EXHIBIT 10.16.5
AGREEMENT AND PLAN OF MERGER ADDENDUM
THIS AGREEMENT AND PLAN OF MERGER ADDENDUM (the "Addendum") is entered
into effective as of the 29th day of March, 2004, by and between XRG, Inc.
("XRG") and RSV, Inc. ("RSV").
RECITALS:
WHEREAS, XRG and RSV are parties to an Agreement and Plan of Merger
dated February 2004 (the "Agreement and Plan of Merger"); and
WHEREAS, the parties now desire to amend the Agreement and Plan of
Merger to reflect the parties' agreement to modify the purchase consideration as
set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
1. Section 2(b) Adjustment of XRGC Shares of the Agreement and
Plan of Merger will be deleted and an additional 1,000,000
shares of XRG Common Stock ("XRGC Shares") will be issued to
the shareholder of RSV, Inc.
2. Except as modified hereby, the Agreement and Plan of Merger
remains in full force and effect.
XRG, INC. RSV SHAREHOLDER:
By: ------------------------------------
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President
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RSV, INC. ------------------------------------
By:
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President
