EXHIBIT 10.2
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                   AMENDMENT TO LOAN AGREEMENT

                      AND OMNIBUS AMENDMENT





                    Dated as of May 22, 2002





                          in respect of





                       GIANT YORKTOWN, INC.







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<PAGE>
                               AMENDMENT
                           TO LOAN AGREEMENT
                         AND OMNIBUS AMENDMENT

     AMENDMENT TO LOAN AGREEMENT AND OMNIBUS AMENDMENT (this
"Amendment") dated as of May 22, 2002 is among GIANT YORKTOWN, INC., a
Delaware corporation (the "Borrower"), GIANT INDUSTRIES, INC., a
Delaware corporation ("Giant Industries"), GIANT INDUSTRIES ARIZONA,
INC., an Arizona corporation ("Giant Arizona"), WELLS FARGO BANK NEVADA,
NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity (except as specifically set forth herein), but
solely in its capacity as collateral agent (the "Collateral Agent"), and
each of the Persons listed on the signature pages hereto as a Lender
(each, a "Lender").

                               RECITALS:

     A.     The Borrower, the Collateral Agent, and the Lenders have
heretofore entered into that certain Loan Agreement (as amended,
supplemented or otherwise modified from time to time, the "Loan
Agreement") dated as of May 14, 2002.  Giant Industries and Giant
Arizona have heretofore entered into that certain Parent Guaranty
Agreement (as amended, supplemented or otherwise modified from time to
time, the "Parent Guaranty") dated as of May 14, 2002.  Capitalized
terms used, but not otherwise defined in this Amendment, shall have
those meanings assigned to such terms in Section 1 to the Loan
Agreement, as amended by this Amendment.

     B.     The parties hereto desire to amend the Loan Agreement and
certain of the other Operative Documents.

     C.     All requirements of law have been fully complied with and
all other acts and things necessary to make this Amendment a valid,
legal and binding instrument according to its terms for the purposes
herein expressed have been done or performed.

     NOW, THEREFORE, in consideration of good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto do hereby agree as follows:

SECTION 1.     AMENDMENTS TO LOAN AGREEMENT.

     Section 1.1.     Section 1.  (a) Section 1 of the Loan Agreement
shall be and is hereby amended by deleting the definitions of "Benefited
Lender", "Rating Agency" and "Synthetic Lease" therefrom.

     (b)      Section 1 of the Loan Agreement shall be and is hereby
further amended by amending and restating in their entirety the
definitions of "Indemnitee" and "LIBO Rate" to read as follows:

     ""Indemnitee" shall mean the Arranger, each Lender, the Collateral
Agent, the Deed of Trust Trustee, the Trust Company and their respective
Affiliates, successors, permitted assigns, permitted transferees,
invitees, contractors, servants, employees, officers, directors,
shareholders, partners, participants, representatives agents and their
respective designees or nominees; provided, however, that in no event
shall any other Person (other than the Arranger, each Lender, the
Collateral Agent, the Deed of Trust Trustee, the Trust Company and their
respective Affiliates, successors, permitted assigns, permitted
transferees, invitees, contractors, servants, employees, officers,
directors, shareholders, partners, participants, representatives, agents
and their respective designees or nominees) who purchases the Mortgaged
Property for value following a foreclosure or other remedy be an
Indemnitee.

     "LIBO Rate" shall mean with respect to any Interest Period at any
time, the applicable London interbank offered rate per annum for
deposits in Dollars for a period equal to such Interest Period appearing
on Telerate Page 3750 as of 11:00 a.m. (London time) two (2) Business
Days prior to the first day of such Interest Period; or if no London
interbank offered rate of such maturity then appears on Telerate Page
3750, then the rate equal to the London interbank offered rate per annum
for deposits in Dollars maturing immediately before or immediately after
such maturity, whichever is higher, as determined by the Collateral
Agent from Telerate Page 3750; or if Telerate Page 3750 is not
available, the applicable LIBO Rate for the relevant Interest Period
shall be the rate per annum determined by the Collateral Agent to be the
arithmetic average of the rates at which Bank of America offers to place
deposits in Dollars with first-class banks in the London interbank
market at approximately 11:00 a.m. (London time) two (2) Business Days
prior to the first day of such Interest Period, in the approximate
amount of the aggregate outstanding principal amount of the Notes and
having a maturity approximately equal to such Interest Period."

