Exhibit 10.10
                SECOND AMENDMENT TO SUPPLEMENTARY LEASE AGREEMENT


         THIS SECOND AMENDMENT TO SUPPLEMENTARY LEASE AGREEMENT (the "Second
Amendment"), is made as of this 1st day of August, 1995, by and between SCOTT
PAPER COMPANY, a Pennsylvania corporation (as "Lessor") and MOBILE ENERGY
SERVICES COMPANY, L.L.C., an Alabama limited liability company (as "Lessee").


                                               W I T N E S S E T H:


         WHEREAS, Lessor and Mobile Energy Services Company, Inc., an Alabama
corporation ("MESC") did enter into that certain Supplementary Lease Agreement,
dated as of December 12, 1994 (the "Original Lease"), the subject of which was
to lease certain improved real property which is more particularly described on
Exhibit "B" attached to the Original Lease (the "Original Leased Premises"), and

         WHEREAS, the Original Lease was amended by that certain First Amendment
to Supplementary Lease Agreement ("First Amendment"), dated as of July 13, 1995
(the Original Lease, as amended by the First Amendment shall sometimes be
referred to herein as the "Lease"), and

         WHEREAS, Lessee is the successor-in-interest to Mobile Energy Services
Holdings, Inc., an Alabama corporation, which is formerly known as "Mobile
Energy Services Company, Inc.," and

         WHEREAS, Lessor and Lessee desire to modify and amend the Original
Lease to change, among other matters, the description of the Original Premises,
upon the terms and conditions herein contained.

         NOW THEREFORE, for and in consideration of the mutual covenants
contained herein, and for Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, paid by the parties hereto to one another, the receipt
and sufficiency of which are acknowledged by the parties hereto, the parties
hereto hereby covenant and agree as follows:

         1. Leased Premises. Lessor shall lease and rent to Lessee, and Lessee
shall lease and rent from Lessor, from and after the date hereof, that certain
tract of land as shown on Exhibit "A" attached hereto and by this reference
incorporated herein (the "Premises"), such that from and after the date hereof,
the "Leased Premises," as such term is used in the Lease shall be deemed to be
the Premises, as depicted and described on Exhibit "A" attached to this Second
Amendment. Lessee hereby forever releases any rights Lessee might have in and to
any part of the Original Leased Premises, except as expressly granted herein.


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         2.       No Other Modification.  Lessor and Lessee hereby affirm,
confirm, and ratify the Lease, as amended hereby, and agree that
the Lease, including terms granting certain options of Lessee to
purchase the Premises, is and shall remain in full force and
effect.

         3.       Transfers, Successors and Assigns.  This Second Amendment
shall inure to the benefit of and be binding upon Lessor, Lessee
and their respective transfers, successors and assigns.

         IN WITNESS WHEREOF, the undersigned have caused this Second Amendment
to be executed and delivered on the day and year first above written.

                                    "LESSOR"

                                    SCOTT PAPER COMPANY, a
                                    Pennsylvania corporation


                                    By:            /s/
                                       Name: Thomas C. Deas, Jr.
                                       Title:________________


                                    "LESSEE"

                                    MOBILE ENERGY SERVICES COMPANY,
                                    L.L.C., an Alabama limited
                                    liability company

                                    By:          /s/
                                       Name: Mark R. Ogle
                                       Title: Vice President




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State of PENNSYLVANIA}
                                     }
County of DELAWARE                   }

                  I DIANE M. DE ORIO, a 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, is signed to the foregoing instrument, 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 and with full authority, executed
the same voluntarily for and as the act of said corporation.

         Given under my hand and official seal, this the 17th day of August,
1995.

                                                             /s/
                                                         Notary Public



State of New York                   }
                                    }
County of New York                  }

                  I Juan Ospina, a Notary Public in and for said County, in said
State, hereby certify that Mark R. Ogle, whose name as Vice President of Mobile
Energy Services Company, L.L.C. is signed to the foregoing instrument, 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 and with full authority, executed
the same voluntarily for and as the act of said corporation.

         Given under my hand and official seal, this the 23 day of August, 1995.

                                                                 /s/
                                                            Notary Public







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                                                    EXHIBIT "A"


                     Property Description of Leased Premises

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 2027.703 feet North
         and 2186.144 feet East of the Site of the Great Magnolia, and at
         Alabama State Plane Coordinate, West Zone, NAD 1927, North 268513.927,
         East 328177.335: Thence N-41(degree)-44'-09"-E for 195.20 feet; Thence
         S-26(degree)-32'-42"-E for 119.38 feet; Thence S-34(degree)-20'-56"-E
         for 102.00 feet; Thence S-41(degree)-44'-09"-W for 144.25 feet; Thence
         Northwesterly, around a curve to the left having a radius of 438.67
         feet and a Delta angle of 27(degree)-48'-23", the Chord of which bears
         N-43(degree)- 25'-40"-W for 210.66 feet, for an arc distance of 212.74
         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.