<PAGE>
                                                                   EXHIBIT 10.3


                                   TRADEMARK
                               LICENSE AGREEMENT

          This Trademark License Agreement ("License Agreement"), effective as
of the 31st day of July, 2000, by and between FINAMARK, INC., and ATOFINA
PETROCHEMICALS, INC., both Delaware corporations, having offices at World
Houston Plaza, 15710 JFK Blvd., Houston, Texas 77032 USA (hereinafter
collectively referred to as "Licensor"), and SWBU, L.P., a Delaware Limited
Partnership, having offices at 6000 Legacy Drive, Plano, Texas 75204-3601
(hereinafter referred to as "Licensee").

                                    RECITALS

          WHEREAS, the ownership of all of the general and limited partnership
interests of Licensee have been purchased by Alon U.S. General Partner, L.L.C.
and Alon USA Limited Partner, L.L.C. (the "Alon Partners") from ATOFINA
Petrochemicals, Inc., pursuant to an LP Interest Purchase Agreement dated July
31, 2000, between ATOFINA Petrochemicals, Inc., and Sigma Coatings, Inc., and
the Alon Partners (the "LP Interest Agreement"); and,

          WHEREAS, Licensee has pursuant to the closing of the LP Interest
Agreement, acquired ownership of the Partnership Business as defined in the LP
Interest Agreement ("Partnership Business") previously operated by Licensor;
and,

          WHEREAS, Licensor owns the federally registered trademarks as set
forth in the attached Exhibit "A" (the "Licensed Marks"); which marks are used
by Licensor more particularly in connection with its motor fuel sales and sales
of other products, throughout the United States as well as abroad; and,

          WHEREAS, Licensor has achieved public acceptance of and a favorable
reputation and good will throughout the United States and abroad for the
Licensed Marks; and,

          WHEREAS, In connection with the acquisition of all of the Partnership
Business, and its future operation and development, Licensee is desirous of
acquiring from Licensor the following rights and interests: (i) an exclusive
License to use the Licensed Marks in connection with Licensee's manufacture
and sale (including for resale by distributors) of certain petroleum products
(the "Licensed Products"), namely gasoline, kerosene, diesel, and aircraft
fuels, (the "Exclusive Licensed Products"), in the Exclusive Licensed
Territory, as described in the attached Exhibit "B" (the "Exclusive Licensed
Territory"); (ii) an exclusive license to use the Licensed Marks in conjunction
with the manufacture and sale of asphalt in the Exclusive Licensed Territory,
and in Montana, Idaho, Wyoming, Nevada, North Dakota and South Dakota, such
exclusivity to extend for as long as Licensee retains an exclusive license
pursuant to the terms of an Asphalt Technology License Agreement of even date
between Licensor and ATOFINA Petrochemicals, Inc., herewith (the "Asphalt
Agreement"); and (iii) a nonexclusive license to use the Licensed Marks in
connection with Licensee's manufacture and sale of certain products, including
without limitation but subject to Article 1.G. herein, refinery product
chemicals (such as benzene and propylene), asphalt and heavier refined oils (the
"Other Licensed Products") in the Exclusive Licensed Territory and throughout
the United States (the "Licensed Territory");

<PAGE>
     NOW THEREFORE, in consideration of the purchase of the Partnership
Business, and the mutual covenants and agreements set forth in this License
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Licensor and Licensee agree as
follows:

1.   LICENSE.

     A.   Commencing on the effective date hereof and continuing until
          terminated as provided herein, Licensor hereby grants Licensee,
          solely in connection with the Licensed Products and pursuant to the
          terms, representations, warranties, covenants, restrictions and
          conditions contained in this License Agreement, the following rights:
          (i) an exclusive license to use the Licensed Marks in connection with
          the manufacture and sale of the Exclusive Licensed Products in the
          Exclusive Licensed Territory; (ii) an exclusive license to use the
          Licensed Marks in connection with the manufacture and sale of
          asphalt in the Exclusive Licensed Territory, and in Montana, Idaho,
          Wyoming, Nevada, North Dakota and South Dakota, such exclusivity to
          extend for as long as Licensee retains an exclusive license under the
          terms of the Asphalt Agreement; and, (iii) a non-exclusive license to
          use the Licensed Marks on Other Licensed Products in the Exclusive
          Licensed Territory and throughout the United States. It is understood
          that, in the event that the Licensee ceases to hold exclusivity
          rights under the Asphalt Agreement in accordance to its terms,
          Licensee shall have non-exclusive rights to sell asphalt under the
          Licensed marks throughout the Licensed Territory.

