EXHIBIT 10.9
















                        FORMATION AND PURCHASE AGREEMENT
                          Dated as of October __, 1998
                                  by and among
                  SUPPORT TERMINAL OPERATING PARTNERSHIP, L.P.
                (a subsidiary of Kaneb Pipe Line Partners, L.P.),
                                       and
                           NORTHVILLE INDUSTRIES CORP.
                                      and
                                  AFFCO, CORP.


<PAGE>







                      TABLE OF CONTENTS
                                                                          Page
SECTION 1.        Certain Definitions.......................................2

SECTION 2.        Formation of LLC; Contribution of Assets..................8
         2.1      Formation of LLC .........................................8
         2.2      Assumption of Future Obligations..........................9
         2.3      Closing Adjustments.......................................12

SECTION 3.        Purchase and Sale of LLC Interests;
                  Consideration for LLC Interests; and Managing
                  Member Appointment .......................................13
         3.1      Purchase and Sale of LLC Interests........................13
         3.2      Amount of Purchase Price..................................14
         3.3      Payment of Purchase Price.................................14
         3.4      Tax Elections Regarding Step-Up Basis.....................15
                  LLC Agreement.............................................15

SECTION 4.        Representations and Warranties of Seller
                  and AFFCO.................................................15
                  Good Standing.............................................15
         41       Authorization.............................................16
         42       Financial Data............................................17
         43       Competing Interest........................................17
         44       Records and Books of Account..............................19
         45       Liabilities...............................................19
         46       Title to Assets; Liens and Encumbrances...................19
         47       Fixed Assets; Real Property; Leased Premises..............20
         48       Trademarks, Service Marks, Trade Names, Patents
                  and Copyrights............................................24
                  Contracts.................................................24
                  Labor Relations...........................................27
         41       Legal Proceedings.........................................27
         42       Compliance With Law; Permits and Licenses.................28
         43       Actions Not in Ordinary Course............................28
         44       Employee Matters..........................................29
         45       Capital Projects and Expenditures.........................29
         46       Environmental Protection..................................29
         47       Employee Benefits.........................................32
         48       Governmental Approvals....................................32
         49       No Omissions..............................................33
         410      Purchased LLC Interests...................................33

SECTION 5.        Representations and Warranties of the Buyer...............34
         5.1      Representations and Warranties of the Buyer...............34
                  (A)      Good Standing....................................34
                  (B)      Authorization....................................34

SECTION 6.        Condition of Acquired Assets and Buyers
                  Due Diligence.............................................35
                  As Is.....................................................35
         61       Conduct of Business.......................................35
         62       Access....................................................36

SECTION 7.        Conditions of Buyers Obligations to Close.................36
                  Agreements and Conditions.................................37
         71       Accuracy of Representations and Warranties................37
         72       Governmental Approvals; Consents..........................37
         73       Material Adverse Change...................................38
         74       No Actions or Proceedings.................................38
         75       Bring-down Certificate....................................39
         76       Good Standing Certificates................................40
         77       Certified Charter Documents...............................40
         78       Matters Satisfactory to the Buyers Counsel................40
         79       Due Diligence.............................................40
         710      Corporate Action..........................................41
         711      Secretarys Certificate....................................41
         712      Title Reports.............................................41
         713      FIRPTA Affidavit..........................................42
         714      Antitrust Improvements Act................................42
         715      Deliveries................................................43
         716      Product Storage Agreement.................................43
         717      LLC Agreement.............................................43

SECTION 8.        Conditions of the Seller=s Obligations to Close...........43
         8.1      Agreements and Conditions.................................43
         8.2      Accuracy of Representations and Warranties................44
         8.3      Governmental Approvals; Consents..........................44
         8.4      No Actions or Proceedings.................................44
         8.5      General Partner=s Certificate.............................45
         8.6      General Partner=s Certificate of Authorization............45
         8.7      Antitrust Improvement Act.................................46
         8.8      Product Storage Agreement.................................46
         8.9      Deliveries................................................46
         8.10     LLC Agreement.............................................46

SECTION 9.        Deliveries of Seller......................................46
         9.1      Title to Acquired Assets..................................47
         9.2      Consents..................................................47
         9.3      Good Standing Certificate.................................47
         9.4      Secretary=s Certificate...................................47
         9.5      Possession of Acquired Assets.............................48
         9.6      Other Deliveries..........................................48

SECTION 10.       Deliveries of Buyer, Seller, AFFCO and the
                  LLC at the LLC Interest Closing...........................48
         A. Buyers Deliveries
         10.1     Purchase Price............................................48
         10.2     Certificate...............................................48
         10.3     Other Deliveries..........................................48
         B. LLC Deliveries
         10.4     Certificates and LLC Agreement............................49
         10.5     Other Deliveries..........................................49
         10.6     Product Storage Agreement.................................49
         C. Seller=s and AFFCO=s Deliveries
                  LLC Units Transfer........................................49
                  Other Deliveries..........................................49

SECTION 11. Additional Covenants............................................49
         11.1     Consents Report; Inventory List...........................49
         11.2     Sellers Employees.........................................52
         11.3     Cooperation...............................................53
         11.4     Receivables; Mail ........................................54
         11.5     Further Assurances........................................54

SECTION 12. Indemnification
         Indemnification by Seller..........................................55
         11   Indemnification by the LLC....................................56
         12   Indemnification by the Buyer..................................56
         13   Procedures for Indemnification................................56
         14   Right of Setoff...............................................58

SECTION 13.Survival of Representations; Effect of Certificates..............58
         Survival Representations...........................................58
         15   Effect of Certificates........................................58

SECTION 14. Fees and Disbursements..........................................58

SECTION 15. No Broker.......................................................59

SECTION 16. Notices.........................................................59

SECTION 17. Miscellaneous...................................................61
         Entire Agreement...................................................61
         16   Taxes.........................................................62
         17   Governing Law.................................................62
         18   Benefit of Parties; Assignment................................62
         19   Pronouns......................................................63
         110  Public Announcements..........................................63
         111  Headings......................................................63


<PAGE>


LIST OF SCHEDULES and EXHIBITS
SCHEDULE A:       Description of Real Property
                           Annex 1- Linden Terminal Inventory

SCHEDULE B:       Tankage Information, Linden Facility
                           Description of Facility
                           Three Crest Engineering Associates Inc. Surveys
                           dated A10/15/98@

SCHEDULE 4.3:     Operating and Financial Data

SCHEDULE 4.4:     Competing Interests

SCHEDULE 4.6:     Liabilities

SCHEDULE 4.7(a):  Liens on Acquired Assets

SCHEDULE 4.7(b):  Terminal Assets not Acquired

SCHEDULE 4.8(a):  Assets Not in Good Repair and Operating
                                    Condition

SCHEDULE 4.8(b):  Violations of Law

SCHEDULE 4.8(c):  Lease, Easement and License Agreements
                                    (ALeased Premises@)

SCHEDULE 4.8(d):  Notices:  Insurance Co./Board of Fire Underwriters

SCHEDULE 4.8(e):  Permits, Licenses and Plans

SCHEDULE 4.10:    Assumed Contracts

SCHEDULE 4.12:    Legal Proceedings

SCHEDULE 4.13:    Compliance with Law; Permits and Licenses

SCHEDULE 4.15:    Linden Terminal Employees

SCHEDULE 4.16:    Capital Projects and Expenditures

SCHEDULE 4.17:    Discharge History of Hazardous Substances and
                           Wastes

SCHEDULE 8.8:     Product Storage Agreement

SCHEDULE 11:      Inspection Schedule

EXHIBIT A:        Limited Liability Company Agreement

EXHIBIT B:        Amended and Restated Limited Liability Company
                      Agreement



<PAGE>
             AGREEMENT  dated as of  October  __,  1998 by and  among  Support
Terminal  Operating,  Partnership,  L.P., a Delaware  limited  Partnership  (the
"Buyer");  Northville Industries Corp., a New York corporation  ("Seller"),  and
AFFCO, Corp., a New York corporation that is an affiliate of Seller (AAFFCO@).

                              W I T N E S S E T H:

         WHEREAS,  Seller and AFFCO have  formed a  Delaware  limited  liability
company named ST Linden Terminal, LLC (the ALLC@); and
         WHEREAS,  Seller  intends to  contribute  to the LLC all of the assets,
properties and rights of Seller relating to the Terminal(as  defined below) (the
AContribution@) pursuant to the terms and conditions hereinafter set forth; and

         WHEREAS,  Seller,  Buyer and AFFCO  desire that  immediately  after the
Contribution  (i) Seller and AFFCO sell to Buyer, and Buyer purchase from Seller
and AFFCO,  one-half each of Seller=s and AFFCO=s  interest in the LLC, and (ii)
Buyer be named  manager of the LLC,  all  pursuant  to the terms and  conditions
hereinafter set forth;

