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                                                                  EXHIBIT 10.9

Scanlube Shareholders' Agreement, dated as of November 22, 1995, by and
between Preem Petroleum AB (formerly OK Petroleum AB) and Hydro Texaco
Holdings A/S


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                             SHAREHOLDERS' AGREEMENT


     Agreement made this 22nd day of November, 1995, by and between Hydro
Texaco Holdings A/S, a Danish corporation with offices at Parken, Oster Alle
48, 2100 Copenhagen 0, Denmark ("Holdings") and OK Petroleum AB, a Swedish
corporation with offices at Sandhamnsgatan 51, S-115 90 Stockholm, Sweden,
("OKP").

                           ARTICLE 1 - SUBJECT MATTER
                                  AND OBJECTIVES

1.1        Holdings and OKP intend to form a joint venture in the form of a
           Swedish limited liability company, to be named Goteborgs
           Smorjmedelsfabrik Aktiebolag (Scanlube) (the "Company"), which
           will be owned as to 50% of share capital each by Holdings and OKP.

1.2        The business operations of the Company (the "Business") commencing
           on the Effective Date, shall be to acquire base oils, additives,
           labels, packages and other supplies related to the production of
           lubricants, and thereafter produce, package and sell lubricants to
           each of the Shareholders, their Affiliates and Affiliates of Texaco
           Inc. and Norsk Hydro a.s following orders from the Shareholders.

                           ARTICLE 2 - DEFINITIONS

     For the purpose of this Agreement:

2.1        "Affiliate" means, as to any entity, any company owned, directly
           or indirectly, as to more than 50% of voting capital stock, or the
           equivalent interest in a partnership, by that entity. For purposes
           of this Agreement other than Article 16.2, Affiliates of Holdings
           shall be deemed to include Affiliates of Texaco Inc. and Norsk
           Hydro a.s. For purposes of Article 16.2 only, Affiliates of OKP
           shall include Corral Petroleum AB.

2.2        "Countries" means Sweden, Norway, Denmark (including Greenland and
           the Faroe Islands) and Iceland.

2.3        "Effective Date" means December 1, 1995.

2.4        "SEK" or "Kronor" means the currency of Sweden.


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2.5        "Shareholders" means Holdings and OKP and any other entity who
           becomes a party to this Agreement in accordance with the
           provisions hereof.

2.6        "Oleum" means Oleum Marketing AB, a Swedish corporation
           wholly-owned by OKP.

2.7        "Third Party" means an entity other than Shareholders, their
           Affiliates, and Affiliates of Texaco Inc. and Norsk Hydro a.s.

                            ARTICLE 3 - APPROVALS


3.1        As expeditiously as possible, the Shareholders will prepare and
           file a joint application on Form A/B to the Directorate General of
           Competition of the Commission of the European Union ("DG-IV") for
           clearance of the transactions contemplated by this Agreement, in
           form mutually satisfactory to the Shareholders. The Shareholders
           will thereafter cooperate in responding to information requests
           and other communications from DG-IV as expeditiously as possible.

3.2        In the event DG-IV either (a) advises the Shareholders that the
           venture contemplated by this Agreement will be denied an exemption
           pursuant to Article 85(3) of the Treaty of Rome, or (b) seeks to
           impose changes which will materially and adversely affect the
           venture contemplated by this Agreement, the Shareholders shall
           meet and attempt to negotiate a solution which will meet the
           objections raised by DG-IV while preserving the economic benefits
           of the venture to the Shareholders. If no such solution has been
           agreed upon within three (3) months from the receipt of advice
           from DG-IV, either Shareholder shall be entitled to give the
           other three (3) months' notice of termination of this Agreement in
           which case the transactions contemplated by Article 4 below shall
           be reversed, such that OKP shall refund to Holdings all monies
           invested by Holdings in the Company, less depreciation, and
           Holdings shall convey all of its shares in the company to OKP. The
           Shareholders shall in such case attempt to negotiate a supply
           agreement on terms which would preserve the economic benefit of the
           venture to both Shareholders.

