Exhibit 10.18


                        TEXAS ASSOCIATION OF REALTORS(R)

                     COMMERCIAL CONTRACT - IMPROVED PROPERTY

     USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF
REALTORS(R) IS NOT AUTHORIZED.

                   @ Texas Association of REALTORS @, Inc. 2002



1.   PARTIES:  Seller agrees to sell and convey to Buyer the Property  described
     in Paragraph 2. Buyer agrees to buy the Property  from Seller for the sales
     price stated in Paragraph 3. The parties to this contract are:

        Seller: DAYTON RICE MILLING, INC.
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        Address: SEABERG INDUSTRIAL ROAD, DAYTON, TX 77535
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        Phone:                                        Fax:        (936) 258-7766
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        Buyer: IMPERIAL PETROLEUM RECOVERY CORPORATION
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        Address: 1970 STARPOINT DR., HOUSTON, TX 77032
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        Phone:                                        Fax:
        ----------------------------------------------    ----------------------
2.   PROPERTY:

A.   "Property" means that real property situated in  LIBERTY County, Texas at

     ---------------------------------------------------------------------------
     (address) and that is legally described on the attached Exhibit____________
     or as follows: EIGHTEEN ACRES MORE OR LESS ON SEABURG INDUSTRIAL ROAD,
     DAYTON, TX. INCLUDING IMPROVEMENTS AND RIGHTS THEREON.

     SEE ATTACHED METES AN BOUNDS DESCRIPTION MARKED EXHIBIT (1)(degree)At' AND
     MADE A PART OF THIS CONTRACT.

B.   Seller will sell and convey the Property together with:

     (1)  all buildings, improvements, and fixtures;

     (2)  all rights, privileges, and appurtenances pertaining to the Property,
          including Seller's right, title, and interest in any minerals,
          utilities, adjacent streets, alleys, strips, gores, and rights-of-way;

     (3)  Seller's interest in all leases, rents, and security deposits for all
          or part of the Property;

     (4)  Seller's interest in all licenses and permits related to the Property;

     (5)  Seller's interest in all third party warranties or guaranties, if
          transferable, relating to the Property or any fixtures;

     (6)  Seller's interest in any trade names, if transferable, used in
          connection with the Property; and

     (7)  all Seller's tangible personal property located on the Property that
          is used in connection with the Property's operations except: OFFICE
          FURN.& EOUIP., RR MULE, FORKLIFT,VEHICLES

     (Describe any exceptions, reservations, or restrictions in Paragraph 11 or
     an addendum.) (if the Property is a condominium, attach condominium
     addendum.)

3.   SALES PRICE: At or before closing, Buyer will pay the following sales price
     for the Property:

     A.  Cash portion payable by Buyer at closing.................$855,000.00
                                                                  -----------
     B.  Sum of all financing described in Paragraph 4 ...........$      0.00
                                                                  -----------
     C.  Sales price (sum of 3A and 3B)...........................$855,000.00
                                                                     -----------

    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                   Page 1 of 14


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Commercial Contract - Improved Property concerning  SEABERG ROAD, DAYTON
                                                    ----------------------------

4.   FINANCING: Buyer will finance the portion of the sales price under
     Paragraph 3B as follows:

[_]  A.  Third  Party  Financinq:  One or more third  party.  loans in the total
         amount of $ N/A. This contract:

     [_]  (1) is NOT contingent upon Buyer obtaining third party financing.
     [_]  (2) is  contingent  upon Buyer  obtaining  third  party  financing  in
              accordance with the attached Financing Addendum.

[_]  B.  Assumption:ln  accordance with the attached Financing  Addendum,  Buyer
         will assume the existing  promissory  note secured by the  Property,
         which balance at closing will be $ N/A.

[_]  C.  Seller  Financinq:  The delivery of a promissory  note and deed of
         trust from Buyer to Seller under the terms of the attached  Financing
         Addendum in  the amount $ N/A.

5.   EARNEST MONEY:


     A.   Not later than 3 days after the effective date, Buyer must deposit $
          see spec . pron. p . 8 as earnest money with TARVER ABSTRACT CO.
          (title company and escrow agent) at LIBERTY, Tx_______________________
          (title company's address). Buyer will deposit additional earnest money
          of $ N/A on or before: [_] (i) the N/A day after Buyer's right to
          terminate under Paragraph 7B(3) expires; or [_] (ii) N/A. The title
          company is the escrow agent under this contract.

     B.   If Buyer fails to timely deposit the earnest money, Seller may
          terminate this contract by providing written notice to Buyer before
          Buyer deposits the earnest money and may exercise Seller's remedies
          under Paragraph 15.

     C.   Buyer may instruct the escrow agent to deposit the earnest money in an
          interest-bearing account at a federally insured financial institution
          and to credit any interest to Buyer.

6.   TITLE POLICY, SURVEY, AND UCC SEARCH:

     A.   Title Policy:

          (1)  Seller, at Seller's expense, will furnish Buyer an Owner's Policy
               of Title Insurance (the title policy) issued by the title company
               in the amount of the sales price, dated at or after closing,
               insuring Buyer against loss under the title policy, subject only
               to:

               (a)  those title exceptions permitted by this contract or as may
                    be approved by Buyer in writing; and
               (b)  the standard printed exceptions contained in the promulgated
                    form of title policy unless this contract provides
                    otherwise.

          (2)  The standard printed exception as to discrepancies, conflicts, or
               shortages in area and boundary lines, or any encroachments or
               protrusions, or any overlapping improvements:

          [X]  (a) will not be amended or deleted from the title policy.

          [_]  (b) will be amended to read "shortages in areas" at the expense
                   of [_] Buyer [_] Seller.

          (3)  Buyer may object to any restrictive covenants on the Property
               within the time required under Paragraph 6D.

          (4)  Within 21 days after the effective date, Seller will furnish
               Buyer a commitment for title insurance (the commitment) including
               legible copies of recorded documents evidencing title exceptions.
               Seller authorizes the title company to deliver the commitment and
               related documents to Buyer at Buyer's address.

    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                   Page 2 of 14
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Commercial Contract - Improved Property concerning SEABERG ROAD, DAYTON.
                                                   ---------------------

     B.   Survey:

          (1)  Within 21 days after the effective date:

          |_|  (a) Buyer will obtain a survey of the Property at Buyer's expense
                   and deliver a copy of the survey to Seller.

          |_|  (b) Seller, at Seller's expense, will furnish Buyer a survey of
                   the Property dated after the effective date.

          [X]  (c) Seller will deliver a true .and correct copy of Seller's
                   existing survey of the Property dated 12-6-94. Seller, at
                   Seller's expense:

               [X]  (i) will have the existing survey recertified on a date not
                        earlier than 9 days bef. clos.

               |_|  (ii) will not have the existing survey recertified. Seller
                         |_| will |_| will not deliver to the title company an
                         affidavit required by the title company for approval of
                         survey that states that Seller knows of no changes or
                         the alterations to the Property as depicted on the
                         survey.

          (2)  The survey required under Paragraph 6B(1) must be made by a
               Registered Professional Land Surveyor acceptable to the title
               company. The survey must:
               (a)  identify the Property by metes and bounds or platted lot
                    description;
               (b)  show that the survey was made and staked on the ground with
                    corners permanently marked;
               (c)  set forth the dimensions and total area of the Property;
               (d)  show the location of all improvements, highways, streets,
                    roads, railroads, rivers, creeks or other waterways, fences,
                    easements, and rights-of-way on the Property with all
                    easements and rights-of-way referenced to their recording
                    information;
               (e)  show any discrepancies or conflicts in boundaries, any
                    visible encroachments, and any portion of the Property lying
                    in a special flood hazard area (an "A" or "V" zone as shown
                    on the current Federal Emergency Management Agency (FEMA)
                    flood insurance rate map); and
               (f)  contain the surveyor's certificate that the survey is true
                    and correct.


     C.   UCC Search:

     [_]  (1) Within N/A days after the effective date, Seller, at
              Seller's expense, will furnish Buyer a Uniform Commercial
              Code (UCC) search prepared by a reporting service and dated
              after the effective date. The search must identify documents
              that are on file with the Texas Secretary of State and the
              county where the Property is located that relate to all
              personal property on the Property and show, as debtor,
              Seller and all other owners of the personal property in the
              last 5 years.

     [_]  (2) Buyer does not require Seller to furnish a UCC search.

     D.   Buyer's Objections to the Commitment, Survey, and UCC Search:

          (1)  Within 5 days after Buyer receives the commitment, copies of the
               documents evidencing title exceptions, any required survey, and
               any required UCC search, Buyer may object to matters disclosed in
               the items if:
               (a)  the matters disclosed constitute a defect or encumbrance to
                    title to the real or personal property described in
                    Paragraph 2 other than those permitted by this contract or
                    liens that Seller will satisfy at closing or Buyer will
                    assume at closing; or
               (b)  the items show that any part of the Property lies in a
                    special flood hazard area (an "A" or "V" zone as defined by
                    FEMA);

    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                   Page 3 of 14
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Commercial Contract - Improved Property concerning  SEABERG ROAD, DAYTON,

          (2)  Seller may, but is not obligated to, cure Buyer's timely
               objections within 20 days after Seller receives the objections.
               The closing date will be extended as necessary to cure the
               objections. if Seller fails to cure the objections by the time
               required, Buyer may terminate this contract by providing
               written notice to Seller within 5 days after the time by
               which Seller must cure the objections. If Buyer terminates, the
               earnest money, less any independent consideration under Paragraph
               7B(3)(a), will be refunded to Buyer.
          (3)  Buyer's failure to timely object or terminate under this
               Paragraph 6D is a waiver of Buyer's right to object except that
               Buyer will not waive the requirements in Schedule C of the
               commitment.

7.   PROPERTY CONDITION; (Check A or B only.)

[X]  A. Present Condition: (Check (1) or (2) only.)
     [_]  (1) Buyer accepts the Property in its present "as-is" condition.
     [X]  (2) Buyer accepts the Property in its present condition
              SEE "AS IS" AGREEMENT MARKED EXHIBIT "B"
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[X]  B. Feasibility:

     (1)  Delivery of Property Information: Within 21 days after the
          effective date, Seller will deliver to Buyer the following
          items to the extent that the items are in Seller's
          possession or are readily available to Seller. Any item not
          delivered is deemed not to be in Seller's possession or
          readily available to Seller. The items Seller will deliver
          are:
          (a)  a current rent roll of all leases affecting the
               Property certified by Seller as true and correct;
          (b)  copies of all current leases pertaining to the
               Property, including any modifications, supplements, or
               amendments to the leases;
          (c)  a current inventory of all personal property to be
               conveyed under this contract;
          (d)  copies of all notes and deeds of trust against the
               Property that Buyer will assume or that Seller will not
               pay in full on or before closing;
          (e)  copies of all current service, maintenance, and
               management agreements relating to the ownership and
               operation of the Property;
          (f)  copies of current utility capacity letters from the
               Property's water and sewer service provider;
          (g)  copies of all current warranties and guaranties
               relating to all or part of the Property;
          (h)  copies of fire, hazard, liability, and other insurance
               policies that currently relate to the Property;
          (i)  copies of all leasing or commission agreements that
               currently relate to all or part of the Property;
          (j)  a copy of the "as-built" plans and specifications and
               plat of the Property;
          (k)  copies of all invoices for utilities and repairs
               incurred by Seller for the Property in the 24 months
               immediately preceding the effective date;
          (i)  a copy of Seller's income and expense statement for the
               Property from N/A to__________________________________
          (m)  copies of all previous environmental assessments,
               studies, or analyses made on or relating to the
               Property;
          (n)  real and Personal property tax statements for the
               Property for the previous 2 calendar years; and

          (o)  ------------------------------------------------------
               ------------------------------------------------------
               ------------------------------------------------------
    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                   Page 4 of 14
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Commercial Contract - Improved Property concerning  SEABERG ROAD, DAYTON,

     (2)  Inspections, Studies, or Assessments:

          (a)  Within 90 days after the effective date, Buyer, at Buyer's
               expense, may complete or cause to be completed inspections,
               studies, or assessments of the Property, including all
               improvements and fixtures. Inspections, studies, or assessments
               may include, but are not limited to:
               (i)  physical property inspections (for example, structural pest
                    control, mechanical, structural, electrical, and plumbing
                    inspections);
              (ii)  economic feasibility studies;
              (iii) environmental assessments (for example, soil tests, air
                    sampling, and paint sampling);
               (iv) engineering studies; and
               (v)  compliance inspections (for example, compliance
                    determination with zoning ordinances, restrictions, building
                    codes, and statutes).

          (b)  Seller, at Seller's expense, will turn on all utilities necessary
               for Buyer to make inspections, studies, or assessments.

          (c)  Buyer must:
               (i)  employ only trained and qualified inspectors and assessors;
               (ii) notify Seller, in advance, of when the inspectors or
                    assessors will be on the Property;
              (iii) abide by any reasonable entry rules or requirements that
                    Seller may require;
               (iv) not interfere with existing operations or occupants of the
                    Property; and
               (v)  restore the Property to its original condition if altered
                    due to inspections, studies, or assessments that Buyer
                    completes or causes to be completed.

          (d)  Except for those matters that arise from the negligence of Seller
               or Seller's agents, Buyer is responsible for any claim,
               liability, encumbrance, cause of action, and expense resulting
               from Buyer's inspections, studies, or assessments, including any
               property damage or personal injury. Buyer will indemnify, hold
               harmless, and defend Seller and Seller's agents against any claim
               involving a matter for which Buyer is responsible under this
               paragraph. This paragraph survives termination of this contract.

     (3)  Feasibility Period and Right to Terminate: Buyer may terminate this
          contract for any reason within PARA.11. days after the effective date
          by providing Seller with written notice of termination. If Buyer does
          not terminate within the time required, Buyer accepts the Property in
          its present "as is" condition with any repairs Seller is obligated to
          complete under this contract. (Check only one box.)

     [_](a) If Buyer terminates under this Paragraph 7B(3), the earnest
            money will be refunded to Buyer less $ PARA 11 that Seller will
            retain as independent consideration for Buyer's right to
            terminate. Buyer has tendered the independent consideration to
            Seller upon payment of the full amount specified in Paragraph 5
            to the escrow agent. The independent consideration is to be
            credited to the sales price only upon closing of the sale.

     [_](b) Buyer has paid Seller $ N/A as independent consideration for
            Buyer's right to terminate by tendering such amount directly to
            Seller or Seller's agent. If Buyer terminates under this
            Paragraph 7B(3), the earnest money will be refunded to Buyer and
            Seller will retain the independent consideration. The independent
            consideration |_| will |_| will not be credited to the sales
            price upon closing of the sale.

    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                   Page 5 of 14
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Commercial Contract - Improved Property concerning SEABERG ROAD, DAYTON,

     (4)  Return of Property Information: If this contract terminates for any
          reason, Buyer will, not later than 10 days after the termination date:
          (i) return to Seller all those items described in Paragraph 7B(1) that
          sellar delivered to Buyer and all copies that Buyer made of those
          items; and (ii) deliver copies of all inspection and assessment
          reports (excluding economic feasibility studies) related to the
          Property that Buyer completed or caused to be completed. This
          Paragraph 7B(4) survives termination of this contract.

     (5)  Contract Affectinq Operations: After Buyer's right to terminate under
          Paragraph 7B(3) expires, Seller may not enter into, amend, or
          terminate any other contract that affects the operations of the
          Property without Buyer's prior written approval.

8.   BROKERS:

     A.   The brokers to this sale are:

     N/A                         COLDWELL BANKER UNITED
-------------------------------  ----------------------------------------------
Cooperating Broker  License No.  Principal Broker     0 4 0 6 0 4 6 License No.


                                 CARL TAYLOR
                                 8000 FM 1960 EAST HUMBLE, TX.            77346
-------------------------------- ----------------------------------------------
Address                          Address

                                 (281)852-4444                   (281) 852-4351
-------------------------------- ----------------------------------------------
Phone                       Fax  Phone                                      Fax

     Cooperating Broker represents buyer. Principal Broker: (Check only one box)
                                          [_] represents Seller only.
                                          [X] represents Buyer only.
                                          [_] is an intermediary between
                                              Seller and Buyer.

     B.   Fees: (Check only one box.)


     [_] (1) Seller will pay Principal Broker the fee specified by separate
             written commission agreement between Principal Broker and Seller.
             Principal Broker will pay Cooperating Broker the fee specified in
             the Agreement Between Brokers found below the parties' signatures
             to this contract.

     [X] (2) At the closing of this sale, Seller will pay:

Cooperating Broker a total cash fee of:    Principal Broker a total cash fee of:
     [_] N/A % of the sales price.         [X] 4.000 % of the sales price.
     [_] N/A                               [_] N/A

     The cash fees will be paid in LIBERTY County, Texas. Seller authorizes
     escrow agent to pay the brokers from the Seller's proceeds at closing.

     NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an
     earned commission with a lien against the Property.

     C.   The parties may not amend this Paragraph 8 without the written consent
          of the brokers affected by the amendment.

9.   CLOSING:

     A.   The closing of the sale will be on or before ANYTIME DURING
          FEASIBILITY STUDY or within 7 days after objections to title have been
          cured, whichever date is later (the closing date). If either party
          fails to close by the closing date, the non-defaulting party may
          exercise the remedies in Paragraph 15.


    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                   Page 6 of 14
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Commercial Contract - improved Property concerning SEABERG ROAD, DAYTON,

     B.   At closing, Seller will execute and deliver, at Seller's expense, a
          [X] general [_] special warranty deed. The deed must include a
          vendor's lien if any part of the sales price is financed. The deed
          must convey good and indefeasible title to the Property and show no
          exceptions other than those permitted under Paragraph 6 or other
          provisions of this contract. Seller must convey the Property at
          closing:

          (1)  with no liens, assessments, or Uniform Commercial Code or other
               security interests against the Property which will not be
               satisfied out of the sales price unless securing loans Buyer
               assumes;
          (2)  without any assumed loans in default; and
          (3)  with no persons in possession of any part of the Property as
               lessees, tenants at sufferance, or trespassers except tenants
               under the written leases assigned to Buyer under this contract.

     C.   At closing, Seller, at Seller's expense, will also deliver:

          (1)  tax statements showing no delinquent taxes on the Property;
          (2)  a bill of sale with warranties to title conveying title, free and
               clear of all liens, to any personal property defined as part of
               the Property in Paragraph 2 or sold under this contract;
          (3)  an assignment of all leases to or on the Property;
          (4)  to the extent that the following items are assignable, an
               assignment to Buyer of the following items as they relate to the
               Property or its operations:

               (a)  licenses and permits;
               (b)  maintenance, management, and other contracts; and
               (c)  warranties and guaranties;

          (5)  a rent roll current on the day of the closing certified by Seller
               as true and correct;
          (6)  evidence that the person executing this contract is legally
               capable and authorized to bind Seller; and
          (7)  any notices, statements, certificates, affidavits, releases, and
               other documents required by this contract, the commitment, or law
               necessary for the closing of the sale and the issuance of the
               title policy, all of which must be completed and executed by
               Seller as necessary.

     D.   At closing, Buyer will:

          (1)  pay the sales price in good funds acceptable to the escrow agent;
          (2)  deliver evidence that the person executing this contract is
               legally capable and authorized to bind Buyer;
          (3)  execute and deliver any notices, statements, certificates, or
               other documents required by this contract or law necessary to
               dose the sale.

     E.   Unless the parties agree otherwise, the closing documents will be as
          found in the basic forms in the current edition of the State Bar of
          Texas Real Estate Forms Manual without any additional clauses.

10.  POSSESSION: Seller will deliver possession of the Property to Buyer upon
     closing and funding of this sale in its present condition with any repairs
     Seller is obligated to complete under this contract, ordinary wear and tear
     excepted. Until closing, Seller will operate the Property in the same
     manner as on the effective date and will not transfer or dispose of any of
     the personal property described in Paragraph 2B or sold under this
     contract. Any possession by Buyer before closing or by Seller after closing
     that is not authorized by a separate written lease agreement is a
     landlord-tenant at sufferance relationship between the parties.

11.  SPECIAL PROVISIONS: (Identify exhibit if special provisions are contained
     in an attachment.) SELLER WARRANTS THAT THERE ARE NO OUTSTANDING LEASES OR
     OTHER ENCUMBRANCES ON THE PROPERTY.

     "Buyer is aware that seller is to perform an IRC TAX DEFERRED EXCHANGE.
     Seller requests buyer's cooperation in such an exchange, and agrees to hold
     buyer harmless from any and all claims, liabilities, costs, or delays in
     time resulting from such an exchange. Buyer agrees to an assignment of this
     contract by the seller.


    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                   Page 7 of 14
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Commercial Contract - Improved Property concerning SEABERG ROAD, DAYTON,

     Seller to remove all loose items from the premises including a1l farm
     machinery and related items.

     FEASIBILITY PERIOD: Buyer shall pay to seller a non refundable option fee
     of $5,000. per month for a period of not more than four months. The first
     option fee due at the signing of of this agreement and due each month on
     that same day of the month. If sale closes then all of the option fees
     shall be applied toward the purchase price
                   SELLER TO RETAIN ANY MINERALS THAT HE OWNS.

12.  SALES EXPENSES:

     A.   Seller's Expenses: Seller will pay for the following at or before
          closing:
          (1)  releases of existing liens, other than those liens assumed by
               Buyer, including prepayment penalties and recording fees;
          (2)  release of Seller's loan liability, if applicable;
          (3)  tax statements or certificates;
          (4)  preparation of the deed and any bill of sale;
          (5)  one-half of any escrow fee;
          (6)  costs to record any documents to cure title objections that
               Seller must cure; and
          (7)  other expenses that Seller will pay under other provisions of
               this contract.

     B.   Buyer's Expenses: Buyer will pay for the following at or before
          closing:
          (1)  all loan expenses (for example, application fees, origination
               fees, discount fees, buy-down fees, commitment fees, appraisal
               fees, assumption fees, recording fees, tax service fees,
               mortgagee title policy expenses, credit report fees, document
               preparation fees, interest expense that Buyer's lender requires
               Buyer to pay at closing, loan related inspection fees,
               amortization schedule fees, courier fees, underwriting fees, wire
               transfer fees, and other fees required by Buyer's lender);
          (2)  preparation fees of any deed of trust;
          (3)  recording fees for the deed and any deed of trust;
          (4)  premiums for flood and hazard insurance as may be required by
               Buyer's lender;
          (5)  one-half of any escrow fee;
          (6)  copy and delivery fees for delivery of the title commitment and
               related documents; and
          (7)  other expenses that Buyer will pay under other provisions of this
               contract.

13.  PRORATIONS, ROLLBACK TAXES, ESTOPPEL CERTIFICATES, RENT, AND DEPOSITS:

     A.   Prorations:

          (1)  Interest on any assumed loan, taxes, rents, and any expense
               reimbursements from tenants will be prorated through the closing
               date.

          (2)  If the amount of ad valorem taxes for the year in which the sale
               closes is not available on the closing date, taxes will be
               prorated on the basis of taxes assessed in the previous year. If
               the taxes for the year in which the sale closes vary from the
               amount prorated at closing, the parties will adjust the
               prorations when the tax statements for the year in which the sale
               closes become available. This Paragraph 13A(2) survives closing.

          (3)  If Buyer assumes a loan or is taking the Property subject to an
               existing lien, Seller will transfer all reserve deposits held by
               the lender for the payment of taxes, insurance premiums, and
               other charges to Buyer at closing and Buyer will reimburse such
               amounts to Seller by an appropriate adjustment at closing.


    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                   Page 8 of 14
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Commercial Contract - Improved Property concerning SEABERG ROAD, DAYTON,

     B.   Rollback Taxes: if Seller changes the use of the Property before
          closing or if a denial of a special valuation on the Property claimed
          by Seller results in the assessment of additional taxes, penalties, or
          interest (assessment_) for periods before closing, the assessments
          will be the obligation of Seller. If this sale or Buyer's use of the
          Property after closing results in additional assessments for periods
          before closing, the assessments will be the obligation of Buyer. This
          Paragraph 13B survives closing.

     C.   Estoppel Certificates:

          (1)  Within N/A days after the effective date, Seller will deliver to
               Buyer estoppel certificates signed not earlier than N/A by each
               tenant that leases space in the Property.

          (2)  The estoppel certificates must state:

               (a)  that no default exists under the lease by the landlord or
                    tenant as of the date the estoppel certificate is signed;
               (b)  the amount of the scheduled rents to be paid through the end
                    of the lease and any rental payments that have been paid in
                    advance;
               (c)  the amount of any security deposit;
               (d)  the amount of any offsets tenant is entitled against rent;
               (e)  the expiration date of the lease;
               (f)  a description of any renewal options; and
               (g)  N/A

     D.   Rent and Security Deposits: At closing, Seller will tender to Buyer
          all security deposits and the following advance payments received by
          Seller for periods after closing: prepaid expenses, advance rental
          payments, and other advance payments paid by tenants. Rents prorated
          to one party but received by the other party will be remitted by the
          recipient to the party to whom it was prorated within 5 days after the
          rent is received. This Paragraph 13D survives closing.

 14. CASUALTY LOSS AND CONDEMNATION:

     A.   If any part of the Property is damaged or destroyed by fire or other
          casualty after the effective date, Seller must restore the Property to
          its previous condition as soon as reasonably possible and not later
          than the closing date. If, without fault, Seller is unable to do so,
          Buyer may:
          (1)  terminate this contract and the earnest money, less any
               independent consideration under Paragraph 7B(3)(a), will be
               refunded to Buyer;
          (2)  extend the time for performance up to 15 days and the closing
               date will be extended as necessary; or
          (3)  accept at closing: (i) the Property in its damaged condition;
               (ii) an assignment of any insurance proceeds Seller is entitled
               to receive along with the insurer's consent to the assignment;
               and (iii) a credit to the sales price in the amount of any unpaid
               deductible under the policy for the loss.

     B.   If before dosing, condemnation proceedings are commenced against any
          part of the Property, Buyer may:
          (1)  terminate this contract by providing written notice to Seller
               within 15 days after Buyer is advised of the condemnation
               proceedings and the earnest money, less any independent
               consideration under Paragraph 7B(3)(a), will be refunded to
               Buyer; or
          (2)  appear and defend the condemnation proceedings and any award
               will, at Buyer's election, belong to:
               (a)  Seller and the sales price will be reduced by the same
                    amount; or
               (b)  Buyer and the sales price will not be reduced.




    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                   Page 9 of 14
<PAGE>




Commercial Contract - Improved Property concerning SEABERG ROAD, DAYTON,

15.  DEFAULT:

     A.   If Buyer fails to comply with this contract. Buyer is in default and
          Seller may:
          (1)  terminate this contract and receive the earnest money as
               liquidated damages, thereby releasing the parties from this
               contract; or
          (2)  enforce specific performance, or seek other relief as may be
               provided by law, or both.

     B.   If, without fault, Seller is unable within the time allowed to deliver
          the estoppel certificates or the commitment, Buyer may:
          (1)  terminate this contract and receive the earnest money, less any
               independent consideration under Paragraph 7B(3)(a), as the sole
               remedy; or
          (2)  extend the time for performance up to 15 days and the closing
               will be extended as necessary.
     C.   Except as provided in Paragraph 15B, if Seller fails to comply with
          this contract, Seller is in default and Buyer may:
          (1)  terminate this contract and receive the earnest money, less any
               independent consideration under Paragraph 7B(3)(a), as liquidated
               damages, thereby releasing the parties from this contract; or
          (2)  enforce specific performance, or seek such other relief as may be
               provided by law, or both.

16.  ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent is a
     prevailing party in any legal proceeding brought under or with relation to
     this contract or this transaction, such party is entitled to recover from
     the non-prevailing parties all costs of such proceeding and reasonable
     attorney's fees. This Paragraph 16 survives termination of this contract.

17.  ESCROW:

     A.   At closing, the earnest money will be applied first to any cash down
          payment, then to Buyer's closing costs, and any excess will be
          refunded to Buyer.
     B.   If both parties make written demand for the earnest money, escrow
          agent may require payment of unpaid expenses incurred on behalf of the
          parties and a written release of liability of escrow agent from all
          parties.
     C.   If one party makes written demand for the earnest money, escrow agent
          will give notice of the demand by providing to the other party a copy
          of the demand. If escrow agent does not receive written objection to
          the demand from the other party within 30 days after the date escrow
          agent sent the demand to the other party, escrow agent may disburse
          the earnest money to the party making demand, reduced by the amount of
          unpaid expenses incurred on behalf of the party receiving the earnest
          money and escrow agent may pay the same to the creditors.
     D.   Escrow agent will deduct any independent consideration under Paragraph
          7B(3)(a) before disbursing any earnest money to Buyer and will pay the
          independent consideration to Seller.
     E.   If escrow agent complies with this Paragraph 17, each party hereby
          releases escrow agent from all claims related to the disbursal of the
          earnest money.
     F.   Notices under this Paragraph 17 must be sent by certified mail, return
          receipt requested. Notices to escrow agent are effective upon receipt
          by escrow agent.

18.  MATERIAL FACTS: A. To the best of Seller's knowledge and belief: (Check (1)
     or (2) only.)




    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                  Page 10 of 14
<PAGE>




Commercial Contract - Improved Property concerning SEABERG ROAD, DAYTON,

     [X]  (1) Seller is not aware of any material defects to the Property except
              as stated in the attached Property Condition Statement.

     [_]  (2) Seller is not aware of any of the following, except as described
              otherwise in this contract:
               (a)  any subsurface: structures, pits, waste, springs, or
                    improvements;
               (b)  any pending or threatened litigation, condemnation, or
                    assessment affecting the Property;
               (c)  any environmental hazards or conditions that affect the
                    Property;
               (d)  whether the Property is or has been used for the storage or
                    disposal of hazardous materials or toxic waste, a dump site
                    or landfill, or any underground tanks or containers;
               (e)  whether radon, asbestos insulation or fireproofing,
                    urea-formaldehyde foam insulation, lead- based paint, toxic
                    mold (to the extent that it adversely affects the health of
                    ordinary occupants), or other pollutants or contaminants of
                    any nature now exist or ever existed on the Property;
               (f)  whether wetlands, as defined by federal or state law or
                    regulation, are on the Property;
               (g)  whether threatened or endangered species or their habitat
                    are on the Property; and
               (h)  any material physical defects in the improvements on the
                    Property. (Describe any exceptions to (a)-(g) in Paragraph
                    11 or an addendum.)

     B.   Each written lease Seller is to furnish to Buyer under this contract
          must be in full force and effect according to its terms without
          amendment or modification that is not disclosed to Buyer in writing.
          Seller must disclose, in writing, to Buyer if any of the following
          exist at the time Seller provides the leases to the Buyer or
          subsequently occur before closing:

          (1)  any modifications, amendments, or default by landlord or tenant
               under the leases;
          (2)  any failure by Seller to comply with Seller's obligations under
               the leases;
          (3)  any circumstances under any lease that entitle the tenant to
               terminate the lease or seek any offsets or damages;
          (4)  any non-occupancy of the leased premises by a tenant;
          (5)  any advance sums paid by a tenant under any lease;
          (6)  any concessions, bonuses, free rents, rebates, brokerage
               commissions, or other matters that affect any lease; and
          (7)  any amounts payable under the leases that have been assigned or
               encumbered, except as security for loan(s) assumed or taken
               subject to under this contract.

19.  NOTICES: All notices between the parties under this contract must be in
     writing and are effective when hand-delivered, mailed by certified mail
     return receipt requested, or sent by facsimile transmission to the parties
     addresses or facsimile numbers stated in Paragraph 1. The parties will send
     copies of any notices to the broker representing the party to whom the
     notices are sent.

20.  FEDERAL TAX REQUIREMENT: If Seller is a "foreign person" as defined by
     applicable law, or if Seller fails to deliver at closing an affidavit that
     Seller is not a foreign person, then Buyer will withhold from the sales
     proceeds at closing an amount sufficient to comply with applicable tax law
     and deliver the amount withheld to the internal Revenue Service (IRS),
     together with appropriate tax forms. IRS regulations require filing written
     reports if currency in excess of specified amounts is received in the
     transaction.

21.  DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an
     effort to resolve any dispute related to this contract that may arise. If
     the dispute cannot be resolved by negotiation, the parties will submit the
     dispute to mediation before resorting to arbitration or litigation and will
     equally share the costs of a mutually acceptable mediator. This paragraph
     survives termination of this contract. This paragraph does not preclude a
     party from seeking equitable relief from a court of competent jurisdiction.

22.  AGREEMENT OF THE PARTIES:

     A.   This contract is binding on the parties, their heirs, executors,
          representatives, successors, and permitted assigns.


    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                  Page 11 of 14
<PAGE>






Commercial Contract - Improved Property concerning SEABERG ROAD, DAYTON,

     B.   This contract is to be construed in accordance with the laws of the
          State of Texas.

     C.   This contract contains the entire agreement of the parties and may not
          be chanced except in writing.

     D.   if this contract is executed in a number of identical counterparts,
          each counterpart is an original and all counterparts collectively.
          constitute one agreement.

     E.   Buyer[X] may [_] may not assign this contract. If Buyer assigns this
          contract, Buyer will be relieved of any future liability under this
          contract only if the assignee assumes, in writing, all of Buyer's
          obligations under this contract.

     F.   Addenda which are part of this contract are: (Check all that apply.)

     [X]  (1) Property Description Exhibit identified in Paragraph 2;
     [_]  (2) Condominium Addendum;
     [_]  (3) Financing Addendum;
     [X]  (4) Commercial Property Condition Statement;
     [_]  (5) Addendum for Seller's Disclosure of Information on Lead-Based
              Paint and Lead-Based Paint Hazards;
     [_]  Notice to Purchaser of Real Property in a Water District (MUD);
     [_]  Addendum for Coastal Area Property;
     [_]  Addendum for Property Located Seaward of the Gulf Intracoastal
          Waterway; and
     [X]  (9) "AS IS" AGREEMENT MARKED EXHIBIT "B"

          (Note.- Counsel for the Texas Association of REALTORS(R) (TAR) has
          determined that any of the foregoing addendum which are promulgated by
          the Texas Real Estate Commission (TREC) or published by TAR are
          appropriate for use with this form.)


23.  TIME: Time is of the essence in this contract. The parties require strict
     compliance with the times for performance. If the last day to perform under
     a provision of this contract falls on a Saturday, Sunday, or legal holiday,
     the time for performance is extended until the end of the next day which is
     not a Saturday, Sunday, or legal holiday.

24.  EFFECTIVE DATE: The effective date of this contract for the purpose of
     performance of all obligations is the date the escrow agent receipts this
     contract after all parties execute this contract.

25.  ADDITIONAL NOTICES:

     A.   Buyer should have an abstract covering the Property examined by an
          attorney of Buyer's selection, or Buyer should be furnished with or
          obtain a title policy.
     B.   If the Property is situated in a utility or other statutorily created
          district providing water, sewer, drainage, or flood control facilities
          and services, Chapter 49, Texas Water Code, requires Seller to deliver
          and Buyer to sign the statutory notice relating to the tax rate,
          bonded indebtedness, or standby fees of the district before final
          execution of this contract.
     C.   If the Property adjoins or shares a common boundary with the tidally
          influenced submerged lands of the state, ss.33.135, Texas Natural
          Resources Code, requires a notice regarding coastal area property to
          be included as part of this contract.
     D.   If the Property is located seaward of the Gulf Intracoastal Waterway,
          ss.61.025, Texas Natural Resources Code, requires a notice regarding
          the seaward location of the Property to be included as part of this
          contract.




    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                  Page 12 of 14
<PAGE>


Commercial Contract - improved Property concerning SEABERG ROAD, DAYTON,

     E.   If the Property is located outside the limits of a municipality, the
          Property may now or later be included in the extra-territorial
          jurisdiction (ETJ) of a municipality and may now or later be subject
          to annexation by the municipality. Each municipality maintains a map
          that depicts its boundaries and ETJ. To determine if the Property is
          located within a municipality's ETJ, Buyer should contact all
          municipalities located in the general proximity of the Property for
          further information.
     F.   If apartments or other residential units are on the Property and the
          units were built before 1978, federal law requires a lead-based paint
          and hazard disclosure statement to be made part of this contract.
     G.   Brokers are not qualified to perform property inspections, surveys,
          engineering studies, environmental assessments, or inspections to
          determine compliance with zoning, governmental regulations, or laws.
          Buyer should seek experts to perform such services. Selection of
          experts, inspectors, and repairmen is the responsibility of Buyer and
          not the brokers.

26.  CONTRACT AS OFFER: The execution of this contract by the first party
     constitutes an offer to buy or sell the Property. Unless the other party
     accepts the offer by 5:00 p.m., in the time zone in which the Property is
     located, on  December 9, 2005 the offer will lapse and become null and
     void.


READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or
recommendation as to the legal sufficiency, legal effect, or tax consequences of
this document or transaction. CONSULT your attorney BEFORE signing.

Buyer's                                     Seller's
Attorney is  WILL WILLIAMS                  Attorney is EDWARD PICKETT
----------------------------------------    ------------------------------------


Buyer: IMPERIAL PETROLEUM RECOVERY CORP     Seller: DAYTON RICE MILLING, INC
----------------------------------------    ------------------------------------

By: /s/ ALAN B. SPRINGER                    By: /s/ ALBERT PREVOT
----------------------------------------    ------------------------------------
Printed Name:ALAN B. SPRINGER               Printed Name: ALBERT PREVOT
Title: CHAIRMAN AND CEO                     Title:VICE PRESIDENT




Buyer:______________________________________ Seller:____________________________

By:_________________________________________ By:________________________________

Printed Name:_______________________________ Printed Name:______________________

Title:______________________________________ Title:_____________________________


    Initialed for Identification by Buyer______,______ Seller_______,_______

(TAR-1801) 2-6-02                                                  Page 13 of 14