mental  disability  of
the  Executive,  XRGL shall pay to the  Executive,  as XRGL's sole and exclusive
obligation  related to such  termination,  the  compensation  and annual bonuses
provided for in this  Agreement  for the  remainder of the  Original  Term.  The
Executive shall also be entitled to a continuation of medical and life insurance
benefits,  on the same terms and conditions as existed immediately prior to such
termination, for the remainder of the Original Term.

     (e) Executive may terminate his employment for good reason. For purposes of
this  Agreement,  "good  reason" shall mean a failure by XRGL to comply with any
material provision of this Agreement, which failure is not cured within fourteen
(14) days after a written notice of noncompliance has been given by Executive to
XRGL,  provided that the foregoing notice and cure provisions shall not apply to
any failure by XRGL to comply with its payment obligations hereunder.

     12. Non-Disclosure Covenant. The Executive acknowledges that (i) during the
Employment  Period  and as a part  of his  employment,  the  Executive  will  be
afforded access to  Confidential  Information  (as  hereinafter  defined);  (ii)
public  disclosure of  Confidential  Information  could have a material  adverse
impact on XRG, on XRGL or on the other  subsidiaries  of XRG  (hereinafter  "XRG
Companies")  and their  respective  businesses;  (iii) the  Executive  possesses
substantial  technical  expertise  and skill with respect to the business of the
XRG Companies; and (iv) XRG has required the Executive to make the covenants set
forth in this  Section 12 as a  condition  to its  purchase  of the stock of XRG
Logistics,   Inc.  and  the  Executive  is  willing  to  do  so.  The  Executive
acknowledges that the provisions of this Section 12 are reasonable and necessary
with respect to the use of Confidential Information.

     As used in this Agreement,  the term "Confidential  Information" shall mean
inventions and improvements,  ideas, plans, processes,  techniques,  technology,
customer lists, business methods, trade secrets as defined under applicable law,
and other information developed or acquired by or on behalf of the XRG Companies


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which  relate to or affect  any  aspect of the  business  of the XRG  Companies.
Confidential  Information  shall not include  information that becomes generally
known to the public through no act of Executive in breach of this Agreement

     In  consideration  of the  foregoing  and of  continued  employment  of the
Executive by XRGL and the compensation and benefits paid or provided,  and to be
paid or provided,  to the Executive by XRGL, the Executive  hereby covenants and
agrees as follows:

     Both  during and after the  Employment  Period,  the  Executive  shall not,
without XRGL's prior written  consent,  disclose to any third party,  or use for
any  purpose  other than for the  exclusive  benefit of the XRG  Companies,  any
Confidential Information.

     The  Executive  agrees  that  disclosures  made  by the  XRG  Companies  to
governmental  authorities,  to their customers or potential customers,  to their
suppliers or potential suppliers,  to their employees or potential employees, to
their  consultants  or  potential  consultants  or  disclosures  made by the XRG
Companies in any litigation or administrative or governmental  proceedings shall
not mean that the matters so disclosed are available to the general public.

     The  Executive  shall not remove from the  premises  of the XRG  Companies,
except when appropriate to the pursuit of their business, any document,  record,
notebook,  plan, model,  component, or device. The Executive recognizes that, as
between  the XRG  Companies  and the  Executive,  all such  documents,  records,
notebooks, plans, models, components or devices, whether or not developed by the
Executive,  are the  exclusive  property of the XRG  Companies.  In the event of
termination of the Executive's employment with XRGL, or upon the earlier request
of any of the XRG Companies  during the Employment  Period,  the Executive shall
return to the XRG Companies all documents,  records,  notebooks,  plans, models,
components,  and  devices  in  the  Executive's  possession  or  subject  to the
Executive's  control.  The  Executive  shall not retain any  copies,  abstracts,
sketches or other physical  embodiment of any such document,  record,  notebook,
plan, model, component or device.

     13. Covenant Not to Compete; Non-Interference.

     (a) The Executive acknowledges that the services to be performed under this
Agreement are of a special and unique character,  that the businesses of the XRG
Companies are national in scope, that their services are marketed throughout the
United States, and that the XRG Companies compete with other  organizations that
are or could be located in any part of the United States.  The Executive further
acknowledges  that XRG requires the Executive to agree to the provisions of this
Section 13 as a condition to its purchase of the stock of XRG Logistics, Inc. In
consideration of the foregoing, and in consideration of his continued employment
by XRGL, the Executive hereby covenants and agrees that he shall not:

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     (i)  during  the  Employment  Period,  and for a period  of five (5)  years
thereafter,  directly or indirectly  engage or invest in, own, manage,  operate,
control or participate in the ownership, management, operation or control of, be
employed,  associated or in any manner  connected  with,  or render  services or
advice to, any business  whose  services or activities  compete,  in whole or in
part,  with  the  services  or  activities  of  the  XRG  Companies  within  the
geographical  territories within the United States in which the XRG Companies at
any time during the Employment Period conduct their respective businesses;

     (ii)  whether  for the  Executive's  own  account or for the account of any
other person, at any time during the Employment Period, and for a period of five
(5) years thereafter,  solicit the business of any person or entity known by the
Executive to be a customer of the XRG  Companies,  whether or not the  Executive
had personal contact with such person or entity during his employment with XRGL;
and

     (iii) whether for the  Executive's  own account or the account of any other
person at any time  during  the  Employment  Period and for a period of five (5)
years  thereafter,   solicit,   employ  or  otherwise  engage  as  an  employee,
independent contractor or otherwise, any person who is or was an employee of any
of the XRG Companies during the Executive's  Employment Period, or in any manner
induce  or  attempt  to  induce  any  employee  of any of the XRG  Companies  to
terminate his/her employment with such company.

