EXHIBIT 10.0


                ASSET CONTRIBUTION AND RECAPITALIZATION AGREEMENT

                                by and among

                                CLARK USA, INC.

                        CLARK REFINING & MARKETING, INC.,

                                   OTG, INC.

                                     and
        
                              CM ACQUISITION, INC.
        
                                  dated as of

                                  May 8, 1999




TABLE OF CONTENTS


	Page


ARTICLE I - CERTAIN DEFINITIONS                           1

ARTICLE II- SALE OF ASSETS; CLOSING                      14
Section 2.1  Assets to Be Acquired                       14
Section 2.2  Excluded Assets                             17
Section 2.3  Assumption of Liabilities                   19
Section 2.4  Retained Liabilities                        21
Section 2.5  Recapitalization                            22
Section 2.6  Additional Closing Deliveries               25
Section 2.7  Time and Place of the Closing               27
Section 2.8  Purchase Price Adjustment                   27
Section 2.9  Allocation                                  30
        
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER   31
Section 3.1  Organization and Qualification              31
Section 3.2  Authority                                   32
Section 3.3  Equity Investments                          32
Section 3.4  Consents and Approvals; No Violation        32
Section 3.5  Financial Statements                        33
Section 3.6  Undisclosed Liabilities                     35
Section 3.7  Absence of Certain Changes or Events        35
Section 3.8  Condition of Assets; Assets
                Necessary for Business                   36
Section 3.9  Personal Property                           36
Section 3.10  Real Property                              37
Section 3.11  Litigation                                 39
Section 3.12  Intellectual Property                      39
Section 3.13  Licenses                                   40
Section 3.14  Labor Matters                              40
Section 3.15  Employee Benefit Plans; ERISA              41
Section 3.16  Material Contracts                         41
Section 3.17  Environmental Matters                      43
Section 3.18  Brokers, Finders, etc                      44
Section 3.19  Transactions with Affiliates               45
Section 3.20  Compliance with Laws                       45
Section 3.21  Insurance                                  45
Section 3.22  Year 2000                                  45
Section 3.23  Books of Account                           46
Section 3.24  Retail Stores                              46
Section 3.25  Jobbers                                    46
Section 3.26  Taxes                                      46
Section 3.27  No Implied Representations                 47

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BUYER     48
Section 4.1  Organization and Qualification              48
Section 4.2  Authority                                   48
Section 4.3  Consents and Approvals; No Violation        49
Section 4.4  Litigation                                  49
Section 4.5  Brokers, Finders, etc                       50
Section 4.6  Financial Capability                        50

ARTICLE V - COVENANTS RELATING TO CONDUCT OF BUSINESS    50
Section 5.1  Conduct of Business                         50

ARTICLE VI - ADDITIONAL AGREEMENTS                       53
Section 6.1  Access to Information                       53
Section 6.2  Filings                                     54
Section 6.3  Consents                                    54
Section 6.4  Certain Tax Matters                         54
Section 6.5  Agreement to Cooperate; Further Assurances  55
Section 6.6  Public Announcements                        57
Section 6.7  Confidential Information                    57
Section 6.8  WARN                                        58
Section 6.9  Employment/Employee Benefits Arrangements   58
Section 6.10  Non-Solicitation of Employees;No Transfers 60
Section 6.11  Phase I Environmental                      61
Section 6.12  Non-Competition; Clark Name                62
Section 6.13  Transition Services; Supply
               Agreement; Software License Agreement     63
Section 6.14  Intercompany Accounts                      63
Section 6.15  Real Property Documents                    63
Section 6.16  Certain Liabilities                        64
Section 6.17  Revolver                                   65

ARTICLE VII -  CONDITIONS                                65
Section 7.1  Conditions to Each Party's
                  Obligations to Effect the
                  Transactions Contemplated Hereby       65
Section 7.2  Conditions to Obligations of
                  Buyer to Effect the
                  Transactions Contemplated Hereby       66
Section 7.3  Conditions to Obligations of Seller and
                  Retail Sub to Effect the Transactions
                  Contemplated Hereby                    67

ARTICLE VIII - TERMINATION                               68
Section 8.1  Termination                                 68
Section 8.2  Effect of Termination                       69

ARTICLE IX - SURVIVAL; INDEMNIFICATION                   69
Section 9.1  Survival                                    70
Section 9.2  Indemnification by Buyer or Seller          70
Section 9.3  Third-Party Claims                          73
Section 9.4  Environmental Indemnification.              74
Section 9.5  Termination of Indemnification              77

ARTICLE X - MISCELLANEOUS                                77
Section 10.1  Counterparts                               77
Section 10.2  Governing Law                              77
Section 10.3  Entire Agreement                           78
Section 10.4  Expenses                                   78
Section 10.5  Notices                                    78
Section 10.6  Assignment                                 79
Section 10.7  Interpretation                             80
Section 10.8  Amendments; Waivers                        81
Section 10.9  Severability                               81
Section 10.10  Consent to Jurisdiction; Waiver of
                  Jury Trial                             82
Section 10.11  Specific Performance                      82
Section 10.12  Bulk Sales                                82
Section 10.13  Business Day                              83
Section 10.14 Successors and Assigns                     83
Section 10.15 Guarantee                                  83
Section 10.16 Arbitration                                83


		ASSET CONTRIBUTION AND RECAPITALIZATION AGREEMENT (this 
"Agreement"), dated as of May 8, 1999, by and among CLARK USA, INC., a 
Delaware corporation ("Clark USA"), CLARK REFINING & MARKETING, INC., a 
Delaware corporation and a wholly owned subsidiary of Clark USA ("Seller"), 
OTG, INC., a Delaware corporation and a wholly owned subsidiary of Clark USA 
("Retail Sub"), and CM ACQUISITION, INC., a Delaware corporation ("Buyer").
WHEREAS, Seller owns or leases the assets used in connection with 
the operation of the Business (as hereinafter defined);
WHEREAS, on the terms and subject to the conditions set forth in 
this Agreement, Seller desires to contribute, assign and transfer the assets 
of the Business to Retail Sub and Retail Sub desires to assume certain of the 
obligations and liabilities of Seller related to the Business; and
WHEREAS, the parties hereto desire to effect certain other 
transactions as provided herein whereby Buyer will acquire control of Retail 
Sub.
NOW THEREFORE, in consideration of the premises and the mutual 
representations, covenants and agreements contained herein, and for other good 
and valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto, intending to be legally bound, hereby agree 
as follows:

                                ARTICLE I
                            CERTAIN DEFINITIONS

Section I.1  As used in this Agreement the following terms shall 
have the following respective meanings:


        "Action" shall mean any action, suit, arbitration, inquiry, 
proceeding or investigation by or before any Governmental Authority or before 
any arbitrator.
        "Affiliate" shall mean, with respect to any person, any other 
person that directly, or indirectly through one or more intermediaries, 
controls or is controlled by or is under common control with such first 
person.  As used in this definition, "control" (including, with correlative 
meanings, "controlled by" and "under common control with") shall mean the 
possession, directly or indirectly, of the power to direct or cause the 
direction of management or policies, whether through the ownership of 
securities or partnership or other ownership interests, by contract or 
otherwise, and either alone or in conjunction with others.  For the avoidance 
of doubt, (i) Retail Sub shall be considered an Affiliate of Seller prior to 
the Closing and not on or after the Closing, and any reference to "Affiliates 
of Seller" shall be deemed to refer to matters relating to Retail Sub to the 
extent (and only to the extent) such matters existed prior to the Closing and 
(ii) Retail Sub shall be considered an Affiliate of Buyer after the Closing 
and not on or prior to the Closing, and any reference to "Affiliates of Buyer" 
shall be deemed to refer to matters relating to Retail Sub to the extent (and 
only to the extent) such matters existed after the Closing.
        "Allocation Schedule" shall have the meaning set forth in Section 
2.9.
        "Assets" shall have the meaning set forth in Section 2.1.
"Assignment and Assumption Agreement" shall mean an assignment and 
assumption agreement in substantially the form attached as Exhibit A hereto 
whereby Seller assigns all of its rights under the Assumed Contracts (other 
than the Leases and the Subleases) to Retail Sub and Retail Sub assumes 
Seller's obligations under the Assumed Liabilities (other than those arising 
under the Leases and the Subleases) on the terms set forth therein.


        "Assignments of Lease" means those assignments of lease to be 
entered into between Retail Sub and Seller on the Closing Date, substantially 
in the form of Exhibit B, whereby Seller assigns all of its rights under the 
Leases (including the leaseholds created under such Leases) and under the 
Subleases to Retail Sub and Retail Sub assumes Seller's obligations under such 
Assumed Liabilities on the terms set forth therein.

        "Assumed Contracts" shall have the meaning set forth in Section
2.1(c).
        "Assumed Liabilities" shall have the meaning set forth in Section
2.3(a).
        "Bill of Sale" shall mean a bill of sale in substantially the form
attached as Exhibit C hereto.
        "Branded Retail Store" shall mean each Retail Store identified as 
"Branded Retail Store:  Franchisee operated" on Schedule 1.1(a), including 
those Retail Stores identified as "Retail Stores:  Non-Branded" on such 
Schedule.
        "Business" shall mean the retail marketing of gasoline, 
convenience store products and other items through gasoline and convenience 
stores and independently-operated branded gasoline and convenience stores as 
conducted by Seller.
        "Business Day" shall mean any day that is not a Saturday, a Sunday 
or a legal holiday on which banking institutions in the State of New York are 
not required to open.
        "Claims" shall have the meaning set forth in Section 2.1(j).
        "Closing" shall have the meaning set forth in Section 2.7.
        "Closing Balance Sheet" shall have the meaning set forth in 
Section 2.8(a).
        "Closing Date" shall mean the date at which the
Closing actually occurs.
        "Closing Financial Data" shall have the meaning set forth in 
Section 2.8(b).
        "Closing Working Capital" shall have the meaning set forth in 
Section 2.8(a).
                
        "Code" shall mean the Internal Revenue Code of 1986, as amended, 
and any successor thereto.
        "Corporate Office" means the corporate office of Seller located at 
8182 Maryland Avenue, St. Louis, Missouri, that provides certain support to 
the Business.
        "Debt" of a person means:  (i) all obligations of such person for 
borrowed money; (ii) all obligations of such person evidenced by bonds, 
debentures, notes or other instruments; (iii) all obligations of such person 
to pay the deferred purchase price of property or services; (iv) all 
capitalized lease obligations of such person and  (v) all obligations or 
liabilities of others secured by a Lien on any asset owned by such person, 
whether or not such obligation or liability is assumed by such person.
        "Deeds" means those special warranty deeds to be executed and 
delivered by Seller to Retail Sub on the Closing Date, substantially in the 
form of Exhibit D, whereby Seller conveys the Owned Real Property to Retail 
Sub (which will not contain any covenants in favor of any person other than 
Retail Sub unless such covenant is necessary to obtain Title Insurance 
Policies as required by the Title Insurer).
        "employee benefit plan" shall mean "employee benefit plan" within 
the meaning of section 3(3) of ERISA.


        "Environmental Claim" shall mean any litigation, administrative 
proceeding, claim, action, cause of action, investigation or notice by any 
person (including any party hereto) alleging Liability or potential Liability 
(including for investigatory costs, cleanup costs, remedial, removal, 
containment, restoration or monitoring work, governmental response costs, 
natural resources damages, property damages, personal injuries or penalties) 
to the extent (and only to the extent) arising out of, based on or resulting 
from (a) the presence, or release into the environment, at or prior to the 
Closing Date, of any Materials of Environmental Concern at, on or beneath any 
location utilized in the Business, or any land adjacent thereto or in 
connection with any Hazardous Waste Site whether or not owned or operated by 
Seller or (b) circumstances forming the basis of any violation or alleged 
violation of or non-compliance or alleged non-compliance with any Environ-
mental Law or Environmental Permit at or prior to the Closing Date.
        "Environmental Laws" shall mean all applicable Federal, state and 
local Laws relating to pollution or protection of the environment (including 
ambient air, surface water, ground water, land surface or subsurface strata), 
or protection of human health (as relating to the workplace or the 
environment) including Laws relating to emissions, discharges, releases or 
threatened releases of Materials of Environmental Concern, or otherwise 
relating to the manufacture, processing, distribution, use, treatment, 
storage, disposal, transport or handling of Materials of Environmental 
Concern.
        "Environmental Permit" means any License required to be obtained 
or held under any Environmental Law.
        "ERISA" shall mean the Employee Retirement Income Security Act of 
1974, as amended, and the rules and regulations promulgated thereunder.
        "Excluded Assets" shall have the meaning set forth in Section 2.2.
        "Final Closing Working Capital" shall have the meaning set forth 
in Section 2.8(d). 
        "Financial Statements" shall have the meaning set forth in Section 
3.5.

        "Franchise Contracts" shall mean each contract identified in 
Schedule 2.1(c) under "Franchise Contracts" and "Jobber Contracts" pursuant to 
which Seller has granted the right to use the Clark name to an owner or 
operator of a Branded Retail Store.
        "GAAP" shall mean generally accepted accounting principles as in 
effect in the United States consistently applied.
        "Governmental Authority" shall mean any government or state (or 
any subdivision thereof), whether domestic, foreign or multinational, or any 
agency, authority, bureau, commission, department or similar body or 
instrumentality thereof, or any governmental court or tribunal.
        "Hazardous Waste Site" means any site or location other than on 
Real Property, wherever located (including any well, pit, pond, lagoon, 
tailings pile, spoil pile, impoundment, ditch, trench, drain, landfill, 
warehouse or waste storage container) where Materials of Environmental Concern 
have been deposited, stored, treated, reclaimed, disposed of, placed or 
otherwise come to be located.
        "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements 
Act of 1976, as amended.
        "Initial Note Amount" shall mean an amount equal to $230,000,000 
minus the Total Equity Amount, subject to adjustment pursuant to Sections 
2.5(c), (d) and (e).
        "Identified Contamination Site" means any parcel of Real Property 
identified under "Environmental Matters: Identified Contamination Sites" on 
Schedule 3.17 and any other Real Property at which a release of Materials of 
Environmental Concern has been reported to an applicable Governmental 
Authority (other than Remediated Sites) prior to the date hereof.
        "IRS" shall mean the Internal Revenue Service.

        "Jobber" means those independent third persons identified on 
Schedule 2.1(c) under "Franchise Contracts" and "Jobber Contracts," who have 
entered into Franchise Contracts with Seller for the purpose of selling 
Seller's branded products.
        "Law" means any law, rule, regulation, order, decree or other 
requirement having the force of law.
        "Leased Real Property" means all real property on which any of the 
Seller Retail Stores or Other Real Property is situated (and including the 
improvement, fixtures and fittings thereon and easements, rights-of-way and 
appurtenances thereto) and leased or subleased by Seller from another person.
        "Leases" means all leases, subleases, concession agreements, 
licenses and other rights to occupancy relating to the Leased Real Property to 
which Seller is party, whether as a lessee, sublessee or otherwise.
        "Liabilities" shall mean, as to any person: (i) all Debts of such 
person, (ii) adverse claims against such person, (iii) any contractual 
obligation (or provision thereof) enforceable against such person that does 
not constitute Debt of such person but which would involve the expenditure of 
money by such person if complied with, and (iv) any other liabilities and 
obligations, direct, indirect, absolute or contingent of such person, whether 
accrued, vested or otherwise, whether known or unknown and whether or not 
actually reflected, or required by GAAP to be reflected, in such person's 
balance sheets or other books and records.
        "Licenses" shall have the meaning set forth in Section 3.13.


        "Liens" shall mean, with respect to any Asset, any lien (statutory 
or otherwise), mortgage, deed of trust, deed to secure debt, pledge, 
assignment, security interest, hypothecation, deposit arrangement, purchase 
option, call, or other encumbrance of any kind in respect of such Asset, 
whether or not filed, recorded or otherwise perfected under applicable Law.

        "Losses" shall mean any and all losses, claims, demands, 
Liabilities, obligations, actions, suits, orders, statutory or regulatory 
compliance requirements, or proceedings asserted by any person (including 
Governmental Authorities), and all damages, costs, expenses, assessments, 
judgments, recoveries and deficiencies, including interest, penalties, 
investigatory expenses, consultants' fees, and reasonable attorneys' fees and 
costs (including costs incurred in enforcing the applicable indemnity), of 
every kind and description incurred by or awarded against a party, provided 
that "Losses" shall not include any indirect, consequential, incidental, 
exemplary or punitive damages or other special damages or lost profits (except 
to the extent payable to a third party as a result of a third party claim).

        "Material Adverse Effect" shall mean a material adverse effect on
the business, financial condition or results of operations of the Business, 
taken as a whole, or on the ability of Seller to consummate the transactions 
contemplated hereby.

        "Materials of Environmental Concern" shall mean all chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous substances, 
asbestos, petroleum and petroleum products, petroleum hydrocarbons, 
polychlorinated byphenols or any other substance as defined in, or as may 
result in Liability or in an investigation or remediation under, Environmental 
Laws or which is defined as "hazardous waste" or "hazardous substance" under 
any Environmental Law, or which is toxic, explosive, corrosive, flammable, 
infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is 
regulated by any Governmental Authority under Environmental Laws.


