EX-10.11: EXECUTIVE AREEMENT

Exhibit 10.11

EXECUTIVE UNIT AGREEMENT

          THIS EXECUTIVE UNIT AGREEMENT (this “Agreement”) is made as of April 9, 2004, by and among SPI PETROLEUM LLC, a Delaware limited liability company (the “Company”), Michael N. McDonald (“Executive”), NCA Energy, Inc., a Delaware corporation (“NCA”), RBCP Energy Fund Investments, LP, a Delaware partnership (“RBC”), and Waud Capital Partners, L.P., a Delaware limited partnership (“Waud”), and any other investment fund managed by NCA, RBC or Waud that at any time acquires securities of the Company and executes a counterpart to this Agreement or otherwise agrees to be bound by this Agreement. NCA, RBC and Waud are sometimes individually referred to as an “Investor” and collectively as “Investors”.

          The Company and Executive desire to enter into an agreement pursuant to which Executive will purchase from the Company, and the Company will sell to Executive, 4,968.75 of the Company’s Common Units (the “Common Units”). All Common Units acquired by Executive pursuant to this Agreement or otherwise hereafter acquired are referred to herein as “Executive Securities.” Certain definitions are set forth in Section 8 of this Agreement.

          The execution and delivery of this Agreement by the Company and Executive is a condition to the purchase of Senior Preferred Units by the Investors pursuant to an Investor Purchase Agreement between the Company and the Investors of even date herewith.

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

          1. Purchase and Sale of Executive Securities.

          (a) Upon execution of this Agreement, Executive will purchase, and the Company will sell to Executive, 4,968.75 Common Units at a price of $0.01 per unit (which shall be deemed to be “Carried Common Units”). The Company will deliver to Executive a unit ownership ledger evidencing Executive’s ownership of such Carried Common Units, and Executive will deliver to the Company a cashier’s or certified check or wire transfer of immediately available funds in the aggregate amount of $49.69 as payment for the Carried Common Units.

          (b) Within 30 days after the issuance of the Carried Common Units, Executive will make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto.

          (c) Until the occurrence of a Qualified Change of Control, certificates (if any) evidencing Executive Securities shall be held by the Company for the benefit of Executive and the other holder(s) of Executive Securities. Upon the occurrence of a Qualified Change of Control, the Company will return any such certificates for the Executive Securities to the record holders thereof.

          (d) In connection with the purchase and sale of the Executive Securities hereunder, Executive represents and warrants to the Company that:

          (i) The Executive Securities to be acquired by Executive pursuant to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Executive Securities will not be disposed of in contravention of the Securities Act or any applicable state securities laws.

          (ii) Executive is an executive officer of the Company or one or more of its Subsidiaries, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Executive Securities.

          (iii) Executive is able to bear the economic risk of his investment in the Executive Securities for an indefinite period of time because the Executive Securities have not been registered under the Securities Act and, therefore, cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

          (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Executive Securities and has had full access to such other information concerning the Company as he has requested.

          (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject.

          (vi) Executive has not and will not take any action that will conflict with, violate or cause a breach of any noncompete, nonsolicitation or confidentiality agreement to which Executive is a party or by which Executive is bound.

          (vii) Executive is a resident of the State of Oklahoma.

          (e) As an inducement to the Company to issue the Executive Securities to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Executive Securities to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or any of its Subsidiaries or affect the right of the Company or any of its Subsidiaries to terminate Executive’s employment at any time for any reason.

          (f) Concurrently with the execution of this Agreement, Executive shall execute in blank ten security transfer powers in the form of Exhibit B attached hereto (the

“Security Powers”) with respect to the Executive Securities and shall deliver such Security Powers to the Company. The Security Powers shall authorize the Company to assign, transfer and deliver the Executive Securities to the appropriate acquiror thereof pursuant to Section 3 below or Section 9.5 of the LLC Agreement and under no other circumstances.

          2. Vesting of Common Units.

          (a) The Carried Common Units shall include a time-vesting component and performance-vesting component, and shall be subject to vesting in the manner specified in this Section 2.

