INDIVIDUAL LEASING RECORD NO. 63
 
  New orQty.
    
    Used
    
    Make/Manufacturer and Description
    
    Model No
    
    Serial No.4
    
    
    New
    
    2009 Peterbilt Tractors
    
    
    388
    
    
    1XPWD49X39D7703161XPWD49X09D7698971XPWD49X49D7698991XPWD49X39D769893
 Location of Equipment:
    
    240 Jasmine Road
    
    Crowley
    
    Acadia
    
    LA
    
    
    70526(Street Address)
    
    (Town/City)
    
    (Parish)
    
    (State)
    
    Zip)
  1.
    
    Total Acquisition Cost: S447.717.20.2.
    
    Lease Term: Sixty (60) calendar months (plus, if applicable, any partial first month)
commencing on the date of this Individual Leasing Record and ending
on January 9, 2014.3.
    
    Rent:
    
    (a) for each full calendar month: $6,646.81 (plus applicable sales/use tax), payable on
the 9th day of each
calendar month, in advance, commencing on January 9, 2009, and the same amount on
the 9th day of each consecutive month thereafter throughout the lease
term.(b) for partial first month:
$6,425.24 (plus applicable sales/use tax), payable on
December 11, 2008.4.
    
    The undersigned Lessee hereby acknowledges that it has reviewed and approved the
purchase order, supply contract or purchase agreement covering each Item of Equipment
described above and that each such Item (i) was selected by Lessee, (ii) has been, as of
the Date of Delivery of Equipment specified hereinabove, delivered to, and inspected by,
Lessee, (iii) is of a size, design, capacity, and manufacture acceptable to Lessee and
suitable for purposes of accepting those items under the Lease and making them subject to
the Schedule and the Lease, (iv) is in good working order,
repair, and condition, (v) has
been installed to Lessees satisfaction and unconditionally and irrevocably accepted by
Lessee, and (vi) has been tested by Lessee (to the extent Lessee deems appropriate in
order to make this certification. The undersigned Lessor and the undersigned Lessee
hereby agree that the Equipment described above is hereby leased from Lessor to Lessee
under the Equipment Leasing Agreement between Lessor and Lessee dated as of October 2,
2001 (the Lease), is subject to all of the terms, conditions, and provisions thereof, as
supplemented by the terms, conditions, and provisions of the above-referenced Lease
Schedule and any Riders annexed to and made a part of said Lease Schedule, and the terms
and conditions hereof, and that this Individual Leasing Record is made a part of, and
incorporates by reference all of the terms, conditions, and provisions of, the Lease.
The undersigned Lessee hereby agrees to pay the rent for all Items of Equipment covered by
this Individual Leasing Record, in the amounts and at the times specified above and
reaffirms its acknowledgments and agreements in Section 4 of the Lease. Capitalized
terms used herein shall have the meaning given to such terms in the Lease.
  Francis Drilling Fluids, Ltd.
(Lessee)
    
    Capital One, National Association
(Lessor)By:
    
    /s/ Michael G. Francis
    
    By:Name:
    
    Michael G. Francis
    
    Name:Title:
    
    President
    
    Title:




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##### 



LEASE SCHEDULE NO. 63
  1.
    
    Description of the Equipment covered by this Schedule (the Equipment):
 New orQty.
    
    Used
    
    Make/Manufacturer and Description
    
    Model No.
    
    Serial No.4
    
    
    New
    

2009 Peterbilt Tractors
    
    
    388
    
    
    1XPWD49X39D7703161XPWD49X09D7698971XPWD49X49D7698991XPWD49X39D769893
 2.
    
    Location of 
Equipment: 240 Jasmine Road
    
    Crowley
    
    Acadia
    
    LA
    
    
    70526(Street Address)
    
    (Town/City)
    
    (Parish)
    
    (State)
    
    (Zip)
 3.
    
    The aggregate Acquisition Cost of the Equipment shall not
exceed $447,717.20,
and the Equipment shall not be delivered and accepted by Lessee after December 31,
2008, unless Lessor otherwise agrees in writing. Lessor shall have no obligation
to acquire and lease any Item of Equipment to Lessee if (a) a material adverse
change in the financial condition of Lessee (or of any guarantor of Lessees
obligations under the Lease) has occurred since October 13, 2008, or (b) an event
which is (or with notice or lapse of time or both would become) an Event of Default
under the Lease has occurred.4.
    