        "Motor Vehicles" means all automobiles and trucks owned or leased 
by Seller and primarily used in or necessary to the operation of the Business 
as currently conducted.

        "Neutral Auditors" shall have the meaning set forth in Section
2.8(d). 

        "Newco" shall mean a new Delaware limited liability company to be
formed by Superholdco that will be a wholly-owned subsidiary of Superholdco.
        "Non-Transferred Employee"  shall have the meaning set forth in 
Section 6.9(a).

        "Ordinary Course of Business" means the ordinary course of
business by Seller consistent with past custom and practice, as the same 
relates to the Business or any part thereof.

        "Other Real Property" means that real property (including the
improvements, fixtures and fittings thereon and easements, rights-of-way, 
mineral rights and other appurtenances thereto) listed on Schedule 2.1(a)-1 
and 2.1(a)-3 which is not a Retail Store.

        "Owned Real Property" means all real property on which any of the
Seller Retail Stores or the Other Real Property is situated (and including the 
improvements, fixtures and fittings thereon and easements, rights-of-way and 
other appurtenances thereto) and owned by Seller.


        "Permitted Liens" means (i) Liens for Taxes that (x) are not yet 
due or delinquent or (y) are being contested in good faith by appropriate 
proceedings and for which adequate reserves have been established in accor-
dance with GAAP; (ii) statutory Liens or landlords', carriers', 
warehousemen's, mechanics', suppliers', materialmen's, repairmen's or other 
like Liens arising in the ordinary course of business with respect to amounts 
not yet overdue or amounts being contested in good faith by appropriate 
proceedings if a reserve or other appropriate provision, if any, as shall be 
required by GAAP shall have been made therefor; (iii) Liens incurred or 
deposits made in connection with workers' compensation, unemployment insurance 
and other types of social security benefits; (iv) Liens incurred or deposits 
made to secure the performance of tenders, bids, leases, statutory 
obligations, surety and appeal bonds, government contracts, performance and 
return-of-money bonds and other obligations of like nature (other than 
contracts for the payment of money); (v) easements, rights-of-way, 
restrictions and other similar charges or encumbrances (which are not mortgage 
or other security interests in respect of Debt) on real property interests 
none of which, individually or in the aggregate, materially interfere with the 
ordinary conduct of the Business or the use of the Real Property subject 
thereto for its current uses; (vi) Leases or Subleases; (vii) with respect to 
the Real Property, title defects or irregularities, none of which individually 
or in the aggregate materially impair the current use of the Real Property 
subject thereto, and (viii) as to any Leased Real Property, any Lien affecting 
the interest of the landlord thereunder.

        "person" shall mean any individual, corporation, partnership,
joint venture, trust, incorporated organization, other form of business or 
legal entity or Governmental Authority.

        "PMPA" means the Petroleum Marketing Practices Act.

        "Premises" shall have the meaning set forth in Section 2.1(a).

        "Prime Rate" means the highest rate published from time to time as
the "Prime Rate" for U.S. bank dollar loans in The Wall Street Journal.

        "Real Property" means the Owned Real Property and the Leased Real
Property.

        "Real Property Documents" means the Surveys, the Title Commitments
and the Title Insurance Policies pertaining to the Owned Real Property.


        "Remediated Site" means any Real Property identified as a 
Remediated Site on Schedule 3.17 and any other Real Property which Seller has 
determined required remediation under Environmental Law, which remediation has 
been completed by Seller as evidenced by the receipt prior to the date hereof 
of a no further action letter from an applicable Governmental Authority.

        "Required Consents" has the meaning set forth in Section 3.4.

        "Resolution Period" shall have the meaning set forth in Section
2.8(c).

        "Retail Store" shall mean each gasoline/convenience store
identified on Schedule 1.1(a). 

        "Retained Liabilities" shall mean all Liabilities and obligations
of Seller and the Business which are not Assumed Liabilities.

        "Seller Plans" shall have the meaning set forth in Section 3.15.

        "Seller Representatives" shall have the meaning set forth in
Section 6.1. 

        "Seller Retail Store" shall mean each Retail Store that is not a
Branded Retail Store.

        "Seller's Knowledge" means the actual knowledge of William
Rusnack, Brandon Barnholt, Robert Hamer, John Hanner, Brad Burmaster, Maura 
Clark, Dennis Eichholz and Richard Keffer, after due inquiry by such 
individuals.

        "Stub Equity Amount" shall mean 6% of the Total Equity Amount.

        "Subleases" means all leases or subleases relating to any of the
Real Property to which Seller is a party as either a lessor or sublessor.

        "Supply Agreement" has the meaning set forth in Section 6.13(b).

        "Surveys" means the surveys to be delivered to Buyer in accordance
with Section 6.15.

        "Taxes" shall mean all Federal, state, local and foreign taxes,
and other assessments of a similar nature (whether imposed directly or through 
withholding), including any interest, additions to tax or penalties applicable 
thereto.

        "Title Commitments" means those irrevocable commitments for the
Owned Real Property issued by the Title Insurer to issue the Title Insurance 
Policies and delivered to Buyer in accordance with Section 6.15.
        "Title Insurer" means the title insurance company selected by 
Buyer in its reasonable discretion, together with such reinsurers or 
coinsurers of such title company as Buyer selects in its reasonable 
discretion, to issue the Title Insurance Policies.

        "Title Insurance Policies" has the meaning set forth in Section
6.15.

        "Total Equity Amount" shall mean any amount elected by Buyer not
less than $40,000,000 and not more than $83,000,000 (which amount shall be set 
forth in a written notice delivered to Seller by no later than 20 days prior 
to the Closing Date).

        "Trademark License Agreement" shall have the meaning set forth in
Section 6.12(b).

        "Transfer Documents" means the Assignment and Assumption
Agreement, the Assignments of Lease, the Bill of Sale, the Deeds and all other 
assignments, certificates of title and other transfer documents referred to in 
Section 2.6(iv) and Section 2.6(v).

        "Transferred Employee" shall have the meaning set forth in Section
6.9(a).

        "Treasury Regulation" means those regulations promulgated by the
United States Department of the Treasury pursuant to the authority of the Code 
or any other revenue law of the United States of America.


        "Unknown Site" means any Real Property identified as an Unknown 
Site on Schedule 3.17 and which is not a Remediated Site or an Identified 
Contamination Site.

        "WARN Act" shall mean the U.S. Worker Adjustment and Retraining
Notification Act of 1988.

        "Working Capital" shall mean current assets (excluding the
Excluded Assets and the Assets referred to in Section 2.1(h) as Deposits and 
Section 2.1(l)) of the Business minus current liabilities (excluding the 
Retained Liabilities but including the Reserve Liabilities referred to in 
Section 6.16) of the Business, in each case determined in accordance with the 
methodology set forth in Section 2.8(a).

Section I.2  "Other Definitional Provisions"

        (a)     The words "hereof", "herein", and "hereunder" and words of
similar import, when used in this Agreement, shall refer to this Agreement as 
a whole and not to any particular provision of this Agreement.

        (b)     The terms defined in the singular shall have a comparable
meaning when used in the plural, and vice versa.

        (c)     The terms "dollars" and "$" shall mean United States
dollars.

        (d)     Unless the context requires otherwise, all words used in
this Agreement in any gender shall extend to and include all genders.

        (e)     Whenever the term "including" is used in this Agreement in
connection with a listing of items included within a prior or subsequent 
reference, such listing shall be interpreted to be illustrative only, and 
shall not be interpreted as a limitation on or an exclusive listing of the 
items included within the prior or subsequent reference.


        (f)     Other terms may be defined elsewhere in the text of this 
Agreement and, unless otherwise indicated, shall have such meaning throughout 
this Agreement.

        (g)     References to any person include such person's successors
and assigns but, if applicable, only if such successors and assigns are 
permitted by this Agreement.

        (h)     Reference to any agreement (including this Agreement),
document or instrument means such agreement, document or instrument as amended 
or modified and in effect from time to time in accordance with the terms 
thereof and, if applicable, the terms hereof.

        (i)     General or specific references to any Law means such Law as
amended, modified, codified or reenacted, in whole or in part, and in effect 
from time to time.

                                     ARTICLE II
                        SALE OF ASSETS; CLOSING ARTICLE II      

        Section II.1  Assets to Be Acquired.  Upon the terms and subject to
the satisfaction of the conditions set forth herein, at the Closing, subject
to Section 2.2, Seller shall contribute, convey, assign, transfer and deliver
to Retail Sub, and Retail Sub shall acquire and accept, all right, title and
interest in and to all of the properties, assets and other rights (other than
the Excluded Assets) owned or leased by, or licensed to, Seller on the Closing
Date and used primarily in, or necessary to the operation of, the Business as
currently conducted (the "Assets").
        Without limiting the generality of the foregoing, subject to 
Section 2.2, the Assets shall include the following:

        (a)  the Real Property, including all land, leaseholds,
easements and other interests in the Real Property, and the 
buildings, fixtures and improvements thereon (collectively, the 
"Premises");


        (b)  all inventory, equipment, machinery, vehicles, 
furniture, fixtures, trade fixtures, leasehold improvements, 
pumps, office materials and supplies, management information 
systems, spare parts and other tangible personal property of every 
kind and description owned by Seller and located on any of the 
Premises or used primarily in, or necessary to the operation of, 
the Business as currently conducted (including those identified in 
Schedule 3.9(b);

        (c)  to the extent assignable under the terms thereof or
applicable Law, (I) the Franchise Contracts and all other 
contracts identified on Schedule 2.1(c) and (II) all other 
contracts, licenses, leases, purchase orders, sales orders, 
invoices, commitments and other agreements (other than employment, 
change of control and retention agreements) entered into prior to, 
on or after the date hereof by Seller which are primarily related 
to the Business as currently conducted which, if entered into 
prior to the date hereof, would not have been required to be 
disclosed on the Schedule 3.16 (collectively, the "Assumed 
Contracts");

        (d)  all of Seller's rights in and to all copyrights,
trademarks, patents, trade names, logos and other similar 
intangible assets owned or licensed by Seller (or in which Seller 
otherwise has an interest) and used primarily in, or necessary to 
the operation of, the Business as currently conducted, including 
the registered trademarks, trade names and logos set forth in 
Schedule 2.1(d);


        (e)  all files, books and other records (including invoices, 
lists, supplies, correspondence, memoranda, plats, architectural 
plans, surveys, title insurance policies, final working drawings, 
plans and specifications, shop drawings, change orders, 
environmental reports, maintenance records, soil tests and 
engineering reports, creative materials, advertising and 
promotional materials, studies, reports and other printed or 
written materials) of Seller relating primarily to the Business, 
other than duplicate copies thereof, if any, that are maintained 
at the Corporate Offices of Seller or any of its Affiliates for 
tax, accounting and other purposes;

        (f)  all of Seller's goodwill in, and going concern value
of, the Business;

        (g)  all accounts, notes and accounts receivable of the
Business;

        (h)  all prepaid expenses to the extent relating to the
Business and any Claims (as defined below) to the extent relating 
thereto (including any deposits, letters of credit, bonds and 
other forms of guaranty or security posted or deposited by Seller 
with respect to any License ("Deposits"));

        (i)  to the extent transferable under applicable Law, all
franchises, approvals, permits, licenses, orders, registrations, 
certificates, variances and similar rights obtained from 
Governmental Authorities to the extent relating to the Business;

        (j)  all rights, claims, demands, Actions, refunds, rights of
recovery, rights of set off, rights of recoupment and causes of action 
(collectively, "Claims") to the extent arising out of or relating to the 
Premises, the other Assets or any of the Assumed Contracts (including 
the Leases), including Claims against any funds or financial assurance 
programs administered by any Governmental Authority for the remediation 
of leaking underground storage tanks relating to the Identified 
Contamination Sites and the Unknown Sites and Claims with respect to any 
condemnation or eminent domain or similar proceeding against any of the 
Real Property; 


        (k)  all insurance proceeds received after the date hereof 
to the extent arising out of or related to damage, destruction or 
loss of any Assets, which damage or destruction remains 
unrepaired, or to the extent any Assets remain unreplaced, at the 
Closing Date; and

        (l)  all security deposits held by Seller with respect to any
Sublease.

        Section II.2  Excluded Assets.
Notwithstanding anything to the contrary herein, all of Seller's right, title 
and interest in all of the following properties, assets and other rights (the 
"Excluded Assets") shall be excluded from the Assets:

        (a)  the corporate books and records of Seller, including
minute books and stock ledgers, and copies of business records 
included in the Assets acquired by Retail Sub that are reasonably 
required by Seller or any Affiliate of Seller in order to permit 
Seller or any of its Affiliates to prepare any Tax return or other 
filing or report to be made after the Closing Date;

        (b)  [intentionally deleted];

        (c)  any assets of any employee benefit plan and any rights
under any plan or agreement relating to employee benefits, 
employment or compensation of Seller;

        (d)  any rights of Seller or the Business which are
contingent on the satisfaction of Liabilities that are Retained 
Liabilities;

        (e)  all Claims which Seller or any of its Affiliates may
have on or after the date hereof, against any Governmental 
Authority for refund or credit of any type with respect to income 
Taxes, deferred income Taxes and any other assets to the extent 
arising out of or relating to income Taxes;


        (f)  all Claims which Seller or any of its Affiliates may 
have against any person with respect to any Retained Liabilities 
or Excluded Assets;

        (g)  cash and cash equivalents (including marketable securities
and short-term investments) of Seller (other than cash located at the 
Premises and other than escrowed funds and security deposits);

        (h)  insurance policies and any prepaid premiums thereon and
the cash surrender value thereof;

        (i)  any assets sold or otherwise disposed of not in
violation of any provisions of this Agreement during the period 
from the date hereof until the Closing;

        (j)  any rights of Seller under this Agreement and any
agreement relating hereto between Seller and either Buyer or 
Retail Sub entered into on or after the date hereof;

        (k)  any Claims, recoveries and proceeds under any insurance
policies, to the extent relating to the Excluded Assets or the 
Retained Liabilities;

        (l)  the assets identified on Schedule 2.2(l) hereto;

        (m)  any Claims against any funds or financial assurance programs
administered by any Governmental Authority for the remediation of 
leaking underground storage tanks (other than with respect to any 
Identified Contamination Site or Unknown Site);


        (n)  all assets which are used primarily in Seller's 
refining, wholesale marketing or other businesses (other than the 
Business), including Seller's refineries, pipeline systems, 
tankage and delivery facilities for crude oil and refined 
products, terminals and shipping facilities for crude oil and 
refined products; and

        (o)  except as identified on Page 2 of Schedule 3.9(b) as being
located at the Corporate Offices, all furniture, fixtures, equipment, 
office materials and supplies, vehicles and other assets located at 
Seller's Corporate Offices or exclusively used by or relating to 
Seller's Corporate Offices or employees employed at Seller's Corporate 
Offices.	

        Section II.3  Assumption of Liabilities.  (a) On and after the Closing
Date, Retail Sub will assume and discharge all Liabilities (i) included in the
calculation of the Final Closing Working Capital, (ii) arising out of or \
relating to the Assets or the conduct of the Business on or after the Closing
Date (including Liabilities relating to the Remediated Sites to the extent
arising out of any violation or alleged violation of or non-compliance or
alleged non-compliance with any Environmental Law or Environmental Permit after
the Closing Date or any release into the environment on or after the Closing
Date of any Materials of Environmental Concern), (iii) subject to the terms and
conditions of Article IX, arising out of Environmental Claims or otherwise
arising under or relating to Environmental Laws and arising out of or relating
to the Assets or the conduct of the Business prior to the Closing Date, in
each case to the extent relating to the Identified Contamination Sites and the
Unknown Sites (excluding any Environmental Claims relating to any Hazardous
Waste Site where Materials of Environmental Concern have been transported for
storage, treatment or disposal prior to the Closing Date), or (iv) specified
in Section 6.9 (collectively, the "Assumed Liabilities").