          (b) Time-Vesting Carried Common Units.

          (i) 1,987.5 Carried Common Units (the “Time-Vesting Carried Common Units”) will vest annually over a five-year period, provided that the Executive is employed by the Company or one or more of its Subsidiaries as of each successive anniversary of the date hereof. Such Time-Vesting Carried Common Units shall vest as follows:

		Aggregate Time-Vesting
Anniversary of the date hereof		Carried Common Units vested as of such date
1st Anniversary			15.0	%
2nd Anniversary			30.0	%
3rd Anniversary			45.0	%
4th Anniversary			72.5	%
5th Anniversary			100.0	%

          (ii) Immediately prior to the occurrence of a Qualified Change of Control, all             shares of Time-Vesting Carried Common Units which have not yet become vested shall become vested at the time of such event if the Executive (at the acquiror’s request) agrees to continue to provide services to the Company and its Subsidiaries (or their respective successors) for a period of one year following such Qualified Change of Control (provided that the compensation and benefits package and other terms offered to Executive, taken as a whole, are at least as favorable as the compensation and benefits package, taken as a whole, of Executive immediately prior to such Qualified Change of Control).

          (c) Performance Vesting.

          (i) Up to 2,981.25 Carried Common Units (the “Performance-Vesting Carried Common Units”) will vest upon the achievement of the Investor IRR hurdles set forth below upon the occurrence of a Qualified Change of Control; provided that the

Executive (at the acquiror’s request) agrees to continue to provide services to the Company or its Subsidiaries (and their respective successors) for one year following such Qualified Change of Control (so long as the compensation and benefits package and other terms offered to Executive, taken as a whole, are at least as favorable as the compensation and benefits package, taken as a whole, of Executive immediately prior to such Qualified Change of Control).

Investor		Percentage of Performance-Vesting
IRR		Carried Common Units Vested
25%			33.33	%
30%			66.67	%
35%			100.00	%

          (d) Carried Common Units that have become vested are referred to herein as “Vested Units.” All Carried Common Units that have not vested are referred to herein as “Unvested Units.”

          3. Repurchase Option.

          (a) In the event Executive ceases to be employed by the Company or any of its Subsidiaries for any reason (the “Separation”), the Executive Securities (whether held by Executive or one or more of Executive’s Permitted Transferees, other than the Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”).

          (i) In the event that Executive’s employment is terminated with Cause or Executive resigns without Good Reason prior to the fifth anniversary of the date hereof, the Unvested Units will be forfeited, and the Vested Units (whether held by Executive or one or more of Executive’s Permitted Transferees, other than the Company and the Investors) will be subject to repurchase at the lower of Original Cost and Fair Market Value thereof.

          (ii) In event that Executive’s employment is terminated without Cause, Executive resigns with Good Reason or Executive resigns without Good Reason after the fifth anniversary of the date hereof, the Vested Units (whether held by Executive or one or more of Executive’s Permitted Transferees, other than the Company and the Investors) will be subject to repurchase at the Fair Market Value thereof, and the Unvested Units will be forfeited. Notwithstanding the foregoing, in the event that Executive’s employment with the Company and its Subsidiaries terminates pursuant to this paragraph 3(a)(ii) after the second anniversary of the date hereof, a number of Performance-Vesting Carried Common Units equal to (x) 2,981.25 multiplied by (y) the product of (1) .10 and (2) the number of complete years elapsed since the date hereof shall not be subject to

repurchase pursuant to this paragraph 3(a)(ii) (the “Retained Performance-Vesting Carried Common Units”). The Retained Performance-Vesting Carried Common Units shall continue to be subject to the performance-vesting criteria specified in paragraph 2(c), but will be forfeited if a Qualified Change of Control is not consummated within six months from the date of Executive’s termination.

          (iii) In the event of a termination as a result of Executive’s death, Disability or retirement, the Vested Units will be subject to repurchase at the Fair Market Value thereof, and the Unvested Units will be forfeited. As used in this clause (iii), the term “retirement” means retirement as of or following the federal age for retirement.

