<PAGE>
                                                                    EXHIBIT 10.4


                             MOTOR CARRIER AGREEMENT


This MOTOR CARRIER AGREEMENT (hereinafter referred to as "Agreement") made as
the 1st day of November, 2002, between MARTIN OPERATING PARTNERSHIP L.P.
(hereinafter referred to as "SHIPPER"), a Delaware limited partnership, and
MARTIN TRANSPORT, INC. (hereinafter referred to as "CARRIER"), a Texas
corporation, for the interstate and unregulated intrastate transportation of
petroleum or other bulk liquid products (hereinafter referred to as
"COMMODITIES"), by tank truck, in the contiguous United States, shall be under
the terms and conditions hereinafter set forth. This Agreement shall be subject
to amendment and/or modification by Addendum hereafter executed by both SHIPPER
and CARRIER and attached hereto and made a part hereof.

1.       AGREEMENT

         A.       General: CARRIER agrees to accept interstate and unregulated
                  intrastate lawful shipments of the subject COMMODITIES
                  tendered to it by SHIPPER, pursuant to this Agreement and to
                  transport such COMMODITIES to the destination or destinations
                  designated by SHIPPER, provided such points of origin and
                  destination are within the scope of CARRIER's operating
                  authority subject to the rates and provisions of the
                  applicable Schedule of Actual Rates and Charges as provided in
                  the Addendum and Exhibit A, which are attached hereto and made
                  a part hereof.

         B.       Licenses, Laws and Regulations: CARRIER, at its sole cost, and
                  expense, shall procure and maintain all licenses and permits
                  required by local, state, or federal authorities with respect
                  to the transportation and related services rendered hereunder
                  and shall comply with all applicable laws and regulations
                  pertaining to such transportation and services.

2.       EFFECTIVE DATE AND TERM

                  The initial term of this Agreement shall be effective for a
                  three year period beginning on the commencement date (as
                  herein defined) and shall continue in effect thereafter on an
                  annual basis, until canceled by either party upon thirty (30)
                  days prior written notice to the other party. For the purposes
                  of this Agreement, the "commencement date" shall be November
                  1, 2002.

3.       EQUIPMENT

                  CARRIER shall provide all equipment necessary to perform the
                  transportation required hereunder, which equipment shall: (i)
                  be suitable for particular transportation required, (ii)
                  include any special equipment that is requested by SHIPPER and
                  agreed to by CARRIER when the shipping order is placed, and
                  (iii) comply with the specifications for equipment for such
                  transportation prescribed by any applicable governmental
                  regulations (including those of the United States Department
                  of Transportation). CARRIER shall maintain, and at all times
                  make available to SHIPPER, sufficient suitable equipment to
                  transport SHIPPER'S COMMODITIES.



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<PAGE>


4.       CARRIER'S PERFORMANCE

         A.       General: CARRIER agrees to accept from SHIPPER, and provide
                  transportation services for all COMMODITIES required by
                  SHIPPER, during each annual period of the initial term of this
                  agreement. All transportation hereunder shall be performed:
                  (i) at Carrier's sole expense, (ii) to the best of CARRIER's
                  knowledge, in full compliance with all applicable governmental
                  laws, ordinances, regulations, orders licenses, permits, and
                  all requirements of CARRIER's insurance, and (iii) with
                  maximum dispatch consistent with the CARRIER's best judgment
                  as to safety and efficiency, except as is specifically
                  provided to the contrary elsewhere in this Agreement.

         B.       Services: It is understood that the CARRIER shall secure the
                  services of, supervise and be responsible for all persons
                  operating trucking equipment hereunder and CARRIER shall hold
                  SHIPPER harmless from any claim, except for SHIPPER
                  negligence, including fees in defense thereof, by drivers for
                  wages, industrial accidents, workers compensation, withholding
                  and unemployment taxes, or any other actions arising from the
                  performance of this contract which shall be subject to Section
                  8(C) below.

         C.       Drivers: CARRIER's drivers shall comply with all reasonable
                  operational procedures requested by SHIPPER. CARRIER's drivers
                  shall promptly report all commodity spills, shortages (less
                  routine heels) or accidents which occur in the course of the
                  performance of this Agreement. In the interest of safety,
                  CARRIER's drivers shall not unload COMMODITIES until the
                  SHIPPER, its agents or employees shall have inspected the
                  shipping orders and have directed the driver to and specified
                  the proper unloading facilities.

