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                      AMENDMENT TO EMPLOYMENT NONDISCLOSURE,
                          AND NONCOMPETITION AGREEMENT

     This Agreement is entered into on this 30th day of January, 2001, by and
between Superpumper, Inc. a North Dakota corporation, hereinafter referred to as
"Employer," and Terry A. Domres, hereinafter referred to as "Employee."

     WHEREAS, on June 21, 1996, the parties entered into an Employment,
Nondisclosure, and Noncompetition Agreement (Employment Agreement), and

     WHEREAS, the parties are desirous of amending said Employment Agreement.

     NOW THEREFORE, the parties hereby agree as follows:

     A.  The parties agree that paragraph 5 (F.) of the Employment Agreement
         shall be stricken and replaced with the following:

                      5.    COMPANY VEHICLE. Employer will furnish
             Employee with the Ford pickup truck presently operated by
             Employee until the termination of the Agreement. In
             connection with the automobile Employer shall furnish
             insurance and routine maintenance. Furthermore, Employer
             shall allow Employee to continue with the lease of the
             vehicle at the conclusion of this Agreement should
             Employee elect to do so and Employee shall also be allowed
             to exercise any option to purchase the vehicle at the
             conclusion of the lease. Employee shall provide all
             gasoline for the vehicle and routine oil changes. Employee
             shall be permitted to wash the company vehicle and one
             other vehicle on an as needed basis at any of the car
             washes operated by Employer without charge. All traffic
             violations shall be paid for by the Employee. Employee
             agrees to maintain the automobile in first class condition
             at all times. This paragraph shall be effective only
             during those periods in which employee maintains a valid
             North Dakota drivers license.

     B.  The parties agree that paragraphs 2, 3 and 6 of the Employment
         Agreement shall be deleted in their entirety.

     C.  This Amendment to the Employment Agreement shall not effect any of the
         other provisions of the Employment Agreement or any Agreement executed
         in


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         conjunction with the transfer of shares of Domres CarWash, Inc. and
         the Domres CarWash business also known as Toad's Ride-n-Shine to
         affiliates of the Employer.

     Dated this 30th day of Jan, 2001.


                                       SUPERPUMPER, INC.


                                       By:  /s/ [ILLEGIBLE]
                                            -------------------------------
                                       Its: CEO/President
                                            -------------------------------


                                       /s/ Terry A. Domres
                                       ------------------------------------
                                       Terry A. Domres, Individually


                            CONSENT OF THE GUARANTOR

     The undersigned as Guarantors of the Agreements executed in conjunction
with transaction resulting in the employment of Employee hereby consent to this
change and amendment of the Employment, Nondisclosure, and Noncompetition
Agreement.

     Dated this 30th day of Jan, 2001.


                                       /s/ Jeffrey L. Farstad
                                       ------------------------------------
                                       Jeffrey L. Farstad, Individually

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                                       FARSTAD OIL, INC.

                                       By:  /s/ [ILLEGIBLE]
                                            -------------------------------
                                       Its: CEO/President
                                            -------------------------------


                                       SPF ENERGY, INC.

                                       By:  /s/ [ILLEGIBLE]
                                            -------------------------------
                                       Its: CEO/President
                                            -------------------------------