        (b) Except for the Assumed Liabilities specifically assumed by 
Retail Sub hereunder, the parties hereto agree that Retail Sub is not assuming 
any Liability of Seller or of any Affiliate of Seller (or to which any asset 
of Seller is subject) and Retail Sub hereby disclaims any Liabilities of 
Seller or of any Affiliate of Seller not so specifically assumed, including 
the Retained Liabilities.  The parties intend that, except as expressly 
provided herein, Retail Sub is not, nor is it to be deemed, a successor of 
Seller or of any Affiliate of Seller with respect to any of Seller's or of any 
such Affiliate's Liabilities to third persons arising or accruing before, on 
or after the Closing Date.  Without limiting the generality of the first 
sentence of this Section 2.3(b), the term "Retained Liability" includes:

        (i)  	any of Seller's obligations hereunder;

        (ii)    any Liability to or with respect to Seller's employee
benefit plans except as set forth in Section 6.16;

        (iii)  	any Liability of Seller arising from indebtedness for
borrowed money of Seller (including capital leases but excluding 
equipment leases which are not capital leases and excluding Leases which 
are capital leases);

        (iv)  	any Liability of Seller for current or deferred income
Taxes owed to any taxing authority (including for the unpaid income 
Taxes of any other person, whether under Treasury Regulation 1.1502-6 
(or any similar provision of state, local or foreign Law), as a 
transferee or successor, by contract or otherwise) arising out of the 
Business for periods or portions thereof ending on or prior to the 
Closing Date;

        (v)  	[Intentionally deleted];

        (vi)    other than as set forth in Section 6.16, any 
intercompany Liabilities of the Business to the Seller (other than 
payables with respect to the hydrocarbon inventory of the Business, 
which payables shall have the price and payment terms set forth on 
Schedule 2.3(b)(vi) and shall be paid by Retail Sub after the Closing in 
accordance with such terms;

        (vii)  	any Liability of Seller for any bonuses payable to
employees which are contingent on the sale of the Business;

        (viii)  any obligation of Seller to indemnify any person by
reason of the fact that such person was a director, officer, employee or 
agent of Seller or was serving at the request of Seller as a partner, 
manager, trustee, director, officer, employee or agent of another entity 
prior to the Closing Date (whether such indemnification is for 
judgments, damages, penalties, fines, costs, amounts paid in settlement, 
losses, expenses or otherwise and whether such indemnification is 
pursuant to any statute, charter document, bylaw, contractual obligation 
or otherwise); and

	(ix)  	except to the extent set forth in Section 6.16, any
product liability claim arising from any product sold by Seller prior to 
the Closing Date or the provision of any service by Seller prior to the 
Closing Date; 

	(x)  	except to the extent set forth in Section 6.16, any
Liability of Seller arising out of or as a consequence of: (a) injury or 
death of any individual prior to the Closing, (b) damage to the property 
of any third person prior to the Closing or (c) any worker's 
compensation claims due to events occurring prior to the Closing; and

        (xi)   any Liability arising out of any contract which is not
an Assumed Contract or out of a breach prior to the Closing by Seller of 
any provision of any Assumed Contract.

        Section II.4  Retained Liabilities.  Seller shall retain, and
shall continue to be responsible after the Closing Date for, all Retained
Liabilities.


        Section II.5  Recapitalization.  (a) Prior to the Closing Date,
Clark USA shall (i) cause to be formed a new Delaware corporation
("Superholdco"), (ii) cause Superholdco to hold all of the outstanding common
stock, par value $.01 per share, of Clark USA, (iii) cause Retail Sub to
distribute or otherwise transfer to Clark USA the capital stock of all
subsidiaries of Retail Sub and transfer to Seller, and Seller
shall assume, all assets and Liabilities of Retail Sub existing prior to the 
consummation of the transactions contemplated by Section 2.5(b) and (iv) 
contribute the capital stock of Retail Sub to Seller.
        (b)     On the Closing Date, upon the terms and subject to the 
satisfaction of the conditions set forth herein, 

        (i)     Seller shall, and Clark USA shall cause Retail Sub to,
consummate the transactions contemplated by Sections 2.1 and 2.3; 

        (ii)    immediately thereafter, Retail Sub shall distribute as a
dividend to Seller a note (the "Note") in the amount (the "Note Amount") 
equal to the Initial Note Amount plus the Estimated Working Capital 
Adjustment Amount (as defined below), which Note shall be due and 
payable in immediately available funds on the Closing Date immediately 
following the consummation of the transactions contemplated by clause 
(v) of this Section 2.5(b); 

        (iii)   immediately thereafter, Clark USA shall cause Newco to be
capitalized with cash equity equal to the Stub Equity Amount; 


        (iv)    immediately thereafter, Seller shall sell (A) to Newco, and 
Newco shall purchase,  6% of the outstanding common stock of Retail Sub 
for cash equal to the Stub Equity Amount and (B) to Buyer, and Buyer 
shall purchase or cause to be purchased, 94% of the outstanding common 
stock of Retail Sub for cash equal to the Total Equity Amount minus the 
Stub Equity Amount, and Newco, Buyer and Retail Sub shall enter into the 
Stockholder Agreement in the form of Exhibit E;

        (v)     immediately thereafter, the parties hereto shall cooperate
to effect the receipt by Retail Sub of the financing contemplated by the 
Debt Financing Letter; and

        (vi)    immediately thereafter, subject to Sections 2.5(c), (d) and
(e), Retail Sub shall pay to Seller the Note Amount in cash in full 
satisfaction of the Note.
All cash transfers contemplated by Section 2.5(b) shall be made in immediately 
available funds to an account or accounts specified by the receiving party not 
later than the second Business Day prior to the Closing Date.
        (c)     Not later than five Business Days prior to the Closing Date, 
Seller shall deliver to Buyer a calculation of its good faith estimate of the 
Working Capital as of the close of business of a reasonably recent date (which 
shall not be more than 10 Business Days prior to the Closing Date).  Such 
estimate shall be derived from Seller's books and records and the calculation 
thereof shall be in reasonable detail.  Buyer shall have the right to review 
the computation and work papers and the underlying books and records used in 
such calculation.  Such estimated Working Capital, with such changes, if any, 
as are agreed between Buyer and Seller not later than the Business Day prior 
to the Closing Date, shall be referred to as the "Estimated Working Capital." 
As used herein, "Estimated Working Capital Adjustment Amount" shall mean a 
positive or negative amount equal to the Estimated Working Capital minus 
negative $28,900,000 (such number, "Target Working Capital").

        (d)     If Retail Stores accounting for more than $300,000 of EBITDA 
(as defined below) are not transferred to Retail Sub at the Closing due to the 
failure to obtain the consent of the lessor of the Lease underlying such 
Retail Store for the assignment, sublease or other transfer of such Lease to 
Retail Sub (each such store not transferred irrespective of the $300,000 
threshold, a "Non-transferred Leased Store"), then, upon Buyer's election, 
Retail Sub shall withhold from the Initial Note Amount an amount equal to the 
product of (A) 6.1 and (B) the total EBITDA for the Non-transferred Leased 
Stores in excess of $300,000.  The "EBITDA" for any Retail Store shall mean 
the earnings before interest, taxes, depreciation and amortization for such 
Retail Store for the fiscal year ended December 31, 1998 calculated in a 
manner consistent with the calculation of "Store Contribution" as used in 
Seller's internal financial statements.  To the extent consistent with 
applicable law and the applicable Lease, Buyer may elect, so long as Buyer 
agrees to indemnify Seller for any Liabilities arising from such election, to 
not withhold the applicable portion, if any, of the Initial Note Amount and 
(i) cause Retail Sub to take possession of the applicable Non-transferred 
Leased Store or (ii) cause Retail Sub to enter into a management agreement 
with Seller whereby Retail Sub shall manage the applicable Non-transferred 
Leased Store for a fee equal to all of the cash flow thereof after rental 
payments (provided that such fee shall not result in any losses to Seller with 
respect to such Non-transferred Leased Store).  With respect to any Non-
transferred Leased Store not subject to an election pursuant to the 
immediately preceding sentence, if requested by Seller, Retail Sub shall grant 
Seller a franchise to operate such store as a Clark branded store for the 
remainder of the applicable lease term, which franchise shall provide for the 
payment of a nominal franchise fee and otherwise contain customary terms and 
conditions.  In order to facilitate the obtaining of any consent required from 
a lessor, (i) Buyer and Retail Sub agree to make any amendments requested by 
such lessor which would not be unreasonably burdensome and also agrees to 
accept any rent increases or other economic changes requested by such lessor 
if Seller agrees to make Retail Sub whole for such changes and (ii) Seller 
shall agree to remain a party to the applicable Lease provided that Retail Sub 
indemnifies Seller for all Liability under such Lease.  If the consent of the 
relevant lessor is obtained or the Non-transferred Leased Store is otherwise 
transferred to Retail Sub within 12 months of the Closing Date, Retail Sub 
shall immediately release to Seller the portion of the Initial Note Amount 
which had been withheld with respect to such Non-transferred Leased Store. 

        (e)     (i) If after the date of this Agreement and prior to the
Closing, any Retail Store is damaged, destroyed or lost by fire or other 
casualty or is taken by condemnation or eminent domain proceedings and, as a 
result thereof, Retail Sub is prevented from operating such Retail Store in 
substantially the same manner as such Retail Store is operated by Seller on 
the date hereof, the Initial Note Amount shall be reduced by the replacement 
value for such Retail Store net of the proceeds of related Claims against 
insurers or Governmental Authorities included in the Assets (other than assets 
included in Working Capital) received prior to the Closing.  If any such 
proceeds are received by Retail Sub after the Closing, Retail Sub shall 
promptly remit such proceeds to Seller.
        (ii)    If any Lease is a capitalized lease under GAAP, the Initial 
Note Amount shall be reduced by the amount of indebtedness under such Lease as 
of the Closing Date.

        Section II.6  Additional Closing Deliveries.  At the Closing:
(a)  Seller shall deliver:
	(i)  	a duly executed counterpart of the Bill of Sale;

        (ii)  	a duly executed counterpart of the Assignment and
Assumption Agreement;
        
	(iii)  	subject to Section 2.5(d), the Assignments of Lease 
with respect to the Leases of the Leased Real Property and the Subleases 
and the Deeds with respect to the Owned Real Property, in each case in 
recordable form; 

        (iv)  	such other documents to facilitate the transfer of the
Premises and Retail Sub's obtaining the Title Insurance Policies as 
Buyer may reasonably request;

        (v)  	all other instruments of conveyance and transfer
(including bills of sale or certificates of title with respect to the 
owned Motor Vehicles) sufficient to convey the Assets to Retail Sub; 

        (vi)  certificates of the Secretary of State or comparable
official of Delaware, Illinois, Indiana, Michigan, Missouri, Ohio and 
Wisconsin that contain the attestation of such officials to the good 
standing of Seller in each such jurisdiction; and

        (vii)  an affidavit under Code 1445, dated as of the Closing
Date, to the effect that Seller is not a foreign person;  and

        (viii)  all other documents, instruments and writings required
to be delivered by Seller or Newco at or prior to the Closing Date 
pursuant to this Agreement.

(b)  Retail Sub shall deliver:
	(i)  	a duly executed counterpart of the Bill of Sale;

        (ii)  	a duly executed counterpart of the Assignment and
Assumption Agreement and the Assignments of Lease; and

        (iii)  	all other documents, instruments and writings required
to be delivered by Retail Sub at or prior to the Closing Date pursuant 
to this Agreement.

(c)	Buyer shall deliver all documents, instruments and writings
required to be delivered by Buyer at or prior to the Closing Date pursuant to 
this Agreement.


        Section II.7  Time and Place of the Closing.  The closing of the
transactions contemplated by this Agreement (the "Closing") shall take place
at the offices of Lewis Rice & Fingersh, L.C., 500 North Broadway, Suite 2000,
St. Louis, Missouri 63102 at 10:00 a.m., St. Louis time, within three Business
Days following the satisfaction or waiver of the conditions contained in this
Agreement, or at such other place, date or time as the parties may mutually
agree in writing, but not later than August 31, 1999.  On the Closing Date,
Seller is to surrender possession of all the Assets and the Leased Real
Property to Retail Sub.

        Section II.8  Purchase Price Adjustment.  (a)  As soon as practicable,
but in no event later than the later of 60 days following the Closing Date and
25 Business Days after the information contemplated by clause (ii) of
Section 2.8(b) has been provided, Seller shall prepare a balance sheet of the
Business as of the close of business on the day immediately preceding the
Closing Date (the "Closing Balance Sheet") and a calculation of Working
Capital based on the Closing Balance Sheet ("Closing Working Capital").  The
Closing Balance Sheet shall be prepared in accordance with GAAP and using the
same accounting principles, procedures, policies and methods that were employed
in preparing the Financial Statements; provided that (w) Working Capital
shall be calculated without regard to any LIFO reserve, (x) the assets and
liabilities relating to Lighthouse, Retail Sub and the Branded Jobber
operations not included in the Financial Statements shall be disregarded,
(y) actual prepaid or accrued motor fuel and excise taxes shall be based on
the actual asset or  Liability on the date immediately preceding the Closing
Date and (z) hydrocarbon inventory shall be calculated in accordance with
Schedule 2.8(a) and Section 2.8(f).  For the avoidance of doubt, the parties
acknowledge that the Working Capital Schedule included in Schedule 3.5(b) may
include items that constitute Excluded Assets or Retained Liabilities that
therefore will not be included in the calculation of Closing Working Capital.
For purposes of the calculation of Closing Working Capital, the actions to be
taken pursuant to Section 6.14 hereof shall be deemed to have been taken on the
date immediately prior to the Closing Date.

        (b)     During the preparation of the Closing Balance Sheet and the
calculation of Closing Working Capital (the "Closing Financial Data"), and the 
period of any dispute within the contemplation of this Section 2.8 and for the 
sole purpose of verifying Working Capital, Buyer shall (i) provide Seller and 
Seller's authorized representatives with full access to the books, records, 
facilities and employees of the Business, (ii) provide Seller, within 15 
Business Days after the Closing Date (or as promptly as practicable thereafter 
but in no event later than 25 Business Days thereafter), with normal month-end 
closing financial information for the period ending on the close of business 
on the day immediately preceding the Closing Date and (iii) cooperate fully 
with Seller and Seller's authorized representatives, including by providing on 
a timely basis all information necessary or useful in preparing the Closing 
Financial Data.


        (c)     Seller shall deliver a copy of the Closing Financial Data to 
Buyer promptly after it has been prepared.  After receipt of the Closing 
Financial Data, Buyer shall have 30 days to review the Closing Financial Data, 
together with the workpapers used in the preparation thereof. Buyer and its 
authorized representatives shall have full access to all relevant books and 
records and employees of Seller to the extent required to complete their 
review of the Closing Financial Data.  Buyer may dispute items reflected in 
the calculation of Closing Working Capital only on the basis that such amounts 
were not arrived at in accordance with GAAP or this Agreement.  Unless Buyer 
delivers written notice to Seller on or prior to the 30th day after Buyer's 
receipt of the Closing Financial Data specifying in reasonable detail the 
amount, nature and basis of each disputed item, Buyer shall be deemed to have 
accepted and agreed to the calculation of Closing Working Capital.  If Buyer 
so notifies Seller of its objection to the calculation of Closing Working 
Capital, Buyer and Seller shall, within 30 days (or such longer period as the 
parties may agree) following such notice (the "Resolution Period"), attempt to 
resolve their differences and any resolution by them as to any disputed 
amounts shall be final, binding and conclusive.  No item forming the basis of 
any adjustments to the Initial Note Amount pursuant to this Section 2.8 shall 
serve as a basis for any claim or the failure of any condition under this 
Agreement except as expressly provided in this Section 2.8.


        (d)     If, at the conclusion of the Resolution Period, there are 
any amounts remaining in dispute, then all amounts remaining in dispute shall 
be submitted to a firm of nationally recognized independent public accountants 
(the "Neutral Auditors") selected by Seller and Buyer within 10 days after the 
expiration of the Resolution Period.  If Seller and Buyer are unable to agree 
on the Neutral Auditors, then each of Seller and Buyer shall have the right to 
request the American Arbitration Association to appoint the Neutral Auditors. 
 Each party agrees to execute, if requested by the Neutral Auditors, a 
reasonable engagement letter.  All fees and expenses relating to the work, if 
any, to be performed by the Neutral Auditors shall be borne pro rata as 
between Seller on the one hand and Buyer on the other, in proportion to the 
allocation of the dollar amount of the amounts remaining in dispute between 
Seller and Buyer made by the Neutral Auditors such that the prevailing party 
pays the lesser proportion of the fees and expenses.  The Neutral Auditors 
shall act as an arbitrator to determine, based solely on the provisions of 
this Section 2.8 and the presentations by Seller and Buyer, and not by 
independent review, only those issues still in dispute and only as to whether 
such amounts were arrived at in accordance with GAAP or this Agreement.  The 
Neutral Auditors' determination shall be made within 30 days of their 
selection, shall be set forth in a written statement delivered to Seller and 
Buyer and shall be final, binding and conclusive.  The term "Final Closing 
Working Capital" shall mean the definitive Closing Working Capital agreed to 
(or deemed to be agreed to) by Buyer and Seller in accordance with Section 
2.8(c) hereof or the definitive Closing Financial Data resulting from the 
determinations made by the Neutral Auditors in accordance with this Section 
2.8(d) (in addition to those items theretofore agreed to by Seller and Buyer).

        (e)     If the Final Closing Working Capital exceeds the Estimated
Working Capital, Retail Sub shall pay Seller the amount of such excess.  If 
Estimated Working Capital exceeds the Final Closing Working Capital, Seller 
shall pay Retail Sub the amount of such excess. Any payment required by this 
Section 2.8(e) shall bear interest from the Closing Date through the date of 
payment at the Prime Rate and shall be paid by wire transfer of immediately 
available funds to the account or accounts specified by the party who is owed 
such payment within five Business Days after the Final Closing Working Capital 
is determined pursuant to Sections 2.8(c) and (d).

        (f)     The inventory included in Working Capital will be determined
pursuant to the procedures set forth on Schedule 2.8(a) based on a physical 
count of the inventory conducted by Seller.  Buyer may at its expense observe 
or have its representatives observe and monitor the inventory count.