3.3        As expeditiously as possible the Shareholders will prepare and
           file a joint application on form K 2 to the Swedish Competition
           Authority for clearance of the acquisition by Holdings of 50% of the
           shares in the Company. In the event that the transaction is not
           cleared by the Competition Authority or is subjected to


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           changes which will materially and adversely affect the venture
           contemplated by this Agreement, the Shareholders shall meet and
           attempt to negotiate a solution which will meet the objections
           raised by the Competition Authority or the competent Swedish
           Courts while preserving the economic benefits of the venture to the
           Shareholders. Article 3.2 applies to time limits, procedures and
           effects mutatis mutandis.

3.4        As expeditiously as possible the Shareholders will prepare and
           file a joint application on form K 1 to the Swedish Competition
           Authority for clearance of the transactions contemplated by this
           Agreement including the exclusive Trademark License and
           Distribution Agreement in order to achieve legal security as far
           as Swedish law is concerned should the DG-IV deny this Agreement
           an exemption pursuant to Article 85(3) of the Treaty of Rome or
           offer only a "comfort letter." In the event that the transaction
           is not cleared by the Competition Authority or is subjected to
           changes which will materially and adversely affect the venture
           contemplated by this Agreement, the Shareholders shall meet and
           attempt to negotiate a solution which will meet the objections
           raised by the Competition Authority or the competent Swedish
           Courts while preserving the economic benefits of the venture to the
           Shareholders. Article 3.2 applies to time limits, procedures and
           effects mutatis mutandis.

                         ARTICLE 4 - VENTURE FORMATION


4.1        The actions described in this Article 4 shall be commenced
           immediately upon the filing referred to in 3.1 above and shall be
           completed as soon as possible and in no event later than January
           15, 1996.

4.2        It is contemplated that the Company will be formed by changing the
           name and ownership of OK Mellansverige Fastighets AB, a company
           which at the time of execution of this Agreement was wholly-owned
           by OKP and was not engaged in any form of trading or business. Any
           reference to Company shall be understood to be a reference to the
           said OK Mellansverige Fastighets AB.

4.3        OKP shall cause the name of the Company to be changed to
           Goteborgs Smorjmedelsfabrik Aktiebolag (Scanlube), and shall
           cause the By-Laws of the Company to be amended to the form
           attached as Exhibit 1 (Swedish original and English translation).
           OKP shall file all such changes and amendments with the Patent and
           Registration Office for registration. In the event the name
           Goteborgs Smorjmedelsfabrik Aktiebolag (Scanlube) is not available,


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           the Shareholders shall agree on another name for the Company.

4.4        OKP shall procure transfer to the Company, at fully depreciated
           nil value, of the following assets, hereinafter referred to as the
           "Plant," as existing on the date of this Agreement in the
           lubricant production division of Oleum.

               -   Buildings and land facilities, appendix 1
               -   Machinery and equipment, appendix 1
               -   Lease to the land site, appendix 2
               -   Leasing agreements, appendix 2

4.5        OKP shall procure that the Company offer employment, on the same
           terms and conditions and with the same benefits, to all of the
           employees of Oleum presently employed at the Plant as listed in
           appendix 3, effective as of the Effective Date. Until the
           Effective Date, such employees shall continue to be employed by
           Oleum.

4.6        OKP shall cause the share capital of the Company to be increased to
           SEK 100,000 (One hundred thousand Kronor), divided into 1000
           shares, each having a par value of SEK 100 (One hundred Kronor),
           and each having equal voting and equity rights.

