Silsbee Trading and Transportation Corp., a Texas Corporation, hereinafter
"STTC"), with an address at P. O. Box 695, Silsbee, Texas 77656, agrees to lease
to South Hampton Refining Co., a Texas Corporation, (hereinafter "SHRCO"), with
an address at P. O. Box 1636, Silsbee, Texas 77656, which agrees to lease from
STTC the Vehicles and Equipment described in SCHEDULE "A" attached hereto. The
term of the lease shall begin on January 1, 2004 and shall continue for a period
of Five (5) years unless terminated early as provided in the lease. Upon
expiration or termination of the Vehicle lease, SHRCO shall return the vehicles
to STTC at its location at Highway 418 in Hardin County, Texas, in the same
condition and appearance as when received, ordinary wear and tear excepted. Any
holding over after the expiration of the Vehicle lease shall be on a
month-to-month basis and subject to all the terms of this Lease.

     1.   MAINTENANCE AND REPAIR. STTC agrees, at its own cost and expense, to
          provide with respect to the Vehicles leased,: (a) all preventive
          maintenance, replacement parts, and repairs to keep the Vehicles in
          good repair and operating condition; (b) oil and lubricants necessary
          for the efficient operation of the Vehicles; (c) all necessary tires
          and tubes; (d) road service due to mechanical and tire failures; (e)
          periodic exterior washing; (f)initial painting and lettering of each
          Vehicle according to SHRCO specifications at the time the Vehicle is
          placed into service, at a cost not exceeding the per-vehicle allowance
          specified in SCHEDULE "A". In the event any Vehicle shall be disabled
          for any reason, SHRCO and/or its driver shall immediately notify STTC.
          SHRCO agrees that it will not cause or permit any person other than
          STTC or persons authorized by STTC to make any repairs or adjustments
          to a Vehicle, and shall abide by its directions concerning emergency
          repairs. In the event a Vehicle is disabled due to mechanical or tire
          failure, STTC shall, within a reasonable period of time after receipt
          of notification, properly repair, or cause the repair of, the Vehicle.
          SHRCO will cause its drivers to



          report any trouble concerning the Vehicle not later than the date of
          occurrence and to check oil and coolant levels in each Vehicle on a
          daily basis to prevent damage.

2.   VEHICLE LEASE SERVICE AGREEMENT. STTC will provide for inspections,
          preventive maintenance, and routine repairs in such a manner and at
          such times as to minimize the disruption of the normal use of the
          Vehicle. SHRCO will deliver the Vehicles to the repair facility and
          pick them up as needed after repairs or maintenance is completed. Any
          tow charges resulting from routine maintenance or repairs will be paid
          by STTC.

3.   FUEL. Shrco shall provide all fuel for the Vehicles and shall be
          responsible for all reporting, taxes, and charges associated

4.   LICENSES, TAXES AND PERMITS. STTC shall, at its own expense, register and
          title each Vehicle, and pay for any Vehicle inspection fees, in the
          state of domicile of such Vehicle for the licensed weight. STTC shall
          also pay the Federal Highway Use Tax and all personal property tax
          applicable to such Vehicle in that domicile state. If permitted by
          law, STTC shall obtain, at SHRCO's expense, other vehicle licenses,
          registrations, or pro-rate or state reciprocity plates, as SHRCO may
          request. Any increase in these rates or fees or change in the method
          of assessment over the allowance shown in SCHEDULE "A" will be paid
          for by SHRCO. Other than as set forth above, SHRCO shall pay for all
          permits, plates, special licenses, fees, or taxes (including any
          penalties or interest) required by SHRCO's business or now or
          hereafter imposed upon the operation or use of the Vehicles, or on
          this lease or on the charges accruing under this lease, including, but
          not limited to, sales or use taxes, mileage or ton mileage taxes,
          highway and bridge tolls, and any new and/or additional taxes and

5.   LEASE CHARGES. SHRCO agrees to pay STTC the charges provided for under this
          lease upon receipt of an invoice, without deduction or offset. STTC
          will invoice SHRCO on a monthly basis, including the billing of fixed
          charges in advance, and payment



          shall be made to the location designated by STTC. Unless SHRCO shall
          protest the correctness of any invoice within seven (7) days of its
          receipt, SHRCO agrees that such invoice shall be presumed to be
          correct. Should SHRCO fail to pay any charges when due, SHRCO shall
          pay interest on such delinquent amounts at one and one-half percent
          (1-1/2%) per month or the maximum permissible rate allowed in the
          jurisdiction in which SHRCO's principal place of business is located,
          whichever is lower, from the date on which payment was due until paid,
          together with all expenses of collection and reasonable attorneys'
          fees. This interest charge shall not be construed as an agreement to
          accept late payments.

