EXHIBIT 10.26
  
          SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
  
       This Second Amendment to the Real Estate Purchase Agreement,
  dated the 21st day of April, 1998 shall serve as an Addendum to
  the Original Real Estate Purchase Agreement dated the 5th day
  of October, 1997, as modified by the first Amendment to Real Estate 
  Purchase Agreement dated the 16th day of October, 1997, between
  Pinnacle Sonoran Desert Properties, L.L.C. ("Seller") and Giant 
  Industries Arizona, Inc. ("Purchaser"), covering the following
  described property:
  
       A portion of that certain parcel of real estate known as  
  Assessors Parcel #211-40-006E and a portion of ####-##-####;
  located on the Northwest corner of Tatum & Dynamite Boulevards,
  Phoenix, Arizona.
  
       The Seller and Purchase hereby agree to the following:
  
       1.   Right of First Refusal - See Exhibit B
       2.   Landscape and Signage Easement - See Exhibit C
       3.   Cross access easement/agreement - See Exhibit C
       4.   Closing date extension date to April 30, 1998.
  
       The undersigned hereby agree to the above amendments and 
  acknowledge that this amendment is to be made part of the original
  Real Estate Purchase Agreement as noted above.
  
  
       SELLER - PINNACLE SONORAN DESERT PROPERTIES, L.L.C.
  
  
           By:  /s/ Harvey Acridge            4-20-98
              --------------------            -------
                                              Date
  
       PURCHASER - GIANT INDUSTRIES ARIZONA, INC.
  
           By:  /s/ John C. Hosmar            4-21-98
              --------------------            -------
              John C. Hosmar, Director,       Date
              Retail Development
  <PAGE>
  <PAGE>
                             EXHIBIT B
  
                       RIGHT OF REPURCHASE
                                          
     THIS RIGHT OF REPURCHASE ("Agreement") is entered into as of the
  _____ day of April, 1998, by and between Giant Industries Arizona, Inc., an
  Arizona corporation ("Giant"), and Pinnacle Sonoran Desert Properties,
  L.L.C., an Arizona limited liability company ("Pinnacle").
  
                             RECITALS
           
     A.   Concurrently with the recordation of this Agreement,
  Giant acquired certain real property from Pinnacle, located in Maricopa
  County, Arizona and more particularly described on Exhibit "A" attached
  hereto and incorporated herein by this reference ("Property"), which
  is adjacent to real property owned by Pinnacle.
  
     B.   As a condition to Pinnacle's willingness to convey the
  Property to Giant, Pinnacle desires a right to repurchase the Property
  under certain circumstances, and Giant is willing to grant the right
  to repurchase upon and subject to the terms and conditions set forth
  in this Agreement.
   
                              AGREEMENT
           
     NOW, THEREFORE, in consideration of the premises and other good and
  valuable consideration, the receipt and sufficiency of which are hereby
  acknowledged, the parties, intending to be legally bound, agree as follows:
           
     1.   Grant of Right to Repurchase. During the Repurchase Period
  (as hereinafter defined), Giant hereby grants to Pinnacle a right to
  repurchase the Property ("Right to Repurchase") upon the terms and subject
  to the conditions of this Agreement, if any of the following events occur:
  (i) Giant enters into a binding agreement to sell the Property to an
  unrelated third party purchaser; (ii) Giant enters into a binding agreement
  to sell all or substantially all of the assets of Giant (including the
  Property) and James E. Acridge and/or his heirs and legatees (collectively,
  "Acridge") will not own, directly or indirectly, more than fifteen
  percent (15%) of the beneficial interest of the successor owner of the
  Property; (iii) the merger or consolidation of Giant with and into another
  entity where Giant is not the surviving entity and James E. Acridge will
  not be employed as an executive officer (or similar capacity) of the new
  entity; or (iii) Acridge's beneficial ownership interest in Giant is less
  than fifteen percent (15%) and James E. Acridge will not be
  employed as an executive officer of Giant.  Upon execution of this
  Agreement, Giant and Pinnacle shall execute and record a Memorandum of
  the Right to Repurchase substantially in the form attached hereto as
  Exhibit "B" and incorporated herein by this reference.
  
