MANAGEMENT AND SUPPORT SERVICES AGREEMENT



     This Management and Support Services Agreement ("Agreement') is entered

into this ____ day of June, 2002 (the "Effective Date"), by and between Mauritz

& Couey, a Texas General partnership ("MC"), and Evans Systems, Inc., a Texas

corporation (the "Company").



                                    RECITALS



     The Company, through its subsidiaries, distributes motor fuels and

lubricants to branded retail accounts and commercial users, operates convenience

stores, and provides environmental remediation services in southern Texas (the

"Business").



     MC has the expertise, resources and personnel to provide management and

support services for ESI's business and ESI desires to utilize such services in

connection with its operations.



NOW THEREFORE, in consideration of the covenants contained herein, the parties,

intending to be legally bound have agreed as follows:



     1.   Services. Subject to the terms and conditions of this Agreement, MC

          hereby agrees to perform and provide to ESI the management and support

          services listed and described in Exhibit A attached hereto

          ("Services"). MC agrees to perform the Services in a professional

          manner and to make available to ESI competent and experienced

          personnel to perform such Services. The scope, nature and timing of

          the performance of the Services shall be determined and established

          from time to time by the mutual agreement of the parties.



     2.   Term. The term of this Agreement shall commence on the Effective Date

          and continue through June ____, 200___, unless sooner terminated by

          the mutual consent of the parties or pursuant to the terms of this

          Agreement. Thereafter, the Agreement shall automatically renew for

          successive one year terms unless either party notifies the other party

          in writing at least 90 days prior to the end of the initial term or

          the then-current renewal term of its desire to terminate the Agreement

          at the end of the initial term or the then-current renewal term.



     3.   Fees and Charges. Commencing on the Effective Date of this Agreement

          through the term (whether the original term or any one year renewal

          term), ESI hereby agrees to pay MC the fees and charges set forth in

          Exhibit B attached hereto and incorporated herein by this reference.

          The parties may amend Exhibit B from time to time upon their mutual

          written consent. Such fees and charges shall be paid monthly by ESI no

          later than 30 days after the calculation and billing of such fees and

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