          (b) In connection with the exercise of the Repurchase Option, the Company (with Board approval) may elect to purchase all or any portion of the Executive Securities subject to repurchase hereunder by delivering written notice of its election to Executive within one (1) year days after Executive’s Separation (the “Repurchase Notice”). The Repurchase Notice will set forth the number of Executive Securities to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of the transaction.

          (c) If for any reason the Company does not elect to purchase all of the Executive Securities pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all (but not less than all) of the Executive Securities the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase all (but not less than all) of the Available Securities by giving written notice to the Company within 30 days after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Securities, the Available Securities shall be allocated among the Investors based upon the number of Senior Preferred Units then owned by each Investor. As soon as practicable, and in any event within ten days, after the expiration of the 30-day period set forth above, the Company shall notify each holder of Executive Securities as to the number of units being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each Investor setting forth the number of units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of Executive Securities to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Executive Securities to be purchased by each of them. In no event shall the Company and the Investors collectively elect to purchase less than 100% of the Executive Securities then subject to repurchase hereunder.

          (d) The closing of the purchase of the Executive Securities pursuant to the Repurchase Option shall take place on the date designated by the Company in the Repurchase

Notice or Supplemental Repurchase Notice (subject to the final determination of Fair Market Value hereunder), which date shall not be more than 30 days after the final determination of the Fair Market Value of such Executive Securities, nor less than five days after the delivery of the Repurchase Notice or Supplemental Repurchase Notice.

          (e) The Company will pay for the Executive Securities to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) a subordinated note or notes payable in up to three annual installments beginning on the first anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time or (C) any combination of (A) and (B) as the Board may elect in its discretion. Each Investor will pay for the Executive Securities purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be guaranteed.

          (f) Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Securities by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law or such other governing law, and applicable restrictions in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Executive Securities hereunder which the Company is otherwise entitled or required to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then the Company may make such repurchases as soon as it is permitted to make repurchases or receive funds from Subsidiaries under such restrictions.

          (g) The provisions of this Section 3 shall terminate upon the earlier to occur of the consummation of (i) a Qualified Public Offering, and (ii) a Qualified Change of Control.

          4. Restrictions on Transfer of Executive Securities.

          (a) Transfer of Executive Securities. The holders of Executive Securities shall not Transfer any interest in any Executive Securities, except pursuant to (i) the provisions of Section 3 hereof, (ii) the provisions of Articles 9 and 10 of the LLC Agreement, or (iii) the provisions of Section 4(b) below.

          (b) Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Executive Securities made pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group; provided that the restrictions contained in this Section 4 will continue to be applicable to the Executive Securities after any Transfer of the type referred to above and the transferees of such Executive Securities must agree in writing to be bound by the provisions of this Agreement. Any transferee of Executive Securities pursuant to a Transfer in

accordance with the provisions of this Section 4(b) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Executive Securities pursuant to this Section 4(b), the transferring holder of Executive Securities will deliver a written notice (a “Transfer Notice”) to the Company. The Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

          5. Additional Restrictions on Transfer of Executive Securities.

          (a) Legend. The certificates representing the Executive Securities will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF APRIL ___, 2004, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE UNIT AGREEMENT BETWEEN THE COMPANY AND AN EXECUTIVE OF THE COMPANY DATED AS OF APRIL ___, 2004. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”

          (b) Opinion of Counsel. No holder of Executive Securities may Transfer any Executive Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such transfer. In addition, if the holder of the Executive Securities delivers to the Company an opinion of counsel that no subsequent Transfer of such Executive Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated Transfer deliver new certificates for such Executive Securities that do not bear the Securities Act portion of the legend set forth in Section 5(a). If the Company is not required to deliver new certificates for such Executive Securities not bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 5.

