<PAGE>


     <PAGE>

                         CRUDE OIL PROCESSING AGREEMENT
                                    between


                          STATOIL NORTH AMERICA, INC.
                                      and


                      CROWN CENTRAL PETROLEUM CORPORATION

     <PAGE>

     <TABLE>
     <CAPTION>
<PAGE>



                             TABLE OF CONTENTS

     <S>                                                         <C>

                                                                 PAGE

     PROCESSING AGREEMENT                                         1

     ARTICLES

     1. DEFINITIONS                                               2

     2. DURATION                                                  5

     3. PROCESSING LEVELS                                         6

     4. TYPE AND QUALITY OF CRUDE OIL                             9

     5. PRODUCT YIELDS                                            10

     6. PRODUCT SPECIFICATION                                     11

     7. PROCESSING FEES AND PENALTIES                             12

     8. TAXES AND OTHER CHARGES                                   14

     9. PAYMENT                                                   15

     10.CRUDE OIL SUPPLY AND NOMINATION PROCEDURE                 16

     11.PRODUCT LIFTING SCHEDULE                                  18

     12.BERTH, DISCHARGE AND LOADING CONDITIONS, AND DEMURRAGE    20

     13.STORAGE RIGHTS AND OBLIGATIONS                            23

     14.FINAL SETTLEMENT                                          24

     15.TITLE, RISK OF LOSS AND CUSTODY                           25

     16.QUANTITY AND QUALITY DETERMINATION                        27

     17.AUDITING                                                  33

     18.SUSPENSION AND TERMINATION                                34

     19.CREDIT CONDITIONS                                         36

     20.INDEMNITY                                                 37

     21.REFINERY CLOSURE                                          38

     22.FORCE MAJEURE                                             40

     23.LAW AND ARBITRATION                                       42

     24.REPRESENTATIONS, WARRANTIES, AND COVENANTS OF STATOIL     43

     25.REPRESENTATIONS, WARRANTIES, ABD COVENANTS OF CROWN       45
<PAGE>



     26.SAFETY AND HEALTH                                         47

        ASSIGNMENT
     27.                                                          48

     28.STATEMENTS                                                49

        CONPLIANCE WITH EPA REFORMULATED GASOLINE &
     29.                                                          50

        ANTI-DUMPING REGULATIONS

     30.LIABILITIES                                               51

        MISCELLANEOUS
     31.                                                          52

     ADDENDUM ONE                                                 55

     ADDENDUM TWO                                                 62





     </TABLE>

     <PAGE>
<PAGE>


     ____________________
     PROCESSING AGREEMENT
                                        th
     This Agreement is made as of the 15   day of July, 1996,
     between Statoil North America, Inc. of Stamford,
     Connecticut,

      (hereinunder called  Statoil
                          ``        )
                                  ''

      and Crown Central Petroleum Corporation of Baltimore,
     Maryland,

     (hereinunder called ``
                          Crown  ).
                               ''



     Whereas Statoil agrees to supply Crude Oil to Crown at the
     Pasadena Refinery, located at 111 Red Bluff Road, Pasadena,
     TX  77506, herein referred to as the  Refinery,
                                          ``           and Crown
                                                    ''
     agrees to process such Crude Oil as defined and make
     available Products to Statoil at the Refinery.


     Now, therefore, in consideration of the premises and the
     mutual promises herein contained, Crown and Statoil agree as
     follows



     <PAGE>



     _________
     ARTICLE 1


     ___________
     DEFINITIONS

     Where used in this Agreement, except as otherwise required
     by the context, the words defined in the following sections
     of this Article 1 shall have the meanings respectively
     ascribed thereto.

     (i)  ''
           Affiliate   shall mean a person which owns a Party
                    ''
          (Parent), which is owned by a Party (Subsidiary), or
          which is owned by a person which owns a Party. 
          Ownership means the ownership, directly or indirectly,
          through one or more intermediaries, of fifty (50)
          percent or more of the issued shares or voting rights
          in a company, partnership, or legal entity.

     (ii)  API
          ''  '' shall mean the American Petroleum Institute.



     (iii)     ''
                ASTM   shall mean the American Society for
                    ''
     Testing and Materials.
<PAGE>


     (iv) ''
           Barrel'' shall mean a barrel of forty-two U.S. 
          gallons measured at 60 degrees Fahrenheit, and
          ``
           B/CD'',  shall mean Barrels per calendar day. 



     (v)       ''
                Crude Oil'' shall mean the Crude Oil specified
       in Article 4 hereof, or raw materials      which can be
       considered technically and commercially as Crude Oil.



     (vi) ''
           Dollar'', ``USD'' and the symbol ``
                                             $'' shall refer to
     the United States Dollar.



     (vii)     ''
                Environmental Laws'' shall mean all Laws and
          Regulations, as defined in this Article, which involve,
          relate to, or affect the environment in any way,
          including, but not limited to, any of which purport to
          govern air emissions, water discharges, spills,
          hazardous or toxic substances, solid or hazardous
          waste, and occupational health and safety, as may be
          amended from time to time, and including all
          Environmental Laws applicable in the State of Texas.

     (viii)    ''
                Gallon'' shall mean a U.S. standard gallon of
     231 cubic inches at 60 degrees Fahrenheit.

     (ix) ''
           Governmental Authority'' shall mean any federal,
          state, or local governmental body or agency or
          subdivision thereof, including, but not limited to, any
          legislative, administrative, or judicial body which has
          jurisdiction to exercise authority or control over 
          Statoil and Crown; over all or any part of the Refinery
          Facilities; or over all or any part of the transactions
          and services to be performed under this Agreement.
          ``
           Independent Inspector'' shall mean a licensed person
          or entity which will perform sampling, quality
          analysis, and quantity determination of Crude Oil
          and/or Products, either at loading or at the discharge
          as described in this Agreement.



     (x)  ``
           Independent Inspector'' shall mean a licensed person
          or entity which will perform sampling, quality
          analysis, and quantity determination of Crude Oil and /
          or Products, either at loading or at the discharge as
          described in this Agreement.



     <PAGE>



     (xi) ``
           Laws and Regulations'' shall mean all applicable
          treaties, statutes, regulations, codes, laws,
<PAGE>


          ordinances, licenses, decisions, orders, directives,
          decrees, agreements, concessions and arrangements with
          Governmental Authorities, interpretations, or license,
          permit or compliance requirements  (a) which apply to
          the Refinery Facilities or to the performance of either
          Party of any obligation under this Agreement, or  (b)
          which may be enforced or issued by any Governmental
          Authority with jurisdiction over the operation of the
          Refinery Facility.

     (xii)     ``
                Liabilities'' shall mean losses, claims,
          charges, damages, deficiencies, assessments, interests,
          penalties, costs, and expenses of any kind (including,
          without limitation, related attorneys' fees and other
          fees, court costs, and other disbursements), whether or
          not liquidateddirectly or indirectly arising out of or
          related to any suit, proceeding, judgment, settlement
          or judicial or administrative order, includin
          including without limitation, any liabilities with
          respect to the Environmental Laws.   

     (xiii)    ``
                NSV'' shall mean the Net Standard Volume of oil
          reduced to a standard temperature of 60 Fahrenheit and
          expressed in Barrels.  The Net Standard Volume is the
          volume of oil after all Free Water, Water in
          suspension, and sediments have been deducted.

     (xiv)     ``
                Part Cargo'' shall mean when a Cargo is
          discharged in more than one Discharge Port, or received
          by more than one receiver at the Discharge Port.

     (xv) ``
           Party'' shall mean Statoil or Crown.

     (xvi)     ``
                Processing Period'' shall mean the period of
          duration of the processing contract as set forth in
          Article 2.

     (xvii)    ``
                Product(s)'' shall mean any finished petroleum
          Products (liquid or gas) of the general type that can
          be manufactured at the Refinery, including petroleum
          Products described in Article 6 hereto and any
          petroleum material which at any time is determined to
          be a Product pursuant to the provision
          of Article 6 hereto.

     (xviii)   ``
                Refinery'' shall mean the petroleum Refinery of
          Crown Central Petroleum, located at Pasadena, Texas.

     (xix)     ''
                Refinery Facilities'' shall mean all the
          facilities of Crown located at the Refinery in
          Pasadena, Texas, or any associated or adjacent facility
          owned or operated by Crown, which shall be used by
          Crown to carry out the terms of this Agreement. 
          Refinery Facilities shall include, but not be limited
          to, the Refinery, Crude Oil receiving, and Products
          delivery facilities, pipelines, and storage tanks .(xx)
               ``
                Refinery Stock'' shall mean Heidrun Crude Oil in
          tank and available for Processing at the Refinery, or
          such other,  type of Crude Oil as may be agreed upon by
          the Parties.
<PAGE>



     (xx) ``
           Refinery Stock'' shall mean Heidrun Crude Oil in tank
          and available for Processing at the Refinery, or such
          other type of Crude Oil as may be agreed upon by the
          Parties.

     <PAGE>


     (xxi)     ``
                Taxes'' shall mean any and all federal, state,
          and local taxes, duties, fees, charges, and dues of
          every description on or applicable to Crude Oil and
          Products owned by Statoil, including without
          limitation, all motor fuels, special fuels, excise,
          businessand occupation, gross receipts, environmental
          or spill taxes, coastal protection fees, Superfund
          taxes, loading fees, sales and use taxes, ad valorem
          taxes, payments in lieu of ad valorem property taxes, 
          however designated, except for taxes on income.

     (xxii)    ``
                TCV'' shall mean the Total Calculated Volume of
          oil reduced to a standard temperature of 60</p>
          Fahrenheit and expressed in Barrels.  The Total
          Calculated Volume is inclusive of all Free Water, Water
          in suspension, and sediments.

     (xxiii)   ``
                Vessel'' shall mean any craft designed for the
          waterborne transportation of oil including, but not
          limited to, ships and barges.


     <PAGE>



     _________
     ARTICLE 2


     ________
     DURATION


     This Agreement shall be in effect from July 15, 1996, until
     September 30, 1997, in accordance with the provisions
     described below.



     Statoil shall supply Crown with a minimum quantity of six
     million Barrels of Crude Oil prior to July 31,
     1997,provided, however, that Statoil shall be relieved of
     the obligation to deliver the minimum quantity in the event
     of an early termination of this Agreement pursuant to the
     terms of Articles 3,  or 22, or if the Parties shall agree
     to a reduction in the minimum quantity.



     Subject to Article 11 (Products Lifting Schedule), Statoil
     shall lift all Products to which it is entitled under
     this''
          Agreement by September 30, 1997, or within two (2)
<PAGE>


     months from the date of the last Crude Oil
     delivery,whichever is earlier.





     <PAGE>



     _________
     ARTICLE 3





     _________________
     PROCESSING LEVELS




          (i)  The quantity of Crude Oil  to be processed by
               Crown for Statoil in the Refinery under this
               Agreement shall be deemed to be 20,000 B/CD,
               Refinery Stock permitting.  Should the Refinery
               Stock be deemed to be drawn down to zero, before
               the arrival of the next cargo from Statoil,
               subject to Article 10 (iv), then the deemed
               processing shall be suspended until the next cargo
               arrives at the Refinery.  Products deemed produced
               from previous Crude Oil cargoes supplied by
               Statoil and held in Stock may still be lifted by
               Statoil during this period of suspension. 
               Notwithstanding the above, the quantity of Crude
               Oil to be actually processed by Crown for Statoil
               in the Refinery during the period shall average
               20,000 B/CD over the course of each month.  Actual
               daily run rates may be lower or higher at Crown's
               discretion.  Crown must provide Statoil a weekly
               inventory schedule showing actual and deemed
               Heidrun Crude Oil inventory and actual and deemed
               Products inventory.  Crown may advise Statoil's
               actual Products inventory as volumes of unfinished
               components.

          (ii) Statoil shall always have title to Crude Oil
     inventories and to Products as they are deemed to have been
     processed for Statoil under this Processing Agreement;
     provided, however, that:

               a)   Statoil shall not have, or assert any claim
                 to, title over, or any other interest in, any
                 inventory with which the Crude Oil inventories
                 owned by Statoil are commingled in storage or
                 processing, and

               b)   The Products to which Statoil shall have
                 title shall be limited to the Products which
                 Statoil is, pursuant to this Contract, entitled
<PAGE>


                 to receive with respect to the Crude Oil
                 processed or deemed to have been processed, and
                 when such Crude Oil has been processed or
                 deemed to have been processed, Statoil shall
                 cease to have any title or interest therein,
                 and shall only have title to the Products
                 processed or deemed to have been processed from
                 such Crude Oil, and

               c)   Nothing in the Processing Agreement shall be
                 deemed to grant title to, or create a security
                 interest in, any asset of Crown (including
                 without limitation any inventory, partially
                 refined Products, or refined Products) in
                 violation of any of the undertakings,
                 covenants, or obligations of Crown or its
                 subsidiaries set forth in:

                    A)   Crown's Indenture, dated as of January
                         24, 1995, with respect to $125,000,000
                         in principal amount of 10-7/8% Senior
                         Notes due 2005, as such indenture may be
                         amended, renewed, extended, substituted,
                         refinanced, restructured, replaced,
                         supplemented, or otherwise modified from
                         time to time, including, without
                         limitation, any successive amendments,
                         renewals, extensions, substitutions,
                         refinancings, restructurings,
                         replacements, supplementations, or other
                         modifications of the foregoing
                         (hereinafter the ``
                                           Indenture''), or



     <PAGE>



                    B)   Crown's $130,000,000 Credit Agreement,
                         dated as of September 25, 1995, with
                         NationsBank of Texas, N.A., as
                         Administrative Agent and Letter of
                         Credit Agent, and with The First
                         National Bank of Boston and Texas
                         Commerce Bank NationalAssociation as
                         Agents, as such credit agreement may be
                         amended, renewed, extended, substituted,
                         refinanced, restructured, replaced,
                         supplemented, orotherwise modified from
                         time to time, including, without
                         limitation, any successive amendments,
                         renewals, extensions, substitutions,
                         refinancings, restructurings,
                         replacements, supplementations, or other
                         modifications of the foregoing
                         (hereinafter the''
                                          Credit Agreement''),

                    provided, however, that Crown shall not make
                    or effect any amendment, supplement, or other
<PAGE>


                    modification to either the Indenture or the
                    Credit Agreement which adversely affects the
                    rights or interests of Statoil hereunder,
                    without giving Statoil a minimum of ten (10)
                    business days prior written notice thereof. 
                    Should Crown make or effect any such
                    amendment, supplement, or other modification
                    which in Statoil's sole judgement adversely
                    affects its rights or interests, Statoil may,
                    at its sole discretion, suspend or terminate
                    this Agreement in accordance with Article 18.

