**Exhibit 10.100**
**EMPLOYMENT AGREEMENT**
     THIS AGREEMENT is made as of the first day of May, 2004, by and between **XRG G&A, INC.**, aFlorida corporation having its principal office located at 5301 Cypress St. S111, Tampa, FL 33607(hereinafter “**XRG G&A**”), and Herman Rios, an individual residing in Hillsborough County, Florida(hereinafter “Executive”).
**Witnesseth:**
     In consideration of the foregoing and the respective covenants of the parties set forthherein, the parties, intending to be legally bound, agree as follows:
     1. Employment. XRG G&A hereby employs the Executive and the Executive hereby acceptsemployment by XRG G&A upon the terms and conditions hereinafter set forth. All previous employmentagreements or other terms and conditions of employment between XRG. G&A and the Executive arehereby terminated and are superseded by this Agreement.
     2. Term. Subject to the provisions of Paragraph 10 hereof, the term of theExecutive’s employment by XRG G&A under this Agreement shall commence on the date hereof and shallcontinue for a term of two (2) years (“Original Term”). Expiration of the Original Term shall notprevent XRG G&A from continuing the Executive’s employment beyond such expiration on such terms asmay be mutually’ satisfactory to XRG G&A and the Executive. The term ‘of the Executive’semployment hereunder, including any extension beyond the Original Term, is hereinafter referred toas the “Employment Period.”
     3. Duties. The Executive shall be employed as Senior Project Manager of XRG G&A andshall have such duties as are assigned or delegated to him from time to time by the Board ofDirectors of XRG G&A. The Executive shall devote such time and attention during normal businesshours to the business of XRG G&A as determined by the Board of Directors of XRG G&A. Nothingherein, however, shall prevent the Executive from engaging in additional activities in connectionwith personal investments and community affairs that do not interfere or conflict with his dutieshereunder.
     4. Base Compensation. The Executive shall be paid a salary at an annual rate of$80,000 during the Original Term, which shall be payable in installments in accordance with XRGG&A’s customary payroll practices, but no less frequently than bi- monthly. The salary to be paidduring any extension of the Employment Period beyond the Original Term will be as agreed to by XRGG&A and the Executive.
     5. Stock. XRG, Inc. will issue 100,000 shares of XRG, Inc. common stock to theExecutive at the one-year anniversary of this agreement.
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     6. Automobile Expense Allowance. During the Employment Period, XRG G&A shall pay tothe Executive an automobile expense allowance of $400 per month, which shall be paid to Executiveon the first business day of each month.
     7. Expenses. Subject to compliance by the Executive with such policies regardingexpenses and expense reimbursement as may be adopted from time to time by XRG G&A, the Executive isauthorized to incur reasonable expenses in the performance of his duties hereunder in furtheranceof the business and affairs of XRG G&A and XRG G&A will reimburse the Executive for all suchreasonable expenses, in all cases upon the presentation by the Executive of an itemized accountsatisfactory to XRG G&A in substantiation of such expenses.
     8. Vacations. The Executive shall be entitled to paid vacations in accordance withthe policies of XRG G&A in effect, from time to time, as determined by the Board of Directors ofXRG G&A; but in any event, Executive shall be entitled to not less than two (2) weeks per year ofpaid vacation.
     9. Other Employee Benefits. The Executive shall, during the Employment Period, beeligible to participate in such pension, profit sharing, bonus, life insurance, hospitalization andmedical and other employee benefit plans of XRG G&A which may be in effect from time to time to theextent he is eligible under the terms of those plans; provided, however, that the allocation ofbenefits under any bonus or other plan which provides that allocations thereunder shall be in thediscretion of the Board of Directors of XRG G&A shall be as determined from time to time solely bythe Board of Directors.
     10. Termination.
          (a) The Employment Period, the Executive’s compensation and any and all other rights of theExecutive under this Agreement or otherwise as an employee of XRG G&A shall terminate (except as tocompensation and rights accrued prior to the effective date of such termination): (i) upon thedeath of the Executive; (ii) upon fourteen (14) days prior written notice by XRG G&A to Executivein the event of the physical or mental disability of the Executive (as defined in Paragraph 10(b)below); (iii) for Cause (as defined in Paragraph 10(c) below), immediately upon the giving ofwritten notice thereof by XRG G&A to the Executive, or at such later time as such notice mayspecify; or (iv) without Cause at any time after the initial one-year term hereof, upon not lessthan sixty (60) days’ prior written notice by either the Executive or XRG G&A to the other partyand subject to Paragraph 10(d) below.
          (b) For purposes of this Agreement, the Executive shall be deemed to have a “physical ormental disability” if for medical reasons he has been unable to perform his duties for thirty (30)consecutive days or ninety (90) days in any 12-month period, all as determined in good faith by aphysician mutually acceptable to Executive and the Board of Directors of XRG G&A.
          (c) For purposes of this Agreement, the term “Cause” shall be deemed to mean the Executive’sconviction of any crime, the Executive’s commission of any act
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of willful misconduct or dishonesty, or the material breach of any provision of this Agreement bythe Executive.
