Administrative Services Agreement

DATE:   February 1, 2002

PARTIES: XRG G&A, INC., a Florida corporation ("Service Provider"), XRG, INC., a
Delaware  corporation  ("Parent"),  and  KDK  TRANSPORT,  INC.,  a  Pennsylvania
corporation ("Company").

         Whereas:

         A. The Service  Provider is a  wholly-owned  subsidiary of Parent which
plans to acquire  certain assets  utilized by the Company in its  transportation
services  business  (the  "Business"),  including  certain  assets useful in the
administration  of day-to-day  business  operations,  which acquisition would be
made pursuant to the terms and conditions of an Asset Purchase  Agreement by and
between the Company and Parent (the "Acquisition").

         B. Subsequent to the consummation of the Acquisition,  the Company will
retain certain assets related to the Business,  including  certain  terminals as
set forth in  Exhibit D to the said  Asset  Purchase  Agreement  (the  "Retained
Business").

         C. The Company  desires to acquire  from the Service  Provider  certain
administrative  services  in order to  permit  the  Company  to  administer  its
corporate  and  business  affairs  with  respect  to the  Business  prior to the
consummation of the Acquisition and, subsequent to the Acquisition, with respect
to the Retained Business,  in a cost-efficient  manner, and the Service Provider
desires to provide those services to the Company.

         Now,  therefore,  in  consideration of the covenants and obligations of
the parties set forth herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

1.       Administrative Services
         -----------------------
         The Service  Provider,  through its agents or employees,  shall perform
the following services for the Company during the term of this Agreement:

         (a)      invoicing;

         (b)      collection, recording and depositing of accounts receivable;

         (c)      federal and state regulatory compliance;

         (d)      credit reviews;

         (e)      processing driver advances, driver payments,
                  and agent commissions;

         (f)      telephone answering services; and

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         (g)      receiving and sending billing and paperwork.

2.       Term and Termination
         ---------------------

         This Agreement  will commence as of the date  indicated  above and will
remain in effect for a period of five (5) years unless terminated earlier by the
Company upon thirty (30) days prior written notice to the Service Provider.  The
Company has the option to renew this Agreement for an additional five-year term.
The Service  Provider may terminate  this  Agreement  upon written notice to the
Company  if the  Company  fails to pay any  undisputed  payable  service  fee or
insurance fee and such failure continues for fifteen (15) days after the Service
Provider provides written notice of such failure to the Company.

3.       Service Fees.
         ------------

         As consideration for providing the services set forth in Paragraph 1 of
this Agreement,  the Company shall pay the Service  Provider a service fee equal
to three percent (3%) of the weekly trucking and brokerage gross billings of the
Company,  which service fee shall increase to three and one-half  percent (3.5%)
of the weekly trucking and brokerage gross billings of the Company  effective as
of the effective date of the closing of the  Acquisition  to cover  compensation
paid to Richard  Francis by the  Service  Provider  for  additional  services he
provides to the Company.  The service fee shall be paid to the Service  Provider
on  every  Friday  during  the term of this  Agreement  and will be based on the
Company's trucking and brokerage gross billings for the previous week.

4.       General Liability and Cargo Insurance.
         -------------------------------------

         Effective as of the effective  date of the closing of the  Acquisition,
the Service  Provider  shall obtain or maintain  general  liability,  automobile
liability and cargo  insurance on behalf of the Company for a fee equal to three
percent (3%) of the monthly  non-brokerage  gross  billings of the Company.  The
insurance  fee shall be paid to the Service  Provider by the tenth (10th) day of
each month during the term of this  Agreement and will be based on the Company's
non-brokerage  gross billings for the previous  month.  Such insurance  shall be
with a  financially  responsible  insurance  company  licensed to do business in
Pennsylvania  and shall provide for such coverage limits as may be determined by
the Company,  which limits shall be consistent with those currently in effect on
the date of this  Agreement,  unless  otherwise  agreed by the  parties  hereto.
Service Provider shall provide Company with certificates of insurance evidencing
such insurance coverage.

