<Page>

                              SETTLEMENT AGREEMENT

         THIS AGREEMENT, made and entered into on the dates written below, by
and between Paulette Andrews, of the post office address of 1085 Saddle Lake
Court, Roswell, Georgia 30076-4201 ["Andrews"], Superpumper, Inc., a North
Dakota corporation whose principal place of business is located at P.O. Box
1847, Minot, North Dakota 58702-1847 ["Superpumper"] and SPF Energy, Inc., a
North Dakota corporation whose principal place of business is located at P. O.
Box 1847, Minot, North Dakota 58702-1847 ["SPF"].

         WHEREAS, Superpumper and a corporate entity identified as Farstad Oil,
Inc. ["Farstad"] entered into and executed a Plan and Agreement of
Reorganization and Exchange intending to constitute a "B" reorganization under
the provisions of Section 386 of the Internal Revenue Code of 1986, in May of
1986; and

         WHEREAS, Farstad and Superpumper as a part of the corporate
reorganization, caused the organization of SPF to act as a holding company; and

         WHEREAS, pursuant to the Plan and Agreement, SPF acquired One Hundred
Percent (100%) of the outstanding shares owned by Andrews in Superpumper, and at
the time of the reorganization and exchange Andrews owned 677,327.3 shares of
common stock in Superpumper; and

         WHEREAS, following the completion of the corporate reorganization
transaction contemplated by the Plan and Agreement of Reorganization and
Exchange, Andrews was the sole owner of 677,327.3 shares of common stock in SPF;
and


                                        1

<Page>


         WHEREAS, SPF continues to act in the capacity of a holding company
owning the shares formerly owned by Andrews in Superpumper, together with owning
the shares of the corporate entity identified as Farstad Oil, Inc.; and

         WHEREAS, Superpumper and SPF made, executed and entered into an
Employment and Stock Option Agreement on or about July 1, 1996, with Andrews
providing for the employment of Andrews, and further granting Andrews an option
to sell shares of SPF common stock to SPF on an annual basis commencing in
calendar year 1996 as more fully specified within the Employment and Stock
Option Agreement; and

         WHEREAS, Andrews has exercised her options to sell shares of SPF common
stock to SPF for the calendar years of 1996, 1997, 1998, 1999 and 2000; and

         WHEREAS, SPF has tendered full payment to Andrews for the shares of SPF
stock which were subject to Andrews' options to sell as exercised in calendar
years 1996 and 1997; and

         WHEREAS, SPF is in default of its obligations required to be performed
by it under the terms and conditions of the Employment and Stock Option
Agreement as a result of SPF's failure to tender payments to Andrews for
27,732.7 shares of SPF common stock for calendar year 1998, and 67,732.7 shares
of SPF common stock for calendar year 1999; and

         WHEREAS, SPF has not, as of the date of this Settlement Agreement,
tendered any payment to Andrews for the 67,732.7 shares of SPF common stock
which were elected to be sold by Andrews for calendar year 2000; and

         WHEREAS, Andrews has performed all of the conditions which were
required to be performed by her under the terms and conditions of the annual
options to sell as contained


                                        2

<Page>


within the Employment and Stock Option Agreement for calendar years 1998,1999,
and 2000, and SPF has breached the Employment and Stock Option Agreement by
failing, refusing and neglecting to pay for, purchase and acquire the shares of
SPF common stock from Andrews subject to the 1998 and 1999 calendar year options
to sell exercised in accordance with the terms and conditions of the Employment
and Stock Option Agreement; and

         WHEREAS, a dispute exists between Andrews, Superpumper and SPF
concerning the per share price required to be paid to Andrews for the SPF shares
of common stock upon exercise of the options to sell, with Andrews claiming that
the purchase price for all shares of SPF common stock should be established in
the minimum amount of $5.52 per share, or 92% of the price of SPF shares in
SPF's most recent public offering, or in the absence of a public offering within
two (2) years, the greater of $5.52 per share or 2.5 times the book value of SPF
shares; and SPF claiming that the per share price required to be paid to Andrews
should have been the greater of the minimum price of $4.60 per share, or 92% of
the SPF shares in SPF's most recent public offering, or in the absence of a
public offering within two (2) years, the greater of $4.60 per share or 2.5
times the book value of SPF shares; and