     (iii)          Crude Oil shall be processed for Statoil at
       the deemed yields specified in Article 5.

     (iv)      Crown shall not be required to process Crude Oil
       during thirty-five (35) day Refinery turnaround currently
       planned for the fourthquarter of 1996 or the first
       quarter of 1997, subject to following conditions:

          a)   Crown shall notify Statoil, as early as reasonably
               possible, when the dates of turnaround are known.
               Notwithstanding this, Crown must give Statoil a
               minimum notice ofsixty (60) days prior to
               commencement of turnaround, if such turnaround is
               to commence prior to January 15, 1997.  Otherwise
               if the turnaround is to commence after January 15,
               1997, then Crown must give Statoil a minimum
               notice of forty-five (45) days prior to
               commencement of such turnaround

          b)   It is the intention of the parties for all Crude
               Oil in storage at the Refinery to be processed
               prior to commencement of the turnaround.

          c)   Statoil shall be permitted to supply Crude Oil
               into the Refinery during the turnaround period, in
               readiness for resumption of Processing.

          d)   Statoil shall be permitted to lift Products from
               the Refinery,deemed to be produced prior to
               commencement of turnaround, during the turnaround
               period.



     <PAGE>



     (v)       Crown shall not be required to process 20,000
       Barrels per day of Heidrun Crude Oil, if thirty (30) days
       written notice is given to Statoil that, for technical
       reasons, the Refinery can no longer continue to process
       Heidrun Crude Oil at a rate of 20,000 Barrels per day,
       which fact is verified to Statoil by a qualified
       independent third party.  If such notice is given to
       Statoil, then     Statoil have the following options:
<PAGE>


          a)   Statoil may elect to continue to deliver the
               quantity of Heidrun Crude Oil that the Refinery
               can process.  In the event the quantity of Heidrun
               Crude Oil deemed to be processed is between 15,000
               Barrels per day and 20,000 Barrels per day, then
               the terms in Articles 10, 11, and 13 of this
               Agreement remain unchanged.  In the event the
               quantity of Heidrun Crude Oil deemed to be
               processed is less than 15,000 Barrels per day,
               then Statoil shall have the right to deliver
               parcels of Heidrun up to 550,000 New Barrels as
               per Article 10 (ii).  Statoil must then wait until
               this quantity has been ratably processed to a
               remaining inventory level of approximately 100,000
               Barrels, or less, before delivering another
               parcel.  Statoil's right to build up Products
               inventory as per Article 13 (ii) shall be ratably
               reduced (i.e., if Statoil is entitled to 325,000
               Barrels of inventory when processing 20,000
               Barrels per day, then Statoil would be entitled to
               162,500 Barrels of inventory if the processing
               rate is 10,000 Barrels per day). 

            b) Statoil may elect to deliver a basket of Crude
               Oils (Brent, Gullfaks, Troll, Statfjord,
               orOseberg), in addition to the Heidrun Crude Oil,
               up to the 20,000 Barrels per day processing level.
                The quantity and quality of each grade may vary
               from time to time a Statoil's option.  The deemed
               processing yield will remain the same for all
               grades, however, the processing fee will be
               adjusted for each grade representing the net
               actual yield change between Heidrun and the
               substitute grade.  Crown will give Statoil the
               actual  yields for the above referenced grades
               when giving Statoil notice of technical problems,
               so that Statoil will have time to evaluate the
               yields.

               c)   Statoil may elect to terminate this
            Agreement.



     <PAGE>




     _________
     ARTICLE 4


     TYPE AND QUALITY OF CRUDE OIL

     The Crude Oil to be supplied to the Refinery under this
     Agreement shall be Heidrun Crude Oil.  Statoil may
     substitute alternate Crude Oils upon mutual agreement of
     Crown.
<PAGE>


     <PAGE>




     ARTICLE 5

     ______________
     PRODUCT YIELDS


     Regardless of actual Refinery yields at the Refinery, the
     deemed Refinery yields of Products (expressed as volume
     percentage per Barrel of Crude Oil supplied), for the Crude
     Oil processed for Statoil by Crown under this Agreement,
     shall be the following:



     <TABLE>

     <CAPTION>




                    __________________________
                    ##CONFIDENTIAL TREATMENT##
                    __________________________
                    ##CONFIDENTIAL TREATMENT##
                    __________________________
                    ##CONFIDENTIAL TREATMENT##    __________________________
                                                  ##CONFIDENTIAL TREATMENT##
                                                  __________________________
                                                  ##CONFIDENTIAL TREATMENT##
                                                  __________________________
                                                  ##CONFIDENTIAL TREATMENT##

     <S>          <C>                           <C>
     Premium        ##CONFIDENTIAL TREATMENT##
                    ##CONFIDENTIAL TREATMENT##
                    ##CONFIDENTIAL TREATMENT##    ##CONFIDENTIAL TREATMENT##
                                                  ##CONFIDENTIAL TREATMENT##
                                                  ##CONFIDENTIAL TREATMENT##
     Gasoline
     Regular        ##CONFIDENTIAL TREATMENT##
                    ##CONFIDENTIAL TREATMENT##
                    ##CONFIDENTIAL TREATMENT##    ##CONFIDENTIAL TREATMENT##
                                                  ##CONFIDENTIAL TREATMENT##
                                                  ##CONFIDENTIAL TREATMENT##
     Gasoline
     No. 2 Fuel     ##CONFIDENTIAL TREATMENT##
                    ##CONFIDENTIAL TREATMENT##
                    ##CONFIDENTIAL TREATMENT##    ##CONFIDENTIAL TREATMENT##
                                                  ##CONFIDENTIAL TREATMENT##
                                                  ##CONFIDENTIAL TREATMENT##
     Oil

     #



     </TABLE>



     <PAGE>



     _________
     ARTICLE 6


     ______________________
     PRODUCT  SPECIFICATION


     (i)            The quality of the Products shall be in
       accordance with the  Colonial Pipeline
       ProductsSpecifications latest issue.

               Premium Gasoline V grade *

               Regular Gasoline M grade *
<PAGE>


               No. 2 Fuel Oil 75 grade  (or 85 grade as proposed
     by Colonial Pipeline as of August 01, 1996)



               (Crown shall make best efforts to deliver the 75
               grade Product, dyed or undyed, on a case by case
               basis, at Statoil's request).*Gasoline RVP is to
               be as per Colonial Pipeline ``
                                            southern'' grade and
               to change on a seasonal basis as required by the
               Colonial Pipeline VOC (Volatile Organic Compounds)
               control schedule for RVP (Reid Vapor Pressure), in
               conjunction with the Colonial Pipeline scheduling
               constraints as published and notified by Colonial
               Pipeline.


       (ii)    The specifications referred to in this Article may
               be revised, bymutual agreement at Statoil's
               request, if technically possible for the Refinery
               and feasible in that specific period of time,
               taking into consideration possible operational
               limits.



       (iii)   Any additional cost involved in the supply of a
               revised specification, as per paragraph (ii)
               above, will be debited to Statoil according to a
               formula later to be agreed upon by the Parties.



           (iv)     Any possible saving s  involved in the supply
               of a revised specification, as per paragraph (ii)
               above, will be credited to Statoil according to a
               formula later to be agreed upon by the Parties.

     <PAGE>


     _________
     ARTICLE 7


     _____________________________
     PROCESSING FEES AND PENALTIES


      (i) During the term of this Agreement, Statoil will pay
               Crown a fee of USD ##CONFIDENTIAL TREATMENT##
                                  ##CONFIDENTIAL TREATMENT##
                                  ##CONFIDENTIAL TREATMENT## per
               Barrel of Crude Oil processed for Statoil by Crown
               (the ``
                     Processing Fee''), except as provided for
               in Article 3 (v) (b).  The Processing Fee will be
               calculated based upon the net Barrels of Crude Oil
               supplied to Crown's tankage as measured in
               accordance with Article 16.

     (ii) The Processing Fee is based upon the Products yield
               tables specified in Article 5, the Products
               lifting provisions specified in Article 11,  and
               the payment provisions specified in Article 9. In
<PAGE>


               addition, the Processing Fee shall cover the cost
               of the following:

               a) 
                 Receipt, handling, and storage of Crude Oil  at
                 the Refinery Facilities.
                 
               b) 
                 Supply of linefill to maintain all Crude Oil
                 and Products pipelines in a full condition,
                 both within Crown's facilities, as well as
                 between Crown's facilities and the GATX,
                 Pasadena  facility (``GATX'') and the Oil
                 Tanking Houston (``Oil Tanking'') storage
                    facility.
                 
               c) 
                 Processing of Crude Oil.
                 

               d) 
                 Handling, storage as provided in Article 13,
                 and delivery of Products from the Refinery
                 Facilities to the locations and at the costs
                 identified in Article 11(ii), except for the
                 costs identified in paragraph (iii) below.

               e) 
                 Use of Crown's vapor recovery system when
                 loading Products at Crown's dock.
                 
               f) 
                 Supplying sufficient Products in Refinery shore
                 tanks to ensure that Statoil can  lift all
                 Products due, in accordance with this
                 Agreement, and without having to leave Products
                 in storage at the Refinery in the form of
                 inaccessible ``tank heels.''
                 
               g) 
                 Any cleaning/removal/handling of Crude Oil
                 ``dead bottoms'' resulting from the storage of
                 Refinery Stock.
                 
               h) 
                 All other applicable costs related to the
                 processing of Crude Oil and delivery of
                 Products.

               i) 
                 Cost of certification according to Article 29.

     (iii)     The Processing Fee does not include and Statoil
     shall be responsible for the following other costs:

            a) Importation of Crude Oil from Vessel to Refinery.
              
            b) Cost of accessing Explorer, Texas Eastern, or any
               pipelines other than Colonial through third party
               storage.

              
       <PAGE>
              
              
            c) Throughput costs for finished Products at third
               party terminals other than GATX.
              
<PAGE>


            d) Cost of regrading 75 grade (or 85 grade) No. 2
               Fuel Oil as defined in paragraph (iv)below.

              
            e) Ad valorem property taxes, and payments in lieu of
               ad valorem property taxes, on Crude Oil owned by
               Statoil that is not yet deemed to be processed on
               the assessment date,  and of Products owned by
               Statoil that have been deemed to be processed as
               of the assessment date.




     (iv) At Statoil's request, and if available to Crown, Crown
          will substitute 76 grade No. 2 Fuel Oil (Heating Oil)
          for 75 grade at Crown's actual cost.  Crown will advise
          Statoil of the cost prior to any regrading and provide
           documentation to support the cost.

     (v)  Statoil has the option to utilize Crown's throughput
          agreement for Crude Oil and other feedstocks with Oil
          Tanking, under the same terms  and conditions as such
          throughput is available to Crown, as part of this
          Agreement.   Crown will charge Statoil at the rate
          Crown pays to Oil Tanking, which is USD ##CONFIDENTIAL
                                                  ##CONFIDENTIAL
                                                  ##CONFIDENTIAL
          TREATMENT##
          TREATMENT##
          TREATMENT## per Barrel, through January 31, 1997. 
          Crown will advise Statoil of  the rate after January
          31, 1997, once it has been agreed to between Crown and
          Oil Tanking.  






     <PAGE>



     _________
     ARTICLE 8


     _______________________
     TAXES AND OTHER CHARGES


     (i)  The Processing Fee does not include either port
          expenses such as, for example, ships agent fees, tug
          expenses, and Taxes, or any other similar charges
          levied on Crude Oil at the time of import or that are
          due on the Products delivered from the Refinery.


     (ii) All Taxes on the import of the Crude Oil owned by
          Statoil and received at the Refinery, and Products
          delivered by Crown that are owned by Statoil, shall be
          Statoil's responsibility.  Statoil shall reimburse
          Crown for the amount of any Taxes, for which Crown is
          required to pay or for which Crown may be legally
          liable, and interest on such taxes, provided Statoil is
<PAGE>


          notified immediately when such taxes are due, and that
          such taxes are always paid as and when instructed by
          Statoil.  Statoil shall reimburse Crown, for such taxes
          and interest on taxes, only against proper presentation
          of supporting documents, whether determined during the
          duration of this Agreement or on audit after
          termination, provided, however, that Statoil's
          obligation to reimburse Crown forTaxes shall expire on
          a date that is three years from the date the liability
          for a specific tax arose.  Statoil shall, at its
          expense, have the right to cause Crown to appeal any
          amounts determined under audit.  Statoil shall pay
          Crown, upon presentation of Crown's invoice, for any
          Taxes and interest arising from audit, provided Statoil
          is always notified immediately when any taxes are due
          and that such taxes are always paid as and when
          instructed by Statoil.  Statoil shall file all returns
          and pay all Taxes for which it is directly liable. 

     (iii)     Statoil represents that it has a federal 637
          number, 06-91-0097S-H, issued by the IRS District at
          New Haven, Connecticut, and will provide Crown with
          proper notification certificates.  Statoil represents
          that it currently has Texas gasoline and diesel fuel
          supplier certificates, Taxpayer number 1-13-3415760-6.
           At any time, collection of the Texas Coastal
          Protection fee has not been suspended, Statoil
          represents that it will reimburse Crown, or any marine
          terminal operator who is registered with the
          Comptroller to remit the Texas Coastal Protection Fee,
          for such Fees that may be imposed upon Crude Oil owned
          by Statoil which is transferred to or from a marine
          terminal in Texas.  Statoil agrees to provide Crown
          with a resale certificate for the period covered by the
          Agreement as may be provided by law.

     (iv) Statoil represents that it is the position holder of
          all Products covered by the Agreement, and that in all
          cases Statoil will take the necessary steps to be
          identified as the owner of any Crude Oil or Products on
          the books and records of any third party storage
          facility.