    Rent (as a percentage of Acquisition Cost of each Item of the Equipment):
1.484600% for each full calendar month, and N/A% for each day of any partial first
month. Lessee shall pay the rent to Lessor in advance during the lease term on the
dates specified in the Individual Leasing Record for each Item of the Equipment.5.
    
    Lease Term of the Equipment: sixty (60) full calendar month (plus any partial
first month), commencing, as to each Item, on the date of the Individual Leasing
Record therefore, and unless sooner terminated in accordance with the provisions of
the Lease, ending on the date specified in such Individual Leasing Record.6.
    
    Terminal Rental Adjustment Clause: See Section 24 of the Lease.7.
    
    Casualty Loss Value Payment Date:þ The rent payment date next preceding or coincident with the
date of loss (if rent is paid in advance); oro The rent payment date next
following the date of loss (if rent is paid in arrears).8.
    
    Comprehensive Public Liability Insurance:
$1,000,000.00 per occurrence. 
Property Damage
Insurance: In an amount equal to the Acquisition
Cost.9.
    
    Other Conditions or Riders (if none, so state): Tax Indemnification Rider, Motor
Vehicle Rider, Terminal Rental Adjustment Rider, and Trac Rider Business Use.
  Francis Drilling Fluids, Ltd.
(Lessee)
    
    Capital One, National Association
(Lessor)By:
    
    /s/ Michael G. Francis
    
    By:Name:
    
    Michael G. Francis
    
    Name:Title:
    
    President
    
    Title:




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##### 



SCHEDULE OF CASUALTY LOSS VALUES
  
 Termination Schedule
 termination
    
    
    
    
    
    
    
    
    
    
    terminationtermination
    
    
    value
    
    
    
    
    
    
    termination
    
    
    valuedate
    
    value
    
    
    % of basis
    
    
    date

    
    value
    
    
    % of basisDec-08
    
    
    441,291.96
    
    
    
    98.56488873
    
    
    Jan-12
    
    
    249,499.74
    
    
    
    55.72708320Jan-09
    
    
    436,858.60
    
    
    
    97.57467476
    
    
    Feb-12
    
    
    243,741.57
    
    
    
    54.44096528Feb-09
    
    
    432,358.22
    
    
    
    96.56948976
    
    
    Mar-12
    
    
    237,949.65
    
    
    
    53.14731130Mar-09
    
    
    427,828.63
    
    
    
    95.55778387
    
    
    Apr-12
    
    
    232,123.88
    
    
    
    51.84609405Apr-09
    
    
    423,269.75
    
    
    
    94.53953352
    
    
    May-12
    
    
    226,298.08
    
    
    
    50.54487006May-09
    
    
    418,632.06
    
    
    
    93.50368078
    
    
    Jun-12
    
    
    220,443.13
    
    
    
    49.23713748Jun-09
    
    
    413,956.09
    
    
    
    92.45927721
    
    
    Jul-12
    
    
    214,588.04
    
    
    
    47.92937190Jul-09
    
    
    409,200.83
    
    
    
    91.39716578
    
    
    Aug-12
    
    
    208,703.72
    
    
    
    46.61507682Aug-09
    
    
    404,406.92
    
    
    
    90.32641960
    
    
    Sep-12
    
    
    202,785.20
    
    
    
    45.29314387Sep-09
    
    
    399,582.75
    
    
    
    89.24891562
    
    
    Oct-12
    
    
    196,866.27
    
    
    
    43.97112065Oct-09
    
    
    394,678.70
    
    
    
    88.15357029
    
    
    Nov-12
    
    
    190,917.91
    
    
    
    42.64252237Nov-09
    
    
    389,735.51
    
    
    
    87.04948400
    
    
    Dec-12
    
    
    184,935.12
    
    
    
    41.30623453Dec-09
    
    
    384,761.53
    
    
    
    85.93851943
    
    
    Jan-13
    
    
    178,951.66
    
    
    
    39.96979853Jan-10
    
    
    379,707.07
    
    
    
    84.80957858
    
    
    Feb-13
    
    
    172,938.57
    
    
    
    38.62674141Feb-10
    
    
    374,612.99
    
    
    
    83.67178939
    
    
    Mar-13
    
    
    166,890.81
    
    
    
    37.27594248Mar-10
    
    
    369,487.57
    
    
    
    82.52700014
    
    
    Apr-13
    
    
    160,808.26
    
    
    
    35.91737377Apr-10
    
    
    364,330.70
    
    
    
    81.37518552
    
    
    May-13
    
    
    154,724.65
    
    
    
