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                                                                    Exhibit 10.2




                        SHAREHOLDER LOAN AGREEMENT NO. 1B

                                  10 APRIL 2001


                                     BETWEEN

                            PREEM HOLDINGS AB (PUBL)
                                    AS LENDER

                                       AND

                               PREEM PETROLEUM AB
                                   AS BORROWER










                        MANNHEIMER SWARTLING ADVOKATBYRA
                               STOCKHOLM, SWEDEN




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This SHAREHOLDER LOAN AGREEMENT is dated as of 10 April 2001 between:

PREEM HOLDINGS AB (PUBL), reg. no. 556206-9673, (the "LENDER"); and

PREEM PETROLEUM AB, reg. no. 556072-6977, (the "BORROWER").


1.    DEFINITIONS AND INTERPRETATION

1.1   DEFINITIONS

      "AGREEMENT" means this Shareholder Loan Agreement including the Loan Notes
      issued hereunder.

      "AUTHORISED SIGNATORIES" means representatives of the Borrower authorised
      and registered as signatories of the Borrower with the Swedish Patent and
      Registration Office (Sw: PATENT- OCH REGISTRERINGSVERKET).

      "BUSINESS DAY" means a day (other than a Saturday or Sunday) which is not
      a public holiday and on which banks are open for general business in
      Stockholm.

      "CONFIRMATION OF SUBORDINATION" means an agreement in the form of SCHEDULE
      2 entered into by the Borrower, the Lender and one or several Confirmed
      Creditors.

      "CONFIRMED CREDITORS" means the banks, financial institutions and other
      lenders from time to time providing financing to the Borrower and the
      Subsidiaries, and which are parties to Confirmations of Subordination, and
      "CONFIRMED CREDITOR" means any of them.

      "DEBT RESTRUCTURING AGREEMENT" means the Debt Restructuring Agreement
      entered into on or about the date hereof among the Borrower, the Lender
      and the Parent for the purpose of restructuring and assigning existing
      shareholder debt owed by the Borrower.

      "EFFECTIVE DATE" means the date defined as such in the Debt Restructuring
      Agreement.

      "EVENT OF DEFAULT" means any of the events specified in Clauses 4.2 to
      4.9.

      "FINANCIAL INDEBTEDNESS" means any indebtedness in respect of:

      (a)   moneys borrowed and debit balances at banks and other financial
            institutions;


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      (b)   any debenture, bond, note or other debt instrument;

      (c)   the acquisition cost of any asset to the extent payable before or
            after the time of acquisition or possession by the party liable
            where the advance or deferred payment is arranged primarily as a
            method of raising finance or financing the acquisition of that
            asset;

      (d)   leases entered into primarily as a method of raising finance or
            financing the leased asset;

      (e)   any acceptance or documentary credit;

      (f)   receivables sold or discounted (otherwise than on a non-recourse
            basis);

      (g)   any swaps, foreign exchange transactions, cap, floor, collar or
            option transactions or any other interest or currency derivatives
            transactions entered into in connection with the management of risks
            related to financial indebtedness (the value of any such
            transactions shall be calculated by reference only to a
            mark-to-market valuation);

      (h)   any amount raised under any other transaction having the commercial
            effect of a borrowing or raising of money; or

      (i)   any guarantee, indemnity or similar assurance against financial loss
            of any person.

      "LOAN" means the total principal amount assigned to or to be advanced by
      the Lender under Clause 2 (Shareholder Loans) in one or several
      disbursements, or the total principal amount outstanding hereunder at any
      time. The Loan shall be denominated in Swedish Kronor.

      "LOAN NOTE" means a loan note evidencing the Loan or a part thereof,
      issued pursuant to Clause 2.5 in the form of SCHEDULE 1 and signed by
      Authorised Signatories.

      "NOTEHOLDERS" means the holders from time to time of the Notes.

      "NOTES" means the 10 5/8 % senior secured notes due 2011 and any
      additional notes issued under the indenture governing the Notes, dated as
      of 10 April 2001, by and between the Lender, Deutsche Bank AG London, as
      principal paying agent, and the Trustee.

      "PARENT" means Corral Petroleum Holdings AB (publ), reg. no. 556477-1284.