     Section 1.2.     Section 3.3.     Section 3.3 of the Loan Agreement
shall be and is hereby amended by adding to the end thereof a sentence
to read as follows:

     "Additionally, Borrower shall provide written notice within five
(5) Business Days thereof to Collateral Agent and the Lenders of the
submittal to Borrower's Board of Directors or senior management of any
written plan or proposal to close all of the Mortgaged Property, other
than a planned major maintenance turnaround in accordance with this
Section 3.3."

     Section 1.3.     Section 3.6.  Subparagraph (d) of Section 3.6 of
the Loan Agreement shall be and is hereby amended by adding at the end
thereof a sentence to read as follows:

     "In the event the Borrower elects to make a replacement of any
portion of the Mortgaged Property pursuant to this Section 3.6(d), upon
the request of any Lender, in its sole discretion and at any time, the
Borrower shall promptly provide to the Lenders evidence of:  the
estimated cost of such replacement, the source of funds for such
replacement, the estimated time to complete such replacement, the status
towards completion of such replacement, and such other information as
the Lenders may reasonably request."

     Section 1.4.     Section 3.8.  Subparagraph (a) of Section 3.8 of
the Loan Agreement shall be and is hereby amended and restated in its
entirety to read as follows:

     "(a)     All insurance shall be written by reputable insurance
companies that are financially sound and solvent, rated in Best's
Insurance Guide or any successor thereto (or if there be none, an
organization having a similar national reputation) with a general
policyholder rating of at least "A" and a financial rating of at least
"X" or otherwise reasonably acceptable to Borrower and Collateral
Agent."

     Section 1.5.     Sections 3.12 and 3.13.  New Sections 3.12 and
3.13 shall be and are hereby included the Loan Agreement immediately
following Section 3.11 thereof to read as follows:

     "Section 3.12.     Notice of Default. Borrower shall promptly
notify the Collateral Agent of the occurrence of any Default or Event of
Default, and of the occurrence or existence of any event or circumstance
that would reasonably be expected to become a Default or Event of
Default.

     Section 3.13.     Additional Covenants of Borrower. Borrower
covenants and agrees to perform the obligations applicable to the
Borrower set forth in Sections 6 and 6A of the Parent Guaranty (and such
Sections 6 and 6A of the Parent Guaranty is hereby incorporated by
reference)."

     Section 1.6.     Section 4.10.  Section 4.10 of the Loan Agreement
shall be and is hereby amended and restated in its entirety to read as
follows:

     "Section 4.10.     Adjustment.  If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Loan made by it in
excess of its ratable share of payments on account of the Loan made by
all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participation in the Loans owing to them as shall be
necessary to cause such purchasing Lender to share the excess payment
ratably, in the proportion that such Lender's Loan to which the payment
applies bears to the total of all Loans to which the payment applies,
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from
each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender's ratable share (according
to the proportion of (i) the amount of such lender's required repayment
to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount so recovered.  The Borrower agrees that any
Lender so purchasing a participation from another Lender pursuant to
this Section 4.10 may, to the fullest extent permitted by law, exercise
all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation."

     Section 1.7.     Section 8.1.      (a)     Subparagraph (q) of
Section 8.1 of the Loan Agreement shall be and is hereby amended and
restated in its entirety to read as follows:

     "(q)     Environmental Matters.  Either (i) Borrower, Giant
Industries or any of its Subsidiaries shall be liable, whether directly,
indirectly through required indemnification of any Person or otherwise,
for the costs of investigation and/or remediation of any Hazardous
Substance originating from or affecting any property or properties,
whether or not owned, leased or operated by Borrower, Giant Industries
or any of its Subsidiaries, which liability, together with all other
such liabilities of Borrower or any of its Subsidiaries, could
reasonably be expected to exceed $9,000,000 in the aggregate or require
payments by Borrower or any of its Subsidiaries exceeding $3,000,000 in
any fiscal year of Borrower (excluding for purposes of such
determination (i) such amount of any insurance proceeds paid to or for
the benefit  of the Borrower, Giant Industries or any of its
Subsidiaries in respect of such liability or unconditionally
acknowledged in writing to be payable by the insurance carrier that
issued the related insurance policy, (ii) such amount of any indemnity
payments made to the Borrower, Giant Industries or any of its
Subsidiaries in respect of such liability or unconditionally
acknowledged in writing to be payable by the party that indemnified such
amounts, or (iii) an amount not to exceed $7,500,000 in the aggregate
paid by the Borrower, Giant Industries or any of its Subsidiaries in
respect of such liability pursuant to the Yorktown Asset Purchase
Agreement) or (ii) any federal, state, regional, local or other
environmental regulatory agency or authority shall commence an
investigation or take any other action that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse
Effect; or"