     <PAGE>



     _________
     ARTICLE 9


     _______
     PAYMENT


     (i)  The Processing Fee for each parcel of Crude Oil
          supplied by Statoil to the Refinery, as described in
          Article 7, shall be payable by Statoil to Crown on the
            th
               and on the last day of each month, against Crown's
          15
<PAGE>


          invoice for such Processing Fee.  Crown's invoice shall
          be calculated based on a process rate of 20,000 B/CD,
          Refinery Stocks permitting.  The first invoice, and any
          invoice submitted following a suspension of processing
          as provided for in Article 3 (i), shall include a
          Processing Fee for the day on which the first cargo or
          the next cargo, as the case may be, arrives at the
          Refinery, and shall include a Processing Fee for every
          day from that day forward, to and Including the invoice
          date, Refining Stocks permitting. The invoice shall not
          include a Processing Fee for any day on which
          processing shall be deemed to be suspended pursuant to
          Article 3 (i), but may include a Processing Fee for
          those Barrels deemed to be processed on the day that
          the Refining Stock is deemed to be drawn down to zero,
          even if the number of Barrels is less than 20,000.
          Payment shall be by wire transfer, and payment will be
          due two (2) business days following receipt of  invoice
          from Crown as submitted above.  In the event the
          payment due date falls on a non-banking day, then
          payment shall be made on the first banking day
          immediately after the due date.

     (ii) In the event that Statoil utilizes Crown's throughput
          agreement with Oil Tanking in order to supply Crude Oil
          to the Refinery, as provided for in Article 7 (v), then
          Statoil shall reimburse Crown for actual throughput
          fees.  Payment for such throughput fees shall be due
          two (2) business days following receipt of the invoice
          from Crown, providing such invoice is accompanied by
          supporting documentation and the invoice from Oil
          Tanking to Crown.


     (iii)     If payment is not made on the due date, the Party
          who is in default of payment shall pay the other Party
          interest on any sum which is overdue.  Interest shall
          be calculated based on the Prime Rate in effect on the
          date the payment was due, as quoted by The Chase
          Manhattan Bank, N.A., plus two (2) percent.  In the
          event The Chase Manhattan Bank, N.A., does not quote a
          Prime Rate in effect on the date payment was due, then
          the date immediately preceding the payment due date
          shall be used.  The overdue amount plus interest shall
          be paid immediately by the appropriate Party.



     <PAGE>



     __________
     ARTICLE 10


     CRUDE OIL SUPPLY AND NOMINATION PROCEDURE
     (i)  Statoil shall nominate and supply Crude Oil to the
               Refinery.  The quantity of Crude Oil supplied by
               Statoil under this Agreement shall be determined
               as specified in Article 16.
<PAGE>


     (ii) The Crude Oil shall be supplied to the Refinery either
               through Crown's dock facilities or through a third
               party storage terminal at Statoil's option.  Crude
               Oil deliveries to Crown's dock will be made either
               by ship or by single ``
                                     Ocean Going'' barge.  Crude
               Oil shall be supplied to the efinery in parcels of
               between 100,000 Barrels and 550,000 Barrels.  The
               size of parcels supplied shall be at the option of
               Statoil.

     (iii)     The first parcel of Crude Oil shall be supplied by
               Statoil during the second half of July 1996.

     (iv) For planning purposes, Statoil shall endeavor to inform
               Crown by the 15TH day of the month, prior to the
               month of lifting in Norway, of an estimated ten
               (10) day arrival window at Crown's dock or arrival
               at third party terminal facilities.  Crown shall
               promptly confirm Statoil's estimated delivery
               window or advise of any problems they envision as
               follows:  At this stage of the nomination
               procedure, Crown shall be able to alert Statoil
               that, due to previous minor Refinery problems
               (technical problems which last less than ten (10)
               days), Crown has been unable to process Heidrun
               Crude Oil as expected, and requests Statoil to
               delay, or reduce, a future delivery (either the
               cargo currently being planned or the next cargo
               after that, at Statoil's option).  Statoil agrees
               that, in this situation, they will make their best
               effort to formulate a plan for the upcoming
               deliveries that is acceptable to both parties. 
               Statoil shall have the option to either receive,
               or not receive, Products during any period when
               Statoil's deemed Heidrun inventory is reduced to
               zero (0), as a result of Crown's request to delay
               the delivery of a Heidrun cargo.  If Statoil so
               elects to receive Products when Statoil's deemed
               Heidrun inventory is zero (0), Crown shall
               continue to show that Statoil has processed
               Heidrun at a rate of 20,000 B/CD, even though the
               deemed inventory may indicate that Statoil has
               zero (0) Heidrun available for processing.  If
               Statoil does not elect to receive Products when
               Statoil's deemed Heidrun inventory is zero (0),
               then the Crude Oil processing shall be suspended
               until the next actual delivery of Heidrun.  
               Statoil shall have the option to terminate this
               Agreement if Crown asks to delay   Heidrun
               deliveries, due to minor Refinery problems, more
               than twice.  If the minor Refinery problems cause
               Statoil to be unable to deliver the minimum
               quantity of Heidrun by July 31, 1997, then Statoil
               shall be able to deliver the Heidrun after July
               31, 1997.


      (v)      Statoil shall firmly nominate a cargo size of
               between 100,000 Barrels and 550,000 Barrels
               (planned as per paragraph (iv) above or as
<PAGE>


               unplanned deliveries) at least fifteen (15) days
               prior to the first day of a five (5) day window of
               arrival at Crown's dock, or arrival at a third
               party storage terminal facility.  Following this
               nomination, but no later than eight (8) days prior
               to the first dayof the delivery window, Statoil
               can reduce (not increase) the nominated parcel
               size to as low as 100,000 Barrels.  Also, no later
               than eight (8) days prior to the first day of the
               delivery window, Statoil will narrow the delivery
               window to three (3) days.  This three (3) day
               delivery window can be up to two (2) days outside
               the original five (5) day window (i.e., if the
               original window was October 16-21, then the three
               (3) day window could be anywhere between and
               including October 14-23).



      <PAGE>



      (vi)     In the event a third party terminal is used, Crude
               Oil shall, to the extent operational conditions
               permit, be pumped to the Refinery immediately upon
               completion of discharge and determination of
               quantity and quality shall be carried out at this
               time.  Statoil shall keep Crown advised of which
               third party facility is being used, and Crown,
               with Statoil's prior approval on each parcel,
               shall make the arrangements with such third party
               terminal to promptly facilitate the transfer of
               Crude Oil to the Refinery.  Crown shall keep
               Statoil informed of all scheduling changes, so
               Statoil can arrange for inspections and any other
               requirements.  In the event the Crude Oil is not
               completely  transferred to the Refinery prior to
               any storage costs being incurred, or within 120
               hours from the time the third party terminal
               facility starts the clock on arrival of Statoil's
               Vessel, whichever is later, and the reasons or
               fault are due to Crown, then Crown shall be
               responsible and pay for any additional storage
               costs Statoil may incur.  If the reasons or fault
               are due to Statoil including arrival of Statoil's
               Vessel outside of the nominated window specified
               in paragraph (v) above, then Crown shall make best
               efforts to facilitate the transfer of the Crude
               Oil as expediently as possible, and Statoil shall
               be responsible for any additional costs.  If the
               reasons or fault are due to the third party
               terminal facility, then neither Statoil nor Crown
               shall be responsible.

      (vii)    Crude Oil supplied to the Refinery shall be deemed
               to be in Crown's custody under the following
               circumstances:
<PAGE>


               a)   If the Crude Oil is shipped through Oil
                 Tanking, Crown takes custody when the Crude Oil
                 passes through Oil Tanking's outbound pipeline
                 meter.

               b)   If the Crude Oil is shipped through Seaway,
                 Crown takes custody when the Crude Oil passes
                 through Crown's meter from Rancho Pipeline into
                 Crown's Refinery tankage.

               c)   If the Crude Oil is delivered to Crown's
                 Refinery Dock, Crown takes custody when the
                 Crude Oil passes the delivery Vessel's
                 discharge manifold flange and the Refining
                 Dock's receiving manifold flange.

               d)   If a connection is made between HFOTI and
                 Crown's Refinery, Crown and Statoil will
                 mutually agree on a custody transfer point.

      (viii)   Statoil shall advise Crown promptly in writing of
               any significant change in the estimated time of
               arrival of a parcel of Crude Oil nominated under
               this Agreement.

      (ix)     Scheduling of Crude Oil Vessels nominated to
               discharge Crude Oil at third party storage
               terminals, prior to the Crude Oil being supplied
               to the Refinery, will be done by Statoil, unless
               such third party terminal is Oil Tanking, and
               Statoil is exercising their option to use Crown's
               throughput agreement as per Article 7 (v), in
               which case, the scheduling will be done between
               Crown and Oil Tanking.



     <PAGE>

     __________
     ARTICLE 11


     _________________________
     PRODUCTS LIFTING SCHEDULE


     (i)  Statoil will be entitled to lift Products beginning
          with the fifth calendar day after a parcel of Crude Oil
          has been  received at the Refinery, and then at the
          rate of the deemed Products yields specified in Article
          5 for the processing levels specified in Article 3
          (20,000 B/CD).  However, if Statoil supplies a parcel
          of  Crude Oil  five (5) days or more prior to the
          depletion of existing Refinery Stock, then such Crude
          Oil will not be processed concurrently with existing
          Refinery Stock. Statoil's entitlement to lift the
          Products processed from this later Crude Oil supply
          will commence, without interruption, immediately
          following depletion of existing Refinery Stock.
<PAGE>


     (ii) Crown will make all Products available to Statoil into
          the following facilities on the basis specified for
          each facility:

               a)   Third party pipeline accessed at Crown
       Refinery - FOB pipeline at Crown Refinery.
          b)   Third party pipeline accessed at GATX - FOB GATX.
          c)   Third party pipeline accessed at Oil Tanking - FOB
            Crown Refinery.
          d)   Crown's dock - FOB Vessel at Crown's dock.
          e)   GATX terminal - FOB GATX.
          f)   Oil Tanking terminal - FOB Crown Refinery.

          In Article 11 (ii) (b) and (e) above, the costs of
          delivery to GATX are for the account of Crown, but if
          storage at GATX is at Statoil's option, then the cost
          of storage at GATX is for the account of Statoil.


          The costs for such delivery to Colonial, Crown's Dock,
          and GATX are part of the Processing Fee, but the costs
          set forth in Article 7 (iii) (b) and (c) are not.

     (iii)     Statoil will schedule all Products liftings on a
          mutually agreed basis.  Crown will not unreasonably
          reject any Statoil nomination.  For planning purposes,
          Statoil will give notice to Crown of a proposed lifting
          schedule (not fixed or final) on the first working day
          of each month for the period beginning with the
          fifteenth day of the same month, through the end of
          that month, and on the fifteenth day of each month for
          the period beginning with the first day of the next
          month, through the fifteenth day of the next month. 
          Crown will make best efforts to accommodate all short
          notice liftings and changes.  Statoil's nomination
          shall state:

          a)        Whether it will lift to pipeline or ship.


          b)   If pipeline:   (i)  which pipeline and

                         (ii) which cycle.
          c)   If waterborne, Statoil will nominate a five (5)
               day loading window, to be narrowed to a three (3)
               day laycan, at least five (5) days prior to the
               first day of the original five (5) day window.



     <PAGE>



     (iv) For waterborne Products liftings, Crown will provide
          all the necessary shipping documentation according to
          instructions which must be given with adequate notice
          by Statoil.
<PAGE>


     (v)  For pipeline Products liftings, Crown will provide all
          relevant documentation, including pipeline meter
          tickets from Colonial and Texas Eastern.

     (vi) Irrespective of the location and method of how and
          where Statoil elects to lift Products, Crown shall
          provide all applicable Material Safety Data Sheets
          (MSDS) for Products lifted from and delivered from
          Crown's Refinery.


     (vii)     Crown shall be responsible for all applicable
          Environmental Protection Agency anti-dumping and
          reformulated gasoline program reporting requirements,
          as outlined under 40-CFR Part 80 (regulation of fuels
          and fuel additives; Standards for reformulated and
          conventional gasoline; Final rule) in its latest
          version, with respect to the refining of Products for
          Statoil and the transfer of Products from Crown to
          Statoil only.



     <PAGE>

     __________
     ARTICLE 12


     ______________________________________________________
     BERTH, DISCHARGE AND LOADING CONDITIONS, AND DEMURRAGE


     For the discharge of Crude Oil at the Refinery or loading of
     the Products at the Refinery, as the case may be:

     (i)  Crown shall provide a berth which a nominated Vessel,
          accepted in accordance with Articles 10 and 11, can
          safely reach, discharge Crude Oil, or load Products and
          leave, and at which such Vessel can always lie safely
          afloat.

     (ii) Vessel shall tender notice of readiness (``
                                                    NOR'') for
          discharge or loading , as the case may be, to Crown or
          its representatives (as the case may be), on arrival at
          the customary anchorage or at the pilot station,
          whichever is applicable.  The NOR can be tendered at
          any time by letter, telegraph, wireless, or telephone,
          either directly or through the Vessels agents; but for
          daylight restricted Vessels the NOR will not be deemed
          to be effective until the pilot boards the Vessel,
          provided that any delay in such pilot boarding is
          expressly and solely as a result of said daylight
          berthing restriction.

     (iii)     An allowance of six (6) continuous hours shall be
          given to the Refinery before loading or
          discharging, starting from the time the NOR becomes
          effective.

     (iv) For Vessels tendering the NOR within their nominated
          date ranges, laytime shall commence, berth or no berth,
<PAGE>


          upon the expiration of the six (6) hours under
          paragraph (iii) above or when a Vessel is securely
          moored, whichever is the earlier.

     (v)  Delays caused because passage in the Houston Ship
          Channel is prevented by adverse weather or prohibited
          by Governmental Authority shall not be included in the
          six (6) hours allowed under paragraph (iii) above, or
          in the laytime provided for in paragraph (vi) below, or
          in time on demurrage, as long as the occurrence of the
          above mentioned delays did not begin while a Vessel was
          waiting at a customary anchorage due to Crown's fault.

     (vi) The laytime allowed to Crown (Sundays and holidays
          included) for the discharging or loading of each cargo
          shall be the following :


          ___________
          Discharging-

          Crude Oil 48 hours running hours (prorata for a Part
       Cargo) when discharging at Crown's dock.


          _______
          Loading-

          Laytime shall be determined using the following minimum
       loading rates:


          Gasoline  Crown shall load Vessels at a minimum rate of
     2,500 Barrels per hour.

          Heating Oil    Crown shall load Vessels at a minimum
     rate of 4,000 Barrels per hour.


