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                                                                   EXHIBIT 10.19




                         GALENA PARK SERVICES AGREEMENT

THIS AGREEMENT (this "Agreement") is entered into as of September 1, 1996, by
and between Chevron Products Company ("CHEVRON PRODUCTS"), a division of Chevron
U.S.A. Inc., a Pennsylvania corporation ("CUSA") and Warren Petroleum Company,
Limited Partnership, a Delaware limited partnership ("WARREN LP"), (each a
"Party" and collectively the "Parties")


WHEREAS, CUSA and NGC Corporation ("NGC") have entered into certain agreements
(the "Merger Agreements") pursuant to which CUSA would contribute certain gas
gathering, processing, and other midstream assets and related liabilities of
CUSA's Warren Petroleum Company division ("Warren") and CUSA's Natural Gas
Business Unit to a newly formed corporation into which NGC would then be merged;
and

WHEREAS, immediately subsequent to the Merger, the gas gathering, processing,
and other midstream assets of Warren will be transferred to WARREN LP; and

WHEREAS, one such asset is the Warrengas Terminal described more specifically on
Exhibit 12 attached hereto and made a part hereof ("Warrengas"); and

WHEREAS, after the merger, CHEVRON PRODUCTS will own and operate the Galena Park
Light Products Terminal described more specifically on Exhibit 13 attached
hereto and made a part hereof ("Terminal") and WARREN LP will own and operate
Warrengas; and

WHEREAS, CHEVRON PRODUCTS wishes WARREN LP to perform certain services detailed
on Exhibits 1-11 hereto ("WARREN LP Services"), and WARREN LP wishes CHEVRON
PRODUCTS to perform certain services detailed on Exhibit 5 attached hereto
("CHEVRON PRODUCTS Services")(WARREN LP Services and CHEVRON PRODUCTS Services
described on the attached Exhibits shall be referred to individually as a
"Service" and collectively as "Services"); and

WHEREAS, WARREN LP and CHEVRON PRODUCTS wish to perform such Services for each
other in accordance with the terms of this Agreement; and

WHEREAS, WARREN LP and CHEVRON PRODUCTS intend that the scope and quality of
each Service shall remain substantially the same as it was prior to this
Agreement; and
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WHEREAS, CHEVRON PRODUCTS and WARREN LP desire to work together to develop a
relationship with the goal of creating a comprehensive, mutually satisfactory,
long-term relationship to fulfill commercial needs previously performed by and
among CUSA's Chevron Products Company, Warren Petroleum Company and Natural Gas
Business Unit and to operate facilities previously operated by such CUSA
business units;

NOW, THEREFORE, for the mutual benefit of the Parties and in consideration of
the mutual covenants and agreements hereafter set forth, and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
Parties agree as follows:

1.0  SERVICES.

     1.1  WARREN LP Services. During the term of this Agreement, WARREN LP shall
          provide and CHEVRON PRODUCTS shall pay for the Services generally
          described in Exhibits 1 through 11 attached hereto. Except as
          expressly stated otherwise, such Services shall be provided in
          accordance with the terms and conditions hereof and of the Exhibits.
          WARREN LP shall not provide Services hereunder for operation of any
          facility other than the Terminal. From time to time, the Parties may
          mutually agree to the addition, deletion or modification of the
          Services provided by WARREN LP by amending this Agreement and its
          Exhibits, which shall be incorporated herein by reference. The WARREN
          LP Services included on the date of this Agreement are more
          particularly described in the following Exhibits:

          1:  Emergency Response Services
          2:  Dock Services
          3:  Security Services
          4:  Communication Services
          5:  Flare System Services
          6:  Potable Water Services
          7:  Natural Gas Services
          8:  Electric Services
          9:  Mowing and Weed Control Services
          10: Road Repair Services
          11: Fencing and Security Lights Services

     1.2  CHEVRON PRODUCTS Services. During the term of this Agreement, CHEVRON
          PRODUCTS shall provide and WARREN LP shall pay for the Services
          described in Exhibit 5 attached hereto. Except as expressly stated
          otherwise, such Services shall be provided in accordance with the
          terms and conditions hereof

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          and of the Exhibits. Services provided by Chevron shall not be made
          available hereunder for operation of any facility other than
          Warrengas. From time to time, the Parties may mutually agree to the
          addition, deletion or modification of Services by amending this
          Agreement and its Exhibits, which shall be incorporated herein by
          reference.

     1.3  Performance of Services. The Party providing a Service ("Providing
          Party") to the other Party ("Receiving Party) shall provide such
          Service in accordance with the requirements set forth in this
          Agreement and in the applicable Exhibit. Except as otherwise set forth
          herein or in an Exhibit, Providing Party shall at all times have sole
          authority to manage, direct and control the performance of any Service
          and the resources used to provide it; provided, however, that such
          Service must meet the warranties set forth herein.

     1.4  Access. Each Party shall obey all rules established by the other Party
          while on the other Party's premises, shall comply with all reasonable
          conditions imposed by or requests made by the other Party, and shall
          remove any personnel or equipment used to provide Services from the
          other Party's premises upon the other Party's reasonable request. Each
          Party shall permit the other Party's employees reasonable access to
          its property for the purpose of providing all Services required under
          this Agreement.

     1.5  Maintenance of Facilities. Each Party shall, insofar as is
          commercially reasonable and practicable, operate and maintain the
          Terminal or Warrengas systems, as the case may be, in a manner that
          will avoid or minimize the likelihood of a disturbance originating
          from its system which might cause impairment of the Services. The
          Providing Party shall maintain all fixtures and equipment in all
          facilities used to provide and deliver Services in accordance with the
          standards observed by such Providing Party in its maintenance of
          similar other United States facilities it owns or operates.

     1.6  Compliance with Law. The Providing Party shall at all times comply
          with all laws, ordinances, rules and regulations related to the
          Services. Except as expressly provided in this Agreement, the
          Providing Party shall give all required notices, shall procure and
          maintain all necessary governmental permits, licenses and inspections
          necessary for

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          its performance of this Agreement, and shall pay all charges and fees
          in connection therewith.

     1.7  Notification of Certain Matters. During the term of this Agreement,
          CHEVRON PRODUCTS and WARREN LP shall promptly notify each other of any
          matter or the occurrence of any event which could reasonably be
          expected to have the potential to effect materially the Services
          provided hereunder.

