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                                                                   EXHIBIT 10.21

                       MANAGEMENT AND CONSULTING AGREEMENT

      This MANAGEMENT AND CONSULTING AGREEMENT, dated as of August 1, 2003 (the
"Agreement"), is made by and among Alon USA, Inc., a Delaware corporation (the
"Company"), Alon Israel Oil Company, Ltd., a limited liability company formed
under the laws of Israel ("Alon Israel") and Alon USA Energy, Inc., a Delaware
corporation ("Alon Energy") (Alon Israel and Alon Energy are hereinafter
collectively referred to as the "Consultants").

                                   WITNESSETH:

      WHEREAS, Alon Israel is a prominent retailer of petroleum based products
in Israel where it operates fuel stations and commercial centers with gas
stations; and

      WHEREAS, Alon Energy is a wholly owned subsidiary of Alon Israel; and

      WHEREAS, the management personnel of both Alon Israel and Alon Energy have
significant expertise and skill in all aspects of the petroleum industry,
including but not limited to marketing, developing new store designs,
structuring transactions, implementing new technologies, developing franchising
programs and joint venture relationships, and maximizing the safety and
efficiency of petroleum refineries, pipelines and terminals; and

      WHEREAS, the Company desires to retain the services of the Consultants and
to call on the skills and expertise of the Consultants to assist and consult the
company in multiple aspects of its business and operations, as more particularly
described herein; and

      WHEREAS, the Consultants desire to provide such services to the Company in
consideration for the fees to be paid to the Consultants as described herein;

      NOW, THEREFORE, in consideration of mutual covenants and agreements set
forth herein and in reliance upon the representations contained herein, the
parties hereto covenant and agree as set forth herein:

                                    ARTICLE I

                                   APPOINTMENT

      Section 1.1 Appointment. The Company hereby designates and hires the
Consultants to provide management consulting and financial services to the
Company as provided herein (the "Services"). The Consultants hereby agree to
provide the Services for the consideration and subject to the other terms and
conditions of this Agreement.

      Section 1.2 Services of The Consultants. The Consultants shall make
reasonably available to the Company the services of their employees and officers
to assist and interact with management of the Company regarding policy
initiatives, financial planning and strategic planning relating to the ongoing
operations of the Company, including the ongoing implementation thereof, and to
perform such other services as mutually agreed upon from time to

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time by the Company and the Consultants. Without limiting the generality of the
foregoing, the Services shall include:

      (a) Assisting the Company in the strategic planning of the Company's
long-term goals, including the preparation of the Company's annual business plan
and budget;

      (b) Assisting the Company in its compliance with all reporting,
administrative and regulatory compliance obligations imposed by statute or
regulations and any reporting or other administrative obligations imposed by any
trade associations of which the Company is a member;

      (c) Advising the Company regarding the selection, management and
evaluation of the Company's officers and key employees and assisting the Company
in identifying the Company's employment needs;

      (d) Advising the Company regarding the retention of and performance review
of attorneys, accountants and other professionals retained by the Company;

      (e) Assisting and advising the Company in identifying and implementing new
technologies and plant modifications to improve production and efficiencies;

      (f) Consulting the Company regarding the design, construction and location
of petroleum service stations and convenience stores and adjacent commercial
facilities;

      (g) Consulting the Company regarding implementing, at the Company's
service stations in the U.S., Alon Israel's ring technology and cell technology
for increasing the speed, efficiency and convenience of refueling by customers;

      (h) Assisting the Company in identifying new markets and analyzing the
risks and benefits of entering such markets;

      (i) Assisting and advising the Company in identifying and implementing new
marketing strategies, promotions and techniques;

      (j) Advising the Company regarding franchising opportunities and other
methods of expanding the presence of the Fina brand in existing and emerging
market areas;

      (k) Assisting the Company in identifying opportunities for and negotiating
joint ventures relating to both the petroleum refining and retail/service
station sectors of the Company's business;

      (l) Advising the Company regarding the strategic growth of the Company,
including identifying businesses and assets for possible acquisition and
assisting in the negotiation of such acquisitions; and

      (m) Analyzing the capitalization and debt structure of the Company,
recommending sources of financing and assisting the Company in negotiating new
and existing credit facilities and other financings.

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      Section 1.3 Limitations. The Services are specifically limited by the
following:

      (a) The Services shall be limited to consulting and advising the Company's
management in the foregoing matters and shall not include the general management
of the ordinary business operations of the Company.

      (b) The Services shall not require any employee of the Consultants to
perform any part of the Services within the State of Texas. The parties
acknowledge that the Consultants do not conduct any part of their business in
the State of Texas and no provision of this Agreement shall be interpreted as
requiring the Consultants to perform any Services or any other acts which would
constitute doing business in the State of Texas.

      (c) In performance of the Services, the Consultants are not the agents or
employees of the Company, will not be responsible for any management decisions
on behalf of the Company and do not have the authority to bind the Company to
any agreement, understanding or commitment of any kind.

      Section 1.4 Consultant Personnel. All personnel provided by the
Consultants hereunder shall remain the employees of the Consultants and shall
not be the employees or agents of the Company.

      Section 1.5 Key Employees and Officers. The value placed on the experience
and knowledge of the Consultants' key employees and officers is among the
principal factors motivating the Company to enter into this Agreement.
Accordingly, the Consultants shall make every effort to make their key employees
and officers available for the performance of the Services. In the event that
such key employees and officers are not available, the Consultants shall make
every effort to provide the services of consultants with appropriate credentials
and experience.

      Section 1.6 Cooperation and Access to Information. The Company shall
provide the Consultants with access to the appropriate information pertaining to
the Company and its business that is necessary and appropriate for the
Consultants' performance of their obligations hereunder. The Company shall make
its management and employees reasonably available to the Consultants as may be
required by the Consultants in the performance of their obligations hereunder.
The Consultants shall treat as strictly confidential (and shall not disclose)
all information received or obtained as a result of entering into this Agreement
or performing their obligations hereunder.

                                   ARTICLE II

                                      TERM

      Section 2.1 Term. The initial term of this Agreement shall be for a period
commencing on the date hereof and ending on the third anniversary of the date
hereof (the "Initial Term"). After the Initial Term, this Agreement shall be
automatically extended for consecutive terms of one year each (the "Extension
Terms") unless any party gives written notice

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to the other parties of its intent to terminate at least ninety days of the end
of the then current term, whether such then current term is the Initial Term or
an Extension Term.

      Section 2.2 Termination of Agreement. The Consultants shall be entitled to
terminate this Agreement on thirty (30) days' prior written notice in the event
that the Company fails to pay the Management Consulting Fee when due and such
failure continues for a period in excess of three months. The Company shall be
entitled to terminate this Agreement in the event of:

      (a) The commitment of any gross negligence, fraud or willful misconduct by
either of the Consultants in the performance of their duties or responsibilities
under this Agreement;

      (b) With respect to either of the Consultants, the entry by a court having
jurisdiction in the premises of (i) a decree or order for relief in respect of
such Consultant in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or similar laws; or (ii)
a decree or order adjudging such Consultant as bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of such Consultant under any
applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of such
Consultant or of any substantial part of its property, or ordering the winding
up or liquidation of its affairs, and the continuance of any such decree or
order for relief of any such other decree or order unstayed and in effect for a
period of sixty (60) consecutive days;

      (c) With respect to either of the Consultants, the commencement by such
Consultant of a voluntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated as bankrupt or insolvent, or the
consent by such Consultant to the entry of a decree or order for relief in
respect of such Consultant in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Consultants or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by such Consultant in
furtherance of such action; or

      (d) Such time as the Consultants shall no longer either directly or
indirectly own the majority of the outstanding capital stock of the Company
entitled to vote for the election of the members of the board of directors of
the Company.

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                                   ARTICLE III

                         COMPENSATION OF THE CONSULTANTS

      Section 3.1 Compensation. The Consultants shall be entitled to receive
$250,000 for the Services provided for the period commencing on the date hereof
and ending on September 30, 2003 and $4,000,000 per year for Services provided
thereafter (the "Management Consulting Fee"), payable quarterly in arrears on
the fifteenth day of January, April, July and October. It is understood that the
Consultants will pay all normal costs and expenses incurred by them in
connection with providing the Services and that they will not be entitled to
reimbursement of any costs or out-of-pocket expenses incurred in connection with
rendering the Services except for any extraordinary expenses for which the
Company agrees in writing to reimburse the Consultants.

      Section 3.2 Restrictions on Payment of Compensation. No payment shall be
required to be made to the Consultants under this Agreement if such payment (i)
would violate the terms of any agreement or instrument governing the Company's
indebtedness to third parties or pursuant to which a third party is obligated to
advance funds to the Company or (ii) would cause the Company to become insolvent
or would otherwise materially jeopardize the Company's financial position. The
Consultants agree that if payments by the Company to the Consultants cease
pursuant to the terms of this Section 3.2, the Consultants shall have no
recourse against the Company regarding such payments; provided, however, that
the Consultants may cease providing the Services for the period during which
payment of any amounts due hereunder are suspended except to the extent that the
failure to provide a particular Service would cause material and irreparable
harm to the Company. The Consultants agree that the termination of this
Agreement is their sole remedy in the event of payments ceased pursuant to the
terms of this Section 3.2. At such time as it will not violate (i) and (ii)
above, all past due amounts shall be paid to the Consultants, but without
interest thereon.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      Section 4.1 Representations and Warranties of Alon Energy. Alon Energy
represents and warrants to the Company that:

      (a) it is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, has all necessary power and
authority to own, lease and operate the assets and properties now owned and
operated by it, is duly qualified to do business and is in good standing in all
jurisdictions in which the nature of its business or ownership of its properties
makes such qualification necessary and where the failure to so qualify would
have a material adverse effect on its business operations or its financial
condition; and

      (b) it has full power and authority to execute, deliver and perform this
Agreement and all other instruments and documents required or contemplated to be
executed, delivered and performed by it under this Agreement and such execution,
delivery and performance have been

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duly authorized by all necessary company action and other action as required
under applicable law or by its Certificate of Incorporation or Bylaws.

      Section 4.2 Representations and Warranties of Alon Israel. Alon Energy
represents and warrants to the Company that:

      (a) it is a limited liability company duly organized, validly existing and
in good standing under the laws of Israel, has all necessary power and authority
to own, lease and operate the assets and properties now owned and operated by
it, is duly qualified to do business and is in good standing in all
jurisdictions in which the nature of its business or ownership of its properties
makes such qualification necessary and where the failure to so qualify would
have a material adverse effect on its business operations or its financial
condition; and

      (b) it has full power and authority to execute, deliver and perform this
Agreement and all other instruments and documents required or contemplated to be
executed, delivered and performed by it under this Agreement and such execution,
delivery and performance have been duly authorized by all necessary company
action and other action as required under applicable law or by its
organizational documents.

      Section 4.3 Representations and Warranties of the Company. The Company
represents and warrants to the Consultants that:

      (a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware, has all necessary power
and authority to own, lease and operate the assets and properties now owned and
operated by it, is duly qualified to do business and is in good standing in all
jurisdictions in which the nature of its business or ownership of its properties
makes such qualification necessary and where the failure to so qualify would
have a material adverse effect on its business operations or its financial
condition; and

      (b) The Company has full power and authority to execute, deliver and
perform this Agreement and all other instruments and documents required or
contemplated to be executed, delivered and performed by it under this Agreement
and such execution, delivery and performance have been duly authorized by all
necessary company action and other action as required under applicable law or by
the Company's Certificate of Incorporation or Bylaws.

                                    ARTICLE V

                LIABILITY AND INDEMNIFICATION OF THE CONSULTANTS

      SECTION 5.1 STANDARD OF PERFORMANCE AND LIABILITY OF THE CONSULTANTS. WITH
RESPECT TO ANY SERVICE PROVIDED HEREUNDER, EACH OF THE CONSULTANTS AGREES TO
PERFORM SUCH DUTIES IN GOOD FAITH AND TO USE THE SAME DEGREE OF CARE AS IT WOULD
IN CONDUCTING SUCH SERVICES FOR ITS OWN ACCOUNT. OTHER THAN AS EXPRESSLY SET
FORTH IN THIS SECTION 5.1, EACH OF THE CONSULTANTS EXPRESSLY DISCLAIMS AND
NEGATES ANY GUARANTY OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING

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BUT NOT LIMITED TO ANY WARRANTIES COVERING FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT OR OTHERWISE. IN A MANNER BELIEVED BY THE CONSULTANTS TO BE
WITHIN THE SCOPE OF THEIR AUTHORITY, THE CONSULTANTS WILL BE LIABLE ONLY FOR
THEIR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. AS PART OF THE
CONSIDERATION FOR THE SERVICES TO BE PERFORMED BY THE CONSULTANTS, THE COMPANY
HEREBY WAIVES ALL CLAIMS AGAINST THE CONSULTANTS IN ANY CASE RESULTING FROM THE
CONSULTANTS' GOOD FAITH ACTS OR OMISSIONS, INCLUDING ACTS OR OMISSIONS INVOLVING
THE CONSULTANTS' OWN ORDINARY NEGLIGENCE, BELIEVED BY THE CONSULTANTS TO BE
WITHIN THE SCOPE OF THEIR AUTHORITY, EXCEPT FOR FRAUD, GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT ON THE PART OF THE CONSULTANTS OR ANY OF THEIR OFFICERS,
DIRECTORS OR EMPLOYEES.

      SECTION 5.2 Indemnification of the Consultants. The Consultants shall be
indemnified and held harmless by the Company from and against any liability
(including reasonable counsel fees and disbursements) or loss by reason of
injury to person or property in any way connected with the performance of their
obligations hereunder including such liabilities or losses resulting from the
Consultants' own ordinary negligence; provided, however, that such indemnity
shall not apply to the extent that any such liability or loss is caused by
fraud, gross negligence or willful misconduct on the part of the Consultants or
any of their officers, directors or employees.

      SECTION 5.3 Limitation of Liability. Notwithstanding anything contained to
the contrary in any provision of this Agreement, the parties agree that the
recovery by any party hereto of any damages suffered or incurred by it as a
result of any breach by the other parties of any of their representations,
warranties, covenants or obligations or any other matter or claim under this
Agreement shall be limited to the actual damages suffered or incurred by such
party, and in no event shall any party be liable to the other parties for any
indirect, consequential, special, exemplary or punitive damages except to the
extent such excluded damages constitute part of a third party claim suffered or
incurred by a party for which such party is entitled to indemnification
hereunder.

                                   ARTICLE VI

                                  MISCELLANEOUS

      Section 6.1 Relationship of the Parties. Nothing contained in this
Agreement, nor any acts of the parties hereto, shall be deemed or construed by
the parties hereto, or any of them, or any third party, to create a partnership
or a joint venture between the parties hereto. Nothing contained in this
Agreement, nor any acts of the parties hereto, shall be deemed to create a
third-party beneficiary relationship with or upon any party not a party to this
Agreement.

      Section 6.2 Covenants of Further Assurances. The parties hereto agree to
execute such other documents and perform such other acts as may be necessary or
desirable to carry out the purposes of this Agreement.

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      Section 6.3 Successors and Assigns. Subject to the limitations concerning
assignment, this Agreement shall be binding upon and inure to the benefit of the
parties and their permitted assigns.

      Section 6.4 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.

                            [SIGNATURE PAGE FOLLOWS.]

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first above written.

                                       ALON USA, INC.

                                       By: /s/ DAVID WIESSMAN
                                           -------------------------------------
                                       Name: David Wiessman
                                             -----------------------------------
                                       Title: Chairman of the Board of Directors
                                              ----------------------------------

                                       ALON ISRAEL OIL COMPANY, LTD.

                                       By: /s/ DAVID WIESSMAN
                                           -------------------------------------
                                       Name: David Wiessman
                                             -----------------------------------
                                       Title: President and CEO
                                              ----------------------------------

                                       ALON USA ENERGY, INC.

                                       By: /s/ DAVID WIESSMAN
                                           -------------------------------------
                                       Name: David Wiessman
                                             -----------------------------------
                                       Title: Chairman of the Board of Directors
                                              ----------------------------------

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