Exhibit 10.3

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.

                                  Deed of Trust
                    Security Agreement - Financing Statement

                                      Terms

Date:    February 25, 2004

Grantor:          Evans Systems, Inc. d/b/a MC Star, a Texas corporation

Grantor's Mailing Address:

                  Evans Systems, Inc. d/b/a MC Star
                  P.O. Box 431
                  El Campo, Texas 77437
                  Wharton County

Trustee:          Blair Couey

Trustee's Mailing Address:

                  P.O. Box 431
                  El Campo, Texas 77437
                  Wharton County

Lender:           Mauritz & Couey, a Texas general partnership

Lender's Mailing Address:

                  P.O. Box 431
                  El Campo, Texas 77437
                  Wharton County

Obligation

         Note

                  Date:  February 25, 2004

                  Original principal amount:  $1,000,000.00

                  Borrower:  Evans Systems, Inc. d/b/a MC Star

                  Lender:    Mauritz & Couey

                  Maturity date: February 25, 2005

                  Terms of Payment: As provided in the note.


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         Other Debt:

         This deed of trust also secures payment of any debt that Grantor may
subsequently owe to Lender and that arises while Grantor owns the Property.


Property (including any improvements):

         See Exhibit "A".

         Personal Property: The property constituting personal property located
in or on and used in the enjoyment of the Property.

DESCRIPTION OF COLLATERAL COVERED BY SECURITY AGREEMENT/FINANCING STATEMENT: all
accounts, accounts receivable, inventory and general intangibles, now owned and
hereafter acquired, and all products and proceeds thereof.

         In addition to creating a deed-of-trust lien on all the real and other
property described above, Grantor also grants to Lender a security interest in
all of the above-described personal property pursuant to and to the extent
permitted by the Texas Uniform Commercial Code.

         In the event of a foreclosure sale under this deed of trust, Grantor
agrees that all the Property may be sold as a whole at Lender's option and that
the Property need not be present at the place of sale.

Prior Lien: The lien created by this deed of trust will be subordinate to the
lien securing payment of a note, and any renewals, extensions, and modifications
thereof, in the original principal amount of FIVE HUNDRED THOUSAND DOLLARS
($500,000.00), which is dated July 23, 2002, executed by Evans Systems, Inc,
payable to the order of NewFirst National Bank, and more fully described in a
deed of trust recorded in Clerk's Filing No. 025193 of the Official Records of
Matagorda County, Texas. If default occurs in payment of any part of principal
or interest of that $500,000.00 note or in observance of any covenants of the
deed of trust securing it, the entire debt secured by this deed of trust will
immediately become payable at the option of Lender.

Other Exceptions to Conveyance and Warranty: Liens described as part of the
Consideration and any other liens described in the deed to Grantor as being
either assumed or subject to which title is taken; validly existing easements,
rights-of-way, and prescriptive rights, whether of record or not; all presently
recorded and validly existing instruments, other than conveyances of the surface
fee estate, that affect the Property; and taxes for 2004, but not subsequent
assessments for that and prior years due to change in land usage, ownership, or
both.

         For value received and to secure payment of the Obligation, Grantor
conveys the Property to Trustee in trust. Grantor warrants and agrees to defend
the title to the Property, subject to the Other Exceptions to Conveyance and
Warranty. On payment of the Obligation and all other amounts secured by this
deed of trust, this deed of trust will have no further effect, and Lender will
release it at Grantor's expense.