     (b)     Section 8.1 of the Loan Agreement shall be and is hereby
further amended by adding a subparagraph (r) thereto to read as follows:

     "(r)  Operations.  If  the Mortgaged Property ceases to be used in
the manner in which it is intended or ceases to operate, closes or shuts
down, for any reason whatsoever, for a period of time greater than
ninety (90) days, other than as a result of any Partial Casualty."

     Section 1.8.     Section 9.1. The last sentence of Section 9.1 of
the Loan Agreement shall be and is hereby amended and restated in its
entirety to read as follows:

     "Any assignment or transfer by a Lender of rights or obligations as
a Lender under this Loan Agreement that does not comply with this
paragraph shall be treated for purposes of this Loan Agreement as a sale
by such Lender of a participation in such rights and obligations in
accordance with Section 9.2."

     Section 1.9.     Section 10.5.  The first sentence of Section 10.5
of the Loan Agreement shall be and is hereby amended and restated in its
entirety to read as follows:

     "The Collateral Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default unless the
Collateral Agent has received notice from a Lender, a Guarantor or the
Borrower referring to this Loan Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default"."

     Section 1.10.     Section 10.9.  The last sentence of Section 10.9
of the Loan Agreement shall be and is hereby amended and restated in its
entirety to read as follows:

     "Notwithstanding the foregoing if no Event of Default and no
Default, shall have occurred and be continuing, then no successor
Collateral Agent shall be appointed under this Section 10.9 without the
prior written consent of Borrower, which consent shall not be
unreasonably withheld or delayed and until such consent is granted and a
successor Collateral Agent is appointed, the retiring Collateral Agent
shall continue to serve in such capacity."

     Section 1.11.     Section 11.5.  Subparagraph (a) of Section 11.5
of the Loan Agreement shall be and is hereby amended and restated in its
entirety to read as follows:

     "(a)     the presence on, under or around the Mortgaged Property or
any portion thereof of any Hazardous Substance, or any releases or
discharges of any Hazardous Substance on, under, from, onto or around
the Mortgaged Property or any portion thereof,"

     Section 1.12.     Section 11.8. Section 11.8 of the Loan Agreement
shall be and is hereby amended and restated in its entirety to read as
follows:

     "Section 11.8.     Actions of Lenders.  Each Lender shall use
reasonable efforts (including reasonable efforts to change the booking
office for this transaction) to avoid or minimize any amounts which
might otherwise be payable pursuant to Sections 11.2 and 11.3; provided,
however, that such efforts shall not be deemed by such Lender, in its
sole discretion, to be disadvantageous to it."

     Section 1.13.     Section 12.5. Section 12.5 of the Loan Agreement
shall be and is hereby amended and restated in its entirety to read as
follows:

     "Section 12.5.     Effect and Modification.  This Loan Agreement
and the other Operative Documents exclusively and completely states the
rights of the Lenders and Borrower with respect to the Loans and the
Mortgaged Property and supersedes all prior agreements, oral or written,
with respect thereto.  No Operative Document nor any of the terms
thereof may be terminated, amended, supplemented, waived or modified
without the written agreement or consent of Collateral Agent, Borrower
and the Required Lenders, and in the case of the Parent Guaranty, the
Constituent Company Guaranty or any definition used therein, the
Guarantors affected thereby; provided, however, that Sections 12.1 and
12.16 hereof may not be terminated, amended, supplemented, waived or
modified without the written agreement or consent of the Arranger; and
provided, further, that any termination, amendment, supplement, waiver
or modification shall require the written agreement or consent of each
Lender if such termination, amendment, supplement, waiver or
modification would:

     (a)     modify any of the provisions of this Section 12.5, change
the definition of "Required Lenders" or modify or waive any provision of
an Operative Document requiring action by each Lender;

     (b)     amend, modify, waive or supplement any of the provisions of
Section 4.5 or 4.6 of this Loan Agreement;