        Section II.9  Allocation.  Seller and Buyer shall use reasonable and
good faith efforts to allocate the consideration paid for the Assets among the
Assets for all purposes (including tax purposes) in accordance with an
allocation schedule to be agreed upon by the parties hereto (the "Allocation
Schedule") at or prior to the Closing Date.  Seller and Retail Sub will each
file all tax returns, including IRS Form 8594, in a manner consistent with
the Allocation Schedule.  Neither Seller nor Retail Sub shall, after filing
IRS Form 8594, revoke or amend IRS Form 8594 without the written consent of
the other.  Notwithstanding the preceding, if, in spite of good faith
negotiations, Buyer and Seller are unable to agree to an Allocation Schedule
on or before the Closing Date, the Closing will not be affected thereby.
Rather, Retail Sub and Seller will be free to allocate the consideration paid
for the Assets as such party determines in its sole discretion, and any such
allocation will not be binding on the other parties.

                                ARTICLE III
                REPRESENTATIONS AND WARRANTIES OF SELLER

        Seller represents and warrants to Buyer as of the date hereof as
follows:
        Section III.1  Organization and Qualification.  
(a) Each of Clark USA, Seller and Retail Sub is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware. 
Each of Seller and Retail Sub has the requisite corporate power and authority
to own, lease and operate Seller's properties (including the Assets) and to
carry on Seller's business (including the Business) as they are now being 
conducted.  Seller is, and Retail Sub will be at Closing, duly qualified or 
licensed to do business as a foreign corporation and is in good standing in the
States of Illinois, Indiana, Michigan, Missouri, Ohio and Wisconsin.

        (b)     At the Closing, Retail Sub shall not have any Liabilities
(other than those directly related to the consummation of the transactions 
contemplated hereby).


        (c)     As of the Closing, the authorized capital stock of Retail 
Sub will consist of 10,000 shares of common stock, of which 10,000 shares 
shall be issued and outstanding.  Other than this Agreement, there are no 
subscriptions, options, warrants, calls, rights, contracts, commitments, 
understandings, restrictions or arrangements relating to the issuance, sale, 
transfer or voting of any capital stock of Retail Sub, including any rights of 
conversion or exchange under any outstanding securities or other instruments, 
other than restrictions imposed by Federal and state securities laws. Upon the 
consummation of the transactions contemplated hereby, Buyer will acquire title 
to 94% of then outstanding shares of common stock of Retail Sub free and clear 
of all Liens, other than the restrictions imposed by Federal and state 
securities laws and the Stockholders Agreement and Liens arising as a result 
of any action taken by Buyer or any of its Affiliates.

        Section III.2  Authority.  Each of Clark USA, Seller and Retail Sub has
the requisite corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.  The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of Clark USA, Seller and Retail Sub.
This Agreement has been duly executed and delivered by Clark USA, Seller and
Retail Sub and, assuming the due execution and delivery hereof by Buyer, is a
valid and binding obligation of Clark USA, Seller and Retail Sub, enforceable
against Seller and Retail Sub in accordance with its terms, subject as to
enforcement to (i) bankruptcy, insolvency, reorganization, moratorium and other
similar laws now or hereafter in effect relating to or affecting creditors'
rights generally, and (ii) general principles of equity, regardless of whether
enforcement is considered in a proceeding in equity or at law.

        Section III.3  Equity Investments.  The Assets do not include any
capital stock of any corporation or any direct or indirect equity or
ownership interest of any kind in any person.


        Section III.4  Consents and Approvals; No Violation.  Except as set
forth in Schedule 3.4 (the "Required Consents"), neither the execution and
delivery by Clark USA, Seller nor Retail Sub of this Agreement nor the
consummation by Clark USA, Seller or Retail Sub of the transactions
contemplated hereby will (i) conflict with or result in a breach of any
provision of the charter or bylaws of Clark USA, Seller or Retail Sub, (ii)
require any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Authority, except (A) pursuant to the HSR
Act, and (B) which, if not obtained or made, would not prevent or delay in
any material respect the consummation of the transactions contemplated by this
Agreement or otherwise prevent Clark USA, Seller or Retail Sub from performing
its obligations under this Agreement in any material respect or have,
individually or in the aggregate, a Material Adverse Effect, (iii) require
the consent or approval of any person (other than a Governmental Authority) or
violate or conflict with, or result in a breach of any provision of,
constitute a default (or an event which with notice or lapse of time or both
would become a default) or give to any third party any right of termination,
cancellation, amendment or acceleration under, or result in the creation of a
Lien on any of the Assets under, any of the terms, conditions or provisions of
any contract or license to which Clark USA, Seller or Retail Sub is a party or
by which the Assets are bound, or (iv) violate or conflict with any order,
writ, injunction, decree, statute, rule or regulation applicable to Clark USA,
Seller or Retail Sub or the Business, except in the case of clause (iii) or
(iv) any consents and approvals the failure of which to obtain and any
violations, conflicts, breaches and defaults which, individually or in the
aggregate, would not materially impair the conduct of the Business or result
in material Liabilities.


        Section III.5  Financial Statements.  (a)  Schedule 3.5(a) contains
the audited statements of net assets of the Business as of December 31, 1997
and 1998 and the related audited statements of operations and cash flows for
each of the years ended December 31, 1998 and 1997 (the "Financial Statements").
The Financial Statements have been prepared in accordance with GAAP except as
set forth therein, consistently applied, from the books and records of Seller,
present fairly in all material respects the financial position and results of 
operations of the Business as of the dates and for the periods indicated.  The 
transfer pricing for gasoline inventory used in the Financial Statements is 
Opis-low.  The amount of collection allowances reflected in the Financial 
Statements for the year ended December 31, 1998 was $4,106,778.

        (b)  The monthly Working Capital Schedule attached as Schedule
3.5(b) has been prepared in good faith and in a manner consistent with the 
Financial Statements except as set forth on such Working Capital Schedule, 
subject to normal year-end adjustments.  Notwithstanding any other provision 
of this Agreement and not subject to any dollar or time limitation contained 
in Article IX, Buyer and Retail Sub hereby acknowledge and agree that the only 
remedy for a breach of the representation and warranty set forth in the 
immediately preceding sentence shall be a recomputation of the Target Working 
Capital with appropriate pro forma adjustments to Schedule 3.5(b) to correct 
any such breaches (including any breaches discovered by Seller), that a claim 
for such remedy may be made no later than April 30, 1999, and that any pursuit 
of such remedy by Buyer or Retail Sub after the Closing may result in a 
payment to or from Retail Sub.

        (c)  The summary income statement data for the three months ended
March 31, 1999 attached as Schedule 3.5(c) have been prepared in a manner 
consistent with the Financial Statements, subject to normal year-end 
adjustments, and presents fairly in all material respects the results of 
operations of the Retail Stores.


        (d)   Jobber supply volume for the year ended December 31, 1998 
was 118 million gallons.  Assuming a supply agreement comparable to the Supply 
Agreement had been in effect and pro forma volumes of 200 million gallons, 
$1.8 million represents Seller's good-faith estimate of the pro forma  
operating contribution of Seller's branded jobber program for the year ended 
December 31, 1998.
                                   
        Section III.6  Undisclosed Liabilities.  Except (i) as specifically
disclosed herein or in the Schedules hereto, (ii) as reflected, reserved
against or otherwise disclosed in the Financial Statements or (iii) for
Liabilities incurred in the Ordinary Course of Business since December 31,
1998, the Business does not have any Liabilities that would be required to
be reflected on a balance sheet for the Business prepared in accordance with
GAAP.

        Section III.7  Absence of Certain Changes or Events.  Except as set
forth in Schedule 3.7 hereto, since December 31, 1998, the Business has been
conducted in the ordinary course consistent with past practice and there has
not been:
        (a)  any event, occurrence or state of circumstances or 
facts which has resulted in a Material Adverse Effect;

        (b)  except for sales of inventory in the Ordinary Course of
Business, any sale, lease, transfer, license or other disposal of 
any material assets of Seller used primarily in, or necessary to 
the operation of, the Business other than obsolete, worn-out or 
surplus equipment or property;

        (c)  except in the Ordinary Course of Business any increase
in, or commitment or plan adopted to increase, the wages, 
salaries, compensation, pension or other benefits or payments to 
employees of the Business;

        (d)  any material change in any method of accounting or
accounting policy or practice used by Seller which is applicable 
to the Business; 

        (e)  except in the Ordinary Course of Business, any
compromise, settlement or waiver of any material Action, 
Liabilities, Claims or rights relating to the Business; or 

        (f)  any agreement or arrangement (not already consummated,
terminated or expired) granting any rights to purchase or lease 
any of the Assets other than in the Ordinary Course of Business or 
requiring the consent of any party to the transfer, assignment or 
lease of any of the Assets.

        Section III.8  Condition of Assets; Assets Necessary for Business.  
Except as would not have a Material Adverse Effect, all tangible Assets are in 
good operating condition and state of repair (ordinary wear and tear excepted) 
and are suitable for the purposes for which they are currently used by Seller. 

The Assets constitute all of the rights, assets and properties of Seller and
its Affiliates used in or necessary for the operation of the Business as 
currently conducted, other than the Excluded Assets.  There are no outstanding 
options or similar rights to purchase any of the Premises or any of the other 
material Assets.

        Section III.9  Personal Property
        (a)  Except as set forth in Schedule 3.9(a) and except for 
personal property of which Seller is a lessee, all the personal property 
included in the Assets is owned by Seller free and clear of all Liens other 
than Permitted Liens and Liens that will be released at or prior to the 
Closing.  Immediately after the Closing, Buyer will have good and valid title 
to all the personal property included in the Assets, other than leased 
personal property, free and clear of any Lien other than Permitted Liens and 
Liens created by, or arising as a result of the ownership of the Assets by, 
Buyer.


        (b)  Except as set forth in Schedule 3.9(b) and except for goods 
in transit and assets disposed of after the date hereof and prior to the 
Closing in accordance with the terms of this Agreement, all of the fixtures, 
plants, buildings, improvements, machinery, equipment, inventory, vehicles, 
construction in progress and other tangible personal property included in the 
Assets are located on the Premises.

        (c)  The completion of sale or other disposition of the inventory
included in the Assets by Seller in the Ordinary Course of Business would not 
require the consent of any person under, and will not constitute a breach or 
default under, any contract to which Seller is a party. 

        Section III.10  Real Property

        (a)  All Leases and other agreements that are included in the 
Assets pursuant to which Seller leases or otherwise occupies real property as 
a tenant, are set forth in Schedule 2.1(a)-1 and all Subleases and other 
agreements that are included in the Assets pursuant to which Seller subleases 
any real property as lessor or sublessor are set forth on Schedule 2.1(a)-2.  
True copies of the Leases and Subleases have previously been delivered to 
Buyer or will be delivered to Buyer within 2 Business Days after the date 
hereof.  With respect to each Lease and Sublease, except as set forth in 
Schedule 3.10(a), (i) each Lease and Sublease may be assigned by Seller to 
Buyer, (ii) each Lease and Sublease is in full force and effect and 
constitutes a valid and binding obligation of Seller and, to Seller's 
Knowledge, the other parties thereto, (iii) Seller has not received any notice 
from the other party to any Lease or Sublease of the termination thereof, (iv) 
there is no material default or event which, with notice or lapse of time or 
both, would constitute a material default on the part of Seller (or, to 
Seller's Knowledge, on the part of any other party thereto) and (v) subject to 
the receipt of applicable Required Consents, Seller has, and immediately after 
the Closing Retail Sub will have, good title to the leasehold estates in each 
parcel of Leased Real Property that is the subject of each such Lease, free 
and clear of any Lien, except for Permitted Liens and Liens created by, or 
arising as a result of the ownership of the Assets by, Retail Sub.

        (b)  Schedule 2.1(a)-3 contains an accurate and complete list of
all real property owned by Seller and used primarily in, or necessary to the 
operation of, the Business as currently conducted (other than the Excluded 
Assets).  Legal descriptions of the Real Properties, to the extent available, 
will be delivered to Buyer within ten Business Days after the date hereof.  
Seller has, and immediately after the Closing Retail Sub will have, good, fee 
simple title to all Owned Real Property free and clear of any Liens, except 
for Permitted Liens.

        (c)  As of the date hereof, except as set forth on Schedule
3.10(c), there is no pending or, to Seller's Knowledge, threatened 
condemnation, expropriation, eminent domain or similar proceeding affecting 
all or any part of the Premises, and Seller has not received any written 
notice of any of the same.


        (d)  Except as would not materially impair the operation of any 
Retail Store, (i) all Premises and all buildings, structures, fixtures and 
improvements thereon conform, including usage by Seller, with all applicable 
contractual requirements and building, zoning, subdivision, land use, fire and 
other Laws pertaining to or affecting real property,  (ii) there are no 
persons in possession of any of the Real Property other than Seller and other 
than tenants under the Subleases, (iii) no building or other improvement which 
is part of any of the Real Property encroaches, in any respect, upon any 
property owned by any adjacent landowner or upon any real property interest 
held by any other person with respect to any of the Real Property (including 
easements on the Real Property) or upon any setback lines or similar 
restrictions and no asset of any other person encroaches upon the Real 
Property, (iv) all water, sewer, gas, electricity, telephone and other 
utilities serving the Real Property are supplied directly to the Real Property 
by facilities of public utilities and are adequate for the conduct of the 
Business and (v) each parcel of Real Property abuts on and has direct 
vehicular access to a public road, or has limited access to a public road via 
a permanent irrevocable, appurtenant easement benefitting such parcel, and 
access to such Real Property is provided by paved public rights-of-way with 
adequate curb cuts available.

        Section III.11  Litigation.  Except as set forth in Schedule 3.11,
there is no claim, suit, arbitration, action or proceeding pending or, to
Seller's knowledge, threatened, against or affecting Seller or the Business
which, individually or in the aggregate, would reasonably be expected to have
a Material Adverse Effect, nor is there any judgment, decree, order, injunction,
writ or ruling of any Governmental Authority or any arbitrator outstanding
against Seller which, individually or in the aggregate, has had or which would
reasonably be expected to result in a material Assumed Liability.

        Section III.12  Intellectual Property.  Schedule 2.1(d) sets forth a
true, correct and complete list of all registered copyrights, patents,
trademarks, trade names and logos (or applications therefor) owned or licensed
by Seller and used primarily in, or necessary to the operation of, the Business
as currently conducted.  Except as set forth on Schedule 3.12, Seller possesses
adequate rights, licenses or other authority to use all copyrights, patents,
trademarks and trade names, necessary to conduct the Business as currently
conducted.  Except as set forth in Schedule 3.12, Seller has not received any
notice with respect to any alleged infringement or unlawful or improper use of
any copyright, patent, trademark, trade name, or other intangible property
right owned or alleged to be owned by others and used in connection with
the Business.


        Section III.13  Licenses.  Except as set forth in Schedule 3.13, Seller
possesses or has been granted all licenses, permits, franchises and other
authorizations of any Governmental Authority (collectively, "Licenses") that
are material to the operation of the Business as currently conducted.  Except
as set forth in Schedule 3.13 and except as would not, individually or in the
aggregate, result in a material Assumed Liability, all such Licenses are in
full force and effect and no proceeding is pending or, to Seller's Knowledge,
threatened seeking the revocation or limitation of any such License.

        Section III.14  Labor Matters.  Except as set forth in Schedule 3.14,
(i) there is no labor strike, slowdown, work stoppage, lockout or other
material labor dispute pending or, to Seller's Knowledge, threatened against
or affecting the Business and, during the past five years, there has not been
any such action; (ii) Seller is not a party to or bound by any collective
bargaining or guild agreement or work rules or practices agreed to with any
labor organization or employee association applicable to employees of the
Business; (iii) none of the employees of the Business is represented by any
guild or labor organization and Seller has no knowledge of any current union
organizing activities among the employees of the Business; (iv) as of the date
hereof, there are no unfair labor practice charges or complaints relating to
the Business pending or, to Seller's Knowledge, threatened before the National
Labor Relations Board or any similar state or foreign agency; (v) there is no
material grievance or arbitration proceeding arising out of any collective
bargaining agreement or other grievance procedure relating to the Business'
employees; and (vi) Seller is in material compliance with all applicable
Federal, state and local labor and employment laws and regulations.

        Section III.15  Employee Benefit Plans; ERISA.  

        (a)  Except as set forth in Schedule 3.15 (the plans disclosed on
Schedule 3.15, being the "Seller Plans"), Seller does not sponsor or 
contribute to any material employee benefit plan, severance, change-in-control 
or employment plan, program or agreement, stock option, bonus plan, or 
incentive plan or program.  Schedule 3.15 contains a description of Seller's 
severance policy.  Copies or descriptions of the Seller Plans have been 
delivered to the Buyer.

        (b)  Each Seller Plan has been administered and is in compliance
with the terms of such Seller Plan and all applicable laws, rules and 
regulations where any noncompliance would result in a material Assumed 
Liability.