     1.8  Representatives. CHEVRON PRODUCTS and WARREN LP shall each appoint a
          representative (its "Authorized Representative") who shall act as a
          liaison to manage all aspects of its performance of this Agreement,
          including, without limitation, operational, environmental, safety,
          maintenance, technical and scheduling issues. The Authorized
          Representatives shall have no power to amend this Agreement either in
          writing or by informal agreement except as provided in Section 17.0 of
          this Agreement. The Authorized Representatives shall meet on an "ad
          hoc" basis and may delegate any specific duty or authority under this
          Agreement. Any subsequent change of the Authorized Representative
          shall be effective only upon written notice.

     1.9  Metering Upgrades. WARREN LP shall be responsible for upgrading or
          installing replacement meters required to measure the Services, and
          CHEVRON PRODUCTS shall reimburse WARREN LP's capital and maintenance
          costs associated with any such upgrade or installation. WARREN LP
          shall receive written approval from CHEVRON PRODUCTS in advance of any
          material upgrade or replacement of meters to the extent WARREN LP will
          demand reimbursement from CHEVRON PRODUCTS.


2.0  ADJUSTMENTS.
     
     2.1  Fees. The Parties have agreed to use fixed fees equal to the Parties'
          best estimate of operating expenses actually incurred with respect to
          the Services provided under Exhibits 1, 3, 9, and 11 of this
          Agreement, and may agree to use such fixed fees with respect to
          services added to this Agreement in the future. On January 1 of each
          year of this Agreement, commencing on January 1, 1997, any such fixed
          fees shall be adjusted using the Consumer Price Index for all Urban
          Consumers - Houston Area, published bimonthly on even numbered months
          by the U.S. Department of Labor, Bureau of

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          Labor Statistics, as compared to the base index of 140.9 on January 1,
          1996. If such indices are no longer published or are changed
          substantially in their method of measurement, then there shall be
          substituted by mutual agreement of the parties another index that as
          closely as practicable reflects the changes that such tables currently
          measure. The adjusted fees shall go into effect the first day of the
          month following the first month of publication for the year and shall
          remain in effect until the first day of the month following the first
          month of publication for the following year.

     2.2  Operating Adjustments. Other than with respect to adjustments in fees,
          which are discussed elsewhere in the Agreement, each Party agrees to
          modify the Exhibits hereto when and to the extent that the other Party
          significantly changes its Galena Park operations; provided, however,
          that such modification does not have a net negative economic or
          operational impact upon the other Party. In the event of any such
          plant operation changes, the Receiving Party shall be notified as soon
          as reasonably possible, the Providing Party shall, subject to the
          other provisions of this Agreement, use commercially reasonable
          efforts to accommodate the Receiving Party; and the parties shall
          cooperate to effectuate the intent of this Section.

     2.3  Shut-Downs. Except in the case of shutdowns effected solely for
          economic reasons, neither Party shall be obligated to deliver or
          receive Services during scheduled or unscheduled maintenance shutdowns
          of any facility to which production or use of such Services relates.
          During shutdowns effected solely for economic reasons, each Party
          shall continue to fulfill its obligations to the extent of the
          Services requirements needed by the other Party to continue its normal
          operations without negative economic or operations impact, subject to
          the termination rights of each Party under Section 4 below.

     2.4  Hardships. In the event conditions change so that this Agreement
          causes an economic or operational hardship to either Party, such Party
          may request a redetermination of any provision hereunder by giving
          written notice to the other Party. The Parties shall then meet within
          thirty (30) days to try in good faith to determine a revised provision
          based upon principles of fairness and equity; provided, however,

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          that neither Party shall be obligated to change the then existing
          provision unless agreed to in writing.

3.0  WARRANTIES.
 
     3.1  General Warranty. The Providing Party warrants that the Services shall
          meet the respective requirements set forth in this Agreement and its
          Exhibits in all material respects and shall meet the practices the
          Providing Party generally uses to provide similar services at other
          United States facilities that it owns and operates. THE PROVIDING
          PARTY DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, AND THE RECEIVING PARTY
          EXPRESSLY WAIVES, ANY OTHER WARRANTIES WHATSOEVER (EXCEPT THOSE
          WARRANTIES SET FORTH IN THE EXHIBITS), INCLUDING (WITHOUT LIMITATION)
          ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
          REGARDLESS WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OR ALLEGEDLY
          ARISING FROM ANY USAGE OF ANY TRADE OR ANY COURSE OF DEALING.

     3.2  Third-Party Suppliers. The Providing Party hereby assigns any
          assignable warranties made by third-party suppliers for the Services
          supplied by it under this Agreement. The Providing Party shall
          cooperate with the Receiving Party in claims made by the Receiving
          Party against any third-party supplier, regardless of the warranty
          rights of any Party. The Receiving Party hereby releases the Providing
          Party from claims arising from a breach of such third-party
          warranties.
          
     3.3  Duty to Warn of Product Hazards. Both Parties acknowledge that they
          are familiar with, and shall take all steps necessary to inform, warn
          and familiarize their employees, agents, customers and contractors who
          may be affected by the provision or receipt of Services of all hazards
          and proper safety procedures pertaining thereto. Each Party agrees to
          provide the other Party with hazardous communication information,
          including MSDS sheets, on an ongoing basis.

     3.4  Limitation Of Warranty Liability. In no event shall either WARREN LP
          or CHEVRON PRODUCTS be liable to the other for any incidental,
          consequential or punitive damages arising out of any breach of the
          foregoing warranties, even if it has been advised of the possibility
          of such damages, except to the extent such damages are caused by its
          willful misconduct.

4.0  TERMINATION.
     

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     4.1  Generally. This Agreement shall terminate upon termination of all of
          its Exhibits. Each Exhibit other than Exhibit 2 - Dock Services shall
          continue until terminated as follows:

          (a)  by mutual agreement;

          (b)  by either Party upon eighteen (18) months' written notice if such
               Party intends to abandon or permanently cease all operations of
               the Terminal or Warrengas, as the case may be, or any material
               part thereof related to such Exhibit or the Services provided
               pursuant thereto;

          (c)  upon thirty days' written notice by the Receiving Party;   or

          (d)  upon eighteen (18) months' written notice by the Providing Party.

          Exhibit 2 - Dock Services shall be terminated only by mutual agreement
          or upon thirty days' written notice by CHEVRON PRODUCTS.

     4.2  Safety Suspension. Each Party (a "Suspending Party") reserves the
          right to suspend its obligations under this Agreement, without
          prejudice to any other power, right or remedy it may have if the
          Receiving Party conducts its operations hereunder in a manner which
          the Suspending Party reasonably believes jeopardizes the safety of its
          property or personnel, provided that the suspension shall be limited
          to a period of time reasonably necessary for the protection of the
          property and personnel of the Suspending Party.

