MANAGEMENT EMPLOYMENT AGREEMENT

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EXHIBIT 10.26

MANAGEMENT EMPLOYMENT AGREEMENT

This Agreement is entered into between HARLIN DEAN ("Manager") and Alon

USA GP, LLC, a Delaware corporation ("Employer" or "Company") on October 1,

2002, who, in return for the mutual promises set forth herein, agree as follows:

1. POSITION/TERM. (a) The term of the Manager's employment hereunder shall

be deemed to have commenced employment as of October 1, 2002, (the "Commencement

Date").

(b) Throughout the term of this Agreement, Employer shall employ Manager

and Manager shall render services to Employer in the capacity and with the title

of GENERAL COUNSEL, or such other title as may be established by Employer from

time to time. Manager shall devote his full time and best effort to the

successful functioning of the business of Employer and shall faithfully and

industriously perform all duties pertaining to his position, including such

additional duties as may be assigned from time to time, to the best of Manager's

ability, experience and talent. Manager shall be subject at all times during the

term hereof to the direction and control of Employer in respect of the work to

be done.

(c) Manager's employment hereunder shall be for an initial term

beginning on the Commencement Date and ending on October 1, 2005. Thereafter,

the term shall renew automatically each year for a term of one year, unless

either party provides the other with written notice at least 30 days prior to

the expiration of the term.

2. COMPENSATION. (a) Manager's salary ("Base Compensation") shall be

$200,000 per year, payable bi-weekly (unless the payroll practice of the Company

changes to monthly or semi-monthly) in arrears and subject to change only with

the mutual written consent of Employer and Manager. It is the intent of the

Company to develop guidelines for annual merit increases for salaries of all

salaried employees/management, including Manager.

(b) Manager shall be entitled to participate in the Alon USA Annual Cash

Bonus Plan containing the terms and conditions set forth in Exhibit A attached

hereto and incorporated herein which will be subject to modification from time

to time as set forth therein. For purposes of determining the Manager's Target

Bonus Amount under such plan, the Manager shall participate up to an amount

equal to fifty percent (50%) of base compensation.

3. FRINGE BENEFITS; REIMBURSEMENT OF EXPENSES. Employer shall make

available, or cause to be made available to Manager, throughout the period of

his employment hereunder, such benefits, including any disability,

hospitalization, medical benefits, retiree health benefits, life insurance,

pension plan or other benefits or policy, as may be put into effect from time to

time by Employer generally for other Management members at the level of Manager.

The Company expressly reserves the right to modify such benefits at any time,

subject to the provisions of paragraph 10(b) hereof.

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Manager will be reimbursed for all reasonable out-of-pocket business,

business entertainment and travel expenses paid by the Manager, in accordance

with and subject to applicable Company expense incurrence and reimbursement

policies.

4. VACATION. The number of vacation days to which Manager shall be

entitled each year shall be based on the years of service of the Manager for

Employer as follows - 15 days up to 10 years, 20 days after 10 years, 25 days

after 20 years and 30 days after 30 years. Unless otherwise agreed, vacation may

not be carried over into a new calendar year. Vacation time shall be taken only

after providing reasonable notice to the person to whom the Manager reports.

5. COMPLIANCE WITH EMPLOYER POLICIES. Manager shall comply with and

abide by all employment policies and directives of Employer. Employer may, in

its sole discretion, change, modify or adopt new policies and directives

affecting Manager's employment. In the event of any conflict between the terms

of this Agreement and Employer's employment policies and directives, the terms

of this Agreement will be controlling.

6. RESTRICTIVE COVENANT. (a) In consideration of the confidential

information of Employer provided to Manager and the other benefits provided to

Manager pursuant to this Agreement, Manager agrees that during the term of

Manager's employment with Employer and for a period of one year following any

termination of Manager's employment, if the Manager terminates employment during

the first two years of Manager's employment, or nine months, if the Manager

terminates employment after the first two years of employment and before the

completion of five years of employment (the "Non-Compete Period"), Manager will

not, without the prior written consent of Employer, directly or indirectly,

either as an individual or as an employee, officer, director, shareholder,

partner, sole proprietor, independent contractor, consultant or in any other

capacity conduct any business, or assist any person in conducting any business,

that is in competition with the business of Employer or its Affiliates (as

defined below).

(b) In addition to any other covenants or agreements to which Manager

may be subject, during the Non-Compete Period, Manager will not, directly or

indirectly, either as an individual or as an employee, officer, director,

shareholder, partner, sole proprietor, independent contractor, consultant or in

any other capacity whatsoever approach or solicit any customer or vendor of

Employer for the purpose of causing, directly or indirectly, any such customer

or vendor to cease doing business with Employer or its Affiliates.

For the purposes of this Agreement, the "business of Employer or its

Affiliates" means the business of refining petroleum distillates and the

wholesale distribution of such products in the Territory. The term "Affiliates"

means all subsidiaries of Employer and each person or entity that controls, is

controlled by, or is under common control with Employer. The "Territory" means

the states of Texas, New Mexico, Arizona, Arkansas, Louisiana and Oklahoma. It

is understood and agreed that the scope of each of the covenants contained in

this Section 6 is reasonable as to time, area, and persons and is necessary to

protect the legitimate business interest of Employer. It is further agreed that

such covenants will be

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regarded as divisible and will be operative as to time, area and persons to the

extent that they may be so operative. The terms of this Section 6 shall not

apply to the ownership by Manager of less than 5% of a class of equity

securities of an entity, which securities are publicly traded on the New York

Stock Exchange, the American Stock Exchange, or the National Market System of

the National Association of Securities Dealers Automated Quotation System. The

provisions of this Section 6 will survive any termination or expiration of this

Agreement.

7. CONFIDENTIALITY. (a) Manager recognizes that during the course of

employment, Manager will be exposed to information or ideas of a confidential or

proprietary nature which pertain to Employer's business, financial, legal,

marketing, administrative, personnel, technical or other functions or which

constitute trade secrets (including, but not limited to, specifications,

designs, plans, drawings, software, data, prototypes, the identity of sources

and markets, marketing information and strategies; business and financial plans

and strategies, methods of doing business; data processing and management

information and technical systems, programs and practices; customers and users

and their needs, sales history; and financial strength), and such information of

third parties which has been provided to Employer in confidence ("Confidential

Information"). All such information is deemed "confidential" or "proprietary"

whether or not it is so marked, provided that it is maintained as confidential

by the Company. Information will not be considered to be Confidential

Information to the extent that it is generally available to the public. Nothing

in this Section 7 will prohibit the use or disclosure by Manager of knowledge

that is in general use in the industry or general business knowledge.

(b) Manger shall hold Confidential Information in confidence, use it only

in connection with the performance of duties on behalf of Employer, and

restrict its disclosure to those directors, employees or independent

contractors of Employer having a need to know.

(c) Manager shall not disclose, copy or use Confidential Information for

the benefit of anyone other than Employer without Employer's prior written

consent.

(d) Manager shall, upon Employer's request or Manager's termination of

employment, return to Employer any and all written documents containing

Confidential Information in Manager's possession, custody or control.

8. NON-INTERFERENCE WITH EMPLOYMENT RELATIONSHIPS. During Manager's

employment with Employer, and for a period of one (1) year thereafter, Manager

shall not, without Employer's prior written consent, directly or indirectly: (a)

induce or attempt to induce any employee to leave the Employer's employ; or (b)

interfere with or disrupt the Employer's relationship with any of its employees

or independent contractors.

9. COPYRIGHT, INVENTIONS, PATENTS. Employer shall have all right, title and

interest to all features (including, but not limited to, graphic designs,

copyrights, trademarks and patents) created during the course of or resulting

from Manage