5.       SHIPPER'S PERFORMANCE

         A.       Minimum Amount: SHIPPER agrees, during each annual period of
                  the initial term of this Agreement, to offer for shipment, a
                  minimum of one thousand (1000) tons of COMMODITIES. It is
                  understood by CARRIER that the minimum tonnage designation is
                  for planning purposes only and is not intended as a "take or
                  pay" commitment by SHIPPER.

         B.       Payment: CARRIER shall bill SHIPPER for the freight charges on
                  all shipments as soon after delivery of such shipments as
                  sufficient information is received to prepare such invoices.
                  All invoices for linehaul expenses are to be paid in full
                  within ten (10) days of receipt by SHIPPER of CARRIER's
                  invoice or such other notification as is mutually agreeable to
                  the parties. Payments to CARRIER by SHIPPER hereunder shall be
                  sent to the following address:

                           Martin Transport, Inc.
                           P. O. Box 191
                           Kilgore, Texas  75663





                                       2
<PAGE>

6.       COMPUTATION OF CHARGES

         Freight charges shall be computed on the actual basis of the rates
         provided in the applicable Schedule of Actual Rates and Charges set
         forth on Exhibit A attached hereto, subject to the terms and conditions
         contained therein.

7.       TERMINATION

         A.       Non-performance: In the event of non-performance by SHIPPER or
                  CARRIER, as the case may be, of any of the obligations
                  contained in the Agreement, SHIPPER or CARRIER as the
                  complaining party shall provide written notice of such
                  non-performance to the other party. The non-performing party
                  shall then have (14) days from the date of such notice within
                  which to remedy the non-performance. Thereafter, if the
                  non-performance remains uncorrected or if an acceptable remedy
                  is not reached within fourteen (14) days of such notice, the
                  complaining party may terminate this Agreement at any time
                  upon giving the non-performing party seven (7) days prior
                  written notice. If this Agreement is terminated in accordance
                  with this subsection, all obligations of the parties, as
                  contained in this Agreement and the Addendum and Exhibits
                  hereto, shall be terminated; provided, SHIPPER shall continue
                  to be responsible for all sums due to CARRIER for services
                  received prior to the date of termination.

         B.       Default or Insolvency: If a petition in bankruptcy should be
                  filed by CARRIER, or if CARRIER should be adjudicated as
                  bankrupt, or if CARRIER should make a general assignment for
                  the benefit of creditors, or if a receiver should be appointed
                  on account of the insolvency of CARRIER, SHIPPER may, without
                  prejudice to any other right of remedy, terminate this
                  Agreement upon giving CARRIER at least five (5) days prior
                  written notice to such termination. CARRIER shall have the
                  same rights as SHIPPER under this item.

8.       INSURANCE AND INDEMNITY

         A.       Liability: CARRIER shall be responsible for any loss, damage
                  or destruction of shipments tendered to it by SHIPPER from the
                  time such shipments are loaded at the delivery point until
                  accepted by SHIPPER as evidenced by unloading at destination
                  point. CARRIER shall reimburse SHIPPER for loss, damage or
                  injury to the COMMODITIES except when such loss, damage or
                  injury is caused by the wrongful act or negligence of SHIPPER,
                  its agents or employees in which case SHIPPER, its agents or
                  employees shall bear it's proportionate share of
                  responsibility for all loss, damage or injury and all
                  consequential and incidental damages related thereto.

         B.       Insurance: CARRIER shall maintain at all times Worker's
                  Compensation Insurance fully complying with the law of every
                  jurisdiction to which CARRIER is subject, Employer's Liability
                  Insurance in amounts not less than $250,000 and automotive and
                  general public liability insurance against injury or death in
                  amounts of not less than $3,000,000 for any one person and
                  $10,000,000 for any one accident or occurrence and against
                  property damage in amounts not less than $250,000 for any one
                  accident or occurrence. All liability insurance policies
                  obtained or maintained by CARRIER to meet the requirements of
                  this Agreement shall name SHIPPER as an additional insured as
                  to the operations of CARRIER under this Agreement and shall
                  contain severability of interests provisions. Promptly after
                  execution of this Agreement, CARRIER shall furnish SHIPPER
                  properly executed certificates of insurance evidencing that
                  the insurance