6.   VEHICLE USE AND DRIVERS. SHRCO shall use the Vehicle only in the normal and
          ordinary course of its business and operations and in a careful,
          non-abusive manner, and not beyond its capacity and SHRCO shall not
          make any alterations to the Vehicle without STTC's prior written
          consent. Subject to the terms of this lease, from the time of delivery
          to SHRCO of any Vehicle covered by this lease, SHRCO shall have
          exclusive possession, control, supervision and use of the Vehicle
          until its return to STTC. SHRCO agrees that all Vehicles shall be
          operated by safe, qualified, properly licensed drivers, who shall
          conclusively be presumed to be SHRCO's agent, servant or employee
          only, and subject to its exclusive direction and control. The Vehicles
          shall not be operated: (a) by a driver in possession of or under the
          influence of alcohol or any controlled drug, substance, or narcotic;
          (b) in a reckless or abusive manner; (c) off an improved road; (d) on
          an under inflated tire; (e) improperly loaded or loaded beyond maximum
          weight; or (f) in violation of any applicable laws, ordinances, or
          rules; and SHRCO shall protect, defend, indemnify and hold STTC
          harmless from and against all fines, claims, forfeitures, judgments,
          seizures, confiscations or penalties arising out of any such
          occurrence. SHRCO will be responsible for all expenses for removing or
          towing any mired or snowbound Vehicle. SHRCO agrees not to use or
          cause any Vehicle to be used for the transportation of



          hazardous materials as defined by regulations promulgated by the Unite
          States Department of Transportation, unless otherwise agreed to in
          writing by STTC, nor for any illegal purpose. SHRCO will cause each
          Vehicle to be stored in a safe location. Upon receipt of a written
          complaint from STTC specifying any reckless, careless or abusive
          handling by any driver of the Vehicle(s), SHRCO shall prohibit the
          driver so identified from operating the Vehicle(s), In the event that
          SHRCO shall fail to do so or shall be prevented from so doing by any
          agreement with anyone on the driver's behalf, SHRCO shall reimburse
          STTC in full for any loss and expense incurred by STTC as a result of
          operation or use of the Vehicle(s) by such driver; and SHRCO shall
          protect, defend, indemnify and hold STTC and its shareholders harmless
          from and against any costs, expenses or damages arising out of the
          operation of any Vehicle(s) by such driver, notwithstanding that STTC
          may be designated in this lease as responsible for extending liability
          coverage or assuming the risk of loss of, or damage to, the Vehicle.
          SHRCO authorizes STTC to investigate the driving record of each driver
          and test such driver with respect to his ability to operate the
          Vehicle to which he will be assigned, without prejudice to any right
          or remedy of STTC under this lease. The drivers shall be selected and
          employed by SHRCO. STTC will have no responsibility for compensation,
          supervision or control of such drivers.

7.   PHYSICAL DAMAGE TO VEHICLES. SHRCO assumes the risk of loss of, or damage
          to, the Vehicle(s) covered by this lease from any and every cause
          whatsoever, including, but not limited to, casualty, collision, upset,
          fire, theft, malicious mischief, vandalism, graffiti, glass breakage,
          and mysterious disappearance, except as otherwise provided in this
          lease. SHRCO shall, at its sole cost, procure and maintain an
          automobile collision and comprehensive insurance policy protecting
          STTC against any and all loss or damage to the Vehicles covered by
          this lease, in form satisfactory to STTC, which policy shall provide
          that losses, if any, shall be payable to STTC and/or its



          assignee. The amount of coverage for each vehicle shall be the fair
          market value of each item as of this date. SHRCO shall deliver to STTC
          all policies of insurance, or evidence satisfactory to STTC of such
          coverage, prior to delivery to SHRCO of any Vehicle covered by this
          lease. Each insurer shall agree, by endorsement upon the policy issued
          by it, or by an independent document provided to STTC, that it shall
          give STTC thirty (30) days' prior written notice of the effective date
          of any alteration or cancellation of such policy, and that such notice
          shall be sent by registered or certified mail postage prepaid, return
          receipt requested, to STTC, P. O. Box 695, Silsbee, Texas 77656.