4.7        OKP shall transfer to Holdings 500 shares of the stock of Company,
           for which Holdings shall pay SEK 50,000 (Fifty thousand Kronor)
           in immediately available funds on the date of transfer. The
           capital of the Company will then be held in the following
           proportions:

                             Holdings      50%
                             OKP           50%

4.8        Prior to the Effective Date, the Shareholders shall agree on a
           Business Plan which will provide, INTER ALIA, for the Company's
           initial needs for investment and working capital, including
           without limitation, an initial subordinated loan by each Shareholder
           in the amount of SEK 10,000,000 (Ten million Kronor), and a bank
           line of credit in the amount of SEK 10,000,000 (Ten million
           Kronor), to be guaranteed by Shareholders if necessary.

4.9        OKP shall procure that Oleum shall transfer at book value all raw
           materials, semi-finished and finished products inventory at hand
           at the Plant as of the Effective Date. Further, OKP shall transfer
           the payables from Oleum related to Scanlube's ongoing business at
           hand as of the Effective Date. Receivables from Oleum prior to the


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           Effective Date shall remain the property of Oleum.

4.10       Holdings shall have the right to sell to the Company at
           replacement cost value a volume of base oils and additives and
           finished products related to Holdings discontinued lubricants
           manufacturing business on a schedule to be agreed between Company
           and Shareholders based on the needs of the business.


                           ARTICLE 5 - COMMENCEMENT
                                 OF OPERATIONS
                           ------------------------

5.1        The Shareholders intend that the Company will commence operation
           pursuant to this Agreement and the Operating Agreement provided
           for in Article 10.2 below on the Effective Date.

5.2        Prior to the Effective Date, the Plant shall remain under the
           management and operation of Oleum, and OKP shall procure that the
           Plant is operated by Oleum in a manner consistent with prior
           business practices, in full compliance with all applicable laws
           and regulations and contracted obligations. No substantial change
           in the operation of the Plant shall take place without the consent
           of Holdings, except in order to meet emergency situations when
           there is no opportunity to consult Holdings.


                    ARTICLE 6 - REPRESENTATIONS AND WARRANTIES

6.1        OKP represents and warrants to Holdings that as to the period
           August 12, 1994 through the Effective Date, except with regard
           to matters mutually agreed upon in writing by Holdings and OKP:

           (a)  The Plant will be in the same physical and operating condition
                on the Effective Date as at the beginning of such period,
                reasonable wear and tear and changes consented to by
                Holdings excepted.

           (b)  Throughout such period, the Plant's machinery and equipment
                will have received such normal maintenance and extraordinary
                repairs as may have been scheduled or required.

6.2        Holdings will undertake an inspection of the Plant and notify OKP
           not later than one month after the Effective Date of any material
           deviation from the physical and operational condition under 6.1(a)
           and (b) above. Thereafter, OKP makes no further representations or
           warranty with respect to Article 6.1.


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6.3        OKP represents and warrants to Holdings that as of the Effective
           Date:

           (a)  No lien, pledge, mortgage, charge or other encumbrance has
                been placed or asserted against the Plant, nor against Oleum
                which may affect title to the Plant, by any third party
                whatsoever. Oleum has good title and is able to convey good
                title to the assets and leasehold interests comprising the
                Plant.

           (b)  Company is a Swedish stock corporation (aktiebolag) in good
                standing.

           (c)  Company has no outstanding or contingent liabilities to any
                third party whatsoever.

           (d)  OKP has good title and is able to convey good title to the
                shares of Company.

                        ARTICLE 7 - BOARD OF DIRECTORS,
                        MANAGING DIRECTOR AND AUDITORS

7.1        The Board of Directors of the Company (the Board) shall consist of
           six (6) Directors. Holdings shall nominate three (3) Directors(s),
           and OKP shall nominate three (3) Director(s), all of them to be
           appointed by the General Meeting of the Shareholders. The Managing
           Director of the Company shall not be a Director, but shall have
           the right to attend and be heard at meetings of the Directors. The
           first Managing Director shall be Mr. Hans Lycke.

7.2        Any Shareholder may request the removal of a Director nominated by
           it and may nominate a new Director to replace such Director.

