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                                                Contract No. 8364

           GENERAL AMERICAN TRANSPORTATION CORPORATION

                      Car Service Contract


      THIS AGREEMENT, made and entered into as of the 10th day of

December,  1987,  by and between GENERAL AMERICAN  TRANSPORTATION

CORPORATION,  a New York corporation ("GATX"), and  PETRO  SOURCE

CORPORATION, a Utah corporation ("Customer"),

     1.   Definitions.

          (a)  "AAR rules":  the rules adopted by the Association of
American  Railroads governing the condition  of  and  repairs  to
railroad  cars  for  the  interchange  of  freight  traffic,   as
currently in effect and as subsequently amended.

          (b)  "car" or "cars":  the car or cars described in Riders
attached to this Agreement.

          (c)  "claims":  any and all liability, charge, cost, loss,
damage, expense or demand (including for personal injury or
death), including reasonable attorneys' fees and court costs
respecting the prosecution or defense thereof.

          (d)  "cleaned of commodities":  cleaned of all commodities and
accumulations and deposits caused by commodities to the effect
that there is no measurable amount of such commodities,
accumulations and deposits remaining in the car and the car is
safe for human entry.

          (e)  "private tracks or premises":  tracks or premises having
other than railroad ownership, except that tracks or premises
belonging to a railroad and leased to others than railroads shall
be considered private tracks or premises.

          (f)  "unavoidable delay":  any GATX/Customer delay due to strike,
lockout, act of God, inability to obtain labor or materials, act
or failure to act of Customer/GATX, governmental action or
restriction, enemy action, civil commotion, fire, casualty, or
any other cause beyond the control of GATX/Customer whether or
not of the class of causes heretofore enumerated.
     
     2.   Description of Cars - Service Charges.  GATX shall furnish
to  Customer and Customer shall accept and use, on the terms  and
conditions hereinafter set forth, the car or cars for the use  of
each  of  which Customer shall pay GATX the service  charges  set
forth  on the Riders attached to this Agreement.  Service charges
with respect to each car shall commence upon delivery of each car
to  Customer and shall continue in effect, subject to  Article  6
hereof,  until  each such car is returned to GATX  in  accordance
with Article 5 hereof.  Service charges shall accrue monthly,  in
advance, upon the first day of each month, and Customer shall  be
invoiced monthly.  Except for disputed amounts, payments  of  all
charges payable by Customer to GATX under this Agreement shall be
made,  without  deduction, to GATX at the address  shown  on  the
invoice  within fifteen (15) days following the date of  invoice.
Payments  not  made within thirty (30) days of  invoice  may,  at
GATX's  option,  bear interest at the rate of 1% over  the  prime
rate  of interest quoted by Citibank N.A. per month on the unpaid
balance  (or such lesser interest rate as may be consistent  with
the law of the state of Customer's domicile) until the balance is
paid.

     3.   Delivery/Acceptance of Cars.  Each car shall be deemed
delivered to Customer hereunder upon acceptance by a railroad of
instructions to forward such car to the destination point
designated by Customer, except that any car which is already in
Customer's service under an expiring agreement or an agreement
terminated hereby shall be deemed delivered to Customer hereunder
immediately upon the expiration or termination of such agreement.
Furnishing of any car to Customer hereunder shall be subject to
unavoidable delay.  Customer shall cause each car delivered
hereunder to be inspected within five (5) days after receipt at
the destination point designated by Customer and failure of
Customer promptly to report to GATX any defect in the car shall
constitute acceptance of such car by Customer.

     4.   Inspection of Cars/Responsibility for Damage.  Customer is
responsible for having each car visually inspected prior to each
loading to determine whether such car is suitable for receiving,
transporting and discharging the commodity to be loaded therein.
Customer shall indemnify and hold GATX harmless from all claims
resulting from conditions which have or should have been
determined from such inspection.  In addition, Customer shall be
responsible for any loss of or damage (including corrosion
damage) to any commodity, or to any car or part thereof caused by
the commodity contained therein or incurred in the process of
loading or unloading such commodity, or caused by the chemical
environment in which the car is loaded, unloaded or stored, and
Customer shall indemnify GATX from all claims resulting
therefrom, unless such claims result directly from the negligent
act or mission of GATX.  As between Customer and GATX, Customer
shall be responsible for any and all risk of loss of, damage to,
or destruction of any car, or part thereof, occurring while such
car is located upon private tracks or premises other than GATX's.