5.0  PAYMENT.
    
     Invoices shall be sent on or before the 16th day of each month for Services
     supplied during the prior month. The payment due date for invoices
     submitted under this Agreement shall be thirty (30) days after issuance of
     the invoice. If a legitimate dispute exists with respect to any payment
     claimed due, the claimed payment shall be paid within the time frame set
     forth above pending resolution of such dispute in accordance with Section
     16, and upon such resolution any disallowed portion of any such payment
     shall be refunded without interest.

6.0  INDEMNITY.
     

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     6.1  PERSONAL INJURY OR DEATH. EACH PARTY (THE "INDEMNIFYING PARTY") SHALL
          DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER PARTY AND ITS
          AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM
          AND AGAINST ANY CLAIM, LIABILITY, LOSS, DAMAGE, OR EXPENSE (INCLUDING
          ATTORNEYS' FEES) ARISING OUT OF THE FOLLOWING:

          (A) ANY PERSONAL INJURY OR DEATH CAUSED BY THE GROSS NEGLIGENCE OR
          WILLFUL MISCONDUCT OF THE INDEMNIFYING PARTY, ITS AFFILIATES OR THEIR
          EMPLOYEES OR AGENTS;

          (B) EXCEPT TO THE EXTENT TO WHICH PARAGRAPH (A) APPLIES TO ANY MATTER,
          ANY PERSONAL INJURY OR DEATH TO AN EMPLOYEE OF THE INDEMNIFYING PARTY
          OR ITS CONTRACTORS, SUBCONTRACTORS OR VENDORS;

          (C) EXCEPT TO THE EXTENT WHICH PARAGRAPH (A) OR (B) APPLIES TO ANY
          MATTER, ANY PERSONAL INJURY OR DEATH TO ANY PERSON WHILE PHYSICALLY
          PRESENT ON THE PREMISES OF THE INDEMNIFYING PARTY;

          THE FOREGOING INDEMNITY SHALL APPLY WHETHER OR NOT AN INDEMNIFIED
          PARTY WAS OR IS ALLEGED TO BE ACTIVELY, PASSIVELY, SOLELY OR
          CONCURRENTLY NEGLIGENT, AND WHETHER OR NOT LIABILITY WITHOUT FAULT IS
          SOUGHT TO BE IMPOSED ON ANY PARTY.

     6.2  PROPERTY DAMAGE OR LOSS. THE INDEMNIFYING PARTY SHALL BE RESPONSIBLE
          FOR, AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER PARTY
          AND ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND
          AGENTS, FROM AND AGAINST ANY CLAIM, LIABILITY, LOSS, DAMAGE, OR
          EXPENSE (INCLUDING ATTORNEY'S FEES) ARISING OUT OF ANY PROPERTY DAMAGE
          CAUSED BY THE ACTION OF THE INDEMNIFYING PARTY, ITS AFFILIATES OR
          THEIR EMPLOYEES OR AGENTS.

     6.3  WARRANTY INDEMNITY. THE PROVIDING PARTY SHALL DEFEND, INDEMNIFY AND
          HOLD HARMLESS THE OTHER PARTY, ITS AFFILIATES AND SUBSIDIARIES, AND
          THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF ANY OF THEM (EACH AN
          "INDEMNITEE") FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, INJURY,
          LIABILITY AND CLAIMS THEREOF FOR INJURY TO OR DEATH OF ANY PERSON
          RESULTING FROM SUCH PARTY'S PERFORMANCE OF OR FAILURE TO PERFORM SUCH
          SERVICES IN VIOLATION OF THE WARRANTIES CONTAINED HEREIN. SUCH
          INDEMNITY SHALL APPLY WHETHER OR NOT AN INDEMNITEE WAS

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          OR IS CLAIMED TO BE PASSIVELY, CONCURRENTLY OR ACTIVELY NEGLIGENT, AND
          REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT IS IMPOSED OR SOUGHT TO
          BE IMPOSED ON ONE OR MORE OF THE INDEMNITEES. THIS INDEMNITY SHALL NOT
          APPLY TO THE EXTENT THAT IT IS VOID OR OTHERWISE UNENFORCEABLE UNDER
          APPLICABLE LAW IN EFFECT ON OR VALIDLY RETROACTIVE TO THE DATE OF THIS
          AGREEMENT, AND SHALL NOT APPLY WHERE SUCH LOSS, DAMAGE, INJURY,
          LIABILITY OR CLAIM IS THE RESULT OF THE SOLE NEGLIGENCE OR WILLFUL
          MISCONDUCT OF AN INDEMNITEE.

7.0  IMPROVEMENTS.
     
     7.1  Regulatory or Operating Improvements. Both Parties recognize that in
          order to meet future regulatory or operational requirements, capital
          or maintenance improvements to the systems used to provide Services
          hereunder may be necessary. Such improvements could require future
          research and development costs and capital expenditures. In the event
          that regulatory or operational requirements require capital or
          maintenance improvements to the systems in order to provide Services
          hereunder, then the Parties shall negotiate in good faith to develop
          an agreement to allocate, if appropriate, such costs between the
          Parties on a fair and equitable basis; provided, however, that the
          Party receiving Services shall be entitled to elect not to receive
          such Services in its sole discretion rather than to contribute to such
          capital or maintenance improvements.

     7.2  Discretionary Improvements. Both Parties further recognize that either
          Party may desire similar improvements for other reasons such as its
          anticipated needs. The other Party agrees to consider any such
          proposal, but is under no legal or equitable obligation with respect
          thereto.

8.0  REGULATION.
     
     It is not the intent of the Parties to enter into an Agreement that will
     subject a Providing Party to regulation under state or federal law as a
     public utility (i.e., obligated by law to provide services or products to
     any third party other than Receiving Party and its Affiliates). In the
     event that either (i) there is any modification (or change in government
     interpretation) of any applicable law or regulation, or (ii) any notice or
     proceeding is sent or commenced by any government authority such that this
     Agreement or any Exhibit to this Agreement subjects or is alleged by such
     authority to subject Providing Party to public utility

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     regulation, then WARREN LP and CHEVRON PRODUCTS shall restructure the
     provision of Services under the applicable Exhibit, through negotiations
     conducted in good faith, in a manner that will not subject Providing Party
     to such regulation. Pending such restructuring, nothing in this Agreement
     shall require Providing Party to become subject to such public utility
     regulation, and Providing Party may suspend provision of the affected
     Services if and to the extent necessary to not be subject to such
     regulation. In the event that Providing Party is subjected to fines or
     costs or otherwise incurs costs as a result of Providing Party's being
     subject to such regulation, Providing Party shall promptly notify Receiving
     Party thereof after Providing Party has received notice of any prospective
     or actual fine and prior to paying any fine or cost and provide Receiving
     Party an opportunity to verify the requirement for the applicable amount.
     One-half of the amount of all such fines or costs incurred by Providing
     Party shall be promptly reimbursed to Providing Party by Receiving Party.

