MASTER SECURITY AGREEMENT

Exhibit 10.3

MASTER SECURITY AGREEMENT
dated as of May 30, 2008

      THIS MASTER SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement” ) is between General Electric Capital Corporation (together with its successors and assigns, if any, “Secured Party” ) and PUMPCO, INC. ( “Debtor” ). Secured Party has an office at 11175 Cicero Drive, Suite 600, Alpharetta, GA 30022. Debtor is a corporation organized and existing under the laws of the state of Texas. Debtor’s mailing address and chief executive office is 1209 South Main Street, Giddings, TX 78942.

     Debtor grants to Secured Party, its successors and assigns, a security interest in and against (A) all property listed on any collateral schedule now or in the future annexed hereto and made a part hereof (each a “Collateral Schedule” , and collectively, the “Collateral Schedule” ), and (B) all other equipment, vehicles, and titled vehicles owned by Debtor at the date of this Master Security Agreement as such date is shown above, and in the case of (A) and (B), in and against any and all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the “Collateral” ). This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the future, including but not limited to the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively “Notes” and each a “Note” ), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the “Indebtedness” ).

     Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:

     (a) Debtor’s exact legal name is as set forth in the preamble of this Agreement and Debtor is, and will remain, validly existing and in good standing under the laws of the state of its formation (specified in the preamble of this Agreement). Debtor has its chief executive office at the location specified in the preamble, and will not change its chief executive office without the prior written notice to the Secured Party, and is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations, including the jurisdiction(s) where the Collateral is or is to be located, except where the failure to be so qualified would not have a materially adverse effect;

     (b) Debtor has adequate power and capacity to enter into, and to perform its obligations under this Agreement, each Note and any other documents evidencing, or given in connection with, any of the Indebtedness (all of the foregoing are called the “Debt Documents” );

     (c) This Agreement and the other Debt Documents have been duly authorized, executed and delivered by Debtor and constitute legal, valid and binding agreements enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws;

     (d) No approval, consent or withholding of objections is required from, and no notice is required to be given to, any governmental authority or instrumentality, or any other person or entity, with respect to the entry into, or performance by Debtor of any of the Debt Documents, except any already duly obtained, other than (A) those that would not (i) have a material adverse effect in the property, assets, business, operations or financial conditions of the Debtor, or (ii) materially impair the right or ability of the Debtor to carry on its operations substantially as now conducted or anticipated to be conducted in the future, or its ability to perform its obligations hereunder or under any Note, or (iii) materially impair the rights of Secured Party hereunder or under any Debt Document or in and to the Collateral and (B) those that have been, or will be prior to the closing date hereof or under any Collateral Schedule or Note duly obtained or made;

     (e) The entry into, and performance by, Debtor of the Debt Documents will not (i) violate any of the organizational documents of Debtor or any judgment, order, law or regulation applicable to Debtor, or (ii) result in any breach of or constitute a default under any contract to which Debtor is a party, or result in the creation of any lien, claim or encumbrance on any of Debtor’s property (except for liens in favor of Secured Party) pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Debtor is a party, other than (A) those that would not (i) have a

material adverse effect in the property, assets, business, operations or financial conditions of the Debtor, or (ii) materially impair the right or ability of the Debtor to carry on its operations substantially as now conducted or anticipated to be conducted in the future, or its ability to perform its obligations hereunder or under any Note, or (iii) materially impair the rights of Secured Party hereunder or under any Debt Document or in and to the Collateral and (B) those that have been duly waived, as applicable, prior to the closing date hereof or under any Collateral Schedule or Note;

     (f) There are no suits or proceedings pending in court or before any commission, board or other administrative agency against or affecting Debtor which could, in the aggregate, have a material adverse effect on Debtor, its business or operations, or its ability to perform its obligations under the Debt Documents, nor does Debtor have reason to believe that any such suits or proceedings are threatened;

     (g) All financial statements delivered to Secured Party in connection with the Indebtedness have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement, there has been no material adverse change in Debtor’s financial condition;

     (h) The Collateral is, and will remain personal property, and is not, and will not be, used by Debtor for personal, family or household purposes;

     (i) The Collateral is, and will remain, in good condition and repair (normal wear and tear excepted), and Debtor will not be negligent in its care and use;

     (j) Debtor is, and will remain, the sole and lawful owner, and in possession of, the Collateral, and has the sole right and lawful authority to grant the security interest described in this Agreement;

     (k) The Collateral is, and will remain, free and clear of all liens, claims and encumbrances of any kind whatsoever, except for (i) liens in favor of Secured Party, (ii) liens for taxes assessments and other governmental charges or levies not yet due or for taxes assessments and other governmental charges or levies being contested in good faith and which do not involve, in the reasonable judgment of Secured Party, any risk of the sale, forfeiture or loss of any of the Collateral, and (iii) inchoate materialmen’s, mechanic’s, repairmen’s, carrier’s, warehousemen, and similar liens arising by operation of law in the normal course of business for amounts which are not delinquent (all of such liens are called “Permitted Liens”) ; and

     (l) Debtor is and will remain in (A) material compliance (solely to the extent applicable to it) with all laws and regulations applicable to it and (B) in full compliance (solely to the extent applicable to it) with all laws and regulations ensuring that no person who owns a controlling interest in or otherwise controls Debtor is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ( “OFAC” ), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act ( “BSA” ) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

     (a) Until the declaration of any Event of Default, Debtor shall remain in possession of the Collateral; except that Secured Party shall have the right to possess (i) any chattel paper or instrument that constitutes a part of the Collateral, and (ii) any other Collateral in which Secured Party’s security interest may be perfected only by possession. Secured Party may inspect any of the Collateral during normal business hours after giving Debtor reasonable prior notice. If Secured Party asks, Debtor will promptly notify Secured Party in writing of the location of any Collateral.