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      "SECURITY INTEREST" means any mortgage, pledge, lien, charge, assignment
      by way of security, hypothecation, security interest, title retention
      (other than in respect of goods purchased in the ordinary course of
      trading), sale and repurchase or sale and lease-back arrangement or any
      other agreement or arrangement in each case having the effect of
      conferring security.

      "SENIOR CREDITORS" means the Confirmed Creditors and all other creditors
      (including trade creditors) of the Borrower and the Subsidiaries (other
      than the Lender), and their assignees from time to time, and "SENIOR
      CREDITOR" means any of them.

      "SENIOR DEBT" means all present and future liabilities of the Borrower and
      the Subsidiaries to the Senior Creditors, absolute or contingent, whether
      or not matured, including, without limitation, principal, interest,
      damages and costs.

      "SHAREHOLDER LOAN NO. 1A" means the Shareholder Loan Agreement No. 1A
      entered into on or about the date hereof between the Lender as lender and
      the Borrower as borrower.

      "STIBOR" means the Stockholm Interbank Offered Rate as quoted on the
      Reuters screen SIOR (or such other screen as may replace that screen) at
      or about 11.00 a.m. (Stockholm time) on the relevant date or, if the
      relevant rate does not appear, the average (rounded upwards to four
      decimal places) of the rates which prime banks were offering to other
      prime banks in the Stockholm interbank market for deposits in Swedish
      Kronor as of 11.00 a.m. (Stockholm time) on the relevant date, in each
      case for a period of thirty (30) days.

      "SUBORDINATED DEBT" means (i) the indebtedness of the Borrower to the
      Lender hereunder, and (ii) any other Financial Indebtedness of the
      Borrower to the Lender which is duly and effectively subordinated on
      substantially the same terms, including, without limitation, in respect of
      maturity, right to interest payments and the provisions of Clauses 4.11,
      10 and 11. For the avoidance of doubt, Shareholder Loan No. 1A is not, for
      the purposes of this Agreement, Subordinated Debt.

      "SUBORDINATION PERIOD" means the period from the Effective Date until the
      earlier of (i) the date on which all Senior Debt has been fully and
      finally satisfied, and (ii) the date falling 179 days after the date on
      which the Lender has given a notice in accordance with Clause 4.10 to each
      of the Confirmed Creditors.

      "SUBSIDIARY" means any Swedish or foreign legal entity (whether
      incorporated or not), which is a subsidiary (Sw: DOTTERBOLAG) of the
      Borrower, directly or indirectly, in accordance with the Swedish Companies
      Act (Sw: AKTIEBOLAGSLAGEN).


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      "SWEDISH KRONOR" or "SEK" means the lawful currency of Sweden.

      "TAXES" means all types (whether now existing or introduced in the future)
      of income and other taxes, levies, imposts, deductions, charges and
      withholdings whatsoever together with interest thereon and penalties and
      surcharges with respect thereto, if any, and any payments made on or in
      respect thereof, and "TAX" and "TAXATION" shall be construed accordingly.

      "TRUSTEE" means Bankers Trust Company, as Trustee under the indenture
      governing the Notes, dated as of 10 April 2001, by and between the Lender,
      Deutsche Bank AG London, as principal paying agent, and the Trustee.

1.2   INTERPRETATION

1.2.1 A reference in this Agreement or in any other document referred to herein
      or delivered in connection herewith to a statute or any provision thereof
      shall refer also to that statute or provision as amended or re-enacted.

1.2.2 A reference in this Agreement or in any other document referred to herein
      or delivered in connection herewith to an agreement or document shall
      refer also to such agreement or document as amended, varied or
      supplemented and shall include all appendices and other attachments.

2.    SHAREHOLDER LOANS

2.1   On the Effective Date the Lender may provide the Borrower with a loan
      subject to the terms of this Agreement. The amount of such loan, if any,
      shall be determined in accordance with the Debt Restructuring Agreement.
      Such loan amount shall constitute Subordinated Debt.

2.2   The Lender and the Borrower may agree that the Lender shall provide the
      Borrower with additional financing in the form of Subordinated Debt. Such
      additional financing shall be disbursed as agreed between the parties.

2.3   Any distributions from the Borrower to the Lender by way of group
      contributions (Sw: KONCERNBIDRAG), made in order to obtain the most
      favourable tax position within the group (including the Parent) in Sweden,
      shall be distributed in the form of loans hereunder from the Lender to the
      Borrower, so that the amount of such loan shall constitute Subordinated
      Debt, unless the parties agree otherwise (provided this is permissible
      under other agreements binding on the Borrower and the Lender).