     (c)     reduce, modify, amend or waive any fees or indemnities in
favor of any Lender, including without limitation amounts payable
pursuant to Section 11 (except that any Person may consent to any
reduction, modification, amendment or waiver of any indemnity payable to
it);

     (d)     modify, postpone, reduce or forgive, in whole or in part,
any payment of principal or Interest (other than pursuant to the terms
of the Operative Documents), or any Loan or Loan Balance (except that
any Person may consent to any modification, postponement, reduction or
forgiveness of any payment of any Fee payable to it) or, subject to
clause (c) above, any other amount payable to it under this Loan
Agreement, or modify the definition or method of calculation of Interest
(other than pursuant to the terms of the Operative Documents), Loans or
Loan Balances or any other definition which would affect the amounts to
be advanced or which are payable under the Operative Documents or
extend, modify or amend the Loan Term;

     (e)     release of any Lien granted by Borrower under the Operative
Documents or release the Parent Guaranty or the Constituent Companies
Guaranty, except as provided in the Operative Documents; or

     (f)     increase the Commitment of any Lender or subject such
Lender to additional obligations.

Notwithstanding the foregoing, neither the Parent Guaranty or the
Constituent Companies Guaranty nor any of the terms thereof may be
amended, modified or waived, unless such amendment, modification or
waiver is in writing entered into by, or approved in writing by the
Required Lenders, the Collateral Agent and the Guarantors."

     Section 1.14.     Revised Commitment Amounts. Schedule I-A to the
Loan Agreement shall be and is hereby amended and restated in its
entirety to read as Exhibit A attached hereto.

     Section 1.15.     Revised Notice Information.  Schedule  I-B, to
the Loan Agreement shall be and is hereby amended and restated in its
entirety to read as Exhibit B attached hereto.

SECTION 2.     AMENDMENTS TO PARENT GUARANTY.

     Section 2.1.     Introductory Paragraph.  The reference to "Giant
Industries, Inc., an Arizona corporation" in the introductory paragraph
to the Parent Guaranty is hereby amended and restated to read "Giant
Industries, Inc., a Delaware corporation".

     Section 2.2.     Section 5.  Subparagraph (b) of Section 5 of the
Parent Guaranty shall be and is hereby amended and restated in its
entirety to read as follows:

     "(b)     Corporate Authorization; No Contravention.  The execution,
delivery and performance by each of Giant Industries and Giant Arizona
of this Guaranty and by Giant Industries and its Subsidiaries of each
other Operative Document to which such Person is a party, have been duly
authorized by all necessary corporate action, and do not and will not:
(i) contravene the terms of any of that Person's Organization Documents;
(ii) conflict with or result in any breach or contravention of, or the
creation of any Lien under, any document evidencing any material
Contractual Obligation to which such Person is a party or any order,
injunction, writ or decree of any Governmental Authority to which such
Person or its property is subject; or (iii) violate any Requirement of
Law."

     Section 2.3.     Section 6.  (a)     Subparagraph (b)(ii) of
Section 6 of the Parent Guaranty shall be and is hereby amended and
restated in its entirety to read as follows:

     "(ii)     concurrently with the delivery of the financial
statements referred to in subsections (i) and (ii) of Section 6(a), a
Compliance Certificate in substantially the form set forth in Exhibit E-
6 to the Loan Agreement executed by a Responsible Officer, which
Compliance Certificate shall also indicate that no material change in
terms (as documented in a written amendment) has occurred with respect
to the Giant Industries Credit Agreement (or similar replacement
facility) or, in the event that a change in terms has occurred, Giant
Industries shall furnish to the Collateral Agent and the Lenders any
such amendments to the Giant Industries Credit Agreement concurrently
with delivery of the Compliance Certificate.  Additionally, said
Compliance Certificate shall (i) confirm that Bank of America, as agent
under the Giant Industries Credit Agreement, has not been terminated or
resigned its position as agent under the Giant Industries Credit
Agreement and (ii) indicate that a "Deposit Account Triggering Event"
(as defined in the Giant Industries Credit Agreement) has not occurred
or, in the event that a "Deposit Account Triggering Event" (as defined
in the Giant Industries Credit Agreement) has occurred, Giant Industries
shall provide written notice thereof to the Collateral Agent and the
Lenders within five (5) Business Days thereof.  Furthermore, attached to
each quarterly Compliance Certificate Giant Industries shall provide a
duplicate copy of the most recent signed detailed Borrowing Base Report
(which includes current collateral advance rates and bank reserves) (as
defined in the Giant Industries Credit Agreement) for the appropriate
quarterly period;"