      NOW, THEREFORE,  in consideration of the mutual covenants contained herein
and for other good and  valuable  consideration  set forth  herein,  the parties
hereto agree as follows:  . For purposes of this Agreement,  the following terms
shall have the respective meanings set forth below:  "Acquired Assets" means the
Terminal, the Real Property and the Fixtures and all the assets,  properties and
rights of or relating to the  Terminal of every kind and  description,  wherever
located,  including,  without limitation, all assets, property and rights listed
on Schedule A attached hereto.  The Acquired Assets include all real,  personal,
intangible and tangible property  relating to the Terminal,  inventories of fuel
and oil for Terminal  equipment  operation,  pipeline fill machinery,  Fixtures,
equipment,  tools, spare parts, pumps, racks,  drums, tanks,  pipelines,  marine
facilities, assignable permits and licenses, boats and other vessels, Contracts,
claims and rights(other  than accounts  receivables as of the Formation  Closing
under  Contracts  of Seller  relating to the  Terminal and assigned to the LLC),
computer software owned or used by Seller in the operation of the Terminal,  and
true  copies of all books,  records  and  documents  of Seller  relating  to the
assets,  properties and rights of the Terminal  (including,  without limitation,
operational files, blueprints, plans, specifications and drawings, but excluding
books,  records and documents of Seller's  business  such as inactive  inventory
records  and  customer  storage and  throughput  records).  "Actions"  means any
claims,  actions,  suits,  proceedings  and  investigations,  whether at law, in
equity or in admiralty  or before any court,  arbitrator,  arbitration  panel or
Governmental  Authority.  "Code"  means the Internal  Revenue  Code of 1986,  as
amended. "Contracts" means all contracts,  agreements,  documents,  instruments,
indentures, licenses, leases, commitments, plans, arrangements, sales orders and
purchase  orders of every  kind,  whether  written  or oral.  AControl'  and all
derivations  thereof  means the  direct or  indirect  ability or power to either
(i)vote  (or  direct  the vote of) 50% or more of the  voting  interests  in any
Person or (ii) direct the  affairs of another,  whether  through  voting  power,
contract or otherwise.  "Damages"  means losses,  liabilities,  costs,(including
costs of  remediation)  damages,  claims,  expenses,  fees,  fines and penalties
(including  reasonable  attorneys fees and disbursements).  "Environmental Laws"
means  all  Governmental  Requirements  related  to  and/or  regulating  (a) the
prevention or control of pollution or protection of the environment,  (b) solid,
gasesous or liquid waste generation,  handling,  treatment,  storage,  disposal,
discharge,  release,  emission or  transportation  or (c)  exposure to Hazardous
Materials.   AEnvironmental   Laws@  include  the  Comprehensive   Environmental
Response,  Compensation and Liability Act of 1980, 42 U.S.C. " 9601, et seq., as
amended,  the  Emergency  Planning and Community  Right-To-Know  Act of 1986, 42
U.S.C. " 11001, et seq., as amended, the Resource  Conservation and Recovery Act
of 1976,42 U.S.C. " 6901, et seq., as amended, the Toxic Substances Control Act,
15 U.S.C. " 2601, et seq., the Federal Insecticide,  Fungicide,  and Rodenticide
Act, 7 U.S.C.  " 136, et seq., as amended,  the Clean Air Act, 42 U.S.C. " 7401,
et seq., as amended,  the Clean Water Act (Federal Water Pollution Control Act),
33 U.S.C.  " 1251 et seq., as amended,  the Safe Drinking  Water Act,42 U.S.C. "
300f et seq., as amended,  the  Occupational  Safety and Health Act, 29 U.S.C. "
641 et seq., as amended,  and the  Hazardous  Materials  Transportation  Act, 49
U.S.C. " 1801 et seq., as amended.  "ERISA" means the Employee Retirement Income
Security  Act of 1974,  as amended,  and the rules and  regulations  promulgated
thereunder.  "Financial Data" means the operating and financial data relating to
the Terminal furnished by Seller to the Buyer listed on Schedule 4.3. "Fixtures"
means all  improvements  and fixtures in all of their forms located on, under or
about the  Terminal,  including  the marine  facilities,  all  improvements  and
equipment  listed on Annex I to  Schedule A hereto,  all Parts  thereof  and all
accessions, additions, attachments,  alterations,  improvements,  modifications,
substitutions  and  replacements  thereto and  therefor,  and any reference to a
Fixture  shall also  include any  related  Part or any other  interest  therein.
AFormation  Closing@  means  the date and time  determined  as  contemplated  by
paragraph  2.1.  "GAAP"  means  generally   accepted  United  States  accounting
principles.  "Governmental Authority" means any and all foreign,  federal, state
or local governments,  governmental  institutions,  legislative  bodies,  public
authorities  and  governmental  entities  of  any  nature  whatsoever,  and  any
subdivisions  or  instrumentalities  thereof,  including  departments,   boards,
bureaus,  commissions,  agencies,  courts,  administrations  and panels, and any
divisions or instrumentalities  thereof, whether permanent or ad hoc and whether
now or hereafter  constituted or existing.  AHazardous  Materials@ means (1) any
Ahazardous  waste@ as defined by the Resource  Conservation  and Recovery Act of
1976,  42.U.S.C.  " 6901 et seq., as amended from time to time, and  regulations
promulgated  thereunder,  (2)  any  Ahazardous  substance@  as  defined  by  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C.  "9601,  et seq.,  as  amended  from  time to  time,  (3)  asbestos,  (4)
polychlorinated  biphenyls, (5) underground storage tanks, whether empty, filled
or partially filled with any substance,  (6) petroleum or any petroleum product,
(7) any other substance the presence of which is prohibited or restricted by any
law or other governmental  requirement and, (8) any other substance which by any
law or other governmental  requirement requires special handling or notification
of any federal,  state or local governmental entity in its collection,  storage,
treatment,  recycling, or disposal. Aincludes@ and Aincluding@ means Aincluding,
without  limitation@  or Aincludes,  without  limitation@,  and all  derivations
thereof shall have  corresponding  meanings.  "LLC Interest  Closing"  means the
closing of the purchase and sale between Buyer,  AFFCO,  and Seller of interests
in the LLC as  contemplated  hereby,  which  shall take place at the  offices of
Herzfeld & Rubin,  P.C., 40 Wall Street, New York, New York, on or about October
30, 1998 at 10:00 a.m.,  or at such other time or place as the parties may agree
upon  in  writing.  "Laws"  mean  laws,  rules,   regulations,   codes,  orders,
ordinances,  judgments,  injunctions  and  decrees.  "Liabilities"  means debts,
liabilities,   obligations,   duties  and   responsibilities  of  any  kind  and
description, whether absolute or contingent, monetary or non-monetary, direct or
indirect,  known or unknown or matured  or  unmatured,  or of any other  nature.
"Lien" means any security  interest,  lien,  mortgage,  claim,  charge,  pledge,
restriction,  equitable interest or encumbrance of any nature. "Parts" means all
appliances,  parts,  instruments,  appurtenances,  accessories,  furnishings and
other equipment of whatever nature that may from time to time be incorporated or
installed in or attached to any item of equipment  used in  connection  with the
operation  of the  Terminal  or  Fixture.  "Person"  means any  natural  person,
corporation,   business  trust,  joint  venture,  association,   company,  firm,
partnership   or  other  entity  or   government  or   Governmental   Authority.
"Proprietary  Rights" means any trade name,  trademark,  service mark, patent or
copyright and any  application  for any of the foregoing.  "Real Property" means
all real property  included in the Acquired Assets,  including land,  buildings,
improvements  and structures  owned by Seller relating to the Terminal.  "Taxes"
means all taxes, charges, fees, levies or other assessments,  including, without
limitation,  income, gross receipts,  excise, real and personal property, sales,
transfer,  license,  payroll and franchise  taxes,  imposed by any  Governmental
Authority  and  shall  include  any  interest,  penalties  or  additions  to tax
attributable to any of the foregoing.

                  "Terminal"   means  Seller's  3.9  million   barrel   capacity
petroleum  storage  terminal located in Linden,  New Jersey,  including the real
estate upon which it is located, excess land adjacent thereto and related marine
facilities,  as more particularly  described in the documents  entitled "Tankage
Information,  Linden  Facility@,  ADescription  of  Facility@,  and three  Crest
Engineering Associates Inc. surveys, dated A10/15/98@, all of which are attached
hereto as Schedule B.

                  .ECTION 2.Formation of LLC; Contribution of Assets
                  . Immediately prior to the closing of the sale of interests in
the LLC from Seller and AFFCO to Buyer as  contemplated  by  paragraph  3.1 (the
ALLC Interest Closing@), Seller and AFFCO will complete the formation of the LLC
pursuant to and in  accordance  with the  Limited  Liability  Company  Agreement
attached  hereto as Exhibit A, with such  changes  therein as may be approved in
writing by Seller and Buyer. The date and time of completion of the formation of
the LLC and the  transfer  of the  Acquired  Assets is referred to herein as the
AFormation  Closing.@  Seller shall,  with the approval of Buyer (which approval
shall not be  unreasonably  withheld,  conditioned  or  delayed),  file with the
Secretary of State of Delaware all documents necessary to complete the formation
of the LLC  immediately  prior to the LLC Interest  Closing.  In connection with
formation of the LLC, but prior to the LLC  Interest  Closing,  (i) Seller shall
contribute  and transfer,  and deliver  possession  and control of, the Acquired
Assets  to the LLC in  return  for  99,000  LLC  Units  (as  defined  in the LLC
Agreement),  and AFFCO will  contribute  $410,101 to the LLC in return for 1,000
Units.
         2.2  Assumption  of Future  Obligations.  From and after the  Formation
Closing,  the LLC shall assume and  discharge the future  obligations  of Seller
under the Contracts set forth on Schedule 4.10 hereto (the AAssumed  Contracts@)
solely to the extent to be performed after the Formation Closing,  provided that
the LLC  specifically  shall not assume,  or be treated as having  assumed,  any
liabilities  of Seller under such Contracts with respect to any breaches of such
Contracts  occurring on or before the  Formation  Closing or any damage to third
parties  resulting  from acts,  events or  omissions  occurring on or before the
Formation  Closing (the  obligations  assumed  pursuant to this  sentence  being
referred  to herein as the  "Assumed  Obligations").  Except as  provided in the
preceding sentence, and notwithstanding  anything else to the contrary contained
herein,  the LLC is not assuming and shall not be liable for any  Liabilities of
Seller of any nature whatsoever.  Specifically,  without limiting the generality
of the  foregoing,  the LLC is not  assuming  and shall  not be  liable  for any
Liabilities  (i) under  Contracts  which shall not have been assigned to the LLC
pursuant  to this  Agreement;(ii)  by reason of or arising out of any default or
breach by Seller of any  Contract,  for any  penalty  against  Seller  under any
Contract,  or  relating to or arising out of any event which with the passage of
time or after giving of notice, or both, would constitute or give rise to such a
breach,  default or penalty,  whether or not such Contract is being  assigned to
and assumed by the LLC pursuant to this Agreement;  (iii) the existence of which
would  conflict with or constitute a breach of any  representation,  warranty or
agreement of Seller contained herein;  (iv) for fees and disbursements  referred
to in Section 14 hereof; (v) to any shareholder or affiliate of Seller or to any
present or former employee,  officer or director of Seller (or the beneficiaries
and  dependents  of  such  individuals,   as  applicable)   including,   without
limitation,  Liabilities for any bonuses, any termination, vacation or severance
pay related to the  termination  of employees by Seller in  connection  with the
transactions  contemplated  hereby, and Liabilities arising under or pursuant to
any  "employee  benefit  plan," as defined in  Section  3(3) of ERISA,  or other
compensation or benefit  arrangement,  including,  without limitation,  any post
retirement  medical  benefits and any  Liabilities  relating to the group health
plan continuation  coverage requirements of Section 4980B of the Code and Part 6
of Title I of ERISA;  (vi) relating to the execution,  delivery and consummation
of this Agreement and the transactions contemplated hereby,  including,  without
limitation,  any and all Taxes incurred as a result of the sale  contemplated by
this Agreement  except as set forth in Section 17.2  hereof;(vii)  for any Taxes
accrued or incurred prior to the Formation Closing or relating to any period (or
portion of a period)  prior  thereto;  (viii)  relating to or arising out of any
environmental  matter,  including,  without  limitation,  any  violation  of any
Environmental  Law or any other Law  relating to health and safety of the public
or the employees of Seller  relating to the Terminal  which existed prior to the
Formation  Closing;  (ix) relating to, or arising out of,  services  rendered by
Seller,  or the  conduct  or  operation  of the  Terminal,  on or  prior  to the
Formation  Closing;  (x) arising  with  respect to any Actions  (whether  now in
existence or hereafter arising) relating to matters occurring on or prior to the
Formation  Closing;  and  (xi) of  Seller  arising  under  or  pursuant  to this
Agreement.  The LLC shall not assume or be bound by any  Liabilities  of Seller,
except for the Assumed Obligations  expressly assumed by the LLC pursuant to the
first sentence of this paragraph 2.2. Seller hereby agrees to indemnify and hold
the LLC harmless from and against any and all  Liabilities  of Seller other than
the Assumed Obligations,  and the LLC hereby agrees to indemnify and hold Seller
harmless  from and against  any and all  Liabilities  of Seller that  constitute
Assumed  Obligations  assumed by the LLC pursuant to the first  sentence of this
paragraph 2.2. Nothing  contained in this paragraph 2.2 shall relieve or release
Seller from any obligations under covenants,  warranties or agreements contained
this Agreement.

                  2.3      Closing Adjustments.
                  (a)  All   adjustments   customary   in  asset   acquisitions,
including,  without  limitation,  rents,  security deposits,  real estate taxes,
water charges and other taxes and charges related to any Real Property,  and any
tax  certiorari  proceedings  and refunds or  assessments  related  thereto,  if
relating  to  a  period  before  and  after  the  Formation  Closing,  shall  be
apportioned  between Seller and the LLC. All such  adjustments  shall be made at
the time of the Formation  Closing except for those  adjustments  that cannot be
determined as of the Formation Closing.  If such adjustment cannot be determined
as of the Formation  Closing it shall be  determined as promptly as  practicable
following  the end of the period to which it related and paid not later than two
business days after such  determination.  Promptly after the final determination
of all  adjustments,  the  adjustments  shall be netted,  and any net adjustment
amount owing shall be paid in cash by the Seller or the LLC, as the case may be,
to the other.
                  (b) Seller  shall pay to the LLC at the time of the  Formation
Closing the aggregate amount of all prepayments made to or advances  received by
Seller under all Contracts  being assigned to the LLC pursuant to this Agreement
including, but not limited to, all deposits made with respect to such agreements
for services to be rendered after the Formation Closing.
                  (c) The LLC shall  pay to Seller at the time of the  Formation
Closing the aggregate  amount of all  prepayments or advances made by the Seller
under  all  Contracts  assigned  to and  assumed  by the  LLC  pursuant  to this
Agreement,  but  only to the  extent  such  prepayments  or  advances  apply  to
shipments to be made by vendors or received at the Terminal  after the Formation
Closing.

