THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO XRG, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                                  Right to Purchase 1,250,000
                                                  shares of Common Stock of XRG,
                                                  Inc. (subject to adjustment as
                                                  provided herein)

                          COMMON STOCK PURCHASE WARRANT
No. 2004-JULY-001                                      Issue Date: July 30, 2004

     XRG, INC., a corporation  organized under the laws of the State of Delaware
(the  "Company"),  hereby  certifies  that,  for value  received,  ALPHA CAPITAL
AKTIENGESELLSCHAFT,  Pradafant 7, 9490 Furstentums,  Vaduz,  Lichtenstein,  Fax:
011-42-32323196,  or its assigns (the  "Holder"),  is  entitled,  subject to the
terms set forth below,  to purchase from the Company at any time after the Issue
Date  until  5:00 p.m.,  E.S.T on the fifth  anniversary  of the Issue Date (the
"Expiration  Date"), up to 1,250,000 fully paid and nonassessable  shares of the
common stock of the Company (the "Common  Stock"),  $.001 par value per share at
an exercise price of $0.40.  The  aforedescribed  purchase  price per share,  as
adjusted  from time to time as herein  provided,  is  referred  to herein as the
"Purchase  Price." The number and  character  of such shares of Common Stock and
the Purchase Price are subject to adjustment as provided herein. The Company may
reduce the Purchase Price without the consent of the Holder.  Capitalized  terms
used and not otherwise  defined herein shall have the meanings set forth in that
certain Subscription Agreement (the "Subscription Agreement"),  dated as of July
30, 2004, entered into by the Company and the Holder.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a) The term "Company" shall include XRG, Inc. and any corporation
which shall succeed or assume the obligations of XRG, Inc. hereunder.

         (b) The term "Common Stock" includes (a) the Company's Common Stock,
$.001 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

          (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.

<PAGE>


THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO XRG, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                                  Right to Purchase 1,000,000
                                                  shares of Common Stock of XRG,
                                                  Inc. (subject to adjustment as
                                                  provided herein)

                          COMMON STOCK PURCHASE WARRANT
No. 2004-JULY-002                                      Issue Date: July 30, 2004

     XRG, INC., a corporation  organized under the laws of the State of Delaware
(the "Company"), hereby certifies that, for value received,  STONESTREET LIMITED
PARTNERSHIP,  260 Town Centre Boulevard,  Markham, Ontario 13R 8H8, Canada, Fax:
(416) 956-8989, or its assigns (the "Holder"), is entitled, subject to the terms
set forth below,  to purchase  from the Company at any time after the Issue Date
until  5:00  p.m.,  E.S.T  on the  fifth  anniversary  of the  Issue  Date  (the
"Expiration  Date"), up to 1,000,000 fully paid and nonassessable  shares of the
common stock of the Company (the "Common  Stock"),  $.001 par value per share at
an exercise price of $0.40.  The  aforedescribed  purchase  price per share,  as
adjusted  from time to time as herein  provided,  is  referred  to herein as the
"Purchase  Price." The number and  character  of such shares of Common Stock and
the Purchase Price are subject to adjustment as provided herein. The Company may
reduce the Purchase Price without the consent of the Holder.  Capitalized  terms
used and not otherwise  defined herein shall have the meanings set forth in that
certain Subscription Agreement (the "Subscription Agreement"),  dated as of July
30, 2004, entered into by the Company and the Holder.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a) The term "Company" shall include XRG, Inc. and any corporation
which shall succeed or assume the obligations of XRG, Inc. hereunder.

         (b) The term "Common Stock" includes (a) the Company's Common Stock,
$.001 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

          (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.