          (d) In the event the Employment Period is terminated by XRG G&A for any reason other than forCause or for the death or the physical or mental disability of the Executive, XRG G&A shall pay tothe Executive, as XRG G&A’s sole and exclusive obligation related to such termination, thecompensation and annual bonuses provided for in this Agreement for a one-year term. The Executiveshall also be entitled to a continuation of medical and life insurance benefits, on the same terms-and conditions as existed immediately prior to such termination, for the same one-year term.
          (e) Executive may terminate his employment for good reason. For purposes of this Agreement,“good reason” shall mean a failure by XRG G&A to comply with any material provision of thisAgreement, which failure is not cured within fourteen (14) days after a written notice ofnoncompliance has been given by Executive to XRG G&A, provided that the foregoing notice and cureprovisions shall not apply to any failure by XRG G&A to comply with its payment obligationshereunder.
     11. Non-Disclosure Covenant. The Executive acknowledges that (i) during theEmployment Period and as a .part of his employment, the Executive will be afforded access toConfidential Information (as hereinafter defined); (ii) public disclosure of ConfidentialInformation could have a material adverse impact on XRG, on XRG G&A or on the other subsidiaries ofXRG (hereinafter “XRG Companies”) and their respective businesses; (iii) the Executive possessessubstantial technical expertise and skill with respect to the business of the XRG Companies. TheExecutive acknowledges that the provisions of this Section 11 are reasonable and necessary withrespect to the use of Confidential Information.
     As used in this Agreement, the term “Confidential Information” shall mean agency owneroperator or driver lists or information, inventions and improvements, ideas, plans, processes,techniques, technology, customer lists, business methods, trade secrets as defined under applicablelaw, and other information developed or acquired by or on behalf of the XRG Companies which relateto or affect any aspect of the business of the XRG Companies. Confidential Information shall notinclude information that becomes generally known to the public through no act of Executive inbreach of this Agreement
     In consideration of the foregoing and of continued employment of the Executive by XRG G&A,Inc. and the compensation and benefits paid or provided, and to be paid or provided, to theExecutive by XRG G&A, Inc., the Executive hereby covenants and agrees as follows:
     Both during and after the Employment Period, the Executive shall not, without XRG G&A’s priorwritten consent, disclose to any third party, or use for any purpose other than for the exclusivebenefit of the XRG Companies, any Confidential Information.
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     The Executive agrees that disclosures made by the XRG Companies to governmental authorities,to their customers or potential customers, to their suppliers or potential suppliers, to theiremployees or potential employees, to their consultants or potential consultants or disclosures madeby the XRG Companies in any litigation or administrative or governmental proceedings shall not meanthat the matters so disclosed are available to the general public.
     The Executive shall not remove from the premises of the XRG Companies, except when appropriateto the pursuit of their business, any document, record, notebook, plan, model, component, ordevice. The Executive recognizes that, as between the XRG Companies and the Executive, all suchdocuments, records, notebooks, plans, models, components or devices, whether or not developed bythe Executive, are the exclusive property of the XRG Companies. In the event of termination of theExecutive’s employment with XRG G&A, or upon the earlier request of any of the XRG Companies duringthe Employment Period, the Executive shall return to the XRG Companies all documents, records,notebooks, plans, models, components, and devices in the Executive’s possession or subject to theExecutive’s control. The Executive shall not retain any copies, abstracts, sketches or otherphysical embodiment of any such document, record, notebook, plan, model, component or device. TheExecutive agrees that all agency. or brokerage business introduced to. any XRG Companies byeither the Executive or any associate .or employee introduced by the Executive and which theEmployee’s compensation is derived, shall remain the property of any XRG Companies as long as theEmployee is being compensated by any XRG Companies, including any severance compensation.
     12. Covenant Not to Compete: Non-Interference.
          (a) The Executive acknowledges that the services to be performed under this Agreement are of aspecial and unique character, that the businesses of the XRG Companies are national in scope, thattheir services are marketed throughout the United States, and that the XRG Companies compete withother organizations that are or could be located in any part of the United States. Inconsideration of the foregoing, and in consideration of his continued employment by XRG G&A, theExecutive hereby covenants and agrees that he shall not:
               (i) during the Employment Period, and for a period of one (1) year thereafter, directly orindirectly engage or invest in, own, manage, operate, control or participate in the ownership,management, operation or control of, be employed, associated or in any manner connected with, orrender services or advice to, any business whose services or activities compete, in whole or inpart, with the services or activities of the XRG Companies within the geographical territorieswithin the United States in which the XRG Companies at any time during the Employment Periodconduct their respective businesses;
               (ii) whether for the Executive’s own account or for the account of any other person, at anytime during the Employment Period, and for a period of one (1) year thereafter, solicit thebusiness of any person or entity known by the Executive
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to be a customer of the XRG Companies, whether or not the Executive had personal contact with suchperson or entity during his employment with XRG G&A; and
               (iii) whether for the Executive’s own account or the account of any other person at any timeduring the Employment Period and for a period of one (1) year thereafter, solicit, employ orotherwise engage as an employee, independent contractor or otherwise, any person who is or was anemployee of any of the XRG Companies during the Executive’s Employment Period, or in any mannerinduce or attempt to induce any employee of any of the XRG Companies to terminate his/heremployment with such company.