     5.   Return of Cars.  Promptly upon the expiration or termination
of this Agreement with respect to any car, Customer shall return
such car to GATX in the same condition complete with all parts,
equipment and accessories as when initially delivered to
Customer, ordinary wear and tear excepted, and cleaned of
commodities; but nothing herein shall be constructed as relieving
GATX from its obligation to maintain the cars as provided in
Article 6 of this Agreement.  Each car shall be deemed returned
to GATX and service charges respecting such car shall abate
hereunder when Customer shall release such car to a forwarding
railroad within the boundaries of the United States (excluding
Alaska and Hawaii) in accordance with instructions furnished to
Customer by GATX either at the final unloading point or at such
other point mutually agreed upon between GATX and Customer.
Customer shall give GATX a minimum of thirty (30) days' advance
notice, confirmed promptly in writing, of the return date of each
car, including advice of the last contents of each such car.
GATX shall give Customer disposition instructions for each such
car prior to the later of (a) the return date specified in
Customer's notice, or (b) thirty (30) days following receipt by
GATX of Customer's notice.  Notwithstanding the foregoing,
Customer shall pay service charges at 200% of the then current
rate for any car not promptly returned pursuant to the terms
hereof or for any returned car if Customer has not caused the car
to be cleaned of commodities.
     
     GATX  may provide cleaning services with respect to some  or
all  of  the  cars.   Such cleaning services shall  be  performed
pursuant  to  a separate Car Cleaning Contract attached  to  this
Agreement.

     6.   Maintenance/Modifications/Abatement of Service Charges.

           (a)  GATX shall have each car maintained in accordance with the
AAR Rules and the rules and regulations of the U.S. Department of
Transportation  and  of  any  other  federal  authorities  having
jurisdiction  over tank car design, provided (except  for  normal
running repairs performed by railroads) GATX has been advised  or
has  actual  knowledge of the need for necessary maintenance  and
subject  to  unavoidable delay.  No maintenance,  alterations  or
repairs  to  any  car  shall be made or  authorized  by  Customer
without GATX's prior written consent except that Customer  shall,
at  its  expense, replace any removable tank parts (dome  covers,
outlet   caps,  etc.)  if  lost  or  damaged.   Any  maintenance,
alteration, repair or replacement to any car or part thereof made
by Customer shall be done to standards and with parts that are of
like  kind and at least equal quality to items being repaired  or
replaced.  If Customer has or obtains information indicating that
any  car  requires  maintenance, Customer shall  promptly  notify
GATX.   Upon request by GATX, Customer shall make any car needing
maintenance available at a car repair location designated by GATX
cleaned  of  commodities.  If any car is in need of  maintenance,
modification  or alteration determined by GATX to be uneconomical
to perform or if any car is determined by a railroad to have been
destroyed,  GATX has the option to terminate this Agreement  with
respect  to  such  car  effective upon notification  by  GATX  to
Customer  or to substitute another car of approximately the  same
age,  type  and capacity under this Agreement within a period  of
time not to exceed sixty (60) days.

     (b)  If a physical alteration or modification to any car is
required by the AAR or any government, agency, group or committee
exercising authority over tank car design or operation, GATX may,
at its option, perform such alterations or modifications and
Customer shall pay GATX as an additional charge an amount equal
to the greater of (i) $1.50 per car per month for each $100.00
per car cost to GATX to perform such changes or (ii) such
additional monthly charge as will cover the cost of the
modification or alteration, including GATX's then current cost or
money, over the estimated life of such modifications or
alterations or of the car.  Such charge will be effective upon
date of acceptance by a railroad of instructions to forward such
car to Customer after such change has been completed.  Should
GATX elect to make the alterations or modifications as aforesaid,
Customer shall, upon notice from GATX, make the car available at
a car repair location designated by GATX cleaned of commodities.

