Bill of Sale between Evans Systems, Inc. d/b/a MC Star and Mauritz & Couey (March 29, 2004)

Summary

This Bill of Sale, dated March 29, 2004, is between Evans Systems, Inc. d/b/a MC Star (Seller) and Mauritz & Couey (Buyer), both based in Texas. The Seller transfers certain marketing agreements, dealer contracts, and related equipment to the Buyer for $10 and additional payments of $0.02 per gallon of fuel sold under the transferred contracts for three years. The Buyer assumes all responsibilities and liabilities, including environmental, and agrees to honor the transferred contracts. The properties are sold "as is" with limited warranties.

EX-10.2 3 ex102.txt BILL OF SALE Exhibit 10.2 Bill of Sale Date: March 29, 2004 Seller: Evans Systems, Inc. d/b/a MC Star, a Texas corporation Seller's Mailing Address: Evans Systems, Inc. d/b/a MC Star P.O. Box 431 El Campo, Texas 77437 Wharton County Buyer: Mauritz & Couey, a Texas general partnership Buyer's Mailing Address: Mauritz & Couey P.O. Box 431 El Campo, Texas 77437 Wharton County Consideration: The sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged. Buyer shall also pay to Seller the sum of $.02 per gallon on all fuel sold under the branded dealer contracts described on Exhibit A during the next 3 years. Payment shall be calculated and made on a monthly basis on or before the 25th day of the following month. Transferred Properties: 1. The Exxon/Mobil Marketing Agreement. 2. The Chevron/Texaco Marketing Agreement. 3. All branded dealer contracts and sales agreements with Seller's customers described on the attached Exhibit A together with all storage, dispensing and marketing equipment, rights, privileges and property incident thereto. Reservations from Transfer: None. Exceptions to Transfer and Warranty: None. Seller, for the Consideration and subject to the Reservations from Transfer and the Exceptions to Transfer and Warranty, sells, transfers, and delivers the Transferred Properties to Buyer, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Buyer and Buyer's heirs, successors, and assigns forever. Seller binds Seller and Seller's heirs and successors to warrant and forever defend all and singular the Transferred Properties to Buyer and Buyer's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Seller but not otherwise, except as to the Reservations from Transfer and the Exceptions to Transfer and Warranty. WITH THE EXCEPTION OF THE WARRANTIES OF TITLE, INCLUDING THE WARRANTY THAT NO LIENS EXIST ON THE TRANSFERRED PROPERTIES EXCEPT AS RECITED, SELLER HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE TRANSFERRED PROPERTIES THAT HAS BECOME ANY BASIS OF THIS BARGAIN, AND FURTHER, SELLER HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE TRANSFERRED PROPERTIES THAT WOULD CONFORM TO ANY SUCH AFFIRMATION OR PROMISE. SELLER DISCLAIMS ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE WHATEVER WITH RESPECT TO THE TRANSFERRED PROPERTIES. THE TRANSFERRED PROPERTIES ARE SOLD ON AN "AS IS" BASIS. From and after the date of this instrument, Buyer agrees honor and abide by the terms of all of the contracts conveyed to Buyer, to assume all responsibilities and liabilities which may arise in connection with the Properties transferred, including all environmental liabilities, and shall indemnify and hold seller harmless therefrom. When the context requires, singular nouns and pronouns include the plural. Evans Systems, Inc. d/b/a MC Star BY: ------------------------------------- Blair Couey President Mauritz & Couey BY: ------------------------------------- Blair Couey, General Manager STATE OF TEXAS ) COUNTY OF WHARTON ) This instrument was acknowledged before me on , 2004, by Blair Couey, President of Evans Systems, Inc. d/b/a MC Star, a Texas corporation, on behalf of said corporation. ---------------------------------------- Notary Public, State of Texas STATE OF TEXAS ) COUNTY OF WHARTON ) This instrument was acknowledged before me on , 2004, by Blair Couey, General Manager, on behalf of Mauritz & Couey, a partnership. ---------------------------------------- Notary Public, State of Texas