9.0  CONFIDENTIALITY.
   
     During the performance of this Agreement, each Party ("Recipient") may gain
     access or possession of information belonging to the other Party ("Owner")
     that is confidential (a "Disclosure"). Recipient shall use such information
     only for the purpose disclosed and shall use its commercially reasonable
     efforts to avoid other use or disclosure of such information unless
     required by law or governmental agency (in which case Recipient shall
     provide Owner with as much advance notice as possible of the legal or
     governmental requirement for disclosure, and thereafter reasonably
     cooperate with Owner's attempts to avoid or minimize the required
     disclosure or to maintain the confidential nature of the information;
     provided, however, that all costs associated with such efforts shall be
     borne by Owner) or consented to by Owner, which consent shall not be
     unreasonably withheld. Confidential information shall include business,
     technical, personnel and other information designated as confidential, but
     shall not include information that is or becomes publicly known without
     fault of the Recipient, was known to Recipient and recorded in a writing
     prior to Disclosure, was independently developed by the Recipient, or was
     received by Recipient prior to its Disclosure. All confidential information
     shall be returned to its Owner upon request.

10.0 TAXES.
     

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      Any sales, use, transfer or similar taxes, now or hereafter imposed,
      levied or assessed by any governmental authority directly upon the
      provision of the Services shall, if collectible or payable by the
      Providing Party, be paid by the Receiving Party on demand by the Providing
      Party. If the Receiving Party claims exemption from any of the aforesaid
      taxes, then it shall furnish the Providing Party with a properly completed
      exemption certificate. On items which are to be resold, the Receiving
      Party shall furnish the Providing Party with a properly executed resale
      certificate. If the Receiving Party holds a Texas direct payment permit,
      it shall issue to the Providing Party a properly completed direct payment
      exemption certificate and thereafter hold harmless and indemnify the
      Providing Party for any sales or use taxes assessed against the Providing
      Party by any taxing authority in respect to any taxable sales, including
      the amounts of any penalties, interest and reasonable attorneys' fees.
      Notwithstanding the foregoing, this Section shall not apply to income,
      franchise or similar taxes levied on or measured by a Party's net income.

11.0  FORCE MAJEURE.
     
      11.1  Neither Party shall be in breach of its obligations hereunder
            (except for the obligation to pay money due or alleged to be due
            hereunder) to the extent that performance is prevented or delayed as
            a result of any cause beyond its reasonable control, including,
            without limitation: (i) labor disturbances, whether or not involving
            the employees of the Party concerned or otherwise, and whether or
            not the disturbance could be settled by acceding to the demands of a
            labor group; (ii) compliance with a request or order of a person
            acting or purporting to act on behalf of any government or
            government department or agency (including but not limited to EPA or
            OSHA); (iii) shortage in raw material, transportation, power, or
            manufacturing capacity, or (iv) unscheduled downtime due to
            unexpected events, such as equipment failure; provided, however,
            that the suspension of performance shall be of no greater scope and
            of no longer duration than is required, that the non-performing
            Party shall give the other Party notice of the particulars of the
            contingency as soon as possible, confirmed in writing within five
            (5) business days of its occurrence, and that the non-performing
            Party shall use commercially reasonable efforts to reduce the scope
            and duration of the contingency or to mitigate its effects.

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     11.2  Whenever performance is so affected by such a contingency,
           performance shall be reduced in a manner which fairly apportions the
           consequences of the contingency among all customers (including
           affiliates). Providing Party shall not be required to make purchases
           from third parties in order to comply with this Section, but may do
           so in its sole discretion.

     11.3  Performance will be excused as provided above even though the
           occurrence of the contingency in question may have been foreseen or
           foreseeable at the time of contracting or subsequently become
           foreseeable, except to the extent that, having foreseen the
           occurrence of the contingency, a Party fails to take action to avoid
           or minimize the scope or effect of the event.

     11.4  Performance suspended by the provisions of this Section need not be
           made up later.

     11.5  The provision of this Section shall apply to any casualty loss or
           other accidental destruction to its facilities. Neither Party shall
           be obligated to rebuild following casualty loss or other accidental
           destruction to its facilities.

12.0  NOTICES.
     
      Any notice required or permitted hereunder shall be deemed to be given if
      delivered personally; five days after depositing the notice in certified
      mail, postage prepaid; or telecopied with receipt acknowledged and with a
      confirming copy sent by a nationally recognized overnight commercial
      courier to the following addresses:
      
      The address for CHEVRON PRODUCTS shall be:
 
      12523 American Petroleum Road
      P.O. Box 505
      Galena Park, TX  77547
      (713) 453-6618 (facsimile number)
      Attn: Terminal Manager

      The address for WARREN LP shall be:

      [WARREN LP]

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      ----------------------------------------------------
 
      ----------------------------------------------------    
      
      ---------------------------------- (facsimile number)
      
      Attn:  --------------------------------------------- 

Either Party may change its notice address by notifying the other in writing of
such change, which shall be effective fifteen (15) days after the giving of such
notice.

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13.0  CONFLICT OF INTEREST.
     
      Neither Party shall give any director, employee or representative of the
      other Party any commission, fee, rebate, gift or entertainment of
      significant cost or value in connection with this Agreement, or enter into
      any other business arrangement with any director, employee or
      representative of the other, without prior written notification to the
      other Party. Any representative(s) authorized by either Party may cause an
      audit of any and all records of the other Party as necessary and proper to
      verify that there has been compliance with this Section.

14.0  RIGHT TO AUDIT.

      Each Receiving Party may from time to time, but not more often than
      annually, make an audit of all records of the other and its subcontractors
      and vendors, to the extent the Providing Party has such right and can
      assign or transfer it, in connection with all costs upon which prices
      under this Agreement are based. Such audit may also cover the Party's
      procedures and controls with respect to such costs. Upon completion of
      this audit, any compensation due hereunder as shown by the audit shall be
      paid, except that the Providing Party may contest the audit findings by
      providing written notice to the Receiving Party. In such case, the dispute
      shall be resolved in accordance with Section 16.0 of this Agreement. Any
      amount by which the total payment exceeds the amount due as shown by the
      audit shall be returned. Any amount not audited within two years from the
      date payment was made shall be deemed correct and accepted and shall not
      be subject to further audit or refund obligations.