Clauses and Covenants

A.       Grantor's Obligations

Grantor agrees to-

         1. keep the Property in good repair and condition;


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         2. pay all taxes and assessments on the Property before delinquency;

         3. defend title to the Property subject to the Other Exceptions to
Conveyance and Warranty and preserve the lien's priority as it is established in
this deed of trust;

         4. maintain, in a form acceptable to Lender, an insurance policy that-

               a.   covers all improvements for their full insurable value as
                    determined when the policy is issued and renewed, unless
                    Lender approves a smaller amount in writing;

               b.   contains an 80 percent coinsurance clause;

               c.   provides all-risk coverage;

               d.   protects Lender with a standard mortgage clause;

               e.   provides flood insurance at any time the Property is in a
                    flood hazard area; and

               f.   contains such other coverage as Lender may reasonably
                    require;

         5. comply at all times with the requirements of the 80 percent
coinsurance clause;

         6. deliver the insurance policy to Lender within ten days of the date
of this deed of trust and deliver renewals to Lender at least fifteen days
before expiration;

         7. obey all laws, ordinances, and restrictive covenants applicable to
the Property;

         8. keep any buildings occupied as required by the insurance policy; and

         9. if the lien of this deed of trust is not a first lien, pay or cause
to be paid all prior lien notes and abide by or cause to be abided by all prior
lien instruments.

B.       Lender's Rights

         1. Lender may appoint in writing a substitute trustee, succeeding to
all rights and responsibilities of Trustee.

         2. If the proceeds of the Obligation are used to pay any debt secured
by prior liens, Lender is subrogated to all the rights and liens of the holders
of any debt so paid.

         3. Lender may apply any proceeds received under the insurance policy
either to reduce the Obligation or to repair or replace damaged or destroyed
improvements covered by the policy. If the Property is Grantor's primary
residence and Lender reasonably determines that repairs to the improvements are
economically feasible, Lender will make the insurance proceeds available to
Grantor for repairs.

         4. Notwithstanding the terms of the Note to the contrary, and unless
applicable law prohibits, all payments received by Lender from Grantor with
respect to the Obligation or this deed of trust may, at Lender's discretion, be
applied first to amounts payable under this deed of trust and then to amounts
due and payable to Lender with respect to the Obligation, to be applied to late
charges, principal, or interest in the order Lender in its discretion
determines.

         5. If Grantor fails to perform any of Grantor's obligations, Lender may
perform those obligations and be reimbursed by Grantor on demand for any amounts
so paid, including attorney's


<PAGE>

fees, plus interest on those amounts from the dates of payment at the rate
stated in the Note for matured, unpaid amounts. The amount to be reimbursed will
be secured by this deed of trust.

         6. If there is a default on the Obligation or if Grantor fails to
perform any of Grantor's obligations and the default continues after any
required notice of the default and the time allowed to cure, Lender may-

               a.   declare the unpaid principal balance and earned interest on
                    the Obligation immediately due;

               b.   direct Trustee to foreclose this lien, in which case Lender
                    or Lender's agent will cause notice of the foreclosure sale
                    to be given as provided by the Texas Property Code as then
                    in effect; and

               c.   purchase the Property at any foreclosure sale by offering
                    the highest bid and then have the bid credited on the
                    Obligation.

         7. If Grantor fails to pay any part of principal or interest secured by
a prior lien or liens on the Property when it becomes payable or defaults on any
prior lien instrument, the entire debt secured by this deed of trust will
immediately become payable at the option of Lender.

         8. Lender may remedy any default without waiving it and may waive any
default without waiving any prior or subsequent default.

C.       Trustee's Rights and Duties

If directed by Lender to foreclose this lien, Trustee will-

         1. either personally or by agent give notice of the foreclosure sale as
required by the Texas Property Code as then in effect;

         2. sell and convey all or part of the Property "AS IS" to the highest
bidder for cash with a general warranty binding Grantor, subject to the Prior
Lien and to the Other Exceptions to Conveyance and Warranty and without
representation or warranty, express or implied, by Trustee;

         3. from the proceeds of the sale, pay, in this order-

               a.   expenses of foreclosure, including a reasonable commission
                    to Trustee;

               b.   to Lender, the full amount of principal, interest,
                    attorney's fees, and other charges due and unpaid;

               c.   any amounts required by law to be paid before payment to
                    Grantor; and

               d.   to Grantor, any balance; and

         4. be indemnified, held harmless, and defended by Lender against all
costs, expenses, and liabilities incurred by Trustee for acting in the execution
or enforcement of the trust created by this deed of trust, which includes all
court and other costs, including attorney's fees, incurred by Trustee in defense
of any action or proceeding taken against Trustee in that capacity.