     It is  understood  by and  between the  parties  hereto that the  foregoing
covenants by the Executive  set forth in this Section 13 are essential  elements
of this Agreement and that but for the agreement of the Executive to comply with
such covenants,  XRGL would not have entered into this  Agreement.  XRGL and the
Executive have  independently  consulted their respective  counsel and have been
advised in all respects  concerning  the  reasonableness  and  propriety of such
covenants, with specific regard to the nature of the businesses conducted by the
XRG Companies.

     (b)  Notwithstanding  any provision of this Agreement to the contrary,  the
restrictions set forth in Section 13(a) hereof shall not apply in the event that
XRGL  terminates the  Employment  Period during the Original Term for any reason
other than for Cause or the physical or mental disability of the Executive.

     (c) Notwithstanding that the Executive's employment hereunder may expire or
be terminated as provided in Section 11 hereof, this Agreement shall continue in
full force and effect  insofar as is  necessary  to enforce  the  covenants  and
agreements of the Executive contained in Section 13.

     14.  Injunctive  Relief.  The Executive  acknowledges that the damages that
would be suffered by the XRG Companies as a result of a breach of the provisions
of Section 12 or 13 of this Agreement may not be  calculable,  and that an award
of a monetary judgment to any of the XRG Companies for such a breach would be an
inadequate remedy. Consequently,  any of the XRG Companies shall have the right,
in  addition  to any  other  rights  it may  have,  to  obtain,  in any court of
competent  jurisdiction,  injunctive relief to restrain any breach or threatened
breach hereof or otherwise to specifically enforce any of the provisions of this
Agreement and such company shall not be obligated to post bond or other security
in seeking such relief.

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     15.  Definition of "person." The term "person"  shall mean any  individual,
corporation, firm, association,  partnership, limited liability company or other
legal entity or other form of business organization.

     16. Compliance with Other Agreements. The Executive represents and warrants
that the  execution  and  delivery by the  Executive of this  Agreement  and the
performance  by the  Executive of his  obligations  hereunder  will not, with or
without  the giving of notice or the passage of time,  or both,  (i) violate any
judgment,  writ,  injunction or order of any court,  arbitrator or  governmental
agency applicable to the Executive;  or (ii) conflict with, result in the breach
of any provisions of or the termination  of, or constitute a default under,  any
agreement to which the Executive is a party or by which he is or may be bound.

     17.  Waiver of Breach.  The  waiver by any party  hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.

     18. Binding Effect; Benefits. This Agreement shall inure to the benefit of,
and shall be binding upon, the parties hereto and their  respective  successors,
assigns, heirs and legal  representatives,  including,  without limitation,  any
entity with which XRGL may merge or  consolidate or to which it may transfer all
or substantially all of its assets. Insofar as the Executive is concerned,  this
Agreement, being personal, may not be assigned.

     19. Notices. All notices and other communications which are required or may
be given  under this  Agreement  shall be in writing and shall be deemed to have
been duly given when delivered in person or three (3) days after being mailed by
registered or certified first class mail, postage prepaid.

     20.  Entire  Agreement;  Amendments.  This  Agreement  contains  the entire
agreement  of  the  parties  with  respect  to the  subject  matter  hereof  and
supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be changed  orally,  but only by an  agreement  in  writing  signed by the party
against whom any waiver, change, amendment, modification or discharge is sought.

     21. Severability. If any provision or provisions of this Agreement shall be
declared  invalid or  unenforceable,  any such provision or provisions  shall be
deemed severed from the remainder of the provisions contained herein which shall
otherwise remain in full force and effect.

     22.  Governing  Law;  Consent  to  Jurisdiction.  This  Agreement  shall be
governed by and  construed in  accordance  with the laws of the State of Florida
without  giving  effect to the  principles  of  conflicts  of law  thereof.  The
Executive  hereby submits to the  jurisdiction and venue of the Circuit Court of
the  State of  Florida  for the  County of  Hillsborough  or the  United  States
District Court for the Middle District of Florida,  Tampa Division, for purposes
of any legal action related hereto.  The Executive  agrees that service upon him
in any such action may be made by first class mail, certified or registered.

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     23. Dispute Resolution. Any dispute, controversy or claim arising out of or
relating to this  Agreement  (except  for matters  covered by Section 14 hereof)
shall be settled by arbitration by the American Arbitration  Association ("AAA")
in accordance  with the then current rules in effect  governing  arbitration  of
such matters.  The arbitration shall be conducted in Tampa, Florida by three (3)
independent  and impartial  arbitrators.  The award rendered by the  arbitrators
shall be final and a judgment may be entered upon it according to applicable law
in any court having jurisdiction.  The arbitrators shall, in the award, allocate
the costs and  expenses of the  arbitration,  including  AAA fees and  expenses,
arbitrator  compensation  and  expenses,  the  cost  of any  court  reporter  or
stenographer  employed  by the parties and the  reasonable  attorneys'  fees and
expenses of the parties.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date above first written.


XRG, Inc.                           EXECUTIVE:
a Delaware corporation

for XRG Logistics, Inc.


By:
   ---------------------------------        -----------------------------------

Title:
      ------------------------------




Attachment:

Exhibit A - Description of Quarterly Bonus Program