2.4   Nothing in Clause 2.3 shall restrict the Borrower from paying dividends in
      cash to the Lender, provided such dividends are permissible under other
      agreements binding on the Borrower and the Lender.


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2.5   The Loan shall be evidenced by one or several Loan Notes signed by
      Authorised Signatories. A Loan Note shall be executed promptly after a
      disbursement is made in accordance with this Clause 2.

2.6   Nothing in this Agreement shall prevent the Borrower from incurring other
      debt owed to the Lender which is not Subordinated Debt (to the extent this
      is not prohibited under other agreements binding on the Borrower and the
      Lender), from repaying such other debt or from paying interest on such
      other debt.

3.    REPAYMENT AND CONVERSION

3.1   The Borrower shall not repay the Loan, except as expressly provided in
      Clause 4 (Events of Default), or with the prior written consent of the
      Confirmed Creditors.

3.2   To the extent that may be required to avoid the Borrower being obligated
      to enter into liquidation (Sw: LIKVIDATION), the board of the Borrower may
      decide that the Loan (or part thereof, as the case may be) shall be
      utilised in meeting losses of the Borrower by writing down the principal
      amount of the Loan by the amount required to avoid liquidation and
      converting such amount into a conditional capital contribution (Sw:
      VILLKORAT AKTIEAGARTILLSKOTT). The rights of the Lender in respect of the
      converted amount will thereupon be converted into rights of a provider of
      capital contributions. Upon utilisation of any part of the Loan pursuant
      to this Clause 3.2, the Borrower shall give notice to the Lender.

3.3   The Loan shall be repaid only upon presentation of the relevant Loan
      Note(s). If the Loan is partially repaid, a new Loan Note for the
      remaining amount shall be executed.

4.    EVENTS OF DEFAULT

4.1   Subject to any express exceptions, each of the events set out in Clauses
      4.2 to 4.9 below is an Event of Default (whether or not caused by any
      reason whatsoever outside the control of the Borrower or any other
      person).

4.2   NON-PAYMENT: The Borrower does not pay on the due date, any amount due and
      payable by it hereunder in the currency and in the manner specified,
      provided that it shall not constitute an Event of Default if such failure
      is due solely to technical errors and the Borrower remedies the same
      within three (3) Business Days of the due date for payment.


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4.3   CROSS-DEFAULT:

      (a)   Any Financial Indebtedness of the Borrower or any Subsidiary is not
            paid when due or within the applicable grace period (if any).

      (b)   Any Financial Indebtedness of the Borrower or any Subsidiary is
            declared prematurely due and payable or is placed on demand, in
            either case as a result of an event of default (howsoever described)
            under the document relating to that Financial Indebtedness.

      (c)   Any commitment for, or underwriting of, any Financial Indebtedness
            of the Borrower or any Subsidiary is cancelled or suspended as a
            result of an event of default (howsoever described) under the
            document relating to that Financial Indebtedness.

      (d)   The circumstances in this Clause 4.3 will only constitute an Event
            of Default if the amount of Financial Indebtedness referred to
            exceeds SEK 150,000,000 in aggregate.

4.4   INSOLVENCY:

      (a)   The Borrower is, or is deemed for the purposes of any law to be,
            insolvent or admits in writing its inability to pay its debts as
            they fall due.

      (b)   The Borrower suspends making payments on all or any class of its
            debts or announces an intention to do so, or a moratorium is
            declared in respect of any of its indebtedness.

      (c)   The Borrower commences negotiations with any one or more of its
            creditors with a view to the general readjustment or rescheduling of
            its indebtedness, or makes a composition or an arrangement with its
            creditors or any similar proceeding, arrangement or assignment.

4.5   INSOLVENCY PROCEEDINGS:

      (a)   The Borrower takes any corporate action or any order is made or
            resolution passed for the suspension of payments, business
            reorganisation (Sw: FORETAGSREKONSTRUKTION), liquidation or
            bankruptcy of the Borrower (except in the context of a solvent
            reconstruction with the Borrower as surviving entity).

      (b)   A liquidator, receiver, insolvency manager, reconstruction manager
            (Sw: FORETAGSREKONSTRUKTOR) or similar officer is appointed in
            respect of the Borrower or in respect of all or substantially all of
            its assets.

