Exhibit 10.16

                                             This instrument prepared by and
                                             when recorded, please return to:
                                             Elizabeth B. Chandler, Esq.
                                             Troutman Sanders LLP
                                             600 Peachtree Street, Suite 5200
                                             Atlanta, Georgia  30308-2216

                                  EASEMENT DEED


         WITNESSETH this Easement Deed ("Easement Deed") by and between Scott
Paper Company and Mobile Energy Services Company, L.L.C., dated as of the 8th
day of December, 1995.

                                 R E C I T A L S

          (i)  Scott Paper Company ("Scott") is a Pennsylvania  corporation with
               an office at Scott Plaza, Philadelphia,  Pennsylvania 19113-1585;
               and

          (ii) Mobile Energy Services Company,  L.L.C.  ("MESC"),  is an Alabama
               limited liability company whose principal place of business is at
               200 Bay Bridge Road, Mobile, Alabama 36652; and

          (iii)Scott owns Lots 8, 10, and 11 (separately,  "Lot 8," "Lot 10," or
               "Lot  11," Lot 8 and 11  together,  "Lots 8 and 11") of the Scott
               Paper Company Subdivision (the "Scott Subdivision") as shown on a
               plat  thereof  recorded in Map Book 64, page 39, in the Office of
               the Judge of Probate of Mobile County, Alabama; and

          (iv) By lease agreement  ("MESC Lease") dated as of December 12, 1994,
               Scott leased and demised unto Mobile  Energy  Services  Holdings,
               Inc. ("MESH") (formerly known as "Mobile Energy Services Company,
               Inc.")  portions of Lot 11, a memorandum  of which is recorded in
               Real Property Book 4222, page 1248, in the Office of the Judge of
               Probate of Mobile County, Alabama; and

          (v)  By bill of sale dated as of December  12,  1994,  and pursuant to
               the Asset Lease Assumption Agreements,  Scott transferred to MESH
               various  utility and recovery  pipes,  structures,  and equipment
               (collectively,  the "MESC  Equipment")  situated  upon the Leased
               Premises and upon Lots 8 and 11; and

          (vi) Scott,   MESH  and  S.D.  Warren  Company  entered  that  certain
               unrecorded   Master  Operating   Agreement   ("Master   Operating
               Agreement") dated as of December 12, 1994; and

          (vii)By  Omnibus  Deed,   Bill  of  Sale,   General   Assignment   and
               Conveyance,  dated as of July 14, 1995, MESH transferred the MESC
               Equipment to MESC and assigned all of MESH's  right,  title,  and
               interest in and to the MESC Lease; and

          (viii) By Second Amendment to Supplementary Lease Agreement,  dated as
               of  August 1,  1995,  Scott and MESC  amended  the MESC  lease to
               substitute for the Original




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                  Leased Premises the legal descriptions which are attached
                  hereto as Exhibit "A" and by this reference incorporated
                  herein (collectively, the "Leased Premises"), a memorandum of
                  which is recorded in Real Property Book ___, page ___, in the
                  Office of the Judge of Probate, Mobile County, Alabama
                  records; and

          (ix) Scott and MESC  agree  that MESC may need  access to (1)  various
               utility   and   recovery   pipes,   structures,   and   equipment
               (collectively,  the "Pulp Mill Utility  Equipment")  that benefit
               the Leased  Premises  and that are  situated  upon Lots 8 and 11,
               and/or (ii) certain services utilized by MESC employees, invitees
               and/or licensees ("Utilized  Services") performed or provided for
               the benefit of the Leased  Premises at facilities  situated upon,
               or to which access is obtained  through  and/or over,  Lot 8, Lot
               11, and/or Lots 8 and 11, and (iii) the Leased Premises; and

          (x)  MESC  acknowledges  that  it  is  aware  that  Scott  intends  to
               construct  a clarifier  on the portion of Lot 11 (the  "Clarifier
               Site")  to the  north  and the west of  Parcel  II of the  Leased
               Premises  in  the   vicinity  of  "Landing   Lane"  west  of  its
               intersection with  "Environmental  Land", and MESC agrees that it
               will select routes for the various  services across Lot 11 to and
               from  Parcel II of the Leased  Premises  that will not occupy the
               Clarifier Site; and

          (xi) Capitalized  terms used  herein  that are not  otherwise  defined
               herein shall have the  meanings  given in Exhibit A to the Master
               Operating Agreement; and


                                   AGREEMENTS
                                       AND
                               GRANTS OF EASEMENTS


         1. Scott and MESC hereby agree that the RECITALS hereto, Exhibit "A"
hereto, the Master Operating Agreement, and Exhibit "A" to the Master Operating
Agreement shall be, and hereby are, incorporated herein as a part of this
Easement Deed.