           In addition, Crown shall be able to load  Products
          Vessels with two grades simultaneously, provided that
          the Vessels' gasoline vapor space can be connected to
          Crown's vapor recovery equipment.



     <PAGE>



      (vii)    If, at Crown's request, the Vessel anchors/waits,
          which results in additional time of shifting from
          anchor/waiting place to berth after load/discharge date
          range has commenced, such additional shifting time
          shall not be deducted from laytime or time on
          demurrage.

      (viii)   For all Vessels such laytime shall cease as
     follows:

          a)   For Products Vessels, laytime shall cease upon
     disconnection of hoses.  Following the disconnection of
<PAGE>


     hoses, Crown has two (2) hours to deliver documentation on
     board the Vessel.

          b)   For Crude Vessels, laytime shall cease upon the
     disconnection of hoses (``
                              Completion of Discharge'').

     (ix) In the event that the Laytime is exceeded, Crown shall
          pay to Statoil demurrage in respect of the excess time
          based on the Vessel's charter party demurrage rate per
          Day, or in the case of a lightering Vessel, the
          contract overtime rate per Day, or in the absence
          thereof, at Worldscale at the Average Freight Rate
          Assessment (AFRA) appropriate to the size of the
          Vessel, as provided by the London Tanker Brokers Panel,
          and current on the date of commencement of Laytime. 
          Payment for undisputed demurrage shall be made within
          thirty (30) days upon receipt of Statoil's invoice. 
          However, in no event shall Crown's payment to Statoil
          exceed demurrage cost incurred by Statoil.

      (x) Crown shall not be liable to pay demurrage due to fault
          or failure of the Vessel, or if the discharge or
          loading is suspended for Vessels purposes, or for
          delays due solely to Statoil's reasons (except if there
          is an event of force majeure, in which case demurrage
          shall be paid at half the charter party demurrage
          rate).

      (xi)     If the Vessel shifts berth for any reason, other
          than a reason on the part of Statoil or the Vessel,
          then the time taken to shift berth shall count against
          Laytime or time on demurrage.

     (xii)     Any claims resulting from demurrage incurred by
          the Vessel must be received with relevant supporting
          documents, including claims received from the
          shipowners, unless a time chartered Vessel is involved,
          to Crown within ninety (90) days from the date of
          loading or unloading at Crown's Refinery.  If Statoil
          is unable to support a demurrage claim within ninety
          (90) days of the bill of lading or completion of
          discharge date at the Refinery, Crown agrees to accept
          a telex notification of a forthcoming claim within
          ninety (90) days from these dates.


     (xiii)    Vessels, which arrive outside the layday period
       nominated by Statoil, and confirmed by Crown inaccordance
       with Article 10, shall be handled as follows:


          a)   In the case of a Vessel arriving before the agreed
               laydays, Crown undertakes to use their best
               endeavors to minimize the delays to the Vessel;
               however, Crown shall only be responsible for
               having accepted the NOR to load or discharge from
               00.01 hours on the first day of the accepted
               laydays (unless Crown allows the Vessel to proceed
               to berth without protest before this time, in
<PAGE>


               which case laytime will start when the Vessel is
               all fast).



     <PAGE>



           b)  In the case of a Vessel arriving after the agreed
               laydays, Crown shall not be obliged to accept the
               NOR, or proceed with loading or discharging, until
               a berth becomes available without causing undue
               delays to other Vessels.  However, Crown
               undertakes to use their best endeavors to minimize
               the delays to any Vessel.

     (xiv)     Demurrage shall be payable in U.S. Dollars.



     <PAGE>

     __________
     ARTICLE 13




     ______________________________
     STORAGE RIGHTS AND OBLIGATIONS


     (i)  D uring the term of this Agreement, deliveries shall be
          made in accordance with Article 10 (ii) and Statoil
          shall be entitled to storage at the Refinery of 600,000
          Barrels of Crude Oil.  The cost of such storage shall
          be included in the Processing Fee as per Article 7. 
          Unless the Parties otherwise agree, and exclusive of
          storage at the Oil Tanking facility, Statoil shall
          restrict the quantity of Crude Oil in storage at the
          Refinery to a maximum of 600,000 Barrels at any given
          time.


      (ii)     As per Article 11, Statoil has the option to lift
          Products on a ratable basis once such Products are
          deemed to be produced and Statoil is entitled to them.
           Statoil also has the option to build up inventory of
          Products at the Refinery, up to 325,000 total Barrels,
          which can be composed of a maximum of 200,000 Barrels
          of 75 grade and 125,000 Barrels of regular gasoline. 
          Until such time Products need to be shipped, they can
          be stored as unfinished Products.  On a case by case
          basis, Products can be stored on exchange with
          Statoil's prior approval.  If Statoil intends to ship
          more than 200,000 Barrels of 75 grade, or 125,000
          Barrels of regular gasoline, at any time, Statoil will
          accumulate the volume in GATX and such costs will be
          for Statoil's account.
<PAGE>


     (iii)     During the spring gasoline season, for the
          transition from high RVP gasoline to low RVP gasoline
          (from approximately mid-February to early April),
          Statoil must nominate and lift gasoline on a ratable
          basis, and will not be able to store gasoline due
          Statoil on a ratable basis from a high RVP gasoline
          cycle or date range into a lower RVP gasoline pipeline
          cycle or date range, without Crown's permission.




     <PAGE>



     __________
     ARTICLE 14


     ________________
     FINAL SETTLEMENT


     It shall be assumed at the end of this Agreement, that all
     Crude Oil supplied by Statoil to the Refinery shallhave been
     processed.  Since the Colonial Pipeline requires a minimum
     shipment of 25,000 Barrels, the finalofftake of Products
     upon expiration of the term of this Agreement shall be
     settled as follows:

     (i)  If Statoil's available volume is 12,499 Barrels or less
          for any grade, then Crown shall purchase Statoil's
          entitlement for that grade at the price(s) specified
          below.  Title and ownership of said Products will
          transfer from Statoil to Crown at 00.01 hours on the
          first day immediately following the day Statoil has
          removed the last Products taken under this Agreement.

     (ii) If Statoil's available volume is 12,500 Barrels or
          more, but under 25,000 Barrels for any grade, then
          Statoil shall purchase from Crown the volume taken to
          meet the 25,000 Barrels minimum requirement at the
          price(s) specified below.

     The price to be paid for the balancing quantities specified
     above shall be determined based on the mean of the price
     quotations for the relevant grade as published in Platts
     Oilgram under the heading, ``
                                 Gulf Coast Pipeline for all
     grades, except for 75 grade Heating Oil.''
                                                The price for 75
     grade Heating Oil shall be based on the low price quotation
     in Platts Oilgram under the heading, ``
                                           Gulf Coast Pipeline
     for No. 2.''


     The price(s) for paragraph (i) above will be determined
     using the quotations effective for the published day Statoil
     removes the last Products to which it is entitled under this
     Agreement.  In the event this day is a non-published day,
     then the price will be determined using the quotations
     effective for the first published day immediately after the
<PAGE>


     day Statoil removes the last Products to which it is
     entitled under this Agreement.

     The price(s) for paragraph (ii) above will be determined
     using the quotations effective for the date the Product is
     pumped into the Colonial Pipeline, or if this is a non-
     published date, then the price(s) will be determinedusing
     the first published day immediately following the date the
     Product is pumped into the Colonial Pipeline.

     Payment for paragraph (i) above shall be made by Crown to
     Statoil within two (2) business days after the title has
     transferred and upon receipt of Statoil's invoice.

     Payment for paragraph (ii) above shall be made by Statoil to
     Crown within two (2) business days after the Colonial
     Pipeline pump date and upon receipt of an invoice from
     Crown.



     <PAGE>




     __________
     ARTICLE 15




     ________________________________
     TITLE, RISK OF LOSS, AND CUSTODY


     Statoil shall at all times have title to and ownership of
     the Crude Oil supplied by Statoil to Crown, and the Products
     delivered by Crown to Statoil, as they are deemed to have
     been processed for Statoil under this Processing Agreement,
     provided, however, that the foregoing shall be subject to
     the provisos set forth in Article 3 (ii).  Provided that
     Crude Oil is available for processing, Statoil shall be
     deemed to acquire title to Products at the Products Yield
     set forth in Article 5, at the processing rate of 20,000
     B/CD, in accordance with the processing levels set forth in
     Article 3.  Consistent with the foregoing provisions with
     respect to legal and equitable ownership, Crown shall have
     custody of the Crude Oil and Products solely as a bailor. 
     Crown shall bear all risk of loss of all Crude Oil upon
     delivery to the Refinery, and shall bear all risk of loss of
     all Products until delivery to Statoil, as provided in this
     Agreement.  In the event of a loss, Crown shall reimburse
     Statoil as follows:

     (i)  In the event of Crude Oil losses, Crown shall always
          deliver, and Statoil shall always own, Products
          quantities equal to the Products Yields specified in
          Article 5 for the quantity of Crude Oil supplied under
          this Agreement, or shall promptly reimburse Statoil at
          fair market price for the Crude Oil plus freight and
          other related costs.
<PAGE>



     (ii) In the event of Products losses or contamination, Crown
          shall immediately make up the loss or   contamination
          by transferring Products equal in quantity and quality
          to Statoil.  In the event of a large Products loss or
          contamination, Crown shall also have the option to
          promptly reimburse Statoil for the Products at the
          prices established in Article 14.

          Crown shall carry and maintain in force the following
          insurance(s) with companies satisfactory to Statoil:

     a)   Crown shall carry and maintain in force Worker's
          Compensation and Employer's LiabilityInsurance for all
          its employees engaged in performing work hereunder.

     b)   Crown shall carry and maintain in force its normal and
          customary comprehensive general liability insurance
          coverage for injury, death, or property damage,
          including any Liabilities under any Environmental Laws
          or for any environmental damages.  Crown advises that
          the following coverages are in force, and will remain
          in force, throughout the duration of this Agreement:


          Oil Insurance Ltd. (OIL) ##CONFIDENTAIL TREATMENT##
                                   ##CONFIDENTAIL TREATMENT##
                                   ##CONFIDENTAIL TREATMENT##
          OCIL                ##CONFIDENTIAL TREATMENT##
                              ##CONFIDENTIAL TREATMENT##
                              ##CONFIDENTIAL TREATMENT##
          ___________________
          commercial carriers      __________________________
                                   ##CONFIDENTIAL TREATMENT##
                                   __________________________
                                   ##CONFIDENTIAL TREATMENT##
                                   __________________________
                                   ##CONFIDENTIAL TREATMENT##

          Total pollution insurance     ##CONFIDENTIAL
                                        ##CONFIDENTIAL
                                        ##CONFIDENTIAL
     TREATMENT##
     TREATMENT##
     TREATMENT##


      c)  Crown shall carry and maintain in force insurance
          covering Crown's legal liability for the Crude Oil and
          Products of Statoil, while such Crude Oil and Products
          are in the care, custody, and control of Crown.

     <PAGE>

     d)   Crown shall indemnify Statoil for all Liabilities
          relating to the condition or operations of the Refinery
          Facilities, as well as all claims and damages resulting
          from, but not limited to, a spill of Statoil's Crude
          Oil and Product(s), fire, explosion, or other hazard,
          while such Crude Oil and Product(s) are in Crown's
          custody and care.  Crown will clean up and mitigate,
          and will pay for the clean up and mitigation of any
          spill, fire, explosion, or other hazard which occurs to
          Statoil's Crude Oil and/or Product(s) while in Crown's
          custody at the Refinery Facilities.  Crown warrants
          that it possesses adequate insurance to cover all such
          claims and Liabilities, and will maintain this
          insurance for the term of this Agreement.


     e)   Upon request by Statoil, Crown shall have its insurance
          carrier(s) furnish to Statoil certified copies of their
          insurance policies and/or insurance certificates
          specifying that noinsurance will be canceled, or its
<PAGE>


          terms materially changed, during the term of this
          Agreement, unless Statoil is given at least thirty (30)
          days notice prior to cancellation or prior to a
          material change becoming effective.



     <PAGE>




     __________
     ARTICLE 16


     __________________________________
     QUANTITY AND QUALITY DETERMINATION


     Part I.        ``
                     _________
                     Crude Oil''


     Determination of quantity and quality of the Crude Oil
     supplied to the Refinery, pursuant to the provisions of this
     Agreement, shall be in accordance with the latest API and
     ASTM standards and principles in effect at the time of
     supply.

     All measurements of Crude Oil quantity and quality shall be
     determined by a mutually acceptable Independent Inspector,
     appointed by Statoil.  The costs of this inspection shall be
     borne equally between Statoil and Crown.

     I.   Quantity

     The net quantity of Crude Oil supplied by Statoil for
     Processing, and upon which Statoil'sentitlement of refined
     Products is to be evaluated, will be determined by measuring
     the TCV quantity supplied to the Refinery and reducing this
     quantity to NSV as detailed below:

     A) __________________________________________________
         Crude Oil being supplied via Third Party Terminal:


          1)   The TCV quantity of the Crude Oil supplied shall
            be determined by proven meters at the Third Party
            Terminal.  In the event that the third party
            terminal is not Oil Tanking Terminal, the location
            of the proven meters and the method of quantity
            determination will be discussed between Statoil and
            Crown, and agreed to on a case by case basis.

          2)  If meters are unavailable, not functioning
            correctly, or determined by the Independent
            Inspector to be inaccurate, THEN the supplied
            quantity shall be based upon static shore tank up
            gauge measurements at the Refinery (subject to
            Article 16, Part I, (I) (A) (4) below), in full
            accordance with API Chapters 17.1, 17.2, and 3.1A,
            with all receiving shore tanks complying with the
            following:
<PAGE>


               (i)  All receiving shore tanks shall, if
                  possible, contain sufficient Crude Oil, prior
                  to receipt, to ensure that the floating roofs
                  are afloat and clear of the critical zone by a
                  minimum of twelve (12) inches.  If this
                  situation is not practical, then the receiving
                  shore tanks shall contain sufficient Crude
                  Oil, prior to receipt, to ensure that the
                  liquid level can be accurately measured in the
                  main body of the tank and clear of the tank
                  bottom calibrations.

               (ii)  All receiving shore tanks shall be
                  calibrated for critical measurement as set
                  forth by API 2.2 ASTM designation 1220.