          6. Confidential Information.

          (a) Obligation to Maintain Confidentiality. Executive acknowledges that the information, observations and data obtained by him during his employment with the Company and its Subsidiaries (the “Employment Period”) concerning the business and affairs of the Company

and its Subsidiaries and Affiliates are the property of the Company, its Subsidiaries and Affiliates, including information concerning acquisition opportunities in or reasonably related to the Company’s and its Subsidiaries’ business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive agrees that he will not disclose to any unauthorized Person or use for his own account any of such information, observations or data without the Board’s written consent, unless and to the extent that the aforementioned matters, (i) become generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act, (ii) was known to Executive prior to Executive’s employment with the Company or any of its Subsidiaries and Affiliates, or (iii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees to deliver to the Company at a Separation, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of the Company, its Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control.

          (b) Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Company’s, its Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) during the Employment Period (including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, its Subsidiaries or Affiliates and Executive hereby assigns, and agrees to assign, all of the above Work Product to the Company, its Subsidiaries or Affiliates. Any copyrightable work prepared in whole or in part by Executive in the course of his work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company or such Subsidiary or Affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company or such Subsidiary or Affiliate all right, title, and interest, including without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments).

          (c) Third Party Information. Executive understands that the Company, its Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s, its Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the period Executive is employed by the Company or its Subsidiaries and thereafter, and without in any way limiting the provisions of Section 6(a) above, Executive will

hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company, its Subsidiaries and Affiliates who need to know such information in connection with their work for the Company, its Subsidiaries and Affiliates) or use, except in connection with his work for the Company, its Subsidiaries and Affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

          (d) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, its Subsidiaries or Affiliates any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of his duties only information which is (i) generally known and used by persons with training and experience comparable to Executive’s and which is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company, its Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing by such former employer or Person.

          7. Noncompetition and Nonsolicitation. Executive acknowledges that in the course of his employment with the Company and/or its Subsidiaries he has and will become familiar with the Company’s and its Subsidiaries’ trade secrets and with other confidential information concerning the Company and such Subsidiaries and that his services will be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that:

          (a) Noncompetition. During the Employment Period and for a period of one year thereafter (the “Noncompete Period”), Executive shall not, anywhere in the United States or in any geographical area in which the Company or its Subsidiaries engage or plan to engage in business, directly or indirectly through any other Person, own, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing for the same business with the businesses of the Company or its Subsidiaries. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Executive has no active participation in the business of such corporation.

          (b) Nonsolicitation. During the Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or its Subsidiaries to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company and any of its Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company or any of its Subsidiaries within two years after such person ceased to be an employee of the Company or any of its Subsidiaries, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company or any of its Subsidiaries to cease doing business with the

Company or any such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company and any Subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business competing with the business of the Company or any of its Subsidiaries and with which the Company and any of its Subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or any of its Subsidiaries in the two-year period immediately preceding a Separation.

          (c) Enforcement. If, at the time of enforcement of Section 6 or this Section 7, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because Executive has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company, its Subsidiaries or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).

          (d) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 7 are in consideration of the issuance of the Executive Securities by the Company and additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 6 and this Section 7 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company and its Subsidiaries will be conducted throughout the United States, (ii) notwithstanding the state of incorporation or principal office of the Company or any of its Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout the United States, and (iii) as part of his responsibilities, Executive will be traveling around the world in furtherance of the Company’s and its Subsidiaries’ business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and its Subsidiaries of the non-enforcement of Section 6 and this Section 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its Subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

          8. Definitions.

          “Affiliate” means, (i) with respect to any Person, any Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person, and (ii) with respect to any Investor, any general or limited partner of such Investor, any employee or owner of any such partner, or any other Person controlling, controlled by or under common control with such Investor.

          “Board” means the board of managers of the Company.

          “Cause” shall mean (i) the commission by Executive of a felony, of theft, fraud or embezzlement or of any other intentional act or omission involving dishonesty or disloyalty with respect to the Company, its Subsidiaries or any of their respective customers or suppliers; (ii) the inability to perform material duties and responsibilities as result of any addiction to alcohol or drugs, other than drugs legally prescribed and administered by a duly licensed physician or the reporting to work under the influence of alcohol or illegal drugs, (iii) the willful, substantial and repeated failure to follow lawful written instructions of the Board or the Chief Executive Officer, (iv) willful misconduct with respect to the Company or any of its Subsidiaries or (v) breach of any confidentiality agreements which harms the Company or material breach of this Agreement.