7.3        The Board shall elect one of its members to be the Chairman and
           one member to be Vice Chairman. The first Chairman shall be
           nominated by Holdings and the first Vice Chairman shall be
           nominated by OKP. Nominations for Chairman and Vice Chairman shall
           be rotated among the Shareholders on an annual basis. The Chairman
           shall not have a casting vote. Nominations shall be made in
           consultation between the Shareholders.

7.4        The Shareholders shall appoint not more than two auditors, each of
           whom shall be an authorized auditor (auktoriserad revisor). The
           Shareholders shall use their best efforts to agree on the
           nomination of auditors. Failing such agreement, each party shall
           have the right


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           to nominate one auditor, to be appointed by the General Meeting of
           the Shareholders.

7.5        Each Shareholder shall have the right, for its own account, to
           audit the books of the Company through an authorized auditor or
           its own internal auditors. Such auditor shall report his findings
           to the Shareholders.

7.6        The Shareholders undertake to vote at the Shareholders' Meetings in
           accordance with nominations or requests for removal pursuant to
           the provisions of this Article 7.

                ARTICLE 8 - MEETINGS OF THE BOARD OF DIRECTORS

8.1        The Board of the Company constitutes a quorum only if at least one
           Director nominated by Holdings and one Director nominated by OKP
           are present.

8.2        A Director shall not be disqualified to participate in decisions
           regarding agreements or arrangements between the Company and
           either of the Shareholders or an Affiliate of either of the
           Shareholders or an Affiliate of Texaco Inc. or Norsk Hydro a.s.

8.3        Meetings of the Board shall be held in a language understood by
           all Directors and minutes shall be kept both in Swedish and in
           English.

                 ARTICLE 9 - UNANIMITY FOR CERTAIN RESOLUTIONS

9.1        Notwithstanding the provisions of the By-Laws or the Swedish
           Companies Act, unanimity shall be required among the Shareholders
           at Shareholders' Meetings or among all Directors of the Board as
           regards the following matters:

           (a) Amendments of the By-Laws;

           (b) Changes in the share capital as set out in the By-Laws or the
               registered share capital, the issuance of shares or the
               issuance of convertible promissory notes, promissory notes
               combined with an option to subscribe shares and profit share
               certificates;

           (c) Distribution of dividends;

           (d) Appointment of the Managing Director of the Company;

           (e) Formation or acquisition of a new business or extension of the
               Company's current business where such acquisition or extension
               is material;

           (f) Close-down or sale of any material business of the Company;

           (g) Sale or acquisition of material tangible or intangible assets;


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           (h) Substantial borrowings and pledging of security;

           (i) Appreciation of fixed assets;

           (j) Loans and Guarantees from the Company to a Shareholder;

           (k) Capital contributions to the Company from the Shareholders in
               excess of what has been stipulated in this Agreement;

           (l) Agreements between a Shareholder and the Company according to
               Article 9.4 of this Agreement;

           (m) Voluntary liquidation;

           (n) Approval of the annual budget including investments;

           (o) Approval of the annual operating plan;

           (p) Sale of lubricants and related products to Third Parties; and

           (q) Contract blending of lubricants and related products for Third
               Parties except as provided in Article 9.2.

           (r) Manufacture of products other than lubricants.

9.2        OKP shall have the right to conclude separate business agreements
           with Svenska Lantmannen and/or OK Marknadsservice under which OKP
           will have the right to manufacture lubricants at the Plant on
           behalf of these companies on the same terms and conditions as the
           Shareholders.

9.3        Notwithstanding any requirement for unanimity, this shall not
           prevent a Shareholder from, after having consulted with the other
           Shareholders and provided that the Company's normal current
           business is not adversely affected thereby, and provided further
           that the other Shareholders' benefit from the Business is not
           adversely affected thereby, carrying out a separate sole risk
           investment within the Company, financed through contributions or
           subordinated loans from that Shareholder. The Shareholder not
           participating in such a sole risk investment shall have the right
           to reverse its decision and participate in the investment,
           provided that such non-participating Shareholder shall notify the
           participating Shareholder before the investment is completed and
           shall pay to the original participating Shareholder an amount
           equal to five per cent (5%) of the investment value, but not less
           than SEK 50,000 (Fifty thousand Kronor).