          3)   If the receiving shore tank(s) at the Refinery are
            active, do not meet the requirements specified
            above, the Independent Inspector cannot verify the
            measurements prior to or after receipt, or the
            Independent Inspector determines that these shore
            tank measurements are not representative of the
            volume delivered from the Third Party Terminal, THEN
            the supplied quantity shall be based upon static
            shore tank down gauges at Third Party Terminal, as
            calculated by the Independent Inspector.

     <PAGE>

          4)   If the TCV quantity of the Crude Oil supplied to
            the Refinery is to be determined by shore tank up
            gauge measurements at the Refinery (as detailed in
            Article 16, Part I, (I) (A) (2) above), THEN it
            shall be recognized that it is not practical to
            verify the fullness of the pipeline, between the
            third party terminal and the Crown Refinery, prior
            to commencement of transfer, nor is it practical to
            verify the integrity of this pipeline.  Such lack of
            line verification, prior to the transfer, shall be
            considered by the Independent Inspector when
            determining whether the shore tank measurements at
            the Refinery are representative of the volume
            delivered from the Third Party Terminal.  The shore
            tank down gauges at the third party terminal shall
            always be manually taken, and the volumes delivered
            shall be compared to the volume received at the
            Refinery.  Such a comparison shall be taken into
            account by the Independent Inspector in determining
            whether or not these Refinery up gauges shall be
            deemed representative.

     B)   ___________________________________________________
          Crude Oil being supplied via dock at Crown Refinery



          1)   The TCV quantity of the Crude Oil supplied shall
            be determined by proven meters at the Refinery.

          2)   If meters are unavailable, not functioning
            correctly, or determined by the Independent
<PAGE>


            Inspector to be inaccurate, THEN the supplied
            quantity shall be based upon shore tank up gauge
            measurements at the Refinery, in full accordance
            with API Chapters 17.1, 17.2, and 3.1A, with all
            receiving shore tanks complying with the following:


              (i)   All receiving shore tanks shall, if possible,
                    contain sufficient Crude Oil, prior to
                    receipt, to ensure that the floating roofs
                    are afloat and clear of the critical zone by
                    a minimum of twelve (12) inches.  If this
                    situation is not practical, then the
                    receiving shore tanks shall contain
                    sufficient Crude Oil, prior to receipt, to
                    ensure that the liquid level can be
                    accurately measured in the main body of the
                    tank and clear of the tank bottom
                    calibrations.
               (ii) All receiving shore tanks shall be calibrated
       for critical measurement as set forth by API 2.2 ASTM
       designation 1220.


          3)   If the receiving shore tank(s) are active, do not
            meet the requirements specified above, the
            Independent Inspector cannot verify the measurements
            prior to or after receipt, or the Independent
            Inspector determines that the shore tank
            measurements are not representative, THEN the
            Vessel's arrival figures, less Remaining On Board
            (``ROB''), adjusted by the Vessel's experience factor
            (``VEF''), as calculated by the Independent
            Inspector, shall be used.  The Independent
            Inspector's determination of quantity, including the
            results of the line displacement detailed below,
            shall be binding upon both parties and used for
            invoicing purposes.

          4)   If the TCV quantity of the Crude Oil supplied to
            the Refinery is to be determined by shore tank
            measurements at the Refinery (as detailed in Article
            16, Part I, (I) (B) (2) above) then:

            In the event that the Crude Oil is being supplied
            via Crown's dock at the commencement of discharge,
            after the opening shore tanks gauges have been
            established, the mutually appointed Independent
            Inspector shall monitor the performance of a line
            displacement consisting of the delivering Vessel
            pumping to the furthest receiving shore tank.  The
            line displacement is to be carried out in accordance
            with API Chapter 17.6.10.3.  The quantity to be
            displaced shall be 120 percent of the combined
            capacity of all designated Vessel and shore transfer
            lines (API Chapter 17.6.10.3.5).



     <PAGE>
<PAGE>




            In accordance with API Chapter 17.6.10.1.4, the
            volume tolerance for the line displacement will be
            derived from the ``precision of measurement''
            indicated in Chapter 17.6.11, that is 1/8 inch (or 3
            mm).  Therefore, the accepted tolerance for a line
            displacement shall be the total of the volume
            equating to / inch in the receiving shore tank
            calibrations, plus the volume equating to / inch in
            the delivering Vessel tank calibrations.  This
            tolerance represents the measurement precision limit
            (1/8 inch) for the opening and closing gauges, for
            both the receiving shore tank and the delivering
            Vessel tank.

            If the difference between the volume that the shore
            tank received, and the volume that the Vessel
            delivered, is within the accepted tolerance stated
            above, or if the volume that the shore tank received
            is in excess of the volume that the Vessel
            delivered, then the shore line is to be considered
            full.

            If the volume that the shore tank received is less
            than the volume that the Vessel delivered by an
            amount greater than the accepted tolerance described
            above, then the line shall be considered slack.  In
            cases when the line is found to be slack, then
            entire difference between the shore tank received
            volume and the Vessel delivered volume shall be
            credited to the final outturn volume.

            If the shore and Vessel volumes differ by more than
            the accepted tolerance described above, the
            receivers may exercise the option of carrying out a
            second line displacement (as detailed in API Chapter
            17.6.10.3.7, step 4).  If the Vessel delivered/shore
            received volume difference for the second
            displacement is within the accepted tolerance, then
            only the entire difference resulting from the first
            displacement shall be credited to the final outturn
            volume.  If, in the second displacement, the volume
            that the shore tank received is less than the volume
            that the Vessel delivered by an amount greater than
            the accepted tolerance, then the entire differences
            resulting from the first displacement, plus the
            second displacement, shall be credited to the final
            outturn volume. 





         5)    The Refinery personnel present at the discharge
            are required to have the necessary authority to
            agree to all measurements mentioned above.  Any
            delays incurred resulting from a dispute after the
            first line displacement, including the carrying out
<PAGE>


            of a second displacement, and until discharge has
            resumed, is for Crown's account.



     II.  Quality:

     The net quantity of Crude Oil supplied to the Refinery shall
     be calculated by deducting, from the TCV quantity measured
     supplied to the Refinery, sediment and water as detailed
     below:

       1) The sediment and water of the Crude Oil supplied to the
          Refinery will be as determined by analysis, carried out
          by the Independent Inspector, on a representative
          sample of the Crude Oil being supplied.


          The representative sample used shall be taken by an
          automatic inline sampler.  Such a sampler shall be
          located at the third party storage facility or at the
          Refinery.  In the event that the inline sampler is
          located at the Refinery, then provisions must be made
          to ensure that the shore line contents, in the case
          when the Crude Oil is being supplied via a third party
          terminal, are not sampled as part of the supplied Crude
          Oil.

     <PAGE>


     2)   However, in the event that an inline sampler is not
          fitted, is out of order, malfunctions during the
          transfer, or the Independent Inspector deems that the
          samples drawn by said inline sampler are not
          representative of the Crude Oil supplied (by making
          comparisons to free water and sediment and water (S&W)
          content of Crude Oil delivered by Vessel), then the
          sediment and water deduction shall be determined by:

            (i)     In the event that the Crude Oil is being
               supplied via Crown's dock, then the sediment and
               water deduction shall be determined from a
               representative Vessel composite sample, taken from
               the Vessel prior to discharge, plus quantity of
               free water delivered by the Vessel, as measured on
               board the Vessel before starting and after
               completing unloading operations.


            (ii)    In the event that the Crude Oil is being
               supplied via a third party terminal, then the
               sediment and water deduction shall be determined
               from a representative sample based on a composite
               of the third party terminal delivering shore
               tank(s), prior to commencement of delivery.

     Certificates of quality and quantity countersigned by an
     Independent Inspector will be final and binding on both
     parties.
<PAGE>




     Part II.   ``
                 ________
                 Products''


     Determination of quantity and quality of the Products lifted
     by Statoil, pursuant to the provisions of this Agreement,
     shall be in accordance with the latest API and ASTM
     standards and principles in effect at the time of lifting.

     Whenever it is necessary for measurements of Products
     quantity to be determined by a mutually acceptable
     Independent Inspector, such inspector shall be appointed by
     Statoil.  The costs of any such inspection shall be borne
     equally between Statoil and Crown.


     I.   Quantity:


     The net quantity of the Products lifted shall be determined
     on the following basis, depending upon the method of
     lifting:



       1) If the Product is being lifted via a third party
          pipeline, and the pipeline can be accessed directly
          from the Refinery, the quantity lifted shall be
          determined by the proven meters applicable to the
          intake of that pipeline.



       2) If the Product is being lifted by Vessel at the Crown
          dock, then the quantity lifted shall be based upon
          static shore tank down gauges at the Refinery.  In this
          case, the delivering shore tanks shall be in the
          following condition for both opening and closing
          gauges: 


               (i)  Floating roof tanks:  the tank shall contain
                 sufficient Products, open and close gauges, to
                 ensure that the floating roof is floating and
                 clear of the critical zone by a minimum of six
                 (6)inches.

     <PAGE>


               (ii)  Non-floating roof tanks:  the tank shall
                 contain sufficient Products, open and close
                 gauges, to ensure that the Products level is
                 above the tank fill line.


          All shore tank gauging should be carried out in full
          accordance with API Chapters 17.1 and 17.2, guidelines
          for marine cargo inspection, and API Chapter 3.1A.
<PAGE>


          If the quantity lifted is to be based upon shore tank
          down gauges at the Refinery, then Crown shall provide a
          method, acceptable to Statoil and the mutually accepted
          Independent Inspector, to verify that all pipelines are
          full, prior to the commencement of transfer, in
          accordance with API Chapter 17.6. 





       3) If the Products is being stored at a third party
          storage facility, at Statoil's option, whether for
          subsequent shipment by pipeline or Vessel, the quantity
          supplied shall be based on the static shore tank
          upgauge at the third party storage facility which has
          received the delivery from Crown.  The measurement will
          be made at the time of delivery.

       4) If the Product is being stored at a third party storage
          facility, at Crown's option, the quantity lifted shall
          be based as follows:



              (i)  If the Product is eventually lifted via a
                third party pipeline, the quantity supplied
                shall be determined by the proven meters
                applicable to the intake of that pipeline.

             (ii)  If the Product is eventually lifted by
                Vessel, the quantity supplied shall be based on
                static shore tank down gauges at the third party
                terminal.  In this case the delivering shore
                tanks shall be in the following condition for
                both opening and closing gauges:


                   a)  Floating roof tanks:  the tank shall
                     contain sufficient Products, open and close
                     gauges, to ensure that the floating roof is
                     floating and clear of the critical zone by
                     a minimum of six (6) inches.

                   b)  Non-floating roof tanks:  the tank shall
                     contain sufficient Products, open and close
                     gauges, to ensure that the Products level
                     is above the tank fill line.


          If the quantity lifted is to be based upon shore tank
          down gauges at the third party terminal, then a method
          shall be employed, acceptable to Statoil and the
          mutually accepted Independent Inspector, to verify that
          all pipelines are full, prior to the commencement of
          transfer, in accordance with API Chapter 17.6. 


      5)     If  Product lifted is being delivered directly into
          a third party's tanks at either GATX or Oil Tanking,
<PAGE>


          then the quantity lifted shall be based on the static
          shore tank up gauge measurements at these facilities. 
          In the event that the intended receiving shore tanks at
          either GATX or Oil Tanking are active, or cannot be
          accurately measured due to some other event or reason,
          then the quantity lifted shall be based on the
          delivering shore tank down gauge measurements at the
          Refinery.

          If Products were to be delivered directly into a
          terminal other than GATX or Oil Tanking, then the
          lifted quantity can be determined (as detailed in
          Article 16, Part II, (I) (5) above), if both Statoil
          and Crown are in agreement.



     <PAGE>


     II.  Quality:

     The quality of the Products supplied by the Refinery will be
     as determined by:



       1) In the case where the Product is being lifted by
          pipeline, and the pipeline can be accessed directly
          from the Refinery, the quality will be determined by
          analysis, carried out at the Refinery laboratory, of a
          representative sample of the Products being lifted, as
          drawn from the delivering storage tanks at the
          Refinery.

       2) In the case where the Product is being lifted by Vessel
          at Crown's dock, the quality will be determined by
          analysis, carried out at the Independent Inspector's
          laboratory, on a representative sample of the Products
          being lifted, as drawn from the delivering storage
          tanks at the Refinery.

       3) In the case where the Product is stored at a third
          party storage facility, at Statoil's option, whether
          for subsequent shipment by pipeline or Vessel, the
          quality will be determined by analysis, carriedout at
          the Independent Inspector's laboratory, on a
          representative sample of the Products being supplied,
          as drawn from the delivering storage tanks at the
          Refinery.

       4) In the case where the Product is stored at a third
          party storage facility, at Crown's option, the quality
          will be determined by analysis, carried out at the
          Independent Inspector's laboratory, on a representative
          sample of the Products being lifted, as drawn from the
          delivering storage tanks at the third party terminal.

       5) In the case where the Product is delivered directly
          into a third party's tanks at either GATX or Oil
<PAGE>


          Tanking, the quality will be determined by analysis,
          carried out at the Independent Inspector's laboratory,
          on a representative sample of the Products being
          lifted, as drawn from the delivering storage tanks at
          the Refinery.

          The representative sample used shall be taken from the
          shore tanks prior to lifting, and the subsequent
          analysis carried out, in accordance with the latest
          API/ASTM standards in effect at the time. 

     The costs of this analysis shall be borne equally between
     Statoil and Crown.

     Certificates of quality and quantity, countersigned by an
     Independent Inspector, will be final and binding on both
     parties.

     Samples of Crude Oil supplied and Products lifted will be
     retained, by the party carrying out the sampling and
     analysis, for a period of forty-five (45) days from the
     completion of supply date, in respect of Crude Oil being
     supplied, and from Bill of Lading date in respect of
     Products being lifted



     <PAGE>




     ___________
      ARTICLE 17


     ________
     AUDITING



     Statoil, and its duly authorized representatives, shall have
     access to the accounting records and other documents
     maintained by Crown, or any subcontractors, which relate to
     this Processing Agreement, and shall have the right to
     inspect or audit such records at any reasonable time or
     times during the term of this Agreement, or within one (1)
     year after the termination of this Agreement.  Crown shall
     preserve, and shall cause all subcontractors to preserve,
     all of the aforesaid documents for a period of at least one
     (1) year after completion of contract supplies under this
     Agreement.

     Upon request by Crown, Statoil shall provide Crown with all
     documents and records in Statoil's possession that relate to
     performance under this Agreement.



     <PAGE>
<PAGE>


     __________
     ARTICLE 18


     __________________________
     SUSPENSION AND TERMINATION



     In addition to any rights of termination or suspension
     granted in Articles 3, 19, 21, and 22 of this Agreement,
     this Agreement may be terminated at any time as follows:


     Either Party may, at its sole discretion, and in addition to
     any other legal remedies it may have, in law or equity,
     forthwith upon giving notice to the other Party, suspend or
     require the suspension of deliveries of the Crude Oil and/or
     terminate the Agreement, and/or stop, or direct Crown to
     stop, processing Crude Oil owned by Statoil being in the
     custody of Crown, and/or direct Crown, subject to the right
     of Crown to offset any invoiced, unpaid, and overdue
     Processing Fees or other payment due to Crown at the market
     prices established in Article 21, to make all Product(s)
     owned by Statoil, available for immediate lifting if:



     18.1 by mutual written consent of the parties;


     18.2 by either Statoil or Crown, within thirty (30) days
          after receipt of notice from the other that any
          representation or warranty made by the other Party is
          untrue in any material respect, or any condition to
          such Party's obligations cannot be satisfied;

     18.3 by either Statoil or Crown, should the other Party
          commit a material breach in prompt performance of any
          of the terms or conditions of this Agreement, and
          should such material breach continue for thirty (30)
          days after written notice thereof by Statoil to Crown
          or Crown to Statoil;


     18.4 by either Party, if the other files a petition or
          otherwise commences or authorizes the commencement of a
          proceeding or case under any bankruptcy,
          reorganization, or similar law, for the protection
          against creditors, or has any such petition filed or
          proceeding commencedagainst the Party;

     18.5 by either Party, if the other Party becomes bankrupt or
          insolvent, or makes an assignment for the benefit of
          its creditors (however evidenced);

     18.6 by either Party, if the other Party is unable, or in
     the other Party's reasonable opinion is
          expected to be unable or unwilling, to pay its debts as
          the same become due;
<PAGE>


     18.7 by either Party, if there is a major change in the
          direct or indirect ownership of the other Party;

     18.8 a receiver is appointed or an encumbrancer takes
          possession of the whole or a significant part of the
          assets or undertaking of the other Party;

     18.9 by either Party, if the other Party fails to give
          adequate assurances of its ability to perform within
          five (5) business days upon a reasonable request
          therefore;



     <PAGE>



     18.10     by either Party, if the other Party ceases, or
          threatens to cease, to carry on its business or a major
          part thereof ,or a distress, execution, or other
          process is levied or enforced or sued out upon or
          against any significant part of the property of the
          other Party, and is not discharged within fourteen (14)
          days;

     18.11     by either Party, acting as a reasonable and
          prudent company anticipates that the other company will
          come into such situation as described above.

     18.12    by Statoil, if thirty (30) days written notice is
          given to Crown that the facilities required for
          performance under this Agreement fail to perform up to
          the standards required by this Agreement.  This may
          include, but not be limited to, the ability to meet
          waterborne lifting schedules in a timely and economic
          fashion;

     18.13     by Statoil, should the enactment and
          implementation of changes in U.S. import or export
          Taxes, duties, or other governmental action, in its
          effects or consequences, result in materially reduced
          economic incentives for Statoil, associated with or
          related to the Crude Oil processing hereunder (which
          shall be documented by Statoil), then the parties shall
          at Statoil's written request meet in order to agree on
          adjustment of the Agreement, which will eliminate such
          materially reduced incentives.  If the parties fail to
          agree within ninety (90) days after the request for a
          meeting is received, this Agreement will terminate
          immediately;

     18.14     If the transactions contemplated by this Agreement
     are terminated as provided herein:

          a)  all confidential information received by any Party
           hereto, with respect to the other Party or any of its
           affiliates, shall be treated in accordance with this
           Agreement; and
<PAGE>


          b)  notwithstanding the foregoing, termination of this
           Agreement, pursuant to Article 18.2, 18.3, 18.4,
           18.5, 18.6, 18.8, 18.9, 18.10, and 18.11, hereof
           shall not in any way limit or restrict the rights and
           remedies of any Party hereto, against any Party
           hereto, which has violated or breached any of the
           representations, warranties, covenants, and
           agreements or other provisions of this Agreement
           prior to termination hereof.

     18.15     In the event of termination under this Article,
          Crown has an obligation to purchase any Crude Oil which
          has not been processed, or deemed to be processed, at a
          price determined in accordance with Article 21 (vii). 
          Statoil shall have the right to immediately take
          delivery of all Product(s) owned by Statoil and in
          accordance with Article 14, Final Settlement.



     <PAGE>





     __________
     ARTICLE 19


     _________________
     CREDIT CONDITIONS  

     The then current value of Crude Oil and Products held in
     storage by Crown on Statoil's behalf, pursuant to this
     Agreement, shall be debited against any credit facility
     which Statoil shall make available to Crown for this and/or
     any other business purpose.  At Statoil's request, and upon
     reasonable notice, Crown shall provide to Statoil
     information sufficient to enable Statoil to ascertain
     Crown's current financial condition, and for Statoil to
     assure itself of the security of Crude Oil and Products
     owned by Statoil which is in Crown's custody.

     Statoil reserves the right, immediately and without prior
     notice, to terminate or suspend any credit facility, and any
     other credit arrangements, which Statoil shall make
     available to Crown for this and/or any other business
     purpose, whenever, in its sole judgment, Statoil considers
     Crown's financial condition to present an undue risk to the
     security of Statoil's assets in Crown's custody, or should
     Statoil conclude that it has not or cannot obtain sufficient
     information to ascertain the security of such assets.  In
     the event that such termination or suspension is initiated,
     then Statoil shall immediately notify Crown, and Crown shall
     then have the option of opening an irrevocable, stand-by
     Letter of Credit, in the format and wording stated in
     Addendum Two, with a financial institution acceptable to
     Statoil, and for a duration specified by Statoil, to cover a
     value as determined by Statoil, up to the full value of
     Statoil's assets as may be held by Crown during the course
     of this Agreement.
<PAGE>


     If Crown elects not to open such a letter of credit, or if
     such letter of credit, acceptable to Statoil, is not opened
     within one (1) business day of notification by Statoil, or
     if Statoil has not received written notification (in the
     form of a telex or telefax) from the issuing financial
     institution within one (1) business day of notification by
     Statoil, confirming that said financial institution is in
     the process of opening such letter of credit (under which
     circumstance such letter of credit shall be opened within
     two (2) business days of original notification by Statoil),
     then Statoil reserves the right to terminate or suspend this
     Agreement.  Upon suspension or termination of this
     Agreement, in accordance with this Article, Crown
     immediately shall purchase from Statoil all Crude Oil owned
     by Statoil, and not yet processed, at a price computed
     according to the formula set forth in Article 21.  Crown
     shall pay Statoil for such Crude Oil within one (1) business
     day from receipt of Statoil's invoice.  Crown also shall
     make available to Statoil for immediate lifting, all
     Products owned by Statoil that remains in Crown's custody in
     accordance with Article 14, Final Settlement.

     For the purposes of this agreement such letter of credit
     shall only be considered opened at such time as a telex is
     received, by both Den Norske Bank and Statoil, from the
     issuing financial institution, stating that they have opened
     a letter of credit with Statoil as the beneficiary.

     In the event that Crown opts to open an irrevocable, stand-
     by Letter of Credit, pursuant to this Article, then such
     Letter of Credit shall be in the exact format and wording as
     detailed in Addendum Two to this Agreement.

     In the event that Crown elects to open a letter of credit,
     as detailed above, then all bank charges, and any additional
     costs, related to the opening of such letter of credit,
     shall be strictly for the account of Crown.



     <PAGE>



     __________
     ARTICLE 20


     _________
     INDEMNITY


     (i)  Crown agrees to protect, defend, indemnify, and hold
          harmless, Statoil and its Affiliates, from and against
          any Liabilities arising out of this Agreement, or in
          connection with the receipt, storage, custody,
          processing, or transfer of Crude Oil within the
          Refinery Facilities, or storage, custody, processing,
          transfer, or delivery of Product(s) at any time,
          including, without limitation, any Liabilities directly
          or indirectly arising out of or related to:  (a)  any
          loss, spill, discharge, or release of Crude Oil and/or
<PAGE>


          Products, irrespective of such cause;  (b) any act or
          omission on the part of Crown, including Crown's
          employees, nominees, agents, or any other individual or
          entity acting on behalf of Crown, in connection with or
          related to this Agreement;  c Liabilities arising out
          of or in connection with the operation of the Refinery
          Facilities by Crown, including Crown's employees,
          nominees, agents, or any other individual or entity
          acting on behalf of Crown, or with any discharge or any
          emissions from the Refinery, or the delivery, custody,
          or storage of the Crude Oil and Products, or Crude Oil
          or Products of any other Party; or  (d) any breach or
          violation of Environmental Laws.  This indemnification
          obligation shall survive the term of this Agreement,
          irrespective of any permitted assignment pursuant to
          this Agreement.

     (ii) Statoil agrees to protect, defend, indemnify, and hold
          harmless, Crown and its Affiliates, from and against
          any Liabilities arising out of this Agreement, or in
          connection with the receipt, storage, custody, or 
          transfer of Crude Oil, prior to the Crude Oil being
          deemed to be in Crown's custody, pursuant to Article 10
          (vii), or storage, custody, use, transfer, or delivery
          of Product(s), subsequent to the delivery of Products
          to Statoil, pursuant to Article 11(ii), including,
          without limitation, any Liabilities directly or
          indirectly arising out of or related to:  (a) any loss,
          spill, discharge, or release of Crude Oil and/or
          Products, irrespective of such cause;  (b) any act or
          omission on the part of Statoil, including Statoil's
          employees, nominees, agents, or any other individual or
          entity acting on behalf of Statoil, in connection with
          or related to this Agreement; or  (c) any breach or
          violation of Environmental Laws.  This indemnification
          obligation shall survive the term of this Agreement,
          irrespective of any permitted assignment pursuant to
          this Agreement



     <PAGE>




     __________
     ARTICLE 21


     ________________
     REFINERY CLOSURE


     (i)  Should Crown be forced to cease processing under the
          terms of this Agreement, as a consequence of Labor
          Disputes (as defined in Article 22), but only with
          respect to Crown employees at the Refinery, and
          therefore be unable to provide the Products supply
          obligations under this Agreement, and the situation
          continues for a period of five (5) days, then Crown
          shall either:
<PAGE>


               a)   supply Statoil with Products that Statoil is
          deemed to be the owner of under this Agreement, or

            b) purchase from Statoil the Products entitlement at
               a price(s) specified in paragraph (v) below.


     (ii) Crown shall continue to supply Statoil with Products,
          or purchase from Statoil the Products entitlement, for
          up to twenty (20) consecutive days of a Refinery
          shutdown due to labor disputes, but only with respect
          to Crown employees at the Refinery.  If Crown elects to
          purchase Statoil's Products entitlement, the price(s)
          will determined as specified in paragraph (v) below.
     (iii)     Notwithstanding paragraphs (i) and (ii) above,
          Crown will keep Statoil updated on all labor
          negotiations, and the best estimate of the settlement
          date and restart of this processing Agreement.

     (iv) In the event the Refinery is unable to process under
          the terms of this Agreement, for a period of twenty
          (20) consecutive days, then Statoil shall have the
          option to:

            a) terminate this Agreement, or

            b) suspend supplies of Crude Oil, until such time as
               the Refinery has settled the labor dispute, but
               only with respect to Crown employees at the
               Refinery, and restarted Refinery operations, or

            c) suspend supplies of Crude Oil, until such time as
               the Refinery has restarted operations,and extend
               the end of the contract period, such that the
               volumes not processed during the suspension of
               deliveries, can be made up at the end of the
               current agreement period.


          In the event of Article 21 (iv) (a) and (iv) (b) above,
          the minimum supply of Crude Oil as specified in Article
          3 shall not apply.



     (v)  The price to be paid by Crown in paragraphs (i) and
          (ii) above, if Crown elects to purchase Statoil's
          Products entitlement, shall be as follows:

            a) For all grades, except 75 grade Heating Oil, the
               mean quotation for the relevant Products, as
               quoted in Platts Oilgram under the heading, ``
                                                            Gulf
               Coast Pipeline,''
                                effective for the date of
               entitlement shall be used.  In the case of
               weekends and non-published days, the ished
               immediately following the date of entitlement
               shall be used.

     <PAGE>
<PAGE>


            b) For 75 grade Heating Oil, the mean quotation, as
               published in Platts Oilgram under the heading,
               ``
                Gulf Coast Pipeline,'' effective for the date of
               entitlement for No. 2 shall be used.

          In the case of weekends and non-published days, the
          quotation published immediately following the date of
          entitlement shall be used.

     (vi) Products purchased by Crown under this Article, Statoil
          shall invoice Crown on a weekly basis, and payment
          shall be made by Crown within two (2) business days
          upon receipt of invoice.   

     (vii)     In any of the above options, Crown has an
          obligation to purchase any Crude Oil which has not been
          processed, or deemed to be processed, during the first
          twenty (20) days of shutdown, at a price equal to the
          value of the Products, determined in accordance with
          Article 21 (v), for the Products yields set forth in
          Article 5, minus the Processing Fee for the Crude Oil
          subject to the purchase obligation.  Payment for the
          Crude Oil shall be made within two (2) business days,
          upon receipt of invoice from Statoil.



     <PAGE>


     __________
     ARTICLE 22


     _____________
     FORCE MAJEURE


     For purposes of this Agreement, the term Force Majeure Event
     shall mean, and include, any of the following,that
     materially and adversely affect Crown's or Statoil's ability
     to perform under this Agreement:

       (i)     Fire, earthquake, explosion, lightning, epidemic,
          hurricane, flood, drought, hazardous weather,
          landslide, collisions, strandings, storms, disease,
          pestilence, and other actions of the elements, natural
          calamity, or Acts of God;

       (ii)    Subject to Article 21 of this Agreement, strikes,
          grievances or actions by and among workers, lockout,
          labor dispute, or any other labor difficulties, for
          whatever reason, by any labor group orindividuals,
          whether or not involving employees of Crown or Statoil,
          the Refinery Facilities, Vessels, third party storage
          facilities, or subcontractor; and whether or not such
          labor difficulty could be settled by acceding to any
          demands of any such labor group or individuals (``
                                                           Labor
          Disputes''
                   );
<PAGE>


     (iii)     War, hostilities, whether declared or undeclared,
          revolution or insurrection, civil commotion, unrest,
          riots or disorders, acts of the public enemy, pirates,
          or other belligerents, terrorism, sabotage, blockade or
          embargo;
     (iv) Any act of any international, national, port,
          transportation, local government, or other Governmental
          Authority, which prohibits or restricts the use of the
          Refinery Facilities, Vessels, third party storage
          facilities, or which prohibits or restricts the
          delivery of the Crude Oil;

     (v)  Any other acts, whatsoever, whether similar or
          dissimilar to those above enumerated, and whether
          foreseeable or unforeseeable, beyond the reasonable
          control of a Party (each a ``
                                      Force Majeure Event'').


