**Exhibit 10.106**
**CONSULTING AGREEMENT**
     This Agreement is effective as of the 1st day of April, 2005, by and between **XRG,INC.**, a Delaware corporation (“Company”) and **MICHAEL CONROY**(“Consultant”). The Company and theConsultant shall generically be referred to individually as the “Party” and collectively referredto as the “Parties”.
     Consultant has background and experience in management consulting, including business andstrategic planning, financial statement preparation, SEC financial reporting and the design,development and implementation of accounting systems. Consultant is willing to provide services tothe Company based on this background and experience. The Company desires to have services providedby Consultant.
     Therefore, the Parties agree as follows:
**1. DESCRIPTION OF SERVICES.**During the term of this Agreement, Consultant shall provide the Companywith regular and customary financial and management consulting advice as is reasonably requested bythe Company (hereinafter “Services”). Consultant shall not be required to undertake duties notreasonably within the scope of the financial and management services contemplated by thisAgreement. Services include, but are not limited to:
     1.1 Rendering advice and providing services with regarding to the following accountingfunctions and matters:
 (i) develop usable and accurate daily cash management reports;  (ii) assist in the implementation and operation of the Company’saccounting and management information systems;  (iii) facilitate the consolidation of bank accounts;  (iv) assist the Company in preparing for the audit of its March31, 2005 financial statements and related Form 10-K;  (v) assist in the timely preparation of monthly financialstatements;  (vi) assist in the timely reconciliation of bank accounts;  (vii) assist in the preparation of client prepared documents inconnection with the 2005 audit;  (viii) assist in the integration and treasury functions pursuant to theAdministrative Services Agreement with R&R Express, Inc.
     1.2 Rendering advice with regard to any of the following corporate matters:
 

 

 (i) changes in the capitalization of the Company;  (ii) changes in the Company’s corporate structure;  (iii) the formation of corporate goals and their implementation;  (iv) supervision of accounting staff;  (v) establishing and implementing business development goals andstrategies;  (iv) operational management oversight and recommendationsregarding the Company’s or its subsidiaries operations;  (v) performing market and competitive analysis.
2. **PERFORMANCE OF SERVICES.**Consultant agrees to make his services available three (3) days a weekduring normal business hours. Consultant will make himself available at the Company’s officesduring normal business hours. The Consultant understands it may be necessary from time-to-time totravel to the terminals serviced by the Company and the R&R Express administrative offices inPittsburgh, Pennsylvania. The Company understands and agrees that a portion of the servicesprovided by the Consultant may be performed at the Consultant’s home and the Company does notobject to the Consultant providing such services off-site.
3. **PAYMENT FOR SERVICES; OPTIONS; EXPENSES.**As consideration for the performance of the Services,the Company shall pay Consultant the following:
     (a) Consulting Fee. The Company shall pay Consultant a fee equal to $100.00 per hourbased upon the Consultant providing thirty (30) hours of services per week. The Consultant willnot be required to provide time sheets or other detailed time keeping documentation. If theConsultant works more than thirty (30) hours per week, he shall be entitled to the actual number ofhours worked for that week multiplied by $100.00 per hour. Consultant shall be paid on a bi-weeklybasis, and shall provide the Company bi-weekly invoicing evidencing the number of hours theConsultant worked for the bi-weekly remuneration period.
     (b) Expenses. The Company shall reimburse Consultant for all reasonable, ordinary andnecessary travel, seminar, entertainment and miscellaneous expenses incurred in connection with theperformance of the Services, provided that the Consultant properly accounts for such expenses tothe Company in accordance with the Company’s policies and practices. The Consultant shall beresponsible for his own automobile related expenses.
     (c) Stock Options. Upon execution of this Agreement, Consultant shall receive anonqualified stock option agreement, which entitles the Consultant to receive up to 150,000 sharesof the Company’s Common Stock in accordance with the terms and conditions of a stock optionagreement between the Consultant and the Company. The options shall have an exercise price of $.01
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and will be exercisable for five (5) years, or through March 31, 2010. The options shall vestbased upon the Company achieving certain bench marks as set forth in the following table:     Bench Mark # of OptionsTimely filing of March 31, 2005Form 10-K (including a 12-b2515 day extension)  80,000      Development of Usable and AccurateDaily Cash Management Reports  25,000      Integration of Treasury and AccountingFunctions with R&R Express, Inc.Pursuant to Administrative ServicesAgreement, a copy of which is attached  15,000      Completion of Monthly FinancialStatements within 15 business daysof prior month end for at least two (2)consecutive months  15,000      Completion of Bank ReconciliationsWithin 15 business days of prior monthEnd for at least two (2) consecutivemonths  15,000 
4. **TERM/TERMINATION.**The term of this Agreement is for six (6) months through October 31, 2005.This Agreement may be terminated by either party with 30 days written notice.