          “Disability” means Executive’s inability to perform the essential duties, responsibilities and functions of his position with the Company and its Subsidiaries as a result of any disability or incapacity for a period of 6 consecutive months, as determined by a physician selected in good faith by the Board.

          “Executive Securities” will continue to be Executive Securities in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Executive Securities will succeed to all rights and obligations attributable to Executive as a holder of Executive Securities hereunder. Executive Securities will also include equity of the Company (or a corporate successor to the Company) issued with respect to Executive Securities (i) by way of a unit split, unit dividend, conversion, or other recapitalization or (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering. Notwithstanding the foregoing, all unvested Units shall remain unvested Units after any Transfer thereof.

          “Fair Market Value” of each unit or share of capital stock or other type of security means the average of the closing prices of the sales of any such security on all securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq Stock Market as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the Nasdaq Stock Market, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor

organization, in each such case averaged over a period of 21 days consisting of the day as of which the Fair Market Value is being determined and the 20 consecutive business days prior to such day. With respect to any unit or other share of capital stock or other type of security which is not, as of the date of determination, listed on any securities exchange or quoted in the Nasdaq Stock Market or the over-the-counter market, the Fair Market Value thereof shall be the fair value of such unit or share or other type of security, as the case may be, determined in good faith by the Board, without regard for any minority discount or lack of marketability discount. Executive may hire an independent outside appraiser (at Executive’s expense) to determine the Fair Market Value of Executive Securities at any time such determination has been made in good faith by the Board hereunder. If the determination by Executive’s appraiser is less than 110% of the Board’s determination, the Board’s determination of Fair Market Value shall be determinative. If the determination by Executive’s appraiser is greater than 110% of the Board’s determination, the Company shall promptly, but in any event within 5 business days after the determination made by Executive’s appraiser, as the case may be, identify an independent outside appraiser. The Company’s appraiser and the Executive’s appraiser shall select a third independent outside appraiser to make the final determination of Fair Market Value, and the expense of such third party appraiser shall be shared equally by the Company and Executive.

          “Family Group” means a Person’s spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such Person or such Person’s spouse and/or descendants that is and remains solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person.

          “Good Reason” means (i) a reduction of Executive’s duties and responsibilities with the Company and its Subsidiaries such that after such reduction, Executive’s duties and responsibilities with the Company and its Subsidiaries are inconsistent with a management position, or (ii) any material failure by the Company to comply with the provisions of this Agreement.

          “Investor IRR” means the interest rate compounded annually which, when used as the discount rate to calculate the net present value as of the date on which the holder of Investor Senior Preferred Units made a capital contribution with respect to such Units of the aggregate Inflows and Outflows, causes such net present value to equal zero. For purposes of the foregoing net present value calculation, (A) distributions shall be positive numbers, (B) capital contributions shall be negative numbers, (C) the distributions and capital contributions shall be deemed to have been received or made on the first day of the month nearest the actual date of such receipt or payment, and (D) tax distributions shall not be taken into account. “Inflows” means the sum of all cash payments received by the holders of Senior Preferred Units in respect of units purchased by the Investors in exchange for their $50 million commitment except as provided in (D) above. “Outflows” means the sum of all cash contributions up to $50 million made by the Investors to and in the Company to acquire Senior Preferred Units or make capital contributions with respect to such Senior Preferred Units.

          “LLC Agreement” means the Limited Liability Company Agreement of the Company, as amended from time to time pursuant to its terms.

          “Original Cost” means, with respect to each Common Unit purchased hereunder, $0.01 (as proportionately adjusted for all subsequent unit splits, unit dividends and other recapitalizations).

          “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof.

          “Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

          “Public Sale” means (i) any sale pursuant to a registered public offering under the Securities Act or (ii) any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).