8.   LIABILITY COVERAGE. SHRCO shall, at its sole cost, provide liability
          coverage for SHRCO and STTC and their respective agents, servants and
          employees, in accordance with the standard provisions of a basic
          automobile liability insurance policy as required in the jurisdiction
          in which the Vehicle is operated, against liability for bodily injury,
          including death, and property damage arising out of the ownership,
          maintenance, use and operation of the Vehicle(s) with limits of at
          least a combined single limit of $5,000,000 per occurrence (except
          that STTC shall not be liable for damage to property left, stored,
          loaded, or transported in, upon, or by the Vehicle). Such coverage
          shall be primary and not excess or contributory and shall be in
          conformity with the basic requirements of any applicable No-Fault or
          uninsured motorist laws, but does not include "Uninsured Motorist" or
          supplementary "No-Fault", or optional coverage. Such coverage, if the
          obligation of SHRCO, shall be in a form acceptable to STTC and SHRCO
          shall deliver all policies of insurance, or evidence satisfactory to
          STTC of such coverage, prior to delivery to SHRCO of any Vehicle
          covered by this lease. Each insurer shall agree, by endorsement upon
          the policy issued by it, or by an independent document provided to
          STTC, that it shall give STTC thirty (30) days' prior written notice
          of the effective date of any alteration or cancellation of such policy
          and that such notice shall be sent in the



          manner contemplated by Article 6. SHRCO shall notify STTC as well as
          SHRCO's insurance company, of any loss of, or damage to, or accident
          involving any Vehicle, immediately by telephone, and in writing as
          soon as practicable thereafter, and to cooperate fully in the
          investigation, prosecution and/or defense of any claim or suit and to
          do nothing to impair or invalidate any applicable liability, physical
          damage or cargo coverage. SHRCO shall provide in each vehicle proof of
          financial responsibility.

9.   INDEMNIFICATION. SHRCO shall protect, defend, indemnify and hold harmless
          STTC and its partners and its agents, servants and employees from any
          and all claims, suits, costs, damages, expenses and liabilities
          arising from: (a) SHRCO's failure to comply with its obligations to
          governmental bodies having jurisdiction over SHRCO and the Vehicles or
          its failure to comply with the terms of this lease, or the use,
          selection, possession, maintenance, and/or operation of the Vehicle;
          (b) any liability imposed upon or assumed by SHRCO under any Workers'
          Compensation Act, plan or contract and any and all injuries (including
          death) or property damage sustained by SHRCO or any driver, agent,
          servant or employee of SHRCO; or (c) SHRCO's failure to properly
          operate or maintain a trailer or other equipment not leased by STTC
          under this lease, or properly connect any trailer or other equipment.
          Where the Vehicle is operated with a trailer or other equipment not
          leased by STTC under this lease, then SHRCO warrants that such trailer
          or other equipment shall be in good operating condition compatible in
          all respects with the Vehicle with which it is to be used and in
          compliance with all laws and regulations covering the trailer or other

10.  ACCEPTANCE OF VEHICLES. If subsequent to the date of preparation of the
          SCHEDULE "A", any law, rule, or regulation shall require the
          installation of any additional equipment or accessories, including,
          but not limited to, anti-pollution and/or safety devices, or in the
          event that any modification of the Vehicle shall be required by virtue
          of such law, rule or



          regulation, STTC and SHRCO agree to cooperate in arranging for the
          installation of such equipment or the performance of such
          modifications and SHRCO agrees to promptly pay the full cost thereof,
          including any additional maintenance expenses upon receipt of an
          invoice for same. STTC may, in order to keep the fleet of equipment in
          up to date and modern condition, substitute trucks or trailers of
          equal or higher value. Equipment changes resulting in additional or
          enhanced equipment being available to SHRCO will result in additional
          lease charges as determined by mutual agreement.