9.4        It is the aim of the Company to produce and sell lubricants of
           such formulations as will be purchased by both Shareholders. In
           the event that a Shareholder would find that a material economic
           benefit could be derived from changing


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           one or more formulations, it may suggest such a change to the
           other Shareholder. If the Shareholders cannot agree on such a
           change of formulations, the Company shall produce and sell
           products of such new formulations to the Shareholder requesting
           the change while continuing production and sales under current
           formulations to the other Shareholder. Any net extra costs
           incurred by the Company in connection with the production and
           sales of such different formulations shall be borne by the
           Shareholder requesting the change.

           If the Shareholders cannot agree on the amount of the extra costs
           incurred by the Company in connection with the production and
           sales of such different formulations, either Shareholder may
           declare that a dispute exists and refer it for resolution under
           Article 24 below.

9.5        All agreements or other economic relations between a Shareholder,
           or an Affiliate of a Shareholder on one side and the Company on
           the other side, shall be made on arm's length commercial terms and
           conditions, except as specified in the Operating and Supply
           Agreement. Such agreements or relations, if material, shall be
           discussed by the Board of the Company.

                            ARTICLE 10 - ACTIVITIES

10.1       Unless otherwise set forth in this Agreement or agreed by the
           Board, the Company will conduct no other activities than the
           Business.

10.2       A separate operating and Supply Agreement shall be concluded
           between the Company and Shareholders. Such Operating and Supply
           Agreement shall contain provisions regarding budgeting, payments
           and cost calculations as well as guidelines for the conduct of the
           business operations of the Company. Such Operating and Supply
           Agreement shall, when executed, be attached to and become a part
           of this Agreement. In case of any inconsistency between this
           Agreement and the Operating and Supply Agreement, this Agreement
           shall control.

10.3       As soon as possible after the Operating and Supply Agreement has
           been concluded, Holdings and OKP shall prepare any and all
           necessary economic projections and studies required for the
           Business, together with any and all required applications for
           licenses, registrations and approvals.


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                 ARTICLE 12 - ASSIGNMENT AND LICENSE AGREEMENT

12.1       OKP shall procure the assignment from Oleum to the Company of all
           agreements in force as of the Effective Date for the supply of raw
           materials and packaging to the Plant, and the leases and contracts
           listed in Article 4.4 above.

12.2       The following agreements shall be entered into between company and
           the Shareholders, their Affiliates or Affiliates of Texaco Inc.,
           with effect as of the Effective Date.

                  (a) Operating and Supply Agreement as provided in
                      Article 10.2.

                  (b) Supplemental Agreement as to Environmental Liabilities
                      among Company and Shareholders.

                  (c) Lubricating Oil Technology License Agreement between
                      Company and Texaco Development Corporation.

                  (d) Trademark License and Distribution Agreement


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                      between OKP and Texaco International Trader Inc.

                  (e) Manufacturing Technical Service Agreement between
                      Company, OKP and Texaco Limited.

                  (f) Marketing Technical Services Agreement between OKP and
                      Texaco Limited.

                  (g) Direct Order Taking Service Agreement among Company,
                      OKP and Oleum.

                  (h) Service Agreement (Information Technology) between
                      Company and Oleum.

                         ARTICLE 13 - REQUIRED PERMITS,
                            LICENSES AND APPROVALS

13.1       It shall be the responsibility of the Company to obtain and to
           secure the the continuation or renewal of all required permits,
           licenses and approvals for the Business. The Shareholders shall
           provide their best efforts to assist the Company in obtaining and
           securing the same.