<PAGE>

D.       General Provisions

         1. Grantor agrees to (a) keep at Grantor's address, or such other place
as Lender may approve, accounts and records reflecting the operation of the
Property and copies of all written contracts, leases, and other instruments that
affect the Property; (b) prepare financial accounting records in compliance with
generally accepted accounting principles consistently applied; and (c), at
Lender's request from time to time, permit Lender to examine and make copies of
such books, records, contracts, leases, and other instruments at any reasonable
time.

         2. Grantor agrees to execute, acknowledge, and deliver to Lender any
document requested by Lender, at Lender's request from time to time, to (a)
correct any defect, error, omission, or ambiguity in this deed of trust or in
any other document executed in connection with the Note or this deed of trust;
(b) comply with Grantor's obligations under this deed of trust and other
documents; (c) subject to and perfect the liens and security interests of this
deed of trust and other documents any property intended to be covered thereby;
and (d) protect, perfect, or preserve the liens and the security interests of
this deed of trust and other documents against third persons or make any
recordings, file any notices, or obtain any consents requested by Lender in
connection therewith. Grantor agrees to pay all costs of the foregoing.

         3. If any of the Property is sold under this deed of trust, Grantor
must immediately surrender possession to the purchaser. If Grantor fails to do
so, Grantor will become a tenant at sufferance of the purchaser, subject to an
action for forcible detainer.

         4. Recitals in any trustee's deed conveying the Property will be
presumed to be true.

         5. Proceeding under this deed of trust, filing suit for foreclosure, or
pursuing any other remedy will not constitute an election of remedies.

         6. This lien will remain superior to liens later created even if the
time of payment of all or part of the Obligation is extended or part of the
Property is released.

         7. If any portion of the Obligation cannot be lawfully secured by this
deed of trust, payments will be applied first to discharge that portion.

         8. Grantor assigns to Lender all amounts payable to or received by
Grantor from condemnation of all or part of the Property, from private sale in
lieu of condemnation, and from damages caused by public works or construction on
or near the Property. After deducting any expenses incurred, including
attorney's fees and court and other costs, Lender will either release any
remaining amounts to Grantor or apply such amounts to reduce the Obligation.
Lender will not be liable for failure to collect or to exercise diligence in
collecting any such amounts. Grantor will immediately give Lender notice of any
actual or threatened proceedings for condemnation of all or part of the
Property.

         9. Grantor assigns to Lender absolutely, not only as collateral, all
present and future rent and other income and receipts from the Property. Grantor
warrants the validity and enforceability of the assignment. Grantor may as
Lender's licensee collect rent and other income and receipts as long as Grantor
is not in default with respect to the Obligation or this deed of trust. Grantor
will apply all rent and other income and receipts to payment of the Obligation
and performance of this deed of trust, but if the rent and other income and
receipts exceed the amount due with respect to the Obligation and deed of trust,
Grantor may retain the excess. If Grantor defaults in payment of the Obligation
or performance of this deed of trust, Lender may terminate Grantor's license to
collect rent and other income and then as Grantor's agent may rent the Property
and collect all rent and other income and receipts. Lender neither has nor
assumes any obligations as lessor or landlord with respect to any occupant of
the Property. Lender may exercise Lender's rights and remedies under this
paragraph without taking possession of the Property. Lender will apply all rent
and other income and receipts collected under this paragraph first to expenses
incurred in exercising Lender's rights and


<PAGE>



remedies and then to Grantor's obligations with respect to the Obligation and
this deed of trust in the order determined by Lender. Lender is not required to
act under this paragraph, and acting under this paragraph does not waive any of
Lender's other rights or remedies. If Grantor becomes a voluntary or involuntary
debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy will be
deemed equivalent to the appointment of a receiver under Texas law.