     If the performance of this Agreement, or any obligation
     thereunder, is materially and adversely prevented,delayed,
     restricted, or interfered with, in whole or in part, by a
     Force Majeure Event, the Party so affected, upon giving
     prompt notice of the other Party, subject to Article 21,
     shall be excused from such performance of their obligations
     to the extent of such prevention, delay, restriction, or
     interference (and the other Party shall likewise be excused
     from performance so prevented, delayed, restricted or
     interfered with);  provided that the Party so affected shall
     use its reasonable efforts to avoid or remove such causes of
     nonperformance, and all the parties shall continue
     performance hereunder with the utmost dispatch whenever such
     causes are removed; provided further that nothing herein
     contained shall be construed or interpreted as:  (a)
     requiring any Party to accede to any demands of employees or
     labor unions, which such Party, in its sole discretion,
     shall consider unreasonable; or  (b) relieving any Party
     from its obligations to pay, when due, any amount owed by
     such Party for a period prior to the occurrence of the Force
     Majeure Event.



     During the period of a Force Majeure Event, whether declared
     by Crown or Statoil, Statoil shall not beobligated to make
     any Processing Fee payments for Crude Oil not delivered or
     processed during the ForceMajeure Event.





     <PAGE>



     In the event of any delay or nonperformance caused by any
     Force Majeure Event, the Party affected shall provide verbal
     notice of the Force Majeure Event as soon as possible, but
     no later than twelve (12) hoursfollowing the time at which
     such Party had knowledge of the Force Majeure Event, and
<PAGE>


     shall, within two (2)business days after the time at which
     such Party had knowledge of the Force Majeure Event, provide
     the other Party with notice of the nature, cause, date of
     commencement, and anticipated extent of such delay or
     nonperformance.

     If performance of this Agreement is suspended due to a Force
     Majeure Event that is a Labor Dispute at theRefinery, which
     continues for a period of five (5) days or more, the
     Parties' performance obligations and options as to
     termination, shall be as proved in Article 21.

     If performance, by either Party of its obligations under
     this Agreement, is suspended due to a Force Majeure Event
     which is not within Article 21, the Parties' respective
     options are as follows:


     a)   If performance is suspended by a Force Majeure Event
          for less than thirty (30) consecutive calendar days
          from the date notice is given, the time, within which
          either Party is obligated to perform under this
          Agreement, shall be extended for a period equal to such
          period of suspension;

     b)   If performance is suspended by a Force Majeure Event
          for thirty (30) consecutive calendar days or more from
          the date notice is given, either Party may terminate
          this Agreement by giving written notice to the other
          Party, and neither Party shall have any further
          liability to the other, except for rights and remedies
          previously accrued under this Agreement, and
          obligations to pay sums then due and owing.

          Any Crude Oil, not processed by the date of notice of
          such termination, shall be deemed to have been
          processed into Products which Statoil is entitled to
          lift, and shall be made available to Statoil.  Crown
          shall deliver all Products to Statoil, including those
          deemed processed from Refinery Stock existing at the
          time of termination, in accordance with Article 14.

     c)   If this Agreement is not terminated pursuant to Article
          22 (b) above, performance shall resume to the extent
          made possible by the end or amelioration of the Force
          Majeure Event,      in accordance with the terms of
          this Agreement, except that:  (i) the time, within
          which the Parties are obligated to perform under this
          Agreement, shall not be extended; and  (ii) the
          quantities of Crude Oil to be supplied, and the
          Products to be delivered, under this Agreement shall be
          ratably reduced, by the quantity of Crude Oil not
          supplied or Products not delivered, during the duration
          of the Force Majeure Event.

     <PAGE>
<PAGE>




     __________
     ARTICLE 23




     ___________________
     LAW AND ARBITRATION



     This Agreement shall be construed in accordance with, and
     governed by, the Laws of the State of New York.

     The Parties to a dispute under this Agreement shall make
     every effort to solve, promptly and in good faith,such
     dispute.  Disputes or controversies arising hereunder, which
     cannot be resolved by the parties, shall beexclusively and
     definitively resolved by arbitration, and conducted by three
     arbitrators in accordance with thearbitration rules of the
     International Chamber of Commerce (ICC), from time to time
     in force, which rules aredeemed for that purpose to be
     incorporated by reference herein.  The place of arbitration
     shall be New York,New York, USA.  The costs of any
     arbitration shall be borne equally by each Party, except
     that each Partyshall be responsible for its own legal fees
     and expenses.  Judgment may be obtained upon any arbitration
     decision by any court of competent jurisdiction, or
     application may be made to such court for a judicial
     acceptance to the award or an order of enforcement, as the
     case may be.




     <PAGE>

     __________
     ARTICLE 24




     _____________________________________________________
     REPRESENTATIONS, WARRANTIES, AND COVENANTS OF STATOIL




     Statoil represents and warrants as follows:

        24.1   Statoil is a corporation duly organized, and
               validly existing, in good standing under the Laws
               of the State of Delaware, and has full corporate
               power and authority to enter into this Agreement,
               and to carry out the transactions contemplated
               hereby.  The execution and delivery of this
               Agreement, and the consummation of the
               transactions contemplated hereby, have been duly
               and validly authorized by all necessary corporate
               action of Statoil.
<PAGE>


        24.2   This Agreement as been duly and validly executed
               and delivered by Statoil, and, assuming the due
               authorization, execution, and delivery hereof by
               Crown, constitutes a valid and binding obligation
               of  Statoil, enforceable against it in accordance
               with its terms.

        24.3   Neither the execution and delivery of this
               Agreement by Statoil, nor the consummation by
               Statoil of the transactions contemplated hereby:

               a)   violates any provision of its charter
               documents;

               b)   constitutes a breach or default (or an event
                    which, with the giving of notice or passage
                    of time, or both, would constitute a default)
                    under, or will result in the termination of,
                    or accelerate the performance required by, or
                    result in the creation or imposition of any
                    security interest, lien, charge, or other
                    encumbrance upon any assets of, or any
                    materialcontract, commitment, understanding,
                    agreement, arrangement, or restriction of any
                    kindor character, to which Statoil is Party,
                    or by which Statoil or any of its assets is
                    bound, or

               c)   violates any statute, Laws, regulation, or
                    rule, or any judgment, decree, order, writ,
                    orinjunction of any court or Governmental
                    Authority, applicable to Statoil, or to its
                    businessand operations.

        24.4   On the date of this Agreement:  (a) there are no
               judgments, orders, writs, or injunctions of
               anycourt or Governmental Authority, or other
               regulatory or administrative agency, commission,
               or arbitration panel, domestic or foreign,
               presently in effect or pending or threatened
               against   Statoil; and  (b) there are no claims,
               actions, suits or proceedings, or investigations
               by or     before any court or Governmental
               Authority, or other regulatory or administrative
               agency, commission, or arbitration panel, pending
               or threatened by or against Statoil, which, in the
               case of either Article 24.4 (a) or 24.4 (b) above,
               would interfere with the consummation of the
               transactions contemplated by this Agreement, or
               would materially adversely affect its business or
               operations, or for which Crown would be liable
               with respect to such business and operations.

        <PAGE>

        24.5   Statoil is in compliance with all material Laws
               and Regulations applicable to its operations, and
               has not received any notification that it is not
               presently so in compliance.
<PAGE>


        24.6   Statoil shall maintain all licenses identified in
               Article 8, as may be required by law.  Statoil
               shall promptly notify Crown of any change in
               status, with respect to the licenses identified in
               Article 8.  Should such taxes be refundable due to
               exportation from either the United States or
               Texas, Statoil shall seek such refunds for its own
               account, without offset to Crown when payment is
               due to the taxing authority.




     <PAGE>

     __________
     ARTICLE 25


     ___________________________________________________
     REPRESENTATIONS, WARRANTIES, AND COVENANTS OF CROWN



     Crown represents and warrants as follows:

       25.1  Crown is a corporation duly organized, and validly
           existing, in good standing under the Laws of the
           State of Maryland, and has full corporate power and
           authority to enter into this Agreement, and to carry
           out the transactions contemplated hereby.  The
           execution and delivery of this Agreement, and the
           consummation of the transactions contemplated hereby,
           have been duly and validly authorized by all
           necessary corporate action of Crown.

       25.2  This Agreement as been duly and validly executed
           and delivered by Crown, and, assuming the due
           authorization, execution, and delivery hereof by
           Statoil, constitutes a valid and binding obligation
           of  Crown, enforceable against it in accordance with
           its terms.

       25.3  Neither the execution and delivery of this
           Agreement by Crown, nor the consummation by Crown of
           the transactions contemplated hereby:

           a)  violates any provision of its charter documents;

           b)  constitutes a breach or default (or an event
               which, with the giving of notice or passage of
               time, or both, would constitute a default) under,
               or will result in the termination of, or
               accelerate the performance required by, or result
               in the creation or imposition of any security
               interest, lien, charge, or other encumbrance upon
               any assets of, or any material contract,
               commitment, understanding, agreement, arrangement,
               or restriction of any kind or character, to which
               Crown is Party, or by which Crown or any of its
               assets is bound, or
<PAGE>


           c)  violates any statute, Laws, regulation, or rule,
               or any judgment, decree, order, writ, or
               injunction of any court or Governmental Authority,
               applicable to Crown, or to its business and
               operations.



       25.4  On the date of this Agreement:  (a) there are no
           judgments, orders, writs, or injunctions of anycourt
           or Governmental Authority, or other regulatory or
           administrative agency, commission, or arbitration
           panel, domestic or foreign, presently in effect or
           pending or threatened against Crown; and  (b) there
           are no claims, actions, suits or proceedings, or
           investigations by or    before any court or
           Governmental Authority, or other regulatory or
           administrative agency, commission, or arbitration
           panel, pending or threatened by or against Crown,
           which, in the case of either Article 25.4 (a) or 25.4
           (b) above, would interfere with the consummation of
           the transactions contemplated by this Agreement, or
           would materially adversely affect its business or
           operations, or for which Statoil would be liable with
           respect to such business and operations.

     <PAGE>

       25.5  Crown is in compliance with all material Laws and
           Regulations applicable to its operations, and has not
           received any notification that it is not presently so
           in compliance.

       25.6  Crown warrants the Refinery Facilities are
           structurally sound and safe, and that Crown does not
           know, and has no reason to know, of any problems
           which could cause environmental danger, or be
           detrimental in any material way, to the environment
           or to Statoil's interests.

       25.7  Crown warrants and represents that, for the
          duration of this Agreement, Crown shall maintainand
          operate the Refinery Facilities, in a manner which
          fully complies in all material respects with all
          applicable Laws and Regulations, including all
          Environmental Laws, and the Reformulated Gasoline and
          Anti-Dumping Regulations, referenced in Article 29.
       25.8  Crown warrants they have operational and safety
           manuals, and that all appropriate personnel are
           familiar with the procedures in these manuals.  Crown
           further represents that all appropriate personnel are
           routinely trained on safety and disaster procedures.
<PAGE>


       25.9  Crown warrants there are no liens on any property
       that is necessary for Crown's performance of this
       Agreement.  In addition, Crown warrants there is no
       litigation pending that could reasonably be expected to
       adversely affect Crown's ability to perform its
       obligations under this Agreement



       <PAGE>



     __________
     ARTICLE 26


     _________________
     SAFETY AND HEALTH


     Statoil has furnished to Crown (Addendum One hereto) an MSDS
     for the Crude Oil that Statoil may supply to Crown
     hereunder, including safety and health warnings.  Crown
     acknowledges receipt of such information, and agrees to
     furnish such warnings and information to all persons whom
     Crown can reasonably foresee, may be exposed to or may
     handle such Crude Oil, including, but not limited to,
     Crown's employees, agents, contractors, and customers.

     Crown will furnish to Statoil, MSDS information on the
     Products to be supplied under this Agreement.



     <PAGE>


     __________
     ARTICLE 27


     __________
     ASSIGNMENT 


     Neither Crown, nor Statoil, may assign this Agreement in
     whole or in part, except if such assignment is madeto an
     Affiliate, without written consent of the other Party, and
     providing that the assigning Party shall alwaysremain
     jointly and severally liable with the assignee for the
     performance of this Agreement.  This Agreementshall be
     binding on the respective successors and permitted assigns
     of the Parties.



     <PAGE>
<PAGE>


     __________
     ARTICLE 28


     __________
     STATEMENTS


     Crown will provide all necessary statements, required by
     Statoil, in connection with this Agreement.

     Crown is required to provide Statoil, as frequently as
     possible, but in no case less than a weekly schedule, with
     detailed inventory records reflecting the volume of Crude
     Oil held for processing, and volume of Products stored and
     deemed processed for Statoil's account, as well as the
     ownership and volumes of all parties who share commingled
     storage.

     Crown is required to notify any person who holds a security
     interest in Crown's inventory, or in any Crude Oil processed
     by Crown, or Products sold by Crown to other parties, or to
     any assets of Crown which could include Crude Oil and/or
     Products inventories, of the existence of this Agreement,
     and Statoil's title and ownership in the Crude Oil and
     Products under this Agreement, and is required to provide
     Statoil with evidence of such notice(s).



     <PAGE>


     __________
     ARTICLE 29



     __________________________________________________________
     COMPLIANCE WITH EPA REFORMULATED GASOLINE AND ANTI-DUMPING

     ___________
     REGULATIONS




     Crown shall have exclusive responsibility for certification
     of all gasoline refined under this Agreement, pursuant to
     the United States Environmental Protection Agency's
     (``
       EPA'') Reformulated Gasoline and Anti-Dumping
     regulations, and shall be responsible for all refiner
     reports to the EPA, pursuant to such regulations.  In the
     event that Statoil shall be found to have violated the EPA
     Reformulated Gasoline and Anti-Dumping regulations, on
     account of any transaction relating to or arising from this
     Agreement, and that violation is the result of a mistake,
     error, or omission on the part of Crown, then Crown shall
     indemnify Statoil in accordance with the provisions of
     Article 20.