                                       3
<PAGE>

                  coverages and limits required by this Agreement are in effect.
                  If any insurance provided pursuant to this Agreement expires
                  during the term of the Agreement, renewal certificates of
                  insurance shall be furnished by CARRIER to SHIPPER 30 days
                  prior to the date of expiration. In addition, certified, true
                  and exact copies of all insurance policies required under this
                  Agreement shall be provided to SHIPPER by CARRIER, on timely
                  basis if requested by SHIPPER. All such certificates and
                  policies shall contain provisions that thirty (30) days'
                  written notice by registered or certified mail shall be given
                  the SHIPPER of any cancellation, intent not to renew, or
                  reduction in the policies' coverages, except in the
                  application of the aggregate limits provisions. CARRIER or any
                  party liable on accounts of loss of or damage to any of said
                  transported COMMODITIES shall have the full benefit of any
                  insurance that may have been effected upon or on account of
                  said COMMODITIES, insofar as this shall not void the contracts
                  or policies of insurance. CARRIER shall not be obligated to
                  reimburse the claimant for any premium paid therein.

         C.       Indemnity: CARRIER shall be responsible for, and shall
                  indemnify, defend and save harmless SHIPPER and its owned,
                  controlled, affiliated, subsidiary, associated, interrelated
                  and operated companies and the stockholders, directors,
                  officers, agents, employees and representatives of each from
                  and against, any and all claims, demands and causes of action
                  brought by any and all persons, including without limitation,
                  CARRIER's officers, agents, employees, representatives, or
                  subcontractors or any third parties, and against any and all
                  judgments in respect thereto on account of personal injury or
                  death or on account of property damage or destruction or loss
                  arising out of the negligence or willful misconduct of
                  CARRIER, its officers, employees, agents, representatives and
                  subcontractors.

                  SHIPPER shall be responsible for, and shall indemnify, defend
                  and save harmless CARRIER and its owned, controlled,
                  affiliated, subsidiary, associated, interrelated and operated
                  companies and the stockholders, directors, officers, agents,
                  employees and representatives of such from and against, any
                  and all claims, demands and causes of action brought by any
                  and all persons, including without limitation, SHIPPER's
                  officers, agents, employees, representatives, or
                  subcontractors or by any third parties, and against any and
                  all judgments in respect thereto on account of personal injury
                  or death or on account of property damage or destruction or
                  loss arising out of the negligence or willful misconduct of
                  SHIPPER, its officers, employees, agents, representatives and
                  subcontractors.

                  Where personal injury, death, or loss of or damage to property
                  is the result of the joint negligence or misconduct of CARRIER
                  and SHIPPER, each party's duty of indemnification shall be in
                  proportion to its allocable share of such joint negligence or
                  misconduct.

9.       FORCE MAJEURE

         Either CARRIER or SHIPPER shall be excused from performance of its
         obligations hereunder in the event and to the extent that such
         performance is delayed or prevented by any circumstances reasonably
         beyond its control, including by fire, explosion, interruption of raw
         materials, equipment source or fuel supply, strike or other labor
         dispute, riot or other civil disturbance, or act or omission of any
         governmental authority.





                                       4
<PAGE>

10.      LIMITATIONS OF LIABILITY

         CARRIER's obligations under this Agreement shall always be subject to
         any limitations imposed by applicable laws, regulations or other of any
         governmental authority. In no event shall CARRIER be responsible for
         any loss, damage, destruction or delay of shipments which occurs by
         reason of any act of God, terrorist attack, labor disturbance, strike,
         war, riot or civil disturbance, prohibition by government agency of the
         movement of goods or any other such similar causes which affect the
         obligations or performance of CARRIER, and CARRIER shall not be liable
         for any loss, damage, destruction or delay occurring while the
         COMMODITIES are stopped and held in transit upon the request of SHIPPER
         or from riots or strikes. CARRIER shall not be liable for delay causes
         by highway obstruction, faulty or impassible highway or lack of
         capacity on any highway, bridge or ferry.

