EMPLOYMENT AGREEMENT


         THIS  AGREEMENT,  made  this  24th  day of May,  2004,  by and  between
Mendecino  Capital Partners,  Inc, a Delaware  corporation  ("Corporation")  and
Sunset Service Stations, a California  corporation and a wholly owned subsidiary
of Corporation  ("Sunset"),  hereinafter  sometimes  collectively referred to as
SSS, and Vincent Sammarro, an individual ("Sammarro").

                             BACKGROUND INFORMATION

        WHEREAS, Sammarro is willing to be employed as President and CEO of SSS,
           and

         WHEREAS, SSS recognizes Sammarro's experience in the service station
         industry, and

         IT IS THEREFORE AGREED:

         1. Terms and Duties.  SSS hereby employs  Sammarro as President and CEO
of Sunset and  Corporation.  Sammarro  shall devote his best efforts and towards
the  advancement of SSS,  subject to reasonable  vacations  compatible  with his
position,  performing  such duties as are from time to time  prescribed  by, and
reporting directly to, the Board of Directors. This employment is at will.


         2. Compensation. SSS shall pay Sammarro the following compensation:

         a. An annual  base  salary of $36,000  (Thirty  Six  Thousand  Dollars)
payable in equal semimonthly  installments on the 1st and 15th day of the month,
provided that if the period of employment  hereunder  shall terminate on any day
other  than the 1st or 15th day of a  calendar  month,  then in that  event said
installments  shall be prorated.  In addition,  Sammarro shall be paid a monthly
bonus equal to 20% of the net profit of the first  service  station  acquired by
Sunset.  At such time as one or more  additional  stations  are  acquired,  this
percentage  and the  stations  to which they are  applicable  shall be  mutually
determined  in good  faith.  Sammarro  shall have the option to  apportion  this
compensation to other benefits such as health benefits and car allowance.

         b. As an additional  incentive to Samarro,  Corporation agrees to grant
250,000  fully paid up shares (par value $.001) to Sammarro as an  inducement to
Sammarro to accept the position with SSS. These shares will be considered earned
one third on each  anniversary of this  Agreement,  until May 21, 2007, when all
shall be vested.  The 250,000 shares constitute 20% of the outstanding shares of
the  Corporation.  The  Corporation  shall endeavor to become publicly traded as
soonb as practicable.

         3 Expenses.  Sammarro is  authorized to incur  reasonable  expenses for
promoting  the  business of SSS. SSS shall  reimburse  Sammarro for all expenses
upon the presentation by Sammarro,  from time to time, of an itemized account of
such expenditures.

         4.  General  Indemnification.   Corporation  and  SSS  shall  indemnify
Sammarro  if he was or is a party  or is  threatened  to be made a party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative (including, without limitation to, an
act by or in the  right  of  SSS)  by  reason  of the  fact  that he is or was a
director, officer, employee, or agent of corporation or SSS or is or was serving
at the request of Corporation or SSS as a director,  trustee, officer, employee,
partner,  joint venture partner, or agent of another  Corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests of  Corporation  or SSS , and,  with respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful.  No indemnification  shall be made in respect to any derivative claim,
issue or matter as to which  Sammarro  shall have been  adjudged to be liable to
the  Corporation or SSS unless,  and only to the extent that, the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability, but in view of all the circumstances of the case,
Sammarro  fairly and reasonably is entitled to be indemnified for such expenses.
Expenses (including attorney's fees) incurred in defending any civil or criminal
action,  suit  or  proceeding  referred  to in  this  Section  shall  be paid by
Corporation and SSS in advance of the final disposition of such action,  suit or
proceeding  upon receipt of an  undertaking by or on behalf of Sammarro to repay
such amount,  unless it shall ultimately be determined that he is entitled to be
indemnified by SSS or Corporation as authorized in the preceding sentences.  The
indemnification  provided by this Section  shall not be deemed  exclusive of any
other  rights to which  Sammarro  shall be entitled  under the common law or the
General  Corporation  Law  of the  State  of  Delaware  or  the  Certificate  of
Incorporation  or Bylaws of Corporation  or SSS or any agreement,  vote of their
respective shareholders or directors, or otherwise,  both or as to action in his
official capacity or as to action in another capacity while holding such office,
and shall  continue  after the  termination of this Agreement and shall inure to
the benefits of their heirs, executors and administrators of Sammarro.

         5. Assignments and Liability.  This Agreement shall inure to the
 benefit of Sammarro and his successors or
assigns.  All obligations and liabilities of SSS under this Agreement shall be
jointly and severally the obligations
of Corporation and SSS.

         6. Arbitration.  In the event of any dispute under this Agreement, such
dispute shall be settled by arbitration in Orange County in accordance  with the
then prevailing rules of the American Arbitration Association, and judgment upon
the award may be entered in any court having jurisdiction thereof.

         7. Entire Agreement.  This Agreement  constitutes all of the agreements
which have been made between the parties and no attempt  shall be made by either
party to assert that on, before,  or  simultaneously  with the execution of this
Agreement  there  were  any  other  agreements,  promises,   representations  or
understandings  made by any of them with respect to the matters contained herein
or to the  relationship  between the parties.  This  Agreement is not subject to
reinterpretation or change except by written agreement of the parties hereto.

         8. Governing Law.  This Agreement has been executed in the State of
California.  All questions concerning
this Agreement and performance hereunder shall be judged and resolved in
 accordance with the lams of the State of
California.


         IN WITNESS  WHEREOF,  the parties have  hereunder set their hands as of
the date first hereinbefore written,


SUNSET SERVICE STATIONS.                             .
MENDECINO CAPITAL PARTNERS, INC.



By: ______________________                  By: _____________________
Jehu Hand, Chief Financial Officer             Vincent Sammarro