     (b)     Subparagraph (c)(ix) of Section 6 of the Parent Guaranty
shall be and is hereby amended and restated in its entirety to read as
follows:

     "(ix)     of the formation or acquisition of any Subsidiary; and"

     (c)     Subparagraph (c) of Section 6 of the Parent Guaranty shall
be and is hereby further amended by adding a clause (x) thereto to read
as follows:

     "(x) Borrower and Giant Industries shall provide written notice
within five (5) Business Days to Collateral Agent and the Lenders of the
submittal to Borrower's and/or Giant Industries' Board of Directors or
senior management of any written plan or proposal to close all of the
Mortgaged Property, other than a planned major maintenance turnaround in
accordance with Section 3.3 of the Loan Agreement."

SECTION 3.     [RESERVED]

SECTION 4.     EFFECTIVENESS.

          This Amendment shall become effective on May 22, 2002 (the
"Effective Date") upon the satisfaction of the following conditions
precedent:

     (a)     This Amendment and all other agreements and instruments
related thereto shall have been duly authorized, executed and delivered
by each of the parties thereto, shall be in form and substance
satisfactory to each party thereto and an executed counterpart of each
thereof shall have been received by each of the parties thereto.  After
giving effect to this Amendment, the Operative Documents shall be in
full force and effect as to all parties and no Default or Event of
Default shall have occurred or be continuing.

     (b)     Since May 14, 2002, there shall have been no Material
Adverse Effect.

SECTION 5.     FEES AND EXPENSES.

Borrower agrees to pay all the reasonable fees and expenses of the
Collateral Agent and the Lender (including the reasonable expenses of
their respective counsel) in connection with the negotiation and
preparation of this Amendment.

SECTION 6.     MISCELLANEOUS.

     Section 6.1.     Guarantor Obligations.  Each Guarantor hereby
ratifies and affirms in all respects it obligations under its guaranty
and acknowledges that such guaranty shall remain in full force and
effect.

     Section 6.2.     Construction.  This Amendment shall be construed
in connection with and as part of the Loan Agreement and the other
Operative Documents, and except as modified and expressly amended by
this Amendment, all terms, conditions and covenants contained in the
Loan Agreement and the other Operative Documents are hereby ratified and
shall be and remain in full force and effect.

     Section 6.3.     Headings and Table of Contents.  The headings of
the Sections of this Amendment are inserted for purposes of convenience
only and shall not be construed to affect the meaning or construction of
any of the provisions hereof and any reference to numbered Sections,
unless otherwise indicated, are to Sections of this Amendment.

     Section 6.4.     References.  Any and all notices, requests,
certificates and other instruments executed and delivered after the
execution and delivery of this Amendment may refer to the Loan Agreement
and the other Operative Documents without making specific reference to
this Amendment but nevertheless all such references shall be deemed to
include this Amendment unless the context otherwise requires.

     Section 6.5.     Counterparts.  This Amendment may be executed in
any number of counterparts, each executed counterpart constituting an
original but all together only one Amendment.

     Section 6.6.     Governing Law.  This Amendment shall be governed
by and construed in accordance under the laws of the State of New York
without regard to conflict of law principles (other than Title 14 of
Article V of the New York General Obligation Law).

[Signature Pages begin on Next Page]


<PAGE>
Executed and delivered as of this 21 day of May, 2002.

                        GIANT YORKTOWN, INC., as Borrower

                        By: /S/ GARY R. DALKE
                           -----------------------------------
                           Name: Gary R. Dalke
                                ------------------------------
                           Its:  Vice President
                                ------------------------------



                        GIANT INDUSTRIES, INC., as a Guarantor

                        By: /S/ GARY R. DALKE
                           -----------------------------------
                           Name: Gary R. Dalke
                                ------------------------------
                           Its:  Vice President
                                ------------------------------



                        GIANT INDUSTRIES ARIZONA, INC. , as a Guarantor

                        By: /S/ GARY R. DALKE
                           -----------------------------------
                           Name: Gary R. Dalke
                                ------------------------------
                           Its:  Vice President
                                ------------------------------