     B.   Licensee's rights to make and sell Licensed Products, as provided
          above, shall include all rights deriving therefrom in connection with
          the promotion and distribution of Licensed Products, including the
          right to advertise and promote sales, construct signs, and use the
          Licensed Marks on and in service stations operated in the Partnership
          Business, in at least the same manner as used by Licensor in
          connection with its operation of the Partnership Business, prior to
          the date of this License Agreement.

     C.   Licensor shall not have the right to issue further licenses to others
          nor to make use for itself, of the Licensed Marks in the Exclusive
          Licensed Territory on Exclusive Licensed Products, nor the right to
          license or use any other marks on such products within the Exclusive
          Licensed Territory which a reasonably prudent purchaser of such
          products would find confusingly similar to the Licensed Marks;
          however, Licensor retains the right to use and license the Licensed
          Marks on all products outside the Exclusive Licensed Territory, and
          to license and use the Licensed Marks on all products except the
          Exclusive Licensed Products, and asphalt, inside the Exclusive
          Licensed territory.

     D.   Licensee shall not be required to pay a fee or royalty for Licensee's
          use of the Licensed Marks. The right and license herein granted is
          fully paid up and shall be royalty-free in that consideration has
          been provided to Licensor pursuant to the LP Interest Purchase
          Agreement dated July 31, 2000 between Licensor and the owners


                                       2

<PAGE>
         of the general and limited partner interests of Licensee (the "LP
         Interest Agreement"). This is not a franchise arrangement, but is
         merely a license to use the Licensed Marks with respect to the
         Exclusive Licensed Products and Other Licensed Products. Licensee shall
         not be considered an agent or representative of Licensor. Licensee
         shall have no rights of ownership in the Licensed Marks nor shall
         Licensee have the general right to sublicense the Licensed Marks,
         (other than a limited right to sublicense distributors as set forth in
         Paragraph 3.H below), without the prior written consent of Licensor.

     E.  Pursuant to the LP Interest Purchase Agreement, Licensor has
         transferred to Licensee Licensor's credit card program and all branded
         wholesaler agreements currently in place.

     F.  Licensor acknowledges that it does not claim exclusive rights to the
         mere colors used in any of the Licensed Marks and that this License
         Agreement shall not in any way restrict Licensee from using such colors
         in Licensee's service station operations after the term of this License
         Agreement; and furthermore, notwithstanding any provisions contained
         herein to the contrary, those particular Licensed Marks that are
         directed to color combinations, namely U.S. Trademark Registrations
         Nos. 1,642,553; 1,644,206; 1,649,241; and 1,661,952, are excluded from
         the time limitations contained in Sections 2. and 5. herebelow, and are
         licensed on a royalty-free basis, in perpetuity. Should Licensee
         decided to cease use of any one or more of these four marks at any
         time, it will promptly notify Licensor of such decision, well in
         advance of any renewal deadlines for any of said Licensed Marks.

     G.  For the purposes of limiting the scope of Other Licensed Products and
         Exclusive Licensed Products, such categories shall specifically exclude
         lubricants, such as motor oil, diesel engine oil, greases, transmission
         fluids, and any other lubricants.


2.   LICENSOR'S MARKS.

     A.  Licensee acknowledges that the Licensed Marks are a valuable and
         important property right owned by Licensor, and are essential to the
         continued good will and reputation developed by Licensor. Licensee
         shall not sell or transfer any products which are manufactured by
         Licensee or supplied to Licensee by third parties, which exhibit any of
         Licensor's Marks unless such products meet the minimum standards for
         Licensor's products as set forth hereinbelow; however, Licensee may
         advertise, utilize and sell other brands of products under its own name
         or names, such uses of other brands inuring (as between Licensor and
         Licensee) entirely to Licensee. Licensee agrees not to claim or assert
         any rights, title or interest in or to the Licensed Marks in any way
         other than its rights under this Agreement.

