Exhibit 2


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                                 ASSET TRANSFER

                                       AND

                         LIABILITY ASSUMPTION AGREEMENT

                                      among

                                STAR ENTERPRISE,

                              SAUDI REFINING, INC.,

                   TEXACO REFINING AND MARKETING (EAST) INC.,

                               SHELL OIL COMPANY,

                          SHELL NORCO REFINING COMPANY,

                                       AND

                             MOTIVA ENTERPRISES LLC


                                   dated as of

                                  July 1, 1998


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ASSET TRANSFER AGREEMENT


<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


                                                                                                    Page



<S>                                                                                                    <C>
ARTICLE I  DEFINITIONS AND USAGE.....................................................................  1
         SECTION 1.1.  Defined Terms.................................................................  1

ARTICLE II  CONTRIBUTIONS TO THE COMPANY.............................................................  2
         SECTION 2.1.  Contribution of Assets........................................................  2
         SECTION 2.2.  Transfer Subject to Permitted Exceptions and Agreement Terms..................  2
         SECTION 2.3.  Excluded Assets...............................................................  2
         SECTION 2.4.  Assignment of Contracts and Rights; Equitable Ownership.......................  2

ARTICLE III  ASSUMPTION OF LIABILITIES...............................................................  4
         SECTION 3.1.  Assumed Liabilities and Obligations; Exclusions...............................  4

ARTICLE IV  INSTRUMENTS OF TRANSFER..................................................................  4
         SECTION 4.1.  Shell Instruments of Transfer.................................................  4
         SECTION 4.2.  Star Instruments of Transfer..................................................  5

ARTICLE V  CERTAIN POST-CLOSING MATTERS..............................................................  6
         SECTION 5.1.  Post-Closing Recordings.......................................................  6
         SECTION 5.2.  Access to and Retention of Records............................................  7
         SECTION 5.3.  Availability of Personnel.....................................................  8
         SECTION 5.4.  Mail; Payments................................................................  8
         SECTION 5.5.  Existing Insurance Coverage...................................................  9

ARTICLE VI  REPRESENTATIONS AND WARRANTIES........................................................... 10
         SECTION 6.1.  Representations and Warranties of Shell and Shell Norco....................... 10
</TABLE>


                                       (i)
ASSET TRANSFER AGREEMENT

<PAGE>

<TABLE>
<S>                                                                                                   <C>
                  (a)      Good, Indefeasible or Marketable Title.................................... 10
                  (b)      Pro Forma Financial Information........................................... 11
                  (c)      Shell Contributed Assets.................................................. 11
         SECTION 6.2.  Representations and Warranties Regarding Star................................. 11
                  (a)      Good, Indefeasible or Marketable Title.................................... 12
                  (b)      Financial Information..................................................... 12
                  (c)      Star Contributed Assets................................................... 12

ARTICLE VII  MISCELLANEOUS........................................................................... 13
         SECTION 7.1.  Further Assurance............................................................. 13
         SECTION 7.2.  Effectiveness................................................................. 13
         SECTION 7.3.  Exclusivity................................................................... 13
</TABLE>


<TABLE>
<CAPTION>

SCHEDULES

<S>                          <C>
Schedule A                   Usage and Definitions
Schedule B                   Procedural Conventions and Dispute Resolution
Schedule C                   Shell Shared Assets
Schedule D                   Shell Common Contracts
Schedule 2.1A                Shell Asset List
Schedule 2.1B                Star Asset List
Schedule 2.3A                Shell Excluded Assets
Schedule 2.3B                Star Excluded Assets
Schedule 3.1A                Shell Assumed Liabilities
Schedule 3.1B                Star Assumed Liabilities

</TABLE>




                                      (ii)
ASSET TRANSFER AGREEMENT

<PAGE>
EXHIBITS
--------

<TABLE>
<CAPTION>

<S>                          <C>                                                           
Exhibit A-1                  Shell Contributed Asset Master Bill of Sale
Exhibit A-2                  Star Contributed Asset Master Bill of Sale
Exhibit B-1                  Shell Contributed Asset Master Assignment
                                and Assumption of Contracts
Exhibit B-2                  Star Contributed Asset Master Assignment
                                and Assumption of Contracts
Exhibit C-1                  Shell Contributed Asset Master Assignment
                                and Assumption of Leases
Exhibit C-2                  Star Contributed Asset Master Assignment
                                and Assumption of Leases
Exhibit D-1                  Shell Contributed Asset Master Deed
Exhibit D-2                  Star Contributed Asset Master Deed
Exhibit E-1                  Shell Contributed Asset Master Assignment of Permits
Exhibit E-2                  Star Contributed Asset Master Assignment of Permits
Exhibit F-1                  Shell Contributed Asset Master Subleases
                                and Assignment and Assumption of Sublessor's
                                Interest in User Subleases (Financing Leases)
Exhibit F-2                  Shell Contributed Asset Master Subleases
                                and Assumption of Sublessor's Interest
                                in User Subleases (Operating Leases)
Exhibit F-3                  Star Contributed Asset Master Subleases
                                and Assumption of Sublessor's Interest
                                 in User Subleases (Financing Leases)
Exhibit F-4                  Star Contributed Asset Master Subleases
                                and Assumption of Sublessor's Interest
                                in User Subleases (Operating Leases)
Exhibit G-1                  Shell Deed
Exhibit G-2                  Star Deed
Exhibit H-1                  Shell Assignment and Assumption of Leases
Exhibit H-2                  Star Assignment and Assumption of Leases
Exhibit Y-1                  Description of Norco Refinery
Exhibit Y-2                  Description of Delaware City Refinery
Exhibit Y-3                  Description of Convent Refinery
Exhibit Y-4                  Description of Port Arthur Refinery
</TABLE>