15.0  ASSIGNMENT.
     
      Neither Party shall voluntarily assign its rights nor delegate its duties
      under this Agreement, nor any part of such rights or duties, whether
      directly or indirectly, without the prior written consent of the other
      Party except as follows:
      
      (a)  either Party shall have the right to assign its rights under this
           Agreement to an Affiliate without the consent of the other Party.

      (b)  CHEVRON PRODUCTS' rights and obligations under this Agreement shall
           automatically and without further act be assigned to and assumed by
           any subsequent purchaser of the Terminal without the consent of
           WARREN LP.
      

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      (c)  WARREN LP's rights and obligations under this Agreement shall
           automatically and without further act be assigned to and assumed by
           any subsequent purchaser of Warrengas without the consent of CHEVRON
           PRODUCTS.

      An assignment of rights and delegation of obligations hereunder shall
      become effective upon delivery to the other Party of a properly executed
      assignment and assumption agreement evidencing the assignment and
      delegation.

16.0  DISPUTES.
     
      In the event a dispute arises with respect to this Agreement, the parties
      shall endeavor in good faith to resolve the dispute. Such endeavors shall
      include referral of the dispute to the Authorized Representatives and, if
      not resolved there, to an appropriate vice president of each Party. In
      addition, each Party agrees to consider the use of mediation, arbitration
      and other alternative dispute resolution methods. Any dispute or claim
      arising out of or relating to this Agreement (including without limitation
      claims for breach or violation of this Agreement) which has not otherwise
      been resolved shall be referred to and finally resolved by binding
      arbitration in Houston, Texas. The arbitration shall be conducted in
      accordance with the Commercial Arbitration Rules of the American
      Arbitration Association and by a single arbitrator. No arbitration award
      shall provide for the award of punitive damages. Any arbitration award
      shall be subject to the limitations of liability set forth in this
      Agreement. Judgment on any arbitration award may be entered in any court
      of appropriate jurisdiction.

17.0  INTEGRATION, AMENDMENTS AND WAIVER.
     
      This Agreement integrates the entire understanding between the parties
      with respect to the subject matter covered. It supersedes all prior and
      contemporaneous understandings, drafts, discussions or statements, whether
      oral or in writing, expressed or implied, dealing with the same subject
      matter. It may not be amended or modified in any manner including, without
      limitation, a course of performance or course of dealing between the
      Parties, except by a written agreement signed by both Parties which
      expressly amends this Agreement. No waiver of any of the provisions of
      this Agreement shall be deemed or shall constitute a waiver of any other
      provision hereof (whether or not similar) nor shall such waiver constitute
      a continuing waiver unless expressly provided.

                                       15
<PAGE>
 
18.0  INDEPENDENT RELATIONSHIP.

      Nothing contained in this Agreement shall be construed to create an
      association, trust, partnership or joint venture or impose a trust or
      partnership duty, obligation or liability on or with regard to either
      Party.
      
19.0  GOVERNING LAW.
     
      Any questions concerning the interpretation and enforcement of this
      Agreement shall be governed by the laws of the State of Texas, without
      regard for provisions concerning choice of law.
 
20.0  UNENFORCEABILITY.
     
      If any section or provision of this Agreement or any exhibit shall be
      determined to be invalid by applicable law, then for such period of time
      that same is invalid, it shall be deemed to be deleted from this Agreement
      and rewritten as a valid and enforceable provision that comes as close as
      possible to the meaning of the invalid or unenforceable provision. The
      remaining portions of this Agreement shall remain in full force and
      effect.

21.0  THIRD-PARTY BENEFICIARIES.
     
      There are no intended third party beneficiaries to the Agreement and
      nothing in this Agreement shall entitle any person other than CHEVRON
      PRODUCTS or WARREN LP and their respective successors and assigns
      permitted hereby to any claim, cause of action, remedy or right of any
      kind.

  WARREN LP                            CHEVRON PRODUCTS COMPANY, A DIVISION   
                                       OF CHEVRON U.S.A. INC.

By: -----------------------------      By: --------------------------------  

Title: --------------------------      Title: -----------------------------  

                                       16
<PAGE>
 
                                   EXHIBIT 1
                          EMERGENCY RESPONSE SERVICES


1.0  DEFINITIONS.
     
     1.1  "Emergency Response Equipment" shall mean the Fire Water System,
     qualified emergency response personnel, encapsulated suits, hazardous
     release equipment, oil spill containment booms and deployment equipment,
     extinguishers, hose carts, SCBA equipment, and other equipment necessary or
     desirable to respond to emergencies occurring at the Terminal.

     1.2  "Fire Water" shall mean the raw water that has been pumped by
     equipment maintained and operated by WARREN LP from the Houston Ship
     Channel into the Fire Water System to a nominal pressure of 150 psig.

     1.3  "Fire Water System" means an underground piping and distribution
     system, hydrants, fire monitors, tank deluge system, water cannons, the
     supervisory and control systems, the six Fire Water pumps, and related
     equipment for the purpose of delivering Fire Water throughout the Terminal.

     1.4  "Hydrocarbon Leak Detection System" means a system maintained by
     WARREN LP to detect the release of hydrocarbon in the CHEVRON PRODUCTS tank
     field, including the central operations computer and applicable software.

     1.5  "Joint Emergency Response Plan" shall mean the plan prepared by
     CHEVRON PRODUCTS and WARREN LP and approved by the United States Coast
     Guard and the Texas General Land Office, for the purpose of defining and
     describing incident response operations associated with spills of CHEVRON
     PRODUCTS product which could enter the water at Warrengas or the Terminal.

2.0  SCOPE OF SERVICES.  WARREN LP shall:
     
     (a) provide all Services reasonably necessary to respond to emergencies at
     the Terminal as required under the Joint Emergency Response Plan;

                                       17
<PAGE>
 
     (b) maintain and operate the Emergency Response Equipment in accordance
     with the warranty set forth in the body of this Agreement;

     (c) supply CHEVRON PRODUCTS with Fire Water through the Fire Water System
     for fire control and other purposes;

     (d) maintain those portions of the Fire Water System not on the Terminal
     Property and conduct weekly performance tests of the entire Fire Water
     System;

     (e) inspect, maintain, test, repair and continuously monitor the
     Hydrocarbon Leak Detection System;

     (f) maintain all Emergency Response Equipment in accordance with the
     manufacturer's service schedule and repair it in accordance with
     recommended practices; and

     (g) maintain membership in CCA and CIMA organizations to secure and provide
     assistance during emergency response incidents involving the Terminal.

