**Exhibit 10.103**
July 7, 2004
**CONSULTING AGREEMENT**
This agreement is made and entered into this 7th day of July, 2004 between KDR Transport, Inc.,located at #3 Crafton Square, Pittsburgh, Pa 15205, hereinafter referred to as Consultant and XRG,Inc. located at 601 Cleveland Street, Clearwater, FL 33755, hereinafter referred to as the Client.
WHEREAS, Consultant is an individual operating as an independent consultant, and
WHEREAS, Client is publicly-held with its common stock trading on one or more stock exchangesand/or over the counter or on NASDAQ, and
WHEREAS, the Client desires to engage the services of Consultant to perform, for the Client,consulting services regarding its business operation.
IT IS UNDERSTOOD:
1. Term and Obligations
     Client hereby appoints and engages Consultant as its advisor on the terms and conditions ofthis Agreement. Consultant accepts such engagement and agrees to perform the services upon theterms and conditions of said Agreement.
     Consultant shall act as an advisor in the following areas:
     a.) Interaction with Express Freight and Highbourne divisions XRG Logistics and any futureacquisitions, in particular the anticipated TEI acquisition.
     b.) Negotiation of all company insurance policies.
     c.) Other projects as designated.
2. Term of Engagement.
     (a) The term of this arrangement shall be for five years commencing July 7, 2004, and endingJuly 7, 2009. Each acquisition will extend the Agreement for 5 years from the closing date of theAcquisition. The Engagement Period, the Consultant’s compensation and any and all other rights ofthe Consultant under this Agreement shall terminate (except as to compensation and rights accruedprior to the effective date of such termination): (i) upon the death of the Consultant; (ii) uponfourteen (14) days prior written notice by Client to Consultant in the event of the physical ormental disability of the Consultant (as defined in Paragraph 2(b) below); (iii) for Cause (asdefined in Paragraph 2(c) below), immediately upon the giving of written notice thereof by Clientto the Consultant, or at such later time as such notice may specify; or (iv) without Cause at anytime after the initial five-year term hereof, upon not less than sixty (60) days’ prior writtennotice by either the Client or Consultant to the other party and subject to Paragraph 2(d) below.
 

 

     (b) For purposes of this Agreement, the Consultant 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 Consultant and Client.
     (c) For purposes of this Agreement, the term “Cause” shall be deemed to mean the Consultant’sconviction of any crime (felony or class 8 misdemeanors),
     (d) In the event the Engagement Period is terminated by Client for any reason other than forCause or for the death or the physical or mental disability of the Consultant, Client shall pay tothe Consultant, as Client’s sole and exclusive obligation related to such termination, thecompensation and annual bonuses provided for in this Agreement as described in paragraphs 2 (a) and2(b) for a five-year term, payable in a lump sum within 30 days of termination.
     (e) Executive may terminate his employment for good reason. For purposes of this Agreement,“good reason” shall mean a failure by Client 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 Consultant to Client.
3. Compensation.
     A. As compensation the Client will pay the consultant on a monthly basis 0.5% of the revenuebilled through the client’s subsidiary XRG G&A, Inc. less the compensation the consultant earns asPresident of XRG G&A, Inc. and R&R Express Intermodal, Inc.
     B. A fee equal to .5% of the annual revenue for the previous twelve months prior to close ofany acquisitions presented to the Client and ultimately acquired. The fee will be paid at theclosing based on the following:
          1. One half of the fee to be paid in XRG, Inc. common stock the number of shares will bedetermined based on the average market price of the shares for the twenty days prior to the date ofclose.
          2. One half of the fee paid in cash at closing.
     This fee is in addition to the compensation that will be earned ongoing in 2 .A. above.
4. Change of Control.
     In the event the Client is acquired or there was a substantial change of control, then theConsultant would have the right to void this agreement.
 

 

5. Expenses.
     The Client hereby agrees to reimburse Consultant for all reasonable out-of-pocket and properlydocumented expenses incurred by Consultant in connection with the performance of Consultant’sservices hereunder provided that the Client has approved such expenses.
6. Miscellaneous.
     (a) Amendments and Waivers. Except as otherwise provided herein, the provisions ofthis Agreement may not be amended, modified or supplemented without the written consent of each ofthe parties hereto.
     (b) Governing Law. This Agreement and the rights, obligations and liabilities of theparties hereto shall be governed by and construed and interpreted in accordance with the laws ofthe State of Florida without regard to the conflicts of laws principles thereof. For that purpose,the parties hereto consent to the jurisdiction and venue of an appropriate court located inPinellas County, State of Florida.   Signatures:     **Consultant**              Title     **Client**        Kevin P. Brennan  President and Chief Executive OfficerKRG, Inc.