     2.   Repurchase Notice.  If at any time during the Repurchase
  Period, any of the events in Section 1 occur, Giant shall immediately
  provide written notice to Pinnacle of the occurrence of such event,
  together with a statement describing the general terms and conditions of
  such event ("Repurchase Notice").
  
     3.   Term of Right to Repurchase. If not earlier terminated, the
  Right of Repurchase shall terminate on May 1, 2028 ("Outside Date"). 
  The period from the date of execution of this Agreement until the 
  Outside Date is referred to herein as the "Repurchase Period".
  
     4.   Exercise of Right to Repurchase. Pinnacle shall have 15
  days from the date of a Repurchase Notice to deliver written notice to
  Giant electing to purchase the Property  ("Election Notice") along with an
  earnest money deposit of $10,000.00. If Pinnacle does not deliver the 
  Election Notice and the earnest money deposit within the 15 day period, 
  the Right to Repurchase shall immediately terminate in accordance with 
  Section  5. If Pinnacle delivers the Election Notice and the earnest 
  money deposit within the 15 day period, Giant shall sell the
  Property to Pinnacle on the following terms and conditions:  
     
           4.1   Purchase Price.  The purchase price
  for the Property shall be at the then real estate appraised value by
  a mutually agreed upon appraisal and shall be paid by Pinnacle at 
  closing by cash, certified check, wire transfer or other readily 
  available funds.  In addition, Pinnacle shall assume any indebtedness 
  encumbering the Property.
       
          4.2    Assumption of Obligations.  
  Pinnacle shall assume and agree to be bound by any and all obligations of
  Giant applicable to the Property, including, without limitation, tenant
  leases, service contracts and construction contracts.
  
          4.3  Closing.  The closing of the repurchase shall occur
  on or before 90 days after the date of the Election Notice. 
  
          4.4  Conveyance. At the closing, Giant shall convey the
  Property to Pinnacle by Special Warranty Deed , subject to all matters of
  record as of the date of closing 
  
          4.5  Costs. Pinnacle shall pay all escrow and closing
  costs. Real property taxes relating to the Property for the current tax
  year shall be prorated between Giant and Pinnacle as of the closing date,
  based on the latest available estimates of the amount of such taxes.
  
          4.6  No Other Assets.  The Right to Repurchase shall
  include only the Property, the buildings constructed on the Property, and
  any fixtures attached to buildings on the Property. The Right to Repurchase
  shall not apply to, and Giant shall have no obligation to sell or otherwise
  transfer to Pinnacle, any other property or assets of Giant including, but
  not limited to, any personal property located on or used in connection with
  the Property or any agreements or permits relating to the Property.
  
      5.  Termination of Right to Repurchase.  The Right to
  Repurchase shall terminate and be of no further force and effect upon the
  earliest of the following to occur: (i) failure by Pinnacle to deliver an
  Election Notice and the earnest money deposit within the 15 day period
  specified above; (ii) delivery of an Election Notice and the earnest money
  deposit within the 15 day period specified in Section 3 above, but,
  thereafter, a failure by Pinnacle to close the purchase of the Property as
  provided above; (iii) expiration of the Repurchase Period; (iv) an attempt
  by Pinnacle to improperly assign this Agreement. Upon termination of the
  Right to Repurchase, Giant and Pinnacle shall execute and record a
  Termination of Right to Repurchase, substantially in the form of Exhibit
  "C" attached hereto and incorporated herein by this reference.
  
          6.   Subordinate.  Pinnacle's Right to Repurchase is
  subordinate to any acquisition or construction financing obtained by
  Giant in connection with the Property and any easements, dedications,
  covenants, conditions, restrictions or other encumbrances subsequently
  recorded in the real estate records of the county where the Property
  is located.  This subordination provision is intended to be self-
  executing and effective without further agreement or documentation from
  Pinnacle; provided, however, Pinnacle shall execute any document
  reasonably requested by Giant or any lender of Giant or encumbrancer
  of the Property to confirm or establish this subordination.
  
     7.   Assignment. Pinnacle may not assign its interest in this
  Agreement, without the prior written consent of Giant, which may be granted
  or withheld in Giant's sole and absolute discretion.
  
