EXHIBIT 10.8


                             STOCK OPTION AGREEMENT

         THIS AGREEMENT, effective as of the 1st day of March, 2003, by and
between XRG, INC., a Delaware corporation (hereinafter referred to as the
"Company"), and NEIL TREITMAN (hereinafter referred to as "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the Company has retained the Optionee as corporate and securities
counsel; and

     WHEREAS,  the Company is  agreeable  to issuing the Optionee the options in
this Agreement in consideration of Optionee deferring his legal fees.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereby agree as follows:

     1. Grant of Option.  The  Company  hereby  grants to  Optionee an option to
acquire  450,000  shares of the  Company's  common stock subject at the exercise
price of $.001 per share.

     2. General Terms. The options shall have a five (5) year term. Optionee may
exercise his option by written  notice to the Company,  specifying the intent of
the Optionee to exercise  his option,  the date on which he will  purchase  such
shares,  and the number of shares to be  purchased.  Upon the date so specified,
Optionee shall pay the Company the purchase price for the number of shares to be
so purchased in cash or cashier's check,  and shall sign such investment  letter
as shall be required by the Company.

     The Company  should not be obligated to deliver any shares unless and until
there has been compliance with all applicable securities regulations.

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     3. Merger;  Consolidation or Sale of Assets;  Acceleration;  Initial Public
Offering.  Upon the  reorganization,  merger or  consolidation of the Company in
which the Company is not the surviving entity (other than a merger under Section
368(f)  of the  Internal  Revenue  Code of l986,  as  amended,  for a change  of
domicile,  which is excluded from the  definition of Material  Transaction),  or
upon the  dissolution or liquidation of the Company,  or upon the sale of all or
substantially  all the  assets  of the  Company  in a  transaction  or series of
related transactions,  or upon an initial public offering (each of the foregoing
is  referred  to herein as a "Material  Transaction"),  Optionee  shall have the
right to exercise the option with respect to all shares.  The Company shall give
the Optionee  written notice at least thirty (30) days prior to the consummation
of a Material  Transaction.  Upon receipt of such notice from the  Company,  the
Optionee  may  exercise  the option and make  payment of the  exercise  price in
accordance  with the  procedures  described  in Section 2 above by  delivering a
written  notice to the Company at least five (5) days prior to the  consummation
of the Material Transaction. Unless otherwise provided by the Board of Directors
of the Company,  if the Optionee does not exercise the Option or only  exercises
the Option in part, then upon the consummation of the Material Transaction,  the
Option (or the portion of the unexercised Option) shall automatically expire and
be of no further force or effect.

     4. Adjustments. In the event of any stock dividend,  split-up,  combination
or exchange of shares, recapitalization,  merger, consolidation,  acquisition of
property or stock, separation, reorganization, or the like, the number and class
of shares  subject to this  Agreement  and the option  price  therefor  shall be
proportionately adjusted.

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     5.  Non-Transferability  of Options. The option granted hereunder shall not
be  transferable  by Optionee  otherwise than by will or the laws of descent and
distribution,  or to Optionee and his wife by tenants by the  entireties and may
be exercised during the lifetime of the Optionee only by him.

     6. Death.

          a. In the event of the death of  Optionee  while  the  option  granted
     hereunder  is  outstanding,  such option may be  exercised by the person or
     persons to whom  Optionee's  rights  under the option are passed by will or
     the laws of descent  and  distribution  (including  his  estate  during the
     period  of  administration)  at any time  prior to the  earlier  of (i) the
     expiration date of the option, or (ii) the expiration of one (1) year after
     the date of Optionee's death (or such longer period,  not exceeding one (1)
     additional year, as the Board of Directors or Administrative  Committee may
     approve), to the extent of the option granted hereunder.

     7. Expenses.  The Company shall pay the cost of  documentary  stamps on any
stock issued hereunder.

     8. Counterparts. This Agreement may be executed in several counterparts and
all so executed shall  constitute  one agreement,  binding on all of the parties
hereto,  notwithstanding  that  all of the  parties  are  not  signatory  to the
original or the same counterpart.

     9.  Construction  and  Severability.  This Agreement  shall be construed in
accordance  with and  governed  by the laws of the  State of  Delaware,  and the
invalidity  of any one or more  portions of this  Agreement or any part thereof,
all of which are  inserted  conditionally  on their being valid in law shall not
affect the  validity of any other  portion of this  Agreement;  and in the event
that one or more portions  contained  herein shall be invalid,  this  instrument
shall be construed as if such invalid portions had not been inserted.

<PAGE>

     10.  Binding.  Except as herein  otherwise  provided to the contrary,  this
Agreement  shall  be  binding  upon  and  inure to the  benefit  of the  parties
signatory hereto, their personal representatives, heirs, successors and assigns.

     11. Costs and Attorney's Fees. If the obligations of the parties  expressed
herein are the subject of litigation,  the prevailing party shall be entitled to
recover  from  the  other  party  all  reasonable  costs  and  expenses  of such
litigation, including reasonable attorneys fees and costs of appeal.

     12.  Modification.  No change or modification in this Agreement shall valid
unless the same be in writing and signed by the parties hereto.

     13.  Applicable  Law. This Agreement shall be construed and regulated under
and by the laws of the State of Delaware.

     IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands and
seals the day and year first above written.

                                   XRG, INC., a Delaware corporation

                                   By:
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                                                  President

                                   Attest:
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                                                  Secretary




                                      --------------------------------------
                                                 NEIL TREITMAN