         2. For and in consideration of the premises, the mutual covenants
herein contained, the sum of Ten and No/100ths Dollars ($10.00), and other good
and valuable consideration in hand paid to Scott by MESC, the receipt and
sufficiency of which Scott hereby acknowledges and confirms, Scott does, subject
to the reservations and restrictions set forth herein, hereby grant, bargain,
sell, and convey unto MESC a non-exclusive easement upon, over, beneath, and
across Lot 11, as indicated below (excluding the Clarifier Site) (and Lots 8
and/or 10 where indicated below), for the following purposes:





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          a. Ingress to and egress from, and for operation and use of, all pipes
          located on the Lots 8 and 11  utilized  by or in  connection  with the
          Leased Premises;

          b.  Pedestrian  and  vehicular  ingress to and egress  from the Leased
          Premises  and the  buildings  and  facilities  at which  the  Utilized
          Services are provided or  performed,  over that part of  Environmental
          Lane  situated in Lot 10 and all present and future  roads  located on
          Lot  11,  including   (except  as  to  "Landing  Lane,"  west  of  its
          intersection   with   "Environmental   Lane")  and  otherwise  without
          limitation,  all of the roads shown as being  located on Lot 11 at the
          Pulp Mill on the Scott  Paper  Company  Mill Wide Road  Plan,  Drawing
          A52045,  prepared by BE&K Engineering  Company in February,  1991, and
          revised on February 26, 1991, April 23, 1991, and August 8, 1993;

          c.  Ingress to and egress from the  location  of, and for the support,
          use,  installation  (in such  location(s)  thereof  as to be  mutually
          agreed upon by Scott and MESC), repair,  replacement,  alteration, and
          restoration, of the electrical wiring and facilities owned by MESC and
          located on Lot 8 and/or Lot 10 and/or Lot 11 for the use of the Leased
          Premises;

          d.   Ingress  to  and  egress  from  the  location  of,  and  for  the
          installation,  operation  and  maintenance  of a storm sewer system in
          such  location(s)  thereof as to be mutually  agreed upon by Scott and
          MESC to benefit Parcel II of the Leased Premises on, under,  over, and
          across:  (i) that  part of Lot 11 lying  due east of  Parcel II of the
          Leased Premises; and (ii) if a storm sewer connection exists as of the
          date hereof on Lot 10, that part of Lot 10 between such existing storm
          sewer connection and Parcel II of the Leased Premises;

          e.   Ingress  to  and  egress  from  the  location  of,  and  for  the
          installation,  operation and  maintenance of a potable water system to
          benefit Parcel II the Leased  Premises on, under,  over and across Lot
          11  (excluding  the  Clarifier  Site)  in  such  location(s)  as to be
          mutually agreed upon by Scott and MESC;

         f. Ingress to and egress from the location of, and for the
         installation, operation and maintenance of a process sewer system in
         such location(s) as to be mutually agreed upon by Scott and MESC to
         benefit Parcel II of the Leased Premises on, under, over, and across:
         (i) Lot 11 (excluding the Clarifier Site); and (ii) if a process sewer
         connection exists as of the date hereof on Lot 10, that part of Lot 10
         between such existing process sewer connection and Parcel II of the
         Leased Premises;

         g. Ingress to and egress from the location of, and for the
         installation, operation and maintenance of a sanitary sewer system to
         benefit Parcel II of the Leased Premises on, under, over, and across
         Lot 11 (excluding the Clarifier Site) in such location(s) as to be
         mutually agreed upon by Scott and MESC;




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         h. Ingress to and egress from the location of, and for the
         installation, operation and maintenance of telephone and communications
         lines to benefit Parcel II of the Leased Premises on, under, over and
         across Lot 10 and Lot 11 in such location(s) as to be mutually agreed
         upon by Scott and MESC;

         i. Ingress to and egress from the location of, and for support,
         operation, use, maintenance, repair, (and in such location(s) as to be
         mutually agreed upon by Scott and MESC, the construction, erection,
         replacement, improvement, alteration, and reinstallation of), to the
         extent owned by MESC for the operation and use of the Leased Premises
         the fire protection system located on Lots 8 and 11;

         j. Ingress to and egress from, and for the operation and use of a
         drainage system in such location(s) as to be mutually agreed upon by
         Scott and MESC on, under, over, and across: (i) that part of Lot 11
         lying due east of Parcel II of the Leased Premises, including, but not
         limited to, the right to discharge surface water, if any, from the
         Parcel II of the Leased Premises on to that part of Lot 11 lying due
         east of Parcel II of the Leased Premises from time to time; and (ii) if
         a surface water drain exists as of the date hereof on Lot 10, the right
         to tie into such existing surface water drain on Lot 10 together with
         ingress thereto and egress therefrom;

          k. Ingress to and egress from, and for the installation,  maintenance,
          operation and use of all existing pipes,  electrical lines, instrument
          lines,  and  communication  lines  serving  Parcel  I  of  the  Leased
          Premises;

together with all rights and privileges necessary for the use, maintenance, and
enjoyment by MESC of the aforesaid easements (the "Easements").

