Unassociated Document


     

    TERMINALING
SERVICES AGREEMENT

     

    FOR

     

    COMMINGLED
PRODUCTS

     

    FUEL
STREAMERS, INC.

     

    AND

     

    INTERCONTINENTAL
FUELS, LLC

     

    HOUSTON,
TX

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE OF
CONTENTS

     

    
      
        	
                1.

              	
                Services
      /Reports/Documentation/Audit

              	
                1

              
	
                2.

              	
                Fees,
      Charges and Minimum Throughput Obligations

              	
                2

              
	
                3.

              	
                Operations,
      Facilities, Receipts and Deliveries /Indemnification

              	
                2

              
	
                4.

              	
                Title
      and Custody

              	
                6

              
	
                5.

              	
                Product
      Loans and Exchanges

              	
                7

              
	
                6.

              	
                Product
      Measurement

              	
                7

              
	
                7.

              	
                Product
      Loss Allowance

              	
                8

              
	
                8.

              	
                Force
      Majeure

              	
                8

              
	
                9.

              	
                Availability
      of Facilities

              	
                9

              
	
                10.

              	
                General/Notices

              	
                9

              
	
                11.

              	
                Assignability

              	
                10

              
	
                12.

              	
                Compliance
      with Law

              	
                10

              
	
                13.

              	
                Fixtures
      and Equipment

              	
                11

              
	
                14.

              	
                Default
      and Remedies

              	
                11

              
	
                15.

              	
                Insurance,
      Liability and Indemnity

              	
                12

              
	
                16.  

              	
                Conflict
      of Interes

              	
                 

              
	 
      	 
      	 
      
	 
      	
                Attachment
      “A”

              	
                14

              
	 
      	 
      	 
      
	 
      	
                Attachment
      “B”

              	
                17

              


      

    

     

    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TERMINALING
SERVICES AGREEMENT

     

    This Terminaling Services Agreement for
Commingled Products (this “Agreement”) is made on the 16th day of
December 2007 by and between Intercontinental Fuels, LLC, (“Owner”), with
offices at Houston, Texas, and FUEL STREAMERS, INC (“Customer”), with offices at
17617 Aldine Westfield Rd. Houston, TX 77073 (referred to herein individually as
“Party” and collectively as “Parties”) for commingled terminaling services at
the described terminal upon the terms and conditions herein set
forth.

     

    
      	
               
      

            	
              1.

            	
              SERVICES/REPORTS/DOCUMENTATION/AUDIT:

            


    

     

    
      	
               
      

            	
              1.1

            	
              Pursuant
      to this Agreement, Owner shall, at Owner’s terminal facility located at
      17617 Aldine Westfield Rd., Houston, Texas  77073, (the
      “Terminal”) , provide services related to the receipt, storage,
      throughput, custody and delivery of said Customer’s Product to and from
      Customer or on behalf of Customer.  Owner agrees to receive,
      store, and deliver Product into and out of the Terminal and provide the
      facilities reasonably necessary to perform such services and provide such
      additional services as may be set forth under this Agreement and
      attachments hereto, for the fees, rates and charges, and in accordance
      with the terms and conditions, herein contained.  Said services
      shall be performed in a manner consistent with practices in the US
      terminal industry and in compliance with applicable laws, rules,
      regulations and ordinances.

            


    

     

    
      	
               
      

            	
              1.2

            	
              On
      each day of activity, Owner shall fax to Customer a statement of receipts
      deliveries, transfers and ending inventory.  Said statements
      shall be emailed to [Confidential treatment claimed pursuant to Rule
      24b-2]

            


    

     

    
      	
               
      

            	
              1.3

            	
              Owner
      shall provide to Customer copies of documentation of receipts, transfers,
      and/or deliveries as set forth herein and as otherwise reasonably
      requested.

            


    

     

    
      	
               
      

            	
              1.4

            	
              Within
      fifteen (15) days following the end of each calendar month during the term
      of this Agreement, Owner shall submit to Customer statements recording the
      volume of Customer’s Product received into and delivered from the Terminal
      during the preceding calendar month, together with a statement of amounts
      due for services provided during the preceding 30 day
      period.  The said monthly invoice shall include charges for
      minimum throughput obligation charges as may be set forth on Attachment
      “A”.  Said statement and invoices shall be mailed to
      Customer at [Confidential treatment claimed pursuant to Rule
      24b-2].

            


    

     

    
      	
               
      

            	
              1.5

            	
              Each
      Party shall maintain a true and correct set of records pertaining to its
      performance of this Agreement and all transactions related thereto and
      shall retain copies of all such

            


    

     

    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
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              records
      for a period of not less than three years following termination or
      cancellation of this Agreement.  Upon reasonable request, a
      Party may audit such records  of the other
  Party.

            


    

     

    
      	
               
      

            	
              2.

            	
              FEES, CHARGES, AND
      MINIMUM THROUGHPUT
OBLIGATIONS:

            


    

     

    
      	
               
      

            	
              2.1

            	
              Customer
      agrees to pay Owner any and all charges and fees accruing hereunder for
      services rendered and as otherwise set forth herein and in Attachment
      “A”.  The fees, rates and charges shall be subject to any
      applicable escalation set forth in said Attachment
      “A”.