11.      AGREEMENT CONCLUSIVE

         SHIPPER shall arrange for shipments to be tendered to CARRIER on a
         standard uniform bill of lading or other such document as may be
         mutually agreed to between CARRIER and SHIPPER, i.e., scale weight
         ticket, subject to the conditions of this Agreement and the attached
         Addendum or Exhibits. In the event there is a conflict between the
         terms of this Agreement and any schedule or bill of lading otherwise
         applicable to CARRIER and SHIPPER respecting the movements contemplated
         hereunder, the terms of this Agreement and the attached Addendum or
         Exhibits shall be construed as controlling the intent of the parties.

12.      ASSIGNMENT

         This Agreement and all Addends or Amendments hereto shall be binding
         upon and inure to the benefit of the successors of SHIPPER and CARRIER.
         Neither party may assign its rights under this Agreement without the
         non-assigning party's written approval. However, notwithstanding the
         above, the parties may assign their right, duties, obligations and
         interests in and to this Agreement to a parent, subsidiary, affiliate
         or sister corporation; provided, however, the parties shall not be
         thereby relieved of the responsibilities or obligations hereunder.

13.      CONFIDENTIALITY

         The terms of this Agreement shall be held in strict confidence by
         SHIPPER and CARRIER and shall not be disclosed to any third party,
         provided, however, SHIPPER shall have the right to disclose the terms
         to it's freight auditors, provide that a binding confidentiality
         agreement is continually maintained between SHIPPER and each such
         freight auditor.

14.      WAIVER

         Failure of either party to insist, in one or more instances, upon
         performance of any of the terms of this Agreement, or the waiver by
         either party of any term or right of the other party hereunder, will
         not be deemed or construed as a waiver or a relinquishment of any such
         term or right.




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<PAGE>

15.      APPLICABLE LAW

         This Agreement is to be construed in accordance with the laws of the
         State of Texas without giving effect to the principles of conflict
         laws. Any legal actions filed may be brought only to the state or
         federal courts in Texas.

16.      NOTICE

         Notice, as may be required hereunder, by either party of this Agreement
         to the other party shall be deemed to have been accomplished on date of
         delivery by the United States mail as evidenced by date of return
         receipt, when sent by certified mail, postage prepaid, to the following
         addresses:

         SHIPPER

         Martin Operating Partnership L.P.
         4200 Stone Road
         Kilgore, Texas  75662

         CARRIER

         Martin Transport, Inc.
         P. O. Box 191
         Kilgore, Texas  75663

17.      COMPLIANCE WITH NEGOTIATED RATES ACT OF 1993:

         CARRIER represents to SHIPPER that CARRIER has complied with (and will
         continue to comply with) all provisions of the Negotiated Rates Act of
         1993, including but not limited to Section 6 thereof. This Agreement
         provides service designed to meet the distinct needs of the SHIPPER,
         including price and service considerations tailored to the SHIPPER's
         needs.

18.      ENTIRE CONTRACT

         Except for the provisions of the schedules and Addenda or Amendments
         made a part hereof by reference, this instrument embodies the entire
         Agreement and understanding between SHIPPER and CARRIER as of the
         effective date of this Agreement, and there are no agreements,
         understandings, conditions, warranties or representations, oral of
         written, express or implied, with reference to the subject matter
         hereof that are not merged herein or superseded hereby as of the
         effective date of this Agreement. This Agreement may be modified only
         in writing signed by other parties.

19.      AUTHORITY

         Each party represents to the other that is has full authority and the
         necessary approval to enter into and perform this Agreement in
         accordance with its terms.



                                       6
<PAGE>


IN WITNESS THEREOF, the parties have caused this Agreement to be signed by their
duly authorized representatives.


<Table>
<S>                                                           <C>
MARTIN OPERATING PARTNERSHIP L.P.                             MARTIN TRANSPORT, INC.
(SHIPPER)                                                     (CARRIER)


BY:      Martin Operating GP LLC, its general                 BY: /s/ Ruben S. Martin, III
         partner
                                                              TITLE: President
         BY:      Martin Resource LLC, its sole
                  member                                      DATE: Nov. 1, 2002

                  BY:      Martin Resource Management         WITNESS: /s/ Chad Burkhardt
                           Corporation, its sole member