TO HAVE AND TO HOLD the Easements unto MESC and its successors and assigns from
the date hereof until the termination of the Easements as set forth herein.

         3. In addition, Scott does, subject to the reservations and
restrictions set forth herein, hereby grant, bargain, sell and convey unto MESC
a non-exclusive temporary construction easement (the "Interim Easement") upon,
over, beneath, and across the a strip of land lying between Parcel II of the
Leased Premises and the boundary of Lot 11 or a distance of fifty feet,
whichever is larger, but excluding the Clarifier Site for the storage of
materials during the construction of a maintenance facility (the "Maintenance
Facility") on Parcel II of the Leases Premises;

TO HAVE AND TO HOLD such Interim Easement unto MESC and its successors and
assigns from the date hereof until the termination of such Interim Easement as
set forth herein.





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<PAGE>



         4. MESC shall exercise its easement rights granted hereunder in such a
manner as not to interfere unreasonably with the use, occupancy, or enjoyment of
Lot 8, Lot 11, and/or Lots 8 and 11 or the improvements thereon, taking such
precautions as may be reasonably necessary to prevent unnecessary foreseeable
damage to adjacent or adjoining property or injury to persons. Upon MESC's
completion of any maintenance, repair, or replacement work, MESC shall restore
the subject area to its former condition (insofar as possible) with all debris
removed.

         5. Scott shall not interfere in any manner with the easements granted
hereunder, nor with the location any of the MESC Equipment, Pulp Mill Utility
Equipment, or Utilized Services to which MESC has access, use and/or other
rights hereunder, except as expressly permitted as hereinafter provided. Scott
reserves the right to relocate, at its sole cost and expense, any and/or all of
the MESC Equipment located on Lot 8, Lot 10, Lot 11, and/or Lots 8 and 11, the
Pulp Mill Utility Equipment and the Utilized Services (collectively, the "Pulp
Mill Facilities") subject to the following restraints on such relocation rights:

         a.       Scott shall have the right from time to time to relocate any
                  one or more of such Pulp Mill Facilities to other locations
                  within the Pulp Mill Lots, subject to the terms and provisions
                  of this Easement Deed.

          b.   Prior  to any  relocation  of any one or more  of the  Pulp  Mill
               Facilities,  Scott shall give thirty (30) days' written notice of
               the  proposed  relocation(s)  to MESC and to the  Site  Operating
               Committee. The notice shall include a detailed description of the
               design for the relocated Pulp Mill Facility.  With respect to the
               relocation of any Pulp Mill Facility that transfers  electricity,
               gas, any fluid,  or any other Metered Flow,  the proposed  design
               for the  relocated  Pulp  Mill  Facility  shall  ensure  that the
               relocated Pulp Mill Facility will not cause any increase in costs
               to MESC or any system changes reasonably unacceptable to MESC.

         c.       Scott shall not commence construction of any such relocated
                  Pulp Mill Facility without obtaining MESC's written approval
                  of the proposed design for the relocated Pulp Mill Facility,
                  provided, however, that MESC shall not unreasonably withhold
                  such approval. Any dispute regarding the withholding of such
                  approval shall be resolved as provided in the Master Operating
                  Agreement.

         d.       Scott shall conduct such post-construction tests of any such
                  relocated Pulp Mill Facility as may be reasonably required by
                  MESC. Any dispute regarding such required tests shall be
                  resolved as provided in the Master Operating Agreement.

          e.   If  relocating  a Pulp Mill  Facility  shall  require  an outage,
               shutdown,  or  slowdown,   the  Site  Operating  Committee  shall
               determine the appropriate date and time for




                                                     - 5 -

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                  such relocation, provided however, that such relocation shall
                  occur not later than the next scheduled Cold Shutdown.

         6. This Easement Deed and the easements created hereunder shall run
with the land and are and shall be binding upon and inure to the benefit of
Scott and MESC and their respective successors and assigns. The easements herein
granted to MESC may be utilized by MESC's employees, invitees, and licensees.

         7. The Interim Easement herein granted to MESC hereunder shall cease
and terminate upon the earlier to occur of (a) May 30, 1996, and (b) the
thirtieth (30th) day following the date upon which the facility that MESC
desires to construct upon Parcel II of the Leased Premises is substantially
completed.

         8. The easement herein granted to MESC pursuant to Paragraph B hereof
and all rights of MESC hereunder, except to the extent otherwise provided in
Paragraph 7, shall cease and terminate upon the expiration or termination of all
rights of MESC under the MESC Lease, including, without limitation, as
applicable, upon the expiration or termination of all of any New Tenant's rights
under a New Lease entered into pursuant to the Mortgagee Cure Rights set forth
in Section 11.5 of the MESC Lease.