         WHEREAS, the indebtedness which is due and owing by SPF to Andrews for
the purchase of the SPF shares of common stock for calendar years 1998 and 1999,
using the per share price in the amount of $4.60 amounts to a total obligation
of $418,900.84 as of January 31, 2000; and

         WHEREAS, by reason of the defaults of SPF, Andrews commenced litigation
in the action entitled PAULETTE ANDREWS VS. SPF ENERGY, INC., ET AL, Ward County
District Court


                                        3

<Page>


Civil No. 51-99-C-01196, which action is currently pending and in which a Motion
for Summary Judgment is currently pending for consideration as filed by and on
behalf of Andrews; and

         WHEREAS, all parties to this Settlement Agreement are desirous of
effecting a compromise and settlement concerning the terms and conditions of the
indebtedness which currently exists between the parties relating to Andrews'
exercised options to sell SPF shares of common stock for calendar years for 1998
and 1999, and the parties have therefore agreed to be bound by the terms and
conditions of this Settlement Agreement, and the terms and conditions of this
Settlement Agreement are as set forth herein:

         NOW, THEREFORE, in consideration of the mutual benefits to be derived
herefrom, and for good and valuable consideration, both the adequacy and
sufficiency of which is herein expressly acknowledged, it is agreed and
understood by and between Andrews, SPF and Superpumper as follows:

         1.    PURPOSE: This Settlement Agreement is made and entered into by
and between the parties hereto in order to establish the rights and obligations
of the parties concerning and relating to Andrews' options to sell shares of SPF
common stock for the calendar years 1998 and 1999, and for the obligation of SPF
to tender payment of the full amount of the indebtedness which is due and
payable to Andrews as a result of the exercise of such annual options to sell,
and for the further purpose of settling and compromising the dispute existing
between Andrews, SPF and Superpumper as it relates to the per share price set
forth within the Employment and Stock Option Agreement.


                                        4

<Page>


         2.    PAYMENT OF OBLIGATION: SPF, Superpumper and Andrews herein
expressly agree and acknowledge that effective as of February 1, 2000, interest
has accrued at the rate of Six Percent (6%) on the delinquent payment amounts
which were required to have been paid by SPF to Andrews for calendar years 1998
and 1999, and such interest amounts to Twenty-one Thousand Six Hundred Sixty
Dollars and Fifty-two Cents ($21,660.52) as of January 31, 2000, resulting in a
total indebtedness as of January 31, 2000, to Andrews in the amount of Four
Hundred Forty Thousand Five Hundred Sixty-one Dollars and Thirty-six Cents
($440,561.36), and SPF herein agrees that the total indebtedness shall be paid
to Andrews as follows:

               a.   On or before February 1, 2000, notwithstanding a later date
                    of execution of this Agreement, an interest only payment
                    shall be made in cash to Andrews in the amount of Twenty-one
                    Thousand Six Hundred Sixty Dollars and Fifty-two Cents
                    ($21,660.52). Andrews acknowledges receipt of the interest
                    only payment.

               b.   The unpaid balance of the indebtedness as of February 1,
                    2000, in the amount of Four Hundred Eighteen Thousand Nine
                    Hundred Dollars and Eighty-four Cents ($418,900.84) shall be
                    payable in nine (9) equal monthly principal and interest
                    installments to Andrews in the amount of Eighteen Thousand
                    Dollars ($18,000) each, commencing on March 1, 2000, with a
                    payment of a like amount on the 1(st) day of each successive
                    month until December 1, 2000, at which time a final
                    installment payment of Nineteen Thousand One Hundred
                    Eighty-one Dollars and Thirty-eight Cents ($19,181.38) shall
                    be due and payable. In addition to the regular monthly
                    installments of principal and interest as required by this
                    subparagraph, SPF shall tender payment in cash to Andrews in
                    the amount of Two Hundred Fifty Thousand Dollars ($250,000),
                    as a special principal payment on or before August 1, 2000.
                    In the event the special principal payment is tendered
                    before August 1, 2000, the parties agree to cooperate in
                    adjusting the amortization schedule and payment requirements
                    detailed on Exhibit "A" attached hereto with the
                    understanding that the monthly payment amounts shall not be
                    reduced below $18,000 per month until full payment is
                    tendered.