          “Qualified Change of Control” means a transaction (or series of related transactions), the consummation of which results in the acquisition by an independent third party or independent third parties of at least 51% of the economic interests represented by the equity owned by the Investors (calculated immediately prior to the occurrence of such event) (whether through a merger, consolidation, sale or transfer of the Investors’ interests or sale of assets) and the receipt by the Investors of cash, cash equivalents or marketable securities; provided that, if at least 80% of the economic interests represented by the equity owned by the Investors is transferred, regardless of the consideration received, such event will be deemed to be a Qualified Change of Control.

          “Securities Act” means the Securities Act of 1933, as amended from time to time.

          “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company,

partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary” refers to a Subsidiary of the Company.

          “Transfer” means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law).

          9. Employment Provisions. Executive agrees that during the term of his employment with the Company or its Subsidiaries, Executive shall report to the Chief Executive Officer of the Company or the Board or their designees and shall devote his full business time and attention to the business and affairs of the Company and its Subsidiaries. In the event that Executive is terminated without Cause during the two year period commencing with the date of this Agreement, the Company shall pay to Executive an aggregate amount equal to 1/2 of Executive’s annual base salary in effect as of such termination, which amount shall be paid in equal installments in accordance with the Company’s payroll practices over the six month period commencing with such termination.

          10. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

		If to the Company:
				SPI Petroleum LLC
				1120 N.W. 63rd St., Suite 300
				Oklahoma City, OK 73116-6505
				Telephone:		(405) 848-2500
				Telecopy:		(405 ###-###-####
				Attention:		Chief Executive Officer
				with copies to:
				To each of the Investors at the addresses below.
				and
				Kirkland & Ellis LLP
				200 East Randolph Drive
				Chicago, IL 60601
				Telephone:		(312) 861-2000
				Telecopy:		(312) 861-2200
				Attention:		Martin A. DiLoreto, Jr.

		If to Executive:
				Michael N. McDonald
				1725 Dorchester Drive
				Oklahoma City, OK 73120
				Telephone:		(405) 858-5000, ext. 102
				Telecopy:		(405) 841-7324
		If to the Investors:
				NCA Energy, Inc.
				1201 Third Avenue, Suite 2765
				Seattle, WA 98101
				Telephone:		(206) 689-5615
						(206) 689-5614
				Attention:		E. Perot Bissell
						Bradford N. Creswell
				RBCP Energy Fund Investments, LP
				c/o Cadent Energy Partners, LLC
				287 Bowman Avenue, 4th Floor
				Purchase, NY 10577
				Telephone:		(914) 253-0404
				Telecopy:		(914) 253-0406
				Attention:		Bruce Rothstein
				Waud Capital Partners, L.P.
				560 Oakwood Avenue, Suite 203
				Lake Forest, IL 60045
				Telephone:		(847) 604-9550
				Telecopy:		(847) 604-9554
				Attention:		Reeve B. Waud
						Wendy L. Chronister
				with a copy to:
				Kirkland & Ellis LLP
				200 East Randolph Drive
				Chicago, IL 60601
				Telephone:		(312) 861-2000
				Telecopy:		(312) 861-2200
				Attention:		Martin A. DiLoreto, Jr.

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be

deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the U.S. mail.

          11. General Provisions.

          (a) Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Executive Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Executive Securities as the owner of such equity for any purpose.

          (b) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

          (c) Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

          (d) Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

          (e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns (including subsequent holders of Executive Securities); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Executive Securities hereunder.

          (f) Choice of Law. The law of the State of Delaware will govern all questions concerning the relative rights of the Company, its Subsidiaries and its securityholders. All other questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          (g) Remedies. Each of the parties to this Agreement (and the Investors as third-party beneficiaries) will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision

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of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

          (h) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Executive and with Basic Investor Approval (as defined in the LLC Agreement); provided that any amendment, modification, or waiver which materially and adversely affects any Investor in a manner materially and adversely different than another Investor shall also require the written consent of that Investor so materially and adversely affected.

          (i) Insurance. The Company, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that he has no reason to believe that his life is not insurable at rates now prevailing for healthy men of his age.