        LLC Interests; and Managing Member Appointment.ests; Consideration for

                  3.1  Purchase and Sale of LLC  Interests.  On the LLC Interest
Closing date, and immediately after completion of the Formation Closing,  Seller
and AFFCO will sell and transfer to Buyer,  and Buyer will  purchase from Seller
and AFFCO, free and clear of any liens or encumbrances of any nature whatsoever,
an aggregate of 50,000 LLC Units in the LLC, which will represent  fifty percent
(50%) of the LLC Units owned by Seller, and fifty percent (50%) of the LLC Units
owned by AFFCO, and which in the aggregate will represent fifty percent (50%) of
all outstanding LLC Units (collectively the APurchased LLC Units@).

                  3.2 Amount of Purchase  Price.  The total  consideration  (the
"Purchase Price") to be paid by Buyer to the Seller and to AFFCO in exchange for
the  Purchased LLC Units shall be  $20,505,051  (the ABase Price@) plus one-half
(1/2) of the  value of the  pipeline  fill  transferred  by Seller to the LLC in
connection with the Formation Closing,  as determined pursuant to the provisions
of Section 11(the ALine Fill Price@).

                  3.3 On the LLC Interest  Closing date, the Buyer shall pay (i)
the Base Price (payable  $20,300,000 to Seller and $205,051 to AFFCO);  and (ii)
Buyer=s  good faith  estimate  of the Line Fill  Price,  each by means of a wire
transfer of  immediately  available  funds to an account  number and  depository
designated  by  Seller  and  AFFCO not less  than  three  days  prior to the LLC
Interest  Closing by notice in writing to Buyer.  As soon as possible  after the
LLC  Interest  Closing,  Seller and Buyer shall  determine  the actual Line Fill
Price.  If the  estimated  Line  Fill  Price  paid by Buyer to Seller on the LLC
Interest Closing date is greater than the actual Line Fill Price,  Seller shall,
within five(5)days after the determination of the actual Line Fill Price, pay to
Buyer in cash the amount of the difference between the estimated Line Fill Price
paid on the LLC  Interest  Closing  date and the actual Line Fill Price.  If the
actual  Line Fill Price is greater  than the  estimated  Line Fill Price paid by
Buyer to Seller on the LLC Interest Closing date,  Buyer shall,  within five (5)
days after  determination  of the actual Line Fill price,  pay to Seller in cash
the amount of the  difference  between the estimated Line Fill Price paid on the
LLC Interest Closing date and the actual Line Fill Price.
         3.4 Tax Elections  Regarding  Step-Up  Basis.  Seller,  Buyer and AFFCO
agree that, in connection with the purchase of the Purchased LLC Units by Buyer,
the LLC shall make any and all elections  necessary or appropriate under any and
all state and federal  taxation  laws to permit Buyer to obtain the benefit of a
step-up in basis of the Acquired Assets,  including elections under Sections 743
and 754 of the Code.
                  ..5  Contemporaneous  with the LLC Interest  Closing,  Seller,
Buyer and AFFCO  shall  take all  actions  necessary  to cause  said  parties to
complete and execute an Amended and Restated Limited Liability Company Agreement
for the LLC in the form attached hereto of Exhibit B (Athe LLC Agreement@).
                  SECTION  4.Representations and Warranties of Seller and AFFCO.
Seller and AFFCO jointly and severally hereby warrant and represent to and agree
with the LLC and Buyer as follows:
                  . (a)Seller is a corporation duly organized,  validly existing
and in good standing  under the laws of the State of New York and has full power
and authority to own, lease and operate its properties and assets and to conduct
its  business  as now  being  conducted.  Seller is duly  qualified  and in good
standing as a foreign corporation  authorized to do business in the State of New
Jersey.
                   (b)      AFFCO is a corporation duly organized,  validly 
existing and in good standing under the laws of the State of New York and has 
full  power  and  authority  to own,  lease and operate  its  properties  and 
assets and to conduct  its  business  as now being
conducted.
                  ..2 The  execution  and  delivery  of this  Agreement  and the
consummation of the transactions  contemplated  hereby have been duly authorized
by the Board of Directors of Seller and AFFCO, and all other corporate action of
Seller  and AFFCO,  including  all  shareholder  approvals,  authorizations  and
ratifications,  necessary  to  authorize  the  execution  and  delivery  of this
Agreement  and the  consummation  of the  transactions  contemplated  hereby and
thereby  have been  taken.  This  Agreement  constitutes  the valid and  binding
obligations of Seller and AFFCO enforceable  against them in accordance with its
terms.  Seller and AFFCO have  received the consent of all lenders,  trustees or
security  holders of Seller or AFFCO and all other  Persons  required for Seller
and  AFFCO to  enter  into and  deliver  this  Agreement  or to  consummate  the
transactions  contemplated  hereby.  Neither the  Articles of  Incorporation  or
By-Laws of Seller or AFFCO or any  Contract to which Seller or AFFCO is bound or
affecting any of its  properties  conflicts  with or restricts the execution and
delivery of this Agreement or the consummation of the transactions  contemplated
hereby.
                  . Annexed  hereto as Schedule 4.3 are copies of the  Financial
Data furnished by Seller to the Buyer.  The Financial Data in each case are true
and complete with respect to each item therein and fairly  present the revenues,
expenses  and  throughput  relating  to the  Terminal  for the  periods  covered
thereby. Since August 31,1998, Seller has conducted its business relating to the
Terminal  in a  consistent  manner  without  any  material  change  of policy or
procedure, and there has been no occurrence of any event or any omissions,  that
has resulted, or could reasonably be expected to result with the passage of time
or the giving of notice or both, in a material  adverse  effect on the Terminal,
the Acquired Assets or the business conducted thereat or therewith.

                4.4 Competing Interests.  Except as disclosed on Schedule 4.4,
to the best  knowledge  of Seller  and its  directors,  neither  Seller  nor its
stockholders,  nor any  Associate  (as  hereinafter  defined)  of  Seller or its
stockholders, nor, any director or officer of Seller:

                  owns, directly or indirectly, any equity interests in, or is a
                      director,  officer or employee of, or  consultant  to, any
                      entity which is a competitor,  supplier or customer of the
                      Terminal  or  the  business  of  Seller  operated  thereat
                      (except  for  ownership,  if any, of less than one percent
                      (1%) by  value  of the  outstanding  capital  stock of any
                      corporation  the  capital  stock of which is  traded  on a
                      nationally recognized securities exchange); or

                  owns,  directly  or  indirectly,  in  whole  or in  part,  any
                      property,  asset or right  which  is  associated  with the
                      Terminal,  the Acquired  Assets or the business  conducted
                      thereat  or   therewith   or  which  Seller  is  presently
                      operating or using in connection  with or the use of which
                      is  necessary  for or  material  to the  operation  of the
                      business  conducted  at the  Terminal or with the Acquired
                      Assets.

For purposes of this Agreement, the term AAssociate@ means:

