EXECUTION COPY


                            Non-Competition Agreement
         Between Energy Services Acquisition Corp., S.T. Pipeline, Inc.
                             and Pauletta Sue Shafer


     WHEREAS,  Energy Services  Acquisition Corp. (the "Company") and Ms. Shafer
acknowledge that an essential element to the Company's  decision to acquire S.T.
Pipeline, Inc. ("STP") is predicated upon her willingness to agree to enter into
this non-competition  agreement (the "Agreement") and to restrict her activities
in accordance with the terms and conditions of this Agreement.

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which each party acknowledges, the
parties agree as follows:

         1. Non-Compete/Confidentiality.

     (a) For a period of two (2) years from the Closing Date of the  acquisition
of STP by the Company, Ms. Shafer, will not, directly or indirectly,  compete in
any  manner  with  the  Company  or STP,  including,  but not  limited  to:  (i)
soliciting  any  client  of  the  Company  or  STP to  transact  business;  (ii)
transacting  business with a competitor of the Company or STP; (iii) interfering
or  damaging  a  relationship  between  the  Company  or STP  and  any of  their
customers;  (iv)  soliciting  an  employee of the Company or STP; or (v) selling
products  similar to the  products  sold by the  Company or STP in their  market
area.  Moreover,  Ms.  Shafer  shall  treat  as  confidential  information,  all
information  pertaining to the Company or STP. The parties acknowledge that this
Agreement  shall not preclude Ms. Shafer from  entering  into an agreement  with
another  company that does not compete,  directly or indirectly with the Company
or STP.

     (b) The parties  hereto  acknowledge  that the  potential  restrictions  on
Employee's  future activities as set forth at Section 1(a) is reasonable in both
duration and geographic  scope and in all other respects.  In the event that the
provisions  of Section  1(a)  should  ever be deemed to exceed the  duration  or
geographic   limitations  or  scope  permitted  by  applicable  law,  then  such
provisions  shall be reformed to the maximum time or geographic  limitations  or
scope,  as the case may be,  permitted by applicable  law, and the parties agree
that the restrictions  and  prohibitions  contained herein shall be effective to
the fullest extent allowed under applicable law in such jurisdiction.

     (c) The parties  acknowledge  that it would be  impossible to determine the
amount of damages that would result from any breach of any of the  provisions of
Section 1(a) and that the remedy at law for any breach, or threatened breach, of
any of such provisions  would likely be inadequate and  accordingly,  each party
agrees that in addition to any other rights or remedies which it may have at law
or in equity,  the non-breaching  party would be entitled to seek such equitable
and  injunctive  relief  as  may  be  available  from  any  court  of  competent
jurisdiction  to restrain a party from  violating any of the  provisions of this
Agreement.  In connection  with any action or proceeding  for such  equitable or
injunctive  relief,  each party hereby waives any claim or defense that a remedy
at law alone is adequate and agrees,  to the maximum extent permitted by law, to
have each  such  provision  of  Section  1(a)  specifically  enforced  against a

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violating party, without the necessity of posting bond or other security against
the violating party, and consents to the entry of equitable or injunctive relief
against the violating  party  enjoining or restraining  any breach or threatened
breach of Section 1(a).

     2.  Reformation.   Each  party  hereto   acknowledges  that  the  potential
restrictions  on Ms.  Shafer's  future  activities  as set forth at Section 1 is
reasonable in both duration and geographic  scope and in all other respects.  In
the event that the  provisions  of Section 1 should ever be deemed to exceed the
duration or geographic  limitations or scope  permitted by applicable  law, then
such provisions shall be reformed to the maximum time or geographic  limitations
or scope, as the case may be, permitted by applicable law, and the parties agree
that the restrictions  and  prohibitions  contained herein shall be effective to
the fullest extent allowed under applicable law in such jurisdiction.

     3.  Specific  Performance.   Each  party  acknowledges  that  it  would  be
impossible  to determine the amount of damages that would result from any breach
of any of the provisions of Section 1 and that the remedy at law for any breach,
or threatened  breach,  of any of such provisions would likely be inadequate and
accordingly,  each party agrees that in addition to any other rights or remedies
which it may have at law or in equity, the non-breaching party would be entitled
to seek such equitable and injunctive  relief as may be available from any court
of  competent  jurisdiction  to  restrain  a  party  from  violating  any of the
provisions of this  Agreement.  In connection  with any action or proceeding for
such  equitable or  injunctive  relief,  each party  hereby  waives any claim or
defense that a remedy at law alone is adequate and agrees, to the maximum extent
permitted by law, to have each such provision of Section 1 specifically enforced
against a  violating  party,  without  the  necessity  of posting  bond or other
security  against the violating party, and consents to the entry of equitable or
injunctive  relief  against the violating  party  enjoining or  restraining  any
breach or threatened breach of Section 1.