     (b) Debtor shall (i) use the Collateral only in its trade or business, (ii) maintain all of the Collateral in good operating order and repair, normal wear and tear excepted, (iii) use and maintain the Collateral only in compliance with manufacturers recommendations and all applicable laws, and (iv) keep all of the Collateral free and clear of all liens, claims and encumbrances (except for Permitted Liens).

     (c) Secured Party does not authorize and Debtor agrees it shall not (i) part with possession of any of the Collateral (except to Secured Party or for maintenance and repair), (ii) remove any of the Collateral from the continental United States, or (iii) sell, rent, lease, mortgage, license, grant a security interest in or otherwise transfer or encumber (except for Permitted Liens) any of the Collateral.

     (d) Debtor shall report and pay promptly when due all taxes, license fees, assessments and public and private charges levied or assessed on any of the Collateral, on its use, operation, purchase, ownership, delivery, leasing or possession thereof, or on this Agreement or any of the other Debt Documents (or any receipts hereunder and thereunder), by any governmental entity or taxing authority during or related to the term of this Agreement, or to any other period during which Debtor had use or possession of the Collateral, including, without limitation, all license and registration fees, and all sales, use, personal property, excise, gross receipts, franchise, stamp or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon (collectively “Taxes” ). Debtor shall have no liability for Taxes imposed by the United States of America or any state or political subdivision thereof which are on or measured by the net

income of Secured Party. Debtor shall promptly reimburse Secured Party (on an after-tax basis) for any Taxes charged to or assessed against or paid by Secured Party. Debtor shall send Secured Party a copy of each report or return and evidence of Debtor’s payment of Taxes upon request by Secured Party. At its option, Secured Party may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral and may pay for the maintenance, insurance and preservation of the Collateral and effect compliance with the terms of this Agreement or any of the other Debt Documents. Debtor agrees to reimburse Secured Party, on demand, all reasonable costs and expenses incurred by Secured Party in connection with such payment or performance and agrees that such reimbursement obligation shall constitute indebtedness.

     (e) Debtor shall, at all times, keep accurate and complete records of the Collateral, and Secured Party shall have the right to inspect and make copies of all of Debtor’s books and records relating to the Collateral during normal business hours, after giving Debtor reasonable prior notice. Notwithstanding anything herein to the contrary, the Secured Party shall conduct no more than 3 inspections per year of such books, records and of the Collateral itself and the Debtor shall not be responsible for costs and expenses all in excess of $1000.00 per annum (in each case, so long as there is not a continuing Event of Default, in which case such limitations shall not apply).

     (f) Debtor agrees and acknowledges that any third person who may at any time possess all or any portion of the Collateral shall be deemed to hold, and shall hold, the Collateral as the agent of, and as pledge holder for, Secured Party. Secured Party may at any time give notice to any third person described in the preceding sentence that such third person is holding the Collateral as the agent of, and as pledge holder for, Secured Party.

     (a) Debtor shall at all times bear the entire risk of any loss, theft, damage to, or destruction of, any of the Collateral from any cause whatsoever.

     (b) Debtor agrees, at its own expense, to keep the Collateral insured with companies reasonably acceptable to Secured Parties for such amounts and against such hazards as Secured Party may require, including, but not limited to, all risks physical damage insurance for the Collateral itself, including, but not limited to, loss or damage by fire and extended coverage perils, theft, burglary, and for any or all Collateral which are vehicles, for risk of loss by collision. The physical insurance coverage shall be in an amount no less than the full replacement value of the Collateral, and deductible amounts, insurers and policies shall be acceptable to Secured Party. Debtor shall deliver to Secured Party policies or certificates of insurance evidencing such coverage. Each policy shall name Secured Party as loss payee, shall provide for coverage to Secured Party regardless of the breach by Debtor of any warranty or representation made therein, shall not be subject to co-insurance, and shall provide that coverage may not be canceled or altered by the insurer except upon thirty (30) days’ prior written notice to Secured Party. Upon an Event of Default that has occurred and is continuing, Debtor irrevocably appoints Secured Party as its attorney-in-fact to make proof of loss, claim for insurance and adjustments with insurers, and to receive payment of and execute or endorse all documents, checks or drafts in connection with insurance payments. Debtor may not make adjustments with insurers except with Secured Party’s prior written consent. Proceeds of insurance shall be applied, at the option of Secured Party, to repair or replace the Collateral or to reduce any of the Indebtedness under the Debt Documents.

     (a) Debtor shall promptly notify Secured Party (i) at least thirty (30) days’ prior to any change in the name of Debtor, (ii) at least sixty (60) days’ prior to any change in the state of its incorporation, organization or registration, (iii) at least thirty (30) days’ prior to any relocation of its chief executive offices, (iv) at least thirty (30) days’ prior to any permanent or indefinite relocation of any of the Collateral from the location(s) specified in its applicable Collateral Schedule, (v) promptly upon any of the Collateral being lost, stolen, missing, destroyed, materially damaged or worn out, or (vi) promptly upon Debtor becoming aware of any lien, claim or encumbrance other than Permitted Liens attaching to or being made against any of the Collateral.

     (b) Debtor will deliver to Secured Party Debtor’s complete financial statements, certified by a recognized firm of certified public accountants, within one hundred and twenty (120) days of the close of each fiscal year of Debtor. If Secured Party requests, Debtor will deliver to Secured Party