AMENDMENT NO. 1 TO
                         COMMON STOCK PURCHASE A WARRANT


         THIS AMENDMENT NO. 1 to Common Stock A Warrant is made and entered into
as of this 15th day of June, 2004 by and between XRG, Inc., a Delaware
corporation (the "Company"), and Barron Partners LP, or its registered assigns
(the "Warrant Holder"). All capitalized terms used but not defined in this
Amendment No. 1 shall have the meanings ascribed to them in that certain XRG,
Inc. Common Stock Purchase A Warrant issued on or about March 31, 2004 to Barron
Partners LP (the "Warrant").

         FOR TEN DOLLARS ($10.00) in hand, and other good and valuable
consideration, including the inducement and facilitation of additional financing
for the Company, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the Company and Warrant Holder agree as follows:

1.   The "Expiration Date" of March 31, 2009 is hereby deleted and replaced with
     the Expiration Date of March 31, 2006 (or eighteen months of  effectiveness
     of a  Registration  Statement  subsequent  to the  date of this  Amendment,
     whichever is longer).

2.   The  "Exercise  Price"  and  "Exercise  Price per Share" of $0.10 is hereby
     deleted and replaced with the Exercise Price per Share of $0.01.

3.   Section 7.d. of the Warrant is hereby deleted.

4.   Section 7.e. of the Warrant is hereby deleted.

5.   Section 5.e. of the Warrant is hereby deleted.

6.   The Form of Election to Purchase is deleted and replaced and superseded by
     the Amended Form of Election attached hereto as Appendix A.

         IN WITNESS WHEREOF, this Amendment No. 1 to XRG, Inc. Common Stock
Purchase A Warrant is executed and delivered as of the day and year first above
printed.

                                    XRG, Inc.


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


Accepted:

BARRON PARTNERS LP


By:
    ----------------------------------------------------------
         Andrew Barron Worden, Managing Partner


<PAGE>

                                   Appendix A

                      AMENDED FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase shares
of Common Stock under the foregoing Warrant)

To:    XRG, Inc.:

In accordance with the Warrant enclosed with this Form of Election to Purchase,
the undersigned hereby irrevocably elects to purchase 51,315,789 shares of
Common Stock ("Common Stock"), $0.001 par value, of XRG, Inc. and encloses one
warrant and $0.01 in cash and/or common stock of the Company (or the right
thereto) for each Warrant Share being purchased, which sum/value represents the
aggregate Exercise Price (as defined in the Warrant) together with any
applicable taxes payable by the undersigned pursuant to the Warrant.

The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of:

Barron Partners LP
730 Fifth Avenue, 9th Floor
New York NY 10019

43-1981699
-----------------------------------------------------------------------
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the undersigned is entitled to purchase
in accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

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

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

---------------------------------------------------
(Please print name and address)

Dated:
       -----------------------------





                  Name of Warrant Holder:


                  --------------------------------
                  Andrew Barron Worden
                  Managing Partner
                  Barron Partners LP
                  730 Fifth Avenue, 9th Floor
                  New York NY 10019

                    Signature  must  conform  in all  respect to name of Warrant
                    Holder as Specified on the face of the Warrant

                                      A-1
<PAGE>


                               AMENDMENT NO. 1 TO
                         COMMON STOCK PURCHASE B WARRANT


         THIS AMENDMENT NO. 1 to Common Stock B Warrant is made and entered into
as of this 15th day of June, 2004 by and between XRG, Inc., a Delaware
corporation (the "Company"), and Barron Partners LP, or its registered assigns
(the "Warrant Holder"). All capitalized terms used but not defined in this
Amendment No. 1 shall have the meanings ascribed to them in that certain XRG,
Inc. Common Stock Purchase B Warrant issued on or about March 31, 2004 to Barron
Partners LP (the "Warrant").

         FOR TEN DOLLARS ($10.00) in hand, and other good and valuable
consideration, including the inducement and facilitation of additional financing
for the Company, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the Company and Warrant Holder agree as follows:

1.   The number of shares (being 54,166,666) ("Warrant Shares") is hereby
     deleted and amended and replaced with 9,166,667 shares.

2.   The "Expiration Date" of March 31, 2009 is hereby deleted and replaced with
     the Expiration Date of March 31, 2006 (or eighteen months of effectiveness
     of a Registration Statement subsequent to the date of this Amendment,
     whichever is longer).

3.   The  "Exercise  Price"  and  "Exercise  Price per Share" of $0.25 is hereby
     deleted and replaced with the Exercise Price per Share of $0.01.

4.   Section 7.d. of the Warrant is hereby deleted.

5.   Section 7.e. of the Warrant is hereby deleted.

6.   Section 5.e. of the Warrant is hereby deleted.

7.   The Form of Election to Purchase is deleted and replaced and superseded by
     the Amended Form of Election attached hereto as Appendix A.

         IN WITNESS WHEREOF, this Amendment No. 1 to XRG, Inc. Common Stock
Purchase B Warrant is executed and delivered as of the day and year first above
printed.

         XRG, Inc.

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

Accepted:

BARRON PARTNERS LP

By:
    ----------------------------------------------------------
         Andrew Barron Worden, Managing Partner


<PAGE>


                                   Appendix A

                      AMENDED FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase shares
of Common Stock under the foregoing Warrant)

To:    XRG, Inc.:

In accordance with the Warrant enclosed with this Form of Election to Purchase,
the undersigned hereby irrevocably elects to purchase 8,684,211 shares of Common
Stock ("Common Stock"), $0.001 par value, of XRG, Inc. and encloses one warrant
and $0.01 in cash and/or common stock of the Company (or the right thereto) for
each Warrant Share being purchased, which sum/value represents the aggregate
Exercise Price (as defined in the Warrant) together with any applicable taxes
payable by the undersigned pursuant to the Warrant.

The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of:

Barron Partners LP
730 Fifth Avenue, 9th Floor
New York NY 10019

43-1981699
-----------------------------------------------------------------------
(Please insert Social Security or Tax Identification Number)

If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the undersigned is entitled to purchase
in accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:

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

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

---------------------------------------------------
(Please print name and address)

Dated:
       -----------------------------

                  Name of Warrant Holder:


                  --------------------------------
                  Andrew Barron Worden
                  Managing Partner
                  Barron Partners LP
                  730 Fifth Avenue, 9th Floor
                  New York NY 10019

                    Signature  must  conform  in all  respect to name of Warrant
                    Holder as Specified on the face of the Warrant


                                      A-1