                           BY: /s/ Ruben S. Martin, III

                           NAME: Ruben S. Martin, III

                           TITLE: President

                           DATE: Nov. 1, 2002

                           WITNESS: /s/ Chad Burkhardt
</Table>




                                       7
<PAGE>


ADDENDUM TO MOTOR CARRIER AGREEMENT

CONTRACT SCHEDULE OF ACTUAL RATES AND CHARGES

Schedule of rates, charges, rules and other provisions (hereinafter referred to
as "Addendum") which govern that certain MOTOR CARRIER AGREEMENT (hereinafter
referred to as "Agreement"), dated the 1st day of November, 2002, to which this
Addendum is attached, by and between Martin Operating Partnership L.P.
(hereinafter referred to as "SHIPPER" and Martin Transport, Inc. (hereinafter
referred to as "CARRIER").

Except as otherwise specifically provided in this Addendum to the contrary, the
rates, rules and charges published in CARRIER's Rules and Regulations attached
as Exhibit B shall govern the transportation, by tank truck, in interstate and
unregulated intrastate commerce, of petroleum or other bulk liquid products
(hereinafter referred to as "COMMODITIES"), to and from points in the contiguous
United States. Reissues or revisions of the subject Rules and Regulations
subsequent to the date of this Agreement shall be applicable to this Agreement
and shall become a part hereof effective with the acceptance by SHIPPER of each
reissue or revision.

Each shipment tendered to CARRIER is deemed to be a tender to CARRIER as a
contract motor carrier and is subject to the terms, conditions and provisions of
this Agreement and to the provisions of law applicable to contract motor
carriage.

1.       RECEIPTS AND BILLS OF LADING

         Each shipment will be evidenced by a receipt in the form specified by
         SHIPPER and will be signed by CARRIER or CARRIER's agent or employee
         showing the kind and quantity of freight received by CARRIER at origin,
         but the absence or loss of any such receipt will not relieve CARRIER of
         its obligations and responsibilities with respect to any shipment made
         hereunder. If SHIPPER elects to use a bill of lading, manifest or other
         form of freight receipt or contract, that includes any terms,
         conditions and provisions that conflict with this Agreement, the terms
         and conditions of this Agreement will supersede. Upon delivery of each
         shipment made hereunder, CARRIER shall obtain a receipt, in a form
         specified or approved by SHIPPER, showing the kind and quantity of
         freight delivered to the CONSIGNEE of such shipment at the destination
         specified by SHIPPER and the time of such delivery, and CARRIER shall
         cause such receipt to be signed by such receiving personnel or by such
         agent or employee at such destination.

2.       RATES AND CHARGES

         Applicable Rates: Exhibit A affixed hereto and made a part hereof
         specifies the rates applicable to shipments by tank truck of
         "COMMODITIES" hereunder.

3.       DUTIES OF CARRIER AT DESTINATION

         Drivers and employees, agents, contractors or subcontractors of
         CARRIERS shall, during loading and unloading and at all times while on
         the premises of SHIPPER, consignor or consignee, comply with all safety
         laws, regulations and rules applicable to the facility, and of which it
         has actual or constructive knowledge, including but not limited to
         vacating the vehicles during loading and unloading and remaining in
         assigned areas.



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<PAGE>



4.       DELIVERY

         A.       Shipments Not Delivered.

                  i.       Any shipment or part thereof which for any reason is
                           refused, rejected or otherwise not accepted, received
                           or claimed shall be held by CARRIER for further
                           instructions from SHIPPER.

                  ii.      In such event, CARRIER shall contact SHIPPER and
                           request further transportation instructions,
                           including the location for delivery and the desired
                           delivery time.

                  iii.     The freight charges for any further movement for a
                           shipment not delivered shall be computed in
                           accordance with the CARRIER's Rules and Regulations
                           or jointly agreed to freight charges.

         B.       Shipment Delivery: Unless instructed otherwise by SHIPPER,
                  CARRIER shall connect product hose to trailer discharges
                  outlet, operate equipment on trailer to discharge product, and
                  remain in immediate attendance of trailer during product
                  off-loading procedure.

5.       SPECIAL SERVICES

         Safety Equipment: Safety equipment which is utilized or worn by drivers
         or which is required by law or reasonably necessary or desirable for
         the safe transportation, delivery, loading, or unloading of transported
         "COMMODITIES" shall be the responsibility of, and provided by CARRIER
         at no charge to SHIPPER.