               ARTICLE 14 - COMMERCIAL POLICY AND FINANCING

14.1       The activities of the Company shall be carried out in accordance
           with sound business principles with the aim of reduction of costs
           of operations, taking into consideration the provisions of this
           Agreement. The profits resulting from the activities of the Company
           shall be used for such appropriations to reserves and funds as are
           prescribed by the laws of Sweden, or otherwise should reasonable be
           made in accordance with internationally accepted accounting
           practices and good business standards, and to the extent not
           needed for such purposes within the discretion of the Directors of
           the Company, for dividends to the Shareholders. This Company shall
           carry adequate policies of insurance to cover its assets and
           potential liabilities.

14.2       Subject to Article 9.3 hereof, all costs for the operations of the
           Company, including but not limited to costs for financing,
           administrative overhead, services from Texaco Limited (which
           include license fees to Texaco Development corporation), and from
           Texaco Services (Europe) Ltd. and Oleum, shall be covered by the
           Shareholders, except that no license fees under the agreements
           listed in Article 12.2 shall be included in computing costs
           related to the

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           production of rape seed oils. The Company shall procure raw
           materials and services at competitive conditions and at arm's
           length. Revenues from sales of products or services to Third
           Parties, if any, shall reduce the costs so to be covered by the
           Shareholders. Detailed provisions as to the application of these
           principles shall be set out in the Operating and Supply Agreement.

14.3       Contributions to the equity of the Company shall be borne by the
           the Shareholders in proportion to share capital in the Company.


                             ARTICLE 15 - ACCOUNTING

15.1       All operations and activities of the Company, including
           accounting, taxation, and record keeping shall be in strict
           accordance with the requirements of the applicable European Union
           and Swedish law, rules and regulations.

15.2       The Company shall render to the Shareholders:

           (a) (i) unaudited quarterly reports of revenue and expense; (ii) a
               report of assets, liabilities, retained earnings or losses and
               net shareholders equity; and (iii) a statement of changes in
               financial position no more than thirty (30) days after the close
               of each fiscal quarter; and

           (b) (i) an income statement; (ii) a balance sheet; and (iii) an
               administration report, all prepared in accordance with
               applicable Swedish law on annual reports and applicable generally
               accepted accounting principles and examined in accordance with
               applicable law on annual reports and applicable generally
               accepted auditing standards by the auditor(s) of the Company no
               more than one hundred and twenty (120) days after the close of
               its fiscal year.

                       ARTICLE 16 - TRANSFER OF SHARES

16.1       Except as provided below, the Shareholders shall not be entitled to
           transfer, pledge, encumber in any way or sell all or part of their
           respective shares in the Company or to assign or pledge their
           respective rights and obligations under this Agreement.

16.2       A Shareholder may, at any time, transfer all, but not less than
           all, of its shares to an Affiliate. A condition of such transfer
           shall be that the transferee Affiliate


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           agrees to assume all rights and obligations of the transferring
           Party. The Shareholders further agree that they will not transfer
           the shares of any transferee Affiliate in such a manner as to
           defeat the pre-emption right set forth in Article 16.3 below.

16.3       A Shareholder wishing to sell shares in Company may after the year
           2000 sell, all but not less than all, of the shares owned by it.
           Such selling Shareholder shall then first offer the shares for
           pre-emption to the other Shareholders pursuant to the following
           provisions.

           (a) Notwithstanding the provisions below, a transfer of shares in
               the Company to a Third Party shall not take place without the
               consent of the other Shareholder. Such consent shall be given
               unless, in the reasonable opinion of the other Shareholder it
               is shown that there are material reasons to assume that the
               assignee does not have the ability or desire to abide by this
               Agreement.

           (b) A Shareholder (the "Offeror") wishing to offer shares as
               aforesaid shall so notify the Chairman of the Board in writing
               stating the price and other terms for the proposed sale. The
               Chairman shall notify the other Shareholder (the "Offeree")
               about the offer in writing. The Offeree shall notify the
               Chairman and the Offeror within one month of receipt of such
               notification as to whether the Offeree intends to exercise its
               pre-emption right.