                                      (iii)
ASSET TRANSFER AGREEMENT

<PAGE>


         ASSET TRANSFER AND LIABILITY  ASSUMPTION AGREEMENT (the "Asset Transfer
Agreement"), dated as of July 1, 1998, among Star Enterprise, a New York general
partnership  ("Star"),  Saudi Refining,  Inc., a Delaware  corporation  ("SRI"),
Texaco  Refining  and  Marketing  (East)  Inc.,  a Delaware  corporation  ("TRMI
(East)"),  Shell Oil  Company,  a Delaware  corporation  ("Shell"),  Shell Norco
Refining Company, a Delaware  corporation ("Shell Norco") and Motiva Enterprises
LLC, a Delaware limited liability company (the "Company").


                                R E C I T A L S :
                                - - - - - - - -


         WHEREAS,  Texaco,  Shell and SRI have entered into a Master  Agreement,
dated as of June 22, 1998, whereby they have agreed,  inter alia, to enter into,
and to cause the Company, Star and Shell Norco to enter into this Asset Transfer
Agreement and certain  other Motiva Joint  Venture  Documents for the purpose of
organizing and operating the Company.


         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  and  agreements  herein  contained,  and for other good and  valuable
consideration, the receipt and adequacy of which are acknowledged by each of the
parties hereto, the parties hereby agree as follows:


                                    ARTICLE I

                              DEFINITIONS AND USAGE

         SECTION 1.1. Defined Terms. Unless the context shall otherwise require,
terms used and not defined  herein shall have the meanings  assigned  thereto in
Schedule  A hereto  and all  rules as to usage  set forth  therein  shall  apply
hereto.   Schedule  B  hereto  contains  provisions   regarding  the  Procedural
Conventions  and  Dispute  Resolution  which shall  govern  this Asset  Transfer
Agreement.  Such Schedules A and B are hereby  incorporated herein by reference.



0000FQNS.W51

ASSET TRANSFER AGREEMENT




<PAGE>


                                   ARTICLE II

                          CONTRIBUTIONS TO THE COMPANY




          SECTION 2.1.  Contribution of Assets.  At the Effective Time: 

         (a)  First,  SRI and TRMI  (East),  severally,  shall (i) cause Star to
transfer directly to the Company all of Star's right,  title and interest in the
Star Contributed  Assets and (ii) transfer  directly to the Company all of their
respective right, title and interest in StarStaff Inc.; and

         (b) Second,  Shell and Shell  Norco shall each  transfer or cause to be
transferred  directly to the Company all of its and its Affiliates' right, title
and interest in the Shell Contributed Assets.

         SECTION 2.2. Transfer Subject to  Permitted  Exceptions  and  Agreement
Terms.  The  Contributed  Assets shall be transferred to the Company  subject to
Permitted  Exceptions and in accordance  with, and subject to, all provisions of
the Master Agreement and this Asset Transfer Agreement whether or not any of the
Transfer Instruments contains a specific exception for or reference to Permitted
Exceptions, the Master Agreement or this Asset Transfer Agreement.

         SECTION 2.3. Excluded Assets. No party to this Asset Transfer Agreement
nor any of its  Affiliates  shall  transfer  any right,  title or interest  with
respect to the Excluded Assets.

         SECTION 2.4. Assignment of Contracts and Rights; Equitable Ownership.
(a)  Without  limitation  to any  representation,  warranty  or  indemnification
obligation  set forth in the Master  Agreement,  this Asset  Transfer  Agreement
shall not constitute an agreement to assign or assume any  Contributed  Contract
or any claim,  right,  benefit,  or liability  thereunder,  if such  assignment,
without the approval or consent of a Third Party  thereto,  would be ineffective
or would constitute a breach or other contravention  thereof or give rise to any
right of termination  thereof and such approval or consent is not obtained.  The
party required to contribute such Contributed  Contract shall use its reasonable
efforts (which shall not require any payment of money to any Third Party by such
party or any of its  Affiliates) to obtain the approval or consent of such Third
Party for the assignment to or assumption by the Company of any such Contributed
Contract,  claim, right,  benefit or liability arising thereunder.  If as of the
Effective  Time such  assignment or assumption  will be ineffective or will give
rise to any  right  of  termination

