TERMINALINGSERVICES AGREEMENT FOR COMMINGLEDPRODUCTS FUELSTREAMERS, INC. AND INTERCONTINENTALFUELS, LLC HOUSTON,TX

(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.

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.

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.

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.

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.

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.

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.

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

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.

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.