     B.  Licensor reserves the right at any time to change or modify any one or
         more of the Licensed Marks for its own use, at its sole discretion. In
         the event Licensor changes any of the Licensed Marks, it will promptly
         communicate such changes to Licensee. Any such changed Licensed Marks
         shall be deemed a Licensed Mark under the terms


                                       3
<PAGE>
                  of this Agreement. The decision whether to use any of the
                  Licensed marks shall be at the sole discretion of Licensee,
                  and there is no obligation upon Licensee to use any Licensed
                  Mark or to make changes to any Licensed Mark in use by
                  Licensee at the time of a change by Licensor.

         C.       Licensee agrees that, upon Licensor's termination of this
                  License Agreement in accordance to its terms Licensee will
                  immediately cease applying the Licensed Marks to its products,
                  and will promptly destroy all remaining printed materials
                  bearing the Licensed Marks, and remove all traces of the
                  Licensed Marks from its stations and facilities as more fully
                  set forth in paragraphs 8 and 9 hereinbelow. However, upon a
                  termination prior to expiration of this License, Licensee
                  shall have a reasonable time, not to exceed two (2) years to
                  dispose of all its signage inventory that display any of the
                  Licensed Marks.

         D.       Licensee agrees that, as far as is practical and according to
                  normal business customs, it will utilize the symbol RMR in
                  conjunction with the federally registered trademarks and
                  service marks contained in the Licensed Marks when used on
                  Exclusive Licensed Products and Other Licensed Products, on
                  signage, and in printed materials.

         E.       Licensor shall be responsible for maintaining the Licensed
                  Marks in the United States Trademark Office, including the
                  costs for registering the Licensed Marks, and renewing the
                  registrations of the Licensed Marks.

3.  IMAGE REQUIREMENTS.

         A.       Licensee will take all reasonable steps to protect the good
                  will associated with the Licensed Marks and, in order to
                  prevent any deception to the public, will operate its business
                  in accordance with the standards and requirements of quality,
                  production, appearance, cleanliness, safety, and service as
                  are from time to time proscribed by Licensor, provided
                  such provisions are reasonable and do not inflict unreasonable
                  costs or expenses on Licensee; but in no event will Licensee
                  operate according to any standards which are lower than those
                  currently being practiced by Licensor. This shall include
                  keeping the manufacturing, shipping, and retail facilities of
                  Licensee in a neat, attractive and safe condition and also
                  includes making such repairs and renovations as may be
                  reasonably necessary in order to meet the reasonable standards
                  set by Licensor. In addition, Licensee shall at all times
                  maintain adequate inventories and trained personnel to serve
                  the public in a manner commensurate with the reputation of
                  Licensor's Facilities bearing the Licensed Marks. In order to
                  ensure common identity of products and services to the public,
                  Licensee shall place the Licensed Marks on such products,
                  buildings, and displays as Licensor is doing in its commercial
                  locations, or as Licensor may reasonably direct in writing to
                  Licensee.

         B.       Licensor shall, at its own expense, provide supervisory
                  assistance to Licensee concerning proper use of the Licensed
                  Marks and proper quality control as set forth in Paragraph
                  3.A. above. In order to facilitate such assistance and further
                  to ensure compliance with quality specifications and standards
                  for use of the Licensed Marks,


                                       4
<PAGE>
         Licensee shall allow representatives of Licensor at reasonable times,
         to enter upon the Licensed Facilities for inspection of the same, and
         upon reasonable written notice will make available to such
         representatives any information requested, including the right to
         inspect the premises, the Licensed Products, supplies being used to
         manufacture the Licensed Products, relevant manufacturing methods, and
         to conduct any tests necessary to determine if sufficient quality is
         being maintained.

C.       Licensee shall not make any representations to its customers as to the
         existence of any warranties of Licensor with respect to the Licensed
         Products being sold by Licensee, nor shall Licensee represent that
         anyone other than Licensee is in any way responsible for the quality of
         any product or service being provided by Licensee. Licensee shall make
         no representations that Licensee is affiliated in any manner with
         Licensor, nor that Licensor in any manner guarantees the debts,
         obligations, or liabilities of Licensee.

D.       Licensee will not do nor permit to be done any act that would tend to
         disparage the good will and reputation of Licensor or of any of the
         Licensed Marks, nor permit any act that could be reasonably foreseen to
         prejudice, affect, impair, or destroy the titles, interest, and/or
         ownership of Licensor in the Licensed Marks or the legal existence or
         enforceability of the Licensed Marks.