3.0  Emergency Response Organization.
     
     WARREN LP shall provide, or cause to be provided, an organization of
     qualified emergency response personnel. CHEVRON PRODUCTS shall have
     representatives on the response organization. The response organization
     shall:

     (a) provide or cause to be provided all Services reasonably necessary to
     respond to emergencies at the Terminal as required under the Joint
     Emergency Response Plan;

     (b) respond to alarms and other emergency calls in accordance with the
     procedures set forth in the Joint Emergency Response Plan;

     (c) respond to medical emergencies, hazardous releases and rescue
     situations as detailed in the Joint Emergency Response Plan;

     (d) conduct regularly scheduled emergency drills; and

     (e) maintain membership in the CCA and CIMA organizations and regularly
     participate in incident preparation drills/planning exercises.

                                       18
<PAGE>
 
     CHEVRON PRODUCTS shall participate in all emergency response drills related
     to the Terminal. CHEVRON PRODUCTS' participation in any other emergency
     response drill or organization shall be voluntary. Emergency response
     personnel shall be allowed entry into both facilities.

4.0   FEES.
     
      CHEVRON PRODUCTS shall pay WARREN LP the total sum of $17,700 a year for
      the provision of Emergency Response Services, subject to Sections 7.1 and
      7.2 of this Agreement relating to improvement. $2,700.00 of this amount
      represents CHEVRON PRODUCTS' portion of membership dues in CCA and CIMA.
      CHEVRON PRODUCTS will continue to bear twenty percent of the cost of
      membership in such organizations. Therefore, this portion of the fee shall
      increase in conjunction with the increase of membership dues in such
      organizations rather than in accordance with the procedures contained in
      Section 2.1 of this Agreement. In the event WARREN LP responds to an
      actual emergency for CHEVRON PRODUCTS, all direct costs incurred by WARREN
      LP for equipment, supplies, and contract labor related to such response
      shall be paid by CHEVRON PRODUCTS. Any direct costs incurred by WARREN LP
      to repair the Hydrocarbon Leak Detection System on the Terminal property
      shall be borne by CHEVRON PRODUCTS.

5.0  ADDITIONAL TERMS AND CONDITIONS.
  
     Each Party (the "Releasing Party") hereby releases the other Party from any
     liability whatsoever, arising in connection with the other Party's
     performance of emergency response services hereunder in response to alarms
     and other emergency calls to premises or facilities operating primarily for
     the benefit of the Releasing Party; provided, however, such release shall
     not apply to the willful misconduct of the other Party.

                                       19
<PAGE>
 
                                   EXHIBIT 2
                                 DOCK SERVICES


1.0  SCOPE OF SERVICES.
     
     WARREN LP shall operate, maintain and provide qualified personnel for the
     dock facilities at Galena Park and coordinate the scheduling at docks 2 and
     3 for all CHEVRON PRODUCTS' offloading requirements, including but not
     limited to performing the following:

     (a) The dock facilities shall remain open for the offloading of barges at
     all times at CHEVRON PRODUCTS' request, upon CHEVRON PRODUCTS' adherence to
     the Scheduling Procedure contained in Section 2.0 of this Exhibit.

     (b) WARREN LP shall maintain a spill prevention control and containment
     plan and shall coordinate with CHEVRON PRODUCTS with respect to the
     implementation of the Joint Emergency Response Plan.

     (c) WARREN LP shall coordinate vessel activities of docks 2 and 3 to
     include coordinating the arrival of barges, arranging berthing, receiving
     barges for discharge, connecting unloading systems, furnishing qualified
     dock personnel, participating in pre-transfer conferences, monitoring dock
     facilities during discharge, and releasing barges.

     (d) CHEVRON PRODUCTS shall be responsible for hiring independent
     inspectors. WARREN LP shall notify Chevron and Chevron's inspectors of
     barge arrival.

     (e) WARREN LP shall maintain the #2 and #3 dock facilities in a condition
     suitable to meet CHEVRON PRODUCTS' shipping requirements for the
     performance of this Agreement.

     (f) WARREN LP shall maintain two CHEVRON PRODUCTS-owned active product
     transfer pipelines connecting docks two and three to the Terminal for Avgas
     and Motor fuels, and associated valving. WARREN LP shall obtain written
     approval from CHEVRON PRODUCTS prior to performing repairs to such
     pipelines for which CHEVRON PRODUCTS will be billed. WARREN LP shall notify
     CHEVRON PRODUCTS before testing or performing maintenance on such
     pipelines. WARREN LP shall perform annual USCG hydrotesting and VOC

                                       20
<PAGE>
 
     monitoring. WARREN LP shall maintain applicable documentation and provide
     copies to CHEVRON PRODUCTS upon request.

     WARREN LP shall have no obligation to provide CHEVRON PRODUCTS with barges
     under this Agreement. All CHEVRON PRODUCTS barges offloaded at the docks  
     shall be in compliance with all applicable rules and regulations.

     2.0  SCHEDULING PROCEDURE.

     CHEVRON PRODUCTS' Logistics and Trading Group ("L and T Group") will
     provide notice to the Logistics Specialist at Warrengas as far in advance
     as possible, but not less than 48 hours, of a forty-eight (48) hour window
     for the arrival of each CHEVRON PRODUCTS barge at the WARREN LP docks (the
     "Preliminary Arrival Window"). No longer than four hours after receipt of
     CHEVRON PRODUCTS' Preliminary Arrival Window nomination, WARREN LP shall
     advise CHEVRON PRODUCTS of the availability of dock space in the
     Preliminary Arrival Window requested by CHEVRON PRODUCTS. If dock space is
     unavailable in the Preliminary Arrival Window, WARREN LP shall notify
     CHEVRON PRODUCTS of the first available arrival time. However, it is the
     intent of the Parties that all possible actions should be taken to minimize
     CHEVRON PRODUCTS demurrage assuming CHEVRON PRODUCTS has provided WARREN LP
     with the requisite forty-eight (48) hour advance notice. CHEVRON PRODUCTS
     shall continue to update WARREN LP regarding the progress of the CHEVRON
     PRODUCTS vessel and any information indicating that the vessel will arrive
     outside of the Preliminary Arrival Window as soon as CHEVRON PRODUCTS
     obtains such information. Within twenty-four hours prior to the beginning
     of the Preliminary Arrival Window, CHEVRON PRODUCTS' L and T Group shall
     coordinate with WARREN LP to establish a Final Arrival Time.