        Section III.16  Material Contracts.
        (a)  Schedule 3.16 lists as of the date hereof all written contracts,
agreements, commitments and personal property leases which primarily relate
to the Business (other than the Leases and related agreements) and which
meet the criteria specified in the paragraphs below:

        (i)     involve future expenditures or receipts or other
performance with respect to goods or services having a total value 
in excess of $250,000;

        (ii)  	involve a lease, sublease, installment purchase
or similar arrangement for the use of personal property which 
involves a total consideration in excess of $250,000;

        (iii)  	any employment agreement;

        (iv)  	any retention or severance agreement or sale
bonus agreement;

        (v)  	any collective bargaining agreement or union
contract;

        (vi)  	involve a consulting relationship which involve
total consideration in excess of $50,000 during the term of such 
agreement; 
        
	(vii)  	any agreement with or for the benefit of any 
Affiliate of Seller; 

        (viii)  contain commitments of suretyship, guaranty or
indemnification (except for guarantees, warranties and indemnities 
provided by Seller in the Ordinary Course of Business); 

	(ix)  	involve the development of any of the Premises
or provide for improvements thereto; 

	(x)  	contain covenant not to compete or other
limitation on ability of Seller to engage in any line of business;

	(xi)  	Franchise Contracts; or

        (xii)   involve payments to or by Seller in respect of
the Business over the term in excess of $250,000 which may not be 
terminated on 30 days or less notice without penalty.
        (b)  Except as otherwise indicated in Schedule 3.16 and except as 
would not result in a material Liability, with respect to the contracts 
required to be disclosed on Schedule 3.16, (i) Seller is not in default of any 
obligation under any of such contracts, (ii) to Seller's Knowledge, no other 
party to any of such contracts is in default of any obligation thereunder,  
(iii) there does not exist under any provision thereof any event that, with 
the giving of notice or the lapse of time or both, would constitute a default 
thereunder, except for the failure to obtain any necessary consents, and (iv) 
each such contract is a valid and binding obligation of Seller and is in full 
force and effect and, to Seller's Knowledge, each such contract is a valid and 
binding obligation of the other parties thereto. 
        (c)   No party to any Assumed Contract is an Affiliate of Seller.


        Section III.17  Environmental Matters.  (a)  Except as would not,
individually or in the aggregate, have a Material Adverse Effect and except
as set forth in Schedule 3.17:

        (i)  Seller is in compliance with all Environmental Laws
applicable to the Business or the Assets, including Subtitle I of the 
Resource Conservation and Recovery Act and its implementing regulations 
and any analogous state statutes or regulations.  Seller has obtained, 
and is in compliance with, all Environmental Permits and other 
authorizations of Governmental Authorities, including underground 
storage tank registrations, required under Environmental Laws regarding 
the Business or the Assets.  Seller has not received any written 
communication from any Governmental Authority or any other person that 
alleges that the Business is not in compliance with such Environmental 
Laws or is otherwise subject to Liability under Environmental Laws.

        (ii)  There is no litigation or administrative proceeding
under any Environmental Law or any other Environmental Claim pending or, 
to Seller's Knowledge, threatened relating to the Business or the 
Assets.

        (iii)  Materials of Environmental Concern have not been
released or threatened to be released at or from any of the Assets or 
any real property formerly owned or operated by the Seller in connection 
with the Business.

        (iv)  In regard to the Business and the Assets, Seller has
not entered into, and is not subject to, any judgment, order or legally 
binding agreement relating to compliance with, or liability under, 
Environmental Laws or the investigation, monitoring or remediation of 
releases or threatened releases of Materials of Environmental Concern.
        
        (v)  Seller has made available to Buyer all material written 
environmental assessments or reports in the custody or control of Seller 
relating to the Business and the Assets regarding compliance with, or 
liability under, Environmental Laws, including any investigative reports 
regarding the release of Materials of Environmental Concern at or from 
the Assets or any real property formerly owned or operated by the Seller 
in connection with the Business.

        (vi)    Seller has filed or caused to be filed all reports
required under Environmental Laws to be filed with respect to all of the 
Real Property and the facilities thereon and, to the extent required 
under Environmental Laws, has generated and maintained all required 
data, documentation and records under all Environmental Laws with 
respect thereto.

        (vii)   All underground storage tanks at the Seller Retail
Stores are in compliance with 40 CFR CH1 280.21.

        (b)     As of the date hereof, no part of any of the Real Property
has been listed, or to Seller's Knowledge proposed for listing, on the 
National Priorities List of the United States Environmental Protection Agency 
or any similar listing maintained by any state or local regulatory agency of 
sites where Materials of Environmental Concern releases might have occurred.

        Section III.18  Brokers, Finders, etc.  Neither Seller nor any of
its Affiliates have employed any broker or finder or incurred any liability
for any financial advisory fees, brokerage fees, commissions or similar
payments in connection with the transactions contemplated by this Agreement,
other than those payable to Credit Suisse First Boston or to Affiliates of
Seller, all of which will be paid by Seller.


        Section III.19  Transactions with Affiliates.  Except as set forth in
Schedule 3.19, there are no agreements or other transactions relating to the
Business between Seller and any of its Affiliates other than transactions which
are on commercial arm's length terms.

        Section III.20  Compliance with Laws.  The conduct of the Business
complies in all material respects with all material federal, state and local
Laws.

        Section III.21  Insurance.  The material Assets which are of an
insurable character and are used or useful in the Business are insured against
loss or damage by fire or other material risks, and Seller maintains liability
insurance to the extent and in the manner and covering such material risks as
is customary for companies engaged in a business similar to the Business or
owning assets similar to the Assets.  All material insurance policies with
third party insurers relating to the Business are identified on Schedule 3.21.
The coverage under such insurance policies is in full force and effect, and
no notice of cancellation or nonrenewal thereunder has been received by Seller. 


        Section III.22  Year 2000.  Seller has taken reasonable actions to
facilitate the Assets and Business being Year 2000 compliant.  For purposes of
this Section, "Year 2000 compliant" means, with respect to Seller's information
technology, the information technology is designed to be used prior to, during
and after the calendar year 2000 A.D., and the information technology used
during each such time period will accurately receive, provide and process
date/time data (including calculating, comparing and sequencing) from, into and
between the 20th and 21st centuries, including the years 1999 and 2000, and
leap-year calculations and will not malfunction, cease to function or provide
invalid or incorrect results as a result of date/time data, to the extent that
other information technology used in combination with the information
technology being acquired, properly exchanges date/time data with it.  For
purposes of this Section, "information technology" includes computer software,
computer firmware, computer hardware (whether general or specific purpose) and
other similar or related items of automated, computerized or software systems
that are used or relied on by Seller in the conduct of the Business.

        Section III.23  Books of Account.  Seller has and maintains an
internal accounting system sufficient in all material respects to permit
preparation of financial statements in accordance with GAAP.

        Section III.24  Retail Stores.  The Seller Retail Stores, the service
stations and convenience stores operated by the Jobbers and those service
stations and convenience stores (if any) set forth on Schedule 2.2(l)
constitute all service stations and convenience stores operated in the Business.
Seller has not entered into any commitment or agreement for the expansion or
closing of any of the Retail Stores.  All service stations or convenience
stores owned by Seller and not used in the Business are set forth on Schedule
2.2(l).

        Section III.25  Jobbers.  Schedule 1.1(a) sets forth under the heading
"Franchisee Operated":  (i) each party to any Franchise Contracts with Seller
and (ii) the location at which each Jobber operates a service station or
convenience store pursuant to such Franchise Contract.  Seller is in material
compliance with PMPA with respect to each such Jobber, and Seller has not
terminated any other Franchise Contract no longer in effect in violation of
PMPA.  The consummation of the transactions contemplated hereunder will not
result in a violation of PMPA or a termination of any Franchise Contract.
Seller has delivered or made available to Buyer complete and correct copies
of all Franchise Contracts currently in effect.


        Section III.26  Taxes.  There are no 
Liens for Taxes upon the Assets except for statutory Liens for Taxes not yet 
due or taxes being contested in good faith.  With respect to the Business and 
for all tax years for which the statute of limitations has not yet expired, 
Seller has collected, and remitted, or will remit on a timely basis, such 
amounts to the appropriate taxing authority, or has been furnished properly 
completed exemption certificates and has maintained all such records and 
supporting documents in the manner required by all applicable sales, motor 
fuel  and use tax statutes and regulations.  None of the Assets is an asset or 
property that is or will be required to be treated as (i) described  in 
Section 168(f)(8) of the Internal Revenue Code of 1954, as amended and in 
effect immediately before the enactment of the Tax Reform Act of 1986  or (ii) 
tax-exempt use property within the meaning of Section 168(h)(1) of the Code.  
Except as set forth on Schedule 3.26 and except with respect to income taxes, 
no Governmental Authority is conducting an audit of Seller with respect to the 
Business nor has any Governmental Authority asserted any claim in writing for 
the assessment of any additional liability with respect to such taxes other 
than income taxes. Schedule 3.26 sets forth all collection allowances which 
Seller receives with respect to Taxes on the purchase and sale of any 
inventory in the Business.  The transfer of the Assets by Seller to Retail Sub 
followed by the immediate sale of shares of Retail Sub common stock to Newco 
and Buyer pursuant to Section 2.5(b), shall be treated by the parties as a 
transaction that does not qualify for tax treatment under Section 351 of the 
Code, and Seller shall report the transaction as such on its tax returns.  


        Section III.27   No Implied Representations.  Notwithstanding anything
contained in this Article III or any other provision of this Agreement, it is
the explicit intent of each party hereto that Seller is making no
representation or warranty whatsoever, express or implied, beyond those
expressly given in this Agreement, including any implied warranty or
representation as to the value, condition, merchantability or suitability as
to any of the Assets.   In furtherance and not in limitation of the foregoing,
it is expressly understood by each party hereto that any cost estimates,
projections, predictions or other information contained or referred to in the
offering materials or other documents that have been provided or made available
to Buyer are not and shall not be deemed to be representations or warranties
of Seller.

                                ARTICLE IV
                REPRESENTATIONS AND WARRANTIES OF BUYER

        Buyer hereby represents and warrants to Seller as of the date 
        hereof as follows:

        Section IV.1  Organization and Qualification.  Buyer is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware and has the requisite corporate power and authority to own,
lease and operate its properties, and to carry on its business as it is now
being conducted. Buyer is duly qualified or licensed to do business as a
foreign corporation and is in good standing in each jurisdiction in which the
nature of its business or the ownership or leasing of its properties makes such 
qualification or licensing necessary, other than in such jurisdictions where 
the failure to be so qualified or licensed, individually or in the aggregate, 
would not have a material adverse effect on the business, financial condition 
or results of operations of Buyer or on the ability of Buyer to satisfy its 
obligations hereunder (a "Buyer Material Adverse Effect").


        Section IV.2  Authority.  Buyer has the 
requisite corporate power and authority to execute and deliver this Agreement 
and to consummate the transactions contemplated hereby.  The execution and 
delivery of this Agreement and the consummation of the transactions 
contemplated hereby have been duly and validly authorized by all necessary 
corporate action on the part of Buyer.  This Agreement has been duly executed 
and delivered by Buyer and, assuming the due execution and delivery hereof by 
Seller, is a valid and binding obligation of Buyer, enforceable against Buyer 
in accordance with its terms, subject as to enforcement to (i) bankruptcy, 
insolvency, reorganization, moratorium and other similar laws now or hereafter 
in effect relating to or affecting creditors' rights generally, and (ii) 
general principles of equity, regardless of whether enforcement is considered 
in a proceeding in equity or at law.

        Section IV.3  Consents and Approvals; No Violation.
Neither the execution and delivery by Buyer of this Agreement nor the
consummation by Buyer of the transactions contemplated hereby will (i) conflict
with or result in a breach of any provision of the charter or bylaws of Buyer,
(ii) require any consent, approval, authorization or permit of, or filing with
or notification to, any Governmental Authority, except (A) pursuant to the HSR
Act, or (B) which, if not obtained or made, would not prevent or delay in any
material respect the consummation of the transactions contemplated by this
Agreement or otherwise prevent Buyer from performing its obligations under this
Agreement in any material respect or have, individually or in the aggregate, a
Buyer Material Adverse Effect or (iii) violate or conflict with any order,
writ, injunction, decree, statute, rule or regulation applicable to Buyer other
than such violations and conflicts, which, individually or in the aggregate,
would not have a Buyer Material Adverse Effect.


        Section IV.4  Litigation   There is no claim, suit, arbitration, action
or proceeding pending or, to Buyer's knowledge, threatened, against or affecting
Buyer which, individually or in the aggregate, would reasonably be expected to
have a material adverse effect on Buyer's ability to consummate the transactions
contemplated hereby, nor is there any judgment, decree, order, injunction, writ
or ruling of any Governmental Authority or any arbitrator outstanding against
Buyer which, individually or in the aggregate, has had or which would reasonably
be expected to have a material adverse effect on Buyer's ability to consummate 
the transactions contemplated hereby.

        Section IV.5  Brokers, Finders, etc.  Neither Buyer nor any of its
directors, officers or employees have employed any broker or finder or incurred
any liability for any financial advisory fees, brokerage fees, commissions or
similar payments in connection with the transactions contemplated by this
Agreement, except those payable to Celera Strategic Resource Partners, LLC or
Affiliates of Buyer, which will be paid by Retail Sub.

        Section IV.6  Financial Capability.  Buyer has received a legally
binding executed commitment from Apollo Management IV, L.P. for $52 million
in the form previously delivered to Seller (the "Equity Commitment Letter"),
which provides that Seller is a third party beneficiary thereof.  Buyer
has received a legally binding executed commitment from external financing
sources for $190,000,000 in the form previously delivered to Seller (the
"Debt Commitment Letter").

                                        ARTICLE V
                        COVENANTS RELATING TO CONDUCT OF BUSINESS

        Section V.1  Conduct of Business.  From the date hereof through the
Closing Date, except as may be expressly permitted or contemplated by this
Agreement or as otherwise agreed to in writing by Buyer, Seller shall cause
the Business to be conducted in the usual, regular and Ordinary Course of
Business and shall use commercially reasonable efforts to preserve intact the
Business, keep available the services of the Business' employees and preserve
its relationships with customers, suppliers, licensees, licensors, distributors,
agents and others having business dealings with the Business.  From the date
hereof through the Closing Date, Seller shall (i) maintain in all material
respects the Business' inventory (including motor fuel, gasoline convenience
items, supplies, parts and other materials) and keep the Business' books of
account, records and files, in each case in the Ordinary Course of Business,
and (ii) use all reasonable efforts to maintain in full force and effect
property damage, liability and other insurance with respect to the Assets and
the Business providing coverage against such risks and in at least the amounts
as provided by the insurance policies currently maintained by Seller, (iii)
maintain the Assets, taken as a whole,  in the Ordinary Course of Business and
in all material respects in as favorable a condition as the same are in on
the date hereof, except for normal wear and tear; (iv) reapply for necessary
Licenses in the Ordinary Course of Business; (v) replace, to the extent in
accordance with past practice, inoperable, worn-out, obsolete or destroyed
Assets; (vi) make timely payments on accounts payable and other Liabilities
of the Business in the Ordinary Course of Business; (vii) deliver or cause
to be delivered to Buyer, promptly after receipt of the same, copies of all
written notices of any material violation of or material non-compliance with
any Law issued by any Governmental Authority with respect to the Business or
any of the Assets and received by Seller or by any Affiliate of Seller after
the date of this Agreement; (viii) deliver or cause to be delivered to Buyer,
promptly after receipt or delivery (as applicable) of same, copies of all
written notices ofmaterial violation of or material defaults under any Assumed
Contract and received by Seller or by any Affiliate of Seller or delivered
by Seller or by any Affiliate of Seller after the date of this Agreement; (ix)
use reasonable commercial efforts to obtain the renewal or extension of any
Leases that are scheduled to expire prior to Closing and (x) make capital
expenditures so that the total capital expenditures for the Business (other
than for environmental remediation and other than those relating to the
replacement of casualty, damage or destruction of Assets) between January 1,
1999 and the Closing Date are at least $3,250,000.  Without limiting the
generality of the foregoing, during the period from the date hereof to the
Closing Date, except as set forth in Schedule 5.1, Seller shall not:
        (a   sell, lease, transfer, mortgage or otherwise encumber any As-
sets, other than in the Ordinary Course of Business;

        (b   enter into any contract of employment, collective bargaining
agreement, guild contract or other labor contract, or permit any 
increases or changes in the compensation or benefits of any employees of 
the Business except for annual salary increases in the Ordinary Course 
of Business, except as otherwise required by applicable Law;

        (c   enter into any contract, license or other agreement that
contains any provision that, as a result of the consummation of the 
transactions contemplated by this Agreement, would (assuming that the 
other party's consent or approval is not obtained, to the extent 
required) result in any penalty, additional payments or forfeiture that 
would be payable or suffered by Buyer at or after the Closing Date;

        (d   relocate any of the employees of the Business to any other
business, division or operation of Seller or its Affiliates;

        (e   sell, assign or create any right, title or interest in or to
the Real Property or the Leases included in the Assets;

        (f   acquire or agree to acquire (i) by merging or consolidating
with, or by purchasing a substantial equity interest in or a substantial 
portion of the assets of, or by any other manner, any business, any 
person or any division thereof or (ii) any assets that are material, 
individually or in the aggregate, to the Business (excluding inventory 
purchased in the Ordinary Course of Business); 

        (g   except with Buyer's prior written consent, which consent may 
not be unreasonably withheld or delayed, amend, terminate or waive any 
material rights under any contract or enter into any contract, in each 
case which is identified on Schedule 3.16 or would be required to be 
identified on Schedule 3.16 if entered into after the date hereof;

        (h      engage in any discussions, or solicit or encourage any
discussions, regarding the sale, purchase or lease of any of the 
material Assets or the Business (other than sales, purchases and leases 
of Assets in the Ordinary Course of Business), including by merger or 
consolidation; or

        (i   agree or commit to do any of the foregoing.