           (c) In the event the Offeree has notified the Chairman in a timely
               manner of its intention to exercise its pre-emption right, and
               the Shareholders cannot agree on the redemption price, the
               price shall be the fair market value at the time of
               redemption, taking into account any bona fide offer which may
               exist, as decided by one independent auditor appointed by the
               Arbitration Institute of the Stockholm Chamber of Commerce
               from one of the following accounting firms, Price Waterhouse,
               KPMG, Coopers & Lybrand, Ernst & Young or Arthur Andersen.
               Such auditor shall make his determination within sixty (60)
               days of his appointment. The determination shall be final and
               binding.

           (d) Within one week following such decision by the independent
               auditor, the Offeror shall have the right to withdraw the
               offer by written notice to the Chairman who shall so notify
               the Offeree.


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           (e) In the event that the Offeror has not notified the Chairman
               as provided in the preceding paragraph but the Offeree has not
               notified the Chairman of its intention to exercise its
               pre-emption right or the Offeree has not exercised its
               pre-emption right within one month after the price has been
               decided by the auditor as aforesaid, then the Offeror shall be
               entitled to sell the shares, within two months thereafter, to
               any Third Party and provided that such Third Party agrees to
               be bound by this Agreement as provided in clause (h) below. If
               such sale does not take place within such two-month period,
               the right of pre-emption is restored.

           (f) Should a sale to a Third Party take place at a lower price than
               that offered in the aforesaid first notice to the Chairman or
               than the price decided by the independent auditor, then the
               Offeree shall be entitled to redeem the shares so sold at such
               lower price within one month after the Offeree has become
               aware of such sale and the Offeror shall be obliged to inform
               the Offeree of such sale and the price therefor. The
               Shareholders undertake to incorporate conditions to this
               effect in any sales agreement with a third party.

           (g) The aforesaid provisions shall, where relevant, apply also as
               regards subscription and participation rights.

           (h) The selling Shareholder shall ascertain that the buyer assumes
               all rights and obligations of the selling Shareholder under
               this Agreement in lieu of such selling Shareholder.

           (i) The provisions of this Article 16 shall, as between the
               Shareholders, apply in lieu of Section 11 of the By-Laws.

16.4       OKP shall have the right, notwithstanding the other provisions of
           this Article 16, to transfer a total of less than one-half of its
           shares in the Company to Svenska Lantmannen ("SLR") and/or to OK
           Marknadservice ("OKM"). If so, SLR and/or OKM shall have the
           status of Shareholders under this Agreement with a PRO RATA share,
           but OKP and SLR and/or OKM shall jointly exercise their voting
           rights at Shareholders' meetings and any other right to vote,
           appoint or nominate. In the event of such transfer, OKP shall
           unconditionally guaranty the full performance by SLR and/or OKM of
           all of their obligations under this Agreement. A condition of such
           transfer shall


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           be that SLR and/or OKM grant to OKP an irrevocable proxy for all
           of their voting rights as Shareholders.

                           ARTICLE 17 - COMPETITION

17.1       Except as provided in Article 11.1 above, the Shareholders agree
           not to produce lubricants in the Countries through other channels
           than the Company, it being recognized that it will be necessary to
           locally purchase or import greases and other lubricants and
           specialty products which the Plant is unable to produce or which
           the Shareholders reasonably agree cannot be economically produced
           at the Plant.

                         ARTICLE 18 - CONFIDENTIALITY

18.1       It is recognized that each Shareholder will, in the course of
           performance under this Agreement, come into possession of
           confidential and proprietary information of the Company. Each
           Shareholder shall maintain such information in the strictest
           confidence, shall not reveal such information to any party unless
           required by law or by the regulations of any recognized stock
           exchange, and shall not use such information for the purpose of
           competition with the Company in any market.

18.2       It is recognized that each Shareholder may, in the course of
           performance under this Agreement, come into possession of
           confidential and proprietary information of each other. To the
           extent not governed by other agreements among the Shareholders and
           their Affiliates, each Shareholder shall maintain such information
           in strictest confidence, shall not reveal such information to any
           party unless required by law or by the regulations of any
           recognized stock exchange, and shall not use such information for
           any purpose other than that intended by this Agreement.