4. Miscellaneous.

     (a)  Amendment;  Waiver.  This Agreement  shall not be amended,  altered or
modified in any manner whatsoever,  except by a written  instrument  executed by
the  parties  hereto.  No waiver of any  breach or  default  hereunder  shall be
considered  valid  unless in writing and signed by the party giving such waiver,
and no such waiver shall be deemed a waiver of any subsequent breach of the same
or similar nature.

     (b)   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts  (including by  facsimile),  each of which shall be deemed to be an
original, but all of which shall constitute one and the same instrument.

     (c) Governing Law. This Agreement  shall be deemed to be made in and in all
respects shall be interpreted,  construed and governed by and in accordance with
the laws of the State of Illinois, without regard to conflict of law principles.

     (d)  Jurisdiction.  Any legal  action or  proceeding  with  respect to this
Agreement  may be brought in the courts of the State of West  Virginia  and,  by
execution and notice as provided in this  Agreement,  each party hereby  accepts
for itself and in respect of its property,  generally and  unconditionally,  the
jurisdiction of the aforesaid  courts.  Each party  irrevocably  consents to the
service of process out of any of the aforementioned courts in any such action or

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proceeding by the delivery of notice as provided in this Agreement, such service
to become effective upon such delivery.

     (e) Notices. All notices,  requests,  instructions and other communications
to be given hereunder by any party to the other shall be in writing and shall be
deemed given if personally  delivered,  telecopied (with confirmation) or mailed
by registered or certified mail, postage prepaid (return receipt requested),  to
such party at its address  set forth  below or such other  address as such party
may  specify  to the other  party by notice  provided  in  accordance  with this
Section 5(e).

                  If to Employer:

                           Energy Services Acquisition Corp.
                           2450 First Avenue
                           Huntington, West Virginia  25703
                           Telephone:  (304) 399-2318
                           Facsimile:

                  with a copy (which shall not constitute notice) to:

                           Alan Schick, Esq.
                           Luse Gorman Pomerenk & Schick, P.C.
                           5335 Wisconsin Avenue, NW, Suite 400
                           Washington, DC 20015
                           Telephone:  (202) 274-2008
                           Facsimile:  (202) 362-2902

                  If to Ms. Shafer:

                           Pauletta Sue Shafer
                           359 Spencer Road
                           Clendenin, West Virginia 25045
                           Telephone:
                           Facsimile:


     (f) Parties In  Interest.  This  Agreement  shall be binding upon and inure
solely to the  benefit of each party  hereto  and their  respective  successors,
assigns,  estate, heirs,  executors,  administrators,  subsidiaries,  affiliated
entities,  officers,  directors,  employees,  agents,  representatives and other
legal representatives, as the case may be. Nothing in this Agreement, express or
implied, is intended to confer upon any other person,  other than parties hereto
and  their   respective   successors,   assigns,   estate,   heirs,   executors,
administrators and other legal  representatives,  as the case may be, any rights
remedies, obligations or liabilities under or by reason of this Agreement.

     (g)  Assignment.  This Agreement  shall not be assigned by law or otherwise
without the prior written consent of the other party hereto.

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     (h) Compliance. A party's failure to insist upon strict compliance with any
provision  of this  Agreement or the failure to assert any right that such party
may have  hereunder  shall not be deemed to be waiver of such provision or right
or any other provision or right of this Agreement.

     (i) Captions. The section and paragraph captions herein are for convenience
of reference  only, do not  constitute  part of this  Agreement and shall not be
deemed to limit or otherwise affect any of the provisions hereof.

     (j) Severability.  Any term or provision of this Agreement which is invalid
or  unenforceable  in  any  jurisdiction  shall,  as to  that  jurisdiction,  be
ineffective  to the  extent  of such  invalidity  and  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement in any other  jurisdiction.  If any provision of this  Agreement is so
broad as to be  unenforceable,  the provision shall be interpreted to be only so
broad as is enforceable.



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     IN WITNESS WHEREOF, the parties have executed this Agreement on this
date.

                                               Energy Services Acquisition Corp.

                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                               S.T. Pipeline, Inc.

                                          By:
                                               ---------------------------------
                                               Name:
                                               Title:



                                               ---------------------------------
                                               Pauletta Sue Shafer