                  (x)      with respect to an individual:
                           (i) the spouse of the  individual  and all  ancestors
                           and  lineal  descendants  of the  individual  and the
                           spouse,  any  trust in which  the  individual  or any
                           person described in (i) above has an interest or any
                               trustee of such a trust, and
                           (i)  any   business   entity  which  is  directly  or
         indirectly  Controlled by any of the  foregoing;  and with respect to a
         Person other than a natural person, any Person Controlling,  Controlled
         by or under common Control
              with such Person, and any director or officer of such Person.
                  . The records  and books of account of Seller  relating to the
Terminal  have  been  regularly  kept and  maintained  in  conformity  with GAAP
consistently applied.
                  . To Seller's  knowledge,  there are no  Liabilities of Seller
relating  to  or  affecting  the  Terminal  (including,   but  not  limited  to,
Liabilities  for Taxes or  environmental  matters  relating to any prior period)
other than those Liabilities  disclosed or provided for on Schedule 4.6 attached
hereto.
                  . The Seller is the owner of all of the Acquired  Assets,  and
has and will  convey to the LLC good and  insurable  title to all real  property
included  in the  Acquired  Assets  and good and  marketable  title to all other
property  included in the  Acquired  Assets,  in each case free and clear of all
Liens except for the Liens,  if any, set forth on Schedule  4.7(a)  hereto.  The
Seller owns (or has the right to use  pursuant to a valid  lease,  easement,  or
license disclosed on Schedule 4.8 (c)and included in the Acquired Assets) all of
the assets used by it in the  operation of the  Terminal,  or required by Seller
for the normal  operation of the Terminal as such  operation have been conducted
by Seller  during the past 12 months.  The  Acquired  Assets  include all of the
assets real or personal, tangible or intangible, used in, related to or required
for,  the conduct of  operation  of the  Terminal as such  operations  have been
conducted by Seller during the past 12 months,  except for the assets  described
on Schedule 4.7 (b).
                  4.8      Fixed Assets; Real Property; Leased Premises
                  (a)   Schedule  A  hereto  sets  forth  a  true  and  complete
description  of all Real Property that  constitutes,  or is used in or necessary
for the  operation of, the Terminal as it has been operated by Seller during the
past 12 months,  and a true and complete list of the Acquired Assets.  Except as
disclosed  on Schedule  4.8 (a),  each of the  tangible  assets  included in the
Acquired Assets is in good repair and operating condition,  normal wear and tear
excepted, and is currently capable of being used for its intended purpose in the
operation of the Terminal. Except as set forth on Schedule 4.8 (b), there are no
violations  of any Law that  affect or  purport  to affect  any of the  Acquired
Assets or any of the operations thereof.  All water,  utility and other charges,
sewer rent and assessments affecting the Real Property or Leased Premises or any
part thereof, and all Taxes, permit fees or charges imposed against or affecting
the Real  Property or Leased  Premises (to the extent  payable by Seller) or any
part  thereof,  have been paid in full.  Seller has not  received  notice of any
assessments,  or of  the  commencement  of any  proceedings  by  any  agency  or
authority having  jurisdiction  seeking a Ataking@ or condemnation of all or any
part of the Terminal,  and has no knowledge of any such pending  assessments  or
condemnation proceedings, affecting the Real Property or Leased Premises.
                  (b) The Real Property includes,  and there will be transferred
to the LLC at the time of the Formation  Closing,  all of Seller's right,  title
and interest,  if any, in and to all strips,  gores,  easements,  rights of way,
privileges,  appurtenances, land lying in the bed of any street, road or avenue,
whether  opened or proposed or in front of or adjoining the Real Property to the
center line thereof,  any rights arising from damage to the Real Property or any
part  thereof  by  reason of change of grade or  closing  of any  street,  road,
highway  or  avenue,   underwater  rights  and  rights  of  way,  beach,  marine
facilities,  navigation  markers  and all rights  belonging  and  inuring to the
benefit of the Real Property. Except as set forth on the surveys attached hereto
in Exhibit B or as on Schedules  4.7(a) or 4.8(c) the  buildings,  driveways and
all other  structures  and  improvements  upon the Real  Property are within the
boundary  lines  thereof  and do not  encroach  upon the  property  of any other
Persons.  All Real  Property  shall be conveyed to the LLC by a Bargain and Sale
Deed with Covenant  against  Grantor=s Acts,  subject only to the Liens, if any,
set forth on Schedule 4.7 (a) attached hereto.
                  (c) Schedule  4.8 (c) sets forth a true and  complete  list of
each lease of  premises,  easement,  license  or  right-of-way,  executed  by or
binding upon Seller  relating to the Terminal as lessee,  sub-lessee,  licensee,
tenant or assignee  (the "Leased  Premises")  setting forth in each case a brief
description of the type of agreement, the rental payable thereunder and the term
(including any extensions available) thereunder. Except as set forth on Schedule
4.8(c),  each such lease is in full force and effect on the date hereof  without
any default or breach  thereof by Seller or any other party  thereto.  Except as
set forth on Schedule  4.8(c),  no consent of any landlord or any other party is
required  under any such lease in order to assign each such lease to the LLC (or
its  designee)  and to keep  such  lease in full  force  and  effect  after  the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby.  True  and  complete  copies  of all  leases
required to be listed on Schedule  4.8(c),  including all  amendments,  addenda,
waivers  and  all  other  binding   documents   affecting  the  tenant's  rights
thereunder, have heretofore been delivered to the Buyer.
                  (d) Except as set forth on Schedule  4.8(d)  attached  hereto,
within the past five  years  Seller  has not  received  any notice of or writing
referring to any requirements or  recommendations by any insurance company which
was issued a policy covering any part of any Real Property or Leased Premises or
by any board of fire  underwriters or other body exercising  similar  functions,
requiring or recommending any repairs or work to be done on any part of any Real
Property  or Leased  Premises.  All of the  public  utilities  required  for the
operation  of the Real  Property  or Leased  Premises  in the  manner  currently
operated are  installed  and  operating,  and all  installation  and  connection
charges have been paid in full or provided for. To the best knowledge of Seller,
except as disclosed by Seller to Buyer or that could reasonably be determined by
the  Buyer in the  course  of its site  inspections  or due  diligence,  (i) the
plumbing,  electrical,  heating,  air  conditioning,  ventilating  and all other
structural  or  material  mechanical  systems  in the  buildings  upon  the Real
Property and Leased  Premises or relating to tanks,  pipelines,  gauges,  pumps,
diesel  engines and other  equipment are in reasonable  operating  condition and
repair, normal wear and tear excepted, and are adequate for the operation of the
Terminal as heretofore conducted and (ii) the roof, basement,  tanks, platforms,
shore line  structures,  piers and foundation walls of the buildings of the Real
Property  and Leased  Premises are free of leaks and other  defects  which would
interfere with the operations of each such Real Property or Leased Premises.
         (e) The rights of Seller to  operate  and  maintain  the  Terminal  are
subject to the permits, licenses and plans listed on Schedule 4.8(e)hereto.
                  . Seller does not use any Proprietary Rights in the conduct of
the Terminal. No claim has been asserted or, to Seller's knowledge,  threatened,
by any Person with respect to the ownership, validity, license or use of, or any
infringement  resulting from, any alleged use of Proprietary Rights by Seller at
the Terminal.
                  ..10  Except  for  (a)  the  leases   described   in  Schedule
4.8(c)hereto,  and (b) as set forth on  Schedule  4.10  hereto,  Seller is not a
party to,  or  subject  to or bound  by,  (and no  offers  are  outstanding  the
acceptance of which would result in a Contract  binding upon Seller with respect
to the Terminal or the Acquired  Assets) any of the following which relate to or
affect  the  Terminal  or the  Acquired  Assets:  any (i) lease;  (ii)  royalty,
distribution,  agency,  territorial  or license  agreement  (iii)  Contract (for
employment or otherwise) with any officer, employee, director or shareholder (or
any affiliate of any such officer,  employee,  director or  shareholder)  or any
professional person or firm,  consultant,  independent contractor or advertising
firm or agency; (iv) Contract or collective  bargaining agreement with any labor
union or representative of employees;  (v) Contract  guaranteeing the payment or
performance  of the  obligations  of others;  (vi)  Contract  pursuant  to which
indebtedness may be incurred;  (vii) Contract  limiting the freedom of Seller to
engage in any line of business or to compete  with any Person;  (viii)  Contract
not  entered  into in the  ordinary  course of business  of the  Terminal;  (ix)
Contract which may have, or which if canceled,  modified or not  transferred may
have, a potential  adverse  impact on the business or operations of the Terminal
or the Acquired Assets; (x) shareholders' agreement,  joint venture agreement or
other Contract with respect to the operation or management of the Terminal; (xi)
Contract that places any limits or restrictions on the Acquired Assets; or (xii)
Contract that involves payments by or to Seller at a rate of $10,000 or more per
annum.  Schedule  4.10 hereto  contains a true and complete  description  of the
terms and conditions of each contract which is not in writing to which Seller is
a party or to which it is subject or by which it is bound that involves payments
by or to Seller at an  annualized  rate of  $10,000 or more.  True and  complete
copies of all written Contracts (and all amendments  thereto) listed on Schedule
4.10 have heretofore been delivered by Seller to the Buyer.  Except as set forth
on  Schedule  4.10,  no  Contract  to which  Seller is a party or to which it is
subject or by which it is bound  relating to or  affecting  the  Terminal or the
Acquired  Assets  requires  the  consent  of any  other  Person by reason of the
execution and delivery of this Agreement or the consummation of the transactions
contemplated  hereby.  To Seller's  knowledge,  each of the  Contracts  to which
Seller is a party or to which it is subject or by which it is bound  relating to
or affecting the Terminal or the Acquired Assets (including, without limitation,
those set forth on Schedule 4.10 hereto) is a valid and  subsisting  Contract of
all of the parties thereto in full force and effect without modification. Seller
has  performed  all  obligations  required to be  performed  by it and is not in
default  under any  Contract to which it is a party or to which it is subject or
by which it is bound  relating to or  affecting  the  Terminal  or the  Acquired
Assets, and no event has occurred thereunder which, with or without the lapse of
time or the  giving  of  notice,  or both,  would  constitute  a  default  by it
thereunder.  Except as set forth on Schedule 4.10, to the Seller's knowledge, no
other party is in default under any such Contract.  Except for matters which are
publicly  available,  or have  been  disclosed  by  Seller  to the Buyer in this
Agreement or the Schedules annexed hereto.  Seller has no knowledge of any facts
or conditions  relating to the Contracts  which may result in or have a material
adverse effect on or relate to the Terminal.
                  ..11 There are no labor strikes,  disputes,  slow downs,  work
stoppages  or other  labor  troubles  or  grievances  pending  or,  to  Seller's
knowledge,  threatened  against or involving Seller relating to or affecting the
Terminal. No unfair labor practice complaint before the National Labor Relations
Board,  no  discharge  or  grievance  before  the Equal  Employment  Opportunity
Commission  and no  complaint,  charge or  grievance  of any  nature  before any
similar  or  comparable  state or local  agency,  in any  case  relating  to the
Terminal  or the  conduct of the  business  at the  Terminal  is pending  or, to
Seller's  knowledge,  threatened.  Seller has not  received  notice,  and has no
knowledge,  of the  intent of any  Governmental  Authority  responsible  for the
enforcement  of labor or  employment  laws to conduct  any  investigation  of or
relating to the Terminal.
                  ..12  Except  as set  forth on  Schedule  4.12,  there  are no
actions,  orders or decrees  (whether  or not  purportedly  on behalf of Seller)
pending or, to the  knowledge of Seller,  threatened  against or  affecting  the
Terminal or the Acquired Assets or the business  conducted thereat or therewith.
Seller is not in default with  respect to any order,  writ,  agreement,  permit,
permission,  injunction or decree of any Governmental  Authority  relating to or
affecting the Terminal or the Acquired Assets or the business  conducted thereat
or therewith.

