EXHIBIT 10.7
 INDIVIDUAL LEASING RECORD NO. 61
 
 EQUIPMENT LEASEDNew orQty.
    
    Used
    
    Make/Manufacturer and Description
    

Model No.
    

Serial No.4
    
    New
    
    2009 Peterbilt Tractors
    
    
    
    1XPWD49X19D769892
1XPWD49XX9D769891
1XPWD49X29D769898
1XPWD49X19D770315
 Location of Equipment:
    240 Jasmine Road
    Crowley
    
    Acadia
    
    LA
    
    
    70526(Street Address)
    (Town/City)
    
    (Parish)
    
    (State)
    
    (Zip)
  1.
    
    Total Acquisition Cost: $447,717.20.2.
    
    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
December 9, 2013.3.
    
    Rent:     (a)  for each full calendar month: $6,743.74 (plus applicable sales/use tax), payable on the 9th day of
each calendar month, in advance, commencing on December 9, 2008, and the same
amount on the 9th day of each consecutive month thereafter throughout the lease
term.
 (b)  for partial first month: $4,720.59 (plus applicable sales/use tax), payable on
November 18, 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.
    
    Capital One, National Association(Lessee)
    
    
    
    (Lessor)By: 
Name:
    
    /s/ Michael G. Francis

Michael G. Francis
    
    By:
Name:Title:
    
    President
    
    Title:




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##### 



LEASE SCHEDULE NO. 61
  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
    
    
    
    1XPWD49X19D769892
1XPWD49XX9D769891
1XPWD49X29D769898
1XPWD49X19D770315
 2.   Location
of Equipment:
    
    240 Jasmine Road
(Street Address)
    
    Crowley
(Town/City)
    
    Acadia
(Parish)
    
    LA
(State)
    
    70526
(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): 1.50625% 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.
    
    Capital One, National Association(Lessee)
    
    
    
    (Lessor)By: 
Name:
    
    /s/ Michael G. Francis

Michael G. Francis
    
    By:
Name:Title:
    
    President
    
    Title:




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##### 



SCHEDULE OF CASUALTY LOSS VALUES
  
 Termination Schedule
 terminationtermination
    
    valuedate
    
    value
    
    % of basisNov-08
    
    442,996.61
    
    98.94563130Dec-08
    
    438,763.92
    
    98.00023671Jan-09
    
    434,252.47
    
    96.99258049Feb-09
    
    429,710.69
    
    95.97815194Mar-09
    
    425,138.49
    
    94.95692583Apr-09
    
    420,530.54
    
    93.92771532May-09
    
    415,837.93
    
    92.87959565Jun-09
    
    411,109.08
    
    91.82338238Jul-09
    
    406,295.16
    
    90.74816844Aug-09
    
    401,449.79
    
    89.66593061Sep-09
    
    396,567.57
    
    88.57546066Oct-09
    
    391,599.76
    
    87.46587396Nov-09
    
    386,599.93
    
    86.34913537Dec- 09
    
    381,562.62
    
    85.22402458Jan- 10
    
    376,439.19
    
    84.07967966Feb-10
    
    371,283.16
    
    82.92805343Mar- 10
    
    366,094.41
    
    81.76911876Apr- 10
    
    360,874.06
    
    80.60312580May- 10
    
    355,626.82
    
    79.43112778Jun- 10
    
    350,347.75
    
    78.25201843Jul-10
    
    345,041.59
    
    77.06685956Aug-10
    
    339,702.15
    
    75.87426740Sep-10
    
    334,330.49
    
    74.67448031Oct-10
    
    328,931.44
    
    73.46857362Nov-10
    
    323,498.76
    
    72.25515638Dec- 10
    
    318,033.49
    
    71.03445966Jan- 11
    
    312,540.51
    
    69.80757249Feb- 11
    
    307,013.55
    
    68.57309664Mar- 11
    
    301,452.49
    
    67.33100385Apr- 11
    
    295,859.97
    
    66.08188646May- 11
    
    290,254.27
    
    64.82982421Jun-11
    
    284,616.94
    
    63.57069689Jul-11
    
    278,966.28
    
    62.30859079Aug-11
    
    273,281.05
    
    61.03876487Sep-11
    
    267,563.87
    
    59.76180175Oct- 11
    
    261,833.07
    
    58.48179941Nov- 11
    
    256,067.42
    
    57.19401062Dec- 11
    
    250,269.49
    
    55.89901168Jan- 12
    
    244,457.68
    
    54.60091242Feb-12
    
    238,610.70
    
    53.29495931Mar- 12
    
    232,728.43
    
    51.98112310Apr- 12
    
    226,815.07
    
    50.66034231May- 12
    
    220,902.39
    
    49.33971572Jun-12
    
    214,958.51
    
    48.01211698Jul- 12
    
    209,015.20
    
    46.68464935Aug-12
    
    203,036.25
    
    45.34921851Sep-12
    
    197,025.81
    
    44.00675541Oct- 12
    
    191,015.74
    
    42.66437304Nov- 12
    
    184,969.76
    
    41.31397192Dec- 12
    
    178,892.02
    
    39.95647777Jan- 13
    
    172,814.42
    
    38.59901341Feb-13
    
    166,700.67
    
    37.23347414Mar- 13
    
    160,550.63
    
    35.85982990Apr- 13
    
    154,373.68
    
    34.48017591May- 13
    
    148,243.98
    
    33.11107598Jun- 13
    
    142,087.46
    
    31.73598477Jul- 13
    
    135,978.26
    
    30.37146307Aug-13
    
    129,832.80
    
    28.99884019Sep-13
    
    123,660.44
    
    27.62021170Oct-13
    
    117,535.35
    
    26.25214076Nov- 13
    
    111,373.93
    
    24.87595541Dec-13
    
    111,929.30
    
    25.00000000
  Francis Drilling Fluids, Ltd.
    
    Capital One, National Association(Lessee)
    
    
    
    (Lessor)By:
    
    /s/ Michael G. Francis
    
    By:Name:
    
    Michael G. Francis
    
    Name:




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##### 



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




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##### 



lh
 Francis Drilling Fluids, Ltd.
    
    Capital One, National Association(Lessee)
    
    
    
    (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:
    
    /s/ Michael G. FrancisName:Title:




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##### 



CONTINUING GUARANTY
   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.)




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GUARANTOR/s/ Michael G. Francis

Michael G. FrancisSSN xxx-xx-2806Address: 240 Jasmine Rd.Crowley, LA 70527