          (j) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday.

          (k) Indemnification and Reimbursement of Payments on Behalf of Executive. The Company and its Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

          (l) Termination. This Agreement shall survive a Separation and shall remain in full force and effect after such Separation.

          (m) Adjustments of Numbers. All numbers set forth herein that refer to unit prices or amounts will be appropriately adjusted to reflect unit splits, unit dividends, combinations of units and other recapitalizations affecting the subject class of equity.

          (n) Deemed Transfer of Executive Securities. If the Company (and/or the Investors and/or any other Person acquiring securities) shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Executive Securities to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the Person from whom such units are to be repurchased shall no longer have any rights as a holder of such units (other than the right to receive payment of such consideration in accordance with this Agreement), and such units shall be deemed purchased in accordance with the applicable provisions hereof and the Company (and/or the Investors and/or any other Person acquiring securities) shall be deemed the owner and holder of such units, whether or not the certificates therefore have been delivered as required by this Agreement.

          (o) No Pledge or Security Interest. The purpose of the Company’s retention of Executive’s certificates and executed Security Powers is solely to facilitate the repurchase provisions set forth in Section 3 and the provisions of Article 9 of the LLC Agreement and does not constitute a pledge by Executive of, or the granting of a security interest in, the underlying equity.

          (p) Rights Granted to The Investors and their Respective Affiliates. Any rights granted to the Investors and their Affiliates hereunder may also be exercised (in whole or in part) by their designees (which may be Affiliates of Investors).

* * * * *

     IN WITNESS WHEREOF, the parties hereto have executed this Executive Unit Agreement on the date first written above.

		SPI PETROLEUM LLC
		By:		/s/ Roger N. Simons
		Name:		Roger N. Simons
		Its:		Chief Executive Officer
		/s/ Michael N. McDonald
		Michael N. McDonald
		NCA ENERGY, INC.
		By:		/s/ James Wagar
		Name:		James Wagar
		Its:		Assistant Secretary
		RBCP ENERGY FUND INVESTMENTS, LP
		By:		2001 RBCP U.S. GP LIMITED
		Its:		General Partners
		By:		/s/ Alan R. Hibben
		Name:		Alan R. Hibben
		Its:		CEO
		WAUD CAPITAL PARTNERS, L.P.
		By:		Waud Capital Partners, L.L.C.
		Its:		General Partner
		By:		/s/ Reeve B. Waud
		Name:		Reeve B. Waud
		Its:		Managing Partner

                     __, 2004

ELECTION TO INCLUDE SECURITIES IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE

          The undersigned purchased Common Units (the “Common Units”) of SPI Petroleum LLC (the “Company”) on April ___, 2004 (the “Closing Date”). Under certain circumstances, the Company has the right to repurchase certain of the Units at cost from the undersigned (or from the holder of the Common Units, if different from the undersigned) should the undersigned cease to be employed by the Company and its subsidiaries or upon certain other events. Hence, the Common Units are subject to a substantial risk of forfeiture and are non-transferable. The undersigned desires to make an election to have the Units taxed under the provision of Code §83(b) at the time he purchased the Common Units.

          Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Common Units (described below), to report as taxable income for calendar year 2004 the excess (if any) of the Common Units’ fair market value on April ___, 2004 over the purchase price thereof.

          The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

          1. The name, address and social security number of the undersigned:

Michael N. McDonald
1725 Dorchester Drive
Oklahoma City, OK 73120
SS#: ###-##-####

          2. A description of the property with respect to which the election is being made:                      Common Units of the Company.

          3. The date on which the property was transferred April ___, 2004. The taxable year for which such election is made: calendar year 2004.

          4. The restrictions to which the property is subject:                     .

          5. The fair market value on April ___, 2004 of the property with respect to which the election is being made, determined without regard to any lapse restrictions: $[___] per Common Unit.

          6. The amount paid for such property: $0.01 per Unit.

     A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations § 1.83-2(e)(7).

Dated:                      __, 2004

		Michael N. McDonald