    34.55856706May-10
    
    
    359,148.53
    
    
    
    80.21772107
    
    
    Jun-13
    
    
    148,611.07
    
    
    
    33.19306771Jun-10
    
    
    353,934.97
    
    
    
    79.05324404
    
    
    Jul-13
    
    142,496.31
    
    
    
    31.82730241Jul-10
    
    
    348,695.88
    
    
    
    77.88306611
    
    
    Aug-13
    
    
    136,351.48
    
    
    
    30.45482225Aug-10
    
    
    343,425.22
    
    
    
    76.70583497
    
    
    Sep-13
    
    
    130,171.51
    
    
    
    29.07449395Sep-10
    
    
    338,122.57
    
    
    
    75.52146123
    
    
    Oct-13
    
    
    123,990.08
    
    
    
    27.69383991Oct-10
    
    
    332,794.04
    
    
    
    74.33130637
    
    
    Nov-13
    
    
    117,778.38
    
    
    
    26.30642340Nov-10
    
    
    327,433.65
    
    
    
    73.13403444
    
    
    Dec-13
    
    
    111,531.30
    
    
    
    24.91110481Dec-10
    
    
    322,040.96
    
    
    
    71.92954751
    
    
    Jan-14
    
    
    111,929.30
    
    
    
    25.00000000Jan-11
    
    
    316,622.01
    
    
    
    70.71919833Feb-11
    
    
    311,170.92
    
    
    
    69.50166755Mar-11
    
    
    305,687.19
    
    
    
    68.27684856Apr-11
    
    
    300,170.72
    
    
    
    67.04471502May-11
    
    
    294,641.48
    
    
    
    65.80973054Jun-11
    
    
    289,081.90
    
    
    
    64.56796745Jul-11
    
    
    283,509.37
    
    
    
    63.32331459Aug-11
    
    
    277,906.36
    
    
    
    62.07185222Sep-11
    
    
    272,270.17
    
    
    
    60.81297902Oct-11
    
    
    266,620.73
    
    
    
    59.55114706Nov-11
    
    
    260,940.56
    
    
    
    58.28245068Dec-11
    
    
    255,226.93
    
    
    
    57.00628120
  Francis Drilling Fluids, Ltd.
(Lessee)
    
    Capital One, National Association
(Lessor)By:
    
    /s/ Michael G. Francis
    
    By:Name:
    
    Michael G. Francis
    
    Name:Title:
    
    President
    
    Title:




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##### 



MOTOR VEHICLE RIDER
          Francis Drilling Fluids, Ltd.
(Lessee)
    
    Capital One, National Association
(Lessor)By:
    
    /s/ Michael G. Francis
    
    By:Name:
    
    Michael G. Francis
    
    Name:Title:
    
    President
    
    Title:




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##### 



TAX INDEMNIFICATION RIDER
    Francis Drilling Fluids, Ltd.
(Lessee)
    
    Capital One, National Association
(Lessor)By:
    
    /s/ Michael G. Francis
    
    By:Name:
    
    Michael G. Francis
    
    Name:Title:
    
    President
    
    Title:




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##### 



TERMINAL RENTAL ADJUSTMENT RIDER
       Francis Drilling Fluids, Ltd.
(Lessee)
    
    Capital One, National Association
(Lessor)By:
    
    /s/ Michael G. Francis
    
    By:Name:
    
    Michael G. Francis
    
    Name:Title:
    
    President
    
    Title:




---



##### 



th
 Francis Drilling Fluids, Ltd.
(Lessee)
    
    Capital One, National Association
(Lessor)By:
    
    /s/ Michael G. Francis
    
    By:Name:
    
    Michael G. Francis
    
    Name:Title:
    
    President
    
    Title:




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##### 



LESSEES CERTIFICATION
     th
 Francis Drilling Fluids, Ltd.
(Lessee)By:Name:Title:




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##### 



GUARANTOR FURTHER AGREES TO INDEMNIFY AND HOLD
HARMLESS LESSOR FROM ANY AND ALL LOSSES, DAMAGES, COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION,
COSTS OF COURT AND ATTORNEYS FEES INCURRED BY LESSOR) IN THE EVENT OF ANY DEFAULT BY GUARANTOR OF
HIS OBLIGATIONS UNDER THIS AGREEMENT.
   by




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##### 



a




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##### 



by
  GUARANTORX
    
    /s/ Michael G. FrancisMichael G. FrancisSSN: xxx-xx-2806Address: 240 Jasmine RdCrowley, LA 70527