          8.   Notices.  All notices, requests and other communications
  hereunder shall be in writing and shall be given by personal delivery;
  overnight courier; or deposit in the United States mail, first class,
  registered or certified, return receipt requested, postage prepaid,
  correctly addressed to the intended recipient as follows:
  
          If to Giant:        Giant Industries, Inc.
                              23733 North Scottsdale Road
                              Scottsdale, Arizona 85255
                              Attention:  Carlos A. Guerra, Esq.
  
  With a copy to:             Fennemore Craig
                              3003 North Central Avenue, Suite 2600
                              Phoenix, AZ 85012-2913
                              Attention:  Jay S. Kramer, Esq.
  
          If to Pinnacle:     Pinnacle Sonoran Properties
                              23733 N. Scottsdale Road          
                              Scottsdale, Arizona 85255
                              Attention: Harv Acridge
  
  All notices shall be deemed given upon the earliest of  (i) if hand-
  delivered, upon actual receipt against signed acknowledgment of receipt
  or affidavit of delivery; (ii) if mailed as provided above, on the
  fourth (4th) day after the day of mailing; (iii) if sent by overnight
  courier, on the next business day after the date of deposit with the
  courier. Any party may change its address for the receipt of notices
  at any time by giving written notice thereof to the other parties in
  accordance with the terms of this Section.
          
  9.      Entire Agreement. This Agreement contains the complete
  understanding and agreement of the parties hereto with respect to all
  matters referred to herein, and all prior representations, negotiations and
  understandings are superseded  by this Agreement.  Neither party shall be
  liable or bound to the other in any manner by any agreement, warranty,
  representation or guarantee, except as specifically set forth herein or in
  any instrument executed pursuant hereto.
  
      10. Attorneys' Fees. In the event either party shall employ
  legal counsel or bring an action at law or other proceedings against the
  other party to enforce any of the terms, covenants or conditions hereof,
  the non-prevailing party shall pay the prevailing party's reasonable
  attorneys' fees and court costs, as determined by the judge or arbitrator
  sitting without a jury. 
  
   11.    Severability.  If any paragraph, section, sentence,
  clause or phrase of this Agreement is or becomes illegal, null or void
  for any reason or is held by any court of competent jurisdiction to be
  illegal, null or void, the remaining paragraphs, sections, sentences,
  clauses or phrases of this Agreement shall continue in full force and
  effect and shall not be affected thereby.
  
     12.  Time of Essence.  Time is of the essence of this Agreement
  and each and every provision hereof.
  
     13.  Binding Effect.  This Agreement and all of the terms and
  provisions hereof shall inure to the benefit of and be binding upon the
  heirs, administrators, personal representatives, successors and permitted
  assigns of the parties hereto.
  
     14.       Time for Performance.  If the date provided herein within
  which any requirement must be met falls on a Saturday or Sunday or on any
  legal holiday, then the date for compliance shall be extended to the next
  day when none of the above is applicable.
  
  15.     Governing Law. This Agreement shall be governed by and
  construed in accordance with the laws of the State of Arizona, without
  reference to its conflicts of law principles.
  
  16.     Non-Waiver.  No delay or failure by either party to
  exercise any right under this Agreement and no partial or single
  exercise of that right shall constitute a waiver of that or any other
  right, unless otherwise expressly provided herein.
  
  17.     Headings.  Headings in this Agreement are for
  convenience only and shall not be used to interpret or construe its
  provisions.
  
  18.     Counterparts. This Agreement may be executed in any
  number of counterparts, each of which shall be deemed an original, with
  the same force and effect as if all signatures were appended to one
  instrument.
  
  <PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement
  as of the date set forth above.
               
                   "GIANT"
                                
                        GIANT INDUSTRIES OF
                        ARIZONA, INC., an
                        Arizona corporation 
                        
                        By: /s/ John C. Hosmar
                        --------------------------------
                        Name: John C. Hosmar
                        Title: Director of Retail Development
                        
                        
                        "PINNACLE"
                        
                        PINNACLE SONORAN DESERT
                        PROPERTIES, L.L.C., an
                        Arizona limited
                        liability company 
                        
                        
                        By: /s/ Harvey Acridge
                        ---------------------------------
                        Name: Harvey Acridge
                        Title: General Manager
  <PAGE>
  <PAGE>
                        EXHIBIT "A"
                         