     If the Consultant resigns or this consulting arrangement is terminated by either party, thenthe Company shall be obligated to pay the Consultant the balance of the fees payable hereunderthrough the effective date of Consultant’s termination or resignation. In the event of terminationof this Consulting Agreement prior to its expiration, all unvested options granted to theConsultant referenced in Section 3(c) shall terminate and be of no further force and effect.
5. **RELATIONSHIP OF PARTIES.**It is understood by the Parties that Consultant is an independentcontractor working on a non-agency basis with respect to the Company, and not an employee ofCompany. Company will not provide fringe benefits, including health insurance benefits, paidvacation, or any other employee benefits for Consultant.
6. **WORK PRODUCT.**Any and all information, documentation, inventions, business methods, concepts,financial plans, marketing plans and methods,
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customer lists, product ideas, trademarks, logos, trade names and other work product created ordeveloped by Consultant during the performance of the Services relating to business of the Companyshall be the sole and exclusive property of the Company with the Company owning exclusively allproprietary and intellectual property rights therein, including, without limitation, the sole andexclusive right to commercialize any such work product.
7. **ASSIGNABILITY.**The rights and obligations of the Company under this Agreement shall inure tothe benefit of and be binding upon the successors and assigns of the Company, provided that suchsuccessor or assign shall acquire all or substantially all of the assets and business of theCompany. Consultant’s rights and obligations hereunder may not be assigned or alienated withoutthe prior written consent of the Company and any attempt to do so by Consultant will be void.
8. **SEVERABILITY**. If any provision of this Agreement is deemed to be invalid or unenforceable or isprohibited by the laws of the state or jurisdiction where it is to be performed, this Agreementshall be considered divisible as to such provision and such provision shall be inoperative in suchstate or jurisdiction and shall not be part of the consideration moving from either of the partiesto the other. The remaining provisions of this Agreement shall be valid and binding.
9. **NOTICES**. Notices given pursuant to the provisions of this Agreement shall be sent bycertified mail, postage prepaid, or by overnight courier to the following addresses:         To the Company: XRG, Inc.      601 Cleveland Street, Suite 820      Clearwater, FL 33755-4169           To the Consultant: Michael Conroy                              
     Either party may, from time to time, designate any other address to which any such notice toit or him shall be sent. Any such notice shall be deemed to have been delivered upon the earlierof actual receipt or four days after deposit in the mail, if by certified mail.
10. **MISCELLANEOUS**.
     (a) Governing Law. This Agreement shall be governed by and construed and enforced inaccordance with the internal, substantive laws of the State of Florida without giving effect to theconflict of laws rules thereof. Venue shall exclusively be with a court having jurisdiction inPinellas County, Florida.
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     (b) Waiver/Amendment. The waiver by any party to this Agreement of a breach of anyprovision hereof by any other party shall not be construed as a waiver of any subsequent breach byany party. No provision of this Agreement may be terminated, amended, supplemented, waived ormodified other than by an instrument in writing signed by the party against whom the enforcement ofthe termination, amendment, supplement, waiver or modification is sought.
     (c) Attorney’s Fees. In the event any action is commenced, the prevailing party shallbe entitled to reasonable attorney’s fee, costs and expenses.
     (d) Entire Agreement. This Agreement represents the entire agreement between theparties with respect to the subject matter hereof and replaces and supersedes any prior agreementsor understandings.
     (e) Counterparts. This Agreement may be executed in counterparts, all of which shallconstitute one and the same instrument.
     IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day andyear first above written.               COMPANY:         WITNESSES:   **XRG, INC.**               By:      Print Name:     Print Name:                 Title:                        Print Name:                       CONSULTANT:              Print Name:       Michael Conroy                                Print Name:                 
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