E.       Under no circumstances will Licensee challenge the validity of the
         Licensed Marks in any court or proceeding, nor attempt to cancel or
         invalidate the registrations of the Licensed Marks. Licensee will
         cooperate fully with Licensor in renewing any registrations of the
         Licensed Marks as they become due, including providing to Licensor a
         reasonable number of specimens exhibiting Licensee's commercial usage
         of the Licensed Marks, and specific information about dates and types
         of Licensee's usage thereof, without imposing on Licensee any
         obligation to pay registration fees.

F.       Licensee will not use the Licensed Marks in any sales of Exclusive
         Licensed Products outside the Exclusive Licensed Territory, nor will it
         use the Licensed Marks in any sale of Exclusive Licensed Products to,
         or accept any orders for the sale of Exclusive Licensed Products
         carrying the Licensed Marks from, any entity which Licensee knows or
         has reason to believe intends to sell the Exclusive Licensed Products
         using the Licensed Marks outside the Exclusive Licensed Territory. For
         the avoidance of doubt it is hereby clarified, that notwithstanding
         anything contained in this agreement Licensee is free to make and sell
         any products not bearing the Licensed Marks, without restriction,
         throughout the world.

G.       Licensee will remove the Licensed Marks specifically from the gate and
         entry way of Licensee's refinery and of Licensee's other manufacturing
         facilities within six (6) months after the effective date of this
         License Agreement. Nothing in this Agreement shall be construed,
         however, as preventing Licensee from advertising Licensed Products or
         Fina credit cards at the Big Spring Refinery or other transportation
         facilities or otherwise using the Licensed Marks as permitted
         hereunder.




                                       5
<PAGE>
     H.   Licensee is hereby granted a limited right to sublicense the Licensed
          Marks without the prior written approval of Licensor; but only in the
          Exclusive Licensed Territory, only for Exclusive Licensed Products,
          only to reputable jobbers and distributors, and only under terms and
          conditions at least as restrictive as those contained in this
          License Agreement. It is hereby agreed that the jobbers and
          distributors with whom Licensor has contractual relations prior to
          the date of this Agreement, are to be considered reputable, and the
          terms and conditions of said contractual relationships are deemed to
          be as restrictive as those contained herein, for the purposes of this
          Section 3.H. In the event of any such sublicense, Licensee agrees that
          it will enforce the quality control provisions to which Licensee is
          subjected herein, and further, that Licensee will include in each and
          every one of such sublicenses, provisions allowing Licensor to audit
          and inspect the sublicensees' products and facilities to the same
          extent Licensor has the rights hereunder with respect to Licensee's
          products and facilities. Each and every sublicense granted by Licensee
          hereunder, and each renewal by Licensee of existing sublicenses
          hereunder, shall include specific language setting forth that the
          trademarks being sublicensed are not owned by Licensee but are
          licensed from Licensor. Such language shall refer specifically to this
          Trademark License Agreement and shall contain provisions describing
          the exact time period that this License is to run, as well as the
          obligation on each sublicensee to debrand their products and
          facilities when legally obligated to by the terms of the relevant
          sublicense, and within the time period granted therefore. Licensee
          agrees to obey all laws, rules, regulations, ordinances, and standards
          of all pertinent governmental bodies in the Licensed Territory with
          respect to Licensee's use of the Licensed marks in the manufacture and
          sale of the Licensed Products, and to insert similar provisions in all
          new and renewed sublicenses, with the intent to bind all sublicensees
          to identical obligations. However, nothing in this agreement is to be
          construed as imposing on the Licensee an obligation to guarantee the
          performance by sublicensees of their obligations.

     I.   Licensor and Licensee agree that sale of Exclusive Licensed Products
          and Other Licensed Products under this License Agreement will be
          facilitated and increased by use of the Internet as a communications
          medium to existing and potential customers. Licensor and Licensee
          agree to develop and provide a mutually agreeable hypertext link
          from Licensor's web pages to Licensee's web page on the Internet for
          inquiries made via the Internet of Licensor for Exclusive Licensed
          Product or Other Licensed Products, or both of such Products. Such
          hypertext link, its format and the operating requirements and
          conditions shall be mutually agreed upon by Licensor and Licensee.