            


    

     

    
      	
               
      

            	
              2.2

            	
              All
      fees, rates, and  charges shall be due and payable immediately
      upon within 30 days of Customer’s receipt of Owner’s invoice for same, but
      such fees, rates and charges shall not be deemed to be past due/overdue
      until the expiration of 20 days after Customer’s receipt of Owner’s
      invoice for same.

            


    

     

    
      	
               
      

            	
              2.3

            	
              The
      Parties acknowledge and agree that the minimum throughput volume
      requirement of each Product covered by this Agreement for each term (or
      partial term, as may be specified in Attachment “A”
      hereof is specified in Attachment
      “A”.  Should Customer fail to deliver the minimum
      quantities specified, as set forth in Attachment “A”,
      (except for deficiencies due to force majeure reasons specified herein ,
      or Owner’s sole inability to receive Customer’s shipments due to
      insufficient storage availability), Customer shall be obligated to pay a
      deficiency charge equal to the deficient barrel number multiplied by the
      applicable throughput fee, specified in Attachment “A”,
      in addition to other fees, rates and charges therein
      provided.  Said deficiency charge will be reconciled
      every  two years.

            


    

     

    
      	
               
      

            	
              3.

            	
              OPERATIONS,
      FACILITIES, RECEIPTS AND
  DELIVERIES/INDEMNIFICATION:

            


    

     

    
      	
               
      

            	
              3.1

            	
              Unless
      otherwise agreed by the Parties, Customer’s Product shall be delivered to
      the Terminal, by or on behalf of Customer, via the valid delivery modes
      available at the Terminal (as specified in Attachment “A”)
      free of any charge to Owner.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Receipts
      and deliveries shall be handled within the normal business hours of the
      Terminal, which are specified on Attachment “A”,
      or as otherwise agreed herein.  As reasonably required by
      circumstances, Owner may make temporary changes in business hours, without
      Customer’s approval.  Owner shall notify Customer of such
      temporary changes in advance or as soon after implementation as is
      practicable.

            


    

     

    
      	
               
      

            	
              3.3

            	
              Customer
      shall provide and maintain updated forecasts of scheduled deliveries of
      Product to the Terminal, which forecasts shall include details as to type,
      grade and quantity of each Product.

            


    

     

    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    All
receipts and shipments of Product shall be arranged by Customer, and Owner shall
be responsible only to receive or discharge Product.  Customer shall
notify Owner of tentative in-bound shipment arrival dates and volumes reasonably
in advance of estimated arrival dates.  Upon receipt of such
nomination, Owner shall, within 24 hours, advise Customer of Terminal acceptance
or rejection of said nomination.  Customer or Customer’s agent shall
notify Owner of revised estimated arrival dates promptly as known and shall give
confirmatory notice of a 24 hour window of the estimated arrival date and time
approximately 48, 24 and 12 hours in advance.  Unless Owner otherwise
agrees, receipts and deliveries outside of the 24 hour window shall be handled
on a first come, first served basis.  If the Terminal will not be
available to receive or deliver Customer’s Product at the expected arrival time,
the Owner shall advise as to the earliest time when Customer’s Product may be
received or delivered.  Owner shall not be liable for delays which are
not caused by Owner’s acts or omissions or due to force majeure
events.

    


    
      	
               
      

            	
              3.4

            	
              Owner
      shall provide suitable piping and related facilities reasonably necessary
      for the receipt of Product to and from the
  Terminal.

            


    

    


    
      
        	
              	
                3.5

              	
                (a.)   Customer
      warrants to Owner that any and all Product tendered by or for the account
      of Customer for receipt by the Terminal shall conform to the
      specifications for such Product set forth in Attachment “B”
      herein, and herein comply with industry standards and all
      applicable laws, rules and regulations.  Owner shall not be
      obligated to  receive Product into the Terminal which is
      contaminated or otherwise fails to meet said specifications, nor shall
      Owner be obligated to accept Product which fails to meet quality
      specifications set forth in Attachment
      “B”.  In the event that Product received from Customer
      does not meet specifications or is contaminated, Owner shall promptly
      notify Customer.  Owner may take such action as deemed
      reasonably necessary to remedy any effects of said off-specification or
      contaminated Product, including transfer of the Product to another
      facility and cleaning and repair of tanks, lines and other Terminal
      equipment.  It is therefore understood that Owner shall be
      entitle to rely upon the specifications and representations of Customer as
      to Product quality.  Customer shall indemnify and hold Owner
      harmless from and against any and all damages, costs, expense (including
      not by limitation reasonable attorney’s fees), penalty or fine(s) incurred
      by Owner and arising out of or related to the delivery to the Terminal of
      Customer’s Product which does not comply with the requirements of this
      Agreement; provided, however, that written notice of any such claim for
      such damages, costs, expense, penalty or fine is given by Owner to
      Customer within ninety (90) days of receipt of such Product at the
      Terminal by Owner.  Where
      Customer is at fault, the maximum liability of Customer shall not exceed,
      and is strictly limited to, costs and reasonable expenses actually
      incurred by Owner and Owner’s other customers (“Other Customers”) in
      damage to Product, equipment, cleaning and repairing tank facilities, tank
      trucks and other vessels into which such Owner’s and Owner’s Other
      Customer’s Product was delivered at or from the Terminal, plus any fines
      and penalties actually levied against Owner or Other Customers by reason
      of such Customer’s fault.  In the event Customer knows,
      or has reason to believe, that any Product so tendered does not conform
      with these requirements, Customer shall notify Owner thereof as soon as
      possible, whereupon, Owner may elect to refuse tender or, if Owner has
      accepted Product into Terminal, Owner may make such disposition of the
      non-conforming Product as deemed prudent.  Notwithstanding
      anything to the contrary herein, Owner’s indemnities under this Agreement
      shall not apply with respect to non-conforming
  Product.