     <PAGE>
<PAGE>




     __________
     ARTICLE 30


     ____________
     LIABILITIES 


     Except as elsewhere provided in this Agreement, neither
     Party shall be liable for any indirect, incidental, special,
     or consequential damages, specific performance, or lost
     profits sustained by the other Party as a result of anything
     relating to this Agreement.



     <PAGE>


     __________
     ARTICLE 31


     _____________
     MISCELLANEOUS


       31.1    Unless otherwise agreed in writing, any notices,
           statements, requests, or other communications to be
           given by either Party, pursuant to this Agreement,
           shall be made in writing, and unless otherwise
           provided herein, be sufficiently made if sent by
           prepaid first class post, facsimile, or by telex, to
           the address of the other Party specified for this
           purpose below, and shall, unless otherwise provided
           herein, be deemed to have been made on the day on
           which such communication is sent to Statoil and to
           Crown at the addresses and telex numbers specified
           below:

      <TABLE>

     <S>                              <C>
     Statoil North America, Inc.      Crown Central Petroleum
                                      Corporation
     225 High Ridge Road              P.O. Box 1759
     Stamford, CT 06905               Houston, Texas 77251-1759
     Attn:  Mr. Jens Grondahl         Attn:  Mr. Randall M. Trembly
                                                Executive Vice
                                      President

     Telephone:  (203) 978-6900       Telephone:  (713) 920-4103
     Telex:  MCI 6819522 STATOIL      Facsimile:  (713) 920-3916
     Facsimile:  (203) 978-6952

                                      With a copy to:
                                      Crown Central Petroleum
                                      Corporation
                                      4747 Bellaire Boulevard
                                      Bellaire, Texas 77401
                                      Attn:  Mr. Edward L. Rosenberg
                                                Senior Vice President
<PAGE>


                                      - Supply and
                                                Transportation

                                      Telephone:  (713) 660-4555
                                      Facsimile:  (713) 660-4550



      </TABLE>


      31.2     This Agreement, including the Addenda, contains 
           the entire understanding of the Parties with respect
           to its subject matter.  There are no restrictions,
           agreements, promises, representations, warranties,
           covenants, or undertakings other than those expressly
           set forth herein.  This Agreement supersedes all
           prior agreements, including Agreement in Principle,
           and undertakings between the Parties with respect to
           its subject matter, except to the extent any such
           prior agreement is specifically incorporated herein.
            This Agreement may be amended or modified only by a
           written agreement duly executed by each of the
           Parties hereto.

      31.3    In the case any one or more of the provisions
           contained herein shall, for any reason, be held to be
           invalid, illegal, or unenforceable in any respect,
           such invalidity, illegality, or unenforceability
           shall not affect any other  provision of this
           Agreement.

     <PAGE>

      31.4    The Article headings contained herein are for
           reference purposes only, and shall not affect in any
           way the meaning or interpretation of this Agreement.


      31.5    This Agreement may be executed in several
           counterparts, each of which shall be deemed to be an
           original, but all of which together constitute one
           and the same instrument.
      31.6    Waiver of performance of any obligation by either
           Party shall not be deemed a waiver of performance of
           other obligations or future waivers of the same
           obligation.



      31.7    Nothing in this Agreement shall be construed to
           establish any agency or partnership relationship
           among the Parties, and the Parties specifically
           disclaim any intention to create such a relationship.



      <PAGE>
<PAGE>


     In witness whereof the parties have made up this Agreement
     in duplicate and signed







     at   ________
          Stamford_________________________________






     on  ________________
         January 14, 1997__________________________










     By:  /s/---_______________________________________
                Sigurd Jansen__________________________

                    Statoil North America, Inc.
     Name:  Sigurd Jansen
     Title:  President


     Crown Central Petroleum Corporation
     Name:  Henry A. Rosenberg, Jr.
     Title:    Chairman of the Board



     <PAGE>

                             ADDENDUM ONE


                      MATERIAL SAFETY DATA SHEET
                           CRUDE OIL SWEET

     Trade Name and Synonymes:
     Crude Oil, Earth Oil

     Chemical Name and/or Family or Discription:
     Petroleum Hydrocarbons

     Importer's Name:
     Statoil North America Inc.

     Address:                 Telphone Number for Information:
     225 High Ridge Road           (203) 978-6900 (during normal
     business
<PAGE>


     Stamford, Connecticut 06905        hrs. 8:30 a.m.-4:30 p.m.)
                         24 hr. pager: 1-800-759-7243, Pin #35619

     Chemical Composition:
     Petroleum Hydrocarbons
     Traces of organic metallic compounds and inorganic gases.

     This product is classified by OSHA Hazard Communication
     Standards, 29 CFR 1910.1200 as:

     -Carcinogenic
     -Hazardous
     -Flammable

     HAZARD SUMMARY

     Danger!
     May release gases.
     Hydrogen sulfide (H S) may be fatal if inhaled.
                        2
     Flammable.
     Gases may cause irritation to eyes.
     May be harmful to skin.


     <PAGE>

     PHYSICAL DATA

     Appearance:  Usually greenish-black liquid
                           3
     Density:  0.8-1.0 g/cm
     Boiling point: From ambient temperature to approximately
         C
        .
     700
     Viscosity:  Variable
     Evaporation Rate:  Variable
     Vapor Pressure (RVP, psi): Variable; Typical range: 4.0-11.5
     Solubility in water:  Negligible
     PH of undiluted product:  Not determined

     OCCUPATIONAL SAFETY REGULATIONS

     Permissible consentrations, air:  none established.

     Recommend Benzene:       TLV/TWA   10 ppm
                   C4:
          ``                       TLV       800 ppm
                   H2S:
          ``                       TLV/TWA   10 ppm
     OSHA H2S Ceiling Limit                  20 ppm

     OCCUPATIONAL CONTROL PROCEDURES

     Respiratory Protection:  Select appropriate respiratory
     protection               where necessary to maintain
     exposures                below acceptable limits.

     Ventilation:             Mechanical ventilation required
     only in                  emergency or extreme conditions,
     such as confined spaces

     Protective Gloves:       Gloves resistant to chemicals and
     petroleum distillates    recommended.
<PAGE>


     Eyes:                    Use safety glasses with side
     shields and/or           face shield where spashing is
     present.
                              Other Protective Equipment:
                              Coveralls if   spashing is present.

     <PAGE>

     ENVIRONMENTAL DATA

     ____________________
     Chemical/Common Name     _______
                              CAS No.        __________
                                             Range in #


     *Petroleum - Crude Oil   8002-05-09          100

     *Hazardous according to OSHA (1910.1200) or one or more
     state Right-to-Know lists.

     SARA TITLE III











     __________________________________________
     Section 313 - Toxic Chemicals (40 CFR 372)



     The material contains the following compontent(s) at a level
     of 1.0% or greater (0.1% for carcinogens) on the list of
     Toxic Chemicas and is subject to toxic chemical release
     reporting requirements.

     _________
     Component      _______________
                    CAS Register No.         Approx.

     Concentration
                                        _____________
                                        (Upper Bound)

     Benzene        71-43-2             1.0%
     Tolune              108-88-3            2.0%
     Xylenes (mixed isomers)  1330-20-7      2.0%

     ____________________________________________
     Section 311 - Hazard Categories (40 CFR 370)


     Immediate (Acute) Health Hazard
     Delayed (Chronic) Health Hazard              Fire Hazard


     <PAGE>

     Eyes:                    In case of contact, immediately
     flush eyes with
<PAGE>


                         plenty of water for at least 15 minutes.
      Call a
                         physician.

     Ingestion:               If swallowed, do not induce
     vomiting.  Give large
                         quantities of water.  Never give
     anything by
                         mouth to an unconscious person.  Call a
     physician.

     NOTES TO PHYSICIAN

     Gastric lavage by qualified medical personnel may be
     considered, depending on quantity of material ingested.

     PHYSIOLOGICAL EFFECTS

     Effects of Exposure (Acute)

     Eyes:                    Liquid is believed to be minimally
     irritating, however                     H2S gas may cause
     tearing and burining and in
                         severe cases corneal blistering.


     Skin:                    Believed to be slightly irritating
     with possible

                         redness, edema or drying of the skin. 
     May

                         cause dermatitis on prolonged or
     repeated

                         contact.

     Respiratory              H2S gas can cuase irritation to the
     throat and lungs,
                         nausea and System:  dizziness.  Death by
     suffocation
                         may also occur.  See Other below.

     Effect of Exposure
     (Chronic):               Based on compositoinal analysis,
     this product may
                         cause skin cancer in laboratory animals
     when
                         repeatedly applied for most of the
     lifetime of the
                         animal with no effort made to remove the
     oil
                         between applications.


     <PAGE>

     Other:                   CAUTION!  H2S has poor warning
     properties,
                         fatigues sense of smell.
<PAGE>



     FIRE AND EXPLOSION HAZARD DATA

     Flammable Liquid    Lower explosion limit (LEL) = 1%
                    Upper explosion limit (UEL) = 10%

     Flash point:  Less than ambient (variable).
     Extinguishing Medial:  Use dry chemical, CO2, foam.
     Special Fire Fighting Procedures:  Water should only be used
     to keep fire-exposed containers cool.  If a leak or spill
     has not ignited, use water spray to disperse the vaports and
     to protect personnel attemptiong to stop a leak.  Water
     spray may be used to flush spills away from areas of
     potential ignition.
     Unusual Fire and Explosion Hazards:  Products of combustion
     may contain carbon monoxide, carbon dioxide and other toxic
     materials.  Do no enter enclosed or confined space without
     proper protective equipment including respiratory
     protection.

     SPILL, LEAK AND DISPOSAL INFORMATION

     General:  Constrain spill immediately in smallest possible
     area.  Recover as much of hte product as possible by
     mechanical means, followed by recovering residual fluids by
     usine abosrbent materials.

     Nonrecoverable product, contaminated soil, debris and other
     materials should be placed in proper containers for ultimate
     disposal.  Avoid washing, drawing or directing material to
     strom or sanitary severs.  NOTE:  REVIEW FIRE AND EXPLOSION
     HAZARDS before proceeding with clean up.  Use appropriate
     personal protective equipment during clean up.

     <PAGE>

     Waste Disposal Method:  Recycle as much of the recoverable
     product as possible.  Treatment, storage transportation and
     disposal must be in accordance with applicable Federal
     State/Provincial, and local regulations.



     TRANSPORTATION AND STORAGE

     Storage conditions:      Store in accordance with National
     Fire Protection
                         Association regulations

     Shipping Information:         IATA/IMO
     Proper Shipping Name:    Petroleum Crude Oil
     Hazard Class:            2 (3.2 IMO)
     UN NO.:             UN 1267
     IMO/ICAO Label:          Flammable Liquid

     ADDITIONAL INFORMATION

     CAUTION:  Misuse of empty containers can be hazardous if
     used to store toxic, flammable, or reactive materials. 
     Cutting or welding of empty containers might cause fire,
<PAGE>


     explosion or toxic fumes from residues.  Do no pressurize or
     expose to open flame or heat.  Keep container closed and
     drum bungs in place.

     DATE OF LATEST REVISION/REVIEW

     3 July 1990

     All Statements, information and data provided in this
     material safety data sheet are believed to be accurate and
     relaible, but are presented without guarantee,
     representation, warranty or responsibility of any kind,
     expressed or implied.  any and all representations and/or
     warranties of merchantibility or fitness for a particular
     purpose are specifically disclaimed.  Users should make
     their own investigations to determine the suitability of the
     information or porducts for their particular purpose. 
     Nothing contained herein is intended as permission,
     inducement or recommendation to violate any laws or to
     practice any invention convered by existing patents,
     copyrights or inventions.

     <PAGE>


     ADDENDUM TWO

     Stand-By Letter of Credit:



     At the request of Crown Central Petroleum Corporation of
     Baltimore,

     Maryland (hereinafter referred to as ``
                                           Crown''),

     we  ______________________________ ,  hereby open our 
     irrevocable stand-by Letter of Credit,



     No.  _____________________________ ,



     in favor of  Statoil North America, Inc., of 225 High Ridge
     Road,

     Stamford, Connecticut  06905 (hereinafter referred to as
     ``
      Statoil''), covering the Crude Oil and Products owned by
     Statoil which is in ``
                          Crown's'' custody.



     We hereby irrevocably and unconditionally undertake to make
     payment of

      

     USD  ____________________________ , 
<PAGE>


     (plus or minus 10%)



       in favor of ``Statoil's'' Account No. 23276001 with Den
       Norske Bank, New York, NY, ABA # 026-005-694, upon
       ``Statoil's'' first written request, and on the
       presentation of the following documentation:



       a)  A copy of ``
                      Statoil's'' Commercial Invoice showing all
       or part of the quantity and value of  Statoil-owned
       Products in ``Crown's'' custody.


       b) ``
           Statoil's'' signed statement, stating that payment of
          the above mentioned invoice is due, and that payment
          has not been made by ``
                                Crown,'' and/or the amount due
          to ''
              Statoil'' in the account of ``Crown's''
          nonperformance of the   Processing Agreement,dated 
          _________________________ , is due and has not been
          paid.

            We hereby agree that all requests for payment in
          accordance with the terms stipulated herein will be
          duly honored upon presentation of the documentation, as
          set out in paragraphs (a) and (b) above, if presentedto
          bank  ____________________________________ , on or
          before  ____________________________.



          Partial drawings are allowed.



          In addition to any payment made according to the above
          paragraph (a), we will honor claims for interest at the
          prime rate, as published by the ``
                                           Wall Street
          Journal''
                  , calculated from the due date according to
          the invoice, to the actual date of payment to the
          beneficiary.



          All related banking charges and commissions, whether
          for ``
               Statoil'' or ``Crown'', shall be for the account
          of ``
              Crown.''



     This stand-by Letter of Credit is subject to the uniform
     customs and practice for documentary credit (1993 Revision,
     International Chamber of Commerce, Paris Publication No.
     500).

     This telex is the instrument of utilization.  No mail
     confirmation follows.
<PAGE>