OK PETROLEUM DISTRIBUTION CORP.

185 ROUTE 109

WEST BABYLON, NEW YORK 11704

OFFICE: (631) 321-0549

FAX: (631) 321-4877

PERSONAL GUARANTY

PLEASE PRINT, FILL OUT AND FAX TO  631-321-4799

                 In order to induce OK Petroleum Distribution Corp. hereafter called “Company”,

Corporations with offices at 185 ROUTE 109, WEST BABYLON NEW YORK 11704, to

Extend credit to________________________________________________________________,

(Herein called “Customer”), and any corporation in which or the undersigned (or either or any of them) has an interest, and in consideration thereof and any of the interest of the undersigned (herein called “Guarantor”, whether one or more) in having such credit extended and of the sum of One Dollar and other valuable considerations, receipt of which is hereby acknowledged, the undersigned hereby guarantee to the Company from the Company and of all rentals and all other indebtedness, howsoever arising, now due and hereafter becoming due the Company from the Customer, and of all checks, drafts, notes, acceptances and renewals thereof given on account of such indebtedness.

                If the Customer fails to pay any check, draft, note, acceptance, bill, invoice, rental, or other indebtedness promptly when due, Guarantor agrees to pay the same promptly upon demand, plus interest thereon, the same as if Guarantor had brought the merchandise or other indebtedness for his own account or had given or being agreed that Guarantor’s liability hereunder is a primary obligation.

                Guarantor agrees that without impairing his obligations hereunder the Company may at any time, without his consent or notice to him, upon such term and conditions as it may deem advisable, (a) extend in whole or in part the time of payment of any indebtedness, or any part thereof, due the Company, and of any check, draft, note, or acceptance delivered to the Company, and may renew or defer payment of same, and (b) settle, adjust or compromise any indebtedness due or claimed to be due the Company.

OK PETROLEUM DISTRIBUTION CORP.

185 ROUTE 109

WEST BABYLON, NEW YORK 11704

OFFICE: (631) 321-0549

FAX: (631) 321-4877

                Guarantor ratifies and confirms every such deferring, extension, renewal, settlement, and adjustment, and agrees that same shall be binding upon him, hereby waiving all defenses, counterclaims and offsets which he might or could have by reason thereof, it being understood that he shall at all times be and remain liable to the Company at the primary obligor hereunder for the original amount of any obligation, indebtedness or liability of the customer to the Company, howsoever arising.

                This agreement is a continuing and unlimited guaranty and expressly includes all debt by customer due and owing to Company as of the date of Execution hereof.

                This guaranty is assignable by Company, shall be construed liberally in Company’s favor, and shall insure to the benefit of Company’s Successors and assigns. It is also understood and agreed that Company may, without notice to Guarantor, see, assign and transfer all or any portion of the indebtedness secured hereby, and that each and every immediate and successive assignee or transferee of such indebtedness shall have the right to enforce this guaranty, by legal action or otherwise, for the benefit of such assignee or transferee were named herein; provided, however, that Company shall have the unimpaired right to enforce this guaranty for Company’s benefit as to any indebtedness not sold, assigned or transferred.

                In the event Company shall be required to take any legal action to enforce this Guaranty by legal action or otherwise, then Customer shall be liable for Company for all of Company’s reasonable costs and expenses related thereto, including but not limited to, attorneys fees, costs and disbursements of Company.

                Guarantor agrees that this instrument contains his entire agreement with the Company and that there is no verbal other agreement, understanding or custom whereby the provisions hereof have been or can be varied, modified or waived in any manner unless endorsed herein in writing, signed by an authorized Company representative and that the word “Guarantor” as used herein shall include plural as well as singular, and the pronouns “him” and “his” may refer to female as well as male and may include plural as well as singular, and that this instrument shall be the joint and several obligation of the subscribers hereto, there and legal representatives.

OK PETROLEUM DISTRIBUTION CORP.

185 ROUTE 109

WEST BABYLON, NEW YORK 11704

OFFICE: (631) 321-0549

FAX: (631) 321-4877

                                                IN WITNESS WHEREOF, we have hereunto set our hands and seals

This_____________________day of___________________________20____.

                                COMPANY NAME___________________________________________

                                COMPANY ADRESS_________________________________________

                                COMPANY ID # ____________________________________________

                                NAME_____________________________________________________

                                HOME ADDRESS___________________________________________

                                S. S. # _____________________________________________________

                                HOME PHONE_____________________________________________

________________________________                            _______________________________

Witness                                                                                          Guarantor

NOTARY