              


      

    

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
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                  (b.)   Prior
      to time of each receipt from Customer, a certificate setting forth
      quality, grade and other specifications shall be delivered to
      Owner.  Owner may, at Owner’s discretion, test Products received
      by the Terminal for the account of Customer to determine
      quality.  Such tests will performed by independent petroleum
      inspectors on samples taken prior to receipt of Product into the Terminal.
      Test shall be made in accordance with the latest ASTM standards and
      evidenced by appropriate certificate of testing.  Such
      certificate shall be conclusive of quality of Product
      tested.  Customer shall bear the reasonable cost of such
      independent testing, and shall reimburse Owner upon presentation of
      written invoice.

                


        

      

    

    


    
      	
               
      

            	
              3.6

            	
              Owner
      shall redeliver to Customer, or to such third parties as Customer may
      direct, the Product held by Owner at the Terminal for the account of
      Customer.  Customer shall be responsible  to provide
      documentation required to authorize deliveries for or on its behalf from
      the Terminal.  Where Product is to be delivered from the
      Terminal via Terminal loading racks such deliveries shall be made only
      upon the written  authorization of Customer and only to properly
      qualified and authorized
individuals.

            


    

     

    
      	
               
      

            	
              3.7

            	
              Except
      to the extent caused by Customer’s negligent acts or omissions, Owner
      assumes the responsibility for contamination occurring while Product is in
      storage.  Owner
      warrants to Customer that any and all Product delivered to Customer from
      the Terminal shall conform to the specifications for such Product set
      forth in Attachment “B”
      and herein, and shall comply with industry standards and all applicable
      laws, rules and regulations.  The
      maximum liability of Owner shall not exceed, and is strictly limited to,
      the difference between the value of the Product delivered to the Terminal
      and the value of the Product subsequently received by the Customer, plus
      the reasonable costs and expenses actually incurred by Customer and
      Customer’s immediate purchaser in damage to Product, equipment, cleaning
      and repairing tank trucks, and facilities, into which such Product was
      delivered at the Terminal, plus and fines and penalties actually levied
      against Customer or Customer’s immediate purchaser.  Owner has
      the option, in lieu of payment for Product, to replace such
      Product.

            


    

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.8

            	
              In
      the event and to the extent that Owner suffers damages, expenses, costs,
      claims, actions, fines, or penalties arising out of or related to the
      receipt or delivery of Customer’s Product to and from the Terminal or
      associated with the installation, maintenance, or removal of Customer’s
      equipment at the Terminal, to the extent that are the same caused by
      Customer’s negligent or willful act or omission and further to the extent
      that the same are not caused by Owner’s negligent or willful act or
      omission, Customer shall indemnify and hold Owner harmless there
      from.

            


    

     

    
      	
               
      

            	
              3.9

            	
              If
      any governmental body requires installation of any alteration or addition
      to any tank or other equipment at the Terminal which is used in relation
      to this Agreement, for purposes of compliance with applicable Federal,
      State or local law or regulation, or to prevent or reduce noise, the
      emission into the atmosphere of smoke, dust, fumes, vapors, or other
      matters caused by the Products or discharge of any matter into the
      environment, Owner shall notify Customer of its prorated cost of making
      any such installation or alteration.  If Customer elects to not
      share in such cost, the Owner may terminate this Agreement by giving
      Customer notice of its intention no later than 30 days prior to the date
      upon which such improvement, alteration or addition is required by the
      governmental body.  If Owner or Customer does not so terminate
      this Agreement, Owner may make such improvement, alteration or addition
      and Customer will pay its proportionate share of the costs (which will be
      determined by dividing the volume of Customer Product through the piece of
      equipment upgraded by the total volume of product through said equipment),
      said costs to be prorated monthly over the remaining Term which can be
      extended under mutually acceptable terms. In addition
      to     installation costs, these costs include
      engineering and interest expense (at a rate of 1% over the prime lending
      rate on the date of completion of such installation), and subsequent
      reasonable expenses of operating or maintaining such installation (if
      any).

            


    

     

    
      	
               
      

            	
              3.10

            	
              If
      a special method of terminaling Product is required, the Customer shall
      notify Owner in writing giving Owner sufficient time to take the necessary
      preparatory measures.  Failing such notice Owner shall not be
      liable for losses and/or damage incurred, due to special method not
      employed, during the terminaling of Products in question.  Owner
      shall not be obligated to provide any special terminaling service for
      which it is not equipped or prepared to
provide.

            


    

     

    
      	
               
      

            	
              3.11

            	
              If
      any Terminal equipment necessary to provide service pursuant to this
      Agreement is or becomes non-functional for an unreasonable period of time,
      except to the extent any such non-functioning is caused by a Force Majeure
      Event or the act of omission of Customer, any minimum throughput
      requirement set forth on Attachment “A”,
      shall be reduced by an equitable amount, for so long as the system remains
      inoperable, or for so long as substantially equivalent and convenient
      substitute systems are not provided; provided, however, if the system
      remains inoperable and if substantially equivalent and convenient
      substitute systems are not provided for a period of
      90  consecutive days or more, the Customer may terminate this
      Agreement by giving Owner ten (10) day’s notice
  thereof.