         10. Interest on the debt secured by this deed of trust will not exceed
the maximum amount of nonusurious interest that may be contracted for, taken,
reserved, charged, or received under law. Any interest in excess of that maximum
amount will be credited on the principal of the debt or, if that has been paid,
refunded. On any acceleration or required or permitted prepayment, any such
excess will be canceled automatically as of the acceleration or prepayment or,
if already paid, credited on the principal of the debt or, if the principal of
the debt has been paid, refunded. This provision overrides any conflicting
provisions in this and all other instruments concerning the debt.

         11. In no event may this deed of trust secure payment of any debt that
may not lawfully be secured by a lien on real estate or create a lien otherwise
prohibited by law.

         12. When the context requires, singular nouns and pronouns include the
plural.

         13. The term Note includes all extensions, modifications, and renewals
of the Note and all amounts secured by this deed of trust.

         14. Grantor represents to Lender that no part of the Property is exempt
as homestead from forced sale under the Texas Constitution or other laws.

         All real estate constituting Grantor's homestead exempt from forced
sale under the Texas Constitution or other laws consists of the following: None.

         15. Grantor agrees to furnish on Lender's request evidence satisfactory
to Lender that all taxes and assessments on the Property have been paid when
due.

         16. If the Property is transferred by foreclosure, the transferee will
acquire title to all insurance policies on the Property, including all paid but
unearned premiums.

         17. Lender may declare the debt secured by this deed of trust
immediately payable and invoke any remedies provided in this deed of trust for
default if Grantor transfers any of the Property to a person who is not a
permitted transferee without Lender's consent or, if Grantor is not a natural
person, if any person owning a direct or indirect interest in Grantor transfers
such interest to a person that is not a "permitted transferee" without Lender's
consent. "Permitted transferee" for a natural person means that person's spouse
or children, any trust for that person's benefit or the benefit of the person's
spouse or children, or any corporation, partnership, or limited liability
company in which the direct and beneficial owner of all the equity interest is a
natural person or that person's spouse or children or any trust for the benefit
of them; and the heirs, beneficiaries, executors, administrators, or personal
representatives of a natural person on the death of that person or on the
incompetency or disability of that person for purposes of the protection and
management of that person's assets; and for a person that is not a natural
person, any other person controlling, controlled by, or under common control
with that person.

         18. This deed of trust binds, benefits, and may be enforced by the
successors in interest of all parties.

         19. If Grantor and Borrower are not the same person, the term Grantor
includes Borrower.



<PAGE>


         20. Grantor and each surety, endorser, and guarantor of the Obligation
waive all demand for payment, presentation for payment, notice of intention to
accelerate maturity, notice of acceleration of maturity, protest, and notice of
protest, to the extent permitted by law.

         21. Grantor agrees to pay reasonable attorney's fees, trustee's fees,
and court and other costs of enforcing Lender's rights under this deed of trust
if this deed of trust is placed in the hands of an attorney for enforcement.

         22. If any provision of this deed of trust is determined to be invalid
or unenforceable, the validity or enforceability of any other provision will not
be affected.



                                        Evans Systems, Inc. d/b/a MC Star



                                        BY:
                                           -------------------------------------
                                                Blair Couey
                                                President






STATE OF TEXAS                   )

COUNTY OF MATAGORDA              )

         This instrument was acknowledged before me on , 2004, by Blair Couey,
President of Evans Systems, Inc. d/b/a MC Star, a Texas corporation, on behalf
of said corporation.

                                        ---------------------------------
                                        Notary Public, State of Texas


AFTER RECORDING RETURN TO:

Duckett, Bouligny & Collins,  L.L.P.
207 W. Jackson
P.O. Box 1567
El Campo, TX 77437
Tel: (979) 543-6845
Fax: (979) 543-9516