<PAGE>



THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO XRG, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                                  Right to Purchase 250,000
                                                  shares of Common Stock of XRG,
                                                  Inc. (subject to adjustment as
                                                  provided herein)

                          COMMON STOCK PURCHASE WARRANT
No. 2004-JULY-003                                      Issue Date: July 30, 2004

     XRG, INC., a corporation  organized under the laws of the State of Delaware
(the "Company"),  hereby certifies that, for value received, WHALEHAVEN CAPITAL,
LP, 3rd Floor, 14 Par-Laville Road, Hamilton, Bermuda HM08, Fax: (441) 292-1373,
or its  assigns  (the  "Holder"),  is  entitled,  subject to the terms set forth
below,  to purchase from the Company at any time after the Issue Date until 5:00
p.m., E.S.T on the fifth anniversary of the Issue Date (the "Expiration  Date"),
up to 250,000  fully paid and  nonassessable  shares of the common  stock of the
Company (the "Common Stock"),  $.001 par value per share at an exercise price of
$0.40.  The  aforedescribed  purchase price per share,  as adjusted from time to
time as herein  provided,  is  referred to herein as the  "Purchase  Price." The
number and  character of such shares of Common Stock and the Purchase  Price are
subject to  adjustment as provided  herein.  The Company may reduce the Purchase
Price  without  the  consent  of the  Holder.  Capitalized  terms  used  and not
otherwise  defined  herein  shall have the  meanings  set forth in that  certain
Subscription  Agreement  (the  "Subscription  Agreement"),  dated as of July 30,
2004, entered into by the Company and the Holder.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a) The term "Company" shall include XRG, Inc. and any corporation
which shall succeed or assume the obligations of XRG, Inc. hereunder.

         (b) The term "Common Stock" includes (a) the Company's Common Stock,
$.001 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

          (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.



<PAGE>



THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO XRG, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                                  Right to Purchase 375,000
                                                  shares of Common Stock of XRG,
                                                  Inc. (subject to adjustment as
                                                  provided herein)

                          COMMON STOCK PURCHASE WARRANT
No. 2004-JULY-004                                      Issue Date: July 30, 2004

     XRG, INC., a corporation  organized under the laws of the State of Delaware
(the  "Company"),  hereby  certifies that, for value  received,  WHALEHAVEN FUND
LIMITED,  3rd Floor,  14 Par-Laville  Road,  Hamilton,  Bermuda HM08, Fax: (441)
292-1373, or its assigns (the "Holder"),  is entitled,  subject to the terms set
forth below, to purchase from the Company at any time after the Issue Date until
5:00 p.m.,  E.S.T on the fifth  anniversary  of the Issue Date (the  "Expiration
Date"), up to 375,000 fully paid and nonassessable shares of the common stock of
the Company (the "Common Stock"), $.001 par value per share at an exercise price
of $0.40. The aforedescribed  purchase price per share, as adjusted from time to
time as herein  provided,  is  referred to herein as the  "Purchase  Price." The
number and  character of such shares of Common Stock and the Purchase  Price are
subject to  adjustment as provided  herein.  The Company may reduce the Purchase
Price  without  the  consent  of the  Holder.  Capitalized  terms  used  and not
otherwise  defined  herein  shall have the  meanings  set forth in that  certain
Subscription  Agreement  (the  "Subscription  Agreement"),  dated as of July 30,
2004, entered into by the Company and the Holder.

         As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:

         (a) The term "Company" shall include XRG, Inc. and any corporation
which shall succeed or assume the obligations of XRG, Inc. hereunder.

         (b) The term "Common Stock" includes (a) the Company's Common Stock,
$.001 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

          (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.



<PAGE>



THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO XRG, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                                                  Right to Purchase 250,000
                                                  shares of Common Stock of XRG,
                                                  Inc. (subject to adjustment as
                                                  provided herein)

                          COMMON STOCK PURCHASE WARRANT
No. 2004-JULY-005                                      Issue Date: July 30, 2004

     XRG, INC., a corporation  organized under the laws of the State of Delaware
(the  "Company"),  hereby  certifies that, for value received,  GREENWICH GROWTH
FUND LIMITED, 3rd Floor, 14 Par-Laville Road, Hamilton, Bermuda HM08, Fax: (441)
292-1373, or its assigns (the "Holder"),  is entitled,  subject to the terms set
forth below, to purchase from the Company at any time after the Issue Date until
5:00 p.m.,  E.S.T on the fifth  anniversary  of the Issue Date (the  "Expiration
Date"), up to 250,000 fully paid and nonassessable shares of the common stock of
the Company (the "Common Stock"), $.001 par value per share at an exercise price
of $0.40. The aforedescribed  purchase price per share, as adjusted from time to
time as herein  provided,  is  referred to herein as the  "Purchase  Price." The
number and  character of such shares of Common Stock and the Purchase  Price are
subject to  adjustment as provided  herein.  The Company may reduce the Purchase
Price  without  the  consent  of the  Holder.  Capitalized  terms  used  and not
otherwise  defined  herein  shall have the  meanings  set forth in that  certain
Subscription  Agreement  (the  "Subscription  Agreement"),  dated as of July 30,
2004,  entered into by the Company and the Holder.  As used herein the following
terms,  unless the context  otherwise  requires,  have the following  respective
meanings:

         (a) The term "Company" shall include XRG, Inc. and any corporation
which shall succeed or assume the obligations of XRG, Inc. hereunder.

         (b) The term "Common Stock" includes (a) the Company's Common Stock,
$.001 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

          (c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.



<PAGE>



         1. Exercise of Warrant.

                  1.1. Number of Shares Issuable upon Exercise. From and after
the Issue Date through and including the Expiration Date, the Holder hereof
shall be entitled to receive, upon exercise of this Warrant in whole in
accordance with the terms of subsection 1.2 or upon exercise of this Warrant in
part in accordance with subsection 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.

                  1.2. Full Exercise. This Warrant may be exercised in full by
the Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect.

     1.3. Partial Exercise. This Warrant may be exercised in part (but not for a
fractional  share) by  surrender  of this Warrant in the manner and at the place
provided in subsection  1.2 except that the amount payable by the Holder on such
partial  exercise shall be the amount  obtained by multiplying (a) the number of
whole shares of Common Stock designated by the Holder in the  Subscription  Form
by (b) the  Purchase  Price then in effect.  On any such partial  exercise,  the
Company,  at its expense,  will forthwith issue and deliver to or upon the order
of the  Holder  hereof a new  Warrant of like  tenor,  in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may  request,  the whole  number of shares of Common Stock for which such
Warrant may still be exercised.

     1.4. Fair Market Value.  Fair Market Value of a share of Common Stock as of
a particular date (the "Determination Date") shall mean:

     (a) If the Company's  Common Stock is traded on an exchange or is quoted on
the  National  Association  of  Securities  Dealers,  Inc.  Automated  Quotation
("NASDAQ"),  National Market System,  the NASDAQ SmallCap Market or the American
Stock Exchange, LLC, then the closing or last sale price, respectively, reported
for the last business day immediately preceding the Determination Date;

     (b) If the  Company's  Common  Stock is not traded on an exchange or on the
NASDAQ National Market System,  the NASDAQ SmallCap Market or the American Stock
Exchange,  Inc., but is traded in the over-the-counter  market, then the average
of the closing bid and ask prices reported for the last business day immediately
preceding the Determination Date;

     (c) Except as provided in clause (d) below,  if the Company's  Common Stock
is not  publicly  traded,  then as the Holder and the Company  agree,  or in the
absence of such an agreement,  by arbitration in accordance  with the rules then
standing of the American Arbitration Association,  before a single arbitrator to
be chosen from a panel of persons qualified by education and training to pass on
the matter to be decided; or

     (d) If the Determination Date is the date of a liquidation,  dissolution or
winding up, or any event deemed to be a  liquidation,  dissolution or winding up
pursuant to the Company's  charter,  then all amounts to be payable per share to
holders  of the  Common  Stock  pursuant  to the  charter  in the  event of such
liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter,  assuming
for the  purposes of this clause (d) that all of the shares of Common Stock then
issuable  upon  exercise  of  all  of  the  Warrants  are   outstanding  at  the
Determination Date.


<PAGE>

     1.5. Company Acknowledgment.  The Company will, at the time of the exercise
of the Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing  obligation  to afford to such Holder any rights to which such Holder
shall  continue  to be  entitled  after such  exercise  in  accordance  with the
provisions of this  Warrant.  If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights.

     1.6. Trustee for Warrant Holders. In the event that a bank or trust company
shall have been appointed as trustee for the Holder of the Warrants  pursuant to
Subsection  3.2, such bank or trust company shall have all the powers and duties
of a warrant agent (as hereinafter  described) and shall accept, in its own name
for the  account of the  Company  or such  successor  person as may be  entitled
thereto, all amounts otherwise payable to the Company or such successor,  as the
case may be, on exercise of this Warrant pursuant to this Section 1.

     1.7. Delivery of Stock Certificates,  etc. on Exercise.  The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder  hereof as the record  owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event within five (5) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder  hereof,  or as such Holder (upon payment by such
Holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable securities laws, a certificate or certificates for the number of duly
and validly  issued,  fully paid and  nonassessable  shares of Common  Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any  fractional  share  to  which  such  Holder  would  otherwise  be
entitled,  cash equal to such fraction  multiplied by the then Fair Market Value
of one full  share of  Common  Stock,  together  with any  other  stock or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

     2. Cashless Exercise.

     (a) If a Registration  Statement as defined in the  Subscription  Agreement
("Registration  Statement")  is effective  and the Holder may sell its shares of
Common Stock upon exercise  hereof,  this Warrant may be exercisable in whole or
in part for cash only as set forth in Section 1 above. Commencing one year after
the  Closing  Date,  if  no  such  Registration  Statement  is  available,  then
commencing one year after the Closing Date, payment upon exercise may be made at
the option of the Holder  either in (i) cash,  wire  transfer or by certified or
official bank check payable to the order of the Company equal to the  applicable
aggregate  Purchase  Price,  (ii) by  delivery  of Common  Stock  issuable  upon
exercise  of the  Warrants  in  accordance  with  Section  (b) below  ("Cashless
Exercise") or (iii) by a combination  of any of the foregoing  methods,  for the
number of Common Stock  specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable  to the holder  per the terms of this  Warrant)  and the  holder  shall
thereupon be entitled to receive the number of duly authorized,  validly issued,
fully  paid and  nonassessable  shares  of Common  Stock  (or Other  Securities)
determined as provided herein.

     (b) If the Fair Market  Value of one share of Common  Stock is greater than
the  Purchase  Price  (at the date of  calculation  as set forth  below)  and no
Registration  Statement  relating to the shares of Common Stock  underlying this
Warrant is effective,  in lieu of exercising  this Warrant for cash,  the holder
may elect to receive  shares  equal to the value (as  determined  below) of this
Warrant (or the portion thereof being cancelled) by surrender of this Warrant at
the  principal  office  of the  Company  together  with  the  properly  endorsed
Subscription  Form in which event the Company shall issue to the holder a number
of shares of Common Stock computed using the following formula:


<PAGE>

                           X=Y (A-B)
                                ----
                                 A

Where    X=the number of shares of Common Stock to be issued to the holder

                           Y=       the number of shares of Common Stock
                                    purchasable under the Warrant or, if only a
                                    portion of the Warrant is being exercised,
                                    the portion of the Warrant being exercised
                                    (at the date of such calculation)

                           A=       the Fair Market Value of one share of the
                                    Company's Common Stock (at the date of such
                                    calculation)

                           B=       Purchase Price (as adjusted to the date of
                                    such calculation)

     (c) The Holder may employ the cashless  exercise  feature  described  above
only during the pendency of a Non-Registration  Event as described in Section 11
of the  Subscription  Agreement and only  commencing  one year after the Closing
Date.

     (d) For  purposes  of Rule  144  promulgated  under  the  1933  Act,  it is
intended,   understood  and  acknowledged  that  the  Commission  currently  has
interpreted  Rule 144 to mean  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the holding period for the Warrant Shares shall be deemed to have commenced,  on
the date  this  Warrant  was  originally  issued  pursuant  to the  Subscription
Agreement.

     3. Adjustment for Reorganization, Consolidation, Merger, etc.

     3.1.  Reorganization,  Consolidation,  Merger,  etc. In case at any time or
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with  or  merge  into  any  other  person  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise hereof as provided in Section 1, at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

     3.2. Dissolution.  In the event of any dissolution of the Company following
the  transfer  of all or  substantially  all of its  properties  or assets,  the
Company, prior to such dissolution,  shall at its expense deliver or cause to be
delivered the stock and other  securities and property  (including  cash,  where
applicable) receivable by the Holder of the Warrants after the effective date of
such  dissolution  pursuant  to this  Section  3 to a bank or trust  company  (a
"Trustee")  having its  principal  office in New York,  NY, as  trustee  for the
Holder of the Warrants.

     3.3. Continuation of Terms. Upon any reorganization,  consolidation, merger
or transfer (and any  dissolution  following  any transfer)  referred to in this
Section 3, this  Warrant  shall  continue in full force and effect and the terms
hereof shall be applicable to the Other  Securities  and property  receivable on
the  exercise of this Warrant  after the  consummation  of such  reorganization,
consolidation or merger or the effective date of dissolution  following any such
transfer,  as the case may be, and shall be binding upon the issuer of any Other
Securities,  including,  in the case of any such transfer,  the person acquiring



<PAGE>

all or substantially all of the properties or assets of the Company,  whether or
not such  person  shall  have  expressly  assumed  the terms of this  Warrant as
provided in Section 4. In the event this Warrant does not continue in full force
and effect after the  consummation of the transaction  described in this Section
3, then only in such event will the Company's securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered to
the Trustee as contemplated by Section 3.2.

     3.4 Share  Issuance.  Until the  Expiration  Date of this  Warrant,  if the
Company  shall issue any Common  Stock  except for the  Excepted  Issuances  (as
defined in the Subscription  Agreement),  prior to the complete exercise of this
Warrant for a consideration less than the Purchase Price that would be in effect
at the time of such issue,  then,  and  thereafter  successively  upon each such
issue,  the Purchase Price shall be reduced to such other lower issue price. For
purposes of this adjustment,  the issuance of any security or debt instrument of
the Company  carrying the right to convert such security or debt instrument into
Common Stock or of any warrant,  right or option to purchase  Common Stock shall
result  in an  adjustment  to  the  Purchase  Price  upon  the  issuance  of the
above-described  security,  debt  instrument,  warrant,  right,  or option.  The
reduction of the Purchase Price  described in this Section 3.4 is in addition to
the other rights of the Holder described in the Subscription Agreement.

     4.  Extraordinary  Events  Regarding  Common  Stock.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  Holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be adjusted to a number  determined by  multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

     5.  Certificate  as to  Adjustments.  In  each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrants,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  Holder  of the  Warrant  and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

     6. Reservation of Stock,  etc.  Issuable on Exercise of Warrant;  Financial
Statements. The Company will at all times reserve and keep available, solely for
issuance  and  delivery on the  exercise of the  Warrants,  all shares of Common
Stock (or Other  Securities)  from time to time  issuable on the exercise of the
Warrant.  This  Warrant  entitles  the Holder  hereof to  receive  copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.


<PAGE>

     7. Assignment;  Exchange of Warrant.  Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a  "Transferor").  On the surrender
for exchange of this Warrant,  with the Transferor's  endorsement in the form of
Exhibit B attached hereto (the "Transferor  Endorsement Form") and together with
an opinion of counsel  reasonably  satisfactory to the Company that the transfer
of this Warrant will be in  compliance  with  applicable  securities  laws,  the
Company at its expense,  twice,  only, but with payment by the Transferor of any
applicable  transfer  taxes,  will  issue and  deliver to or on the order of the
Transferor  thereof a new Warrant or Warrants of like tenor,  in the name of the
Transferor  and/or the  transferee(s)  specified in such Transferor  Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.  No such transfers shall result
in a public distribution of the Warrant.

     8. Replacement of Warrant. On receipt of evidence  reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and cancellation of this Warrant,  the Company at its expense,  twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

     9. Registration Rights. The Holder of this Warrant has been granted certain
registration  rights by the Company.  These registration rights are set forth in
the  Subscription  Agreement.  The  terms  of  the  Subscription  Agreement  are
incorporated herein by this reference.

     10.  Maximum  Exercise.  The Holder shall not be entitled to exercise  this
Warrant on an exercise date in  connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise  date,  which would result in beneficial  ownership by the Holder
and its affiliates of more than 9.99% of the outstanding  shares of Common Stock
on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended,  and Regulation 13d-3  thereunder.  Subject to
the  foregoing,  the Holder  shall not be limited to aggregate  exercises  which
would result in the issuance of more than 9.99%.  The  restriction  described in
this  paragraph  may be revoked upon  sixty-one  (61) days prior notice from the
Holder to the  Company.  The  Holder  may  allocate  which of the  equity of the
Company deemed  beneficially  owned by the  Subscriber  shall be included in the
9.99%  amount  described  above and which shall be allocated to the excess above
9.99%.

     11. Warrant Agent.  The Company may, by written notice to the Holder of the
Warrant,  appoint an agent (a "Warrant Agent") for the purpose of issuing Common
Stock (or Other  Securities) on the exercise of this Warrant pursuant to Section
1,  exchanging  this Warrant  pursuant to Section 7, and replacing  this Warrant
pursuant  to  Section  8,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such Warrant Agent.

     12. Transfer on the Company's  Books.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

     13. Notices. All notices, demands, requests, consents, approvals, and other
communications  required or permitted  hereunder shall be in writing and, unless
otherwise  specified herein,  shall be (i) personally served,  (ii) deposited in
the mail,  registered or certified,  return receipt requested,  postage prepaid,
(iii) delivered by reputable air courier service with charges  prepaid,  or (iv)
transmitted by hand  delivery,  telegram,  or facsimile,  addressed as set forth



<PAGE>

below or to such other address as such party shall have  specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed  effective (a) upon hand delivery or delivery by
facsimile,  with accurate confirmation  generated by the transmitting  facsimile
machine,  at the address or number  designated below (if delivered on a business
day during normal  business  hours where such notice is to be received),  or the
first  business  day  following  such  delivery  (if  delivered  other than on a
business day during normal  business  hours where such notice is to be received)
or (b) on the  second  business  day  following  the date of  mailing by express
courier  service,  fully  prepaid,  addressed  to such  address,  or upon actual
receipt of such  mailing,  whichever  shall first occur.  The addresses for such
communications  shall be:  (i) if to the  Company  to:  XRG Inc.,  5301  Cypress
Street,  Suite 111, Tampa, FL 33607,  Attn: Kevin P. Brennan,  CEO,  telecopier:
(813) 637-0705,  with a copy by telecopier only to: Johnson, Pope, Bokor, Ruppel
& Burns, LLP, 911 Chestnut Street,  P.O. Box 1368,  Clearwater,  FL 33756, Attn:
Michael Cronin, Esq., telecopier:  (727) 441-8617, and (ii) if to the Holder, to
the address and telecopier number listed on the first paragraph of this Warrant,
with a copy by telecopier  only to:  Grushko & Mittman,  P.C., 551 Fifth Avenue,
Suite 1601, New York, New York 10176, telecopier number: (212) 697-3575.

     14. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This Warrant  shall be construed  and enforced in  accordance  with and
governed by the laws of New York. Any dispute  relating to this Warrant shall be
adjudicated  in New York County in the State of New York.  The  headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]



<PAGE>



           IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                                              XRG, INC.



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



Witness:

-----------------------------



<PAGE>



                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)
TO:  XRG, INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or

___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or


___ the  cancellation of such portion of the attached  Warrant as is exercisable
for a total of _______  shares of Common  Stock  (using a Fair  Market  Value of
$_______ per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock as is necessary,
in accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned  requests that the certificates for such shares be issued in the
name of, and delivered to  _____________________________________________________
whose      address     is      _________________________________________________
______________________________________                                         .

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.

Dated:___________________

                           -----------------------------------------------------

                           -----------------------------------------------------

                          (Signature must conform to name of holder as specified
                           on the face of the Warrant)

                           -----------------------------------------------------

                           -----------------------------------------------------
                          (Address)


<PAGE>

                                   Exhibit B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

                  For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of XRG, INC. to which the within Warrant relates
specified under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of XRG, INC. with
full power of substitution in the premises.

<TABLE>
<CAPTION>

---------------------------------------- -------------------------------------- --------------------------------------
Transferees                              Percentage Transferred                 Number Transferred
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                     <C>                                     <C>
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
---------------------------------------- -------------------------------------- --------------------------------------

---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>


Dated:  ______________, ___________


                  --------------------------------------------------------------
                  (Signature must conform to name of holder as specified on the
                   face of the warrant)

Signed in the presence of:

-----------------------       --------------------------------------------------
                              --------------------------------------------------
         (Name)                                   (address)

ACCEPTED AND AGREED:
[TRANSFEREE]

                              --------------------------------------------------
                              --------------------------------------------------
         (Name)                                   (address)
----------------------
         (Name)