            


    

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.12

            	
              If
      Owner’s use of the Terminal for the handling of Product shall be
      substantially and materially restrained or enjoined by judicial process,
      or terminated by municipal or other government authority or by right of
      eminent domain, either Party may terminate this Agreement upon written
      notice to the other Party.

            


    

     

    
      	
               
      

            	
              4

            	
              TITLE AND
      CUSTODY:

            


    

     

    
      	
               
      

            	
              4.1

            	
              Title
      to Customer’s Product shall remain with Customer at all times subject to
      any lien in favor of Owner created pursuant to the terms of this
      Agreement.  If Customer desires to insure its Product it shall
      be responsible to do that at its sole cost and expense; Owner shall not be
      obligated to insure Customer’s
Product.

            


    

     

    
      	
            	
              4.2

            	
              Owner’s
      custody of Customer’s Product shall be as
  follows:

            


    

     

    a.  Where
Customer’s Product is to be received via a pipeline, Owner’s custody begins
when  said Product reaches Owner’s first valve at the Terminal
downstream of the pipeline delivery station.

     

    b.  Where
Customer’s Product is to be received via a tank truck pipeline, Owner’s custody
begins when said Product reaches Owner’s first valve at the Terminal downstream
of the truck pump or hose.

     

    c.   Where
Customer’s Product is to be delivered to tank trucks, Owner’s custody shall
cease upon reaching Owner’s dry break coupler at the loading rack at the
terminal.

     

    d.  Upon
delivery to Customer or Customer’s designee, as provided above, Owner shall have
no responsibility for any loss, damage or injury to persons and/or property
arising out of possession or use of the Product, except to the extent that such
loss, damage and/or injury may be caused by the negligent or wrongful acts or
omissions of Owner.

     

    e.  Customer
shall pay any and all taxes, licenses, fees or other charges and/or assessments,
(including any charge or payment in lieu thereof), including inventory and
product ownership taxes, if any, on Customer’s Product and Customer’s property
at the Terminal.  Customer shall pay applicable sales tax an terminal
services.  Customer shall reimburse Owner for any costs or expense
incurred by Owner in association with the type of tax, expense, fee or cost
referenced in this subsection.

     

    
      	
               
      

            	
              4.3

            	
              Except
      for any operator lien allowed by law, Owner shall not allow any lien or
      encumbrance against the Product and shall indemnify, defend and hold
      Customer harmless from and against all claims and damages, including
      attorney’s fees, resulting there
from.

            


    

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
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              5.

            	
              PRODUCT LOANS AND
      EXCHANGES:

            


    

     

    
      	
               
      

            	
              5.1

            	
              This
      Agreement is for commingled services.  Customer’s Product may be
      handled, stored and commingled with products of like grade and quality
      belonging to others as customary or prudent to normal Terminal
      operations.

            


    

     

    
      
        	
              	
                5.2 

              	
                Product
      loans from one terminal customer’s inventory to that of another will be
      allowed, subject to written permission granted beforehand by the lending
      customer, and proper accounting for loans.   Routine
      assurances will be given to all parties that negative inventories will not
      exceed reasonable deficiencies and prompt action will be taken to restore
      positive balances.

              


      

    

     

    
      	
            	
              
                5.3 

              

            	
              
                Terminal
      customers (including Owner), from time to time, may exchange volumes of
      Product at the Terminal in order to maintain continuity of
      deliveries.  Such exchanges will be made (including the transfer
      of Product among the Terminal tankage) only after specific exchange
      agreements are executed.

              

            


    

     

    
      	
               
      

            	
              6.

            	
              PRODUCT
      MEASUREMENT:

            


    

     

    
      	
               
      

            	
              6.1

            	
              Quantities
      of Product received into and delivered from the Terminal shall be
      determined by gauge readings of tanks before and after each shipment and
      tank truck meter bills of lading for truck deliveries.  The
      quantities in storage at any time shall be determined from Terminal
      inventory records of receipts and deliveries.  Inventory records
      of Product shall be verified against the sum of the material in Terminal
      tanks as well as line charge.  Gauging of Product received,
      delivered and in storage shall be taken jointly by representatives of the
      Parties:  provided that if Customer does not have
      representatives present for gauging, Owner’s gauging shall be
      conclusive.  Customer shall have the right to use certified
      public inspectors at its own
expense.

            


    

     

    
      	
               
      

            	
              6.2

            	
              (a)
      Quantities of Product received into tanks shall be determined by tank
      gauges.

            


    

    (b)  Quantities
of Product delivered into tank trucks shall be determined by proved loading rack
meters.

     

    
      	
               
      

            	
              6.3

            	
              Quantity
      determinations shall be corrected to sixty degrees Fahrenheit (60 F°)
      based on a U.S. gallon of two-hundred thirty-one (231) cubic inches and
      forty-two (42) gallons to the barrel, or metric equivalents, in accordance
      with the latest supplement or amendment to appropriate ASTM Petroleum
      Measurement Tables.

            


    

     

    
      
        	
              	
                6.4 

              	
                Owner
      will furnish Customer with daily inventory reports, bills of lading and
      monthly inventory reports.  Owner certifies to Customer the
      accuracy of all gauging and Terminal records as to quantities, and grants
      Customer reasonable access during normal business hours for purposes of
      examination, testing and audit of Terminal records pertaining to the
      receipt, handling, storage and delivery of Customer
      Product.  Customer may at its sole cost and expense, utilize
      independent testing services and independent auditors for such purposes,
      and Owner shall grant reasonable access to such representatives for said
      purposes.