     It is understood by and between the parties hereto that the foregoing covenants by theExecutive set forth in this Section 12 are essential elements of this Agreement and that but forthe agreement of the Executive to comply with such covenants, XRG G&A would not have entered intothis Agreement. XRG G&A and the Executive have independently consulted their respective counseland have been advised in all respects concerning the reasonableness and propriety of suchcovenants, with specific regard to the nature of the businesses conducted by the XRG Companies.
          (b) Notwithstanding any provision of this Agreement to the contrary, the restrictions setforth in Section 12(a) hereof shall not apply in the event that XRG G&A terminates the EmploymentPeriod during the Original Term for any reason other than for Cause or the physical or mentaldisability of the Executive.
          (c) Notwithstanding that the Executive’s employment hereunder may expire or be terminated asprovided in Section 10 hereof, this Agreement shall continue in full force and effect insofar as isnecessary to enforce the covenants and agreements of the Executive contained in Section 12.
     13. Injunctive Relief. The Executive acknowledges that the damages that would besuffered by the XRG Companies as a result of a breach of the provisions of Section 11 or 12 of thisAgreement may not be calculable, and that an award of a monetary judgment to any of the XRGCompanies for such a breach would be an inadequate remedy. Consequently, any of the XRG Companiesshall have the right, in addition to any other rights it may have, to obtain, in any court ofcompetent jurisdiction, injunctive relief to restrain any breach or threatened breach hereof orotherwise to specifically enforce any of the provisions of this Agreement and such company shallnot be obligated to post bond or other security in seeking such relief.
     14. Definition of “person.” The term “person” shall mean any individual, corporation,firm, association, partnership, limited liability company or other legal entity or other form ofbusiness organization.
     15. Compliance with Other Agreements. The Executive represents and warrants that theexecution and delivery by the Executive of this Agreement and the performance by the Executive ofhis’ obligations hereunder will not, with or without the giving of notice or the passage of time,or both, (i) violate any judgment, writ, injunction or order of any court, arbitrator orgovernmental agency applicable to the Executive; or
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(ii) conflict with, result in the breach of any provisions of or the termination of, or constitutea default under, any agreement to which the Executive is a party or by which he is or may be bound.
     16. Waiver of Breach. The waiver by any party hereto of a breach of any Page 5provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
     17. Binding Effect; Benefits. This Agreement shall inure to the, benefit of, andshall be binding upon, the parties hereto and their respective successors, assigns, heirs and legalrepresentatives, including, without limitation, any entity with which XRG Companies may merge orconsolidate or to which it may transfer all or substantially all of its assets. Insofar as theExecutive is concerned, this Agreement, being personal, may not be assigned.
     18. Notices. All notices and other communications which are required or may be givenunder this Agreement shall be in writing and shall be deemed to have been duly given when deliveredin person or three (3) days after being mailed by registered or certified first class mail.’postage prepaid.
     19. Entire Agreement; Amendments. This Agreement contains the entire agreement of theparties with respect to the subject matter hereof and supersedes all prior agreements andunderstandings. oral or written. between the parties hereto with respect to the subject matterhereof. This Agreement may not be changed orally. but only by an agreement in writing signed bythe party against whom any waiver. change. amendment. modification or discharge is sought.
     20. Severability. If any provision. or provisions of this Agreement shall bedeclared invalid or unenforceable. any such provision or provisions ‘shall be deemed, severed fromthe remainder of the provisions contained herein. which shall otherwise remain in full force andeffect.
     21. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by andconstrued in accordance with the laws of the State of Florida without giving effect to theprinciples of conflicts of law thereof. The Executive hereby submits to the jurisdiction and venueof the Circuit Court of the State of Florida for the County of Hillsborough or the United StatesDistrict Court for the Middle District of Florida, Tampa Division, for purposes of any legal actionrelated hereto. The Executive agrees that service upon him in any such action may be made by firstclass mail. certified or registered.
     22. Dispute Resolution. Any dispute, controversy or claim arising out of or relatingto this Agreement (except for matters covered by Section 13 hereof) shall be settled by arbitrationby the American Arbitration Association (“AAA”) in accordance with the then current rules in effectgoverning arbitration of such matters. The arbitration shall be conducted in Tampa, Florida bythree (3) independent and impartial arbitrators. The award rendered by the arbitrators shall befinal and a judgment may be entered upon it according to applicable law in any court havingjurisdiction. The arbitrators shall,
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in the award, allocate the costs and expenses of the arbitration, including AAA fees and expenses,arbitrator compensation and expenses, the cost of any court reporter or stenographer employed bythe parties and the reasonable attorneys’ fees and expenses of the parties.
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date abovefirst written.       XRG G&A, INC.   EXECUTIVE:a Florida Corporation           By:                    Title:             
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