ATLAS 2000 SYSTEM

ASSIGNMENT, CONTRIBUTION AND LICENSE AGREEMENT

BETWEEN

WILLIAMS ENERGY SERVICES, LLC, AND

AND

WILLIAMS ENERGY PARTNERS L.P.

ASSIGNMENT, CONTRIBUTION AND LICENSE AGREEMENT

THIS ASSIGNMENT, CONTRIBUTION AND LICENSE AGREEMENT (the Agreement) effective as of this 17th day of June, 2003 (the Effective Date), by and between Williams Energy Services, LLC, a Delaware limited liability company (WES), and Williams Energy Partners, L.P., a Delaware limited partnership (the Partnership).

RECITALS

A.                                   This Agreement is entered into by the parties hereto in connection with that certain Purchase Agreement, dated April 18, 2003 as amended by Amendment No. 1 thereto, dated May 5, 2003 (as so amended, the Purchase Agreement), among the WEG Acquisitions, L.P., a Delaware limited partnership (Buyer), WES, Williams Natural Gas Liquids, Inc. and Williams GP LLC.

B.                                     Effective as of the Closing Date (as defined in the Partnership Agreement), WES desires to assign and transfer all right, title and interest to the Atlas Software (as defined herein) and to contribute the Hardware and convey all title in such Hardware (as defined herein) to the Partnership; and, pursuant to Section 4.11(a) of the Purchase Agreement, the Buyer has designated the Partnership to receive such assignments and contributions.

C.                                     Upon such assignment, the Partnership desires (i) to grant to WES a worldwide, nonexclusive, royalty-free, irrevocable license (except in accordance with the express provisions herein), nontransferable (other than to Affiliates (as defined below)), without right to sublicense (except to Affiliates of WES, Williams Bio-Energy LLC, a Delaware limited liability company (WBE), and WBEs Affiliates), to use, copy, modify, enhance, and upgrade the ATLAS 2000 System to support any business currently owned or operated by any Selling Party (as defined in the Purchase Agreement) (or Affiliate thereof) or WBE (or Affiliate thereof), and (ii) to maintain and support the ATLAS 2000 System as further provided herein.

D.                                    Upon transfer to the Partnership (or a Partnership Entity) of the employees of WES or its Affiliates that support and maintain the ATLAS Software (the ATLAS Employees), WES desires to assign to the Partnership the right to receive any payments in respect of such support and maintenance services that the Partnership may receive from WBE in connection with its sublicense to WBE.

NOW, THEREFORE, in consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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1.                                      DEFINITIONS

1.1                                 Definitions.  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings corresponding thereto as set forth in this Section 1.1.  Other terms defined herein have the meanings so given them.  A defined term has its defined meaning throughout this Agreement and in each Exhibit hereto, regardless of whether such term appears before or after the place where it is defined.

(a)                                  Affiliate means with respect to a specified person, a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

(b)                                 ATLAS Employees means those G&A Employees (as defined in the Transition Services Agreement) performing those G&A Services (as defined in the Transition Services Agreement) contemplated by Item 5.a of Schedule A of the Transition Services Agreement.

(c)                                  ATLAS Software means the ATLAS 2000 System, as more fully described in Exhibit A-1, the object code thereof, all software user manuals, reference manuals and installation guides, or portions thereof (if any), which are related to the ATLAS Software, and all rights to the Intellectual Property embodied in or relating to any of the forgoing.

(d)                                 Confidential Information means: (i) the ATLAS Software and any Derivative Works related thereto and (ii) any business or technical information of WES or the Partnership or their respective Affiliates, including but not limited to any information relating to WES or the Partnerships product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as confidential or proprietary and, if orally disclosed, reduced to writing by the disclosing party within thirty (30) days of such disclosure.

(e)                                  Derivative Works means works that are based upon one (1) or more pre-existing works, such as: (i) for copyrightable or copyrighted material, any translation, portation, modification, correction, addition, extension, upgrade, improvement, compilation, abridgment, revision or other form in which such material may be recast, transformed, or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material that is protected by trade secret, any new material derived from such existing trade secret material, including new material

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that may be protected by any of copyright, mask work right, patent, and trade secret.

(f)                                    Hardware means the computer equipment set forth and identified in Exhibit B.

(g)                                 Knowledge means the actual knowledge, after reasonable inquiry, of those individuals named in Section 9.16(g) of the Purchase Agreement.

(h)                                 Intellectual Property mean and include all intellectual property of any kind, both foreign and domestic, including, without limitation, all patents, trademarks, service marks, trade names, trade dress, (and the goodwill associated with each), copyrights, confidential and proprietary information (including trade secrets and know-how), and registrations and applications for registration of any of the foregoing.

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