                                ARTICLE VI
                           ADDITIONAL AGREEMENTS   


       Section VI.1  Access to Information.  Upon reasonable notice Seller
shall afford to   Buyer and its officers, employees, accountants, counsel,
financial advisors and other representatives, access during normal business
hours throughout the period prior to the Closing Date to all of the
properties, books and records and employees relating to the Business, and,
during such period, Seller shall furnish to Buyer such information concerning
the Business in Seller's possession as Buyer may reasonably request.  Unless
otherwise required by Law, Buyer will hold any such information which is
nonpublic in confidence until such time as such information otherwise becomes
publicly available through no wrongful act of Buyer.  All requests for such
access shall be made to such representatives of Seller as Seller shall
designate in writing to Buyer (the "Seller Representatives"), which Seller
Representatives shall be solely responsible for coordinating all such access.
Neither Buyer nor its representatives shall contact any of the employees,
customers, suppliers or franchisees of Seller without specific authorization
from the Seller Representatives.

        Section VI.2  Filings.  As promptly as practicable after the date of
this Agreement, Seller and Buyer shall make or cause to be made all filings
and submissions under Laws applicable to Seller and Buyer, if any, as may be
required for the consummation of the transactions contemplated by this
Agreement.  Buyer and Seller shall coordinate and cooperate in exchanging
such information and providing such reasonable assistance as may be requested
by either of them in connection with the filings and submissions contemplated
by this Section 6.2.

        Section VI.3  Consents.  Each of the parties
hereto shall use all reasonable efforts to obtain as soon as practicable 
consents of all Governmental Authorities and other persons necessary for the 
consummation of the transactions contemplated by this Agreement; provided 
that, no party shall be required to make any payment to any party to any 
agreement of the Business in connection with the obtaining of such consents.  
If any consents are required from third person (other than Governmental 
Authorities), Seller and Buyer shall jointly communicate with such third 
persons in obtaining such consents.

        Section VI.4  Certain Tax MattersSection VI.4  Certain Tax
Matters.
        (a   Seller and Retail Sub shall each pay one-half of  all sales, 
transfer and similar Taxes arising from, or attributable or related to, the 
sale, transfer or assignment to Retail Sub (or any of Retail Sub's 
subsidiaries) of any of the Assets pursuant to this Agreement.

        (b   The parties hereto shall provide each other with (i) such 
assistance as may be reasonably requested in connection with the preparation 
of any Tax return, any audit, or any claim of refund or credit in respect of 
Taxes and (ii) any records or other information relevant to such Tax returns, 
audits, or claims.

        (c   If, and to the extent that, Buyer or Retail Sub receives any
Tax refund or credit due to Seller pursuant to this Agreement and which was 
not included as an Asset in the Final Closing Working Capital, Buyer shall 
promptly reimburse Seller in an amount equal to such refund or credit.

        Section VI.5  Agreement to Cooperate; Further Assurances.
        
        (a)  Subject to the terms and conditions of this Agreement, each 
of the parties hereto shall use all reasonable efforts to take, or cause to be 
taken, all action and to do, or cause to be done, all things necessary, proper 
or advisable under applicable Laws to consummate and make effective the 
transactions contemplated by this Agreement, including providing information 
and using all reasonable efforts to obtain all necessary or appropriate 
waivers, consents and approvals, and effecting all necessary registrations and 
filings (including under the HSR Act).  After the Closing Date, Buyer and 
Retail Sub shall, at reasonable times, permit Seller to make reasonable 
examination of the books and records of the Business relating to time periods 
ending at or prior to the Closing Date and shall permit Seller to make copies 
of the relevant portions of such books and records at Seller's expense, in 
each case to the extent necessary for Seller or its Affiliates to comply with 
applicable legal, Tax or accounting requirements.  After the Closing Date, 
Seller shall, at reasonable times, permit Buyer and Retail Sub to make 
reasonable examinations of the books and records of the Business still in the 
possession of Seller and relating to time periods ending at or prior to the 
Closing Date and shall permit Buyer and Retail Sub to make copies of the 
relevant portions of such books and records at their expense, in each case to 
the extent necessary for Buyer, Retail Sub or their Affiliates to comply with 
applicable legal, Tax or accounting requirements.

        (b)  In case at any time after the Closing Date any further action
is necessary or desirable to transfer any of the Assets to Retail Sub or 
otherwise to carry out the purposes of this Agreement, the proper officers and 
directors of Retail Sub and Seller shall execute such further documents 
(including assignments, acknowledgments and consents and other instruments of 
transfer) and shall take such further action as shall be necessary or 
desirable to effect such transfer and to otherwise carry out the purposes of 
this Agreement, in each case to the extent not inconsistent with applicable 
Law.  Seller shall cooperate with, and use all reasonable efforts to assist, 
Buyer in obtaining UCC termination statements and mortgage releases.  Seller 
shall cooperate with Buyer in identifying Licenses relating to the Business 
and provide reasonable assistance to Buyer in effecting the transfer or 
obtaining thereof.  To the extent that any contract or other agreement 
contemplated to be assigned to and assumed by Retail Sub hereunder may not be 
assumed by or assigned to Retail Sub as the result of any failure to obtain 
the Required Consent of any third person or to the extent the assumption or 
assignment thereof would constitute a breach thereof or a violation of any 
applicable law, this Agreement shall not constitute an assumption and 
assignment thereof nor an attempted assumption and assignment thereof.  To the 
extent any such consent has not been obtained as of the Closing, Seller shall, 
during the remaining term of such contract or other agreement, use all 
reasonable efforts, to (i) obtain such consent and (ii) to cooperate with 
Buyer in any reasonable and lawful arrangement designed to provide the 
benefits and obligations of such contract or other agreement to Retail Sub.


        (c)  Prior to Closing, Buyer shall use all reasonable efforts to 
assist and otherwise facilitate Retail Sub obtaining the financing referred to 
in the Debt Financing Letter.  Seller shall cooperate with and provide 
reasonable assistance to Buyer and Retail Sub in connection with Buyer's 
obligations under this Section 6.5(c).

        Section VI.6  Public Announcements.
        The parties shall consult with each other prior to issuing any
press release or making any public announcement with respect to this 
Agreement, or the transactions contemplated hereby, and shall not issue any 
such press release or public announcement prior to such consultation or to 
which the other party shall reasonably object, except as may be required by 
applicable Law, court process or by obligations of such party or its 
Affiliates pursuant to any listing agreement with any national securities 
exchange.


        Section VI.7  Confidential Information.
        Buyer shall not disclose any information received by Buyer from
or with respect to Seller or Retail Sub that is confidential or proprietary in 
nature, unless (a) such information is or becomes generally available to the 
public (other than as a result of the disclosure thereof in violation of this 
Section 6.7), (b) was already known to Buyer on a non-confidential basis prior 
to its disclosure to Buyer by Seller or any of their Affiliates or (c) is or 
becomes available to Buyer from a third party not known by Buyer, after due 
inquiry, to be under an obligation of confidentiality to Seller or any of its 
Affiliates.  If this Agreement terminates, any documents furnished to Buyer by 
Seller or any of its Affiliates shall promptly be returned to Seller or, at 
the option of Seller, destroyed by Buyer (such destruction to be certified by 
Buyer to Seller).  After the Closing, except as required by law or legal 
process or in connection with Seller's discharge of the Retained Liabilities 
and its obligations under Article IX, Seller and Clark USA shall not disclose 
any information regarding Buyer, Retail Sub or the Business or the Assets that 
is confidential or proprietary in nature unless such information is or becomes 
generally available to the public (other than as a result of the disclosure 
thereof in violation of this Section 6.7) and Seller gives Buyer notice of its 
intention to disclose such information.  This provision is in addition to and 
not in substitution of any confidentiality agreement executed by any party 
hereto.

        Section VI.8  WARN.  Retail Sub agrees to assume
responsibility for giving all notices required by the WARN Act, or any similar 
state law or regulation, to assume liability for any alleged failure to give 
such notice, and to indemnify and hold harmless Seller and its Affiliates for 
any and all claims asserted under the WARN Act or any similar state law or 
regulation because of a "plant closing" or a "mass layoff" occurring at the 
Business on or after the Closing Date (other than at the Corporate Office).  
For purposes of this Agreement, the Closing Date is the "effective date" for 
purposes of the WARN Act.

        Section VI.9  Employment and Employee Benefits Arrangements. 


        (a   Effective as of the Closing Date, Buyer shall cause Retail 
Sub to offer at will employment to all of Seller's employees employed at the 
Retail Stores and Seller's employees identified on Schedule 6.9 (including 
those on leaves of absence, whether short-term, long-term, family, maternity, 
disability, paid, unpaid or other) ("Retail Employees") (each such Retail 
Employee who accepts such offer of employment, a "Transferred Employee" and 
each such Retail Employee who does not accept such offer of employment, a 
"Non-Transferred Employee").  Buyer shall cause Retail Sub to for one year 
from the Closing Date provide Transferred Employees with salary and wages 
that, in the aggregate, are no less favorable than the salary and wages 
provided to Seller's employees as of the date of this Agreement.  Retail Sub 
shall be liable for, and indemnify and hold Seller harmless from, all 
severance benefits or other amounts (including all amounts payable under or 
with respect to any employment contracts and any damages with respect thereto) 
that are due and payable to Non-Transferred Employees as a result of the 
termination of their employment or to any Transferred Employees as a result of 
the transactions contemplated by this Agreement.

        (b  Buyer will cause Retail Sub to (i) waive all limitations as to
preexisting conditions, exclusions and waiting periods with respect to 
participation and coverage requirements applicable to the employees of the 
Business under any welfare plan that such employees may be eligible to 
participate in after the Closing, (ii) provide each such employee with credit 
for any co-payments and deductibles paid prior to the Closing in satisfying 
any applicable deductible or out-of-pocket requirements under any welfare 
plans that such employees are eligible to participate in after the Closing and 
(iii) provide each employee with credit for all service with Seller and its 
Affiliates under each employee benefit plan, program, or arrangement of the 
Buyer or its Affiliates in which such employees are eligible to participate; 
provided, however, that in no event shall the employees be entitled to any 
credit to the extent that it would result in a duplication of benefits with 
respect to the same period of service. 


        (c)  Seller shall retain responsibility for and continue to pay 
all medical, life insurance, disability and other welfare plan expenses and 
benefits for each Transferred Employee with respect to claims incurred by such 
employees or their covered dependents prior to the Closing Date.  Expenses and 
benefits with respect to claims incurred by Transferred Employees or their 
covered dependents on or after the Closing Date shall be the responsibility of 
Retail Sub  in accordance with any employee benefit plan, program or 
arrangement of Retail Sub in which such employees are eligible to participate. 
 For purposes of this paragraph, a claim is deemed incurred when the services 
that are the subject of the claim are performed; in the case of life 
insurance, when the death occurs, in the case of long-term disability 
benefits, when the disability occurs and, in the case of a hospital stay, when 
the employee first enters the hospital.

        (d)  With respect to any accrued but unused vacation time to which
any Transferred Employee is entitled pursuant to the vacation policy 
applicable to such employee immediately prior to the Closing Date (the 
"Vacation Policy"), to the extent accrued in the Final Closing Working 
Capital, Retail Sub shall allow such employee to use such accrued vacation; 
provided, however, that if Retail Sub deems it necessary to disallow such 
employee from taking such accrued vacation, Retail Sub shall be liable for and 
pay in cash to each such employee an amount equal to such vacation time in 
accordance with terms of the Vacation Policy; provided, further, that Retail 
Sub shall be liable for and pay in cash an amount equal to such accrued 
vacation time to any Transferred Employee whose employment terminates for any 
reason prior to the close of business on the last calendar day of the year 
during which the Closing Date occurs.

       (e)  Nothing herein expressed or implied shall confer upon any of
the employees of Seller, Buyer, or any of their Affiliates, any rights or 
remedies, including any right to employment, or continued employment for any 
specified period, of any nature or kind whatsoever under or by reason of the 
Agreement.

        Section VI.10  Non-Solicitation of Employees; No Transfers.

        (a   Each of Clark USA and Seller agrees that it will not, for a
period commencing on the date hereof and ending on the second anniversary of 
the Closing Date, without the prior written consent of Buyer, directly or 
indirectly, solicit the employment of any person who is at that time an 
employee, representative or officer of the Business and who was prior to the 
Closing an employee of Seller and had a salary in excess of $50,000 per year.


        (b   Except as set forth in Section 6.9(a), each of Buyer and 
Retail Sub agrees that neither it nor any of its subsidiaries will, for a 
period commencing on the date hereof and ending on the second anniversary of 
the Closing Date, without the prior written consent of Seller, directly or 
indirectly solicit the employment of any person who is at that time an 
employee, representative or officer of Seller or any of its Affiliates and who 
has a salary in excess of $50,000 per year.	


        Section VI.11  Phase I Environmental Inspection.
        Buyer shall have until 45 days after the date
hereof to perform at its expense a phase I environmental inspection on the 
Retail Stores and the real property on which they are situated.  The phase I 
inspection shall not include any drilling or other subsurface testing or 
activity.  Buyer acknowledges that it is prohibited from conducting any 
drilling or other subsurface testing or activity at the Retail Stores and the 
retail property on which they are situated.  Buyer shall give Seller no less 
than forty-eight (48) hours notice prior to undertaking any inspection so that 
Seller or its representatives may be present during the inspection.  Any 
environmental inspection shall be conducted in a manner so as not to damage 
any of the Retail Stores or the real property on which they are situated.  If 
any damage is caused, Buyer agrees to immediately repair and restore the 
Retail Stores and the real property on which they are situated to their former 
condition.  Buyer agrees to indemnify, defend and hold Seller harmless from 
and against any and all Claims, demands and causes of action for personal 
injury (including death) or loss to persons or property (including Buyer and 
its agents, servants, employees, customers, contractors and the property of 
any of them) and/or costs and expenses (including interest, penalties and 
reasonable attorneys' fees) arising from such entry upon, use or occupancy of 
the Retail Stores; provided that Buyer has no obligation to indemnify, defend 
or hold Seller harmless with respect to any matter arising out of Seller's own 
negligence or willful misconduct.  Buyer shall furnish Seller with a copy of 
each report setting forth the results of any phase I inspection performed by 
Buyer if the Closing does not occur.  Buyer shall keep all information 
regarding the environmental condition of the Retail Stores confidential and 
shall not submit a copy of any report to any third party other than Buyer's 
attorneys and accountants unless specifically required to do so by applicable 
law, and if so required, shall simultaneously provide to Seller a copy of any 
information submitted to such third party. 

        Section VI.12  Non-Competition; Clark Name.
        (a)  Neither Seller nor Seller's Affiliates (which,
for purposes of this Section 6.12(a), shall not include any controlling 
Affiliate of Clark USA other than Superholdco) shall, for a period of three 
years after the Closing Date, directly or indirectly, engage in the United 
States in the (i) convenience store business or (ii) the gasoline or petroleum 
products retailing business (such businesses, "Subject Businesses"); provided 
that, Seller and its Affiliates, without violating this covenant, may acquire 
any company (including by means of a merger or consolidation) or business and 
operate and expand such company or business, in each case which is not 
primarily engaged in the Subject Businesses at the time of such acquisition.

        (b)  At the Closing, the parties hereto shall enter into the
Trademark License Agreement in the form of Exhibit G (the "Trademark License 
Agreement"), pursuant to which Retail Sub shall grant Seller and its 
Affiliates a temporary royalty-free license to use the words "Clark Refining" 
in their corporate and trade names in their other current businesses (other 
than the Business) for a period of one year after the Closing Date.  Seller 
will not sell branded gasoline under the "Clark" name.


        Section VI.13  Transition Services; Supply Agreement; 
Software License Agreement.

        (a)  At the Closing, Seller and Retail Sub shall
enter into a transition services agreement (the "Transition Services 
Agreement") in the form of Exhibit H pursuant to which Seller will provide to 
the Business the services listed therein for a period of six months.

        (b)   At the Closing, Seller and Retail Sub shall enter into a
hydrocarbon supply agreement (the "Supply Agreement") incorporating the terms 
set forth on Exhibit F (which sets forth the principal business terms 
thereof).  After the date hereof and prior to the Closing Date, Buyer and 
Seller shall negotiate in good faith and use all reasonable efforts to agree 
to the form of such Supply Agreement as promptly as practicable.

        (c)  At the Closing, the Seller shall provide Retail Sub a
perpetual royalty-free license to use the software identified on Schedule 
6.13.
        Section VI.14  Intercompany Accounts.
        Immediately prior to the Closing, all intercompany receivables or
payables then existing between the Business, on the one hand, and the other 
businesses of Seller and Affiliates of Seller, on the other hand, shall be 
canceled (except to the extent included in Final Closing Working Capital), and 
the Closing Financial Data prepared pursuant to Section 2.8 hereof shall be 
prepared accordingly.