6.       EQUIPMENT

         A.       Inspection: CARRIER's equipment offered to SHIPPER for loading
                  of the "COMMODITIES" to be transported is subject to
                  inspection for suitability and cleanliness by SHIPPER at
                  SHIPPER's discretion. The cleanliness or suitability of
                  equipment shall meet SHIPPER's standards of acceptability and
                  SHIPPER shall have the right to reject such equipment for
                  loading and require CARRIER to comply with SHIPPER's standard.
                  SHIPPER's standards shall be reasonable and conform to others
                  in the industry.

         B.       Lead Time: CARRIER shall provide all requested transportation
                  services, provided CARRIER has received notice at least
                  twenty-four (24) hours prior to the time which the services
                  are requested.

7.       MISCELLANEOUS

         In the performance of transportation service hereunder, CARRIER shall
         be an independent contractor and not an agent or employee of SHIPPER
         and CARRIER agrees, at its expense, to furnish suitable equipment to
         transport the "COMMODITIES", tendered hereunder and to assume all costs
         and expenses incidental to the transportation of such "COMMODITIES",
         including, but not limited to, all costs and expenses incidental to or
         arising out of maintenance, repair or operation of equipment, labor,
         fuel supplies, insurance and/or accident.



                                       9
<PAGE>


The provisions of the Agreement shall, in the event of conflict with this
Addendum, control.


<Table>
<S>                                                             <C>
MARTIN OPERATING PARTNERSHIP  L.P.                              MARTIN TRANSPORT INC.
(SHIPPER)                                                       (CARRIER)

BY:      Martin Operating GP LLC, its general                   BY: Ruben S. Martin, III
         partner
                                                                TITLE: President
         BY:      Martin Resource LLC, its sole
                  member                                        DATE: Nov. 1, 2002

                  BY:      Martin Resource Management           WITNESS: /s/ Adam Gallegos
                           Corporation, its sole member

                           BY: /s/ Ruben S. Martin, III

                           NAME: Ruben S. Martin, III

                           TITLE: President

                           DATE: Nov. 1, 2002

                           WITNESS: /s/ Adam Gallegos
</Table>



                                       10
<PAGE>


                                    EXHIBIT A


The below rates are hereby adopted as the applicable charges as provided for in
this Agreement between the identified parties and is herein made a part of the
Agreement.






                                  MILEAGE SCALE
                                 TO BE PROVIDED












                                       11
<PAGE>




                        POINT TO POINT RATES WITHIN U.S.


--------------------------------------------------------------------------------

Origin         Consignee         Destination         Miles         Rate





                                 TO BE PROVIDED













                                       12
<PAGE>
RATE ADJUSTMENTS

All rates as shown in this EXHIBIT A, are to remain in effect without change for
a period of one year from the "commencement date". Exceptions to this rate
provision will occur only when due to circumstances beyond the control of the
CARRIER, a cost item is imposed which would normally affect any similar private
trucking operation (an "Industry Cost Adjustment"). These items may be reflected
in, but not limited to, taxes on fuel, workers compensation tax increases, etc.

It is agreed between the parties that beginning with the second year a rate
adjustment will be implemented at least on an annual basis. Both parties
recognize that costs may change during the initial one-year period and agree to
fairly negotiate such rate changes. In the event that both parties cannot
satisfactorily agree on an appropriate annual rate adjustment within thirty (30)
days of each anniversary of the Agreement, then the cost item will be adjusted
in accordance with the following index.

         The Gross National Product (GNP) Implicit Price Deflator which is
         indexed quarterly and published by the U.S. Department of Commerce,
         Economic Statistical Administration, Bureau of Economic Analysis. The
         most recently published Implicit Price Deflator index as of the
         "commencement date" shall be the basis for all future rate adjustments.

Industry Cost Adjustments also carry forward in addition to annual rate
adjustments. Additionally, Industry Cost Adjustments will be made as required
during the term of the Agreement.

FUEL ADJUSTMENT CHARGES

Fuel adjustment shall be as shown in Attachment I.

INSURANCE SURCHARGES

Three percent (3%) of line haul charges to cover increased insurance cost due to
the events of September 11, 2001.

GENERAL CONDITIONS

Standard accessory charges shall be as shown in Attachment II.




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