     (c)        (I)  When any car is moved to a car repair location (other
than railroad shops) at GATX's request for maintenance,
alteration or modification pursuant to this Article 6, service
charges shall abate upon the date of arrival of such car at such
GATX designated car repair location and shall resume at the end
of the third day following acceptance by a railroad of
instructions to return such car to Customer.

               (II) If any car is damaged in a railroad accident and the
railroad  delays  in deciding whether such car is  to  be  deemed
destroyed,  service  charges for such car  shall  abate  for  the
period commencing on the fifth day following the date upon  which
GATX  receive  notification  of such railroad  damage  and  shall
resume  at  the  end of the third day following acceptance  by  a
railroad of instructions to return said car to Customer.

              (III)     If any car maintenance is performed other than as set
forth above, service charges shall abate for such car commencing
upon the fifth day following the date upon which GATX shall
receive notice of the need for such maintenance, and shall resume
upon the date on which such maintenance is completed.
(IV) Notwithstanding the foregoing, service charges for any car
shall not abate (A) while such car is out of service (i) due to
damage for which Customer is responsible under this Agreement,
(ii) for lining application, maintenance, renewal or removal,
(iii) during periods of Customer delay in forwarding the car to a
GATX designated facility, (iv) for work, other than normal
maintenance, performed at Customer's request, or (v) for
alteration or modification performed pursuant to Article 6(b; or,
(B) if Customer has not caused the car to be cleaned of
commodities as required under this Agreement.
     
       7.   Lining.  Customer shall pay the cost of the interior lining
of  any car and shall, at its sole cost and expense, maintain and
renew  all car linings (both new and currently existing) whenever
necessary  during  the  term  of this Agreement,  including  when
necessitated by repair to other portions of the car; and Customer
is responsible for removing the lining from each car prior to its
return to GATX at the expiration or termination of this Agreement
with   respect  to  such  car.   This  Article  7  shall   govern
notwithstanding anything to the contrary in Article 6 hereof.

     8.   Reports, Mileage and Charges.  Customer shall furnish GATX
promptly with complete reports of the movements of each of the
cars, including dates loaded and shipped, commodity, destination,
and full junction routing.  GATX shall use its best efforts to
collect mileage earnings as paid by the railroads for car
movements during the term hereof and shall credit such earnings
to Customer's car service account when collected.  For purposes
of mileage accounting, all cars under all Car Service Contracts
between GATX and Customer may be, at GATX's option, combined into
a single account for the term of this Agreement, provided that
the total mileage earnings so credited shall not exceed the
aggregate car service charges payable by Customer thereunder.  If
the operation of any car during the term of this Agreement would
result in charges being made against GATX by any railroad with
respect to such car in accordance with the then prevailing
tariffs or other applicable rules and regulations to which such
railroad is a party, Customer shall pay GATX for such charges
within the period specified by such tariffs, rules or
regulations; and Customer shall use the cars upon each railroad
over which the cars move in accordance with such tariffs, rules
and regulations to which such railroad is a party.

     9.   Lettering of Cars.  Customer shall place no lettering or
marking of any kind upon the cars without GATX's prior written
consent; except that for the purpose of evidencing the operation
of the cars in Customer's service hereunder or for purposes of
indicating the nature of the material carried in the cars,
Customer shall be permitted to board, placard or stencil the cars
as required or permitted by the AAR Rules or the rules or
regulations of any federal authority having authority over the
lettering of tank cars with letters no greater than two (2)
inches high (unless otherwise required by said authorities). Any
lettering or marking done by Customer must be removed from the
cars at Customer's expense upon termination of this Agreement.

     10.  Taxes.  GATX is responsible for payment of all ad valorem
property taxes levied upon the cars and for filing all necessary
returns and reports for such taxes.  Customer shall pay, or cause
to be paid, or shall reimburse GATX for all other taxes,
including, but not limited to, sales, use, rental, gross income,
and excise taxes (except net income taxes) as may be levied or
assessed against GATX or Customer in connection with this
Agreement, or arising out of any sale, lease, rental, use,
operation, ownership, payment, shipment, or delivery of any cars.