                  .ompliance With Law; Permits and Licenses
                  (a) Except as set forth on Schedule 4.13,  Seller has complied
and is in compliance in all material  respects with all Laws of any Governmental
Authority  applicable  to the  Terminal or the  Acquired  Assets or the business
conducted thereat or therewith.
                  (b) Except as set forth on Schedule 4.13, Seller holds all the
permits,  permissions,  licenses  and  franchises  which  are  necessary  for or
material to its current  ownership,  use, occupancy or operation of the Acquired
Assets  or  the  conduct  of  the  business  at  the  Terminal,  which  permits,
permissions,  licenses and franchises  are listed on Schedule  4.8(e) hereto and
which are assignable without any consents,  except as set forth on such Schedule
4.8(e).  To the best of Seller=s  knowledge,  all of such permits,  permissions,
licenses and franchises,  if any, are in full force and effect and the Seller is
not in default of any conditions or requirements thereto or therefor.
                  . From and after August 31, 1998,  Seller has not (i) incurred
any  Liability  relating to the  Terminal,  except  current  liabilities  in the
ordinary  course of business and Liabilities  incurred under  Contracts  entered
into in the ordinary  course of business;  (ii) sold or  transferred  any assets
relating to the Terminal; (iii) except in the ordinary course of business and in
accordance  with  normal  policy of  performance  review and  salary  increases,
increased the compensation payable to any of the Terminal's employees, directors
or  officers  or  increased  the  aggregate  payment of any fees or granted  any
bonuses;  or (iv) entered  into any  transaction  relating to or  affecting  the
Terminal  not in the  ordinary  course of business or agreed  (whether or not in
writing) to do any of the foregoing.
           On the LLC  Interest  Closing  date there will be no bonuses,  profit
sharing, incentives,  commissions or other compensation of any kind with respect
to work done prior to the LLC Interest  Closing due to or expected by present or
former  employees of Seller  relating to the Terminal for which Buyer or the LLC
would be liable.  Schedule 4.15 sets forth a true and complete list of the names
of each  employee of Seller  utilized in  connection  with the  operation of the
Terminal,  and Seller has delivered to Buyer a true and correct  Schedule of the
current annual compensation of each such employee.
         . Except as set forth on such Schedule  4.16,  Seller does not have any
commitments for capital expenditures relating to the Terminal.
         ..17     Environmental Protection
                  (a) Except as set forth on Schedule 4.17 attached  hereto,  to
the best  knowledge  of  Seller,  Seller has  obtained  all  permits,  licenses,
permissions,  consents, certificates and other authorizations which are required
with respect to its operation of the Terminal under any  Environmental  Laws and
all such  permits,  licenses,  permissions,  consents,  certificates  and  other
authorizations  are listed on  Schedule  4.8(e)  hereto.  Except as set forth on
Schedule  4.17  attached  hereto,  to the best  knowledge of Seller,  Seller has
complied in all material  respects  with all  Environmental  Laws relating to or
affecting the Terminal.
                  (b) Except as set forth on Schedule 4.17 attached  hereto,  to
the best knowledge of Seller,  Seller is in compliance in all material  respects
with  all  the  terms  of  all  permits,  licenses,  permissions,  consents  and
authorizations  required  by  any  Environmental  Laws,  and  is in  substantial
compliance  with  all  other  material  limitations,  restrictions,  conditions,
standards,  prohibitions,  requirements,  obligations,  schedules and timetables
contained in any Environmental Laws or contained in any regulation,  code, plan,
order, decree, judgment,  injunction, notice or demand letter issued, entered or
approved  thereunder.  Except as set forth on Schedule 4.17 attached hereto,  to
the best  knowledge of Seller,  all business  conducted at the Terminal prior to
the date  hereof  is or was in  compliance  in all  material  respects  with all
Environmental Laws applicable thereto. To the best of Seller's knowledge, Seller
has  delivered  to the  Buyer  true and  complete  copies  of all  environmental
studies,  audits,  assessments and reports  available to Seller made in the last
ten years by or known by Seller relating to the Terminal or Assets.
                  (c)  Except as set forth on  Schedule  4.17  attached  hereto,
there is no pending or, to Seller's  knowledge,  threatened  civil,  criminal or
administrative   Action,   demand,   claim,   hearing,   notice  of   violation,
investigation,  proceeding, notice or demand letter that in any material respect
affects or applies to the  Terminal,  its  business or assets,  the  services it
provided  or  past  practices  at  the  Terminal  relating  in  any  way  to any
Environmental  Laws or any regulation,  code,  plan,  order,  decree,  judgment,
injunction, notice or demand letter issued, entered or approved thereunder.
                  (d) Except as set forth on  Schedules  4.12 and 4.17  attached
hereto,  to the best  knowledge  of  Seller  there  are and have been no past or
present (or, to the  knowledge  of Seller,  and not  otherwise  disclosed to the
Buyer during its due diligence or, based on  information  publicly  available to
the Buyer,  anticipated)  events of  disposal,  spill or  release  of  hazardous
substances or wastes, arising out of the use of the Terminal which may interfere
with  or  prevent  compliance  or  continued   compliance  by  Seller  with  any
Environmental Laws or with any regulation,  code, plan, order, decree, judgment,
injunction,  notice or demand letter issued, entered or approved thereunder,  or
which may give rise to any common law or legal liability,  or otherwise form the
basis of any  claim,  action,  demand,  suit,  proceeding,  hearing,  notice  of
violation,  study or  investigation,  based on or  related  to the  manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling,  or the emission,  discharge,  release or threatened  release into the
environment,  of any  petroleum  product,  pollutant,  contaminant,  chemical or
industrial, toxic or hazardous substance or waste.
         ..18     Employee Benefits
                  (a) The reporting and disclosure requirements of ERISA and the
Code,  as  applicable,   and  the  group  health  plan   continuation   coverage
requirements  of Section 4980B of the Code and Part 6 of Title I or ERISA,  with
respect to the employees of Seller have been fulfilled in all material respects.
                  (b)  Seller  contributes  to the  United  Service  Workers  of
America Security Fund which is a  "multiemployer  plan," as such term is defined
in Section 3(37) of ERISA covering employees at the Terminal.  The terms of such
contribution  are set out in Article 15 of the collective  bargaining  agreement
set forth on Schedule 4.10.
         .  Except  as  set  forth  on  Schedule  4.8(e)  attached  hereto,   no
governmental  authorization,  approval,  order, license,  permit,  franchise, or
consent  and no  notice,  registration,  declaration  or filing by Seller or any
shareholder of Seller with any Governmental  Authority is required in connection
with the execution and delivery of this  Agreement and the  consummation  of the
transactions contemplated hereby.
         . No  representation or warranty by Seller contained in this Agreement,
and no  statement  contained  in any  Schedule,  Exhibit,  certificate  or other
instrument  furnished  to Buyer  under or in  connection  with  this  Agreement,
contains  any  untrue  statement  of any  material  fact,  or omits to state any
material  fact  necessary in order to make the  statements  contained  herein or
therein not misleading.
         4.21  Purchased LLC  Interests.  Immediately  prior to the LLC Interest
Closing,  Seller and AFFCO will own all right,  title and interest in and to the
Purchased LLC Units,  free and clear of any liens or  encumbrances of any nature
whatsoever, and the consummation of the sale of the Purchased LLC Units to Buyer
as contemplated  hereby will transfer to Buyer good and marketable  title to the
Purchased  LLC  Interests,  free and clear of any liens or  encumbrances  of any
nature  whatsoever.  The  Purchased  LLC Units,  at the time of the LLC Interest
Closing,  will represent fifty percent (50%) of the interest in the LLC owned by
each of Seller and AFFCO and in the aggregate wi11 represent fifty percent (50%)
of all outstanding LLC Units.  As of the time of the LLC Interest  Closing,  the
organizational  and  governing  documents  of the  LLC  will  consist  of only a
Certificate  of  Limited  Liability  Company(in  a  form,  and  containing  such
provisions, as is approved by Buyer) and the Limited Liability Company Agreement
as set forth in Exhibit A, with such changes  therein as may have been  approved
in  writing  by the Seller  and  Buyer.  Immediately  prior to the LLC  Interest
Closing, the total outstanding LLC Units will be 100,000 with 99,000 being owned
by  Seller  and 1,000  being  owned by  AFFCO.  At the time of the LLC  Interest
Closing,  there  will not exist any  rights of any  Person  other  than Buyer to
acquire any interest in the LLC (whether  from the LLC or any existing  owner of
the LLC), and the LLC will not have (i) any obligation to purchase or redeem any
interest in the LLC, or (ii) any  obligation  or  liability  of any nature other
than the Assumed  Obligations,  its  obligations  under this  Agreement  and its
obligations  under the LLC Agreement.  Prior to the Formation  Closing,  the LLC
will not have  conducted  any business or  operations or taken any actions other
than as necessary to consummate its organization under Delaware law.
 
        SECTION 5.  Representations and Warranties of the Buyer.

