ASSET PURCHASE AGREEMENT



                                 BY AND BETWEEN



                          EVANS OIL OF LOUISIANA, INC.

                               2002 BROAD STREET

                         LAKE CHARLES, LOUISIANA  70602

                                   ("SELLER")



                                    - AND -



                   PAK-PETRO, INC., A LOUISIANA CORPORATION,

                   HEREIN REPRESENTED BY ITS DULY AUTHORIZED

                          PRESIDENT, MOHAMMAD A. SWATI

                                 8146 9TH AVE.

                           PORT ARTHUR, TEXAS  77642



                                 OR ITS ASSIGNS



                                 ("PURCHASER")



                                 APRIL 30, 2001



                            ASSET PURCHASE AGREEMENT



     This ASSET PURCHASE AGREEMENT (the "Agreement") dated this 30th day of

April, 2001, is made and entered into by and between PAK-PETRO, INC., A

LOUISIANA CORPORATION, HEREIN REPRESENTED BY ITS DULY AUTHORIZED PRESIDENT,

MOHAMMAD A. SWATI, OR ITS ASSIGNS, hereinafter referred to as "PURCHASER", and

EVANS OIL OF LOUISIANA, INC., a Louisiana Corporation, hereinafter referred to

as "SELLER".



                                    RECITALS



     WHEREAS, SELLER is the owner of various parcels of real property, various

items of personal property, including equipment, furniture and fixtures and

holders of various leasehold interests in real and personal property, all of

which is occupied and or being used in the retail convenience store business

(hereinafter referred to as, "business assets");



                               Page 1 of 16 Pages

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     WHEREAS, SELLER desires to sell and PURCHASER desires to purchase certain

business assets on the terms and subject to the conditions set forth in this

Asset Purchase Agreement;



                                   AGREEMENT



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set

forth in this Agreement, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



     1. Agreement to Purchase. On the Closing Date, as hereinafter defined, and

subject to the terms and conditions of this Agreement, Seller shall sell,

convey, grant, assign, transfer and deliver to Purchaser, and Purchaser shall

buy, accept and receive from Seller, all of the Seller's right, title and

interest in and to the following:



     A.   Real Property. The real property described in Exhibit "A" attached

          hereto, together with all buildings, fixtures and other improvements

          located thereon and all rights, easements, hereditaments and

          appurtenances related thereto (collectively the "Real Property").



     B.   Leasehold Interest. SELLER'S leasehold interest in the Leases,

          together with all of SELLER'S right, title and interest in and

          possession of all improvements, buildings and fixtures covered by the

          Leases, a copy of which are attached hereto as Exhibit "B".



     C.   Machinery and Equipment. The machinery, equipment, furniture and

          fixtures, and transportation equipment and other personal property

          listed in Exhibit "C" attached hereto (the "Machinery and Equipment").

          All machinery, equipment, tanks, pumps, furniture and fixtures and

          other personal property at the Evans Bulk Plant facility which is

          located at 2002 Broad St., Lake Charles, Louisiana.



     D.   Contract Rights. The contract rights identified in Exhibit "D"

          attached hereto (the "Contract Rights").



     E.   Trade Name and Trademarks. Trade names and trademarks, attached hereto

          as Exhibit "E".



     F.   Licenses and Permits. Licenses and permits to the extent transferable,

          and relinquishment thereof to the extent non-transferable. Seller

          agrees to enter into a Management Agreement



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<PAGE>



          which shall allow Purchasers to sell beer on Seller's permits/licenses

          until Purchasers obtain a permit/license for such purposes. Purchasers

          agree to make application with proper agencies for all permits and

          licenses and further agree to indemnify Seller for any and all claims,

          damages, fines, penalties or causes of action which may arise as a

          result of Purchasers operating under Seller's permits/licenses.



     G.   Retail Inventory. The term "Inventory" consists of (i) all salable

          inventory owned by SELLERS which is to be identified prior to closing

          and added to this Agreement prior to closing as Exhibit "F" (the

          "Inventory"); (ii) all wholesale inventory, specifically the inventory

          at the bulk plant facility which is located on the premises described

          as 2002 Broad, St. Lake Charles, Louisiana 70601; and (iii) shall

          include all merchandise including gasoline located at retail

          facilities as described in Exhibits "A" and "B".



     H.   Manufacturer Warranties. To the extent transferable by SELLERS, all

          warranties of any manufacturer, supplier or vendor with respect to any

          of the property to be sold to PURCHASERS hereunder.



     The Real Property Machinery and Equipment, Inventory and Contract Rights

are herein sometimes called the "Non-Inventory Business Assets."

Notwithstanding anything in this Agreement to the contrary, there shall be

excluded from the assets, properties, rights (contractual and otherwise) and

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