                                   -2-

ASSET TRANSFER AGREEMENT   

<PAGE>

thereof,   the  parties  will  cooperate  in  arranging  a  mutually   agreeable
alternative  to enable  the  Company  to obtain  the  benefits  and  assume  the
obligations under such Contributed  Contract as of the Effective Time or as soon
as practicable  thereafter (including through a sub-contracting,  sub-licensing,
sub-participation or sub-leasing arrangement,  or an arrangement under which the
Person  contributing  such Contributed  Contract would enforce such Contract for
the  benefit  of the  Company,  with the  Company,  to the  extent  permissible,
assuming  such  Person's  executory  obligations  and any and all rights of such
Person against the other party  thereto).  If the approval of the other party to
such Contributed Contract is obtained, such approval will, as between the Person
contributing   such   Contributed   Contract  and  the  Company,   constitute  a
confirmation (automatically and without further action of the parties) that such
Contributed  Contract is assigned to the Company as of the Effective  Time,  and
(automatically  and without  further action of the parties) that the liabilities
with respect to such Contributed Contract are assumed as of the Effective Time.

         (b) The  parties  hereto  agree that if any  Contributed  Assets or any
claim, right, benefit or liability thereunder are not transferred to the Company
at the Effective Time as a result of any restriction under any Applicable Law or
Contract that prohibits such transfer or makes such transfer unduly  burdensome,
the party required to contribute such Contributed Assets will use its reasonable
efforts (which shall not require any payment of money to any Third Party by such
party  or any  of  its  Affiliates)  to  obtain  such  Contractual  Consents  or
Governmental  Consents as might be required to consummate the  contributions  in
respect of such assets as soon as practicable  after the Effective Time.  During
the period between the Effective Time and the consummation of such contribution,
such party  shall  operate all such assets  pursuant  to  instructions  from the
Company  and all  benefits  of,  and risks  arising  out of or  related  to, the
ownership  and operation of such assets shall be for the account of the Company.
The parties  hereto  agree that,  at or as  promptly  as  practicable  after the
Effective  Time, they will enter (and will cause the Company and each applicable
Affiliate  and Specified  Subsidiary to enter) into such  agreements as might be
reasonably  required  to  carry  out the  intent  of the  immediately  preceding
sentence,  including  agreements (i) specifying,  to the extent  feasible,  such
assets,  (ii)  setting up separate  accounting  systems for such  assets,  (iii)
providing for  undertaking  by the Company of any indemnity  obligations  of the
contributing  party in respect of such assets (other than such  obligations  set
forth in the Motiva Joint  Venture  Documents),  (iv)  providing  that until the
legal ownership is transferred to the Company, each party will treat such assets
in every  respect as being  equitably  owned by the Company as of the  Effective
Time and (v)  providing  such  further  specific  assurances  as the  Company or
another party may reasonably request.


                                      -3-
ASSET TRANSFER AGREEMENT

<PAGE>

                                   ARTICLE III

                            ASSUMPTION OF LIABILITIES

        SECTION 3.1. Assumed Liabilities and Obligations; Exclusions. (a) At the
Effective  Time,  the  Company  shall  assume  and  thereafter  pay,  perform or
discharge the Assumed  Liabilities.  Such  assumption  may be effectuated by the
Company making full payments in respect of any Assumed  Liability at the time of
the discharge of such Assumed Liability to any Person which, after the Effective
Time,  remained  liable in  respect of such  Assumed  Liability  and  thereafter
discharged such Assumed  Liability in accordance with the terms of the agreement
or instrument  under which such Assumed  Liability arose (but only to the extent
that such discharge was in accordance  with the terms of the relevant  agreement
or instrument as in effect at the Effective Time).

         (b)  Upon  the  terms  and  subject  to the  conditions  hereof  and in
consideration  of the transfer of the  Contributed  Assets,  the Company  shall,
effective as of the Effective  Time,  perform and discharge all  obligations  of
Shell, Shell Norco and Star under the Contributed Contracts.

         (c) Except as otherwise  provided in Section  3.1(a)  above,  after the
Effective  Time,  neither Shell nor its  Affiliates  nor Star nor its Affiliates
shall pay, perform or discharge,  in whole or in part, any Assumed  Liability or
any obligation under the Contributed Contracts without the prior written consent
of the Company.


                                   ARTICLE IV

                             INSTRUMENTS OF TRANSFER

         SECTION 4.1. Shell Instruments of Transfer. At the  Closing,  Shell and
Shell Norco shall  deliver  such Shell  Transfer  Instruments  (other than those
referred to in Section 5.1(a)), in form and substance reasonably satisfactory to
TRMI  (East) and SRI, as shall be  necessary  or  desirable  to convey the Shell
Contributed Assets to the Company, including:

                  (a)(i) the Shell  Contributed  Asset Master Bill of Sale, (ii)
         the  Shell  Contributed  Asset  Master  Assignment  and  Assumption  of
         Contracts,  (iii) the Shell  Contributed  Asset Master  Assignment  and
         Assumption of Leases, (iv) the


                                      -4-
ASSET TRANSFER AGREEMENT

<PAGE>

         the Shell Contributed  Asset  Master  Deed, (v) the  Shell  Contributed
         Asset  Master  Subleases  and  Assignment and Assumption of Sublessor's
         Interest in User Subleases;

                  (b) a deed or deeds,  in respect of the Norco Refinery and the
         Shell  Terminals,  substantially  in the form of  Exhibit  G-1  annexed
         hereto; provided, however, that such modifications shall be made as are
         necessary to conform Exhibit G-1 to the  requirements of Applicable Law
         in the  jurisdictions  where the real property  conveyed by the deed or
         deeds in question is located; and

                  (c) any other  bills of sale,  endorsements,  assignments  and
         instruments  necessary to transfer the Shell Contributed Assets,  other
         than those provided for in Section 5.1(a).

