[Astec Financial Services, Inc. logo] 
                         
                           Notice of Assignment

December 31, 1997

Mr. Don Pine
Petro Source Refining Corporation
9801 Westheimer, Suite 900
Houston, TX  77042

Re: Transfer of interest in lease

Dear Mr. Pine:

We recently had the opportunity to assist you with financing your company 
needs for CEI equipment.  In our effort to keep capital balances at a level
to always be able to supply new financing and leasing arrangements to our
customers, we have assigned and transferred your agreement to Metlife Capital
Corporation ("MetLife").  Effective immediately, please notify your insurance 
carrier to change the loss payee and additional insured from Astec Financial
Services, Inc. to MetLife, and remit all payments under your lease to the 
following address:
                       MetLife Capital Corporation
                       P.O. Box 101154
                       Atlanta, GA 30392

In addition, effective immediately, please direct all correspondence regarding
your lease to the following address:
                      
                       MetLife Capital Corporation
                       P.O. Box C-97550
                       Bellevue, WA 98009
                       Attn: Vendor Operations

Please note that Astec Financial Services, Inc. has no further right to 
modify the terms of your agreement or to waive any requirements set forth in
the agreement.

This assignment procedure allows us to be in a position to offer new financing
or leasing arrangements for your future equipment needs and to always be ready 
to serve you quickly and efficently through the credit approval and 
documentation process.

Please know that we value your business and look forward to working with you
on future finance arrangements with all the Astec companies.

Sincerely,

Astec Financial Services, Inc.



Albert E. Guth
President

                      
                               
                               11
                     MASTER LEASE AGREEMENT
                                
                                
     THIS     MASTER    LEASE    AGREEMENT,    dated    as     of
_______________________  ("Agreement"), between  Astec  Financial
Services,  Inc., with an office at 6400 Lee Highway,  Suite  107,
Chattanooga,  TN   37421 (hereinafter called, together  with  its
successors  and  assigns,  if any, "Lessor"),  and  Petro  Source
Refining Corporation, a corporation organized and existing  under
the laws of the State of Texas with its mailing address and chief
place  of  business  at 9801 Westheimer,  Suite  900,  TX   77042
(hereinafter called "Lessee").


                           WITNESSETH:

I.   LEASING:

     (a)  Subject to the terms and conditions set forth below, Lessor
agrees  to  lease  to  Lessee, and Lessee agrees  to  lease  from
Lessor, the equipment ("Equipment") described in Annex A  to  any
schedule  hereto ("Schedule").  Terms defined in a  Schedule  and
not otherwise defined herein shall have the meanings ascribed  to
them in such Schedule.

     (b)  The obligation of Lessor to purchase Equipment from the
manufacturer or supplier thereof ("Supplier") and to lease the
same to Lessee under any Schedule shall be subject to receipt by
Lessor, prior to the Lease Commencement Date (with respect to
such Equipment), of each of the following documents in form and
substance satisfactory to Lessor:  (i) a Schedule relating to the
Equipment then to be leased hereunder, (ii)  Purchase Order
Assignment and Consent in the form of Annex B to the applicable
Schedule, unless Lessor shall have delivered its purchase order
for such Equipment, (iii) evidence of insurance which complies
with the requirements of Section IX, and (iv) such other
documents as Lessor may reasonably request. As a further
condition to such obligation of Lessor, Lessee shall, upon
delivery of such Equipment (but not later than the Last Delivery
Date specified in the applicable Schedule) execute and deliver to
Lessor a Certificate of Acceptance (in the form of Annex C to the
applicable Schedule) covering such Equipment, and, if requested
by Lessor, deliver to Lessor a bill of sale therefor (in form and
substance satisfactory to Lessor).  Lessor hereby appoints Lessee
its agent for inspection and acceptance of the Equipment from the
Supplier.  Upon execution by Lessee of any Certificate of
Acceptance, the Equipment described thereon shall be deemed to
have been delivered to, and irrevocably accepted by, Lessee for
lease hereunder.