    11.  Indemnification.  Customer shall indemnify and save harmless
GATX from and against all claims made against GATX or which GATX
may incur arising out of Customer's failure to comply with the
terms and conditions of this Agreement, unless and to the extent
such claim results from GATX's negligent act or omission, or is a
claim for which a railroad(s) is responsible and has satisfied
such responsibility.  All indemnities contained in this Agreement
shall survive the termination of this Agreement, howsoever the
same shall occur.

    12.  Assignment/Subcontracting/Liens.  The cars shall be used
exclusively in the service of Customer, and Customer shall not
furnish, assign or subcontract any car, or make any transfer or
assignment of this Agreement, without GATX's prior written
consent, except that Customer may furnish any car for single
trips to its customers or to its suppliers in accordance with the
provisions of demurrage tariffs lawfully in effect, and provided
that Customer shall remain liable to GATX for the fulfillment of
all obligations under this Agreement.  In the event Customer
furnishes, assigns or subcontracts any car in violation of the
foregoing, Customer shall pay GATX a daily surcharge equal to
100% of the prorated daily service charge for such car during the
period of such furnishing, assignment or subcontract.  This
Agreement and the rights of Customer herein shall not be
assignable or transferable by operation of law; and no title,
leasehold, or property interest of any kind shall vest in
Customer, or in Customer's successors or assigns, by reason of
this Agreement, or by reason of the delivery of the cars to, or
the use of the cars by, Customer, its successors or assigns
subject to the foregoing limitations on assignment and
subcontracting, this Agreement is binding upon and shall inure to
the benefit of the parties hereto and their successor and
assigns.  Customer shall not permit any encumbrance or lien
arising out of acts of or claim against Customer to be entered,
levied, or to exist upon any car; and Customer shall have any
such encumbrance or lien removed immediately after becoming aware
of the existence thereof or upon written notice thereof from
GATX.

     13.  Remedies.  If Customer shall fail to perform any of its
obligations under this Agreement, GATX may (a) without notice or
demand immediately terminate this Agreement with respect to any
or all of the cars covered hereunder and thereafter take
possession of any or all of such cars; or (b) upon seven (7) days
prior written notice to Customer, change the term of this
Agreement to a month-to-month term, subject to termination
thereafter upon ten (10) days prior written notice from either
party to the other; or (c) permit Customer to retain possession
of any or all cars under this Agreement as the same may continue
in force provided Customer shall, within five (5) days after
written notice from GATX cure any and all defaults under this
Agreement, and shall also, within said five (5) day period,
provide to GATX adequate assurances (including collateral
security) of future full performance of this Agreement, so that
all amounts due hereunder shall promptly be paid by Customer to
GATX when they shall become due, and that all covenants hereunder
to be performed by Customer shall be promptly performed by it in
the manner provided herein.
     The  Customer  shall  be  liable to  GATX  for  all  charges
hereunder  and no termination nor modification of this  Agreement
shall  affect  or  modify  any  rights,  claims,  or  obligations
hereunder  which shall have accrued prior to such termination  or
modification, except as otherwise specifically provided  by  such
termination or modification.

     Upon  termination by GATX of this Agreement as permitted  by
this Article 13, Customer shall thereupon, without further act or
deed by GATX, be completely divested of any and all of Customer's
rights and interests, if any, under this Agreement, and in and to
any  and  all  cars  covered hereby.   GATX  shall  thereupon  be
entitled  to  the  immediate return of any  and  all  such  cars,
cleaned of commodities, all at Customer's expense.

     In   the   event   bankruptcy,   receivership,   insolvency,
reorganization,   dissolution,  liquidation  or   other   similar
proceeding is instituted by or against Customer, under the United
States  Bankruptcy Code or other law of the United States or  any
State,  then,  unless  the  Customer,  as  debtor  or  debtor-in-
possession  in  any  such bankruptcy or other proceeding  or  any
Trustee  acting  therein, shall comply  with  the  provisions  of
Section 365 of the United States Bankruptcy Code (as now existing
or  hereafter  amended), GATX shall be entitled to the  immediate
return  of  all  cars covered hereby cleaned of  commodities,  by
summary  proceedings, or otherwise, with no liability  by  reason
thereof.   Customer  hereby waives any rights  now  or  hereafter
conferred  by  statute or otherwise to object to or  contest  any
such  legal  action or proceeding instituted by GATX  to  recover
possession of the cars.