                                        5

<Page>


               c.   SPF acknowledges and agrees that the entire indebtedness due
                    and owing to Andrews shall be paid in full, inclusive of
                    interest accrued on the outstanding unpaid balance on or
                    before December 1, 2000. The repayment obligation of SPF on
                    the unpaid balance shall accrue interest at the rate of Six
                    Percent (6%) per annum. SPF and Andrews agree that the
                    unpaid balance of the indebtedness due to Andrews shall be
                    paid in accordance with the terms of the amortization
                    schedule which is attached hereto and made a part hereof as
                    Exhibit "A." In the event of a default of the payment
                    obligations of SPF and entry of a monetary judgment being
                    entered in favor of Andrews, the interest rate shall be
                    increased to the statutory rate of Twelve Percent (12%) per
                    annum on the unpaid balance.

         3.    PERSONAL GUARANTY OF JEFF FARSTAD: Prior to or at the time of
executing this Settlement Agreement, SPF shall be required to deliver to Andrews
a Guaranty of Payment executed by Jeff Farstad in his individual capacity,
providing for the unconditional and absolute continuing guarantee of payment for
the Two Hundred Fifty Thousand Dollar ($250,000) obligation of SPF to be paid to
Andrews on or before August 1, 2000. Attached to and made a part of this
Settlement Agreement as Exhibit "B" is a copy of the Guaranty of Payment which
is approved by all parties as to format and content.

         4.    STIPULATION FOR DISMISSAL OF PENDING LITIGATION: SPF,
Superpumper and Andrews, by and through their authorized attorneys, will enter
into and execute a Stipulation for Dismissal Without Prejudice of the action
entitled PAULETTE ANDREWS VS. SPF ENERGY, INC., ET AL, Ward County District
Court Civil No. 51-99-C-01196. A copy of the Stipulation for Dismissal Without
Prejudice is attached hereto and made a part hereof as Exhibit "C," and approved
as to format and content by all parties.

         5. COMMENCEMENT OF CIVIL ACTION BY ANDREWS: Simultaneously with the
execution of this Settlement Agreement, Andrews shall commence a new civil
action against SPF and Superpumper by and through the issuance of the Summons
and


                                        6

<Page>


Complaint, copies of which are attached hereto and made a part hereof as
Exhibits "D" and "E" relating to and concerning the defaults by SPF under the
payment obligations due to Andrews for payment of the purchase of outstanding
shares of SPF common stock. SPF and Superpumper will by and through their
authorized representatives admit service of the Summons and Complaint effective
as of the date of execution of this Settlement Agreement.

         6.    STIPULATION FOR JUDGMENT: At the time of executing this
Settlement Agreement, Andrews, Superpumper and SPF shall sign and execute a
Stipulation for Entry of Judgment in the new civil action to be commenced by
Andrews, together with a Stipulation for Withholding Filing of an Execution on
the stipulated Judgment. The parties hereto expressly acknowledge that the
Stipulation for Entry of Judgment and the Stipulation for Withholding Filing of
an Execution on Judgment are attached hereto and made a part hereof as Exhibits
"F" and "G," and the parties approve the terms and conditions set forth within
each separate exhibit. SPF and Superpumper specifically acknowledge their review
and approval of all documents which are attached hereto and made a part hereof
as exhibits.

         7.    STIPULATION FOR JUDGMENT AND OTHER COVENANTS: In exchange for the
consideration of Andrews granting the extended time period for SPF to submit
full and final payment of the indebtedness due and owing to Andrews for the
purchase of the 95,465.4 SPF shares for calendar years 1998 and 1999, and in
consideration of Andrews not filing the Stipulation for Entry of Judgment in the
civil action, and to grant Andrews more adequate security in the event of a
default under the terms of this Settlement Agreement in regard to the payment of
the full balance of the indebtedness due and owing from SPF