18.3       The Shareholders shall ensure that the Company imposes upon all
           its employees to whom secret or confidential information may be
           disclosed to keep any such information secret and confidential.

                              ARTICLE 19 - TERM

19.1       This Agreement shall enter into force upon the execution hereof by
           Holdings and OKP and shall, subject to Article 22.1, remain in
           force until 31st December 2010, except that it may be terminated
           as of 31st December 2000 or any later date by any Shareholder
           giving the other Shareholder written notice not less than twelve
           (12)


                                     -15-


<Page>

           months before such dates. This Agreement may be extended beyond
           31st December 2010 by mutual agreement of the Shareholders.

19.2       Should this Agreement be terminated as set forth in Article 19.1
           above and no understanding as to the future operations of the
           Company can be reached between the Shareholders, then the Company
           shall be wound up and its assets distributed between the
           Shareholders in proportion to their respectively ownership of
           shares in the Company.

                               ARTICLE 20 - NOTICES

20.1       All notices, requests, demands and other communications under this
           Agreement shall be in writing, and shall, be deemed to have been
           duly given if forwarded by first-class registered or certified
           mail (including courier service), telefax, or hand delivery as
           follows:

           If to OKP, to        OK Petroleum AB
                                Sandhamnsgatan 51
                                115 90 Stockholm
                                Sweden
                                Att.: President
                                Phone:  (46-8) 450-1000
                                Fax:    (46-8) 661-8749

           If to Holdings, to   Hydro Texaco Holdings A/S
                                Parken
                                Oster Alle 48
                                2100 Copenhagen O
                                Denmark
                                Att.: Managing Director
                                Phone:  (45-39) 47 80 00
                                Fax:    (45-39) 47 83 71

           or to such other address as a Shareholder may specify from time to
           time in writing.

20.2       Notice shall be effective upon receipt.

                              ARTICLE 21 - LANGUAGE

21.1       The language of this Agreement is English. Any document or
           communications hereunder shall, unless otherwise agreed, be in the
           English language.

                    ARTICLE 22 - AMENDMENTS TO THE AGREEMENT

22.1       Any amendment to this Agreement must be in writing and signed by
           the Shareholders in order to be binding.


                                     - 16 -
<Page>

                           ARTICLE 23 - GOVERNING LAW

23.1       This Agreement shall be governed by the laws of Sweden.

                       ARTICLE 24 - SETTLEMENT OF DISPUTES

24.1       The Shareholders are committed to the avoidance of dispute, and to
           the settlement of any potential dispute by negotiation. Holdings
           and OKP will each designate a senior officer who will remain
           familiar with the affairs of the Company and other ongoing
           relationships between OKP, Holdings and their Affiliates. The
           Shareholders will promptly notify such senior officers of any
           matter constituting a potential dispute, and the senior officers
           will negotiate in good faith to reach an amicable settlement. The
           Senior Officers may, in their discretion, agree to use the
           services of a mediator, the expenses of which shall be borne
           equally by Holdings and OKP.

24.2       Disputes arising from this Agreement, its interpretation or
           application shall be finally settled by arbitration in Stockholm
           in accordance with the Rules of the Arbitration Institute of the
           Stockholm Chamber of Commerce. The arbitration proceedings and any
           award shall be in the English language.


                                     - 17 -
<Page>

           This Agreement has been executed in two (2) originals on
November 22, 1995.


                                     * * *



HYDRO TEXACO HOLDINGS A/S                   OK PETROLEUM AS



  /s/ Thomas S. Neslage                        /s/ Sven-Erik Zachrisson
----------------------------------          -----------------------------------
By: Thomas S. Neslage                       By: Sven-Erik Zachrisson
Title: Chief Executive Officer              Title:




                                    - 18 -