     The rights and remedies herein given to GATX in no way limit
its right and remedies at law or in equity.

     14.   Use  of Cars.  No car shall be utilized in unit  train
service,  nor shall the average loaded mileage of all cars  under
this Agreement exceed eighteen thousand (18,000) miles during any
calendar  year  during the term hereof, unless  consented  to  in
writing  by GATX in advance of such use.  The cars shall be  used
exclusively within the boundaries of the United States (excluding
Alaska  and  Hawaii), Canada and Mexico.  Customer is responsible
for  all taxes and duties and for complying with all governmental
requirements  arising  out  of any of  the  cars  leaving,  being
outside  of, or returning to the boundaries of the United States;
and  Customer shall defend and hold harmless GATX from any  claim
connected  therewith.  Customer shall comply  with  all  AAR  and
governmental regulations respecting the use and operation of each
of the cars during the term of this Agreement.

     15.  Limitation of Obligations.  GATX's/Customer's obligations
under this Agreement are limited to those expressly set forth
herein, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY GATX.  IN NO
EVENT SHALL GATX/CUSTOMER HAVE ANY LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES.

     16.  Subordination.  This Agreement and all rights of Customer
(and of any persons claiming or who may hereafter claim under or
through Customer) under this Agreement, including any purchase
option or options provided for herein are hereby made subject and
subordinate to any leveraged lease, chattel mortgage, conditional
sale or other financing agreement heretofore or hereafter
established with respect to any of the cars including any
equipment trust agreement and to all rights of a trustee under
any such agreement.  Any assignment, subcontract, or loan of cars
made by Customer pursuant to Article 12 of this Agreement shall
be expressly made subject to the above subordination.  At the
request of GATX, the cars may be lettered or marked to identify
the legal owner of the cars at no expense to Customer.  If during
the continuance of this Agreement, any such marking shall at any
time be removed or become illegible in whole or in part, Customer
shall immediately cause such marking to be restored or replaced
at GATX's expense.
     
       (c)  Miscellaneous.  This Agreement, together with any and all
exhibits   attached  hereto,  constitutes  the  entire  agreement
between  GATX and customer.  This Agreement may not  be  amended,
altered,  or  changed except by written agreement signed  by  the
parties hereto.  No waiver of any provision of this Agreement  or
consent  to any departure by Customer or GATX therefrom shall  be
effective  unless  the same shall be in writing  signed  by  both
parties  and then such waiver or consent shall be effective  only
in  the  specific instance and for the purpose for  which  given.
The   headings  that  have  been  used  herein  are  solely   for
convenience and shall not be construed in any event or manner  as
interpretive or limiting the interpretation of this Agreement.

     The  invalidity of any provision of this Agreement shall not
affect  the  remainder  hereof, which  shall  in  such  event  be
construed as if such invalid provision had not been inserted.

     In  the  event the AAR Rules conflict with any provision  of
this Agreement, the provision of this Agreement shall control

     This Agreement shall be governed by and construed under  the
laws of the State of Illinois.

     17.   Term.   Unless otherwise terminated pursuant  to  this
Agreement,  this Agreement shall remain in full force and  effect
until  the  expiration of all Riders attached hereto.  Customer's
obligations  to GATX under this Agreement, however, shall  remain
in  full force and effect until the time all cars are returned to
GATX pursuant to Article 5 of this Agreement.

    18.  Notices.  All notices hereunder shall be in writing and
shall be deemed delivered when mailed, postage prepaid, as
follows:
    
     To Customer:
     
     PETRO SOURCE CORPORATION
     P. O. box 27
     Salt Lake City, Utah     Attention:  Vice President
     84110.
     
     To GATX:
     
     General American Transportation Corporation
     120 s. Riverside Plaza
     Chicago, IL  60606       Attention:  Contract Administrator




      IN  WITNESS WHEREOF, the parties hereto have executed  this
instrument as of the day and year first above mentioned.