         SECTION 4.2. Star Instruments of Transfer. At the Closing,  Star  shall
deliver such Star Transfer  Instruments (other than those referred to in Section
5.1(b)),  in form and substance  reasonably  satisfactory  to Shell, as shall be
necessary  or desirable  to convey the Star  Contributed  Assets to the Company,
including:

                  (a)(i) the Star  Contributed  Asset Master Bill of Sale,  (ii)
         the  Star  Contributed   Asset  Master  Assignment  and  Assumption  of
         Contracts,  (iii) the Star  Contributed  Asset  Master  Assignment  and
         Assumption of Leases,  (iv) the Star Contributed Asset Master Deed, (v)
         the  Star  Contributed   Asset  Master  Subleases  and  Assignment  and
         Assumption of Sublessor's Interest in User Subleases;

                  (b) a deed or deeds, in respect of the Star Refineries and the
         Star  Terminals,  substantially  in the  form of  Exhibit  G-2  annexed
         hereto; provided, however, that such modifications shall be made as are
         necessary to conform Exhibit G-2 to the  requirements of Applicable Law
         in the  jurisdictions  where the real property  conveyed by the deed or
         deeds in question is located; and

                  (c) any other  bills of sale,  endorsements,  assignments  and
         instruments  necessary to transfer the Star Contributed  Assets,  other
         than those provided for in Section 5.1(b).


                                      -5-
ASSET TRANSFER AGREEMENT

<PAGE>


                                    ARTICLE V

                          CERTAIN POST-CLOSING MATTERS

         SECTION 5.1. Post-Closing Recordings. (a) Shell  agrees  that  it  will
use its best  efforts to submit those deeds  described  in Section  4.1(b) to be
recorded on behalf of the Company  within  ninety (90)  Business  Days after the
later of the Closing Date or the Effective Time. Shell will use its best efforts
to (i) deliver or cause to be  delivered to the Company (x) deeds to be recorded
substantially  in the  form of  Exhibit  G-1  (with  such  modifications  as are
necessary to conform  Exhibit G-1 to the  requirements  of Applicable Law in the
jurisdictions  where the real property conveyed by the deed or deeds in question
is located) for all real property owned by Shell or Shell Norco that is included
in the Shell  Contributed  Assets,  deeds for which  were not  delivered  to the
Company in  accordance  with  Section  4.1(b),  (y) all  transfer  and gains tax
returns  required  by any  Governmental  Entity  in  respect  of the  properties
transferred by such deeds, and (z) subject to Section 2.4 hereof, assignments of
lease to be recorded  substantially  in the form of Exhibit H-1 with  respect to
all real  property  leased by Shell or Shell Norco that is included in the Shell
Contributed  Assets and (ii) cause  such  deeds and such  assignments  of leases
(with  respect to  recorded  leases) to be  recorded,  in each case,  within one
hundred  eighty (180) days after the later of the Closing Date or the  Effective
Time.  Promptly upon receipt of any evidence of recordation  in connection  with
the recording of deeds provided for in this Section 5.1(a),  Shell shall provide
the  Company  with  evidence  of such  recording.  Costs  of  title  and  survey
documentation, recordation, transfer taxes, deed stamps, sales taxes and similar
charges  relating to Shell Transfer  Instruments  delivered under Section 4.1 or
under this Section 5.1(a) or otherwise arising out of the transfers contemplated
pursuant  to this  Asset  Transfer  Agreement  shall  be borne by Shell or Shell
Norco.

         (b) Star agrees that it will use its best efforts to submit those deeds
described  in Section  4.2(b) to be  recorded  on behalf of the  Company  within
ninety (90)  Business  Days after the later of the Closing Date or the Effective
Time.  Star will use its best efforts to (i) deliver or cause to be delivered to
the Company (x) deeds to be  recorded  substantially  in the form of Exhibit G-2
(with  such  modifications  as  are  necessary  to  conform  Exhibit  G-2 to the
requirements  of  Applicable  Law in the  jurisdictions  where the real property
conveyed  by the deed or deeds in question  is  located)  for all real  property
owned by Star that is included in the Star Contributed  Assets,  deeds for which
were not delivered to the Company in  accordance  with Section  4.2(b),  (y) all
transfer and gains tax returns required by any Governmental Entity in respect of
the properties




