Re: Pacific Business Funding/Capco Financial Company Credit Facility

Exhibit 10.105

March 3, 2005

STRICTLY CONFIDENTIAL
Attn: Xxxxx Xxxxxxx
President
XRG, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000

Re: Pacific Business Funding/Capco Financial Company Credit Facility

Dear Xxxxx:

     This letter will serve as an invoice and as an amendment to the fee agreement between Oberon Securities LLC (“Oberon”) and XRG, Inc. (“XRG”) only as it pertains to the debt financing provided by Pacific Business Funding/Capco Financial Company (“Facility”):

		Cash Retainer
		Capital Fee for Facility		$120,000 (3% of$4.0mm)

     Please wire funds to the following Oberon account:

Oberon Securities, LLC
Bank of New York
A/C# 630-2306921
Swift# XXXXXX0X
ABA# 000000000

Bank of New York
000 Xxxxxxx Xxxxxx
XX,XX 00000

     In addition to the cash fee above, Xxxxxx shall receive fees according the following schedule:

     A cash fee of$30,000 at the time that the balance owed under the Facility exceeds $4.000,000 for the first time; a cash fee of $30,000 at the time that the balance owed under the Facility exceeds $5,000,000 for the first time; a cash fee of $30,000 at the time that the balance owed under the Facility exceeds $6,000,000 for the first time; a cash fee of $30,000 at the time that the balance owed under the Facility exceeds $7,000,000 for the first time; a cash fee of $30,000 at the time that the balance owed under the Facility exceeds $8,000,000 for the first time; a cash fee of $30,000 at the time that the balance owed under the Facility exceeds $9,000,000 for the first time. For purposed of clarification, if at any given time the balance owed under the Facility is $8,500,000, XRG will have paid Oberon a total of $270,000 in cash fees.

     In the event that the facility is extended above $10,000,000, Oberon shall be due a fee of 3% of the extended amount, payable at the time of the extension.

     XRG will wire the initial fee of$120,000 to Oberon. XRG specifically authorizes Pacific Business Funding/Capco Financial Company to wire all additional fees directly to Oberon as the conditions are fulfilled as described above.

     In addition, XRG will issue Oberon 55,555 warrants (3-year, $2.16/share strike price) in the name of “Oberon Securities, LLC” at the address below.

     If you are in agreement with the foregoing, please return the executed copy of this letter and wire the funds as described above, whereupon this letter shall become effective as of the date hereof.

Sincerely,

Oberon Securities, LC

By:

AGREED TO:
XRG, Inc.

By:

Xxxxx Xxxxxxx

CEO

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