ATTEST:             GENERAL AMERICAN TRANSPORTATION CORPORATION



Karen De Long           By:  J.L.Moran
Assistant Secretary          Senior Vice president

(Customer to affix
its corporate seal here)
ATTEST:                       PETRO SOURCE CORPORATION
                          __________________________________

____________________   By: William Howard
Secretary                     Vice President






              Amendment No. 1 to Contract No. 8364
                                
     THIS  AMENDMENT,  made  and entered into  this  1st  day  of
November,  1994,  by and between GENERAL AMERICAN  TRANSPORTATION
CORPORATION     ,  a  New York corporation,  ("GATX")  and  PETRO
SOURCE CORPORATION  , A Utah corporation, ("Customer").

     WHEREAS, GATX and Customer entered into Car Service contract
No. 8364 on December 10, 1987; and;

     WHEREAS,  GATX and Customer desire to amend the Car  Service
Contract on the terms hereinafter set forth.

     NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES  SET
FORTH BELOW, THE PARTIES HERETO AGREE AS FOLLOWS:

A.    The  Car  Cleaning contract appended  to  the  Car  Service
Contract  is  hereby deleted and the following  inserted  in  its
place:

Car Cleaning Contract

     Subject  to  the terms and conditions of this  Car  cleaning
Contract  ("Contract"), GATX agrees that is will  clean  any  car
furnished  to Customer under the Car Service Contract at  a  GATX
car  cleaning facility when such cleaning is necessary for repair
of  such  car  by  GATX under the Car Service Contract,  and,  at
GATX's discretion, upon return to GATX at the termination of  the
Car Service contract.

     The term "Waste Material" shall mean material removed from a
GATX car at a GATX designated car cleaning facility in accordance
with  the  terms  of  this  Contract.   Waste  Material  includes
material removed from a car and (I) disposed of by GATX as  waste
or (ii) sold or recycled by GATX as reusable product.

     1.   Services.  Subject to unavoidable delay, GATX shall collect,
contain,  treat, handle, recycle or dispose of Waste Material  as
described in the Waste Profile (as defined below) and the Uniform
Hazardous Waste Manifest issued by customer to GATX and  accepted
by  GATX.   GATX  shall  have a car cleaned  at  a  car  cleaning
facility owned and operated by GATX.  Upon agreement between GATX
and  Customer  the  car may be cleaned at a  facility  owned  and
operated by another party.

     GATX retains the right to refuse to clean any car containing
any  particular Waste Material.  In such event, GATX shall notify
Customer and Customer shall have the car cleaned elsewhere.

     2.   Waste profile.  Customer shall provide GATX with a written
physical   and   chemical  description  and  an   analysis   (the
description and analysis are collectively the "Waste Profile") of
the  Waste  material to be handled by GATX hereunder.  The  Waste
Profile  shall  include approximate percentage concentrations  of
the  constituents  of the Waste Material, shall  list  any  known
unique chemical characteristics and shall describe the processes,
if  known,  which generated the Waste material that would  be  of
significance  to  the proper handling of the Waste  Material.   A
Material  Safety  Data sheet covering the Waste material  or  any
component  thereof shall accompany the Waste Profile.  The  Waste
Profile shall be provided to GATX before GATX takes possession of
the Waste Material.

    3.   Non-conforming Waste.
     A.   Waste Material shall be deemed "Non-conforming" if:

          a.   Waste Material does not conform in any material respect to
     the specifications, descriptions, analysis or limitations stated
     in the Waste Profile; or
     
          b.   Waste Material contains components which are not
specifically identified in the Waste Profile ("Unidentified
Components"); and
               i.   the Unidentified Components increase the nature or extent of
          the hazard or risk retention undertaken by GATX in handling or
          disposing of the Waste material; or
          
              ii.  GATX's facility is not designed or permitted to handle,
          store, recycle or dispose of the Waste Material containing the
          unidentified Components.
     
     B.   If GATX determines that any Waste material delivered to GATX
by Customer is Non-Conforming, GATX shall notify Customer and the
parties  shall arrange for satisfactory disposition of the  Waste
Material  by  Customer.   If the parties  cannot  reach  such  an
agreement,  GATX  may reject and return any Non-Conforming  Waste
material to Customer by any means at Customer's cost.