              


      

    

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
            	
              7.

            	
              PRODUCT GAINS AND
      LOSSES:

            


    

     

    
      	
               
      

            	
              7.1

            	
              During
      such time as Owner is the custodian of Product, and Tank roofs are
      floating Owner will indemnify Customer against any unexplained Product
      loss due to evaporation, shrinkage, line loss and
  clingage.

            


    

     

    
      
        	
              	
                7.2 

              	
                Customer
      agrees to provide sufficient inventory to maintain Customer’s pro-rata
      share of tank bottoms and heels. Customer further agrees to absorb any and
      all gains and losses for  distillate
      fuels.  Owner  will add to and delete from Customer’s
      inventory on a routine basis based upon the actual gains and losses in the
      tanks.

              


      

    

     

    
      	
            	
              
                7.3 

              

            	
              
                Losses
      of Customer’s Product at the Terminal resulting from fire, lightning, and
      extended coverage perils shall be the sole responsibility of Customer, and
      Customer waives all claims against Owner for any such losses; provided
      however, if a fire or other extended coverage peril is caused in whole or
      part by the negligent acts or omissions of Owner, then Owner shall be
      liable to Customer, in accordance with Paragraph 7.1, but
      only to the extent of Owner’s proportionate share of any such losses
      caused in whole or in part by
  Owner.

              

            


    

     

    
      	
               
      

            	
              8.

            	
              FORCE
      MAJEURE:

            


    

     

    
      	
               
      

            	
              8.1

            	
              If
      either Party is rendered unable, wholly or in part, by force majeure to
      carry out its obligations under this Agreement, other than the obligation
      to pay funds due, that Party shall give the other Party prompt written
      notice of the force majeure with reasonably full particulars thereof;
      thereupon, the obligations of the Party giving notice, so far as they are
      affected by the force majeure, shall be suspended during, but not longer
      than, the continuance of the force majeure.  The affected Party
      shall use all reasonable diligence to remove the force majeure as quickly
      as possible.

            


    

     

    
      	
               
      

            	
              8.2

            	
              The
      requirements that any force majeure shall be remedied with all reasonable
      dispatch shall not require the settlement of strikes, lockouts, or other
      labor difficulty by the Party claiming force majeure contrary to its
      wishes.

            


    

     

    
      	
               
      

            	
              8.3

            	
              The
      term “force majeure” as herein employed shall mean an Act of God, strike,
      lockout, or other industrial disturbance, act of public enemy, war,
      blockade, public riot, lightning, fire, storm, flood, explosion, blackout,
      governmental restraint, unavailability of equipment, or any other cause,
      whether of the kind specifically enumerated above or otherwise, which is
      not reasonably within the control of the Party claiming
      suspension.

            


    

    


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Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              8.4

            	
              If
      either party is rendered unable to perform by reason of force majeure for
      a period in excess of 120 days, then the other Party may terminate this
      Agreement upon written notice to the Party claiming force
      majeure.

            


    

     

    
      	
               
      

            	
              9.

            	
              AVAILABILITY OF
      FACILITIES:

            


    

     

    
      	
               
      

            	
              9.1

            	
              Customer
      shall have the right, reasonably exercised (1) to observe and verify
      Owner’s performance of its services hereunder and (2) to have ingress and
      egress to, from and within the Terminal to the extent required for the
      purposes of this Agreement.  Customer shall exercise none of
      such rights in any way, which will materially and unreasonably interfere
      with or diminish Owner’s control over or its operation of the Terminal,
      and Customer shall be subject to reasonable rules and regulations
      affecting the Terminal promulgated by Owner from time to
      time.  Customer acknowledges and agrees that under this
      Agreement no Customer vehicles or vehicles acting on behalf of Customer
      shall be granted access to the Terminal until the Owner thereof has been
      properly qualified and has executed the then-current Terminal Access
      Agreement.

            


    

     

    
      	
               
      

            	
              9.2

            	
              Customer
      shall cause all persons receiving or delivering its Product to utilize
      only those portions of the Terminal facilities designated for such
      purposes by Owner and only for the period of time required for expeditious
      completion of such receipt and
delivery.

            


    

     

    
      	
               
      

            	
              9.3

            	
              Customer
      acknowledges that any grant of the right of access to the Terminal
      hereunder or under any document related hereto shall be a grant merely a
      license and shall convey no interest in or to the Terminal or any part
      thereof, and may be withdrawn by Owner at its
  discretion.

            


    

     

    
      	
            	
              10.

            	
              GENERAL /
      NOTICES:

            


    

     

    
      	
               
      

            	
              10.1

            	
              Any
      notice required under this Agreement , shall be deemed received if
      delivered by United States mail, certified or registered, return receipt
      requested, confirmed overnight courier service, or confirmed facsimile
      transmission addressed as follows:

            


    

     

    
      
        
          
            	
                    Customer

                  	 
      	
                    Owner

                  
	
                    CONTRACT MATTERS

                  	
                      

                  	
                    Intercontinental
      Fuels, LLC

                  


          

        

      

    

    [Confidential
treatment claimed pursuant to Rule 24b-2]

    


    INVOICES -
FINANCIAL

    [Confidential
treatment claimed pursuant to Rule 24b-2]

    


    
      	
               
      

            	
              10.2

            	
              The
      term of this Agreement shall be set forth in Attachment
      “A”.

