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                   NONCOMPETITION AND NONDISCLOSURE AGREEMENT

     This Agreement, by and between SPF ENERGY, INC., hereinafter referred to as
Buyer, and CYNTHIA L. DOMRES, a shareholder of DOMRES CARWASH, INC., hereinafter
referred to as the Shareholder, have entered into this Agreement on this 21st
day of June, 1996.

     Pursuant to the Asset Purchase Agreement executed by the parties, Buyer and
Shareholder hereby agree as follows:

     1.   Shareholder shall not directly or indirectly engage in, and shall have
no interest in any business, firm, person, partnership or corporation, whether
as an employee, officer, director, agent, security holder, creditor, consultant
or otherwise, that engages in any activity that is the same as or similar to, or
competitive with, any car wash activity engaged in by SPF ENERGY, INC. or any of
its subsidiaries in Ward County for a period of five (5) years immediately
following the execution of this document.

     2.   Shareholder shall not divulge, communicate, use to the detriment of
Buyer, or for the benefit of any other business, firm, person, partnership or
corporation, or otherwise use, any financial information, billing information,
customer information, data or trade secrets, including customer lists or other
technical data, or other business information belonging to Domres CarWash, Inc.
Shareholder acknowledges that any such information or data Shareholder may have
acquired was received in confidence and as a fiduciary of selling corporation.

     3.   In consideration for Shareholder's agreement to the terms of this
limited Noncompetition and Nondisclosure Agreement, Buyer agrees to complete the
Plan and Agreement of Reorganization and Exchange, in exchange for Shareholder
signing this Noncompetition and Nondisclosure Agreement.

     4.   Shareholder specifically agrees and acknowledges that the completion
of the stock exchange by Buyer is a reasonable and satisfactory consideration in
exchange for her limited agreement as described in paragraphs 1 and 2 above.


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5.   The parties acknowledge that Buyer will suffer irreparable harm if the
Shareholder breaches this Noncompetition Agreement. Accordingly, Buyer shall be
entitled, in addition to any other right and remedy it may have, to add more
equity to an injunction, without the posting of a bond or other security,
enjoining or restraining the Shareholder from any violation of this
Noncompetition Agreement, and the Shareholder hereby consents to Buyer's right
to the issuance of such injunction. In any proceeding by Buyer to enforce any
provision of this Noncompetition Agreement, Buyer shall, in addition to any
injunctive relief to which it may be entitled, be awarded damages to be
determined by a court of competent jurisdiction, and all court costs,
disbursements and attorneys' fees incurred by Buyer in enforcement of this
action. In the event the Shareholder violates the terms of this Noncompetition
Agreement, the period of the restrictive covenant shall be extended for an
additional one (1) year from and after the latter of:

     A.  The date on which Shareholder ceases any violation; or

     B.  The date on which a court issues an order or judgment forcing the
         terms of the covenant.

6.   In the event that a court of competent jurisdiction determines that any
provision of this Noncompetition Agreement is unreasonable or void as contrary
to law, it may limit such provision to the extent it deems reasonable, without
declaring the provision invalid in its entirety.

7.   This Agreement shall be governed according to the laws of the State of
North Dakota.

8.   This Agreement is personal to the Shareholder, and Shareholder may
not assign it to any other person. This Agreement may be assigned by Buyer.

BUYER:                                       SHAREHOLDER:


SPF ENERGY, INC.


/s/  Jeffrey Farstad                         /s/  Cynthia L. Domres
-----------------------------                -----------------------------------
BY:  Jeffrey Farstad                              Cynthia L. Domres
ITS: Chief Executive Officer


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