     4.   Title.  Title to the Waste material shall pass from customer
to  GATX  upon removal of the Waste Material from the  car  at  a
cleaning  facility  owned and operated by GATX.   Title  to  Non-
Conforming   Waste  Material  shall  revest  in   Customer   upon
notification  to  Customer  of  GATX''  rejection  of  the  Waste
Material  pursuant to Section 3 B, above, unless GATX  agrees  in
writing  to  perform services with respect to such Non-Conforming
Waste  material pursuant to the terms of this Contract and for  a
price to be agreed.

     5.   GATX Warranties.  GATX represents and warrants to Customer
that:
     
     A.   GATX understands the currently known environmental hazards
and  risks involved in the handling of the Waste Materials  which
are described on the Waste profiles.

     B.   Any disposal facility owned and operated by GATX used for
disposal of Waste Materials hereunder has or will have at the
time of disposal all permits, licenses, certificates or approvals
which are required by applicable laws.

     C.   Cleaning services performed at a cleaning facility owned and
operated by GATX shall be performed in accordance with the
standards prevailing in the tank car cleaning industry and shall
comply with all federal, state and local laws and regulations
applicable to such services.
     
     6.   Customer Warranties.  Customer represents and warrants to
GATX that:

     A.   The description of the Waste Material on each Waste Profile
is true and correct in all material respects.

     B.   After designating the components of the Waste material on
each Waste Profile, Customer will not mix the Waste material with
other materials or otherwise cause the material alteration of the
characteristics or components of the Waste Material.

     C.   Any manifest or shipping document which Customer is required
by applicable laws to deliver to GATX at the time of tender of
the Waste Material shall be delivered in the form and number
required and shall be prepared in the manner and executed by
those persons specified in such laws.
     
     7.   Compensation.  The costs for cleaning any car hereunder at a
cleaning  facility  owned and operated by GATX  will  be  at  the
prices currently established by GATX at the time of the cleaning.
If,  upon agreement between GATX and Customer the car is  cleaned
at  a facility owned and operated by another party, the costs for
cleaning such car will be the prices charged by that facility for
its services.

     8.   Cars to be Empty.  The base prices for cleaning cars
hereunder at a facility owned and operated by GATX is based on
the assumption that the car to be cleaned is "empty" (containing
less than one (1) inch of residue at the deepest point in the car
or one atmosphere of pressure).  If any car is received by GATX
not in an empty condition, either (i) the car will be returned to
Customer at its expense and all service charges under the Car
Service Agreement will continue, or (ii) Customer and GATX will
agree upon the price for cleaning that car.

     9.   Prohibited Commodities.  GATX shall notify Customer from
time to time of those materials which Customer is prohibited from
sending to any GATX designated facility at any time or to any
disposition point at the expiration or termination of the Car
Service Contract.  Any car containing any such materials shall be
cleaned of commodities by Customer prior to the forwarding or
movement of such car to any such point.  If not so cleaned, such
car shall be returned to Customer at its expense for cleaning and
all service charges under the Car Service Contract shall continue
until such car is returned to GATX cleaned of commodities.

    10.  GATX Indemnity.  GATX shall indemnify, defend and hold
Customer harmless from and against costs, claims, expenses and
causes of action brought against or paid or incurred by Customer
arising out of the handling, storage, transportation or disposal
of Waste Material title to which has passed to GATX pursuant to
this Contract.

   11.  Customer Indemnity.  Customer shall indemnify, defend and
hold GATX harmless from and against costs, claims, expenses and
causes of action brought against or paid or incurred by GATX
arising out of any error or omission in the Waste Profile or
Uniform Hazardous Waste Manifest issued by Customer to GATX
pursuant to this Contract.

