FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENT

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                                                                    EXHIBIT 10.4

                               FIRST AMENDMENT TO

                          TRADEMARK LICENSE AGREEMENT

     WHEREAS, FINAMARK, INC.; ATOFINA PETROCHEMICALS, INC. (collectively,

"Licensor") and SWBU, L.P. entered into a Trademark License Agreement (the

"Agreement") effective July 31, 2000;

     WHEREAS, Alon USA, LP and its affiliated companies (collectively

"Licensee") purchased all right, title and interest in and to SWBU, L.P. and all

SWBU's interest in the Agreement;

     WHEREAS, Licensee and Licensor now wish to amend and clarify the

  Agreement.

     NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, Licensor and Licensee agree as follows:

1.    In addition to the rights set forth in the Agreement, Licensee shall have a

limited right to sublicense use of the Licensed Marks in the Exclusive Licensed

Territory to an entity or entities operating a private