<PAGE>
                       BANC OF AMERICA LEASING & CAPITAL, LLC,
                         as Lender

                       By: /S/ ALBERT Z. NORONA
                          -----------------------------------
                          Name: Albert Z. Norona
                               ------------------------------
                          Its:  Principal
                               ------------------------------



<PAGE>
                        WELLS FARGO BANK NEVADA, NATIONAL
                          ASSOCIATION, as Collateral Agent

                        By: /S/ VAL T. ORTON
                           -----------------------------------
                           Name: Val T. Orton
                                ------------------------------
                           Its:  Trust Officer
                                ------------------------------



<PAGE>
     Each of the undersigned hereby further confirms its continued
guaranty of the obligations of the Borrower under the Loan Agreement, as
amended hereby, pursuant to the terms of its guaranty on this ______ day
of ___________, 2002.

                        GIANT FOUR CORNERS, INC.

                        By: /S/ GARY R. DALKE
                           -----------------------------------
                           Name: Gary R. Dalke
                                ------------------------------
                           Its:  Vice President
                                ------------------------------

                           Address:  c/o Giant Industries, Inc.
                                     23733 North Scottsdale Road
                                     Scottsdale, Arizona  85255-3465
                                     Attention:  President

                        SAN JUAN REFINING COMPANY

                        By: /S/ GARY R. DALKE
                           -----------------------------------
                           Name: Gary R. Dalke
                                ------------------------------
                           Its:  Vice President
                                ------------------------------

                           Address:  c/o Giant Industries, Inc.
                                     23733 North Scottsdale Road
                                     Scottsdale, Arizona  85255-3465
                                     Attention:  President

                        PHOENIX FUEL CO., INC.

                        By: /S/ GARY R. DALKE
                           -----------------------------------
                           Name: Gary R. Dalke
                                ------------------------------
                           Its:  Vice President
                                ------------------------------

                           Address:  c/o Giant Industries, Inc.
                                     23733 North Scottsdale Road
                                     Scottsdale, Arizona  85255-3465
                                     Attention:  President


<PAGE>
                        GIANT MID-CONTINENT, INC.

                        By: /S/ GARY R. DALKE
                           -----------------------------------
                           Name: Gary R. Dalke
                                ------------------------------
                           Its:  Vice President
                                ------------------------------

                        Address:  c/o Giant Industries, Inc.
                                  23733 North Scottsdale Road
                                  Scottsdale, Arizona  85255-3465
                                  Attention:  President

                        GIANT STOP-N-GO OF NEW MEXICO, INC.

                        By: /S/ GARY R. DALKE
                           -----------------------------------
                           Name: Gary R. Dalke
                                ------------------------------
                           Its:  Vice President
                                ------------------------------

                           Address:  c/o Giant Industries, Inc.
                                     23733 North Scottsdale Road
                                     Scottsdale, Arizona  85255-3465
                                     Attention:  President


<PAGE>
                            SCHEDULE IA
                         TO LOAN AGREEMENT

                      DATED AS OF MAY 14, 2002

                        LENDERS' COMMITMENTS



 Lender                    Commitment              Commitment
                           Percentage

Black Diamond International Funding, Ltd.     18.21%     $7,281,481
TRS1 LLC                                      17.50%     $7,000,000
GMAC Business Credit LLC                      28.56%    $11,425,185
ORIX Financial Services, Inc.                 21.45%     $8,580,741
Transamerica Equipment Financial Services
  Corporation                                 14.28%     $5,712,593
                                              ------    -----------
                   Total:                       100%    $40,000,000






                              EXHIBIT A
                           (to Amendment)


<PAGE>
                            SCHEDULE IB
                         TO LOAN AGREEMENT
                      DATED AS OF MAY 14, 2002

1.     COLLATERAL AGENT

Address for all communications:

Wells Fargo Bank Nevada, National Association
c/o Wells Fargo Bank Northwest, National Association
79 South Main Street, 3rd Floor
Salt Lake City, Utah  84111
Attn:  Corporate Trust Department

ABA #:  121-000-248
Account No. 0510922115
Reference:  Giant Yorktown

Contact:  Eric Morgan
Phone:  (801) 246-5289

2.     BLACK DIAMOND INTERNATIONAL FUNDING, LTD.

Address for all notices, credit communications and legal documentation:

