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                                                                  EXHIBIT 10.10



Dear                   :

     You are a valuable and key employee of Kaneb Services, Inc. (the
"Company"). The Company recognizes that an attempt to effect a major change in
the control of the Company could have a disturbing and disruptive adverse
effect upon you and your employment relationship with the Company. In writing
this letter to you, management of the Company is endeavoring to foster and
encourage your continued attention and dedication to your assigned duties in
the face of potentially disturbing circumstances. Accordingly, for and in
consideration of the terms and conditions contained herein, your continued
service to the Company and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company and you hereby
agree, as follows:

     In the event a third party begins a tender or exchange offer, initiates a
proxy contest or takes other steps to effect a Change of Control (as
hereinafter defined) of the Company, the Company will pay to an escrow account
(the "Escrow Account") established at any appropriate banking or trust
institution selected by the Company ("Bank") an amount equal to 299% of your
then-current annual base salary. The escrow account will be governed by an
escrow agreement substantially in the form attached hereto, an actual copy of
which will be furnished to you upon its execution and funding. In addition, the
Company will pay into escrow any incentive compensation amounts accrued or
earned to which you are then entitled otherwise than as a result of Change of
Control.

     Thereafter, you agree that you will not voluntarily leave the employ of
the Company and will perform the services of your office until the third party
has abandoned or terminated efforts to effect a Change of Control or until a
Change of Control has occurred. In the event a Change of Control occurs, and
your employment by the Company terminates, voluntarily or involuntarily, for
any reason, you shall be paid the Escrowed Funds upon your written demand to
the Company. In the event such Change of Control is supported and endorsed by
management of the Company, you agree, upon written request of the Board of
Directors of the Company, to assist, for a period of ninety (90) days from the
date of Change of Control, in the orderly transition of management of the
Company, provided the Company shall pay any expenses you incur in connection
with such assistance.

     For the purposes of this Agreement, a "Change of Control" shall be deemed
to have taken place if: (i) a third person, including a "group" as defined in
Section 13 (d) (3) of the Securities Exchange Act of 1934, as amended, becomes
the beneficial owner of shares of the Company having 20% or more of the total
number of votes that may be cast for the election of Directors of the Company;
or (ii) as a result of, or in connection with, any cash tender or exchange
offer, merger or other business combination, restructuring or proceeding under
the bankruptcy laws, sale of assets or contested election, or any combination
of the foregoing transactions, the persons (or any combination thereof) who are
Directors of the Company 60 days prior to the closing of any such
transaction(s) cease to constitute a majority of the Board of Directors of the
Company or any successor to the Company; or (iii) as a consequence of a tender
or exchange offer or a proxy contest or third party consent solicitation, a
majority of the fair market value of the assets of the Company are distributed
to the Company's securities holders.

     The Company may withdraw the Escrowed Funds held in the Escrow Account if
one year elapses from the date of deposit by the Company of said Escrowed Funds
into the escrow account and if no written 


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demand for payment has been made by you during said one year period. If, prior
to the expiration of said one year period, there shall occur a concurrent or
subsequent event that constitutes a Change of Control, as defined herein, the
Company will not be required to make an additional deposit of Escrowed Funds,
but the one year period described herein shall be deemed to commence on the
date of the occurrence of the last such event; provided, however, that if a
period of six (6) months has expired from the date of the initial deposit of
Escrowed Funds, any incentive compensation to which you are entitled shall be
recomputed pursuant to the terms of the applicable incentive compensation plan
and an appropriate deposit or withdrawal adjustment based upon such recomputed
incentive compensation shall be made. If your employment with the Company
should terminate for any reason prior to the occurrence of the Change of
Control events described above, this agreement shall terminate and the Company
will have no further obligation to you hereunder.

     The Company shall pay any usual and customary charges of the Bank for
acting as escrow agent and will be entitled to receive any and all interest and
other income earned through the investment of the Escrowed Funds.

     The obligations of the Company contained herein shall be binding upon the
Company and upon its successors and assigns. Your rights to receive Escrow
Funds are personal to you and may not be assigned.

     It is expressly agreed and understood by you that nothing contained herein
is intended to be an employment agreement or a guarantee of employment, that
this letter is intended to be narrowly construed to address only the specific
issues set out herein, and that, without limitation, no term of employment or
job description is to be implied from this letter. Any matters not specifically
addressed herein shall be governed by the Company's then-existing employment
policies, practices and procedures, as such may be revised or amended from time
to time, or any separate written agreement as may exist between the Company and
you.

     If the foregoing accurately sets forth our mutual agreements and
understandings concerning the subject matter hereof, please so indicate by
signing in the space provided below and returning one originally executed copy
to me. A duplicate original is enclosed for your files.

                                        Very truly yours,

                                        KANEB SERVICES, INC.


                                        By:
                                           -------------------------------
                                        Name:
                                             -----------------------------
                                        Title:
                                              ----------------------------



AGREED and ACCEPTED

as of the ____ day of _________:



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