II.  TERM, RENT AND PAYMENT:

     (a)  The rent payable hereunder and Lessee's right to use the
Equipment  shall commence on the date of execution by  Lessee  of
the   Certificate  of  Acceptance  for  such  Equipment   ("Lease
Commencement  Date").  The term of this Agreement  shall  be  the
period  specified in the applicable Schedule.   If  any  term  is
extended,  the  word  "term" shall be  deemed  to  refer  to  all
extended terms, and all provisions of this Agreement shall  apply
during   any   extended  terms,  except  as  may   be   otherwise
specifically provided in writing.

     (b)  Rent shall be paid to Lessor at its address stated above,
except as otherwise directed by Lessor.  Payments of rent shall
be in the amount set forth in, and due in accordance with, the
provisions of the applicable Schedule.  If one or more Advance
Rentals are payable, such Advance Rental shall be (i) set forth
on the applicable Schedule, (ii) due upon acceptance by Lessor of
such Schedule, and (iii) when received by Lessor, applied to the
first rent payment and the balance, if any, to the final rental
payment(s) under such Schedule.  In no event shall any Advance
Rental or any other rent payments be refunded to Lessee.  If rent
is not paid within ten (10) days of its due date, Lessee agrees
to pay a late charge of five cents ($.05) per dollar on, and in
addition to, the amount of such rent but not exceeding the lawful
maximum, if any.

III.  TAXES:  Except as provided in Section XIV(c), Lessee  shall
have  no  liability  for taxes imposed by the  United  States  of
America  or any State or political subdivision thereof which  are
on  or measured by the net income of Lessor.  Lessee shall report
(to  the  extent that it is legally permissible) and pay promptly
all  other taxes, fees and assessments due, imposed, assessed  or
levied   against  any  Equipment  (or  the  purchase,  ownership,
delivery,  leasing, possession, use or operation  thereof),  this
Agreement  (or any rentals or receipts hereunder), any  Schedule,
Lessor  or  Lessee  by  any  foreign,  federal,  state  or  local
government or taxing authority during or related to the  term  of
this  Agreement, including, without limitation, all  license  and
registration fees, and all sales, use, personal property, excise,
gross  receipts, franchise, stamp or other taxes, imposts, duties
and  charges,  together  with any penalties,  fines  or  interest
thereon   (all   hereinafter  called  "Taxes").    Lessee   shall
(i)   reimburse  Lessor  upon  receipt  of  written  request  for
reimbursement  for  any  Taxes charged  to  or  assessed  against
Lessor,  (ii)  on  request of Lessor, submit  to  Lessor  written
evidence  of Lessee's payment of Taxes, (iii) on all  reports  or
returns  show  the  ownership of the  Equipment  by  Lessor,  and
(iv) send a copy thereof to Lessor.

IV.  REPORTS:
     (a)  Lessee will notify Lessor in writing, within ten (10) days
after any tax or other lien shall attach to any Equipment, of the
full particulars thereof and of the location of such Equipment on
the date of such notification.

     (b)  Lessee will within one hundred twenty (120) days of the
close of each fiscal year of Lessee, deliver to Lessor, Lessee's
balance sheet and profit and loss statement, certified by a
recognized firm of certified public accountants.  Upon request
Lessee will deliver to Lessor quarterly, within one hundred
twenty (120) days of the close of each fiscal quarter of Lessee,
in reasonable detail, copies of Lessee's quarterly financial
report certified by the chief financial officer of Lessee.

     (c)  Lessee will permit Lessor to inspect any Equipment during
normal business hours.

     (d)  Lessee will keep the Equipment at the Equipment Location
(specified in the applicable Schedule) and will promptly notify
Lessor of any relocation of Equipment.  Upon the written request
of Lessor, Lessee will notify Lessor forthwith in writing of the
location of any Equipment as of the date of such notification.

     (e)  Lessee will promptly and fully report to Lessor in writing
if any Equipment is lost or damaged (where the estimated repair
costs would exceed ten percent (10%) of its then fair market
value), or is otherwise involved in an accident causing personal
injury or property damage.

     (f)  Within sixty (60) days after any request by Lessor, Lessee
will furnish a certificate of an authorized officer of Lessee
stating that he has reviewed the activities of Lessee and that,
to the best of his knowledge, there exists no default (as
described in Section XI) or event which with notice or lapse of
time (or both) would become such a default.

V.   DELIVERY, USE AND OPERATION:

     (a)  All Equipment shall be shipped directly from the supplier to
Lessee.


     (b)  Lessee agrees that the Equipment will be used by Lessee
solely in the conduct of its business and in a manner complying
with all applicable federal, state, and local laws and
regulations.

     (c)  LESSEE SHALL NOT ASSIGN, MORTGAGE, SUBLET OR HYPOTHECATE ANY
EQUIPMENT, OR THE INTEREST OF LESSEE HEREUNDER, NOR SHALL LESSEE
REMOVE ANY EQUIPMENT FROM THE CONTINENTAL UNITED STATES, WITHOUT
THE PRIOR WRITTEN CONSENT OF THE LESSOR.

     (d)  Lessee will keep the Equipment free and clear of all liens
and encumbrances other than those which result from acts of
Lessor.

VI.  SERVICE:

     (a)  Lessee will, at its sole expense, maintain each unit of
Equipment   in  good  operating  order,  repair,  condition   and
appearance  in  accordance  with manufacturer's  recommendations,
normal  wear  and tear excepted.  Lessee shall, if  at  any  time
requested  by Lessor, affix in a prominent position on each  unit
of  Equipment  plates, tags or other identifying  labels  showing
ownership thereof by Lessor.

     (b)  Lessee will not, without the prior consent of Lessor, affix
or install any accessory, equipment or device on any Equipment if
such addition will impair the originally intended function or use
of such Equipment.  With Lessor's consent, Lessee may remove any
additional accessories, equipment, or devices if Equipment is
restored to its original condition.  All additions, repairs,
parts, supplies, accessories, equipment, and devices furnished,
attached or affixed to any Equipment which are not readily
removable shall be made only in compliance with applicable law,
including Internal Revenue Service guidelines, and shall become
the property of Lessor.  Lessee will not, without the prior
written consent of Lessor and subject to such conditions as
Lessor may impose for its protection, affix or install any
equipment to or in any other personal or real property.

     (c)  Any alterations or modifications to the Equipment that may,
at any time during the term of this Agreement, be required to
comply with any applicable law, rule or regulation shall be made
at the expense of Lessee.

VII.  STIPULATED  LOSS VALUE:  Lessee shall  promptly  and  fully
notify  Lessor in writing if any unit of Equipment  shall  be  or
become worn out, lost, stolen, destroyed, irreparably damaged  in
the  reasonable determination of Lessee, or permanently  rendered
unfit  for use from any cause whatsoever (such occurrences  being
hereinafter  called  "Casualty  Occurrences").   On  the   rental
payment  date next succeeding a Casualty Occurrence (the "Payment
Date"),  Lessee  shall pay Lessor the sum of (x)  the  Stipulated
Loss  Value  of  such  unit calculated  as  of  the  rental  next
preceding  such  Casualty  Occurrence ("Calculation  Date");  and
(y)  all rental and other amounts which are due hereunder  as  of
the  Payment  Date.  Upon payment of all sums due hereunder,  the
term of this Lease as to such unit shall terminate and (except in
the case of the loss, theft or complete destruction of such unit)
Lessor shall be entitled to recover possession of such unit.

VIII.     LOSS OR DAMAGE:  Lessee hereby assumes and shall bear
the entire risk of any loss, theft, damage to, or destruction of,
any unit of Equipment from any cause whatsoever from the time the
Equipment is shipped to Lessee.

IX.  INSURANCE:  Lessee agrees, at its own expense, to keep all
Equipment insured for such amounts and against such hazards as
Lessor may require, including, but not limited to, insurance for
damage to or loss of such Equipment and liability coverage for
personal injuries, death or property damage, with Lessor named as
additional insured and with a loss payable clause in favor of
Lessor, as its interest may appear, irrespective of any breach of
warranty or other act or omission of Lessee.  The insurance shall
provide (i) liability coverage in an amount equal to at least ONE
MILLION U.S. DOLLARS ($1,000,000.00) total liability per
occurrence, unless otherwise stated in any Schedule, and
(ii) casualty/property damage coverage in an amount equal to the
higher of the Stipulated Loss value or the full replacement cost
of the Equipment; or at such other amounts as may be required by
Lessor.  All such policies shall be with companies, and on terms,
satisfactory to Lessor.  Lessee agrees to deliver to Lessor
evidence of insurance satisfactory to Lessor.  No insurance shall
be subject to any co-insurance clause.  Lessee hereby appoints
Lessor as Lessee's attorney-in-fact to make proof of loss and
claim for insurance, and to make adjustments with insurers and to
receive payment of and execute or endorse all documents, check or
drafts in connection with payments made as a result of such
insurance policies.  Any expense of Lessor in adjusting or
collecting insurance shall be borne by Lessee.  Lessee will not
make adjustments with insurers except (i) with respect to claims
for damage to any unit of Equipment where the repair costs do not
exceed ten percent (10%) of such unit's fair market value, or
(ii) with Lessor's written consent.  Said policies shall provide
that the insurance may not be altered or canceled by the insurer
until after thirty (30) days written notice to Lessor.  Lessor
may, at its option, apply proceeds of insurance, in whole or in
part, to (i) repair or replace Equipment or any portion thereof,
or (ii) satisfy any obligation of Lessee to Lessor hereunder.

X.   RETURN OF EQUIPMENT:

     (a)  Upon any expiration or termination of this Agreement or any
Schedule,  Lessee  shall promptly, at its own cost  and  expense:
(i)  perform  any  testing  and repairs  required  to  place  the
affected  units of Equipment in the same condition and appearance
as  when  received by Lessee (reasonable wear and tear  excepted)
and  in good working order for their originally intended purpose;
(ii) if deinstallation, disassembly or crating is required, cause
such  units  to  be deinstalled, disassembled and  crated  by  an
authorized  manufacturer's representative or such  other  service
person as is satisfactory to Lessor; and (iii) return such  units
to  a  location  within the continental United States  as  Lessor
shall direct.

     (b)  Until Lessee has fully complied with the requirements of
Section  X(a)  above, Lessee's rent payment  obligation  and  all
other  obligations under this Agreement shall continue from month
to  month  notwithstanding any expiration or termination  of  the
Lease  term.   Lessor  may  terminate  such  continued  leasehold
interest upon ten (10) days notice to Lessee.

XI.  DEFAULT:

     (a)  Lessor may in writing declare this Agreement in default if:
Lessee breaches its obligation to pay rent or any other sum  when
due  and  fails to cure the breach within ten (10)  days;  Lessee
breaches any of its insurance obligation under Section IX; Lessee
breaches  any  of its other obligations and fails  to  cure  that
breach within thirty (30) days after written notice thereof;  any
representation or warranty made by Lessee in connection with this
Agreement  shall be false or misleading in any material  respect;
Lessee  becomes  insolvent or ceases to do business  as  a  going
concern; any Equipment is illegally used; or a petition is  filed
by  or against Lessee or any Guarantor of Lessee's obligations to
Lessor under any bankruptcy or insolvency laws.  Such declaration
shall  apply to all Schedules except as specifically excepted  by
Lessor.

     (b)  After default, at the request of Lessor, Lessee shall comply
with the provisions of Section X(a).  Lessee hereby authorizes
Lessor to enter, with or without legal process, any premises
where any Equipment is believed to be and take possession
thereof.  Lessee shall, without further demand, forthwith pay to
Lessor (i) as liquidated damages for loss of a bargain and not as
a penalty, the Stipulated Loss Value of the Equipment (calculated
as of the rental next preceding the declaration of default), and
(ii) all rentals and other sums then due hereunder.  Lessor may,
but shall not be required to, sell Equipment at private or public
sale, in bulk or in parcels, with or without notice, and without
having the Equipment present at the place of sale; or Lessor may,
but shall not be required to lease, otherwise dispose of or keep
idle all or part of the Equipment; and Lessor may use Lessee's
premises for any or all of the foregoing without liability for
rent, costs, damages or otherwise.  The proceeds of sale, lease
or other disposition, if any, shall be applied in the following
order of priorities:  (1) to pay all of Lessor's costs, charges
and expenses incurred in taking, removing, holding, repairing and
selling, leasing or otherwise disposing of Equipment; then (2) to
the extent not previously paid by Lessee, to pay Lessor all sums
due from Lessee hereunder; then (3) to reimburse to Lessee any
sums previously paid by Lessee as liquidated damages; and (4) any
surplus shall be retained by Lessor.  Lessee shall pay any
deficiency in (1) and (2) forthwith.

       (c)  The foregoing remedies are cumulative, and any or all
thereof may be exercised in lieu of or in addition to each other
or any remedies at law, in equity, or under statute.  Lessee
waives notice of sale or other disposition (and the time and
place thereof), and the manner and place of any advertising.
Lessee shall pay Lessor's actual attorneys' fees incurred in
connection with the enforcement, assertion, defense or
preservation of Lessor's rights and remedies hereunder, or if
prohibited by law, such lesser sum as may be permitted.  Waiver
of any default shall not be a waiver of any other or subsequent
default.
     (d)  Any default under the terms of this or any other agreement
between Lessor and Lessee may be declared by Lessor a default
under this and any such other agreement.

XII. ASSIGNMENT:

     (a)   Lessor may, without the consent of Lessee, assign this
Agreement or any Schedule.  Lessee agrees that if Lessee receives
written notice of an assignment from Lessor, Lessee will pay  all
rent  and  all other amounts payable under any assigned Equipment
Schedule  to  such assignee or as instructed by  Lessor.   Lessee
further  agrees to confirm in writing receipt of  the  notice  of
assignment  as  may be reasonably requested by assignee.   Lessee
hereby  waives and agrees not to assert against any such assignee
any  defense,  set-off,  recoupment claim or  counterclaim  which
Lessee  has or may at any time have against Lessor for any reason
whatsoever.

      (b)  Lessor hereby consents and allows Lessee to sublease
equipment in place to its subsidiaries or affiliates; and Lessee
will in writing notify Lessor within thirty (30) days of any
change of an assignment of this equipment.

XIII.      NET LEASE; NO SET-OFF, ETC.:  This Agreement is not  a
net lease.  Lessee's obligation to pay rent and other amounts due
hereunder shall be absolute and unconditional.  Lessee shall  not
be  entitled  to  any  abatement or reductions  of,  or  set-offs
against,   said   rent  or  other  amounts,  including,   without
limitation,  those  arising or allegedly arising  out  of  claims
(present  or  future,  alleged or actual,  and  including  claims
arising  out  of strict tort or negligence of Lessor)  of  Lessee
against Lessor under this Agreement or otherwise.  Nor shall this
Agreement  terminate or the obligations of Lessee be affected  by
reason of any defect in or damage to, or loss of possession,  use
or  destruction of, any Equipment from whatsoever cause.   It  is
the  intention  of the parties that rents and other  amounts  due
hereunder  shall  continue to be payable in  all  events  in  the
manner and at the times set forth herein unless the obligation to
do  so  shall have been terminated pursuant to the express  terms
hereof.

XIV. INDEMNIFICATION:

     (a)  Lessee hereby agrees to indemnify, save and keep harmless
Lessor,  its agents, employees, successors and assigns  from  and
against any and all losses, damages, penalties, injuries, claims,
actions  and suits, including legal expenses, of whatsoever  kind
and nature, in contract or tort, whether caused by the active  or
passive negligence of Lessor or otherwise and including, but  not
limited  to,  Lessor's strict liability in tort, arising  out  of
(i) the selection, manufacture, purchase, acceptance or rejection
of  Equipment, the ownership of Equipment during the term of this
Agreement,  and  the  delivery, lease,  possession,  maintenance,
uses,  condition,  return or operation of  Equipment  (including,
without  limitation,  latent and other defects,  whether  or  not
discoverable  by  Lessor  or Lessee and  any  claim  for  patent,
trademark  or copyright infringement or environmental damage)  or
(iii) the condition of Equipment sold or disposed of after use by
Lessee, any sublessee or employees of Lessee.  Lessee shall, upon
request, defend any actions based on, or arising out of,  any  of
the foregoing.

