STOCK REDEMPTION AGREEMENT - CYNTHIA L. DOMRES This Agreement is made this 21st day of June, 1996, by and between Cynthia L. Domres, hereinafter referred to as Domres and SPF Energy, Inc. hereinafter referred to as SPF. In consideration of the mutual...

STOCK REDEMPTION AGREEMENT - ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

This Agreement is made this 21st day of June, 1996, by and between ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, hereinafter referred to as ▇▇▇▇▇▇ and SPF Energy, Inc. hereinafter
referred to as SPF. In consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:

1. CONDITION PRECEDENT. The obligations of all parties to this Agreement is
contingent upon the requirement that the contemplated merger between
Superpumper, Inc. and ▇▇▇▇▇▇▇ Oil, Inc. has been approved pursuant to the merger
plan between Superpumper, Inc. and ▇▇▇▇▇▇▇ Oil, Inc. by July 1, 1996. In the
event said merger between Superpumper, Inc. and ▇▇▇▇▇▇▇ Oil, Inc. has not been
completed by July 1, 1996, ▇▇▇▇▇▇ and the shareholders of ▇▇▇▇▇▇ may postpone
the effective date of this Agreement until such time as the merger between
Superpumper, Inc. and ▇▇▇▇▇▇▇ Oil, Inc. has been approved or may terminate this
agreement if the merger is not completed within 30 days of the proposed closing
date:

2. OPTION TO PURCHASE. SPF shall redeem only the Common Stock of SPF
Energy, Inc. acquired by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in exchange for her shares of ▇▇▇▇▇▇
Car Wash, Inc., hereinafter referred to as the Shares. The purchase shall be
pursuant to the terms and conditions contained in this document. Any redemption
shall be at the option of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, provided that if exercised by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the redemption is a binding obligation upon SPF. This
redemption agreement shall apply only to the actual shares received by ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ in exchange for her stock in ▇▇▇▇▇▇ Car Wash, Inc. and shall not apply
to any other shares of SPF she may own or acquire. In the event ▇▇▇▇▇▇ disposes
of the Shares in any other manner, then this option shall apply only to those
shares still held by ▇▇▇▇▇▇.

3. MANNER OF REDEMPTION. Commencing on July 1, 1998, the former
shareholders of ▇▇▇▇▇▇ Car Wash, Inc., may sell to SPF a percentage of the SPF
Energy, Inc. Common Stock received in exchange for ▇▇▇▇▇▇ Car Wash, Inc. Common
Stock and SPF shall buy the percentage tendered as allowed by this Agreement.

4. REDEMPTION PERCENTAGE. The former shareholders of ▇▇▇▇▇▇ Car Wash, Inc.
may sell the number of SPF Energy, Inc. Common Stock they received pursuant to
the Plan and Agreement of Reorganization and Exchange signed July 1, 1996 as
specified:

EFFECTIVE DATE ALLOWED PERCENTAGE
-------------- ------------------

7/1/98 5%
7/1/99 7%
7/1/2000 10%
7/1/of all subsequent years 10%

In the event the shareholders of ▇▇▇▇▇▇ Car Wash, Inc. do not exercise the
option in any given year, the share option shall be cumulative for any
subsequent year, provided the percentage redeemed in any 12 month period shall
not exceed 20 percent.

5. PROCEDURE FOR SALE. ▇▇▇▇▇▇ shall give notice to SPF at any time 60 days
after the effective date of her intention to exercise her option to sell the
allowed percentage of shares. Upon receipt of written notice of exercise of the
option, payment shall be made by SPF within 30 days after delivery to SPF of the
certificates representing the shares to be redeemed.

6. MANNER OF PAYMENT. The price at which SPF Energy, Inc. shall repurchase
the shares shall be equal to 92% of the asked price as of the date notice is
given by ▇▇▇▇▇▇. In no event shall the price paid by SPF to ▇▇▇▇▇▇ be less than
$6.00 per share for Common Stock.

7. TERMINATION OF THE REPURCHASE AGREEMENT. This Repurchase Agreement shall
terminate upon the listing of SPF Energy, Inc. Common Stock on a national over
the counter market or any national exchange. There is no guarantee that any
minimum number of the shares will be purchased pursuant to this Agreement in the
event ▇▇▇▇▇▇ does not exercise her option to sell and the Company is listed on
an exchange.

8. ASSIGNMENTS. This Agreement is personal to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. This
Agreement shall not be assigned to any other individual except upon the written
consent of the other party provided it may be assigned to immediate family
members. Such consent shall not be unreasonably withheld.

9. GUARANTEE. Superpumper, Inc., ▇▇▇▇▇▇▇ Oil, Inc. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
individually (hereinafter referred to as guarantor) hereby guarantee the
repurchase of shares pursuant to this agreement. In the event SPF fails to
redeem the required number of shares, the above named individuals shall fulfill
the purchase requirements on the same terms and conditions.

Guarantor acknowledges that the terms and conditions of their agreement may be
waived or amended without notice or guarantor's consent.

Guarantor waives notice of acceptance of this guaranty and waives diligence on
the part of ▇▇▇▇▇▇ in collection of the indebtedness. ▇▇▇▇▇▇ shall have the
privilege of granting such renewals and extensions as ▇▇▇▇▇▇ may ▇▇▇▇ proper.
Guarantor further expressly waives notice of nonpayment, protest, and notice of
protest with respect to the indebtedness covered by this guaranty.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------
BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually

SPF ENERGY, INC.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ITS: Chief Executive Officer

SUPERPUMPER, INC.

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
BY: ▇▇▇▇ ▇▇▇▇▇▇▇
ITS: Chief Financial Officer

▇▇▇▇▇▇▇ OIL, INC.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ITS: President

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, individually

STOCK REPURCHASE AGREEMENT - ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

The undersigned agree as follows:

1. SPF ENERGY, INC. shall redeem 34,000 shares received by ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ as part of the Merger Plan.

2. The price per share shall be $8.50 payable within 30 days of receiving
notice from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ of his decision to sell.

3. This agreement shall be effective commencing on July 1, 2001 and two
years thereafter terminating on July 1, 2003, provided the quarterly
employment bonuses of $10,625.00 required by the employment agreement
dated June 21, 1996 have terminated.

4. This agreement may be assigned by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to any immediate
family member.

5. This agreement shall be guaranteed in a manner identical to the Stock
Redemption Agreement dated June 21, 1996.