5.       Confidentiality.
         ---------------

         During the term hereof,  or at any time after the  termination  of this
Agreement,  neither party shall, without the prior written  authorization of the
other party (or unless in compliance with the terms of this Agreement), disclose
to a third party or use for any competitive purpose any Confidential Information
concerning the business of the other party. The term "Confidential  Information"

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as used herein shall mean non-public  information that has been disclosed by one
party  to the  other  party,  or is known  by a party  as a  consequence  of its
engagement  hereunder.  Service  Provider  acknowledges  that  all  Confidential
Information  used by Company in connection  with the Retained  Business shall at
all times  remain the  property of Company,  and that upon  termination  of this
Agreement  Service  Provider will  surrender the same to Company,  including all
copies thereof.  Company  acknowledges  that  Confidential  Information  used by
Service  Provider in connection  with Service  Provider's  business shall at all
times remain the property of Service Provider, and that upon termination of this
Agreement  Company will  surrender the same to Service  Provider,  including all
copies thereof. This paragraph shall survive the termination of this Agreement.

6.       Entire Agreement.
         ----------------

         This Agreement sets forth the entire  understanding and agreement among
the parties hereto with  reference to the subject matter hereof,  and supersedes
any prior understanding or agreements between the parties hereto, either oral or
written.

7.       Modification.
         ------------

         This Agreement may not be modified,  amended,  discharged or terminated
except by a written instrument signed by the parties hereto.

8.       Governing Law; Jurisdiction and Venue.
         -------------------------------------

         This Agreement shall be governed by, and construed in accordance  with,
the  internal  laws,  and not the  laws of  conflicts,  of the  Commonwealth  of
Pennsylvania.  With respect to the  enforcement  of any award under  arbitration
proceedings or any claim  regarding the Company's  failure to pay any undisputed
service or insurance  fee,  each party hereby  submits to the  jurisdiction  and
venue of the  Allegheny  County  Court of Common  Pleas of the  Commonwealth  of
Pennsylvania  or the United States  District  Court for the Western  District of
Pennsylvania.

9.       Assignment.
         ----------

         Service  Provider  may not  assign  this  Agreement  without  the prior
written consent of Company.

10.      Arbitration.
         -----------

         Any dispute,  controversy  or claim  arising out of or relating to this
Agreement,  or a breach  hereof,  other  than the  Company's  failure to pay any
undisputed  service  or  insurance  fees,  shall be settled  by  arbitration  in
Pittsburgh,  Pennsylvania,  before a panel of arbitrators selected in accordance
with the Commercial  Arbitration Rules of the American  Arbitration  Association
("AAA"),  and  judgment  upon the award  rendered  may be  enforced in any court
having jurisdiction  thereof. The fees and costs of such arbitration,  including
the reasonable fees and costs of attorneys for the parties, shall be apportioned
between the parties by the arbitrators.

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11.      Parent Corporation Guaranty.
         ---------------------------

         Parent hereby irrevocably and unconditionally guarantees to Company the
performance  of any  and  all  of  Service  Provider's  duties  and  obligations
hereunder (the  "Obligations") and Parent hereby irrevocably and unconditionally
covenants and agrees that it is liable for the Obligations as a primary obligor.
If it or any part of the  Obligations  shall not be punctually paid or performed
when due,  Parent  shall,  immediately  upon  demand  by  Company,  and  without
presentment,  protest,  notice of protest,  notice of  non-payment  or any other
notice  whatsoever,  pay  the  amount  due on the  Obligations  or  perform  the
Obligations of Service Provider. Parent hereby agrees that its obligations under
this Section 11 shall not be released,  diminished or otherwise  impaired by any
modification  of all or any part of the  obligations  or by the  reorganization,
merger or consolidation  of Service Provider into or with any other entity,  and
that such  obligations  will be the  obligation  of any  successor  or assign of
Parent.



Agreed:



XRG G&A, INC.                               KDK TRANSPORT, INC.

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

Title:                                      Title:
      ------------------------------              -----------------------------



XRG, Inc.

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

Title:
      ------------------------------

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