   12.  Miscellaneous.  This Contract is subject to all the terms
and conditions of the Car Service Contract.

B.    Article 8 of the Car Service Contract is hereby amended  by
deleting the first sentence thereof.

C.    Article 11 of the Car Service Contract is hereby amended to
read as follows:

     a.    Except  as  otherwise provided in Article  4  of  this
     Agreement,  Customer shall indemnify and save harmless  GATX
     from  and against all claims made against GATX or which GATX
     may  incur arising out of Customer's failure to comply  with
     the  terms and conditions of this Agreement, except  to  the
     extent  such  claim is a claim for which  a  railroad(s)  is
     responsible  and  has  satisfied such  responsibility;  and,
     provided, that to the extent any negligence on the  part  of
     GATX  is a legal cause of such claim, Customer's obligations
     to  indemnify and hold GATX harmless shall be reduced by  an
     amount which corresponds to the extent of GATX's negligence.
     
     b.    All  indemnities  contained in  this  Agreement  shall
     survive  the  termination of this Agreement,  howsoever  the
     same shall occur.
     
D.   The first sentence of Article 12 of the Car Service Contract
is hereby amended to read as follows:

     THE  CARS  SHALL  BE  USED EXCLUSIVELY  IN  THE  SERVICE  OF
     CUSTOMER,   AND  CUSTOMER  SHALL  NOT  FURNISH,  ASSIGN   OR
     SUBCONTRACT  ANY CAR, OR MAKE ANY TRANSFER OR ASSIGNMENT  OF
     THIS AGREEMENT, WITHOUT GATX'S PRIOR WRITTEN CONSENT, except
     that  Customer may furnish any car for single trips  to  its
     customers  or  to  its  suppliers  in  accordance  with  the
     provisions  of  demurrage tariffs lawfully  in  effect,  and
     provided that Customer shall remain liable to GATX  for  the
     fulfillment of all obligations under this Agreement.
     
E.    The last sentence of Article 15 of the Car Service Contract
is hereby amended to read as follows:

     IN  NO  EVENT SHALL EITHER PARTY HAVE ANY LIABILITY  TO  THE
     OTHER  FOR  CONSEQUENTIAL OR INCIDENTAL DAMAGE,  WHETHER  IN
     CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
     
F.   The last sentence of Article 17 is hereby amended to read as
     follows:
     
     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER  THE
     LAWS OF THE STATE OF ILLINOIS.
     
GENERAL AMERICAN TRANSPORTATION CORPORATION


By: ____________________
    General Manager

PETRO SOURCE CORPORATION


By: _________________________________________________
     Title


              Amendment No. 2 to Contract No. 8364

Gentlemen:

Please  reference  the Car Service Contract  dated  December  10,
1987,  by and between GENERAL AMERICAN TRANSPORTATION CORPORATION
("GATX") AND PETRO SOURCE CORPORATION ("PETRO") which contract is
hereinafter referred to as the "Contract".

WHEREAS,  CROWN  ASPHALT PRODUCTS COMPANY ("CROWN")  has  assumed
effective   July   1,  1998,  all  responsibilities,   continuing
obligations, and future business of PETRO;

WHEREAS, PETRO has assigned the Contract to CROWN pursuant to the
aforesaid assumption, subject to the consent of GATX.

NOW, THEREFORE, the parties hereto agree as follows:

FIRST:   GATX hereby consents to the assignment by PETRO  of  its
rights and interests under the Contract to CROWN.

SECOND:   CROWN  agrees to and hereby does accept the  assignment
and  expressly  assumes and agrees to pay all of  PETRO's  debts,
obligations,  liabilities,  charges  and  indemnities  under  the
Contract.  CROWN further assumes and agrees to perform  each  and
every  duty  and  obligation to be performed by PETRO  under  the
Contract in accordance with the terms thereof.

THIRD:   This letter, when signed by GATX and confirmed by CROWN,
shall  constitute an amendment to the Contract effective July  1,
1998.   PETRO  and  CROWN  agree that car service  invoicing  and
credits  for  mileage earnings will be issued by  GATX  to  CROWN
effective  as  of October 1, 1998.  Any adjustments  thereto  for
this  period after the effective date hereof and October 1,  1998
shall be made between PETRO and CROWN.

                         Very truly yours,

                         GENERAL AMERICAN TRANSPORTATION
                         CORPORATION


                         By:___________________________________________
                              Manager of Fleet Portfolio & Pricing

CROWN ASPHALT PRODUCTS COMPANY

BY: __________________________________
     Title