                                      -6-
ASSET TRANSFER AGREEMENT

<PAGE>

transferred by such deeds, and (z) subject to Section 2.4 hereof, assignments of
lease to be recorded  substantially  in the form of Exhibit H-2 with  respect to
all real property leased by Star that is included in the Star Contributed Assets
and (ii)  cause  such  deeds and such  assignments  of leases  (with  respect to
recorded leases) to be recorded,  in each case,  within one hundred eighty (180)
days after the later of the Closing Date or the  Effective  Time.  Promptly upon
receipt of any evidence of recordation in connection with the recording of deeds
provided  for in this  Section  5.1(b),  Star shall  provide  the  Company  with
evidence  of  such   recording.   Costs  of  title  and  survey   documentation,
recordation,  transfer  taxes,  deed  stamps,  sales taxes and  similar  charges
relating to Star Transfer Instruments  delivered under Section 4.2 or under this
Section 5.1(b) or otherwise arising out of the transfers  contemplated  pursuant
to this Asset Transfer Agreement shall be borne by Star.

         (c) Except with respect to  Contributed  Assets  covered  under Section
2.4, all deeds and  assignments of lease shall be dated the Effective  Time, and
notwithstanding  the date of recordation  thereof, as between the parties hereto
the  date of  transfer  with  respect  to the  Contributed  Assets  shall be the
Effective Time.  Notwithstanding the foregoing,  in the event that any penalties
or  interest  will be payable to any  Governmental  Entity  with  respect to any
recording or transfer tax or fee due to any  difference in the date of the deeds
and the recorded  assignments of lease and the date of actual  recordation,  the
party  submitting  such deed or assignment of lease may date such document as of
such later date as may be necessary to prevent the  incurrence of such penalties
or  interest,  it being  agreed  that  notwithstanding  the date of such deed or
assignment of lease,  as between the parties,  the date of transfer shall be the
Effective  Time.  During the period  between the Effective  Time and the date of
recordation of the deeds and any recorded  assignments of lease,  the transferor
of the relevant  Contributed Assets shall take no action adversely affecting the
Company's title thereto.

         SECTION 5.2. Access to and Retention of Records.  As  of  the Effective
Time,  the Company shall  acquire and take  possession of the Books and Records,
provided, that if any part of such Books and Records cannot without unreasonable
effort be  separated  from  books,  records,  files  and other  data that do not
constitute  Books and  Records  or  relate to  services  to be  provided  to the
Company, then Shell, Star, TRMI (East), SRI or their relevant Affiliates, as the
case may be,  shall retain such part of the Books and Records and make such part
available to the Company as provided  herein.  Each of the parties hereto agrees
that it shall, and shall cause its relevant Affiliates to, (i) preserve and keep
the Books and Records or the parts  thereof in its  possession,  as the case may
be, (A) in accordance with their respective records retention  programs,  or (B)
for any longer period as may be required by any  Governmental  Entity or ongoing
litigation or a

                                      -7-
ASSET TRANSFER AGREEMENT

<PAGE>

required  by any of the Motiva  Joint  Venture  Documents  and (ii)  during such
period, subject to the Confidentiality Agreement, shall allow each other party's
counsel,  accountants,  officers,  employees and other representatives access to
such Books and Records  upon such other  party's  reasonable  request and during
normal business hours for the purpose of examining and, at the examining party's
expense,  copying  them,  to the  extent  reasonably  required  by such party in
connection  with (A) any  insurance  claims  by,  legal  proceedings  against or
governmental investigations of such party, (B) the preparation of any tax return
required  to be filed by such  party,  the  defense of any  audit,  examination,
administrative  appeal  or  litigation  of any  tax  return,  or (C)  any  other
reasonable   business  purpose   reasonably  related  to  such  party's  or  its
Affiliates'  Ownership  Interest;  provided  that Star may transfer any Books or
Records  in its  possession  to the  Company,  SRI or  TRMI  (East)  upon  or in
anticipation of its dissolution.

         SECTION 5.3. Availability of Personnel.  Each  of  the  parties  hereto
shall afford,  and shall cause their  respective  Affiliates to afford,  to each
other on a reasonable  basis their  respective  personnel as necessary to permit
the Company, as the case may be, to provide background  information necessary to
(i) prepare tax returns,  (ii)  prosecute  Claims or (iii)  investigate,  defend
against,  or otherwise  oppose any pending or threatened Claim against any party
or any of such  party's  Affiliates,  as the  case  may be,  in  each  case,  in
connection  with  the  Contributed  Assets.  The  party  affording  its,  or its
Affiliates', personnel shall be reimbursed by the other party for its reasonable
incremental  out-of-pocket expenses of such personnel,  but shall not charge any
other fee to any other party hereto.

         SECTION 5.4. Mail; Payments. (a)  Each  of Shell,  Star,  TRMI  (East),
Shell Norco and SRI  authorizes  and  empowers  the  Company  from and after the
Effective Time to receive and open all mail and other communications directed to
any of Shell,  Star,  TRMI (East),  Shell  Norco,  SRI or their  Affiliates  and
received by the Company, and, except for matters as to which Shell, TRMI (East),
SRI or any of their respective Affiliates is providing indemnification under any
Motiva Joint Venture  Document,  to act with respect to such  communications  in
such  manner  as the  Company  may  elect if such  communications  relate to the
Contributed  Assets.  If such  communications  do not relate to the  Contributed
Assets or relate to matters as to which  Shell,  TRMI (East) or SRI is providing
indemnification  under any Motiva  Joint  Venture  Document,  the Company  shall
forward  the  same   promptly  to  the  party  (or   parties)   providing   such
indemnification or to whom such communications relate. Each of Shell, Star, TRMI
(East),  Shell Norco and SRI shall, and shall cause their respective  Affiliates
to,  promptly  deliver to the Company any cash,  checks,  other  instruments  of
payment  and funds to which the




                                      -8-
ASSET TRANSFER AGREEMENT

<PAGE>


Company is  entitled  and shall hold such cash,  checks,  other  instruments  of
payment  and funds in trust for the  Company  until such  delivery.  The Company
shall promptly  deliver to Shell,  Star, TRMI (East),  SRI, Shell Norco or their
Affiliates,  as applicable,  any cash, checks or other instruments of payment to
which  such  entity is  entitled  and  shall  hold  such  cash,  checks or other
instruments of payment in trust for such entity until such delivery.

         (b) The Company authorizes and empowers Shell, Star, TRMI (East), Shell
Norco, SRI and their Affiliates from and after the Effective Time to receive and
open all mail and other  communications  directed to the Company and received by
any such entity,  and to act with respect to such  communications in such manner
as such entity may elect if such communications do not relate to the Contributed
Assets or do relate to matters as to which such entity or any of its  Affiliates
is providing indemnification under any Motiva Joint Venture Document or, if such
communications  do relate to the Contributed  Assets and not to such indemnified
matters, to forward the same promptly to the Company.

         SECTION 5.5. Existing Insurance Coverage.  If,  after December 1, 1997,
any of Shell, Star, TRMI (East),  Shell Norco, SRI or their Affiliates receives,
directly or  indirectly,  from any insurer  cash  proceeds  attributable  to (i)
casualty and property  (but not liability or business  interruption  for periods
prior  to  the  Effective  Time)  insurance  coverage  applicable  to any of the
Contributed  Assets  with  respect  to any  occurrence  or any series of related
occurrences on or after  December 1, 1997 or (ii) real property title  insurance
in respect of any of the Contributed Assets, which proceeds,  in either the case
of clause (i) or (ii),  aggregate in excess of $1,000,000 for such occurrence or
series of  related  occurrences,  then such  recipient  shall pay over such cash
proceeds  to  the  Company  (net  of any  deductible,  co-payment,  retro  fees,
premiums, costs or other charges payable to the insurance carrier or obligations
to reimburse the insurance carrier for which it is liable and net of the cost of
collection)  except to the  extent  that (x) the  damage or loss  incurred  as a
result of such  occurrence or series of  occurrences  was repaired,  restored or
reimbursed by or on behalf of such recipient prior to the Effective Time or will
be obligated to be  reimbursed  by such  recipient  pursuant to the Motiva Joint
Venture  Documents or (y) Shell, SRI and Texaco have otherwise  expressly agreed
in writing that such  proceeds  shall not be paid over to the Company.  Any such
payment  paid over to the  Company  shall  reduce  any  amounts  payable by such
recipient or its Affiliates with respect to such  occurrence  under Article 8 of
the Master  Agreement.  Any other insurance  proceeds  received by any of Shell,
Star,  TRMI (East),  Shell Norco,  SRI or their  Affiliates  with respect to any
occurrence  or  series  of  occurrences  prior to the  Effective  Time  shall be
retained by such recipient.

                                      -9-
ASSET TRANSFER AGREEMENT

<PAGE>


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         SECTION 6.1.  Representations  and Warranties of Shell and Shell Norco.
Each of Shell and  Shell  Norco  represents  and  warrants  to each of the other
parties  hereto as  follows;  provided  that Shell and Shell Norco shall have no
liability to any other party hereto or any other  Person  (including  any Person
indemnified  under  Article 8 of the  Master  Agreement)  for the  breach of any
representation   or  warranty   hereunder  to  the  extent  that  the  facts  or
circumstances that gave rise to such breach:

         (i)      were  actually  disclosed  in  writing  in the  Due  Diligence
                  Process to any of the Due  Diligence  Representatives  of such
                  other party;

         (ii)     would  reasonably  be expected to be  discovered by such other
                  party based on facts or  circumstances so disclosed in writing
                  during the Due Diligence Process; or

         (iii)    were actually  known to such other party or such other party's
                  Due Diligence Representatives on or prior to the Closing Date.

                  (a)  Good,  Indefeasible  or  Marketable  Title.   With   such
         exceptions as would not,  individually  and in the aggregate,    have a
         Company   Material   Adverse   Effect,  each  entity contributing Shell
         Contributed Assets pursuant to Section 2.1 has good (and in the case of
         interests in real property,  indefeasible  or marketable)  title to all
         Shell  Contributed  Assets so  contributed  thereby,  free of all Liens
         other than (x) Permitted  Exceptions  and (y)  provisions in contracts,
         licenses and agreements which prohibit or otherwise restrict assignment
         and upon the  granting of the deeds and other  instruments  of transfer
         provided for herein, the Company shall receive good (and in the case of
         interests in real property,  indefeasible  or marketable)  title to the
         Shell Contributed Assets as described above.