                                       7

<Page>


to Andrews on or before December 1, 2000, as provided for herein, SPF and
Superpumper jointly and severally knowingly, willingly and voluntarily
acknowledge that Andrews has commenced the civil action against SPF and
Superpumper predicated upon the defaults of SPF and Superpumper in tendering
payments to Andrews, and Andrews is entitled to a judgment in accordance with
the terms and conditions of the Stipulation for Entry of Judgment to be executed
by the parties as attached hereto. In the event SPF and Superpumper tender full
payment of the indebtedness owing to Andrews at the times and in the amounts as
provided for in this Agreement, Andrews agrees and covenants that the new civil
action shall be dismissed with prejudice as to the options exercised in 1998 and
1999 and/or appropriate satisfactions shall be executed by Andrews and delivered
to SPF and Superpumper, and that the separate Stipulation for Entry of Judgment
shall be null and void, and of no further force and effect. In the event SPF and
Superpumper should fail to tender full payment of the indebtedness due to
Andrews as required by this Settlement Agreement, the District Court for North
Dakota for Ward County, North Dakota, shall be entitled to enter judgment in
favor Andrews pursuant to the provisions of the separate Stipulation for Entry
of Judgment in the new civil action to be commenced simultaneously with the
execution of this Settlement Agreement upon verification to the District Court
by Andrews in the form of an Affidavit that payment of the full indebtedness
referred to above has not been paid by SPF and/or Superpumper to Andrews when
due.

         8.    EVENTS OF DEFAULT: The occurrence of any of the following shall
constitute an Event of Default under the terms and conditions of this Settlement
Agreement:

               a.   Failure of SPF and/or Superpumper to make payments of the
                    full amount of the indebtedness due and owing to Andrews as
                    provided


                                        8

<Page>


                    for  under the terms and conditions of this Settlement
                    Agreement on or before December 1, 2000.

               b.   Failure of SPF and/or Superpumper to comply with any term or
                    condition of this Settlement Agreement, or any other
                    agreement which executed pursuant to the terms and
                    conditions of the Settlement Agreement.

               c.   If a receiver or other party takes charge or possession of
                    SPF or Superpumper's property.

               d.   If SPF and/or Superpumper, or either one of them, file for
                    protection under any provision of the United States
                    Bankruptcy Code, wherein the treatment afforded to Andrews
                    is not in compliance with the terms and provisions of this
                    Settlement Agreement or any instrument executed in
                    accordance herewith.

               e.   If SPF and/or Superpumper have made false representations in
                    any respect to Andrews relating to and concerning their
                    current financial condition.

         9.    ANDREWS' REMEDIES UPON AN EVENT OF DEFAULT: Upon the occurrence
of an Event of Default as more specifically described above, Andrews may, in her
sole discretion and her option:

               a.   Immediately proceed with the civil collection action and
                    obtain entry of judgment in accordance with the Stipulation
                    for Entry of Judgment executed simultaneously herewith by
                    filing the Stipulation for Entry of Judgment with the
                    District Court for Ward County, North Dakota and obtaining
                    the entry of monetary judgment as provided for therein. The
                    amounts due under the original terms and conditions of the
                    Stipulation for Entry of Judgment shall include principal,
                    interest at the rate agreed to by SPF and Superpumper as
                    provided for in this Settlement Agreement, together with any
                    and all costs or advances which Andrews is entitled to
                    reimbursement under the laws of the State of North Dakota.
                    The parties hereto agree that the indebtedness established
                    under the terms and conditions of this Settlement Agreement
                    shall be reduced by any and all payments which are actually
                    made by SPF and/or Superpumper to Andrews during the time
                    period provided for under this Settlement Agreement to
                    tender full payment to Andrews.