11.  FORCE MAJEURE. STTC shall incur no liability to SHRCO for failure to
          perform any obligation under this lease caused or contributed to by
          events beyond STTC's reasonable control, such as, but not limited to,
          war, fire, governmental regulations, labor disputes, manufacturer,
          supplier or transportation shortages or delays, or fuel allocation

12.  VEHICLE TITLE. Title to the Vehicles and all equipment delivered to SHRCO
          under this lease shall remain in STTC or its designee. SHRCO shall, at
          all times, at its sole cost, keep the Vehicles and related equipment
          free and clear from all liens, encumbrances, levies, attachments or
          other judicial process from every cause whatsoever, (other than a
          claimant through an act of STTC), and shall give STTC immediate
          written notice thereof and shall indemnify and hold STTC harmless from
          any loss or damage, including attorneys' fees, caused thereby.

13.  DEFAULT BY SHRCO AND REMEDIES. In the event SHRCO shall fail or refuse to
          pay any charges under this lease when due, or perform or observe any
          other term of this lease for five (5) days after written notice is
          sent to SHRCO by STTC, or if SHRCO or any guarantor of SHRCO's
          obligations shall become insolvent or make a bulk transfer of its
          assets or make an assignment for the benefit of creditors, or if SHRCO
          or any guarantor of SHRCO's obligations shall file or suffer the
          filing against it of a petition under the Bankruptcy Act or under any
          other insolvency law or law providing for the relief of debtors, or if
          any representation or warranty made by SHRCO herein or



          any document furnished by SHRCO or a guarantor of SHRCO's obligations
          shall prove to be incorrect in any material respect, STTC shall be
          entitled to pursue the remedies specified in the following paragraph.
          Upon the happening of one of the preceding Events of Default, STTC
          may, with or without terminating this lease, with or without demand or
          notice to SHRCO, and with or without any court order or process of
          law, take immediate possession of, and remove, any and all Vehicles
          covered by this lease wherever located, and/or retain and refuse to
          deliver, and/or re-deliver to SHRCO, the Vehicle(s), without STTC
          being liable to SHRCO for damages caused by such taking of possession.
          In addition, STTC may proceed by appropriate court action to enforce
          the terms of this lease or to recover damages for the breach of any of
          its terms. In the event STTC takes possession of or retains any
          Vehicle and there shall, at the time of taking or retention, be in,
          upon or attached to the Vehicle any property or things of a value
          belonging to SHRCO or in SHRCO's custody or control, STTC is
          authorized to take possession of such items and either hold the items
          for SHRCO or place them in public storage for SHRCO, at SHRCO's sole
          cost and risk of loss or damage.

14.  ADJUSTED COST. The parties hereto recognize that the lease rate provided
          for in this lease is based upon STTC's current costs and that such
          costs may fluctuate. Accordingly, STTC and SHRCO agree that for each
          rise or fall of one percent (1%) in the Consumer Price Index for All
          Urban Consumers for the United States, published by the United States
          Department of Labor, Bureau of Labor Statistics, or any successor
          index designated by STTC, above or below the Consumer Price Index
          figure applicable for each leased Vehicle as shown on SCHEDULE "A",
          the fixed lease charges shall be adjusted upward or downward. All
          increases under this Article shall be cumulative and shall be
          calculated only on the charges initially shown on the Vehicle's
          SCHEDULE "A". Upon adjustment, the fixed lease charge shall be rounded
          off to the nearest whole cent.



15.  NON-LIABILITY FOR CONTENTS. STTC shall not be liable for loss of, or damage
          to, any cargo or other property left, stored, loaded or transported
          in, upon, or by any vehicle furnished to SHRCO pursuant to this lease
          at any time or place, and SHRCO agrees to protect, indemnify, defend
          and hold STTC and its partners harmless from and against any claims
          for such loss or damage.

16.  ASSIGNMENT AND SUBLETTING. Without prior written consent of STTC, which
          consent will not be unreasonably withheld, SHRCO shall not voluntarily
          or involuntarily assign or pledge this lease or the Vehicles, or
          sublet, rent or license the use of the Vehicles, or cause or permit
          the Vehicles to be used by anyone other than SHRCO or its agents,
          servants or employees. This lease and any Vehicles, rent or other sums
          due or to become due hereunder may be assigned or otherwise
          transferred, either in whole or in part, by STTC, without affecting
          any obligations of SHRCO and, in such event, the right of SHRCO shall
          be subject to any lien, security interest or assignment given by STTC
          in connection with the ownership of the Vehicle(s), and the transferee
          or assignee shall have all of the rights, powers, privileges and
          remedies of STTC.