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4.6   CREDITORS' PROCESS: Any distress or execution is levied against, or an
      encumbrancer takes possession of, an asset or certain of the assets of the
      Borrower the value of which asset or assets exceeds SEK 50,000,000, unless
      such distress, execution or taking possession is stayed, discharged,
      struck out or given up within thirty (30) days of being levied or taking
      place or is thereafter being contested in good faith and by appropriate
      means.

4.7   CESSATION OF BUSINESS: The Borrower ceases or threatens to cease to carry
      on all or a substantial part of its business.

4.8   REPUDIATION: The Borrower repudiates this Agreement.

4.9   UNLAWFULNESS: At any time it is or becomes unlawful for the Borrower to
      perform or comply with any material or all of its obligations under this
      Agreement or any of the obligations of the Borrower under this Agreement
      are not or cease to be legal, valid and binding, in either case in any
      material respect.

4.10  In case of an Event of Default, provided such Event of Default has not
      been cured or waived, the Lender shall provide all Confirmed Creditors
      with a written notice specifying the Event of Default. Following such
      notice the Lender shall consult with the Confirmed Creditors with a view
      to curing such Event of Default.

4.11  On and at any time after the occurrence of an Event of Default, provided
      such Event of Default has not been cured or waived, the Lender may, by
      notice to the Borrower declare the Loan due and payable, whereupon it
      shall become due and payable on the date specified by the Lender,
      provided, however, that the date so specified shall not fall before the
      expiry of the Subordination Period.

5.    INTEREST

5.1   Neither the Loan nor any other amount which may be payable hereunder shall
      carry interest before the date on which such amount is due and payable.

5.2   If the Borrower fails to pay an amount payable by it under this Agreement
      on the due date, it shall forthwith on demand by the Lender pay interest
      on the overdue amount from the due date up to the date of actual payment
      at a rate determined by adding a margin of two (2) percentage units to
      STIBOR on the due date. Interest shall be compounded at the end of each
      thirty (30) day period during which the overdue amount remains
      outstanding.


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6.    PAYMENTS

6.1   All payments by the Borrower under this Agreement shall be made for value
      on the due date (at such time as is customary for the settlement of
      transactions in the relevant currency) and in immediately available funds
      to the account at such office or bank as the Lender may designate from
      time to time. Any such designation shall be notified to the Borrower not
      later than five (5) Business Days before the payment is due.

6.2   All payments made by the Borrower under this Agreement shall be made
      without set-off or counterclaim.

6.3   If a payment is due on a day which is not a Business Day, the due date for
      that payment shall instead be the following Business Day.

6.4   A repayment or prepayment of the Loan is payable in Swedish Kronor.
      Amounts payable in respect of costs, expenses and Taxes and the like are
      payable in the currency in which they are incurred.

6.5   If Swedish Kronor is replaced as legal tender in Sweden by the euro, all
      references to Swedish Kronor in this Agreement shall be deemed to be
      references to the euro, provided that the Lender, acting reasonably and in
      good faith and after having consulted with the Borrower, shall determine
      at what time such replacement shall be made for the purpose of this
      Agreement in the event that such replacement includes a transition period.
      In case of any such change of currency, this Agreement shall be amended to
      the extent the Lender specifies to be necessary to reflect the change in
      currency and to put the Lender and the Borrowers in the same position, so
      far as possible, that they would have been in if no change of currency had
      occurred.

7.    WITHHOLDINGS

7.1   All payments to be made by the Borrower hereunder shall be made free and
      clear of any deduction or withholding.

7.2   If the Borrower is required by law to make any deduction or withholding on
      account of Tax or otherwise from any payment to the Lender hereunder, the
      sum due from it in respect of such payment shall be increased to the
      extent necessary to ensure that, after making of such deduction or
      withholding, the Lender receives a net sum equal to the sum which it would
      have received had no deduction or withholding been made.

7.3   This Clause 7 (Withholdings) shall not apply in the case of deductions or
      withholdings to be made with reference to income tax on its overall income
      ultimately due by the Lender by operation of applicable laws.


