Exhibit 10.1


                                  Bill of Sale

Effective Date:   June __, 2004

Seller:           Evans Systems, Inc. d/b/a MC Star, a Texas Corporation

Seller's Mailing Address:

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

Buyer:            Mauritz & Couey, a Texas General Partnership

Buyer's Mailing Address:

                  Mauritz & Couey
                  P.O. Box 431
                  El Campo, Texas 77437

Consideration:

         For and in consideration of a credit of $__________________ on the
amount owed to Mauritz & Couey on that certain Revolving Credit Promissory Note
dated February 25, 2004, from Evans Systems, Inc. to Mauritz & Couey, and other
valuable consideration to it in hand paid by Evans Systems, Inc., a Texas
corporation, Seller has granted, sold, and conveyed, and by these presents does
grant, sell, and convey unto the said Buyer, the following interests in
property:

         all of Seller's accounts receivable, contract rights, chattel paper and
inventory that now exist or are currently owned by Seller as of the date of this
instrument.

         Seller, for the Consideration and subject to the Reservations from
Transfer and the Exceptions to Transfer and Warranty, sells, transfers, and
delivers the above said properties to Buyer, together with all and singular the
rights and appurtenances thereto in any way belonging, to have and to hold it to
Buyer and Buyer's heirs, successors, and assigns forever. Seller binds Seller
and Seller's heirs and successors to warrant and forever defend all and singular
the above said properties to Buyer and Buyer's heirs, successors, and assigns
against every person whomsoever lawfully claiming or to claim the same or any
part thereof when the claim is by, through, or under Seller but not otherwise,
except as to the Reservations from Transfer and the Exceptions to Transfer and
Warranty.

         WITH THE EXCEPTION OF THE WARRANTIES OF TITLE, INCLUDING THE WARRANTY
THAT NO LIENS EXIST ON THE TRANSFERRED PROPERTIES EXCEPT AS RECITED, SELLER HAS
MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE TRANSFERRED PROPERTIES
THAT HAS BECOME ANY BASIS OF


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THIS BARGAIN, AND FURTHER, SELLER HAS MADE NO AFFIRMATION OF FACT OR PROMISE
RELATING TO THE TRANSFERRED PROPERTIES THAT WOULD CONFORM TO ANY SUCH
AFFIRMATION OR PROMISE. SELLER DISCLAIMS ANY WARRANTY OF FITNESS FOR ANY
PARTICULAR PURPOSE WHATEVER WITH RESPECT TO THE TRANSFERRED PROPERTIES. THE
TRANSFERRED PROPERTIES ARE SOLD ON AN "AS IS" BASIS.

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



                                            Evans Systems, Inc.



                                            By:
                                               ------------------------------
                                                  Blair Couey, President








THE STATE OF TEXAS

COUNTY OF WHARTON

         This instrument was acknowledged before me, on this the _____day of
June, 2004 by BLAIR COUEY, President of EVANS SYSTEMS, INC, d/b/a MC Star.



                                            ------------------------------------
                                            NOTARY PUBLIC, STATE OF TEXAS