18.  MISCELLANEOUS. This lease and the schedules and/or riders attached hereto
          shall constitute the entire agreement between the parties and to be
          binding on STTC must be signed by an officer of STTC. This document
          shall constitute an agreement of lease and nothing shall be construed
          as giving to SHRCO any right, title or interest in any of the Vehicles
          or related equipment, except as lessee only. Upon execution of this
          lease by STTC and SHRCO, the lease shall be binding on the respective
          parties and their legal representative, successors and assigns. Its



          terms shall not be amended or altered by failure of either party to
          insist on performance, or failure to exercise any right or privilege,
          or in any manner unless such amendment or alteration is in writing and
          signed on behalf of the parties hereto. This lease shall supersede any
          and all proposals or agreement, written or verbal, between the
          parties, relating to the subject matter of this lease and may not be
          modified, terminated or discharged, except in writing and signed by
          the party against whom the enforcement of the discharge, modification
          or termination is sought. Any notice given under this lease shall be
          in writing and sent by registered or certified mail to STTC or to
          SHRCO, as the case may be, to the addresses set forth in this lease,
          or to such other addresses as are designated in writing by either
          party. This lease is to be interpreted, construed and enforced in
          accordance with the laws of the State of Texas. In the event any of
          the terms and provisions of this lease are in violation of or
          prohibited by any law, statute, regulation or ordinance of the United
          States and/or state or city where the lease is applicable, such terms
          and provisions shall be deemed amended to conform to such law,
          statute, regulation or ordinance without invalidating any of the other
          terms and provisions of this lease.

IN WITNESS WHEREOF, the parties shall cause this lease to be executed by their
duly authorized representative this 14th day of November, 2003.

Silsbee Trading and Transportation Corp.


Its President

South Hampton Refining Co.


Its President





Equipment List
January 1, 2004

I.D.#                                Description VIN                                           Monthly Amount
113               '94 Mack Truck                     1M1AA13Y4RW037862                           $2,310.00
114               '95 Mack Truck                     1M1AA13Y4SW050960                           $2,310.00
115               '95 Mack Truck                     1M1AA13Y6SW050961                           $2,310.00
116               '96 Mack Truck                     1M1AA13Y7TW067382                           $2,310.00
117               '99 Mack Truck                     1M2AA13Y3XW105563                           $2,310.00
118               '00 Mack Truck                     1M2AA13YXXW113708                           $2,310.00
119               '00 Mack Truck                     1M2AA13Y1YW127594                           $2,310.00
120               '01 Mack Truck                     1M1AA13Y31W139210                           $2,310.00
A3                '74 Trailmaster Trailer            74067                                       $1,035.00
A4                '77 Trailmaster Trailer            77030                                       $1,035.00
AP25              '73 Trailmaster Trailer            73014                                       $1,035.00
AP26              '73 Trailmaster Trailer            73015                                       $1,035.00
AP27              '73 Trailmaster Trailer            73028                                       $1,035.00
AP28              '91 Trailmaster Trailer            1T9AE1582MF003226                           $1,035.00
AP29              '94 Trailmaster Trailer            1T9AE1587RF003021                           $1,035.00
AP30              '95 Trailmaster Trailer            1T9AE15B4SF003063                           $1,035.00
AP31              '00 Heil Trailer                   190DL452XY3H13739                           $1,035.00
SP181             '59 Fruehauf Trailer               C41347                                      $1,260.00
SP182             '72 Dalworth Trailer               TP51480                                     $1,260.00
SP183             '86 Enderby Anderson               1DZTA442XGG451111                           $1,260.00
SP184             '69 Lubbock LPG Trailer            57124                                       $1,260.00

Other services to be provided and covered by the lease payments include:

     1.   Maintenance will be scheduled around operating requirements where

     2.   Safety inspections allowance of 1200.00 annually is included in the
          above figures. Any excess will be charged to South Hampton;

     3.   License and taxes allowance of:

          a.   $2,005.00 each annually for tractors;

          b.   $450.00 each annually for A306/307 trailers;

          c.   $600.00 each annually for LPG trailers

          Amounts in excess of the allowance will be charged to South Hampton;

     4.   None of the above vehicles are subject to any other lease, memo, or
          other agreement which has been filed with the Texas Department of
          Public Safety;

     5.   The above vehicles are for the transportation of petroleum products.

Source: OneCLE Business Contracts.