            


    

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              10.3

            	
              This
      Agreement constitutes the entire Agreement between the Parties with
      respect to the subject matter hereof and may not be amended without the
      prior written consent of the Parties
hereto.

            


    

    


    
      	
               
      

            	
              10.4

            	
              THIS
      AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
      REGARD TO ITS CONFLICT OF LAW
RULES.

            


    

    


    
      	
            	
              11.

            	
              ASSIGNABILITY:

            


    

     

    
      
        	
              	
                11.1

              	
                This
      Agreement shall be binding upon and shall inure the benefit of the
      successors and permitted assigns of the Parties; provided, however, that
      this Agreement and the obligations of the Parties hereunder shall not be
      assignable by either Party without the express prior written consent of
      the other Party, which consent shall not be unreasonably withheld
      provided, however, Owner may assign to any bank or other financial
      institution Owner’s right to receive any and all fees, rates, and charges
      to be received by it from Customer under this
  Agreement.

              


      

    

     

    
      	
            	
              12.

            	
              COMPLIANCE WITH
      LAW:

            


    

     

    
      
        	
              	
                12.1 

              	
                The
      Parties, and the customers, carriers and contractors of each, shall be
      separately and solely responsible for compliance with all laws, rules,
      regulations, ordinances, order and decrees specifically applicable to such
      Party or person, and such Party’s or person’s products, facilities and
      equipment.

              


      

    

     

    
      	
               
      

            	
              12.2

            	
              Owner,
      as operator of the Terminal, shall have no responsibility with regard to
      Customer’s obligations under any state or federal mandatory allocation
      program applicable to Customer’s Products, and Customer agrees that any
      restrictions placed on withdrawals by Customer or its purchasers will be
      solely Customer’s responsibility to
administer.

            


    

     

    
      	
               
      

            	
              12.3

            	
              Government
      Regulations:  Each Party warrants that the Products it delivers
      hereunder will be delivered and handled in material compliance with all
      federal, state and local laws and regulations.  Owner warrants
      that it may lawfully receive, store, sell, use and transport such Products
      in interstate and intrastate commerce, and agrees to furnish Customer any
      evidence required to prove compliance with such laws, regulations and
      proclamations and to file with governmental agencies reports evidencing
      such compliance if required by such law, regulations, and
      proclamations.

            


    

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
            	
              13.

            	
              FIXTURES AND
      EQUIPMENT:

            


    

     

    
      	
               
      

            	
              13.1

            	
              All
      fixtures, equipment and appurtenance attached to the tanks, pipelines and
      other facilities of the Terminal by either Party (except for special
      equipment paid for by Customer which it may remove provided Customer pays
      for all damage caused thereby) shall be and remain the property of
      Owner.  Customer may install no such items without the prior
      written permission of Owner.

            


    

     

    
      	
            	
              14.

            	
              DEFAULT AND
      REMEDIES:

            


    

     

    
      
        	
              	
                14.1

              	
                Should
      Customer default in the prompt performance and observance of any material
      terms or conditions of this Agreement, including those relating to the
      payment of money, and such default shall continue for thirty (30) or
      more days
      after receipt of written notice thereof from Owner, or should Customer
      become insolvent, go into bankruptcy, voluntary or involuntary, or be
      placed in the hands of a receiver, then and in such event, any fees for
      services rendered or to be rendered, and any throughput fees required to
      be paid hereby for the whole remaining Term hereof shall, at the option of
      Owner become immediately due and payable, subject to the provisions of
      this Agreement that limit Customer’s liability, and Owner shall have the
      right, at its option, to terminate this Agreement.  Owner shall
      further have the right, in the event of Customer’s default hereunder, to
      exercise its operator’s contractual lien as hereinafter
      provided   refuse receipt and delivery of Customer’s
      Product and take such other action as it may deem reasonably necessary,
      which rights may be exercised as Owner determines, without waiver of any
      rights not so exercised, subject to the provisions of this Agreement that
      limit Customer’s
liability.

              


      

    

     

    
      	
               
      

            	
              14.2

            	
              Should
      Owner fail in its obligations hereunder, and such failure continue for
      more than 30 days after written notice thereof from Customer, then
      Customer, in addition to any other rights provided by applicable law, may
      terminate this Agreement and collect appropriate damages accorded to
      Customer under law subject to the provisions of this Agreement which may
      limit liability.

            


    

     

    
      
        	
              	
                14.3 

              	
                Owners,
      as Terminal operator and bailee of Customer’s Products, is hereby granted
      a first and preferred lien on the Product and any property of Customer
      located at the Terminal from the time of receipt until delivery to
      Customer, to secure the payment of all sums due from Customer as a result
      of services provided by this Agreement. In the event customer should fail
      to pay sums owed by it to Owner or otherwise cause a default under this
      agreement after notice as above provided, Owner may proceed in law to
      enforce its lien to satisfy all contractual of Customer, including all
      cost, attorney fees, and expense incurred by Owner in the enforcement of
      its lien and the recovery of monies owed to it by Customer. All of Owner’s
      rights hereunder are subject to the provision of this Agreement that limit
      Customer’s liability.