               Description of Giant Property
  
  Legal Description for Tatum Ranch - Parcel 46
  Gas Station Site
  
  That part of the Southeast Quarter of Section 30, Township 5
  North, Range 4 East, of the Gila and Salt River Meridian,
  Maricopa County, Arizona.<PAGE>
  <PAGE>
                    EXHIBIT "B"
                         
               Memorandum of Option
                         <PAGE>
  <PAGE>
                   EXHIBIT "C"
                         
        Termination of Right to Repurchase
                         
                         <PAGE>
  <PAGE>
                             EXHIBIT C
                         
  WHEN RECORDED, RETURN TO:
                         
  Jay S. Kramer
  Fennemore Craig
  3003 North Central Avenue
  Suite 2600
  Phoenix, Arizona  85012-2913.
                         
                         
                         EASEMENT AGREEMENT
  
  
          THIS EASEMENT AGREEMENT ("Agreement") is made as of the 20
  day of March, 1998, by and between Giant Industries Arizona, Inc., an
  Arizona corporation ("Giant"), and Pinnacle Sonoran Desert Properties,
  L.L.C., an Arizona limited liability company ("Pinnacle").
  
                              RECITALS
                         
          A.   Pinnacle owns certain real property located in Maricopa
  County, Arizona and more particularly described on Exhibit "A" attached
  hereto and incorporated herein by this reference ("Pinnacle Property").
  Concurrently with the recordation of this Agreement, Giant acquired
  certain real property from Pinnacle, located in Maricopa County,
  Arizona and more particularly described on Exhibit "B" attached hereto
  and incorporated herein by this reference ("Giant Property"). The
  Pinnacle Property and the Giant Property are adjacent. 
  
          B.   For the benefit of the Giant Property, Giant desires an
  easement for ingress, egress and access on, over and across the
  portions of the Pinnacle Property depicted on Exhibit "C" attached
  hereto and incorporated herein by this reference ("Giant Easement
  Area"). Pinnacle is willing to grant the desired easement on, over, and
  across the Giant Easement Area, subject to the terms and conditions of
  this Agreement.
  
          C.   Pinnacle desires the following easements: (i) an
  easement for ingress, egress and access on, over and across portions
  of the Giant Property depicted on Exhibit "D" attached hereto and
  incorporated herein by this reference ("Pinnacle Access Easement
  Area"); (ii) a landscaping easement on, over and under portions of the
  Giant Property depicted on Exhibit "E" attached hereto and incorporated
  herein by this reference ("Pinnacle Landscape Easement Area"); and
  (iii) a signage easement on and over the portion of the Giant Property
  depicted on Exhibit "F" attached hereto and incorporated herein by this
  reference ("Pinnacle Signage Easement Area"), all subject to the terms
  and conditions of this Agreement. The Pinnacle Access Easement Area,
  the Pinnacle Landscape Easement Area, and the Pinnacle Signage Easement
  Area are sometimes collectively referred to in this Agreement as the
  "Pinnacle Easement Areas". Giant is willing to grant the desired
  easements on, over and across the Pinnacle Easement Areas, subject to
  the terms and conditions of this Agreement.
  
                              AGREEMENT
                         
       NOW, THEREFORE, in consideration of the premises and the mutual
  covenants and agreements contained herein, and for other good and
  valuable consideration, the receipt and sufficiency of which is hereby
  acknowledged, Giant and Pinnacle, intending to be legally bound, hereby
  agree as follows:
  
          1.   Giant Access Easement. Subject to the terms and
  conditions of this Agreement, Pinnacle hereby grants, bargains, and
  conveys to Giant, for the benefit of the Giant Property, a perpetual,
  non-exclusive easement permitting Giant, its employees, agents,
  contractors, guests and invitees pedestrian and vehicular ingress,
  egress, and access on, over, and across the Giant Easement Area ("Giant
  Easement"). Pinnacle shall maintain the Giant Easement Area in
  accordance with Section 5.
  
          2.   Pinnacle Access Easement. Subject to the terms and
  conditions of this Agreement, Giant hereby grants, bargains, and
  conveys to Pinnacle, for the benefit of the Pinnacle Property, a
  perpetual, non-exclusive easement permitting Pinnacle, its employees,
  agents, contractors, guests and invitees pedestrian and vehicular
  ingress, egress and access on, over and across the Pinnacle Access
  Easement Area ("Pinnacle Access Easement"). Giant, at its sole cost and
  expense, shall maintain the Pinnacle Access Easement Area in accordance
  with Section 5.
  
          3.      Landscape Easement. Subject to the terms and conditions
  of this Agreement, Giant hereby grants, bargains, and conveys to
  Pinnacle, a perpetual, non-exclusive easement permitting Pinnacle, its
  employees, contractors, and agents, to plant, install, maintain, or
  replace landscaping on, over, across, and under the Pinnacle Landscape
  Easement Area ("Pinnacle Landscape Easement"). Pinnacle, at its sole
  cost and expense, shall maintain the Pinnacle Landscape Easement Area
  in accordance with Section 5. 
  
         4.      Signage Easement. Subject to the terms and conditions
  of this Agreement, Giant hereby grants, bargains, and conveys to
  Pinnacle, a perpetual, non-exclusive easement permitting Pinnacle, its
  employees, contractors, and agents, to maintain, replace, repair,
  reconstruct or reconfigure a monument size and design subject to
  Giant's approval that will not be unreasonably withheld, sign identifying 
  the project (and not individual tenants or property owners), on the 
  Pinnacle Signage Easement Area ("Pinnacle Signage Easement").  Pinnacle 
  may not erect or maintain any sign advertising the sale of portions of
  the Pinnacle Property or any other sign of a temporary nature on the 
  Pinnacle Signage Area.  Pinnacle, at its sole cost and expense, shall 
  maintain the Pinnacle Signage Easement Area in accordance with Section 5.
  
  5.      Condition of Easements. 
  
          5.1  Standard of Maintenance. The Giant Easement Area
  and the Pinnacle Easement Areas shall be maintained in a clean and
  attractive manner, free of litter and debris, in substantial
  conformance with other first class commercial developments in Maricopa
  County, Arizona. Maintenance of the Giant Easement Area and the
  Pinnacle Access Easement Area shall include keeping paved or otherwise
  artificially surfaced areas in good repair, striped as necessary, and
  reasonably free of potholes. Maintenance of the Pinnacle Landscape
  Easement Area shall include installing, planting, weeding, pruning,
  fertilizing, replacing shrubs and other landscaping as necessary, and
  repairing automatic sprinkler systems as necessary. Maintenance of the
  Pinnacle Signage Easement Area shall include installing, cleaning,
  maintaining, repairing and replacing signage located within the
  Pinnacle Signage Easement Area.
  
          5.2  Pinnacle's Right to Maintain. If Giant fails to
  maintain the Pinnacle Access Easement Area in accordance with Section
  5.1, Pinnacle may provide Giant with written notice of this failure.
  If, after 10 days written notice from Pinnacle to Giant, Giant fails
  to maintain or repair any portion of the Pinnacle Access Easement Area
  and/or fails to diligently prosecute such work to completion, Pinnacle
  shall have the right, but not the obligation, to maintain and repair
  the Pinnacle Access Easement Area. Pinnacle may then submit a statement
  for, and reasonable documentation of, such expenses to Giant,
  requesting reimbursement for any expenses incurred in performing the
  maintenance or repair. Giant hereby authorizes Pinnacle and its agents,
  employees and contractors to enter upon the Pinnacle Access Easement
  Area to maintain and to make repairs pursuant to this Subsection 5.2.
  
          5.3  Giant's Right to Maintain. If Pinnacle fails to
  maintain the Giant Easement Area, the Pinnacle Landscape Easement Area
  or the Pinnacle Signage Easement Area in accordance with Section 5.1,
  Giant may provide Pinnacle with written notice of this failure. If,
  after 10 days written notice from Giant to Pinnacle, Pinnacle fails to
  maintain or repair any portion of these areas and/or fails to
  diligently prosecute such work to completion, Giant shall have the
  right, but not the obligation, to make the necessary maintenance or
  repair. Giant may then submit a statement for, and reasonable
  documentation of, such expenses to Pinnacle, requesting reimbursement
  for any expenses incurred in performing the maintenance or repair.
  Pinnacle hereby authorize and enter upon the Pinnacle Property to
  maintain and to make repairs pursuant to this Subsection 5.3.
  
          5.4  No Obstruction. Pinnacle covenants that it shall
  not cause or permit the Giant Easement Area to be obstructed so as to
  interfere with Giant's use. Giant covenants that it shall not cause or
  permit the Pinnacle Access Easement Area to be obstructed so as to
  interfere with Pinnacle's use. Without limiting the foregoing, Pinnacle
  and Giant agree that no fence, wall, or other barrier that would
  prevent, impair or obstruct passage of pedestrian or vehicular traffic
  shall be erected on the Giant Easement Area or the Pinnacle Access
  Easement Area.
  
  6.      Covenants Running with the Land. The Giant Easement and
  the Pinnacle Access Easement shall be easements, restrictions, and
  covenants running with the land and shall inure to the benefit of, and
  be binding upon, the parties hereto and their respective heirs,
  successors and assigns. The Pinnacle Landscape Easement and the
  Pinnacle Signage Easement are personal to Pinnacle and shall not be
  covenants running with the land, but may be assigned as follows: (i)
  to a non-profit owners' association formed to manage and operate the
  project, without the consent of Giant; or (ii) to another entity or
  person.
  
  7.      Indemnification and Insurance.
  
          7.1  Indemnification. Each party to this Agreement
  shall indemnify, defend and hold the other party harmless, for, from,
  and against any and all claims, demands, causes of action, losses,
  damages, liabilities, obligations, costs, and expenses (including, but
  not limited to, reasonable attorneys' fees, mechanics' and
  materialmen's liens, and disbursements), arising out of any personal
  injury or property damage alleged to have been caused by the other
  party or the other party's agents, licensees, invitees, contractors or
  employees and in any way related to this Agreement. The indemnity
  obligations set forth in this Subsection 7.1 shall survive the
  termination of the right to use the Giant Easement Area and/or the
  Pinnacle Easement Areas pursuant to this Agreement.
  
          7.2  Insurance. Each party to this Agreement shall
  maintain a policy of commercial general liability insurance, with a
  contractual liability endorsement, covering the indemnification
  obligations set forth in this Agreement, in an amount prudent for
  owners of similar properties in Maricopa County, Arizona, but in no
  event less than $1,000,000, and naming the other party as an additional
  insured. A policy complying with these requirements shall remain in
  effect throughout the term of this Agreement. Any such insurance policy
  shall require the insurer to provide both parties to this Agreement
  with at least 30 days prior written notice of any cancellation of the
  insurance policy. Certificates of insurance shall be provided by each
  party upon request by the other party.
  
  8.      Entire Agreement. This Agreement contains the complete
  understanding and agreement of the parties hereto with respect to all
  matters referred to herein, and all prior representations, negotiations
  and understandings are superseded  by this Agreement.  Neither party
  shall be liable or bound to the other in any manner by any agreement,
  warranty, representation or guarantee, except as specifically set forth
  herein or in any instrument executed pursuant hereto.
  
  9.      Severability. If any paragraph, section, sentence,
  clause or phrase of this Agreement is or becomes illegal, null or void
  for any reason or is held by any court of competent jurisdiction to be
  illegal, null or void, the remaining paragraphs, sections, sentences,
  clauses or phrases of this Agreement shall continue in full force and
  effect and shall not be affected thereby.
  
  10.     Notices.  All notices, requests and other communications
  hereunder shall be in writing and shall be given by personal delivery;
  overnight courier; or deposit in the United States mail, first class,
  registered or certified, return receipt requested, postage prepaid,
  correctly addressed to the intended recipient as follows:
  
          If to Giant:   Giant Industries, Inc.
                         23733 North Scottsdale Road
                         Scottsdale, Arizona 85255
                         Attention:  Carlos A. Guerra, Esq.
  
  With a copy to:        Fennemore Craig
                         3003 North Central Avenue, Suite 2600
                         Phoenix, AZ 85012-2913
                         Attention:  Jay S. Kramer, Esq.
  
        If to Pinnacle:  Harvey Acridge
                         23733 North Scottsdale Road
                         Scottsdale, Arizona 85255
  
  All notices shall be deemed given upon the earliest of  (i) if hand-
  delivered, upon actual receipt against signed acknowledgment of receipt
  or affidavit of delivery; (ii) if mailed as provided above, on the
  fourth (4th) day after the day of mailing; (iii) if sent by overnight
  courier, on the next business day after the date of deposit with the
  courier. Any party may change its address for the receipt of notices
  at any time by giving written notice thereof to the other parties in
  accordance with the terms of this Section.
  
  11.     Non-Waiver.  No delay or failure by either party to
  exercise any right under this Agreement and no partial or single
  exercise of that right shall constitute a waiver of that or any other
  right, unless otherwise expressly provided herein.
  
  12.     Interpretation. This Agreement shall be construed as a
  whole and in accordance with its fair meaning, without regard to any
  presumption or rule of construction causing this Agreement or any part
  of it to be construed against the party causing the Agreement to be
  written. 
  
  13.     Headings.  Headings in this Agreement are for
  convenience only and shall not be used to interpret or construe its
  provisions.
  
  14.     Governing Law.  This Agreement shall be construed in
  accordance with and governed by the laws of the State of Arizona,
  without reference to its conflicts of law principles.
  
     15.  Attorneys' Fees.  In the event either party shall employ
  legal counsel or bring an action at law or other proceedings against
  the other party to enforce any of the terms, covenants or conditions
  hereof, the non-prevailing party shall pay the prevailing party's 
  reasonable attorneys' fees and court costs, as determined by the judge
  or arbitrator sitting without a jury. 
  
  16.     Counterparts. This Agreement may be executed in any
  number of counterparts, each of which shall be deemed an original, with
  the same force and effect as if all signatures were appended to one
  instrument.
              
                     "GIANT"
                                
                     GIANT INDUSTRIES OF
                     ARIZONA, INC., an
                     Arizona corporation
                        
                     By:  /s/ John C. Hosmar
                     -----------------------------
                     Name: John C. Hosmar
                     Title: Director Retail Development
                        
                        
                     "PINNACLE"
                        
                     PINNACLE SONORAN DESERT PROPERTIES, L.L.C., an
                     Arizona limited liability company 
                        
                        
                     By: /s/ Harvey Acridge
                     Name:
                     Title:  General Manager
  <PAGE>
  <PAGE>
  STATE OF ARIZONA    )
                      )  ss
  County of Maricopa  )
  
  The foregoing instrument was acknowledged before me this 20 day of
  March 1998, by John C. Hosmar, the Director of R.E./Facilities
  Development of Giant Industries Arizona, Inc., an Arizona
  corporation, on behalf of the corporation.
  
                              /s/ Penelope M. Lewis
                              ----------------------------
                              Notary Public
  My Commission Expires:
  10/26/2001
  
  
  
  STATE OF ARIZONA    )
                      )ss
  County of Maricopa  )
  
  The foregoing instrument was acknowledged before me this 20 day of
  March, 1998, by Harvey Acridge, the General Manager of Sonoran
  Desert Properties, L.L.C., an Arizona corporation, on behalf of the
  corporation.
  
                              /s/ Pamela J. Wisness
                              ----------------------------
                              Notary Public
  My Commission Expires:
  July 20, 2001<PAGE>
  <PAGE>
                        EXHIBIT "A"
                         
             Description of Pinnacle Property
  
  That part of the Southeast quarter of Section 30, Township
  5 North, Range 4 East of the Gila and Salt River Base and
  Meridian, Maricopa County, Arizona.<PAGE>
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                        EXHIBIT "B"
                         
               Description of Giant Property
  
  Legal Description for Tatum Ranch - Parcel 46
  Gas Station Site
  
  That prat of the Southeast Quarter of Section 30, Township
  5 North, Range 4 East, of the Gila and Salt River Meridian,
  Maricopa county, Arizona.<PAGE>
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                   EXHIBIT "C"
                         
         Depiction of Giant Easement Area
  <PAGE>
  <PAGE>
                   EXHIBIT "D"
                         
    Depiction of Pinnacle Access Easement Area
  <PAGE>
  <PAGE>
                         EXHIBIT "E"
                           
        Depiction of Pinnacle Landscape Easement Area
  
  Legal Description for Tatum Ranch - Parcel 46
  Landscape and Signage Easement
  
  
  That part of the Southeast Quarter of Section 30, Township
  5 North, Range 4 East, of the Gila and Salt River Meridian,
  Maricopa County, Arizona.
                         
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  <PAGE>
                   EXHIBIT "F"
                         
   Depiction of Pinnacle Signage Easement Area