     (b)  If as a result of a breach of any representation, warranty
or  covenant  of  the Lessee contained in this Agreement  or  any
Schedule (x) tax counsel of Lessor shall determine that Lessor is
not entitled to claim on its Federal income tax return all or any
portion  of  the Tax Benefits with respect to any  Equipment,  or
(y) any such Tax Benefit claimed on the Federal income tax return
of  Lessor  is  disallowed or adjusted by  the  Internal  Revenue
Service,  or (z) any such Tax Benefit is recomputed or recaptured
(any  such determination, disallowance, adjustment, recomputation
or  recapture  being  hereinafter called a "Loss"),  then  Lessee
shall pay to Lessor, as an indemnity and as additional rent, such
amount  as  shall,  in the reasonable opinion  of  Lessor,  cause
Lessor's  after-tax economic yields and cash flows,  computed  on
the  same assumptions, including tax rates (unless any adjustment
has  been made hereof, in which case the Effective Rate  used  in
the  next  preceding  adjustment shall be substituted),  as  were
utilized by Lessor in originally evaluating the transaction (such
yields  and  flows  being hereinafter called  the  "Net  Economic
Return")  to equal the Net Economic Return that would  have  been
realized  by  Lessor if such Loss had not occurred.  Such  amount
shall   be   payable  upon  demand  accompanied  by  a  statement
describing in reasonable detail such Loss and the computation  of
such amount.

       (c)  All of Lessor's right, privileges and indemnities contained
in this Section XIV shall survive the expiration or other
termination of this Agreement and the rights, privileges and
indemnities contained herein are expressly made for the benefit
of, and shall be enforceable by Lessor, its successors and
assigns.

XV.   DISCLAIMER:  LESSEE ACKNOWLEDGES THAT IT HAS  SELECTED  THE
EQUIPMENT  WITHOUT  ANY  ASSISTANCE FROM LESSOR,  ITS  AGENTS  OR
EMPLOYEES.   LESSOR  DOES NOT MAKE, HAS NOT MADE,  NOR  SHALL  BE
DEEMED  TO  MAKE  OR  HAVE MADE, ANY WARRANTY OR  REPRESENTATION,
EITHER  EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO  THE
EQUIPMENT  LEASED HEREUNDER OR ANY COMPONENT THEREOF,  INCLUDING,
WITHOUT  LIMITATION, ANY WARRANTY AS TO DESIGN,  COMPLIANCE  WITH
SPECIFICATIONS,    QUALITY   OF   MATERIALS    OR    WORKMANSHIP,
MERCHANTABILITY,  FITNESS  FOR ANY  PURPOSE,  USE  OR  OPERATION,
SAFETY,  PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT,  OR  TITLE.
All such risks, as between Lessor and Lessee, are to be borne  by
Lessee.   Without limiting the foregoing, Lessor  shall  have  no
responsibility  or liability to Lessee or any other  person  with
respect to any of the following, regardless of any negligence  of
Lessor (i) any liability, loss or damage caused or alleged to  be
caused  directly or indirectly by any Equipment,  any  inadequacy
thereof,  any deficiency or defect (latent or otherwise) therein,
or  any other circumstance in connection therewith; (ii) the use,
operation  or performance of any Equipment or any risks  relating
thereto;  (iii) any interruption of service, loss of business  or
anticipated  profits  or  consequential  damages;  or  (iv)   the
delivery,  operation, servicing, maintenance, repair, improvement
or  replacement of any Equipment.  If, and so long as, no default
exists  under  this  Lease,  Lessee  shall  be,  and  hereby  is,
authorized  during the term of this Lease to assert and  enforce,
at Lessee's sole cost and expense, from time to time, in the name
of  and  for  the  account  of Lessor  and/or  Lessee,  as  their
interests may appear, whatever claims and rights Lessor may  have
against any Supplier of the Equipment.

XVI. REPRESENTATIONS AND WARRANTIES OF LESSEE:  Lessee hereby
represents and warrants to Lessor that on the date hereof and on
the date of execution of each Schedule:

     (a)  Lessee has adequate power and capacity to enter into, and
perform   under,   this  Agreement  and  all  related   documents
(together,  the Documents") and is duly qualified to do  business
wherever   necessary  to  carry  on  its  present  business   and
operations, including the jurisdiction(s) where the Equipment  is
or is to be located.

     (b)  The documents have been duly authorized, executed and
delivered by Lessee and constitute valid, legal and binding
agreements, enforceable in accordance with their terms, except to
the extent that the enforcement of remedies therein provided may
be limited under applicable bankruptcy and insolvency laws.
     
     (c)  No approval, consent or withholding of objections is
required from any governmental authority or instrumentality with
respect to the entry into or performance by Lessee of the
Documents except such as have already been obtained.

     (d)  The entry into and performance by Lessee of the Documents
will not:  (i) violate any judgment, order, law or regulation
applicable to Lessee or any provision of Lessee's Certificate of
Incorporation or By-Laws; or (ii) result in any breach of,
constitute a default under or result in the creation of any lien,
charge, security interest or other encumbrance upon any Equipment
pursuant to any indenture, mortgage, deed of trust, bank loan or
credit agreement or other instrument (other than this Agreement)
to which Lessee is a party.

     (e)  There are no suits or proceedings pending or threatened in
court or before any commission, board or other administrative
agency against or affecting Lessee, which will have a material
adverse effect on the ability of Lessee to fulfill its
obligations under this Agreement.

     (f)  The Equipment accepted under any Certificate of Acceptance
is and will remain tangible personal property.

     (g)  Each Balance Sheet and Statement of Income delivered to
Lessor has been prepared in accordance with generally accepted
accounting principles, and since the date of the most recent such
Balance Sheet and Statement of Income, there has been no material
adverse change.

     (h)  Lessee is and will be at all times validly existing and in
good standing under the laws of the state of its incorporation
(specified in the first sentence of this Agreement).

     (i)  The Equipment will at all times be used for commercial or
business purposes.

XVII.     EARLY TERMINATION:

     (a)  On or after the First Termination Date (specified in the
applicable  Schedule), Lessee may, so long as no  default  exists
hereunder, terminate this Agreement as to all (but not less  than
all)  of the Equipment on such Schedule as of a rent payment date
("Termination Date") upon at least ninety (90) days prior written
notice to Lessor.

     (b)  Lessee shall, and Lessor may, solicit cash bids for the
Equipment on an AS IS, WHERE IS BASIS without recourse to or
warranty from Lessor, express or implied ("AS IS BASIS").  Prior
to the Termination Date, Lessee shall (i) certify to Lessor any
bids received by Lessee and (ii) pay to Lessor (A) the
Termination Value (calculated as of the rental due on the
Termination Date) for the Equipment, and (B) all rent and other
sums due and unpaid as of the Termination Date.

     (c)  Provided that all amounts due hereunder have been paid on
the Termination Date, Lessor shall (i) sell the Equipment on an
AS IS BASIS for cash to the highest bidder and (ii) refund the
proceeds of such sale (net of any related expenses) to Lessee up
to the amount of the Termination Value.  If such sale is not
consummated, no termination shall occur and Lessor shall refund
the Termination Value (less any expenses incurred by Lessor) to
Lessee.
     
     (d)  Notwithstanding the foregoing, Lessor may elect by written
notice, at any time prior to the Termination Date, not to sell
the Equipment.  In that event, on the Termination Date Lessee
shall (i) return the Equipment (in accordance with Section X) and
(ii) pay to Lessor all amounts required under Section XVII(b)
less the amount of the highest bid certified by Lessee to Lessor.

XVIII.    PURCHASE OPTION:

     (a)  So long as no default exists hereunder and the Lease has not
been earlier terminated, Lessee may at lease expiration, upon  at
least  sixty  (60) days prior written notice to Lessor,  purchase
all  (but not less than all) of the Equipment in any Schedule  on
an  AS  IS  WHERE IS BASIS, without recourse to or warranty  from
Lessor,  express  or implied, for cash equal  to  its  then  Fair
Market Value (plus all applicable sales taxes).

     (b)  "Fair Market Value" shall mean the price which a willing
buyer (who is neither a lessee in possession nor a used equipment
dealer) would pay for the Equipment in an arm's-length
transaction to a willing seller under no compulsion to sell;
provided, however, that in such determination:  (i) the Equipment
shall be assumed to be in the condition in which it is required
to be maintained and returned under this Agreement; (ii) in the
case of any installed Equipment, that Equipment shall be valued
on an installed basis; and (iii) costs of removal from current
location shall not be a deduction from such valuation.  If Lessor
and Lessee are unable to agree on the Fair Market Value at least
forty-five (45) days before lease expiration, Lessor shall
appoint an independent appraiser (reasonably acceptable to
Lessee) to determine Fair Market Value, and that determination
shall be final, binding and conclusive.  Lessee shall bear all
costs associated with any such appraisal.