                  For  the   avoidance   of  doubt,   in  the  event   that  any
         representation   or  warranty  with  respect  to  title  to  the  Shell
         Contributed  Assets set forth in any of the Shell Transfer  Instruments
         or   implied  by   Applicable   Law  may  be   interpreted   to  create
         representations  or  warranties  other  than  those  set  forth in this
         Section  6.1(a),  the  representation  and  warranty  set forth in this
         Section  6.1(a)  shall




                                      -10-
ASSET TRANSFER AGREEMENT

<PAGE>

         govern  and  such  other   representations  and   warranties  shall  be
         without force or effect.

                  (b) Pro Forma Financial Information. With such  exceptions  as
         would   not,  individually  and  in   the  aggregate,  have  a  Company
         Material  Adverse Effect:

                           (i)  the  Shell  Pro  Forma   Financial   Information
                  represents  Shell's  good faith  allocation  of the results of
                  operations  and cash flows of Shell's  oil  products  business
                  segment,  for the  periods  indicated  therein,  among (A) the
                  Shell Valuated Units, (B) the businesses being  contributed to
                  Equilon  (including the assets to be held separately  pursuant
                  to the Consent  Order),  (C) Shell's  interest in the business
                  conducted by DPRLP and (D) the Shell Excluded Assets;

                           (ii)  the  Shell  oil   products   business   segment
                  information  referred to in clause (i) was included in Shell's
                  audited   financial   statements  for  the  periods  indicated
                  therein; and

                           (iii) the Shell Pro Forma  Financial  Information was
                  not  necessarily  prepared in  accordance  with GAAP,  but was
                  prepared with due care after reasonable  inquiry and is a fair
                  presentation  of  the  financial   performance  of  the  Shell
                  Valuated Units for the periods indicated therein.

                  (c) Shell Contributed Assets.  With such exceptions  as  would
         not,  individually  and in  the  aggregate,   have  a  Company Material
         Adverse Effect,  except for the Shell Excluded  Assets  and  the  Shell
         Intellectual  Property  Rights, the Shell Contributed Assets constitute
         all of the assets used for or necessary   to the operation of the Shell
         Valuated Units in the ordinary course of  business and in substantially
         the same manner as  such Shell  Valuated  Units  were  operated  as  of
         December 1, 1997.

         SECTION 6.2. Representations and Warranties  Regarding  Star.  Each  of
Star,  TRMI (East) and SRI  represents and warrants to each of the other parties
hereto as  follows;  provided  that  Star,  TRMI  (East)  and SRI shall  have no
liability to any other party hereto or any other  Person  (including  any Person
indemnified  under  Article 8 of the  Master  Agreement)  for the  breach of any
representation   or  warranty   hereunder  to  the  extent  that  the  facts  or
circumstances that gave rise to such breach:


                                      -11-
ASSET TRANSFER AGREEMENT

<PAGE>


         (i)      were  actually  disclosed  in  writing  in the  Due  Diligence
                  Process to any of the Due  Diligence  Representatives  of such
                  other party;

         (ii)     would  reasonably  be expected to be  discovered by such other
                  party based on facts or  circumstances so disclosed in writing
                  during the Due Diligence Process; or

         (iii)    were actually  known to such other party or such other party's
                  Due Diligence Representatives on or prior to the Closing Date.

                  (a)   Good,  Indefesible  or  Marketable  Title.    With  such
         exceptions as would not,  individually  and in  the  aggregate,  have a
         Company Material Adverse Effect,  Star has good  (and  in  the  case of
         interests in  real  property, indefeasible  or marketable) title to all
         Star Contributed Assets so contributed thereby, free of all Liens other
         than (x) Permitted Exceptions and (y) provisions in contracts, licenses
         and agreements which prohibit or otherwise restrict assignment and upon
         the granting of the deeds and other  instruments  of transfer  provided
         for  herein,  the  Company  shall  receive  good  (and  in the  case of
         interests in real property,  indefeasible  or marketable)  title to the
         Star Contributed Assets as described above.

                  For  the   avoidance   of  doubt,   in  the  event   that  any
         representation   or  warranty   with  respect  to  title  to  the  Star
         Contributed Assets set forth in any of the Star Transfer Instruments or
         implied by Applicable Law may be interpreted to create  representations
         or warranties  other than those set forth in this Section  6.2(a),  the
         representation  and  warranty  set forth in this  Section  6.2(a) shall
         govern and such other  representations  and warranties shall be without
         force or effect.

                  (b) Financial Information.  With such exceptions as would not,
         individually  and in the aggregate,    have a Company  Material Adverse
         Effect,  the Star Financial  Statement   (i) has been prepared with due
         care after  reasonable  inquiry and (ii) is a fair presentation  of the
         financial  performance and cash flow of Star.

