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                         LEASE AGREEMENT

      This  Agreement made and entered in this 6th of June, 1996,
by  and between PacifiCorp, an Oregon Corporation, dba UTAH POWER
&  LIGHT COMPANY, hereinafter referred to as "Lessor", and  PETRO
SOURCE  REFINING CORPORATION, a Nevada Corporation, ("PSRC"),  of
9801  Westheimer,  Suite 900, Houston, Texas  77042,  hereinafter
"Lessee".

                           WITNESSETH:

     Whereas, Lessee is desirous of leasing property for the
purpose of ingress and egress to obtain access to  property known
as the tank farm which is being leased under a separate agreement
("Tank Farm Lease").

     Whereas, Lessor is the owner of certain real property known
as 1221 and 1223 West North Temple in the City of Salt Lake,
County of Salt Lake, State of Utah.

     Now, therefore, it is hereby agreed as follows:

     1.   Lessor does lease to Lessee the following described
property, hereinafter referred to as "Leased Premises" for the
purpose of establishing ingress and egress to the tank farm.

          Commencing at a point 660 feet north and 576 feet
          east of the southwest corner of Section 35,
          Township 1 North, Range 1 West, Salt Lake
          Meridian, thence East 370 feet to the west bank of
          the Jordan River, running thence South along bank
          of said river approximately 340 feet to the
          existing fence line, thence West 460 feet, thence
          North 340 feet to the point of beginning.
          
     2.   The term of this Lease shall be for Seven (7) years
beginning on the 1st day of April, 1996, through the 31st day of
March, 2003 (or upon termination of the Tank Farm Lease
Agreement, whichever is earlier), upon and subject to the
following terms and conditions:

     3.   Lessee agrees and covenants with Lessor to pay as rent for
the Leased Premises the sum of ONE THOUSAND EIGHT HUNDRED AND
NO/100 DOLLARS ($1800.00), which shall be paid in the following
manner:  ONE HUNDRED FIFTY AND NO/100 DOLLARS ($150.00) per month
in advance due on the first day of each month or one payment of
ONE THOUSAND EIGHT HUNDRED AND NO/100 DOLLARS ($1800.00) to be
paid at the first day of April each year.  Payments to be sent
to:

          Utah Power & Light Company
          Property Management Dept. Suite 110
          1407 West North Temple
          Salt Lake City, Utah  84140
          
     4.   Lessee shall use the Leased Premises solely for ingress and
egress to access the tank farm for the loading and unloading of
asphalt product.

     5.   Should Lessee make improvements, which would change the
current natural ground elevation, Lessee must contact Lessor for
written approval to do so.  This is to insure that Lessor's
vertical clearance requirement (wire to ground) will be
maintained at all times.

     6.   Lessee shall not assign this Lease or sublet the Leased
Premises or any party thereof or use or suffer the use of the
Leased Premises for any other purpose than as herein stated.

     7.   If either party fails to comply fully with any of the terms
hereof, the defaulting party shall have fifteen (15) days to cure
the default following receipt of written notice from the non-
defaulting party.  If said Lease is cancelled pursuant to this
Paragraph, or for any other reason, Lessee shall not be entitled
to damages of any kind, including lost profits, relocation costs,
or expenses.

     8.   Should Lessee vacate the Leased Premises before the
expiration of this Lease Agreement or violate any of the other
covenants hereof, Lessor, in addition to all other legal
remedies, may enter into possession of the Leased Premises.

     9.   Said Leased Premises is leased and accepted by Lessee in its
present condition and Lessor makes no warranties as to the
present or future condition of said Leased Premises or any
portion thereof and it is expressly understood and agreed that
Lessor is under no obligation at any time during the term of this
Lease to repair, maintain or improve said Leased Premises.

     10.  Lessor reserves the right to erect upon and traverse the
Leased Premises with electric transmission and distribution
lines, and Lessor, by its duly authorized agents or employees,
shall have the right to enter upon the Leased Premises at any
time to construct and maintain such electric lines, and for
related purposes.  Provided, however, that Lessor's activities in
this regard shall not unreasonably interfere with Lessee's use of
the Leased Premises.

     11.  PacifiCorp agrees to protect, defend, indemnify and hold
harmless PSRC, its officers, agents, and employees from and
against all claims, losses, damages, causes of action, suits and
liability of every kind and character, for injury to or death of
any person, or for damages to any property, arising out of or in
connection with PaciCorp's breach of this Agreement or PaciCorp's
performance hereunder, to the extent and degree that such damages
or injures have been caused by the negligence or willful
misconduct of PacifiCorp or a third party whose actions are
controlled by or directed by PacifiCorp.

     PSRC agrees to protect, defend, indemnify and hold harmless
PacifiCorp, its officers agents, and employees from and against
all claims, losses, damages, causes of action suits and liability
of every kind and character, for injury to or death of any
person, or for damages to any property, arising out of or in
connection with Parco's breach of this Agreement or Parco's
performance hereunder, to the extent that such damages or
injuries have been caused by the negligence or willful misconduct
of PSRC or a third party whose actions are controlled or directed
by PSRC.

     12.  In addition to the general indemnity above, PacifiCorp
hereby specifically agrees to fully indemnify and hold PSRC, its
officers, agents and employees harmless from and against any and
all claims, demands, losses, costs of removal and/or clean up of
any pollutants, judgments, causes of actions, fines, penalties,
costs (including attorney's fees and costs of court), or
otherwise arising out of or connected with environmental
conditions or pollution with respect to the Leased Premises;
provided however, that such indemnity obligations of PacifiCorp
shall not apply if the underlying claims directly resulting from
the negligence or willful misconduct of PSRC, its agents or
employees.

     PSRC hereby specifically agrees to fully indemnify and hold
PacifiCorp, its officers, agents and employees harmless from and
against any and all claims, demands, losses, costs of removal
and/or clean up of any pollutants, judgments, causes of actions,
fines, penalties, costs (including attorney's fees and cost of
court), or otherwise arising out of or connected with
environmental conditions or pollution to the extent such claims
directly resulting from the negligence or willful misconduct of
PSRC, its agents or employees.

     13.  At no time shall any flammable material (including, but not
limited to, chemical solvents, gasoline, rubbish piles,
haystacks, or lumber products), any structure or building or any
kind of equipment in excess of 13'6" in height, be placed,
erected, or stored within the boundaries of said Leased Premises.

     14.  Before making any improvements upon the Leased Premises or
any changes in the general landscaping thereof, Lessee will first
secure written consent from Lessor to do so.  More particularly,
Lessee will not install any vertical lighting structures on the
Leased Premises without written approval from Lessor.

     15.  Lessee's improvements shall, when this Lease expires or is
terminated, become the property of the Lessor.

     16.  In case either party shall resort to legal proceedings to
enforce any of the Lease's covenants hereunder or to obtain
possession of the Leased Premises for breach of said covenants,
the non-prevailing party will pay all costs and expenses,
including reasonable attorney's fees, arising before or after
litigation is instituted.

     17.  Lessor shall have the right to lease the property for
parking of automobiles during the Utah State Fair and will work
with Lessee to provide that access is still maintained to the
tank farm.

     EXECUTED this 6 day of June, 1996
     
     LESSEE:                  LESSOR:
     
     Petro Source             PacifiCorp, an Oregon
     Refining Co.             Corporation dba Utah Power & Light Company
                                   
     By: William Townsend     By: Mark Whitter
     Title: Vice President         Client Agent