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8.    INDEMNITIES

8.1   If the Lender receives an amount in respect of the Borrower's liability
      under this Agreement or if that liability is converted into a claim,
      proof, judgement or order in a currency other than the currency in which
      such obligation is due (the "CONTRACTUAL CURRENCY"):

      (a)   the Borrower shall on demand indemnify the Lender as an independent
            obligation against any loss or liability arising out of or as a
            result of the conversion;

      (b)   if the amount received by the Lender, when converted into the
            Contractual Currency at a market rate in the usual course of its
            business, is less than the amount owed in the Contractual Currency,
            the Borrower shall on demand pay to the Lender an amount in the
            Contractual Currency equal to the deficit; and

      (c)   the Borrower shall on demand pay to the Lender any exchange costs
            and Taxes payable in connection with any such conversion.

8.2   The Borrower shall on demand indemnify the Lender against any cost,
      expense, loss or liability, as determined by the Lender, which it incurs
      as a consequence of the occurrence of any Event of Default (taking into
      account, where appropriate, any amounts received by the Lender under
      Clause 5.2).

9.    REPRESENTATIONS AND WARRANTIES

      The Borrower represents and warrants that:

      (a)   it is a limited liability company, duly incorporated and validly
            existing under the laws of Sweden, with full power and authority to
            carry on its business as it is being conducted and to execute and
            perform all of its obligations under this Agreement and all action
            required to authorise such execution and performance has been duly
            taken;

      (b)   the execution and performance of this Agreement will not violate any
            applicable law or regulation or contravene any provision of its
            Articles of Association; and

      (c)   subject to the qualifications in the legal opinions as to matters of
            law in force on the date of this Agreement and not fact, this
            Agreement constitutes its legal, valid and binding obligations
            enforceable in accordance with its terms.


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10.   RESTRICTIONS IN RELATION TO THE LOAN

10.1  The Borrower undertakes that, during the Subordination Period, except as
      expressly permitted by this Agreement or with the prior written consent of
      the Confirmed Creditors, it will not, and will procure that no Subsidiary
      will:

      (a)   pay, prepay or repay, discharge by way of set-off, or acquire, any
            Subordinated Debt;

      (b)   pay interest on any Subordinated Debt;

      (c)   create or permit to subsist, any Security Interest or other
            encumbrance over any of its assets, or give any financial support,
            for any Subordinated Debt; or

      (d)   take or omit to take any action whereby the ranking and/or
            subordination of the Subordinated Debt contemplated by this
            Agreement may be impaired.

10.2  The Lender undertakes that, during the Subordination Period, except as
      expressly permitted by this Agreement or with the prior written consent of
      the Confirmed Creditors, it will not:

      (a)   demand or receive payment, prepayment or repayment, or accept
            discharge by way of set-off, of any Subordinated Debt;

      (b)   demand or receive any payment of interest on any Subordinated Debt;

      (c)   receive or permit to subsist, any Security Interest or other
            encumbrance, or give any financial support, for any Subordinated
            Debt (for the avoidance of doubt, any Security Interest created by
            the Lender over its rights under the Shareholder Loan No. 1A, in
            order to secure the Notes shall not constitute a breach hereunder);

      (d)   assign, transfer or otherwise dispose of any Subordinated Debt to a
            third party, provided, however, that (i) the Lender may assign
            Subordinated Debt to the Parent or a wholly-owned subsidiary of the
            Parent in accordance with Clause 14.2 (provided this is permissible
            under other agreements binding on the Lender), and (ii) the Lender
            may assign its rights under the Shareholder Loan No. 1A by way of
            security to Trustee on behalf of the Noteholders; or

      (e)   commence any proceedings against the Borrower or any Subsidiary in
            respect of any Subordinated Debt (including, without limitation,
            applying for enforcement of any amount outstanding or for the

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            liquidation, bankruptcy or re-organisation of the Borrower or any
            Subsidiary).

11.   SUBORDINATION IN CASE OF INSOLVENCY

11.1  In an insolvency or bankruptcy of the Borrower or any Subsidiary initiated
      during the Subordination Period, the Lender shall endeavour to procure
      that any distributions with respect to the Subordinated Debt by the
      bankruptcy administrator or liquidator, or any other person making the
      distribution, are made to the Senior Creditors to the extent necessary to
      repay all the Senior Debt in full.

11.2  Any release, discharge or settlement between Lender and the Senior
      Creditors (or any of them) shall be conditional upon no security,
      disposition or payment to any Senior Creditor being void, set aside or
      ordered to be refunded pursuant to any law relating to bankruptcy,
      liquidation or insolvency, or for any other reason whatsoever, and if such
      condition shall not be fulfilled the Senior Creditors shall be entitled to
      enforce this Agreement subsequently as if such release, discharge or
      settlement had not occurred and any such payment had not been made.

12.   REDISTRIBUTION OF PAYMENTS

12.1  In the event that any payment in respect of Subordinated Debt is received
      by the Lender, in cash or in kind, by way of set-off or otherwise, in
      violation of this Agreement, the Lender shall hold such payment, up to the
      amount of the Senior Debt, separated and for the account of the Senior
      Creditors, and promptly pay and distribute it to the Senior Creditors for
      application towards the Senior Debt.

12.2  If the Senior Debt is partially paid out of any proceeds received in
      respect of or on account of any Subordinated Debt, the Lender will not be
      entitled to exercise any subrogation right to the Senior Debt until the
      Senior Debt has been irrevocably paid and discharged in full.

13.   FURTHER ASSURANCES OF SUBORDINATION

13.1  The Borrower and the Lender shall enter into Confirmations of
      Subordination with the other lenders to the Borrower from time to time to
      confirm that such lenders have the benefit of the subordination provisions
      in this Agreement and qualify as "Confirmed Creditors" hereunder.

13.2  Each of the Lender and the Borrower undertakes, at its own expense, from
      time to time, upon reasonable request, to do all such acts and execute all
      such

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      documents as may be necessary for giving full effect to the subordination
      of the Subordinated Debt to the Senior Debt as envisaged by this Agreement
      and securing to the Senior Creditors the full benefit of the rights,
      powers and remedies conferred upon them in this Agreement.

14.   ASSIGNMENT

14.1  The Borrower may not assign, transfer, novate or dispose of any of, or any
      interest in, its rights and/or obligations under this Agreement.

14.2  The Lender may at any time assign all or any part of its rights and
      obligations under this Agreement to the Parent or a wholly-owned
      subsidiary of the Parent which adheres to this Agreement (if such
      subsidiary ceases to be so owned, the rights and obligations shall be
      reassigned to the Lender), provided this is permissible under other
      agreements binding on the Lender.

15.   MISCELLANEOUS

15.1  No amendment to this Agreement shall be effective against any party unless
      made in writing and signed by such party.

15.2  No delay or omission in exercising any powers or privileges hereunder
      shall be construed as a waiver thereof or an acquiescence therewith. Any
      exercise of any part of the rights shall not preclude subsequent
      enforcement of any such rights which have not, or have not fully, been
      exercised.

16.   NOTICES

16.1  All notices or other communications under or in connection with this
      Agreement shall be in the English language and be given by letter or by
      telefax (and, in the case of telefax, confirmed by letter). Any such
      notice will be deemed to be given as follows:

      (a)   if by letter, when delivered to the address notified in accordance
            with Clause 16.3; and

      (b)   if by telefax, when received.

16.2  Any notice received on a non-working day or after business hours in the
      place of receipt will only be deemed to be given on the next working day
      in that place.

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16.3  The address and telefax number of each party for all notices under or in
      connection with this Agreement are:

      The Lender:      Preem Holdings AB (publ)
                       Attention: Richard Ohman
                       Biblioteksgatan 29
                       P.O. Box 5785
                       SE-114 87 Stockholm
                       Sweden
                       Telephone: +46 8 614 13 00
                       Telefax: +46 8 614 13 14

      The Borrower:    Preem Petroleum AB
                       Attention: Chief Financial Officer
                       Sandhamnsgatan 51
                       P.O. Box 27800
                       SE-115 90 Stockholm
                       Sweden
                       Telephone: +46 8 450 10 00
                       Telefax: +46 8 450 10 55

      or any other address notified by one party to the other parties by not
      less than five (5) Business Days' notice.

17.   GOVERNING LAW AND JURISDICTION

17.1  This Agreement shall be governed by and construed in accordance with
      Swedish law.

17.2  The courts of Sweden shall have non-exclusive jurisdiction over matters
      arising out of or in connection with this Agreement. The City Court of
      Stockholm shall be court of first instance.

                                -----------------

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IN WITNESS WHEREOF, this Agreement has been signed in two (2) originals, of
which the parties have received one each.


PREEM HOLDINGS AB (publ)
as Lender


/s/ Karim Karaman                  /s/ Lars Nelson
------------------------           ---------------------------
Name: Karim Karaman                Name: Lars Nelson


PREEM PETROLEUM AB
as Borrower


/s/ Richard Ohman                  /s/ Lars Nelson
------------------------           ---------------------------
Name: Richard Ohman                Name: Lars Nelson




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                                                                      SCHEDULE 1


                                FORM OF LOAN NOTE



PRINCIPAL AMOUNT: SEK [AMOUNT]

The principal amount set out above (the "LOAN") is on the date hereof owed by us
to Preem Holdings AB (publ) (the "LENDER") or order. The terms and conditions
for the Loan are set out in Shareholder Loan Agreement No. 1B entered into
between ourselves and the Lender on 10 April 2001 (the "AGREEMENT").

The Loan is subordinated to all other indebtedness owed by us from time to time,
except for other Subordinated Debt and Shareholder Loan No. 1 A, as defined in
the Agreement, and does not carry any interest before the due date. The Loan may
only be accelerated in special circumstances and subject to a waiting period of
one hundred and seventy nine (179) days, all as more fully set out in the
Agreement. The Loan may be partially converted into conditional capital
contributions if required to avoid the liquidation of the Borrower.

We confirm that we have no right of set-off or counterclaim that may reduce the
amount payable by us in respect of the Loan.

The Loan shall be evidenced by this loan note, which is subject to all terms and
conditions of the Agreement.

This loan note and the Agreement are governed by Swedish law.


Date: [DATE]

PREEM PETROLEUM AB


---------------------------        ----------------------
Name:                              Name:


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                                                                          2(2)
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                                                                      SCHEDULE 2


                      FORM OF CONFIRMATION OF SUBORDINATION



This CONFIRMATION OF SUBORDINATION is entered into in connection with the
Shareholder Loan Agreement No.1B entered into between Preem Holdings AB (publ)
(the "JUNIOR LENDER") and Preem Petroleum AB (the "BORROWER") on 10 April 2001
(the "AGREEMENT"). Terms defined in the Agreement shall have the same meanings
when used herein.

The Agreement contains provisions to the effect that the Loan shall during the
Subordination Period be subordinated to the Borrower's other indebtedness,
except other Subordinated Debt and Shareholder Loan No. 1A. The Agreement also
provides the Senior Creditors to the Borrower with certain rights as Confirmed
Creditors, provided they have entered into Confirmations of Subordination.
[NAME] (the "SENIOR LENDER") is a lender to the Borrower and has requested to
have the benefit of the rights conferred upon the Confirmed Creditors in the
Agreement.

The parties hereby agree that the Senior Lender shall have the benefit of all
rights conferred upon the Confirmed Creditors as Senior Creditors in the
Agreement. All indebtedness owed by the Borrower to the Senior Lender shall
constitute Senior Debt under the Agreement. The parties further agree that any
amendment of, variation or modification to, or termination of, the Agreement
(including the waiver of any right under the Agreement) shall require the prior
written consent of the Senior Lender.

The address and telefax number of the Senior Lender for all notices under or in
connection with this Confirmation of Subordination are:

              [ADDRESS]
              Attention: [TITLE]
              Telephone: [NUMBER]
              Telefax: [NUMBER]

or any other address notified by the Senior Lender to the other parties by not
less than five (5) Business Days' notice. The addresses and telefax numbers of
the Junior Lender and the Borrower are set out in the Agreement.

All notices or other communications under or in connection with this
Confirmation of Subordination shall be in the English language and be given by
letter or by telefax (and, in the case of telefax, confirmed by letter). Any
such notice will be deemed to be given, if by letter, when delivered to the
address notified in accordance with the above, and, if by telefax, when
received. Any notice received on a non-working day or after business hours

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                                                                          2(2)
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in the place of receipt will only be deemed to be given on the next working day
in that place.

This Confirmation of Subordination shall be governed by and construed in
accordance with Swedish law. The courts of Sweden shall have non-exclusive
jurisdiction over matters arising out of or in connection with this Confirmation
of Subordination. The City Court of Stockholm shall be court of first instance.


Date: [DATE]

PREEM PETROLEUM AB                 PREEM HOLDINGS AB (publ)
as Borrower                        as Junior Lender


---------------------------        ---------------------------
Name:                              Name:


--------------------------         ----------------------------
Name:                              Name:


[NAME]
as Senior Lender


---------------------------
Name:


---------------------------
Name: