XRG, INC.
                            STOCK PURCHASE AGREEMENT
                            ------------------------

         1. General. This Stock Purchase Agreement (the "Agreement") is dated as
of __________________, 2003, and sets forth the terms under which the
undersigned investor, ____________________________________ (the "Investor"),
will acquire ________ shares of the common stock ("Shares") of XRG, INC., a
Delaware (the "Company"), for an aggregate purchase price of $ _________ and
other valuable consideration.

         2. Acceptance of Agreement. The Company's acceptance of this Stock
Purchase Agreement shall be indicated by the execution hereof by an officer of
the Company.

         3. Investor's Representations, Warranties and Covenants. The Investor
represents, warrants and covenants to the Company as follows:

                  a. He is making this investment for his own account, for
investment only and not with a view toward the resale, fractionalization,
division or distribution thereof and he has no present plans to enter into any
contract, undertaking, agreement or arrangement for any such resale,
distribution, division or fractionalization thereof.

                  c. He does not have an overall commitment to investments that
are not readily marketable, including this and other similar investments,
disproportionate to his net worth or gross income.

                  d. He understands that the offer and sale of the underlying
Shares is being made in conjunction with the Company's private placement
memorandum dated December 1, 2002, and that he has read or reviewed and is
familiar with this Stock Purchase Agreement.


                  e. HE UNDERSTANDS THAT CURRENTLY THE SHARES ARE A SPECULATIVE
INVESTMENT, WHICH INVOLVE A HIGH DEGREE OF RISK OF LOSS BY HIM OF HIS ENTIRE
INVESTMENT. THERE IS NO ASSURANCE THAT THE RISKS SET FORTH IN THIS AGREEMENT ARE
THE MOST SIGNIFICANT WHICH AN INVESTOR SHOULD CONSIDER.


                  f. HE UNDERSTANDS THAT THERE MAY BE NO MARKET FOR THE
UNDERLYING SHARES AND THAT ONE MAY NEVER DEVELOP. THE INVESTOR MAY HAVE TO HOLD
THE SHARES INDEFINITELY AND POSSIBLY MAY NOT BE ABLE TO LIQUIDATE HIS INVESTMENT
OR TRANSFER ANY SHARES WITHOUT POTENTIAL ADVERSE FINANCIAL CONSEQUENCES.
THEREFORE, THE SHARES SHOULD NOT BE PURCHASED UNLESS THE INVESTOR HAS LIQUID
ASSETS SUFFICIENT TO ASSURE THAT SUCH PURCHASE WILL CAUSE NO UNDUE FINANCIAL
DIFFICULTIES AND UNLESS THE INVESTOR CAN OTHERWISE PROVIDE FOR HIS CURRENT NEEDS
AND POSSIBLE PERSONAL CONTINGENCIES.

<PAGE>

                  g. He understands the underlying  Shares have not been
registered  under the securities Act of 1933 or under any state  securities laws
on the  grounds  that the  issuance  and sale of the Shares to the  Investor  is
exempt  as  not  involving  a  public  offering.  He  further  acknowledges  his
understanding  that the Company's  reliance on such exemption is, in part, based
upon the  representations,  warranties  and  covenants of the Investor set forth
herein.

                  h. HE UNDERSTANDS THAT UPON NOTICE OF A REGISTRATION OF THE
COMMON STOCK BY THE COMPANY, THE COMPANY WILL REGISTER HIS SHARES IN ITS FIRST
REGISTRATION STATEMENT.

                  i. All information which he has provided to the Company
concerning his financial position and knowledge of financial and business
matters is correct and complete as of the date set forth at the end of this
Stock Purchase Agreement, and if there should be any material change in such
information prior to acceptance of this Agreement by the Company, he will
immediately provide the Company with such information.

                  j. If he is executing this Stock Purchase Agreement on behalf
of a corporation, partnership, trust or other entity, he has been duly
authorized by such entity to execute this Agreement and all other instruments in
connection with the purchase of the Shares, his signature is binding upon such
corporation, partnership, trust or other entity and he represents and warrants
that such corporation, partnership, trust or other entity was not organized for
the purpose of acquiring the Shares subscribed for pursuant to this Agreement
and that the acquisition of the Shares is an authorized investment of the
corporation, partnership, trust or other entity.

                  k. This Stock Purchase Agreement shall be binding upon the
heirs, estate, legal representatives, successors and assigns of the undersigned.

         4. Company's Representations and Warranties. The Company hereby
represents and warrants as follows:

                         a. (i) It is duly  organized,  validly  existing and in
good standing under the laws of Delaware;

                           (ii) the Company has all requisite power and
authority to sell the Shares as provided herein;

                          (iii) such sale will not result in any violation of
or conflict with any term of its charter or bylaws or any other organizational
document or instrument by which it is bound or any law or regulation applicable
to it;

                           (iv) such sale has been duly authorized by all
necessary action on its behalf; and

                            (v) this Agreement has been duly executed and
delivered on its behalf and constitutes its legal, valid
and binding agreement;

                  b. All written information which it has provided to Investor
concerning itself, including all information contained herein, is correct and
complete in all material respects as of the date set forth at the end hereof and
may be relied upon, and if there should be any material change in such

<PAGE>

information prior to this agreement being accepted, it will immediately provide
Investor with notice of such change; and

                  c. It is not a party to any litigation nor, to its knowledge,
has any third party made any claim or demand on it, which ultimately might lead,
to litigation against it.

         5. Responsibility and Indemnification. The Company will exercise its
best judgment in the conduct of all matters arising under this Agreement. The
undersigned acknowledges that he understands the meaning and legal consequences
of the representations and warranties contained herein, and he hereby agrees to
indemnify and hold harmless the Company, its officers, directors, shareholders
and employees, and any of their affiliates and their officers, directors,
shareholders and employees, or any professional advisor or entity thereto, from
and against any and all loss, damage, liability or expense, including costs and
reasonable attorney's fees, to which said entities and persons may be put or
which they may incur by reason of, or in connection with, any misrepresentation
made by the Investor, any breach of any of his warranties, or his failure to
fulfill any of his covenants or agreements under this Agreement.

         6. Company Solely Responsible for Disclosure; No Independent Review or
Opinions. The Company has assumed sole responsibility for compliance with the
disclosure requirements in connection with this agreement No law firm,
accounting firm, securities broker/dealer or other third party has conducted any
due diligence review of the Company and its business and affairs or any
disclosures with respect thereto, written or oral, made by the Company or
others. Notwithstanding the preparation of any documents or agreements related
to the Company or this investment, the Company's law firm has not rendered any
legal opinions concerning any aspect of the Company's business and affairs,
including but not limited to, the validity or enforceability of any contracts,
agreements, obligations or security interests related to an investment in the
Company. By execution of this Stock Purchase Agreement, the undersigned
acknowledges that the Company is solely responsible for all disclosures to
potential Investors concerning the Company and its business and affairs and that
no legal opinions have been rendered by the Company's law firm as described
above.

         7. Survival of Representations, Warranties, Covenants and Agreements.
The representations, warranties, covenants and agreements contained herein shall
survive the delivery of and the payment for, the underlying Shares.

         8. Notices. Any and all notices, designations, consents, offers,
acceptances or any other communication provided for herein shall be given in
writing by registered or certified mail which shall be addressed, in the case of
the Company, to 5301 Cypress St., Suite 111, Tampa FL 33607, and in the case of
the Investor, to the address set forth in this Agreement or otherwise appearing
on the books of the Company or his residence or to such other address as may be
designated by him in writing.

         9. Miscellaneous. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida, both substantive
and remedial. The section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement. This Agreement shall be enforceable in accordance with its terms and
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors, assigns, executors and administrators, but this Agreement
and the respective rights and obligations of the parties hereunder shall not be
assignable by any party hereto without the prior written consent of the other.
This Agreement represents the entire understanding and agreement between the

<PAGE>

parties hereto with respect to the subject matter hereof; supersedes all prior
negotiations, letters and understandings relating to the subject matter hereof;
and cannot be amended, supplemented or modified except by an instrument in
writing signed by the party against whom enforcement of any such amendment,
supplement or modification is sought. In the event of any litigation between the
parties to this Agreement relating to, or arising out of, this Agreement, the
prevailing party shall be entitled to an award of reasonable attorney's fees and
costs, whether incurred before, during or after trial or at the appellate level.
The failure or finding of invalidity of any provision of this Agreement shall in
no manner affect the right to enforce the other provisions of same, and the
waiver by any party of any breach of any provision of this Agreement shall not
be construed to be a waiver by such party of any subsequent breach of any other
provision.

         10. Stock Purchase Amount and Payments. Investor hereby subscribes for
the right to purchase __________ Shares for a total purchase price of $_______
and other valuable consideration.

         11. THE UNDERSIGNED HEREBY REPRESENTS THAT HE HAS READ THIS ENTIRE
AGREEMENT AND THE RELATED DOCUMENTS.

         12. Documents Incorporated by Reference. By execution of this Stock
Purchase Agreement, the Investor acknowledges that he has been provided with a
copy of the Company's business plan.



         IN WITNESS WHEREOF, the undersigned has executed this Stock Purchase
Agreement this ____ day of __________, 2003.

                                  X__________________________________

                                  Print Name: _______________________

<PAGE>



                          TYPE OF OWNERSHIP (Check One)
                          ----------------------------

___  INDIVIDUAL OWNERSHIP             ___  COMMUNITY PROPERTY (one
       (One Signature Required)            signature required if interest in one
                                           name, two signatures required if
                                           interest held in both names)

___  JOINT TENANTS WITH RIGHT         ___  TENANTS IN COMMON (both or
      OF SURVIVORSHIP (both parties        all
      must sign)                           parties must sign)

___  PARTNERSHIP (please include a    ___  Grantor Trust
      copy of the partnership agreement
      authorizing signature)

___  CORPORATION (please include      ___  CUSTODIAN
      certified corporate resolution
      authorizing signature)

___  PROFIT SHARING PLAN              ___  PENSION PLAN

___  IRA                              ___  KEOGH


WITNESSES:

------------------------------              -----------------------------------
                                            Investor Signature

--------------------------------            -----------------------------------
                                            Print Name

                                            Social Security Number_____________

                                            -----------------------------------
                                            Street Address

                                            -----------------------------------
                                            City, State and Zip


<PAGE>



If additional signatures are required:

WITNESSES:

--------------------------------            ----------------------------------
                                            Investor Signature

--------------------------------            ----------------------------------
                                            Print Name

                                            Social Security Number ___________

                                            -----------------------------------
                                            Street Address

                                            -----------------------------------
                                            City, State and Zip

AGREEMENT ACCEPTED:

XRG, INC.

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

Title:
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