                                                     9

<Page>


               b.   Exercise any and all other remedies which may be available
                    to her under this Settlement Agreement, under the terms of
                    the original agreements entered into by and between Andrews
                    and SPF and Superpumper, or Andrews may seek relief under
                    any and all remedies which may be available to her under any
                    applicable law. It is expressly understood and agreed by the
                    parties hereto that if the occurrence of an Event of
                    Default, Andrews shall be immediately entitled to pursue any
                    relief she may deem necessary, and all parties expressly
                    agree that the terms and conditions of the original
                    documents executed by and between Andrews, SPF and
                    Superpumper, all stipulations attached to this Agreement as
                    exhibits F and G, inclusive, shall remain in full force and
                    effect pending the time period provided for herein to SPF
                    and Superpumper to tender full payment to Andrews. SPF and
                    Superpumper agree that any payment made by both or either of
                    them under the terms and conditions of this Agreement, and
                    the acceptance of any such payments by Andrews shall not in
                    any way affect the right of Andrews to proceed with any
                    collection action upon the occurrence of an Event of
                    Default, and the acceptance of payments by Andrews shall not
                    constitute a waiver by Andrews of any default of SPF and/or
                    Superpumper under the terms and conditions of the original
                    documents executed between the parties, or under the terms
                    and conditions of this Settlement Agreement or any document
                    attached hereto.

                    Andrews may pursue any and all remedies available to her in
                    any order she may desire.

         10.   WAIVER AND RELEASE OF DEFENSES BY SPF AND SUPERPUMUER:

               a.   SPF and Superpumper, jointly and severally, for their
                    respective corporate entities, their shareholders, officers,
                    directors, successors and assigns acknowledge that the
                    corporate entities have no defenses, claims, set-offs,
                    counterclaims, causes of action or offsets against Andrews
                    with regard to their obligation to purchase on annual basis
                    shares of SPF common stock in the event Andrews exercises
                    her annual options to sell such shares of stock in
                    accordance with the terms and conditions of the Employment
                    and Stock Option Agreement dated June 25, 1996.

               b.   For good and valuable consideration, both the sufficiency
                    and adequacy of which are herein expressly acknowledged as
                    received, SPF and Superpumper herein expressly release and
                    forever discharge Andrews, together with her insurers,
                    representatives, heirs, legal representatives, successors in
                    interest and assigns of and from any and all past, present,
                    or future defenses, affirmative defenses,


                                       10

<Page>


                    counterclaims, causes of action, set-offs, and demands which
                    SPF and Superpumper have, jointly or severally, or claim to
                    have, for or in any way or manner growing out of the
                    obligations of Superpumper and SPF to tender payment to
                    Andrews for SPF shares of common stock which are the subject
                    of the annual options held by Andrews to sell SPF shares of
                    common stock in accordance with the terms and conditions of
                    an Employment and Stock Option Agreement June 25, 1996. The
                    release and waiver by SPF and Superpumper as provided for
                    herein include, without limitation, any and all known or
                    unknown claims, counterclaims, set-offs, demands or defenses
                    for damages, costs, expenses, and all economic and
                    noneconomic loss. The release by Andrews provided for herein
                    by Superpumper and SPF shall be a full and binding contract
                    and constitutes a complete release and waiver upon execution
                    of this Settlement Agreement. SPF and Superpumper further
                    state and agree that they each separately and independently
                    waive all rights under the provisions of NDCC Section
                    9-13-02, which section reads as follows:

                    EXTENSION TO KNOWN CLAIMS. - A general release does not
                    extend to claims which the creditor does not know or suspect
                    to exist in his favor at the time of executing the release,
                    which if known by him, must have materially affected his
                    settlement with the debtor.

         11.   ACKNOWLEDGMENT OF ANDREWS' EXERCISE OF 2000 CALENDAR YEAR OPTION:
SPF and Superpumper herein expressly acknowledge that Andrews has submitted
written notice to the offices of Superpumper and SPF exercising her option for
the sale of 67,732.7 shares of SPF common stock for calendar year 2000. This
Settlement Agreement is not intended to address or resolve the payment
obligations of SPF and/or Superpumper in relationship to such share purchase.
Andrews reserves all rights to enforce her right to be paid in full for the
exercise of the option to sell the subject shares of SPF common stock for
calendar year 2000 and all future years.