              


      

    

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              14.4

            	
              Within  sixty
      (60) days of termination of or default under this Agreement, subject to
      any lien in favor of Owner, customer shall remove from the Terminal its
      Product and comply with any provision of this Agreement requiring Customer
      to clean tanks in which Customer product was handled. Failure to do so
      within the allowed time period will result in Customer being liable to
      Owner for the cost of storage and handling of said Product at a rate Of
      $0.01 per barrel  per day storage in addition to any other fees
      rates payable to Owner by Customer hereunder or
  otherwise

            


    

     

    
      	
               
      

            	
              14.5

            	
              Acceptance
      of Owner of any payment from Customer for any charge or service after
      termination of this Agreement shall not be deemed a renewal of this
      Agreement under any circumstances, nor a waiver of any rights Owner may
      have under this Agreement or
otherwise.

            


    

     

    
      	
            	
              15.

            	
              INSURANCE, LIABILITY
      AND INDEMNITY:

            


    

     

    
      
        	
              	
                15.1 

              	
                Customer
      shall carry insurance covering Product inventories, if any be desired by
      Customer, at its own expense.

              


      

    

     

    
      	
            	
              
                15.2 

              

            	
              
                Owner
      shall not be liable for:

              

            


    

     

     (a)  loss
of Customer’s Product  due to evaporation, shrinkage, line loss and
clingage of product handled by Owner during the Term except to the
extent   such losses are due to the fault of Owner and as
otherwise specifically provided herein:

    (b)  loss
of Customer’s product associated with customer approved Product flushing to
eliminate  residual particles or other contaminants from pipelines,
tanks valves or pumps; and  or damages arising from any Force Majeure
Event.

     

    
      
        	
              	
                15.3 

              	
                To
      the extent permitted by law, the Parties shall indemnify and hold each
      other, and each others’ parents and affiliates, and its and their
      officers, directors, managers, employees, members, stockholders and
      representatives harmless from and against any loss or liability, including
      legal expenses, arising out of or associated with any claim or cause of
      action arising from the indemnifying Party’s negligent or willful actions
      or omissions in the exercise of the privileges herein granted and
      obligations herein undertaken, for loss of or damage to property or
      natural resources, violation of any governmental laws, regulations, or
      orders, or injury to or death of persons including not by limitation
      Customer’s and Owner’s property and employees, contractors, agents and
      other representatives, in whole or in part caused by, resulting from,
      growing out of, or incidental to the indemnifying Party’s negligent or
      wrongful actions or omissions.  The indemnifying Party shall, at
      the option of the non-indemnified Party defend the indemnified Party at
      the indemnifying Party’s sole cost and expense in any litigation or
      administrative enforcement action involving the same; provided, however,
      that such indemnification and hold harmless shall not apply to claims for
      loss, damage, injury, or death, to the extent same arise out of
      indemnified Party’s negligent acts or omissions or willful actions or
      omissions.

              


      

    

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              15.4

            	
              Notwithstanding
      any other provisions of this Agreement to the contrary, Owner, as
      operator, of the Terminal shall indemnify Customer against and hold
      Customer harmless from all environmental claims, demands, actions, losses,
      damages, expenses, fees, fines, penalties, costs and liabilities of any
      nature or kind arising from Owner’s operation of the Terminal except to
      the extent that such claims, demands, actions, looses, damages, expenses,
      fees, fines, penalties, costs or liabilities arise out of Customer’s
      negligent or willful act or
omission.

            


    

     

    
      
        	
              	
                15.5 

              	
                THE
      PARTIES AGREE THAT WHERE THE PERSONAL INJURY TO OR DEATH OF ANY PERSON, OR
      LOSS OF OR DAMAGE TO PROPERTY IS THE RESULT OF THE JOINT OR CONCURRENT
      NEGLIGENCE OR WILLFUL ACTS OR OMISSIONS OF OWNER AND CUSTOMER, EACH
      PARTY’S DUTY OF INDEMNIFICATION SHALL BE IN PROPORTION TO ITS SHARE OF
      SUCH JOINT OR CONCURRENT NEGLIGENCE, OR WILLFUL ACTS OR
      OMISSIONS.

              


      

    

     

    
      	
               
      

            	
              15.6

            	
              Neither
      Party shall be liable to the other under any circumstances for special,
      indirect or consequential damages, punitive damages, loss of profits or
      loss of new business.

            


    

     

    EXECUTED
the day and year first above written.

     

    INTERCONTINENTAL
FUELS, LLC.

     

    
      
        	
                By:

              	
                /s/

              


      

    

     

    Michael
A. Turchi, General Manger

     

    FUEL
STREAMERS, INC

     

    
      
        	
                By:

              	
                /s/

              


      

    

     

    B. J.
Burney, President

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    ATTACHMENT
“A”

     

    CUSTOMER:  [Confidential
treatment claimed pursuant to Rule 24b-2]

     

    FACILITY:  Intercontinental
Fuels, LLC – North Houston Terminal

     

    17617 Aldine Westfield Rd., Houston,
TX  77073

     

    
      	
            	
              A.

            	
              PRODUCT

            


    

     

    Customer
may throughput the following products under this Agreement:

     

    
      
        	
                Product

              
	 
      
	
                ·  #2
      Distillate Fuel – Low Sulfur, 500 ppm maximum

              
	 
      
	
                ·  #2
      Distillate Fuel – Ultra Low Sulfur, 15 ppm maximum

              
	 
      
	
                · 
      B100

              


      

    

     

    
      	
               
      

            	
              B.