3.0  DEMURRAGE.  Each Party shall coordinate with the other Party to minimize
     demurrage to the extent possible. WARREN LP will make all reasonable
     efforts to accommodate arriving Chevron vessels within the Preliminary
     Arrival Window requested by Chevron. Once a Final Arrival Time has been
     mutually established, demurrage to Chevron resulting from unavailability of
     dock space at the Final Arrival Time or within four hours thereafter shall
     be for WARREN LP's account. Demurrage charges on the CHEVRON PRODUCTS
     vessel resulting from the delayed arrival of a CHEVRON PRODUCTS vessel by
     more than four hours shall be for CHEVRON PRODUCTS' account. WARREN LP
     shall make reasonable efforts to minimize demurrage charges for CHEVRON
     PRODUCTS barges arriving outside of the Final Arrival Time window, but
     shall not have any demurrage exposure to

                                       21
<PAGE>
 
     CHEVRON PRODUCTS in such instances. WARREN LP shall not be responsible to
     CHEVRON PRODUCTS for demurrage due to delays related to operations problems
     with respect to product pumping or shore tankage and receipt of product.

4.0  FEES.  CHEVRON PRODUCTS shall compensate WARREN LP One-half cent per gallon
     of product unloaded for performing the Dock Services based on the shore
     tank receiving gauge. CHEVRON PRODUCTS shall reimburse WARREN LP for direct
     costs incurred by WARREN LP for the repair and maintenance of CHEVRON
     PRODUCTS' dock product transfer pipelines.

                                       22
<PAGE>
 
                                   EXHIBIT 3
                               SECURITY SERVICES

1.0  SCOPE OF SERVICES. WARREN LP shall provide security services to protect
     Terminal personnel and property. This shall include after-hours monitoring
     of the facility by WARREN LP personnel, access screening per CHEVRON
     PRODUCTS instruction, monitoring and controlling the traffic flow into and
     out of the Terminal, notifying CHEVRON PRODUCTS of any emergencies and
     providing support in such situations, serving as a staging area for
     emergency response equipment, and closely controlling access to the
     Terminal.

2.0  FEES.
     
     CHEVRON PRODUCTS shall compensate WARREN LP a total of $20,000 a year for
     the provision of Security Services.

                                       23
<PAGE>
 
                                   EXHIBIT 4
                            COMMUNICATIONS SERVICES

1.0  DEFINITION.
     
     "Radio System" shall mean the radio antenna, computers, repeater stations,
     mobile units, and base stations (but not including handsets) used by WARREN
     LP and CHEVRON PRODUCTS for communication within and between the Terminal
     and Warrengas and used in connection with the WARREN LP 800 Mhz FCC
     license.

2.0  SCOPE OF SERVICES.
     
     WARREN LP shall maintain and operate the Radio System and the applicable
     FCC license, and shall provide service to CHEVRON PRODUCTS. CHEVRON
     PRODUCTS shall procure the radios. CHEVRON PRODUCTS currently uses 9
     radios. WARREN LP shall allow CHEVRON PRODUCTS to increase its number of
     radios if the Radio System can accommodate the increase. CHEVRON PRODUCTS'
     use of WARREN LP's Radio System shall be limited to the business purposes
     of CHEVRON PRODUCTS and its Affiliates.

                                       24
<PAGE>
 
                                   EXHIBIT 5
                             FLARE SYSTEM SERVICES


1.0  DEFINITIONS.
      
     1.1  "High Pressure Flare System" shall mean the Warrengas flare (North)
     and associated system including the knockout tank.

     1.2  "Low Pressure Flare System" shall mean the Terminal flare (South) and
     associated system including the knockout tank and the flare manifold for
     tanks W-17 through W-21.


2.0  SCOPE OF SERVICES.  CHEVRON PRODUCTS shall operate and maintain for the
     benefit of both parties the Low Pressure Flare System.

     WARREN LP shall operate and maintain for the benefit of both parties the
     High Pressure Flare System.

     WARREN LP shall provide electricity and natural gas to both the High
     Pressure Flare System and the Low Pressure Flare System free of charge.


3.0  OPERATING RULES.  The parties shall adhere to the Operating Procedure
     entitled "Switching to Chevron Flare System." Neither Party shall perform
     work on either system without the approval of the other Party. The Party
     operating each respective system shall obtain and maintain any and all
     permits required by any governmental authority relating to such system.
     Liability for repair and replacement of the Flare Systems shall be governed
     by Sections 3.0 and 6.0 of this Agreement.

                                       25
<PAGE>
 
                                   EXHIBIT 6
                            POTABLE WATER SERVICES

1.0  DEFINITIONS.  The terms used in this exhibit shall have the following
     meanings:

     1.1 "Potable Water" shall mean drinking water purchased from the City of
     Houston and supplied to CHEVRON PRODUCTS at a minimum of 40 PSIG.

     1.2 "PSIG" shall mean pounds per square inch gauge.

     1.3 "Potable Water Facility" shall mean facilities used to deliver Potable
     Water to CHEVRON PRODUCTS from the City of Houston water main.

2.0  SCOPE OF SERVICES.
 
     2.1 WARREN LP agrees to supply the Terminal's requirements of Potable Water
     for the term of this agreement.

     2.2 WARREN LP shall be responsible for the operation and maintenance of the
     entire Potable Water Facility.

3.0  METERING.
     
     CHEVRON PRODUCTS' Potable Water usage shall be measured by a meter located
     on the 3 inch water line by which Potable Water is provided to CHEVRON
     PRODUCTS.

     WARREN LP shall inspect, test, and calibrate such meter at least once per
     year, as agreed by the parties, and any inaccuracy disclosed by such test
     shall be promptly corrected. Either Party shall have the right to have the
     meter tested at any time at its expense. The Authorized Representative of
     each Party shall be afforded a reasonable opportunity to be present at all
     meter inspections and tests. If at any time a meter device is found
     inaccurate by more than 1%, an adjustment shall be made to compensate for
     the effect of such inaccuracy on any unpaid invoice.

     If at any time the meter should fail to register or its registration should
     be so erratic as to be meaningless, the quantities such meter was intended
     to record shall be determined

                                       26
<PAGE>
 
     based on the previous representative monthly average usage per day.

4.0  RATES.
     
     WARREN LP shall read the CHEVRON PRODUCTS meter on a monthly basis and
     shall bill CHEVRON PRODUCTS for the amount of water used by CHEVRON
     PRODUCTS at the same rate that WARREN LP is billed by the City of Houston.

                                       27
<PAGE>
 
                                   EXHIBIT 7
                             NATURAL GAS SERVICES


1.0  DEFINITIONS.  The terms used in this exhibit shall have the following
     meanings:

     1.1 "Natural Gas" shall mean natural gas supplied by WARREN LP to CHEVRON
     PRODUCTS to heat the shop and office facilities at the Terminal.