         12.   WAIVER OF ANDREWS AS TO PRICE OF SPF COMMON STOCK: The
undersigned parties expressly agree and acknowledge that Andrews has asserted
that any and all shares which are subject to her annual options to sell SPF
shares of stock should be


                                       11

<Page>


completed at the price of $5.52 per share or, if greater, 92% of the price of
SPF shares in SPF's most recent public offering, or if no public offering has
been made within two (2) years of the exercise of an option, the option price
shall be the greater of $5.52 per share or 2.5 times the book value of SPF
shares (determined in accordance with generally accepted accounting principles)
as of the most recent fiscal/calendar year. Andrews herein agrees, acknowledges
and consents that the terms and conditions of the Employment and Stock Option
Agreement for purposes of this Settlement Agreement shall be set at the per
share price in an amount which is greater of the formula provided, with the
understanding that the minimum per share price shall be established in the
amount $4.60 per share, as opposed to the $5.52 per share as claimed by Andrews.
If all payment obligations of SPF and Superpumper are tendered in the amounts
and at the times required by this Settlement Agreement, Andrews agrees and
acknowledges that for all future years the per share price for SPF shares of
common stock shall be determined under the formula in the Employment and Stock
Option Agreement dated June 25, 1996, with the minimum price established in the
amount of $4.60 per share.

         13.   BINDING EFFECT ON SUBSIDIARIES: SPF and Superpumper intend that
this release and waiver applies to all subsidiary companies of SPF and
Superpumper and their respective predecessors, successors and assigns, and all
of its past, present and future officers, directors, shareholders, agents and
employees. SPF and Superpumper herein expressly agree that the waiver and
release of all claims, counterclaims, defenses and affirmative defenses which
are or could be available to SPF and/or Superpumper has been made following good
faith negotiations with Andrews, and SPF and Superpumper acknowledge that they
have no defenses, affirmative defenses, counterclaims, off-sets,


                                       12

<Page>


aims or other rights whether at law or in equity against the claims of Andrews
which can be invoked on an annual basis for the exercise of her annual options
to sell future shares of SPF common stock in accordance with the terms and
conditions of the Employment and Stock Option Agreement dated June 25, 1996.

         14.   PROFESSIONAL ADVICE: SPF and Superpumper separately and
independently agree and acknowledge that they have consulted with and have
reviewed the terms of this release with their respective attorneys and accept
the terms and conditions of this release and waiver, and the undersigned parties
do accept the consideration received by them pursuant to and under the terms and
conditions of this Settlement Agreement as a full, complete, final and binding
compromise of all claims, counterclaims, defenses, affirmative defenses,
set-offs and other matters involving or relating to the right of Andrews to
exercise her options to sell SPF shares of common stock on an annual basis in
accordance with the terms and conditions of the Employment and Stock Option
Agreement dated June 25, 1996.

         15.   CONSTRUCTION OF DOCUMENT: The waiver and release as set forth
within this Settlement Agreement was originally drafted by counsel for Andrews
and has been presented to the attorneys for SPF and Superpumper for review and
approval. The parties hereto expressly warrant, represent and acknowledge and
agree, that counsel for both parties have had input into the drafting of this
Settlement Agreement, and all exhibits attached hereto, and agree that the terms
and conditions hereof and in the attached documents are mutually agreeable.
Furthermore, SPF and Superpumper hereby release and discharge Andrews from and
all claims, rights, damages, costs, defenses, or expenses of any nature
whatsoever that may hereafter accrue to or be acquired by Superpumper


                                       13

<Page>

and/or SPF by reason of the legal or income tax consequences of the waiver and
release provided for herein.


         16.   VOLUNTARY AND KNOWING EXECUTION: SPF and Superpumper have
executed this Settlement Agreement, specifically including the waiver and
release provided for herein on their own free volition and the undersigned
parties were not subject to any undue influence or coercion from any person or
party at the time this document was executed. SPF and Superpumper agree and
represent that no promises or statements have been relied upon by them except to
the extent set forth within this Settlement Agreement and the documents attached
hereto.

         17.   AUTHORIZATION: SPF and Superpumper jointly and severally
represent and warrant that the individuals signing and executing this Settlement
Agreement have the sole right and exclusive authority to sign this Settlement
Agreement, and such individuals have full authority to enter into this
Settlement Agreement and no further action, board resolutions, or other
authorizations or shareholder authorizations or resolutions are necessary in
order for this Settlement Agreement to be fully enforceable and binding upon SPF
and Superpumper.