            5.1   Representations   and  Warranties  of  the  Buyer.  The  Buyer
                  warrants and  represents to and agrees with Seller as follows:
                  . The Buyer is a limited  partnership duly organized,  validly
                  existing and in good  standing  under the laws of Delaware.  .
                  The  execution   and  delivery  of  this   Agreement  and  the
                  consummation of the transactions contemplated hereby have been
                  duly  authorized  by  the  general  partner  of the  Buyer  in
                  accordance  with  its  partnership  agreement,  and all  other
                  action of the Buyer,  including all approvals,  authorizations
                  and  ratifications,  necessary to authorize  the execution and
                  delivery  of  this  Agreement  and  the  consummation  of  the
                  transactions   contemplated   hereby  have  been  taken.  This
                  Agreement  constitutes  a  binding  obligation  of the  Buyer,
                  enforceable against the Buyer in accordance with its terms. No
                  consents  of any  lender,  trustee or  security  holder of the
                  Buyer or any other  Person is required  for the Buyer to enter
                  into  and  deliver  this   Agreement  and  to  consummate  the
                  transactions  contemplated  hereby.  .ECTION 6.  Condition  of
                  Acquired  Assets and Buyer=s Due Diligence 6.1 @As Is@. Except
                  as may be  otherwise  set  forth  in the  representations  and
                  warranties  contained in Section 4 above,  the Acquired Assets
                  are being contributed and transferred by Seller to the LLC Aas
                  is@,  at the  date of this  Agreement,  and in  their  present
                  physical  condition  subject  only  to  natural  deterioration
                  between  the  date  hereof  and the  Formation  Closing.  This
                  Agreement,  as  written,  contains  all  of the  terms  of the
                  agreement  entered  into  between  the  parties as of the date
                  hereof,  and  Buyer  acknowledges  that  Seller  has  made  no
                  representations,  and held out no  inducements to Buyer or the
                  LLC, other than those herein specifically expressed. Except as
                  specifically  stated  herein,  the Buyer has not relied on any
                  statements,  representations  or warranties of Seller,  either
                  express or  implied.  The Seller is not liable or bound in any
                  manner by any verbal or written  statements  pertaining to the
                  Acquired Assets or the operation, expense, condition or income
                  of the Terminal,  unless the same are  specifically  set forth
                  herein.  Except for those  representations  and  warranties of
                  Seller  which  are set  forth  in  this  Agreement,  Buyer  is
                  entering  into  this  Agreement  based  solely  upon  its  own
                  investigation  and  inspection  and not upon any  information,
                  data, statements or representations, written or oral as to the
                  physical  condition,  state of repair, use, cost of operation,
                  or any  other  matter  related  to the  Acquired  Assets.  6.2
                  Conduct of Business.  From the date of this Agreement  through
                  the LLC Interest  Closing date,  Seller shall, and shall cause
                  the  LLC  to,  conduct  the  operations  and  business  of the
                  Terminal in the ordinary course consistent with the operations
                  and  business  of the  Terminal  as it has been  conducted  by
                  Seller during the past 12 months. 6.3 Access. From the date of
                  this Agreement  through the LLC Interest Closing date,  Seller
                  shall provide Buyer and its representatives  full and complete
                  access to the Acquired Assets,  the Terminal and its books and
                  records related thereto,  at all reasonable times.  SECTION 7.
                  Conditions of Buyers' Obligations to Close. The obligations of
                  Buyer  under this  Agreement  are, at the option of the Buyer,
                  subject to the  conditions set forth below,  which  conditions
                  may be waived by the Buyer without releasing or waiving any of
                  its rights  hereunder.  7.1 Agreements and  Conditions.  On or
                  before the LLC Interest  Closing,  Seller and AFFCO shall have
                  effected  the  Formation  Closing  and the other  transactions
                  contemplated by Section 2.1 of this Agreement,  and shall have
                  complied  in  all  material   respects  with  all   covenants,
                  obligations  and  agreements  required by this Agreement to be
                  performed  or complied  with by Seller or AFFCO prior to or at
                  the LLC Interest Closing.  7.2 Accuracy of Representations and
                  Warranties.  Each of the representations and warranties of the
                  Seller  and  AFFCO  contained  in  this  Agreement  and in any
                  certificate  delivered  to the  Buyer  or to the LLC  pursuant
                  hereto shall be true and correct in all  material  respects on
                  and as of the LLC  Interest  Closing,  with the same force and
                  effect as though made on and as of the LLC Interest Closing(or
                  on  the  date  to  which  it  relates,  in  the  case  of  any
                  representation  or warranty which  specifically  relates to an
                  earlier  date).  7.3  Governmental  Approvals;  Consents.  All
                  consents,  permits,  approvals,  licenses  or orders  from any
                  Governmental  Authority  or other third  party  required to be
                  obtained  for  the  lawful  consummation  of the  transactions
                  contemplated  by this  Agreement  (and  each  other  agreement
                  delivered  or to be delivered in  connection  herewith)  shall
                  have been obtained (including,  without limitation,  those set
                  forth  on  Schedules  4.13 and  4.19).  7.4  Material  Adverse
                  Change. From the date of the Financial Data to the date of the
                  LLC Interest Closing,  neither Seller nor AFFCO shall not have
                  suffered any change which has or could have a material adverse
                  effect on (i) the results of operations, business or prospects
                  of the  Terminal,  (ii) the  ability of the Seller or AFFCO to
                  consummate the transactions contemplated by this Agreement, or
                  (iii) the  ability  of the LLC to  conduct  its  business  and
                  operate   the   Terminal   after  the   consummation   of  the
                  transactions contemplated by this Agreement. 7.5 No Actions or
                  Proceedings.  There shall not have been any action  taken,  or
                  any statute,  rule,  regulation,  decree,  judgment,  order or
                  injunction proposed,  promulgated,  enacted, issued or entered
                  by any Governmental Authority or judicial authority, and there
                  shall be no action,  suit or proceeding  pending or threatened
                  which, in the Buyer's reasonable  judgment,  (i) makes, or may
                  make, this Agreement (and each other agreement delivered or to
                  be   delivered   in   connection   herewith)  or  any  of  the
                  transactions   contemplated   hereby  or  thereby  illegal  or
                  imposes,  or may  impose,  material  damages or  penalties  in
                  connection  therewith,  (ii)  imposes,  or may  result  in the
                  imposition  of,  material  limitations  on the  ability of the
                  Buyer  effectively to exercise full rights of ownership of the
                  Purchased  LLC Units or makes the  holding by the Buyer of the
                  Purchased  LLC Units  illegal  or  subject  to any  materially
                  burdensome  requirement or condition,  (iii)  imposes,  or may
                  result  in the  imposition  of,  material  limitations  on the
                  ability of the LLC  effectively  to  exercise  full  rights of
                  ownership over the Acquired Assets or makes the holding by the
                  LLC of any of the  Acquired  Assets  illegal or subject to any
                  materially burdensome requirement or condition,(iv)  requires,
                  or may require, the Buyer or any of its affiliates to cease or
                  refrain from engaging in any material  business,(v)  otherwise
                  prohibits,   restricts  or  delays  the  consummation  of  the
                  transactions  contemplated  by this  Agreement (and each other
                  agreement   delivered  or  to  be   delivered  in   connection
                  herewith),  (vi) increases,  or may increase,  in any material
                  respect the  liabilities  or  obligations of the Buyer arising
                  out of this Agreement (and each other  agreement  delivered or
                  to be  delivered in  connection  herewith) or any of the other
                  transactions contemplated hereby and thereby, or (vii)impairs,
                  or may impair,  the contemplated  benefits to the Buyer of any
                  of the  transactions  contemplated by this Agreement (and each
                  other  agreement  delivered or to be  delivered in  connection
                  herewith).  7.6 Bring-down  Certificate.  The Buyer shall have
                  received a certificate from each of Seller and AFFCO, executed
                  by an  executive  officer  of the each of Seller and AFFCO and
                  dated the date of the LLC Interest  Closing,  satisfactory  in
                  form and substance to the Buyer and its counsel, certifying as
                  to the  satisfaction  by such  parties of the  conditions  set
                  forth  in  Sections  7.1 and 7.2  hereof.  7.7  Good  Standing
                  Certificates.  The  Buyer  shall  have  received  certificates
                  issued by the appropriate Governmental Authorities evidencing,
                  as of a recent date,  the  existence  and good standing of (i)
                  each  of  the  Seller  and  AFFCO  in  its   jurisdiction   of
                  incorporation   and  in  the  jurisdictions  in  which  it  is
                  qualified to do business, and (ii) the LLC in its jurisdiction
                  of formation and in the jurisdictions in which it is qualified
                  to do business.  7.8 Certified  Charter  Documents.  The Buyer
                  shall  have  received  a copy of the  Certificate  of  Limited
                  Liability  Company of the LLC,  certified  by the  appropriate
                  Governmental  Authorities.  7.9  Matters  Satisfactory  to the
                  Buyer's  Counsel.  All  actions,  proceedings,   opinions  and
                  ancillary documents required or incidental to the consummation
                  of the  transactions  contemplated by this Agreement (and each
                  other  agreement  delivered or to be  delivered in  connection
                  herewith),  and all legal matters  related  thereto,  shall be
                  reasonably  satisfactory  to counsel  for the Buyer.  7.10 Due
                  Diligence.  All due diligence (financial,  legal or otherwise)
                  reviews of the Seller,  the Terminal,  the Acquired Assets and
                  the LLC shall have been completed and shall be satisfactory to
                  the  Buyer  and  its  counsel.   7.11  Corporate  Action.  All
                  corporate or other  actions  necessary  to  authorize  (i) the
                  execution,  delivery and performance by each of the Seller and
                  AFFCO of this Agreement (and each other agreement delivered or
                  to  be  delivered  in   connection   herewith)  and  (ii)  the
                  consummation  of  the  transactions  contemplated  hereby  and
                  thereby,  shall have been duly and validly taken by the Seller
                  and AFFCO respectively, and shall be in full force and effect.
                  7.12  Secretary's  Certificate.  The Buyer shall have received
                  from the  Seller  and  AFFCO a  certificate,  executed  by the
                  Secretary  or an  Assistant  Secretary of the Seller and AFFCO
                  and dated the date of the LLC Interest  Closing,  with respect
                  to the accuracy and completeness of the resolutions adopted by
                  the Board of  Directors  of the Seller  and AFFCO  authorizing
                  this  Agreement(and  each other  agreement  delivered or to be
                  delivered in connection  herewith) and the consummation of the
                  transactions  contemplated  hereby  and  thereby.  7.13  Title
                  Reports.  Prior to the date of the LLC Interest  Closing,  the
                  LLC shall have obtained,  at the LLC=s  expense,  a commitment
                  for an  owner's  policy  of  title  insurance  for each of the
                  parcels of land  comprising  the Real  Property,  in which the
                  title insurance company issuing said commitment shall agree to
                  insure,  without extra premium, title to such Real Property by
                  a  standard  ALTA  Form  with  such  endorsements  as  may  be
                  reasonably  acceptable  to  the  Buyer,   including,   without
                  limitation,  easements  and  appurtenances  thereto,  free and
                  clear of all leases, tenancies,  rights or claims of occupancy
                  by others, Contracts,  mortgages, Liens and other evidences of
                  indebtedness,  except  as set  forth  on  Schedule  4.7 (a) or
                  approved  by the Buyer and  except for liens for taxes not due
                  and  payable  on the  Closing  Date.  Within  ten (10) days of
                  receipt of final  title  reports  and surveys for all the real
                  property,  the Buyer shall notify  Seller of any matters which
                  render the title to any Real  Property  unsatisfactory  to the
                  Buyer. 7.14 FIRPTA  Affidavit.  Buyer shall have received from
                  Seller all  necessary  certificates  and  notices  pursuant to
                  Section  1445 of the Code to the effect  that  Seller is not a
                  foreign  corporation or a "United States Real Property Holding
                  Corporation." 7.15 Antitrust  Improvements Act. If applicable,
                  the thirty day  waiting  period  required by the HSR Act shall
                  have  expired or been  terminated  without a request  from any
                  appropriate governmental agency for additional information or,
                  if additional  information has been requested,  the twenty day
                  extended  waiting period shall have expired and no party shall
                  have received any notice from the Federal Trade  Commission or
                  the Department of Justice that the  transactions  contemplated
                  by this  Agreement  violate  Section  5 of the  Federal  Trade
                  Commission   Act  or  Section  7  of  the  Clayton  Act.  7.16
                  Deliveries. Buyer and the LLC shall have respectively received
                  the  deliveries  to be made by Seller  and AFFCO  pursuant  to
                  Sections  9,  10.8 and  10.9.  All  consents  shall  have been
                  obtained  and  the  LLC  shall  have   received  all  permits,
                  permissions,  licenses, approvals and authorizations necessary
                  to enable it to own and  operate  the  Acquired  Assets.  7.17
                  Product Storage  Agreement.  Buyer and the LLC have received a
                  duly executed Product Storage  Agreement  substantially in the
                  form set out in Schedule 8.8 providing  Seller with tankage at
                  the Linden  Terminal.  7.18 LLC  Agreement.  Buyer  shall have
                  received an LLC  Agreement  duly  executed  and  delivered  by
                  Seller  and  AFFCO.  SECTION  8.  Conditions  of the  Seller's
                  Obligations  to Close.  The  obligations  of Seller under this
                  Agreement  are,  at  the  option  of  Seller,  subject  to the
                  following express  conditions,  which conditions may be waived
                  by Seller  without  releasing  or  waiving  any of its  rights
                  hereunder. 8.1 Agreements and Conditions. On or before the LLC
                  Interest  Closing,  Buyer shall have  complied in all material
                  respects  with  all  covenants,   obligations  and  agreements
                  required by this Agreement to be performed or complied with by
                  Buyer prior to or at the LLC Interest Closing. 8.2 Accuracy of
                  Representations  and Warranties.  Each of the  representations
                  and warranties of the Buyer contained in this Agreement and in
                  any certificate  delivered to the Seller pursuant hereto shall
                  be true and correct in all material  respects on and as of the
                  date of the LLC  Interest  Closing,  with the same  force  and
                  effect  as  though  made  on  and as of the  date  of the  LLC
                  Interest  Closing (or on the date to which it relates,  in the
                  case of any  representation  or  warranty  which  specifically
                  relates  to an  earlier  date).  8.3  Governmental  Approvals;
                  Consents. All consents, permits, approvals, licenses or orders
                  from any Governmental  Authority or other third party required
                  to be obtained for the lawful consummation of the transactions
                  contemplated  by this  Agreement  (and  each  other  agreement
                  delivered  or to be delivered in  connection  herewith)  shall
                  have been obtained. 8.4 No Actions or Proceedings. There shall
                  not  have  been  any  action  taken,  or  any  statute,  rule,
                  regulation,  decree,  judgment,  order or injunction proposed,
                  promulgated,  enacted,  issued or entered by any  Governmental
                  Authority or judicial authority, and there shall be no action,
                  suit  or  proceeding  pending  or  threatened  which,  in  the
                  reasonable  judgment  of the Seller,  (i) makes,  or may make,
                  this  Agreement (and each other  agreement  delivered or to be
                  delivered in connection  herewith) or any of the  transactions
                  contemplated  hereby or  thereby  illegal or  imposes,  or may
                  impose,   material   damages  or   penalties   in   connection
                  therewith,(ii)  otherwise  prohibits,  restricts or delays the
                  consummation   of  the   transactions   contemplated  by  this
                  Agreement  (and  each  other  agreement  delivered  or  to  be
                  delivered  in  connection  herewith),(iii)  increases,  or may
                  increase,   in  any  material   respect  the   liabilities  or
                  obligations  of such party arising out of this  Agreement (and
                  each  other   agreement   delivered  or  to  be  delivered  in
                  connection   herewith)  or  any  of  the  other   transactions
                  contemplated  hereby  and  thereby,  or (iv)  impairs,  or may
                  impair, the contemplated  benefits to the Seller of any of the
                  transactions  contemplated  by this  Agreement (and each other
                  agreement   delivered  or  to  be   delivered  in   connection
                  herewith). 8.5 General Partner's Certificate. The Seller shall
                  have  received from the Buyer a  certificate,  executed by its
                  general  partner  and  dated  the  date  of the  LLC  Interest
                  Closing,  satisfactory in form and substance to the Seller and
                  its  counsel,   certifying  as  to  the  satisfaction  of  the
                  conditions  set  forth in  Sections  8.1 and 8.2  hereof.  8.6
                  General  Partner's  Certificate of  Authorization.  The Seller
                  shall have received from the Buyer a certificate,  executed by
                  the  general  partner of the Buyer,  dated the date of the LLC
                  Interest   Closing,   with   respect  to  the   accuracy   and
                  completeness of the resolutions adopted by the general partner
                  of Buyer  authorizing this Agreement (and each other agreement
                  delivered or to be delivered in  connection  herewith) and the
                  consummation  of  the  transactions  contemplated  hereby  and
                  thereby.  8.7 Antitrust  Improvements Act. If applicable,  the
                  thirty day waiting  period  required by the HSR Act shall have
                  expired  or  been  terminated   without  a  request  from  any
                  appropriate governmental agency for additional information or,
                  if additional  information has been requested,  the twenty day
                  extended  waiting period shall have expired and no party shall
                  have received any notice from the Federal Trade  Commission or
                  the Department of Justice that the  transactions  contemplated
                  by this  Agreement  violate  Section  5 of the  Federal  Trade
                  Commission  Act or Section 7 of the Clayton  Act.  8.8 Product
                  Storage Agreement.  Seller shall have received a duly executed
                  Product Storage Agreement substantially in the form set out in
                  Schedule  8.8  providing  Seller  with  tankage  at the Linden
                  Terminal.  8.9  Deliveries.  Seller  shall have  received  the
                  deliveries to be made by Buyers  pursuant to Sections 10.1 and
                  ---------- 10.2 of this Agreement. 8.10 LLC Agreement.  Seller
                  shall  have  received  an  LLC  Agreement  duly  executed  and
                  delivered by Buyer.  . Seller agrees at the Formation  Closing
                  to deliver to the LLC and Buyer as appropriate, the following:
                  . All conveyances,  covenants, warranties, deeds, assignments,
                  bills of sale, confirmations,  powers of attorney,  approvals,
                  consents  and  any  and  all  further  instruments  as  may be
                  necessary,  expedient  or proper in order to complete  any and
                  all conveyances, transfers and assignments provided for herein