     (c)  Lessee shall be deemed to have waived this option unless it
provides Lessor with written notice of its irrevocable election
to exercise the same within fifteen (15) days after Fair Market
Value is determined (by agreement or appraisal.

XIX. MISCELLANEOUS:

     (a)  LESSEE HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY
TRIAL  OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING  OUT
OF,  DIRECTLY  OR  INDIRECTLY, THIS LEASE,  ANY  OF  THE  RELATED
DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR RELATING TO THE
SUBJECT  MATTER OF THIS TRANSACTION OR ANY RELATED  TRANSACTIONS,
AND/OR  THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE
AND  LESSOR.   THE  SCOPE OF THIS WAIVER IS INTENDED  TO  BE  ALL
ENCOMPASSING  OF ANY AND ALL DISPUTES THAT MAY BE  FILED  IN  ANY
COURT  (INCLUDING,  WITHOUT  LIMITATION,  CONTRACT  CLAIMS,  TORT
CLAIMS,  BREACH  OF  DUTY CLAIMS, AND ALL OTHER  COMMON  LAW  AND
STATUTORY  CLAIMS).  THIS WAIVER IS IRREVOCABLE MEANING  THAT  IT
MAY  NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE  WAIVER
SHALL  APPLY  TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR  MODIFICATIONS TO THIS LEASE, ANY RELATED DOCUMENTS, OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY
RELATED TRANSACTION.  IN THE EVENT OF LITIGATION, THIS LEASE  MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     (b)  Unless and until Lessee exercises its rights under Section
XVIII above, nothing herein contained shall give or convey to
Lessee any right, title or interest in and to any Equipment
except as a lessee.  Any cancellation or termination by Lessor,
pursuant to the provisions of this Agreement, any Schedule,
supplement or amendment hereto, or the lease of any Equipment
hereunder, shall not release Lessee from any then outstanding
obligations to Lessor hereunder.  All Equipment shall at all
times remain personal property of Lessor regardless of the degree
of its annexation to any real property and shall not by reason of
any installation in, or affixation to, real or personal property
become a part thereof.

     (c)  Time is of the essence of this Agreement.  Lessor's failure
at any time to require strict performance by Lessee of any of the
provisions hereof shall not waive or diminish Lessor's right
thereafter to demand strict compliance therewith.  Lessee agrees,
upon Lessor's request, to execute any instrument necessary or
expedient for filing, recording or perfecting the interest of
Lessor.  All notices required to be given hereunder shall be
deemed adequately given if sent by registered or certified mail
to the addressee at its address stated herein, or at such other
place as such addressee may have designated in writing.  This
Agreement and any Schedule and Annexes thereto constitute the
entire agreement of the parties with respect to the subject
matter hereof.  NO VARIATION OR MODIFICATION OF THIS AGREEMENT OR
ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS SHALL BE VALID
UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
THE PARTIES HERETO.

     (d)  In case of a failure of Lessee to comply with any provision
of this Agreement, Lessor shall have the right, but shall not be
obligated, to effect such compliance, in whole or in part; and
all moneys spent and expenses and obligations incurred or assumed
by Lessor in effecting such compliance shall constitute
additional rent due to Lessor within five (5) days after the date
Lessor sends notice to Lessee requesting payment.  Lessor's
effecting such compliance shall not be a waiver of Lessee's
default.

     (e)  Any rent or other amounts not paid to Lessor when due
hereunder shall bear interest, both before and after any judgment
or termination hereof, at the lesser of eighteen percent (18%)
per annum or the maximum rate allowed by law.  Any provisions in
this Agreement and any Schedule which are in conflict with any
statute, law or applicable rule shall be deemed omitted, modified
or altered to conform thereto.
     
     IN  WITNESS  WHEREOF,  Lessee and Lessor  have  caused  this
Schedule  to be executed by their duly authorized representatives
as of the date first above written.

LESSOR:                            LESSEE:

Astec Financial Services,Inc.      Petro Source Refining
Corporation

Name:                               Name: Don Pine
Title:                             Title: Vice President & CFO