         18.   AMENDMENT/BINDING EFFECT: This Settlement Agreement shall be
binding upon the parties hereto, their respective subsidiaries, executors,
personal representatives, employees, officers, agents, heirs, successors and
assigns. This Settlement Agreement may not be amended, modified, waived or
changed, except by a writing signed by all parties hereto.

         19.   APPLICABLE LAW AND SAVINGS CLAUSE: This Agreement shall be
construed under and enforced in accordance with the laws of the State of North
Dakota. If any part


                                       14

<Page>


or portion of this Settlement Agreement is found to be invalid, all remaining
terms and provisions shall remain binding and enforceable upon the respective
parties hereto, unless to do so would destroy an essential part of this
Settlement Agreement.

         20.   INTEGRATION CLAUSE: This Settlement Agreement, together with all
agreements incorporated herein, shall constitute the entire agreement between
the parties hereto. It is the intention of the parties that the Employment and
Stock Option Agreement dated June 25, 1996, shall remain in full force and
effect, except to the extent modified by this Settlement Agreement. All terms
and conditions of the Employment and Stock Option Agreement are incorporated
herein by reference. The parties agree that any subsequent agreement must be in
writing and signed by all parties in order to be enforceable. The terms and
conditions of the Employment and Stock Option Agreement shall remain in full
force and effect.

         21.   TIME OF ESSENCE: The parties hereto agree that time is of the
essence of each and every provision of this Settlement Agreement.

         22.   READING OF AGREEMENT: In entering into this Settlement Agreement
all parties agree that they have completely read all terms of this Settlement
Agreement, and the terms are fully understood and voluntarily accepted, and that
both parties have had the full benefit of representation by counsel of their
choice.

         23.   FUTURE COOPERATION: All parties agree to fully cooperate, to
execute any and all supplementary documents or agreements and to take any and
all necessary or additional actions that may be required or appropriate to give
full force and effect of the terms and intent of this Settlement Agreement.


                                       15

<Page>


         IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year set forth below.

DATE: 3/10/00                                 /s/ Paulette Andrews
      -------                                 ----------------------------
                                              Paulette Andrews



DATE: 2/29/00                                 SPF ENERGY, INC.:
      -------

                                          BY: /s/  D. L. Krueger
                                              ----------------------------

                                              Its:  COO
                                                    ----------------------

DATE: 2/29/00                                 SUPERPUMPER, INC.:
      -------

                                          BY: /s/ [ILLEGIBLE]
                                              ---------------------------

                                              Its:  COO
                                                    ---------------------


STATE OF GEORGIA           )
                           )   ss.
COUNTY OF FULTON           )
          ------
         On this 10 day of March, 2000, before me personally appeared Paulette
Andrews, the person that is described in and that executed the within and
foregoing instrument and acknowledged to me that she executed the same.

                                              /s/ Ellen Anastasio
[SEAL OF NOTARY PUBLIC]                       ---------------------------
                                                          , Notary Public
                                              -------
                                              Fulton County, Georgia
                                              My Commission Expires: 2-4-2002
                                                                     --------


                                       16

<Page>


STATE OF NORTH DAKOTA      )
                           )   ss.
COUNTY OF WARD             )
          ----

         On this 29th day of Feb, 2000, before me personally appeared
D. L. Krueger, known to me to be the COO of SPF Energy, Inc. the corporation
which is described in and who executed the within instrument and acknowledged to
me that such corporation executed the same.


                                              /s/ Donna Fettig
                                              ---------------------------
                                                         , Notary Public
                                              ----------
                                              Ward County, North Dakota
                                              ----
                                              My Commission Expires:
                                                                     --------
                                              [SEAL OF NOTARY PUBLIC]


STATE OF NORTH DAKOTA      )
                           )   ss.
COUNTY OF WARD             )
          ----

         On this 29th day of Feb, 2000, before me personally appeared
Terry A. Domes, known to me to be the COO of Superpumper, Inc. the corporation
which is described in and who executed the within instrument and acknowledged to
me that such corporation executed the same.


                                              /s/ Donna Fettig
                                              ---------------------------
                                                         , Notary Public
                                              ---------
                                                  County, North Dakota
                                              ----
                                              My Commission Expires:
                                                                     --------
                                              [SEAL OF NOTARY PUBLIC]


                                       17