        Section VI.15  Real Property Documents.
        Within 45 days after the date of this Agreement, Buyer will, at
Buyer's expense, obtain in form and substance reasonably satisfactory to Buyer 
the following with respect to the Real Property:
        (a)     ALTA/ASCM land surveys (the "Surveys") with respect to the 
Owned Real Property; and

        (b)     the Title Commitments issued by the Title Insurer to Buyer
for ALTA Form B Owner's Title Insurance Policies in minimum amounts to be 
determined by Buyer as of the Closing Date covering all of the Owned Real 
Property, showing ownership of the Owned Real Property, subject only to the 
Permitted Liens.  By way of extended coverage or special endorsement, each 
such Title Commitment will obligate the Title Insurer to issue an endorsement 
deleting all policy general exceptions and an access endorsement (to the 
extent available under state title insurance Laws or not expressly part of the 
title policy coverage) to all portions of the Owned Real Property (including 
an access endorsement that specifically guarantees ingress and egress to each 
of the Owned Real Property).  In addition, Seller shall reasonably assist 
Buyer in obtaining for each such Title Commitment insurance against violations 
of restrictive covenants and a zoning endorsement and such other endorsements 
as Buyer may require, in each case reasonably satisfactory to Buyer.  All such 
endorsements and insurance are to be in such form as is reasonably 
satisfactory to Buyer (the "Title Insurance Policies").  Seller will provide 
to the Title Insurer such affidavits and other documents as the Title Insurer 
may reasonably request to issue such Title Insurance Policies, including 
access endorsements (but shall not be required to execute any documents under 
which it would have liability in order to procure other endorsements).  Seller 
acknowledges that Buyer may also wish to obtain leasehold title policies 
covering the Leased Real Property and Seller will reasonably cooperate with 
the title insurer so that such policies may be issued; provided however, that 
Seller shall not be required to cause evidence of any lease to be placed of 
record or expend any monies. 


        Section VI.16  Certain Liabilities.
        On and after the Closing, Retail Sub shall agree to indemnify
Seller for its Liabilities under such Seller employee benefit plans, 
Liabilities under Section 2.3(b)(ix) and (x) and Liabilities for Taxes (other 
than income Taxes) as would be reflected as a current liability on Seller's 
balance sheet (collectively "Reserve Liabilities").  Retail Sub shall have no 
obligation under this Section 6.16 in excess of the amount ("Reserve Cap") 
which are shown as a current liability with respect to Reserve Liabilities in 
the calculation of Closing Working Capital.  In the calculation of Closing 
Working Capital it will be assumed that Retail Sub's obligations under this 
Section 6.16 is a current liability in the amount of the Reserve Cap.  Retail 
Sub will pay to Seller or Seller's designee, any amounts due under Reserve 
Liabilities at such time as such payments must be made by Seller or Seller's 
designee.  On the first year anniversary of the Closing Date, Retail Sub shall 
pay to Seller the excess of the Reserve Cap over all payments made by Retail 
Sub under this Section 6.16 over the prior year.  After such payment, Retail 
Sub's obligations under this Section 6.16 will terminate.  

        Section VI.17  Revolver.
        It is the understanding of the parties hereto that Buyer will use
commercially reasonable efforts to obtain by Closing a senior working
capital facility for Retail Sub.

                                ARTICLE VII
                                CONDITIONS      

        Section VII.1  Conditions to Each Party's Obligations to Effect the
Transactions Contemplated Hereby.
The respectiveobligations of each party to effect the transactions contemplated
by this Agreement shall be subject to the fulfillment at or prior to the
Closing Date of the following conditions:
        (a   The waiting periods (and any extensions thereof) applicable 
to the transactions contemplated by this Agreement under the HSR Act 
shall have been terminated or shall have expired;


        (b   No temporary restraining order, preliminary or permanent 
injunction or other order or decree by any court of competent 
jurisdiction which prevents the consummation of the transactions 
contemplated hereby or imposes material conditions with respect thereto 
shall have been issued and remain in effect (each party agreeing to use 
all reasonable efforts to have any such injunction, order or decree 
lifted); and

        (c   No action shall have been taken, and no Law shall have been
enacted, by any state or Federal government or governmental agency which 
would prevent the consummation of the transactions contemplated by this 
Agreement or impose material conditions with respect thereto.

        Section VII.2  Conditions to Obligations of Buyer to Effect the
Transactions Contemplated Hereby.  The obligations of Buyer to effect the
transactions contemplated by this Agreement shall be subject to the
fulfillment at or prior to the Closing Date of the following additional
conditions unless and only to the extent waived in writing by Buyer:


        (a)  (i) Seller shall have performed in all material respects all 
obligations required to be performed by it under this Agreement at or 
prior to the Closing Date;   (ii) the representations and warranties of 
Seller contained in this Agreement (other than in Section 3.10 (b), (c) 
and (d)) (x) shall be true and correct in all material respects at and 
as of the date hereof and (y) shall be true and correct at and as of the 
Closing Date except as would not have a Material Adverse Effect as if 
made at and as of the Closing Date, except to the extent that any such 
representation or warranty expressly relates to another date (in which 
case, as of such date); (iii) the representations and warranties of 
Seller contained in Sections 3.10(b), (c) and (d) shall be true and 
correct at and as of the date hereof except as would not have a Material 
Adverse Effect and shall be true and correct at and as of the Closing 
Date except as would not have a Material Adverse Effect as if made at 
and as of the Closing Date, except to the extent that any such 
representation or warranty expressly relates to another date (in which 
case, as of such date); and (iv) Buyer shall have received a certificate 
signed on behalf of Seller by an executive officer thereof to the effect 
of clauses (i), (ii) and (iii);

        (b)  All consents required to assign or transfer any of the
Assumed Contracts (other than the Leases) shall have been obtained, 
other than any such consent which, if not obtained, would not reasonably 
be likely to have a Material Adverse Effect.

        (c)  Retail Sub shall have received financing in the amount and on
the terms at least as favorable to Retail Sub as those set forth in the 
Debt Commitment Letter and on such other terms as are reasonably 
satisfactory to Buyer.

        (d)  Buyer has received the Real Property Documents in accordance
with the standards and pursuant to the procedures provided in Section 
6.15, except as would not have a Material Adverse Effect.

        (e)     Seller and Retail Sub shall have entered into the Supply
Agreement in the form reasonably satisfactory to Buyer and Seller and 
the Transition Services Agreement.

        (f)     Newco shall have been capitalized in accordance with Section
2.5 and shall have entered into the Stockholders Agreement.

        (g)     The lenders under Seller's senior credit facility shall have
consented to the transactions contemplated hereby and shall have 
released all Liens on any of the Assets securing such senior credit 
facility.


        (h)     Seller shall have paid the sale bonus and severance bonus to 
Brandon K. Barnholt, Robert Hamer and John Hammer (collectively, the 
"Executives") pursuant to that letter agreement dated May 8, 1999 among 
Seller and the Executives, provided that the condition set forth in this 
paragraph (h) shall have no force and effect if such Executives have not 
executed and delivered  an unconditional release of Seller's obligations 
to such Executives.

        Section VII.3  Conditions to Obligations of Seller and Retail Sub to
Effect the Transactions Contemplated Hereby.  The obligations of Seller and
Retail Sub to effect the transactions contemplated by this Agreement shall
be subject to the fulfillment at or prior to the Closing Date of the
following additional conditions:
        (a   Buyer shall have performed in all material respects all 
obligations required to be performed by it under this Agreement at or 
prior to the Closing Date, and the representations and warranties of 
Buyer contained in this Agreement shall be true and correct in all 
material respects at and as of the Closing Date as if made at and as of 
the Closing Date, except to the extent that any such representation or 
warranty expressly relates to another date (in which case, as of such 
date) and Seller shall have received a certificate signed on behalf of 
Buyer by an executive officer thereof to such effect.

        (b)  Retail Sub shall have obtained debt financing in an amount
sufficient to pay the Note Amount.

        (c)   The lenders under Seller's senior credit facility shall have
consented to the transactions contemplated hereby and shall have 
released all Liens on any of the Assets securing such senior credit 
facility.
        
                         ARTICLE VIII
                         TERMINATION    

        Section VIII.1  Termination.
        This Agreement may be terminated at any time prior to the Closing by:

        (a   the mutual written consent of Seller and Buyer;

        (b   either Seller or Buyer if (i) the transactions contemplated
hereby shall not have been consummated on or before August 31, 1999;
(ii) the lenders under Seller's senior credit facility shall not have 
consented to the transactions contemplated hereby by May 21, 1999 (provided
that this Agreement may not be terminated pursuant to this clause (ii) after
such consent has been obtained); or (iii) any court of competent
jurisdiction in the United States or any State shall have 
issued an order, judgment or decree (other than a temporary 
restraining order) permanently restraining, enjoining or 
otherwise prohibiting the transactions contemplated 
hereby and such order, judgment or decree shall have 
become final and nonappealable;  
provided, that the right to terminate this Agreement under

        Section 8.1(b)(i)   hereof shall not be available to any party whose
failure to fulfill any obligation under this Agreement has been the cause of,
or resulted in, the failure of the Closing Date to occur on or before such
date.


        Section VIII.2  Effect of Termination.  (a)  In the event of termination
of this Agreement by either Buyer or Seller as provided in Section 8.1
hereof, this Agreement shall forthwith become void (except as set forth in
this Section 8.2, in Sections 6.6 and 6.7, and Article X (other than Section
10.6 and 10.12) hereof, which shall survive the termination) and there shall
be no liability on the part of Buyer or Seller or their respective officers
or directors except for any breach of any of its obligations under Sections
6.6 and 6.7 and Article X (other than Sections 10.6 and 10.12) hereof.
Notwithstanding the foregoing, no party hereto shall be relieved from
liability for any wilful breach of this Agreement.
        (b)   If this Agreement has been terminated pursuant to Section 
8.1(b)(ii) and, prior to December 31, 1999, Seller enters into an agreement 
with another party to sell the Business, upon consummation of such sale, 
Seller shall pay Buyer $7 million.

                                ARTICLE IX
                        SURVIVAL; INDEMNIFICATION  

        Section IX.1  Survival.  The representations and warranties set forth in
Articles III and IV shall survive the Closing until April 30, 2001 (other
than those contained in the last sentence of Section 3.10(b) and clause (iii)
of Section 3.10(d) (the "Title Representations") which shall survive until
the fifth anniversary of the Closing Date and other than those contained in
Section 3.1(b) which shall survive in perpetuity).

        Section IX.2  Indemnification by Buyer or Seller. 


        (a   From and after the Closing Date, Retail Sub shall indemnify 
and hold harmless Seller, Seller's Affiliates, each of their respective 
directors, officers, employees and agents, and each of the heirs, executors, 
successors and assigns of any of the foregoing from and against any and all 
Losses suffered or incurred by any such indemnified person arising from 
(i) any breach of, or inaccuracy in, any representation or warranty of Buyer 
contained in Article IV or in any certificate relating thereto delivered 
pursuant to Section 7.3(a), (ii) any breach of any covenant of Buyer contained 
in this Agreement and (iii) all Assumed Liabilities; provided that, Retail Sub 
shall not have any obligation under the preceding clauses (i) or (ii) unless 
the aggregate Losses under such clauses exceed on a cumulative basis $4 
million in which case Retail Sub shall be liable for amounts only in excess of 
such amount; provided further that, Retail Sub shall not have any obligation 
under the preceding clauses (i) or (ii) in excess of $50 million in the 
aggregate on a cumulative basis.


        (b   From and after the Closing Date, Seller shall indemnify and 
hold harmless Retail Sub, Buyer, Buyer's Affiliates, each of their respective 
directors, officers, employees and agents, and each of the heirs, executors, 
successors and assigns of any of the foregoing from and against any and all 
Losses suffered or incurred by any such indemnified person arising from 
(i) any breach of, or inaccuracy in, (A) any representation or warranty of 
Seller contained in Article III other than Sections 3.5(b) and 3.10(b), (c) 
and (d) (which representations and warranties in Article III, other than those 
contained in Sections 3.5, 3.7(a), 3.8, 3.14(i) and 3.17, shall be deemed to 
have been made without any materiality or Material Adverse Effect 
qualification) or in any certificate relating thereto delivered pursuant to 
Section 7.2(a) and (B) any representation or warranty of Seller contained in 
Section 3.10(b), (c) and (d) or in any certificate relating thereto delivered 
pursuant to Section 7.2(a); (ii) any breach of any of covenant of Seller 
contained in this Agreement (other than Section 6.15) (iii) subject to 
Section 9.4, any Environmental Claims relating to Identified Contamination 
Sites (other than Losses arising from the release after the Closing of 
Materials of Environmental Concern), (iv) subject to Section 9.4, any 
Environmental Claims related to Unknown Sites (other than Losses arising from 
the release after the Closing of Materials of Environmental Concern) and 
(v) all Retained Liabilities (including Liens arising out of Retained 
Liabilities); provided that, (w) except with respect to any breach of the 
representations and warranties contained in Section 3.1(b), Seller shall not 
have any obligation under the preceding clauses (i)(A) and (ii) (other than 
with respect to any breach of clause (x) of Section 5.1) unless the aggregate 
Losses under such clauses exceed on a cumulative basis $4 million in which 
case Seller shall be liable for amounts only in excess of such amount, (x) 
Seller shall not have any obligation under the preceding clause (i)(B) unless 
the aggregate Losses under such clause with respect to such breaches exceed on 
a cumulative basis $1 million in which case Seller shall be liable for amounts 
only in excess of such amount, (y) with respect to the first $5 million of 
Losses with respect to Identified Contamination Sites under the preceding 
clauses (i)(A) and (iii), Seller shall be responsible for 50% of such Losses 
(except that, if Losses exceed $2 million in the first year after the Closing 
Date, Seller shall be responsible for all Losses for such first year in excess 
of $1 million) and Seller shall be responsible for all Losses in excess of 
such $5 million plus any Losses in excess of $1 million for such first year 
and (z) Seller shall not have any obligation with respect to any particular 
Unknown Site under the preceding clauses (i)(A) and (iv) unless the aggregate 
Losses with respect to such Unknown Site under such clauses exceed on a 
cumulative basis $50,000, in which case Seller shall be liable for amounts 
only in excess of such amount; provided further that, except with respect to 
any breach of the Title Representations or the representations and warranties 
contained in Section 3.1(b), Seller shall not have any obligation under the 
preceding clauses (i) and (ii) in excess of $50 million in the aggregate on a 
cumulative basis. 


        (c)  With respect to any Losses indemnifiable under this Article 
IX, the indemnifying person's obligations with respect to such Losses will be 
reduced by (i) any amounts received by the indemnified person from 
Governmental Authorities or third parties in connection with such Losses, 
including Losses related to Environmental Claims ("Reimbursements"), or 
(ii) the amount of any net reduction in cash Tax payable by the indemnified 
person with respect to such Losses through and including the tax year in which 
the indemnification payment is made.  The indemnifying person shall use 
commercially reasonable efforts or, in the case of environmental 
Reimbursements, diligent efforts  (the expenses of which shall be considered 
Losses for purposes of the relevant indemnity claim) to pursue Reimbursements 
that may reduce or eliminate Losses.  If any indemnified person receives any 
Reimbursement or realizes any net reduction in cash Tax payable after an 
indemnification payment is made which relates thereto, the indemnified person 
shall promptly repay to the indemnifying person such amount of the 
indemnification payment as would not have been paid had the Reimbursement or 
net cash Tax reduction reduced the original payment at such time or times as 
and to the extent that such Reimbursement or net cash Tax reduction are 
actually realized.  With respect to environmental reimbursements due from 
Governmental Authorities, Seller shall have the right to monitor and audit at 
Seller's expense Retail Sub's books and records relating to such 
Reimbursements and shall receive from Retail Sub on a quarterly basis a 
reasonably detailed site by site summary of the status of both received and 
pending Reimbursements and any other information Seller may reasonably request 
relating to such Reimbursements.  In addition, if the allocation of 
responsibilities for Environmental Claims pursuant to this Agreement would 
materially jeopardize the receipt of such reimbursements from Governmental 
Authorities, the parties hereto agree to restructure such allocation of 
responsibilities so as to minimize the loss of such reimbursements while 
preserving the same economic agreement among the parties.


        (d)  The rights and obligations set forth in Article 9 shall be 
the sole and exclusive remedies of the parties hereto (other than claims for 
fraud and intentional misrepresentation) with respect to any disputes relating 
to any subject matter governed by Article 9.  In addition, with respect to any 
dispute concerning any Deed, the title of any Asset or the existence of any 
Lien, the indemnification provided by clause (i)(B) of Section 9.2(b) shall be 
the sole and exclusive remedy of Retail Sub, Buyer, Buyer's Affiliates and 
their assigns.  All indemnification payments under this Article IX will be 
deemed adjustments to the Initial Note Amount.