Black Diamond International Funding, Ltd.
c/o Black Diamond Capital Management, L.L.C.
One Conway Park
100 Field Drive, Suite 140
Lake Forest, IL  60045
Attn:  Loan Administrator
In the case of notices:  Phone:  (847) 582-9104
                         Fax:  (847) 582-9144

In the case of credit communications and legal documentation:
                   Phone:  (847) 615-9000
                   Fax:  (847) 615-9064

Address for wire transfers:

JP Morgan Chase Bank
Houston, Texas
ABA# 113000609
Account No.: 00102619468
BNF=: Wires Clearing-Asset Backed Securities
OBI=: Ref: Joanne Murray/Black Diamond CDO/Acct #23295-01

                              EXHIBIT B
                           (to Amendment)


<PAGE>
3.     TRS1 LLC

Address for all credit contacts:

TRS1 LLC
c/o Deutsche Bank AG, as Trustee for TRS1 LLC
1761 East St. Andrews Place
Santa Ana, CA  92705-4934
Attention:  Jennifer Bohannon
Phone:  (714) 247-6340
  Fax:  (714) 247-6475

Copy to:

TRS1 LLC
c/o Black Diamond Capital Management, L.L.C.
One Conway Park
100 Field Drive, Suite 140
Lake Forest, IL  60045
Attn:  Loan Administrator
Phone:  (847) 615-9000
  Fax:  (847) 615-9064

Administrative contacts:

Deutsche Bank AG
Attention:  Marco Ruggiero
Phone:  (201) 593-2243
  Fax:  (201) 593-2310
Reference:  TRS1 - Giant Yorktown, Inc.

Copy to:

Attention:  Loan Administrator
Phone:  (847) 615-9000
  Fax:  (847) 615-9064
Reference:  TRS1 - Giant Yorktown, Inc.

Address for wire transfers:

Bankers Trust Company
ABA# 021 001 033
Account No.: 01 419 663
Account Name:  LA Asset Based
Re:  TRS1 LLC
Reference:  Giant Yorktown, Inc.


<PAGE>
4.     GMAC BUSINESS CREDIT LLC

Address:

210 Interstate North Parkway
Suite 315
Atlanta, GA  30339

Credit contact:

Renay Jeune
Vice President, Senior Risk Manager
Phone:  (678) 553-2711
  Fax:  (678) 553-2707
E-mail:  rjeune@gmacbc.com

Operations contact:

Steffanie Williams
Assistant Vice President
Phone:  (678) 553-2727
  Fax:  (678) 553-2707
E-mail:  swilliams@gmacbc.com

Address for wire transfers:

Bank One, Michigan
Detroit, Michigan
ABA# 072 000 326
Account No.: 363-301-424


<PAGE>
5.     ORIX FINANCIAL SERVICES, INC.

Address:

600 Town Park Lane, 3rd Floor
Kennesaw, GA  30144

Credit contact:

Beth Billhime
Senior Credit Analyst
Phone:  (770) 970-6104
  Fax:  (770) 970-6001
E-mail:  bbillhime@orixfin.com

Business contact:

Tim Maloof
Vice President
Phone:  (770) 970-6133
  Fax:  (770) 970-6001
E-mail:  tmaloof@orixfin.com

Operations contact:

Joe O'Laughlin
Portfolio Administrator
Phone:  (770) 970-6143
  Fax:  (770) 970-6001
E-mail:  jolaughlin@orixfin.com

Address for wire transfers:

Mellon Bank, NA
Pittsburgh, PA
ABA# 043 000 261
Account No.: 104-1648
Account name:  ORIX Financial Services, Inc.
Reference:  Infolease Acct/Giant


<PAGE>
6.     TRANSAMERICA EQUIPMENT FINANCIAL SERVICES CORPORATION

Address:

5080 Spectrum Drive
Suite 1100 West
Addison, TX  75001

Credit and operations contact:

Pam Lenamon
Assistant Vice President - Investment Manager
Phone:  (972) 458-5925
  Fax:  (972) 458-5959
E-mail:  pam.lenamon@transamerica.com

Address for wire transfers:

Bank One, NA
1 Bank One Plaza
Chicago, IL
ABA# 071000013
Account No.: 55-41948
Reference:  Transamerica Equipment Finance and Leasing