            	
              RATES
      AND VOLUME OBLIGATION:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Throughput Fees and
      Volume Obligation:  - Customer shall pay the fees as
      described below:

            


    

     

    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          Tankage

                        	 	
                          Volume

                        	 	 	
                          Rate

                        	 	 	
                          Monthly Charge

                        	 
	
                          Commingled

                        	 	 	0	 	 	$	0	 	 	$	0	 
	
                          Throughput

                        	 	
                          Minimum
      Volume

                        	 	 	
                          Rates

                        	 	 	
                          Minimum
      Charge Per Quarter

                        	 
	
                          #2
      Distillated Fuel

                        	 	 	 	 	 	
                          [Confidential
      treatment claimed pursuant to Rule 24b-2]

                        	 	 	 	 	 
	
                          B
      100

                        	 	 	 	 	 	
                          [Confidential
      treatment claimed pursuant to Rule 24b-2]

                        	 	 	 	 	 
	
                          Additives

                        	 	 	 	 	 	
                          Rate

                        	 	 	 	 	 
	
                          TxLED

                        	 	 	 	 	 	
                          [Confidential
      treatment claimed pursuant to Rule 24b-2]

                        	 	 	 	 	 
	
                          BioDiesel
      Blending-in tank    or rack

                        	 	 	 	 	 	
                          [Confidential
      treatment claimed pursuant to Rule 24b-2]

                        	 	 	 	 	 
	
                          Red
      Dye

                        	 	 	 	 	 	
                          [Confidential
      treatment claimed pursuant to Rule 24b-2]

                        	 	 	 	 	 


                

              

            

          

        

      

    

     

    Customer
agrees to provide a pro-rata share of tank bottoms and line fills in the
following tank (s) as long as Customer maintains an inventory in Owner’s
tank

     

    
      	
               
      

            	
              C.

            	
              VALID
      DELIVERY MODES

            


    

     

    Inbound
via TEPPCO Pipeline

    Outbound
via tank truck

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


    
      	
            	
              D.

            	
              OPERATING
      HOURS AND ADDITIONAL SERVICES

            


    

    


    Receipts
and deliveries of Product shall be made as follows:

     

    
      	
               
      

            	
              (i)

            	
              Hours of
      Operation:

            


    

     

    
      	
               
      

            	
              §

            	
              24
      hours per day, 365 days per year for automated tank truck
      loading

            


    

     

    
      	
               
      

            	
              §

            	
              Between
      the hours of 8:00 a.m. – 4:30 p.m., Monday through Friday (except for the
      holidays specified in the current Holiday Schedule) for tank truck
      receipts.

            


    

     

    
      	
               
      

            	
              E.

            	
              ADDITIONAL
      SERVICES

            


    

     

    For
services requested by Customer which are outside the scope of this Agreement or
services provided to Customer outside of the normal operating hours, Owner shall
be reimbursed at the following rates:

     

    
      	
               
      

            	
              §

            	
              Overtime
      @ $48 per hour

            


    

     

    
      	
               
      

            	
              §

            	
              Holiday
      @ $72 per hour

            


    

     

    A minimum
charge of $225.00 will apply for each request.

     

    
      	
               
      

            	
              F.

            	
              ESCALATION:

            


    

     

    The fess,
rates and charges payable for hereunder shall be escalated, effective on the
last say of each annual anniversary of the date of commencement of the
Agreement, beginning at the start of the next contract year, by the percentage
increase between  the previous year Consumer price Index for all Urban
Consumers (“CPI-U”) as published in the website of the Bureau of Labor and
Statistics, U.S. Department of Labor and the current year CPI-U. In the event
that the CPI Consumer Price index is no longer kept or published by an agency or
entity of the U.S. Government, them the Parties will agree on a substitute
index, which shall be related to inflation.

     

    
      	
            	
              G.

            	
              TERM

            


    

     

    The term
of this Agreement shall be two years commencing upon December 16, 2007
upon  expiration of the initial two year period,
this  Agreement shall automatically renew for two year periods unless
terminated in writing by either Party at least 90 days prior to the expiration
date of the then current term.  If notice of cancellation occurs less
than 90 days prior to expiration date of the then current contract period, said
cancellation shall be effective on the expiration date of the current contract
period, said cancellation shall be effective on the expiration date of the
contract period immediately following the then current contract
period

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      	
              
              

            	
              H.

            	
              HOLIDAY
      SCHEDULE

            


    

     

    Owner
currently recognizes the following holidays for 2008

     

    
      	
              New Year’s Day

            	
              Labor Day

            
	 
      	 
      
	
              Memorial Day

            	
              Thanksgiving Day

            
	 
      	 
      
	
              Independence Day (observance

            	
              Day after Thanksgiving Day

            
	 
      	 
      
	
              will not be July 4 if July 4

            	
              Christmas Eve

            
	 
      	 
      
	
              occurs on a weekend)

            	
              Christmas Day

            


    

     

    Owner
shall provide Customer advance notice of the exact date of each holiday and any
other day(s) when Terminal shall have a closure associated with an extraordinary
event or maintenance.

     

    ATTACHMENT
B

     

    PRODUCT
SPECIFICATIONS

     

    Reserved for product
specifications and or MSDS sheets

    


    Terminaling
Services Agreement – Commingled Products – Fuel Streamers, Inc.


    
      
         


      

      
        17