     1.2 "Natural Gas Facility" shall mean facilities used to distribute Natural
     Gas to the Terminal.

2.0  SCOPE OF SERVICES.
     
     2.1 WARREN LP agrees to supply the Terminal's requirements of Natural Gas
     for the term of this agreement.

     2.2 WARREN LP shall be responsible for the operation and maintenance of the
     entire Natural Gas Facility.

3.0  METERING.
    
     CHEVRON PRODUCTS' Natural Gas usage shall be measured by a meter located on
     the one-inch supply line by which WARREN LP supplies gas to CHEVRON
     PRODUCTS. WARREN LP shall inspect, test, and calibrate such meter at least
     once per year, as agreed by the parties, and any inaccuracy disclosed by
     such test shall be promptly corrected. Either Party shall have the right to
     have the meter tested at any time at its expense. The Authorized
     Representative of each Party shall be afforded a reasonable opportunity to
     be present at all meter inspections and tests. If at any time a meter
     device is found inaccurate by more than 1%, an adjustment shall be made to
     compensate for the effect of such inaccuracy on any unpaid invoice.

     If at any time the meter should fail to register or its registration should
     be so erratic as to be meaningless, the quantities such meter was intended
     to record shall be determined based on the previous representative monthly
     average usage per day.

4.0  RATES.

                                       28
<PAGE>
 
     WARREN LP shall read the CHEVRON PRODUCTS meter on a monthly basis and
     shall bill CHEVRON PRODUCTS for the amount of Natural Gas used by CHEVRON
     PRODUCTS at WARREN LP's cost .

                                       29
<PAGE>
 
                                   EXHIBIT 8
                               ELECTRIC SERVICES

1.0  DEFINITIONS.  The terms used in this exhibit shall have the following
     meanings:

     1.1 "Electric Facility" shall mean facilities used to transmit or
     distribute electricity to the Terminal.

     1.2 "Electric Service" shall mean the supply of Energy by WARREN LP to
     CHEVRON PRODUCTS at the Terminal under this Agreement.

     1.3 "Energy" shall mean electric energy expressed in kilowatt-hours
     delivered by WARREN LP to CHEVRON PRODUCTS.

     1.4 "Forced Outage" shall mean any outage that fully or partially curtails
     the electric output of the Electric Facility, other than an outage caused
     by a Force Majeure event or scheduled maintenance.

     1.5 "HLP" shall mean Houston Lighting and Power.

     1.6 "KW" shall mean one kilowatt (1000 watts) of electricity.

     1.7 "KWH" shall mean one kilowatt-hour of electricity.

     1.8 "Metering Facility" shall mean that meter located at the power
     distribution building, and associated equipment necessary for measuring
     Energy deliveries by WARREN LP to CHEVRON PRODUCTS at the Terminal and for
     determining CHEVRON PRODUCTS' payments to WARREN LP.


2.0  SCOPE OF SERVICES.

     2.1 WARREN LP shall supply to CHEVRON PRODUCTS and CHEVRON PRODUCTS shall
     take and pay for the full electrical requirements of the Terminal for the
     term of this Agreement.

     2.2 WARREN LP shall be responsible for the operation and maintenance of the
     Electric Facility outside of the Terminal Property.

                                       30
<PAGE>
 
     2.3 WARREN LP shall provide Energy free of charge to CHEVRON PRODUCTS for
     CHEVRON PRODUCTS' operation of its tank farm lighting, security lighting,
     cathodic protection, sewage plant, flare, and lift pump station.

3.0  METERING. WARREN LP shall inspect, test, and calibrate the Metering
     Facilities at least once per year, as agreed by the parties, and any
     inaccuracy disclosed by such test shall be promptly corrected. Either Party
     shall have the right to have the meter tested at any time at its expense.
     The Authorized Representative of each Party shall be afforded a reasonable
     opportunity to be present at all meter inspections and tests. If at any
     time a meter device is found inaccurate by more than 1%, an adjustment
     shall be made to compensate for the effect of such inaccuracy on any unpaid
     invoice.

     If at any time the meter should fail to register or its registration should
     be so erratic as to be meaningless, the quantities such meter was intended
     to record shall be determined based on the previous representative monthly
     average usage per day.

4.0  FORCED OUTAGES. In the event of a Forced Outage, WARREN LP shall make all
     reasonable efforts to restore the full Electric Service to any affected
     area as soon as reasonably possible.

5.0  Rates. CHEVRON PRODUCTS shall reimburse WARREN LP for the total KWH of
     Energy measured to CHEVRON PRODUCTS through the CHEVRON PRODUCTS meter at
     the rate charged to WARREN LP by HLP for such Energy. CHEVRON PRODUCTS
     shall also reimburse WARREN LP for a percentage of the allocable facility
     or base charges based on actual consumption.

                                       31
<PAGE>
 
                                   EXHIBIT 9
                       MOWING AND WEED CONTROL SERVICES


     1.0  Scope of Services. WARREN LP shall provide all services necessary to
     maintain the grounds of the Terminal including, without limitation, mowing
     the grass on a weekly basis or as seasonably required and performing weed
     control as seasonably required. CHEVRON PRODUCTS shall be responsible for
     landscaping in the vicinity of the CHEVRON PRODUCTS office.

     2.0  Fees.  CHEVRON PRODUCTS shall compensate WARREN LP $13,000 per year.

                                       32
<PAGE>
 
                                  EXHIBIT 10
                             ROAD REPAIR SERVICES

     1.0 Scope of Services. WARREN LP shall maintain and repair that portion of
     American Petroleum Road between Federal Road and the entrance to the
     Terminal.

     2.0 Fees. CHEVRON PRODUCTS shall reimburse WARREN LP for twenty percent of
     the direct repair and maintenance costs incurred by WARREN LP.

                                       33
<PAGE>
 
                                  EXHIBIT 11
                     FENCING AND SECURITY LIGHTS SERVICES


     1.0 Scope of Services. WARREN LP shall maintain and promptly repair all
     fencing throughout and surrounding Warrengas and the Terminal. WARREN LP
     shall maintain and repair all security lighting throughout the property
     other than that located at the Terminal.

     2.0  Fees.  CHEVRON PRODUCTS shall compensate WARREN LP $3,000 per year.
     

                                       34
<PAGE>
 
                                   EXHIBIT 12
                            DESCRIPTION OF WARRENGAS

                                       35
<PAGE>
 
                                   EXHIBIT 13
                          DESCRIPTION OF THE TERMINAL

                                       36