4.   INDEMNIFICATION.

     Licensee hereby indemnifies and holds Licensor harmless from any and all
     product liability and personal injury damages, legal actions, and
     governmental actions, incurred by Licensee after the Closing, as defined
     in the LP Interest Agreement, with respect to its manufacture and sale
     after the Closing of Exclusive Licensed Products and Other Licensed
     Products displaying the Licensed Marks, and with respect to the Licensed
     Facilities displaying after the Closing the Licensed Marks, including all
     reasonable legal costs and attorneys' fees

                                       6




<PAGE>
          incurred by Licensor in defending any such actions or causes post
          Closing. However, such indemnity shall not apply to losses caused
          primarily by the negligence or willful misconduct of Licensor.
          Licensor hereby indemnifies and holds Licensee harmless from any and
          all breaches by Licensor of any one or more of the representations and
          warranties made in this License Agreement.

5.        TERM.

          The term of this License Agreement shall run for twelve (12) years, or
          as long as Licensee continues to manufacture and sell Licensed
          Products in the Licensed Territory which display the Licensed Marks,
          whichever period is shorter.

6.        USE OF THE MARKS.

          A. Licensee will not use any of the Licensed Marks as a part of its
             corporate or business name. Licensee will only use, and will limit
             and permit the use of, the Licensed Marks solely in connection with
             the promotion and sale of Licensed Products. Licensee shall not use
             the Licensed Marks in connection with any other business, or any
             other property. No title to the Licensed Marks will pass hereunder
             to Licensee, or thereafter through or from Licensee; and only the
             rights granted in or pursuant to this License Agreement are
             provided to Licensee. However, nothing herein shall be construed as
             preventing or prohibiting Licensee from stating in any publication
             that it is a licensee of Licensor.

          B. Licensee's use of the Marks shall at all times be in accordance
             with styles and standards set forth from time to time by Licensor.

7.        ASSIGNMENT.

          Assignability of this Agreement shall be governed by Section 18.04 of
          the LP Purchase Agreement, a copy of which is attached hereto as
          Exhibit "C." Notwithstanding anything to the contrary herein, an
          assignment at any time of any or all of Licensee's rights or
          obligations under this Agreement to the Purchaser under the Asset and
          Stock Purchase Agreement of even date herewith, will be a permitted
          assignment not requiring prior approval by Licensor.

8.        TERMINATION.

          If Licensee defaults in the performance of any term, covenant or
          condition provided in this License Agreement, and such default
          continues uncorrected by Licensee or by Licensee's lender, for a
          period of ninety (90) days following notice thereof by Licensor to
          Licensee and Licensee's lender, this License shall thereafter
          terminate immediately upon delivery of written notice from Licensor to
          Licensee of notice of termination. However, breaches or infringement
          by any third party which are addressed diligently by Licensee under
          Section 3.H. or Section 19. hereof, shall not constitute a breach by
          Licensee of any of the terms of this Agreement. Defaults of this
          Agreement by Licensee may be cured by Licensee or by Licensee's
          lender.


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<PAGE>
9.        OBLIGATIONS OF LICENSEE UPON TERMINATION.

          Subject to the provisions of Article 1.F. herein, upon expiration of
          the twelve year term of this License Agreement, Licensee shall
          immediately cease to use or display the Licensed Marks, and will
          return to Licensor, or destroy, all written and printed materials and
          signage bearing the Licensed Marks within ninety (90) days after such
          expiration. Upon expiration of the License Agreement, Licensee shall
          have disposed of all Licensed Products in its inventory which have any
          of the Licensed Marks permanently affixed thereon; and upon
          termination or expiration, Licensee shall immediately cease labeling
          any further products with the Licensed Marks. Upon expiration or
          termination of this License, it shall be Licensee's sole
          responsibility to complete the debranding of the Licensed Facilities
          and insure that all use and display of the Licensed Marks, and all
          labeling and branding of the Licensed Facilities, shall have
          completely ceased, and the Licensee shall forthwith cease to use the
          name FINA on any advertising or promotional materials, including any
          reference to FINA.

10.       NOTICES AND ADDRESSES.

          Any notice or document required to be delivered hereunder shall be
          deemed to be delivered, when it is either: (i) sent via  confirmed
          facsimile transmission to the number given below, or (ii)
          hand-delivered to the parties at their respective addresses set forth
          below, or (iii) placed in an envelope addressed to the party intended,
          and mailed via the U.S. Postal service as first class Certified Mail
          with sufficient postage affixed thereto, to:

          Licensor:           ATOFINA Petrochemicals, Inc.
                              Attention: President
                              World Houston Plaza
                              15710 JFK Boulevard
                              Houston, TX. 77032
                              Fax No. (281) 227-5383

          Licensee:           SWBU, L.P.
                              Attention: President
                              6000 Legacy Drive
                              Plano, Texas 75204-3601
          Fax Number:         (  ) ____________________

          With a copy to:     Bracewell & Patterson, L.L.P.
                              500 N. Akard St., Suite 4000
                              Dallas, TX. 75201-3387
                              Attn: Michael W. Tankersley

                              Israel Discount Bank of New York
                              511 Fifth Avenue
                              New York, New York 10017
                              Telephone No.: (212) 551-8128



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<PAGE>
                         Facsimile No.: (212) 551-8720

Either party may change the address or facsimile number to which notices are to
be sent by giving the other party written notice of the new address or
facsimile number in the manner provided in this section.

11.       NO WAIVER.

          No waiver by one party of any breach by the other party of any of the
          other party's obligations, agreements, or covenants hereunder shall be
          a waiver of any subsequent breach or forbearance by the first party of
          its rights and remedies with respect to such or any subsequent breach.
          No waiver, change, modification, or discharge by either party hereto
          of any provision of this License Agreement shall be deemed to have
          been made, or shall be effective, unless expressed in writing and
          signed by both parties.

12.       PARTIAL INVALIDITY.

          If any term or provision of this License Agreement shall be held to
          be invalid or unenforceable, the remaining terms and provisions of
          this License Agreement shall not be affected thereby, but each term
          and provision shall be valid and enforced to the fullest extent
          permitted by law. Moreover, a valid provision, as similar as possible
          in its terms and effect, shall be substituted for the provision which
          is held invalid.

13.       ENTIRE AGREEMENT.

          This License Agreement constitutes the entire agreement of the
          parties with respect to the subject matter hereof, and any alterations
          or additions hereto shall have effect only if reduced to writing and
          signed by the duly authorized representative of each party. This
          License Agreement supersedes any prior understandings or written or
          oral agreements between the parties respecting the subject matter
          hereof. The terms used in this Agreement and not otherwise defined in
          this Agreement have the meanings given them in the LP Interest
          Agreement. No delay or omission on the part of any party in exercising
          any right or privilege under this Agreement shall operate as a waiver
          thereof, nor shall any waiver on the part of any party of any right or
          privilege under this Agreement operate as a waiver of any other right
          or privilege under this Agreement.

14.       ATTORNEYS' FEES AND COSTS.

          [This section is left Intentionally Blank.]

15.       GOVERNING LAW.

          This Licensee Agreement shall be governed, construed and enforced in
          accordance with the laws of the State of Texas, USA, without giving
          effect to Texas conflict of laws statutes.

                                       9

<PAGE>
16.      PARTIES BOUND.

         This License Agreement and all of its provisions shall inure to the
         benefit of and be binding upon the respective heirs and permitted
         successors and assigns of the parties hereto.

17.      RECITALS.

         The recitals set forth on the first page of this License Agreement are
         true and correct in all material respects and are incorporated herein
         by reference.

18.      WARRANTY.

         Except as expressly provided herein, nothing contained herein shall be
         construed as, and Licensor specifically disclaims, any warranty of
         validity with respect to any of the Marks; nor shall any provision of
         this License Agreement be construed as an obligation on Licensor to
         renew, maintain, or defend in court any one or more of the Licensed
         Marks. Licensor represents and warrants that the ownership and validity
         of the Licensed Marks are not being disputed or challenged in any court
         or other contested proceeding and that the Licensed Marks are currently
         in full force and effect; and further, that Licensor is not aware of
         any threat of any such dispute or challenge, nor of any circumstance
         that will cause Licensee's use of the Licensed Marks to infringe any
         existing valid third party trademark registration in effect at the time
         of execution of this Agreement. Licensor further warrants and
         represents that it has the right to grant the licenses herein granted
         and has not entered into any agreement that contravenes the license
         herein granted.

19.      INFRINGEMENT.

         A.       Should Licensee become aware of any third party infringement
                  of any one or more of the Licensed Marks in the Licensed
                  Territory, or any improper or wrongful use of the Licensed
                  Marks, Licensee shall immediately bring such improper use or
                  infringement to Licensor's attention in writing. Licensor, at
                  its sole discretion and expense, may choose to pursue legal
                  action against third parties infringing or misusing the
                  Licensed Marks in the Licensed Territory. If Licensor chooses
                  to pursue legal action against such third parties, Licensee
                  will take every reasonable step to cooperate with and assist
                  Licensor in such action, at Licensor's sole cost and expense.
                  Any and all damages recovered by Licensor from third parties
                  for trademark infringement or misuse shall be the sole
                  property of Licensor. Licensor shall reimburse Licensee for
                  Licensee's reasonable, provable costs incurred in cooperating
                  with Licensor during such recovery actions.

         B.       Should Licensor choose not to institute legal action against
                  any third party infringer of the Licensed Marks in the
                  Licensed Territory, such decision shall promptly be
                  communicated in writing by Licensor to Licensee, and Licensee
                  may choose to pursue such infringer at Licensee's sole
                  direction and expense. At Licensee's written request in such
                  action, Licensor will cooperate fully with Licensee in such
                  action and will provide to Licensee any necessary
                  documentation required for Licensee to bring


                                       10

<PAGE>
         lawful suit under the Licensed Marks against third party infringers,
         including voluntarily being added to the litigation as a necessary
         party. Any damages or monetary recovery gained by Licensee under such
         circumstances shall belong exclusively to Licensee, after paying
         Licensor's reasonable, incurred expenses. Licensee may not enter into
         any settlement agreement with any third party which has not received
         the prior written approval of Licensor, which approval shall not be
         unreasonably withheld; and in no event may Licensee agree to any
         settlement term which diminishes the scope, validity, or enforceability
         of any of the Licensed Marks, nor attempts to create any right of use
         or license in any third party, subject however, to Licensee's limited
         right to sublicense as set forth in Section 3.H. above. If, at any time
         during such legal action, Licensor decides it wishes to assume control
         of such litigation, it may do so without permission of Licensee, and
         upon full reimbursement of Licensee for all reasonable, provable costs
         (including attorney's fees) incurred in connection with such
         litigation. Licensor will be responsible for its own costs and
         attorney's fees incurred in such litigation. In the case of a monetary
         recovery thereafter, both parties shall share in the recovery
         proportionately to the amount of damages each has incurred by reason of
         said third party infringement, after deduction of all litigation
         expenses incurred by Licensor and Licensee.


20.   ARBITRATION.

      The parties hereto agree, as a severable and independent arbitration
      agreement separately enforceable from the remainder of this Agreement,
      that in the event Licensor and Licensee are unable to amicably resolve any
      dispute or difference arising under or our of, in relation to or in any
      way connected with this Agreement (whether contractual, tortious,
      equitable, statutory, or otherwise, and including any dispute as to the
      construction, existence, validity, interpretation, enforceability,
      amendment or breach of this Agreement), all such disputes or differences,
      upon the election of Licensor or Licensee, shall be finally and
      exclusively resolved by binding arbitration in Houston, Texas, in
      accordance with the arbitration provisions of Section 18.13 of the LP
      Interest Purchase Agreement.

      IN WITNESS WHEREOF, Licensor and Licensee have caused this License
Agreement to be executed by the respective authorized parties to be effective as
of the date set forth above.



      FINAMARK, INC.                        ATOFINA PETROCHEMICALS, INC.

      By: /s/ PETER J. WINNINGTON           By: /s/ RON W. HADDOCK
         ------------------------------        --------------------------------

      Printed Name: Peter J. Winnington     Printed Name: Ron W. Haddock
                   --------------------                  ----------------------

      Title: Sec/Treas.                     Title: ATTORNEY-IN-FACT
            ---------------------------           -----------------------------



      SWBU, L.P.

      By: ALON USA GP, INC., Its General Partner
         ---------------------------------------

      By: /s/ DAVID WIESSMAN
         ---------------------------------------

      Printed Name: David Wiessman
                   -----------------------------

      Title: Chairman
            ------------------------------------


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