                  (c) Star Contributed Assets.  With  such  exception  as  would
         not,  individually  and  in  the  aggregate,  have  a Company  Material
         Adverse Effect,  except for the Star Excluded  Assets  and  the  Texaco
         Intellectual Property  Rights,  the  Star Contributed Assets constitute
         all of the assets used for or necessary  to


                                      -12-
ASSET TRANSFER AGREEMENT

<PAGE>



         the  operation  of  Star  in  the  ordinary  course of business  and in
         substantially  the same  manner as Star was  operated as of December 1,
         1997.
                                   ARTICLE VII

                                  MISCELLANEOUS

         SECTION 7.1. Further Assurance. (a) From and after the Effective  Time,
each of the  parties  hereto  shall,  at any time and from time to time,  at the
request of any other party hereto,  make,  execute and deliver,  or use its best
efforts  to  cause  to  be  made,  executed  and  delivered,  such  assignments,
conveyances,  deeds, bills of sale,  filings and other  instruments,  agreements
(including any agreements which may be necessary or desirable in connection with
the making of any filing or the obtaining of any approval in any  jurisdiction),
consents  and  assurances  and take or cause to be taken all such  action as the
parties hereto may  reasonably  request for the effectual  consummation  of this
Asset  Transfer  Agreement  and the Motiva  Joint  Venture  Transactions.  It is
understood  that this Section 7.1(a) may be applied to require the assignment or
conveyance  (i) to the  Company  of  assets  owned or leased by any party or its
Affiliates that constitute Shell Contributed  Assets or Star Contributed  Assets
but by mistake  were not  assigned or  conveyed to the Company at the  Effective
Time, or (ii) to any party or Affiliate of a party of assets  transferred to the
Company  that were not listed on the Asset List (or was listed on the Asset List
but was an  Excluded  Asset or the  non-contributed  portion  of a Shell  Common
Contract or Shell  Shared  Asset) and are not Shell  Contributed  Assets or Star
Contributed Assets, but were assigned or conveyed by mistake to the Company.

         (b) From time to time after the Effective  Time, as and when  requested
by the Company,  TRMI (East) shall,  or shall cause its Worldwide  Affiliates to
execute and deliver,  or cause to be executed and delivered,  all such documents
and instruments and shall take, or cause to be taken,  all such further or other
actions  as any other  party may  reasonably  deem  necessary  or  desirable  to
transfer legal or beneficial  title to any Star  Contributed  Asset which should
have  been  transferred  by TRMI  (East)  or its  Worldwide  Affiliates  to Star
effective as of December 31, 1988 in accordance with the  transaction  documents
by which Star was formed which for any reason was not transferred.

         SECTION 7.2. Effectiveness.  This  Asset  Transfer  Agreement  shall be
effective as of the Effective Time.


                                      -13-
ASSET TRANSFER AGREEMENT

<PAGE>

         SECTION 7.3. Exclusivity. For avoidance of doubt,  Section  8.01 of the
Master Agreement shall constitute the exclusive remedy for any misrepresentation
or breach of  warranty  or  covenant  contained  in or arising  under this Asset
Transfer Agreement.







                                      -14-
ASSET TRANSFER AGREEMENT

<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have caused this Asset Transfer
Agreement to be duly executed as of the day and year first above written.



                                 STAR ENTERPRISE

                                 By: SAUDI REFINING, INC.
                                     PARTNER


                                      By   /s/ F. R. Woelfel
                                         -------------------
                                      Title:   President   and  Chief
                                      Executive Officer



                                  By: TEXACO REFINING AND
                                      MARKETING (EAST) INC.
                                      PARTNER


                                      By   /s/ L. Wilson Berry Jr.
                                         -------------------------
                                      Title: Vice President









                                      -15-
ASSET TRANSFER AGREEMENT

<PAGE>



                                 SAUDI REFINING, INC.


                                 By   /s/ F. R. Woelfel
                                    ------------------------
                                 Title: President and Chief Executive Officer















                                      -16-
ASSET TRANSFER AGREEMENT

<PAGE>




                                                  TEXACO REFINING AND
                                                  MARKETING (EAST) INC.


                                                  By   /s/ G. F. Tilton
                                                     -------------------
                                                  Title: Chairman



                                      -17-
ASSET TRANSFER AGREEMENT

<PAGE>



                                                 SHELL OIL COMPANY


                                                 By   /s/ J. M. Morgan
                                                      ----------------

                                                 Title: Senior Vice President




                                      -18-
ASSET TRANSFER AGREEMENT

<PAGE>


                                                 SHELL NORCO REFINING COMPANY

                                                 By  /s/ W. G. Hougland
                                                     ------------------
 
                                                 Title: Attorney-in-Fact











                                      -19-
ASSET TRANSFER AGREEMENT

<PAGE>


                                                 MOTIVA ENTERPRISES LLC


                                                 By  /s/ L. Wilson Berry Jr.
                                                     -----------------------
                                                 Title: CEO




                                      -20-
ASSET TRANSFER AGREEMENT