                  and to convey to the LLC such title to the Acquired  Assets as
                  Seller  is  obligated  hereunder  to convey  as  described  in
                  Sections  4.7 and 4.8. . All Consents  required in  connection
                  with the  execution  and  delivery of this  Agreement  and the
                  consummation of the transactions  contemplated  hereby. . Good
                  Standing Certificates, dated as of a recent date, from (i) the
                  Secretary  of State of the State of New York,  showing  Seller
                  and AFFCO to be in existenance  and good standing in New York,
                  Seller's and AFFCO=s  jurisdiction of  incorporation  and (ii)
                  from  the  Secretary  of State  of the  State  of New  Jersey,
                  showing  Seller to be  authorized  to conduct  business in New
                  Jersey.  . A  certificate  of the  Secretary  or an  Assistant
                  Secretary of each of Seller and AFFCO,  in form and  substance
                  reasonably  satisfactory  to the Buyer and the  Buyer's  title
                  insurer,  setting forth a copy of the  resolutions  adopted by
                  the Board of  Directors  of Seller and AFFCO  authorizing  and
                  approving the execution and delivery of this Agreement and the
                  consummation  of  the  transactions   contemplated  hereby.  .
                  Possession  of  the  Acquired  Assets,  including  all  books,
                  records,   Contracts  and  other  documents  relating  to  the
                  Acquired Assets,  required to be delivered  hereunder.  . Such
                  other  documents or  instruments  as Buyer or the LLC or their
                  counsel may  reasonably  request.  .ECTION 10.  Deliveries  of
                  Buyer,  Seller,  AFFCO and the LLC at the LLC Interest Closing
                  A. The Buyer agrees at the LLC Interest  Closing to deliver to
                  Seller the  following:  . The  Purchase  Price to be delivered
                  pursuant  to  paragraph  3.3  hereof.   10.2  Certificate.   A
                  certificate of the general  partner of the Buyer setting forth
                  a copy of the  resolutions  adopted by the general  partner of
                  Buyer  authorizing and approving the execution and delivery of
                  this  Agreement  and  the  consummation  of  the  transactions
                  contemplated  hereby. . Such other documents or instruments as
                  Seller and AFFCO may reasonably request. The LLC agrees at the
                  LLC Interest Closing to deliver the following: . Duly executed
                  certificates  and an LLC Agreement and such other documents or
                  instruments   representing  or  in  connection  with  the  LLC
                  Interests to each of the Seller,  AFFCO and the Buyer.  . Such
                  other  documents or  instruments  as either of the Buyer,  the
                  Seller or AFFCO may reasonably  request.  10.6 Product Storage
                  Agreement.   A  duly  executed   Product   Storage   Agreement
                  substantially  in the form set out in Schedule  8.8  providing
                  Seller  with  tankage at the Linden  Terminal.  C.  Seller and
                  AFFCO  agree  on the  LLC  Interest  Closing  to  deliver  the
                  following: 10.7 LLC Units Transfer. Such transfer documents as
                  Buyer may  reasonably  require to transfer the  Purchased  LLC
                  Units to Buyer as contemplated  hereby. 10.8 Other Deliveries.
                  Such other  documents or instruments as either of the Buyer or
                  LLC may  reasonably  request,  including  an executed  Product
                  Storage  Agreement  substantially  in  the  form  set  out  in
                  Schedule 8.8. .ECTION 11.  Additional  Covenants .1.1 Contents
                  Report;  Inventory  List (a) Buyer and Seller shall  conduct a
                  reconciliation  of all pipeline fill and product stored at the
                  Linden Terminal  (whether  contained in storage or utilized as
                  line-fill)  on the  LLC  Interest  Closing  date(the  ACut-Off
                  Date@).  At  that  time,  an  independent   inspector,   whose
                  selection  shall be mutually agreed upon by the parties hereto
                  (the  AInspector@),  shall  conduct  a  physical  audit of the
                  amount,  type and quality of product contained in each storage
                  tank and line at the Linden  Terminal.  Buyer and Seller shall
                  each  designate  a  single  representative  to  accompany  the
                  Inspector  during the course of the audit. The Inspector shall
                  conduct  the  tests  described  in  the  Inspection   Schedule
                  attached  hereto as Schedule  11. The fees and expenses of the
                  Inspector will be shared  equally by Buyer and Seller.  During
                  the  audit,  the  storage  tanks and lines are to be gauged in
                  accordance  with  standard  industry  practice.  Seller  shall
                  produce a book  inventory  of  customer  product at the Linden
                  terminal  as of the  Cut-Off  Date.  The results of such audit
                  (AReconciliation  Audit@) will be provided to Buyer and Seller
                  promptly  following  the  date  of the LLC  Interest  Closing.
                  Seller,  with the participation of Buyer, will reconcile ABook
                  to Physical@ for each customer and confirm the account of each
                  customer  by letter  in a form to be agreed to by the  parties
                  with each customer. Seller will keep a true and correct record
                  of any changes in the customer  inventory from the date of the
                  Reconciliation  Audit to the time of the LLC Interest  Closing
                  (AFinal   Monitoring@).   Any  changes   noted  in  the  Final
                  Monitoring will be confirmed with the relevant  customers in a
                  follow-up  letter  similar to the letter in the form of letter
                  referred  to  above.  If the  Reconciliation  Audit  and Final
                  Monitoring determine that the quantity of product as described
                  in the books  and  records  of  Seller as of the LLC  Interest
                  Closing is either greater or less than the quantity of product
                  as  determined  by the Inspector in the course of the physical
                  audit,  any shortfall or overage in the amount of product will
                  be entirely  for the account of the Seller,  and Seller  shall
                  settle  any  disputes  or   differences   with  its  customers
                  resulting  from such  shortfalls or overages.  Seller will use
                  its best efforts to reach any such  settlement  within 30 days
                  after  Closing and will keep Buyer  appraised of the status of
                  such efforts.  (b) At the time of the Reconciliation Audit the
                  Inspector will take (and appropriately  label)  representative
                  samples of product from each of the tanks and,  possible,  all
                  pipelines.  The  Inspector  shall  retain  such  samples for a
                  period  of one (1) year  from the LLC  Interest  Closing.  The
                  retained  samples,   together  with  the  tests  described  in
                  Schedule 11, shall be  conclusive as between the parties as to
                  the quality of the product stored at the Linden Terminal as of
                  the LLC Interest  Closing.  If the samples and/or the tests as
                  appropriate  reflect any  degradation of product quality as of
                  the LLC Interest Closing,  any liability  associated therewith
                  shall be for the account of the Seller,  who shall  settle any
                  dispute or differences with its customers related thereto. Any
                  product  degradation  occurring after the LLC Interest Closing
                  will be for the account of the LLC. (c) Seller  represents  to
                  Buyer  and the LLC that the  pipeline  fill  contained  in the
                  Terminal  pipelines was owned by Seller prior to the Formation
                  Closing as inventory  and is included in the Acquired  Assets.
                  Buyer  and  Seller  agree  that  the  amount  and type of such
                  pipeline fill shall be  determined  based on the report of the
                  independent  inspector as set forth above,  and that the value
                  of such  pipeline fill shall be determined by Buyer and Seller
                  as soon as possible after the LLC Interest Closing,  the value
                  as so determined will be used to calculate the final Line Fill
                  Price  based on  prices  equal  to the  mean  New York  Harbor
                  product prices published in Platts Oilgram plus any applicable
                  taxes as of the LLC Interest Closing.  11.2 Sellers Employees.
                  Seller agrees that it will terminate the employment of all its
                  employees at the Terminal,  it being  understood  that the LLC
                  either  directly  or  through an  affiliate  of the Buyer will
                  offer to  employ a  substantial  number of such  employees  on
                  substantially the same terms as they are presently employed by
                  Seller. In addition, on the LLC Interest Closing, Seller shall
                  assign and the LLC either  directly or through an affiliate of
                  the Buyer shall assume,  the collective  bargaining  agreement
                  set  forth on  Schedule  4.10  except  for  matters  contained
                  therein  relating  to the  pension  plans,  which shall be the
                  subject of collective  bargaining  between the LLC directly or
                  an  affiliate  of the  Buyer  and  Local  355  of the  Service
                  Employees   International   Union   (ASEIU@).   The  foregoing
                  provision shall be subject to good faith collective bargaining
                  having been successfully  completed between the assuming party
                  and Local  355-SEIU as to matters not  expressly  addressed in
                  the  collective  bargaining  agreement  set forth on  Schedule
                  4.10.  . Seller  will  cooperate  with Buyer and the LLC,  and
                  Seller  will  use  its  best  efforts  to have  the  officers,
                  directors and other  employees of Seller  cooperate with Buyer
                  and the LLC,  at the LLC's or the  Buyer's  request and at the
                  Seller=s expense,  on and after the LLC Interest  Closing,  in
                  furnishing   information,   evidence,   testimony   and  other
                  assistance  in  connection  with  any  actions,   proceedings,
                  arrangements or disputes  involving the Seller and/or Buyer or
                  the LLC and based upon contracts, arrangements, commitments or
                  acts of Seller which were in effect or occurred on or prior to
                  the Formation Closing  (collectively  AThird Party Disputes@).
                  Provided,  however, that in the event such Third Party Dispute
                  arises out of or is related to actions  (other than actions of
                  Seller and its affiliates),  which occur subsequent to the LLC
                  Interest  Closing,  then all of Seller=s  reasonable  expenses
                  incurred  hereunder should be reimbursed by the LLC. After the
                  Formation Closing,  Seller agrees that Buyer and the LLC shall
                  have the right for any  proper  purpose  to  inspect  and make
                  copies  of any  books,  records  and  files in its  possession
                  relating to the business, assets or operations of the Terminal
                  prior to the Formation  Closing.  . Seller agrees that it will
                  promptly  transfer  and  deliver  to the LLC any cash or other
                  property that Seller may receive in respect of any receivables
                  or other  items to which the LLC is entitled by reason of this
                  Agreement.  Seller  agrees to deliver to the LLC promptly upon
                  receipt any mail, checks or other documents  received by it to
                  which  the  LLC  is  entitled  by  reason  of  this  Agreement
                  pertaining  to  the  Acquired   Assets  or  otherwise  to  the
                  Terminal,  as  conducted  by the  LLC,  or any of the  Assumed
                  Liabilities.  The LLC shall  agree to  deliver  to Seller  any
                  mail,  cash,  or other  receivables  or other  items  which it
                  receives  to  which  it is not  entitled  by  reason  of  this
                  Agreement  or otherwise  and to which  Seller is  entitled.  .
                  Buyer,  Seller  and  AFFCO  agree at any time and from time to
                  time  after the  Formation  Closing,  upon the  request of any
                  other party,  that they shall, and shall cause the LLC to, do,
                  execute,  acknowledge  and  deliver,  or to  cause to be done,
                  executed,  acknowledged and delivered,  all such further acts,
                  assignments,  transfers,  powers of attorney and assurances as
                  may  be  required  for  the  better  assigning,  transferring,
                  conveying  and  confirming  to  the  other  party,  or to  its
                  successors and assigns,  of any or all of the Acquired  Assets
                  or the  Purchased  LLC  Units  and to carry  out the terms and
                  conditions of this  Agreement;  provided,  however,  that each
                  party  shall  pay  its own  expenses  incurred  in  connection
                  therewith.  .ECTION  12.  Indemnification  . Seller  agrees to
                  indemnify  Buyer and the LLC  against  and hold them  harmless
                  from any and all Damages which Buyer or the LLC may sustain at
                  any time by reason of any of the following, whether contingent
                  or absolute,  direct or indirect, known or unknown, matured or
                  unmatured and regardless of when  discovered or asserted:  (i)
                  noncompliance  with any applicable bulk sales or transfer law,
                  (ii)  any   Liability  or  Contract  of,  or  claim   against,
                  Seller,(including  but not limited to Liabilities  for Taxes),
                  that are not Assumed Obligations, (iii) any Liability or claim
                  made by a third party  (including  any  Government  Authority)
                  arising in any way from any product  manufactured  or sold, or
                  service  rendered,  or action taken or omitted by, or relating
                  to the  operations  of,  Seller,  the Terminal or the Acquired
                  Assets  on or  prior  to the LLC  Interest  Closing,  (iv) any
                  Liability or claim  (including  remedial,  removal,  response,
                  abatement,  clean-up,  investigation  and monitoring costs and
                  any other related costs and expenses) under any  Environmental
                  Laws or environmental permits or with respect to any Hazardous
                  Material  or waste  relating to or  resulting  from any event,
                  action or failure to act which occurred on or prior to the LLC
                  Interest Closing, including,  without limitation, those listed
                  on  Schedule  4.17  attached  hereto,  or (v) the breach of or
                  failure to comply with any of the warranties, representations,
                  conditions,  covenants or  agreements  of Seller  contained in
                  this  Agreement  or in any  agreement  or  document  delivered
                  pursuant hereto or in connection  herewith,  or arising out of
                  the consummation of the transactions contemplated hereby. . In
                  connection with the Formation Closing,  and thereafter the LLC
                  shall agree,  to indemnify  and hold Seller  harmless from and
                  against  any and all Damages  which  Seller may sustain at any
                  time  by  reason  of any  Assumed  Obligation,  or  the  LLC's
                  ownership or operation of the Terminal  after the LLC Interest
                  Closing.  12.3  Indemnification  by the Buyer. Buyer agrees to
                  indemnify  and hold Seller  harmless  from and against any and
                  all Damages  which Seller may sustain at any time by reason of
                  the  breach  of or  failure  to  comply  with any  warranties,
                  representations,  conditions, covenants or agreements of or by
                  Buyer  contained  in  this  Agreement  or  in  any  agreement,
                  certificate or document delivered pursuant to or in connection
                  with this Agreement or arising out of the  consummation of the
                  transactions  contemplated  hereby.  . In the  event  that any
                  claim is  asserted  against  any  party  hereto,  or any party
                  hereto is made a party  defendant in any action or proceeding,
                  and such claim,  action or proceeding  involves a matter which
                  is the  subject of this  indemnification,  then such party (an
                  "Indemnified  Party")  shall give written  notice to the other
                  party hereto (the "Indemnifying  Party") of such claim, action
                  or  proceeding,  and such  Indemnifying  Party  shall have the
                  right  to  join  in the  defense  of  said  claim,  action  or
                  proceeding at such  Indemnifying  Party's own cost and expense
                  and, if the  Indemnifying  Party agrees in writing to be bound
                  by and to promptly  pay the full amount of any final  judgment
                  from  which  no  further  appeal  may  be  taken  and  if  the
                  Indemnified  Party is reasonably  assured of the  Indemnifying
                  Party's ability to satisfy such agreement,  then at the option
                  of the Indemnifying  Party, such  Indemnifying  Party may take
                  over the defense of such claim,  action or proceeding,  except
                  that, in such case, the Indemnified Party shall have the right
                  to join in the defense of said claim,  action or proceeding at
                  its own  cost  and  expense.  Any  indemnification  obligation
                  contained   herein  shall  also  include  the   obligation  to
                  indemnify  the  Indemnified  Party with respect to any amounts
                  expended  by the  Indemnified  Party to enforce and collect on
                  its indemnification rights, including legal fees and expenses.
                  The parties  agree to consult and  cooperate  reasonably  with
                  each other and their respective consultants,  professionals or
                  other experts,  if any in connection with the joint defense of
                  any indemnified  obligation  hereunder,  or in connection with
                  any investigations or settlement  proceedings relating to such
                  matters.  12.5 Right of  Setoff.  Each  Indemnified  Party may
                  offset  any  amounts  to which  it is  entitled  to  indemnity
                  hereunder against any amounts owed by the Indemnified Party to
                  the    Indemnifying    Party.    .ECTION   13.   Survival   of
                  Representations;   Effect  of   Certificates   13.1   Survival
                  Representations.   The   parties   hereto   agree   that   all
                  representations,   warranties,   covenants,   conditions   and
                  agreements  contained  herein  or in any  instrument  or other
                  document delivered pursuant to this Agreement or in connection
                  with the  transactions  contemplated  hereby shall survive the
                  execution and delivery of this Agreement,  the consummation of
                  the transactions  contemplated hereby and any investigation or
                  audit made by any party hereto.  13.2 Effect of  Certificates.
                  Each  statement  contained  in any  certificate  delivered  in
                  connection  with this  Agreement  or the  consummation  of the
                  transactions   contemplated   hereby  shall   constitute   the
                  representation, warranty and agreement of the party delivering
                  such  certificate  and shall have the same force and effect as
                  if  it  had  been   incorporated  into  this  Agreement  as  a
                  representation,  warranty and  agreement  by such party.  . No
                  part of the fees and disbursements of the counsel, accountants
                  or  auditors  retained  by any  party in  connection  with the
                  negotiation,  preparation,  execution and  performance of this
                  Agreement  shall be paid or  assumed  by any other  party,  it
                  being the intent of the  parties  that each  party  shall bear
                  such fees. . Buyer, on the one hand, and Seller,  on the other
                  hand,  each  represents  to the other that no broker or finder
                  has been  involved  with any of the  transactions  relating to
                  this  Agreement.  In the  event  of a claim by any  broker  or
                  finder that such broker or finder  represented or was retained
                  by Seller,  on the one hand,  or Buyer,  on the other hand, in
                  connection  herewith,  Seller  or  Buyer,  as the case may be,
                  agrees  to  indemnify  and hold the  other  harmless  from and
                  against any and all loss,  liability,  cost, damage, claim and
                  expense,  including,  without limitation,  attorneys' fees and
                  disbursements,  which may be incurred in connection  with such
                  claim.   .  All   notices,   requests,   demands   and   other
                  communications  provided  for by this  Agreement  shall  be in
                  writing  and  shall be deemed  to have  been  given  when hand
                  delivered  to the  person  to  receive  such  notice,  or when
                  received  if sent by  telecopier  or by same day or  overnight
                  recognized commercial courier service or by certified,  return
                  receipt  requested,  United States mail, at the address of the
                  parties stated below or to such changed  address as such party
                  may have fixed by notice:  To  Seller:  Northville  Industries
                  Corp.  and  AFFCO 25  Melville  Park Road  Melville,  NY 11747
                  Attention: Peter J. Ripp Telecopier: 516-753-4253