        Section IX.3  Third-Party Claims. If a Claim by a third party is made
against an indemnified person hereunder, and if such indemnified person
intends to seek indemnity with respect thereto under this Article, such
indemnified person shall promptly notify the indemnifying person in writing
of such Claims setting forth such Claims in
reasonable detail, provided that failure of such indemnified person to give 
prompt notice as provided herein shall not relieve the indemnifying person of 
any of its obligations hereunder, except to the extent that the indemnifying 
person is prejudiced by such failure.  The indemnifying person shall have 
thirty (30) days after receipt of such notice to undertake, through counsel of 
its own choosing, and at its own expense, the settlement or defense thereof, 
and the indemnified person shall cooperate with it in connection therewith; 
provided, however, that the indemnified person may participate in such 
settlement or defense through counsel chosen by such indemnified person, 
provided that the fees and expenses of such counsel shall be borne by such 
indemnified person.  If the indemnifying person shall assume the defense of a 
Claim, it shall not settle such Claim without the prior written consent of the 
indemnified person, (i) unless such settlement includes as an unconditional 
term thereof the giving by the claimant of a release of the indemnified person 
from all Liability with respect to such Claim or (ii) if such settlement 
involves the imposition of equitable remedies or the imposition of any 
material obligations on such indemnified person other than financial 
obligations for which such indemnified party will be indemnified hereunder.  
If the indemnifying person shall assume the defense of a claim, the fees of 
any separate counsel retained by the indemnified person shall be borne by such 
indemnified person unless there exists a material conflict between them as to 
their respective legal defenses (other than one that is of a monetary nature), 
in which case the indemnified person shall be entitled to retain separate 
counsel, the reasonable fees and expenses of which shall be reimbursed by the 
indemnifying person.

        Section IX.4  Environmental Indemnification
        (a) Subject to the terms and conditions hereof, on and after the 
Closing Date, Retail Sub shall conduct the remediation of releases of 
Materials of Environmental Concern on the Real Property.  It is the intent of 
the parties hereto that, to the extent permitted by Environmental Laws, Losses 
subject to indemnification pursuant to Sections 9.2(b)(iii), 9.2(b)(iv) or 
9.2(b)(v) hereof or subject to indemnification pursuant to Section 9.2(b)(i) 
hereof and relating to breaches of the representations and warranties included 
in section 3.17 hereof shall in each case be minimized.  Consistent with such 
objective, the investigation, monitoring and remediation of releases of 
Materials of Environmental Concern shall be conducted in a commercially 
reasonable manner by Retail Sub in the same manner as if the indemnification 
obligations of Seller did not exist, including agreeing where appropriate to 
deed restrictions limiting the future uses of the owned Premises to industrial 
or commercial purposes.


        (b)  Retail Sub shall promptly advise the Seller of any material 
release of Materials of Environmental Concern at any of the Premises occurring 
after the Closing Date.  Regarding any matter asserted to be subject to 
indemnification hereunder, Buyer and Retail Sub shall promptly provide Seller 
with copies of all material communications with Governmental Authorities with 
jurisdiction over Environmental Laws; provided that, the failure to promptly 
provide such material will not affect Seller's indemnification obligations 
hereunder except to the extent and only to the extent Seller is prejudiced by 
such failure.  Furthermore, Buyer and Retail Sub shall use all reasonable 
efforts (subject to regulatory timing constraints) to allow Seller a 
reasonable opportunity to review and comment on any material planned 
environmental investigation, monitoring or remediation asserted to be subject 
to indemnification hereunder or relating to any matter asserted to be subject 
to indemnification hereunder.  Regarding any environmental investigation, 
monitoring or remediation of any of the Premises which is asserted to be 
subject to indemnification hereunder, Retail Sub shall, to the extent 
consistent with its obligations under Section 9.4(a) hereof, use reasonable 
efforts to obtain a no further action letter or any similar determination by a 
 Governmental Authority, if available,  that no further remedial action is at 
that time required under Environmental Laws regarding that particular 
Premises.  Such no further action letter or similar determination will be 
sought as promptly as reasonably practicable after Buyer and Retail Sub have 
completed any required remediation.


        (c)   Seller's obligations under Section 9.2(b)(iii) hereof 
regarding any particular Identified Contamination Site shall terminate upon 
the issuance by a Governmental Authority of a no further action letter or any 
other similar determination by a Governmental Authority that no further 
monitoring, investigation or remediation action is at that time required under 
Environmental Laws regarding that particular Identified Contamination Site; 
provided that, Seller's obligations shall not terminate with respect to any 
matter as to which Retail Sub shall have, before such termination, previously 
made a claim by delivering a notice (stating in reasonable detail the basis of 
such claim) to Seller.  Seller's obligations under Section 9.2(iv) hereof 
regarding any particular Unknown Site shall terminate on the earlier date of 
either (i) the fifth anniversary of the Closing Date or (ii) the issuance by a 
Governmental Authority of a no further action letter or any other similar 
determination by a Governmental Authority that no further monitoring, 
investigation or remedial action is at that time required under Environmental 
Laws regarding that particular Unknown Site; provided that, Seller's 
obligations shall not terminate with respect to any matter as to which Retail 
Sub shall have, before such termination, previously made a claim by delivering 
a notice (stating in reasonable detail the basis of such claim) to Seller.
        (d)   Seller will pay its indemnification obligations relating to 
environmental matters in accordance with this Article IX promptly (and in any 
event within 30 days) after receiving a reasonably detailed invoice therefor.
Section IX.5  Termination of IndemnificationSection IX.5  
Termination of Indemnification.  The obligations to indemnify and hold 
harmless a party hereto, (a) pursuant to Section 9.2(a)(i) and 9.2(b)(i) shall 
terminate when the applicable representation or warranty terminates pursuant 
to Section 9.1, (b) pursuant to Section 9.2(a)(ii) and 9.2(b)(ii) (in each 
case only with respect to agreements and covenants required to be performed 
prior to the Closing) shall terminate on the first anniversary of the Closing 
Date, (c) pursuant to Sections 9.2(a)(ii) and 9.2(b)(ii) (in each case only 
with respect to agreements and covenants required to be performed at or after 
the Closing) and Sections 9.2(a)(iii) and 9.2(b)(v) shall not terminate and 
(d) pursuant to Section 9.2(b)(iii) and (iv) shall terminate as provided in 
Section 9.4; provided, however, that as to clause (a) or (b) above such 
obligation to indemnify and hold harmless shall not terminate with respect to 
any item as to which the person to be indemnified shall have, before the 
expiration of the applicable period, previously made a claim by delivering a 
notice (stating in reasonable detail the basis of such claim) to the 
indemnifying party.



                                ARTICLE X
                             MISCELLANEOUS

        Section X.1  Counterparts.  This Agreement may be executed in two
or more counterparts, all of which shall be considered one and the same
Agreement, and shall become effective when or more counterparts have
been signed by each of the parties and delivered to the other party.

        Section X.2  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED AND TO BE PERFORMED ENTIRELY IN THAT STATE.

        Section X.3  Entire Agreement.  This Agreement (including the
documents referred to herein) (a) constitutes the entire agreement, and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter of this Agreement
and (b) is not intended to confer upon any person other than the parties
rights or remedies.

        Section X.4  Expenses.  Except as set forth
in this Agreement, whether or not the transactions contemplated by this 
Agreement are consummated, all legal and other costs and expenses incurred in 
connection with this Agreement and the transactions contemplated hereby shall 
be paid by the party incurring such costs and expenses. In the event any party 
hereto brings suit to construe or enforce the terms hereof, or raises this 
Agreement as a defense in a suit brought by another party hereto, the 
prevailing party in such suit shall be entitled to recover its reasonable 
attorneys' fees and expenses.


        Section X.5  Notices.  All notices and other 
communications hereunder shall be in writing and shall be deemed given if 
delivered personally, sent by documented overnight delivery service or, to the 
extent receipt is confirmed, telecopy, to the appropriate address or telecopy 
number set forth below (or at such other address or telecopy number for a 
party as shall be specified by like notice):
        (a)     If to Seller:

        Clark Refining & Marketing, Inc.
        8182 Maryland Avenue
        St. Louis, Missouri  63105 
        Attention:  Chief Financial Officer
        Telecopy Number:  (314) 854-1570

        with a copy to:

        Clark Refining & Marketing, Inc.
        8182 Maryland Avenue
        St. Louis, Missouri  63105 
        Attention:  General Counsel
        Telecopy Number: (314) 854-1455

        and

        Simpson Thacher & Bartlett
        425 Lexington Ave.
        New York, New York 10017
        Attention:  Richard Capelouto, Esq.
        Telecopy Number: (212) 455-2502

        (b)     If to Buyer, to:

        CM Acquisition, Inc.
        c/o Apollo Management, L.P.
        1301 Avenue of the Americas
        38th Floor
        New York, New York 10019
        Attention:  Robert A. Katz
        Telecopy Number: (212) 261-4102

        with a copy to:


        Lewis Rice & Fingersh, L.C.
        500 North Broadway, Suite 2000
        St. Louis, Missouri 68102     
        Attention:  Douglas D. Hommert
        Telecopy Number: (314) 241-6056
        
        Section X.6  Assignment.  Neither this Agreement nor any of the rights,
interest or obligations under this Agreement shall be assigned, in whole or in
part, by operation of Law or otherwise by either of the parties hereto without
the prior written consent of the other party; provided that, this Section 10.6
shall not prevent any party hereto from entering into any merger or
consolidation with any other person.  Notwithstanding the foregoing, Buyer may
assign all or any of its rights and obligations under this Agreement to any
Affiliate of Buyer or all or any rights of Retail Sub to one or more
subsidiaries of Retail Sub to be formed on or after the Closing Date, in each
case without the consent of Seller but no such assignment shall relieve Buyer
or Retail Sub of any of their respective obligations hereunder.
Notwithstanding the foregoing, after the Closing Date, no party hereto may sell
all or substantially all of its assets unless the transferee of such assets
assumes all of the obligations of such party hereunder (without relieving the
obligations of such party).


        Section X.7  Interpretation.
The table of contents and headings contained in this Agreement are inserted for 
convenience of reference only and shall not affect in anyway the meaning or 
interpretation of this Agreement.  All references to a Section, Articles, 
Schedule or Exhibit contained herein mean Sections or Articles of this 
Agreement unless otherwise stated.  It is understood and agreed that the 
specification of any dollar amount in the representations and warranties 
contained in this Agreement or the inclusion of any specific item in the 
Schedules is not intended to imply that such amounts or higher or lower 
amounts, or the items so included or other items, are or are not material, and 
neither party shall use the fact of the setting of such amounts or the fact of 
the inclusion of such items in any dispute or controversy between the parties 
as to whether any obligation, item or matter not described herein or included 
in a Schedule is or is not material for purposes of this Agreement.  
Information provided in one Schedule shall suffice, without repetition or 
cross-reference, as a disclosure of such information in any other relevant 
Schedule, if the disclosure in respect of such one Schedule is sufficient on 
its face without further inquiry reasonably to inform the reader of the 
information required to be disclosed in respect of such other Schedules to 
avoid a misrepresentation under the relevant counterpart of Sections of the 
Agreement.  Without limiting the generality of the immediately preceding 
sentence, the mere listing (or inclusion of a copy) of a document or other 
item in a Schedule will not be deemed adequate to disclose an exception to a 
representation or warranty made herein unless the representation or warranty 
has to do with the existence of the document or other item itself.

        Section X.8  Amendments; Waivers
         (a)  This Agreement may not be modified or amended except by an
instrument or instruments in writing signed by Buyer and Seller.


        (b)  The failure of either party hereto to comply with any 
representation, warranty, covenant or agreement contained in this Agreement 
may be waived only by a written instrument signed by the party granting such 
waiver.  No action taken pursuant to this Agreement, including any 
investigation by or on behalf of any party, shall be deemed to constitute a 
waiver by the party taking such action of compliance with any representation, 
warranty, covenant or agreement contained in this Agreement, and no failure by 
any party to take any action with respect to any breach of this Agreement or 
default by any other party shall constitute a waiver of such party's right to 
enforce any provision hereof or to take any such action.  The waiver by either 
party hereto of a breach of any provision hereunder shall not operate as a 
waiver of any prior or subsequent breach of the same or any other provision 
hereunder.

        Section X.9  Severability.  Any provision hereof which is invalid or
unenforceable shall be ineffective to the extent of such invalidity or
unenforceability, without affecting in any way the
remaining provisions hereof.

        Section X.10  Consent to Jurisdiction; Waiver of Jury Trial.

        (a)  Each party hereto irrevocably submits to the non exclusive
jurisdiction of (i) the Court of Appeals of the State of New York and (ii)
the United States District Court for the Southern District of New York for the
purposes of any suit, action or other proceeding arising out of this Agreement
or any transaction contemplated hereby.
        (b)  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A 
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR 
RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES HERETO IN THE 
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.

        Section X.11  Specific Performance.  Buyer and Seller agree that the
Business and the Assets constitute unique property.  There is no adequate
remedy at law for the damage which either party might sustain for failure
of the other party to consummate the transactions contemplated by this
Agreement pursuant to the terms of this Agreement.  Each party agrees that,
in the event of a breach of this Agreement, the non-breaching party shall
be entitled to specific performance by the breaching party of its obligations
hereunder.


        Section X.12  Bulk Sales.  (a)  Buyer and Retail Sub each hereby waives
compliance by Seller with any bulk sales laws (excluding any applicable bulk
sales or transferee provision of any state Tax Law) which may be applicable.
Seller agrees to indemnify and hold Buyer and Retail Sub harmless against any
and all Losses incurred by Buyer and Retail Sub as a result of any failure to
comply with any such bulk sales laws.

        (b)   Seller and Buyer will provide, if applicable, any and all
information to the other and take any and all actions necessary for Seller and 
Buyer to comply with any bulk sales provisions under Law relating to Taxes to 
eliminate all transferee liability to Buyer.  By way of illustration, but not 
limitation, Seller or Buyer (as applicable as required by Law) is to give all 
requisite notices or requests to the relevant taxing authorities as soon as 
possible after the date hereof in order to comply with applicable state Tax 
notice or request requirements, and will deliver to the other any certificate 
as to Taxes due by Seller issued by such taxing authorities.

        Section X.13  Business Day.  If any day on which any payment is required
to be made hereunder, or on which any notice must be sent, or on which any time
period described herein commences or ends is not a Business Day, then such day
will be deemed for all purposes of this Agreement to fall on the next succeeding
day which is a Business Day.

        Section X.14 Successors and Assigns.  All provisions of this Agreement
are binding upon, inure to the benefit of and are enforceable by or against the
parties hereto and their respective heirs, executors, administrators or other
legal representatives and permitted successors and assigns.

        Section X.15 Guarantee.  Clark USA hereby
guarantees the performance by Seller of all of its obligations hereunder.


        Section X.16 Arbitration.  Except as set forth in Section 2.8 and
Section 10.11, any Claim arising out of or related to this Agreement, or a
breach hereof, is to be settled by arbitration in accordance with the
procedures set forth on Schedule 10.16.  Notice of demand for arbitration
must be filed in writing with the other parties hereto in accordance with
Schedule 10.16.  Subject to Sections 9.2(a) and 9.2(b), a demand for
arbitration is to be made within a reasonable time after the Claim
has arisen, but in no event later than the date when institution of legal or 
equitable proceedings based on such Claim would be barred by the applicable 
statute of limitations.  The award rendered by the arbitrators, including as 
to legal fees, is final, and judgment may be entered upon it in accordance 
with Law in any court of competent jurisdiction.



IN WITNESS WHEREOF, this Agreement has been signed by or on behalf 
of each of the parties as of the day first above written.

        CLARK USA, INC.


        By:    /s/ Maura J. Clark
        Name:  Maura J. Clark
        Title: Executive Vice President, Corporate Development
               and Chief Financial Officer


        CLARK REFINING & MARKETING, INC.

        By:    /s/ Maura J. Clark
        Name:  Maura J. Clark
        Title: Executive Vice President, Corporate Development
               and Chief Financial Officer


        OTG, INC. 

        By:    /s/ Maura J. Clark
        Name:  Maura J. Clark
        Title: Executive Vice President, Corporate Development
               and Chief Financial Officer


        CM ACQUISITION, INC.

        By:    /s/ Robert A. Katz
        Name:  Robert A. Katz
        Title: President




	SCHEDULES



Schedule	Name

1.1(a)          Retail Stores
2.1(a)-1	Leases
2.1(a)-2	Subleases
2.1(a)-3	Owned Real Property
2.1(c)          Contracts
2.1(d)          Intellectual Property
2.2(l)          Certain Excluded Assets
2.3(b)(vi)	Hydrocarbon Payables Terms
2.8(a)          Hydrocarbon Inventory Valuation
3.4             Seller Required Consents
3.5(a)          Financial Statements
3.5(b)          Working Capital Schedule
3,5(c)          Summary Income Statement
3.7             Certain Events
3.9(a)          Encumbered Personal Property
3.9(b)          Location of Personal Property
3.10(a)         Real Property Leases
3.10(c)         Condemnation Proceedings
3.11            Litigation
3.12            Intellectual Property Matters
3.13            Licenses
3.14            Labor Matters
3.15            Employee Benefit Plans
3.16            Material Contracts
3.17            Environmental Matters
3.19            Transactions with Affiliates
3.21            Insurance
3.26            Taxes
5.1             Conduct of Business
6.9             Certain Seller Employees
6.13            Software
10.16           Arbitration



	EXHIBITS


Exhibit A	Form of Assignment and Assumption Agreement 
Exhibit B	Form of Assignment of Lease
Exhibit C	Form of Bill of Sale
Exhibit D	Form of Deed
Exhibit E	Form of Stockholders Agreement
Exhibit F	Terms of Supply Agreement
Exhibit G	Form of Trademark License Agreement
Exhibit H	Form of Transition Services Agreement