         IN WITNESS WHEREOF, Scott and MESC have caused their names to be
executed hereto as of the date first set out above by their duly authorized
representatives.

                                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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                               SCOTT PAPER COMPANY


                    By:               /s/
                             As Its:  Assistant Treasurer


STATE OF ALABAMA
COUNTY OF MOBILE


         I, the undersigned Notary Public in and for said County in said State,
hereby certify that Thomas C. Deas, Jr., whose name as Assistant Treasurer of
Scott Paper Company, a Pennsylvania corporation, is signed to the foregoing
easement deed, and who is known to me, acknowledged before me on this day that,
being informed of the contents of the instrument, he, as such officer executed
the same voluntarily for and as the act of said corporation.

         Given under my hand and official seal this the 8th day of December,
1995.


                                                                       /s/
                                                              Notary Public

[AFFIX NOTARIAL SEAL]
My Commission Expires:  April 23, 1997





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<PAGE>





                           MOBILE ENERGY SERVICES COMPANY,
                           L.L.C.


                           By:              /s/
                                    As Its:  Vice President


STATE OF GEORGIA
COUNTY OF FULTON


         I, the undersigned Notary Public in and for said County in said State,
hereby certify that S. Marce Fuller, whose name as Vice President of Mobile
Energy Services Company, L.L.C., an Alabama limited liability company, is signed
to the foregoing easement deed, and who is known to me, acknowledged before me
on this day that, being informed of the contents of the instrument, he, as such
officer executed the same voluntarily for and as the act of said corporation.

         Given under my hand and official seal this the 16th day of January,
1996.


                                                                       /s/
                                                              Notary Public


[AFFIX NOTARIAL SEAL]
My Commission Expires:  June 19, 1996






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<PAGE>


                                   EXHIBIT "A"

ALL that certain plot, piece or parcel of land, situate, lying and being in the
City of Mobile, County of Mobile, and State of Alabama, bounded and described as
follows:

Parcel I

Beginning at a point in Lot 11 of the Scott Paper Company Subdivision as
recorded in Map Book 64, Page 39, in the Office of the Judge of Probate of
Mobile County, Alabama, said point being 3570.10 feet North and 431.54 feet East
of the Site of the Great Magnolia, and at Alabama State Plane Coordinate, (West
Zone, NAD 1927), North 270056.327 and East 326422.733; Thence N-10-53'-56"-W for
356.22 ft.; Thence S-89-01'-08"-E for 105.36 ft.; Thence S-68-5 2'-49"-E for
194.97 ft.; Thence S-15-17'-38"-E for 241.11 ft.; Thence S-80-56'- 54"-W for
287.04 ft. to the Point of Beginning. Said Parcel (the "East Fuel Tank Parcel")
lying and being in Lot 11 of the Scott Paper Company Subdivision and containing
1.968 acres, more or less.

                                                 LESS AND EXCEPT:

Beginning at a point 38.85 feet South and 7.65 feet West of the North East
corner of the Parcel described above, said point being at Alabama State Plane
Coordinate, (West Zone, NAD 1927), North 270295.212 and East 326634.957; Thence
S-42-00'-44"-W for 42.00 ft.; Thence N-47- 59'-16"-W for 50.00 ft.; Thence
N-42-00'-44"-E for 42.00 ft.; Thence S-47-59'-16"-E for 50 ft. to the Point of
Beginning. Said Parcel (the "Excluded Parcel") lying entirely within the East
Fuel Tank Parcel described above and containing 2100.00 square feet, more or
less.

Parcel II

Beginning at a point in Lot 11 of the Scott Paper Company Subdivision as
recorded in Map Book 64, Page 39, in the office of the Judge of Probate of
Mobile County, Alabama; Said point being 2029.873 feet North and 2185.566 feet
East of the Site of the Great Magnolia, and at Alabama State Plane Coordinate,
West Zone, NAD 1927, North 268516.033, East 328173.913; Thence
N-41(degree)-44'-09"-E for 197.45 feet; Thence S-26(degree)-32'-42"-E for 123.69
feet; Thence S- 34(degree)-20'-56"-E fir 96.39 feet; Thence
S-41(degree)-44'-09"-W for 143.79 feet; Thence Northwesterly, around a curve to
the left having a radius of 438.37 feet and a Delta angle of 27(degree)-35'-10",
the Chord of which bears N-44(degree)-04'-04"-W for 209.02 feet, for an arc
distance of 211.06 feet to the Point of Beginning. Said Parcel lying and being
entirely within the boundaries of Lot 11 of the aforesaid Scott Paper Company
Subdivision, and containing 0.759 acres, more or less.