                  with a copy to:   Northville Industries Corp.
                                    25 Melville Park Road
                                    Melville, NY  11747
                                    Attn: Elizabeth Ann McConaghy, Esq.
                                    Telecopier: 516-753-4253

                           and      Herzfeld & Rubin, P.C.
                                    40 Wall Street
                                    New York, NY  10025
                                    Attention: Harry Braunstein, Esq.
                                    Telecopier: 212-344-3333

                  To Buyer:         Support Terminal Operating Partnership, L.P.
                                    2435 North Central Expressway
                                    Suite 700
                                    Richardson, Texas  75080-2731
                                    Attention: Edward D. Doherty
                                               Chairman & Chief
                                               Executive Officer
                                    Telecopier:  972-699-1894

                  with a copy to:   Mr. Fred Johnson
                                    President
                                    Support Terminal Services, Inc.
                                    17304 Preston Road, Suite 1000
                                    Dallas, Texas  75252
                                    Telecopier: 972-931-6526

                           and      Fulbright & Jaworski
                                    2200 Ross Avenue, Suite 2800
                                    Dallas, Texas  75201
                                    Attention: Kenneth L. Stewart
                                    Telecopier:  214-855-8200

                  To the LLC        TO ALL PARTIES SET FORTH ABOVE
                                    AS PROVIDED


provided,  that any notice of change of  address  shall be  effective  only upon
receipt.
         .ECTION 17.  Miscellaneous
         . This  Agreement,  including the Exhibits and Schedules  hereto,  sets
forth the entire agreement and understanding  among Seller,  AFFCO and the Buyer
with respect to the transactions  contemplated  hereby and merges and supersedes
all prior  discussions,  agreements and  understandings of every kind and nature
among them as to the subject matter  hereof,  and no party shall be bound by any
condition,  definition,  warranty  or  representation  other  than as  expressly
provided for in this  Agreement or as may be on a date on or  subsequent  to the
date hereof duly set forth in writing  signed by each party which is to be bound
thereby.  Unless otherwise  expressly  defined,  terms defined in this Agreement
shall have the same  meanings  when used in any  Exhibit or  Schedule  and terms
defined in any Exhibit or Schedule shall have the same meanings when used in the
Agreement or in any other Exhibit or Schedule.  This  Agreement  (including  the
Exhibits and Schedules hereto) shall not be changed,  modified or amended except
by a writing  signed by each party to be charged and this  Agreement  may not be
discharged  except by performance  in accordance  with its terms or by a writing
signed by each party to be charged.
         .  Transfer  taxes  payable  to the state of New  Jersey on the sale or
transfer of the Real  Property  contemplated  hereby,  if any,  shall be paid by
Seller.
         . THIS AGREEMENT AND ITS VALIDITY,  CONSTRUCTION AND PERFORMANCE  SHALL
BE GOVERNED IN ALL RESPECTS BY THE LAWS OF NEW YORK,  WITHOUT  GIVING  EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS,  EXCEPT FOR THE  PROVISIONS  OF THIS  AGREEMENT
WHICH  RELATE TO THE TRANSFER OF THE REAL  PROPERTY,  WHICH SHALL BE GOVERNED BY
NEW  JERSEY  REAL  PROPERTY  LAW AND  EXCEPT  FOR  MATTERS  RELATING  TO THE LLC
INTERESTS TO THE EXTENT GOVERNED BY THE DELAWARE LIMITED LIABILITY COMPANY ACT.
         . This  Agreement  shall be binding upon and shall inure to the benefit
of the Buyer,  AFFCO and Seller and their  respective  successors  and permitted
assigns.  Prior to LLC Interest  Closing,  the  Agreement may not be assigned by
Seller,  AFFCO or the Buyer except with the prior  written  consent of the other
parties; provided,  however, that without Seller's or AFFCO=s consent, the Buyer
may  assign  this  Agreement  and its rights and  obligations  hereunder  to any
subsidiary or affiliate of the Buyer.  Except as expressly  provided  herein and
for all rights and benefits  which shall inure to the Buyer or the LLC,  nothing
herein  contained  shall  confer or is  intended to confer on any third party or
entity which is not a party to this Agreement any rights under this Agreement.

         . Whenever the context requires, the use in this Agreement of a pronoun
of any gender shall be deemed to refer also to any other gender,  and the use of
the singular shall be deemed to refer also to the plural.

         . Seller  and the Buyer  agree that they will  consult  with each other
before issuing any press releases or otherwise making any public statements with
respect to this Agreement or the transactions  contemplated hereby and shall not
issue any press release or make any public statement prior to such consultation,
except as may be required by law.

         . The headings in the sections,  paragraphs,  Schedules and Exhibits of
this  Agreement  are inserted for  convenience  of reference  only and shall not
constitute a part hereof. The words "herein," "hereof," "hereto" and hereunder,"
and other words of similar  import refer to this Agreement as a whole and not to
any particular provision of this Agreement.

                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be duly executed on the day and year first above written.
                                                     NORTHVILLE INDUSTRIES CORP.
                                            By:
                                                     Name:
                                                     Title:

                                                     AFFCO CORP.
                                            By:      ___________________________
                                                     Name:
                                                     Title:

                                                     SUPPORT TERMINAL OPERATING
                                                     PARTNERSHIP, L.P.
                                            By:
                                                     Name:
                                                     Title: