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                                                                   EXHIBIT 10.7

Scanraff Shareholders' Agreement, dated as of May 20, 1999, by and between
    Preem Petroleum AB, Hydro R&M Holding AS, and Skandinaviska Raffinaderi
    Aktiebolaget Scanraff


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             SKANDINAVISKA RAFFINADERI AKTIEBOLAGET SCANRAFF

                       SHAREHOLDERS' AGREEMENT


                                  Among

                            Preem Petroleum AB

                         Hydro R & M Holding a.s.

               Skandinaviska Raffinaderi Aktiebolaget Scanraff


                           Dated May 20, 1999


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                                                                              2

             SKANDINAVISKA RAFFINADERI AKTIEBOLAGET SCANRAFF

                       SHAREHOLDERS' AGREEMENT

This is an AGREEMENT dated as of May 20, 1999 among Preem Petroleum AB
(herein called "Preem"), Hydro R & M Holding a.s. (herein called "Hydro"),
Preem and Hydro sometimes individually called a "Shareholder" and
collectively called the "Shareholders", and Skandinaviska Raffinaderi
Aktiebolaget Scanraff (herein called "Scanraff").


                              WITNESSETH:

WHEREAS, after various assignments and transfers Preem owns 1,570,350 shares
and Hydro owns 429,650 shares of class A stock of Scanraff;

WHEREAS, in a separate document dated as of May 20, 1999 Preem, Hydro, Norsk
Hydro ASA, Svenska Oljegrossister AB (formerly Texaco Oil AB), OK
Marknadsservice AB, as successor to Oljekonsumenternas forbund, ekonomisk
forening and Scanraff have agreed that the Shareholders' Agreement by and
between them dated as of June 30, 1986 shall be terminated.

NOW, THEREFORE each Shareholder agrees with the other Shareholder and
Scanraff agrees with both Shareholders as follows:

                              PART ONE:

                  SUBJECT MATTER OF THIS AGREEMENT:
                 DEFINITION AND RULES OF CONSTRUCTION

1.1  SUBJECT MATTER. The subject matter of this Agreement is the petroleum
     refinery owned by Scanraff and located on the Lyse Peninsula in Bohuslan,
     north of Lysekil, Sweden, having an authorized capacity to refine ten
     million (10,000,000) metric tons of crude oil per annum.

1.2  DEFINITIONS. For purposes of this Agreement, except as otherwise expressly
     provided or unless the context otherwise requires, the terms defined in
     this Article 1.2 have the meaning herein assigned to them, the capitalized
     terms defined in the Recitals and subsequent Articles by inclusion in
     quotation marks and parentheses have the meaning so ascribed to them.


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"Affiliate", with respect to any Shareholder, means:

(i)  any other Person which beneficially owns, directly or indirectly, all
     of such Shareholder's voting stock, or

(ii) any other Person all of the voting stock of which is beneficially
     owned, directly or indirectly, either by such Shareholder or by an
     Affiliate of such Shareholder as defined in the preceding clause (i).

"Board of Directors" means the Board of Directors of Scanraff.

"By-Laws" means the duly registered By-Laws of Scanraff as in effect from
time to time.

"Managing Director" means the managing director of Scanraff.

"Person" means any individual, corporation, partnership, joint venture,
trust, estate, unincorporated organization, cooperative, or government or any
agency or political subdivision thereof.

"Processing Agreement" means the Processing Agreement of even date herewith
among Preem, Hydro and Scanraff.

"Processing Rights" means the rights of a Shareholder to process its
percentage of capacity of crude oils and feedstocks through the Refinery as
provided for in the Processing Agreement.

"Refinery" means the petroleum refinery and related facilities owned by
Scanraff which is the subject matter of this Agreement as the same may exist
from time to time during the term of this Agreement.

"Share" means a share of One Hundred (100) Kronor per value capital stock of
Scanraff.

"Share Percentage" as applied to each Shareholder means that percentage of
all the Shares at any time issued and outstanding which is owned by such
Shareholder at the time the definition is applied (except that if two (2) or
more Shareholders are Affiliates, their respective percentages as aforesaid
shall be combined, and they shall be treated as a single Shareholder for
purposes of this Agreement).


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     "Shareholder" means, at the time the definition is applied, the owner of
     one or more issued and outstanding Shares (subject to the definition of
     Share Percentage).

1.3  RULES OF CONSTRUCTION. For purposes of this Agreement, unless the
     context otherwise requires, (i) all terms defined herein include the plural
     as well as the singular and (ii) reference to any Person include successors
     of such Person by consolidation, merger and transfer. Reference to Parts
     and Articles are, unless otherwise specified, to Parts and Articles of this
     Agreement. References to any other agreement or other instrument shall,
     unless the context otherwise requires, or the definition thereof otherwise
     specifies, be deemed reference to the same as it may from time to time be
     changed, amended or extended in accordance with its terms and such other
     agreement or instrument when referred to shall be deemed to be
     incorporated herein by reference. Neither of the captions to Parts,
     Articles or Subdivisions thereof, nor the Index shall be deemed to be a
     part of this Agreement.

                                       PART TWO:

                        SHAREHOLDINGS, RIGHTS OF SHAREHOLDERS
                             AND FINANCIAL OBLIGATIONS

2.1  SHAREHOLDERS AND SHARE PERCENTAGES. The Shareholders and their Share
     Percentages are as follows:

     Preem:   Seventy-eight and five thousand       (78.5175 %)
              one hundred and seventy-five
              one ten thousandth percent

     Hydro:   Twenty-one and four thousand          (21.4825 %)
              eight hundred and twenty-five
              one ten thousandth percent

2.2  TRANSFERABILITY OF SHARES BY SHAREHOLDERS.

     (a)   Except as provided in Article 2.2 (c) no Shareholder may assign,
           sell or otherwise transfer any Shares held by it or any other
           interest in or obligation under this Agreement without the prior
           written consent of all of the Shareholders, unless such transfer is
           made to an Affiliate. Such consent to assign, sell or otherwise
           transfer Shares shall be given unless the new Shareholder is,
           according to reasonable standards, commercially unacceptable.
           The Shareholders whose consent to transfer is being sought
           shall respond within 3 weeks after such request was received,
           provided, however, that such Shareholders may consent to the


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           transfer subject to the observance of the procedures applicable
           to transfers as specified below.

           If at any time during the term of this Agreement, a Shareholder
           desires to sell a Share other than to an Affiliate, he shall
           offer the other Shareholders to purchase the Share. Such offer
           shall be made by written notice which shall specify the number of
           Shares to be transferred, the price per Share and other terms of
           the transfer. If an agreement with a third party has been entered
           into, the name of such party shall be disclosed. The notice may
           request those who wish to exercise their option, to notify in
           writing the offering Shareholder hereof within two months from
           the day they were notified by such Shareholder.

           An exercise of rights to purchase hereunder must be made with
           respect to all the Shares offered. If an offer has been made for
           the shares in Scanraff and Skandinaviska Kracker Aktiebolaget
           Scancracker all such shares in both companies must be purchased.
           The provisions of this paragraph shall also apply when a
           Shareholder in only one of those companies has received an offer
           to purchase Shares in both companies. If more than one
           Shareholder exercises an option to purchase Shares, the Shares so
           offered shall be allocated between the Shareholders exercising
           their rights to purchase in proportion to the Shares they already
           own.

           The option price and other terms and conditions shall be as
           stated in the notice. If a Shareholder cannot accept this
           purchase price such Shareholder may request that an arbitration
           panel shall decide the fair market value of the Shares. The
           arbitration proceedings shall follow the procedures of Article
           7.3. Such arbitration panel shall be appointed within three weeks
           after receipt of the offering notice and the panel shall be
           requested to conclude the proceedings and to render their award
           within five weeks thereafter.

           An offering Shareholder may at any time before signature of a
           final transfer agreement with Shareholders who have exercised
           their options hereunder, withdraw from his offer, provided,
           however, that he shall reimburse the other Shareholder for all
           external costs incurred in exercising their option and provided
           further that any agreement for a transfer of Shares made between
           the offering Shareholder and a third party shall also be deemed
           to be terminated as of the date of the withdrawal.

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           If the rights to purchase the Shares have not been exercised,
           then, subject to such third party not being unacceptable as
           stated in the first paragraph of this Article 2.2. (a), the
           Shareholder desiring to sell may transfer the Shares to a third
           party on such terms and conditions as stated in the notice given
           to the other Shareholders.

           The content of and the fact that any procedure under this Article
           2.2 (a) has been launched shall be kept confidential and the
           Shareholders and the arbitrators shall sign a confidentiality
           agreement when requested, provided that nothing herein shall
           prevent the arbitration panel from establishing the "fair market
           value of the Shares" as aforesaid.

     (b)   If shares or any other interest in this Agreement are transferred
           in accordance with this Article 2.2 paragraph (a) or (c) the
           transferor shall cause the transferee to agree in writing to
           assume all of the obligations of the transferor under this
           Agreement and the Processing Agreement.

     (c)   In the event a Shareholder ("Optionor") is declared a
           bankrupt, the other Shareholder ("Optionee") shall have the
           option to purchase all of the Optionors' Shares ("Option Shares")
           on the terms set forth in this Article 2.2 (c). The price per
           Option Share shall be equal to the fair market value, to be
           determined by arbitration as provided for in Article 7.4 if the
           parties cannot agree as to the fair market value (the "Purchase
           Price"). If the Optionee desires to purchase Option Shares it may
           within 90 days following the bankruptcy give notice to the receiver
           that it is instituting arbitration proceedings to determine the
           Purchase Price. The option shall be made within a 30-day period
           following the determination of the Purchase Price by giving notice
           thereof to the receiver.

2.3  CERTIFICATES FOR SHARES. A certified copy of this Agreement shall be
     filed with the Managing Director, and Scanraff shall cause to be placed on
     the face of each certificate for Shares hereafter issued an appropriate
     legend indicating that ownership thereof is subject to the provisions of
     this Agreement and specifically Articles 2.2 and 2.5.

2.4  TERMS OF FINANCING THE REFINERY

     The Parties have agreed that, as of July 1, 1991 Scanraff shall be
     financed through processing fees, equity and Shareholders' loans in amounts
     and on terms as agreed


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     from time to time. Except in the case of financing from third party
     lenders, all financing shall be provided by the Shareholders (or their
     Affiliates) in proportion to each Shareholders' Processing Rights or
     ownership shares as the case may be.

2.5  OBLIGATIONS OF SHAREHOLDERS. Each Shareholder shall always hold its
     Shares, take action, give its consent or require the Directors
     nominated by it to vote in such manner that the provisions of this
     Agreement and the Processing Agreement can be satisfied.

                                      PART THREE

                           MANAGEMENT AND CONTROL OF SCANRAFF

3.1  NUMBER AND REPRESENTATION OF DIRECTORS OF SCANRAFF.

     (a)   The Board of Directors shall at all times be composed of six (6)
           members, four (4) of whom shall be nominees of Preem, and one (1)
           of whom shall be a nominee of Hydro. The sixth member of the Board
           of Directors shall be the Managing Director of Scanraff. In addition,
           there shall also be six (6) Deputy Directors, four (4) nominated by
           Preem and two (2) by Hydro. A Deputy Director nominated by a
           Shareholder may never act for a Director that was nominated by
           another Shareholder.

     (b)   The Board of Directors shall also include such number of Employee
           Directors and Deputy Employee Directors as may be required from time
           to time by law.

3.2  CHAIRMAN OF THE BOARD. The Board shall appoint a chairman and a vice
     chairman.

3.3  AUTHORITY OF THE BOARD. Without prejudice for the obligations and the
     responsibility of the Managing Director, the Management and control of
     Scanraff and all aspects of its operations shall be carried out through
     the Scanraff Board of Directors and such committees as may be established
     by the Board of Directors from time to time. No action may be taken by the
     Board of Directors except by majority vote and provided at least one
     Director nominated by each of Preem and Hydro agrees to such action.

3.4  EXECUTIVE COMMITTEE.

     (a)   An Executive Committee (herein called the "Excom") shall be
           established by the Board of Directors and


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     shall be composed of three (3) members (hereinafter "Member" or "Members")
     one (1) to be selected by each Shareholder and the third Member to be the
     Managing Director of Scanraff. One Employee Director or Deputy Employee
     Director shall have the right to attend meetings. In the event that the
     Excom cannot unanimously agree on a matter, or if the Members are unable to
     hold a meeting called pursuant to a written notice given as provided
     herein, the matter so contemplated shall be referred to the Board of
     Directors. Each Shareholder shall notify the Board of Directors from time
     to time, in writing, of the name of the individual who it has selected to
     be its Member, together with the name of one alternate who shall have
     power to act in the absence of its Member.

(b)  The Responsibilities of the Excom, in addition to any other matter that
     may be delegated to it, shall be to:

     (i)   review and approve one year production budget, investments,
           manpower and expense budgets for submission to the Board of
           Directors;

     (ii)  approve revisions of the following procedures:
           Import/Export procedure
           Product allocation procedure
           Approval schedule
           Percentage of capacity entitlement
           Service agreement between Scanraff and Scancracker
           Percentage for allocation of fixed costs.

     (iii) approve rated capacities of units in the Refinery;

     (iv)  approve new or modifications to standard yields for imported
           blendstock and crude oil or crude oils processed;

     (v)   approve procedures for determining acceptability of grades of
           crude oil for processing;

     (vi)  approve the manner, frequency and form in which customary
           operating reports shall be made by Scanraff;

     (vii) approve control accounting systems and procedures;


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           (viii) approve appropriation requests for investment expenditures
                  covered by approved capital budget in excess of the Managing
                  Director's authority as may be in effect from time to time;

           (ix)   approve additions to or deletions from the refinery product
                  slate and changes in product specification;

           (x)    approve conditions for processing hydrocarbon feedstock other
                  than crude oil;

           (xi)   approve procedures and conditions for the transfer of capacity
                  utilization and for economic use of any refinery capacity that
                  is surplus to any Shareholder;

           (xii)  approve the appointment, transfer or dismissal of all key
                  personnel (as defined from time to time in the Approval
                  schedule) other than the Managing Director;

           (xiii) authorize those technical and other services provided for in
                  Part Four of this Agreement.

     (c)  Meetings of the Excom shall be held at such times and in such manner
          as is necessary to properly carry out its responsibilities, and for
          this purpose may be called by any Member upon two weeks' prior
          written notice. Matters that are the responsibility of the Excom may
          be submitted to it by any Member, for consideration and vote without
          holding a meeting, provided such matter is submitted in writing to the
          other Members. In such event, the Members may vote by giving written
          advice of their vote to the Managing Director. No action may be taken
          by the Excom without the affirmative vote of all its Members
          appointed by Shareholders.

     (d)  The Excom shall appoint such technical, financial, accounting, tax,
          legal or other subcommittees as it deems appropriate for studies,
          analysis, and reports on matters pertaining to the Refinery and its
          operation.

3.5  SCANRAFF MANAGEMENT.

     (a)   The day-to-day management of Scanraff shall be the responsibility
           of the Managing Director. In addition, there may be a Vice Managing
           Director, and such other officers as the Board of Directors


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           shall appoint. The Scanraff management shall be responsible for the
           operation of the Refinery and in so doing shall carry out all
           programs approved by the Board of Directors or the Excom in a safe,
           diligent, good and workmanlike manner.

     (b)   Scanraff's management shall:

           (i)   prepare all appropriation requests, propose budgets, and
                 maintenance and operating programs, including forecasts of
                 crudes to be processed and products to be manufactured;

           (ii)  carry out all operating and capital investment programs
                 within approved budgets;

           (iii) keep the Refinery and all petroleum stock free and clear of
                 all mortgages, pledges, liens or other encumbrances, except as
                 may be authorized by the Board of Directors; and

           (iv)  furnish to the Shareholders such financial, statistical and
                 operational reports and forecasts as any of them shall
                 reasonably request. Financial reports shall be prepared
                 consistent with generally accepted accounting principles as may
                 be in effect in Sweden from time to time but, to the extent
                 such reports are required by Hydro, the reports shall also be
                 prepared in accordance with generally accepted accounting
                 principles in effect in the United States from time to time.

3.6  RIGHT OF INSPECTION.

     (a)   Each Shareholder shall have the right to inspect the Refinery from
           time to time, provided any such inspection does not unreasonably
           interfere with day-to-day operations.

     (b)   Each Shareholder shall have the right to audit, on a periodic
           basis, Refinery operating records and all other Scanraff books,
           accounts and records.

3.7  SWEDISH AUDITORS. Auditors of Scanraff shall be Swedish authorized
     public accountants or accounting firms. Each Shareholder shall have the
     right to nominate one (1) Auditor and one (1) Deputy Auditor. The audit
     shall be sufficient in scope to meet the requirements of all Shareholders.


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                                 PART FOUR:

                        TECHNICAL AND OTHER SERVICES

4.1  PROJECT REVIEW AND SHAREHOLDERS' SERVICES.

     (a)   Each Shareholder shall have the right to review at any time in
           detail all design, construction and engineering projects associated
           with or undertaken by Scanraff.

     (b)   To the extent that technical and other services are available in a
           Shareholder, Scanraff shall be obligated to call for these services
           from such Shareholder in lieu of either (i) setting up facilities
           within Scanraff which significantly duplicate services available from
           such Shareholder or (ii) contracting for comparable services from
           others unless it can be demonstrated that Scanraff will benefit
           therefrom.

     (c)   To the extent Preem or Hydro shall provide technical and other
           services requested by Scanraff as contemplated herein, Preem and
           Hydro shall, with the approval of the other Shareholder, which
           approval shall not be unreasonably withheld, enter into a contract
           for such services under terms and conditions which shall give the
           providing Shareholder full cost coverage.

     (d)   (i)   Payment for services, including additional technical
                 assistance, use of research laboratories and engineering
                 offices, and/or personnel shall be in an amount which would
                 include all costs and overheads incurred by Preem or Hydro as
                 the case may be and its Affiliates in connection with making
                 such services and personnel available. Personnel costs shall
                 include salaries, related employees benefits (including sick
                 pay and normal vacation), and all personal and travel expenses
                 for the full period of time that such personnel are away from
                 their regular assignments. Such time shall include travel time
                 to and from their place of regular assignment and cost of home
                 leave granted in accordance with then existing policies of
                 Preem or Hydro as the case may be and its Affiliates, as
                 appropriate, including salary and transportation for the
                 employee and eligible dependents.


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           (ii)  Where Hydro provides services and the payments specified in
                 Subdivision (i) of this Article 4.1 (d) are subject to Swedish
                 taxes or other fiscal charges, including with-holding and added
                 value taxes but not corporate taxes of Hydro, such taxes or
                 charges shall be for Scanraff's account, unless they can be
                 recovered.

           (iii) When requested by Scanraff in writing, Preem or Hydro as the
                 case may be shall give Scanraff, to the extent possible,
                 estimates of the cost for services to be rendered pursuant to
                 Article 4.1. Unless Scanraff shall request otherwise, the
                 rendering of such services by Preem or Hydro as the case may
                 be shall not be delayed while the estimate is being prepared
                 and reviewed.

           (iv)  On or before the 20th day of the month following the month
                 in which services are performed, Preem or Hydro as the case may
                 be will forward to Scanraff a detailed billing statement
                 reflecting the total amounts due per subdivisions (i) and (ii)
                 of this Article 4.1 (d) specifying the currencies expended in
                 providing such agreed services. Payment by Scanraff of such
                 billing shall be made on or before the 30th day of the same
                 month to such bank or banks as Preem or Hydro as the case may
                 be may specify from time to time. At Scanraff's option,
                 payment may be made in the currency reflected in the billing
                 statement or in Swedish kronor.

4.2  LIABILITY AND INDEMNITY.

     (a)   Except in the case of gross negligence, no Shareholder or its
           Affiliates, their agents and employees, shall be liable to Scanraff
           for any loss or damage of whatsoever nature sustained by Scanraff or
           for any third party claims (including another Shareholder) arising
           out of, in connection with or related to the performance by or on
           behalf of such Shareholder or its Affiliates, their agents and
           employees, of their obligations under Part Four of this Agreement.

     (b)   Scanraff shall keep each Shareholder and its Affiliates, their
           agents and employees, fully indemnified against any claim, demand,
           action or


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           proceeding brought or instituted against such Shareholder and its
           Affiliates, their agents and employees, by any third party (including
           another Shareholder) in connection with the performance by or on
           behalf of such Shareholder or its Affiliates, their agents and
           employees, of their obligations under Part Four of this Agreement,
           except in the case of gross negligence of such Shareholder and its
           Affiliates, their agents and employees.


                                    PART FIVE:

                      WORKING CAPITAL AND CAPITAL ADDITIONS

5.1  WORKING CAPITAL.

     Any deficiency in working capital not provided by the normal processing
     fees and required by Scanraff shall be provided by an increase in or a
     surcharge on the processing fee unless the Board of Directors shall elect
     to finance such deficiency in another way.

5.2  EXPANSION AND ADDITIONS OF THE REFINERY.

     (a)   The Shareholders agree in principle to participate on a pro rata
           basis (in the same percentage as their Processing Rights) in any
           Refinery expansion, alteration, addition or improvement (hereinafter
           "Modification") which may be required, according to commercial
           necessity and in the exercise of good business judgement in order to
           enable the Refinery to manufacture and supply on a competitive
           basis, petroleum products to meet product and quality requirements.
           In such event the Shareholders will make available to Scanraff on a
           pro rata basis (on the same percentage as the Shareholders'
           Processing Rights) the funds necessary for such Modification to the
           extent such funds are not provided for through Scanraff or otherwise.
           The method of making such funds available shall be agreed upon by the
           Shareholders at the appropriate time.

     (b)   In the event that a Shareholder does not wish to participate in a
           Modification (the "Non-Participating Shareholder"), then PROVIDED
           (i) the Shareholder in favour of the Modification (the
           "Participating Shareholder") agree to make available to Scanraff
           all of the funds necessary for such Modification, (ii) such
           Modification is made in a manner such that the Non-Participating
           Shareholder's Processing Rights are not adversely affected in
           respect of quantity, quality and cost,


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           by such Modification, (iii) each Non-Participating Shareholder's
           other rights in respect of Scanraff and the Refinery, are
           adjusted to reflect such disproportionate investment, and (iv)
           the consent of the Non-Participating Shareholder is obtained,
           which consent, taking into account the foregoing conditions,
           shall not be unreasonably withheld, THEN THE NON-PARTICIPATING
           SHAREHOLDER SHALL BE OBLIGATED TO TAKE WHATEVER STEPS ARE
           NECESSARY TO EXPRESS ITS AUTHORIZATION TO SCANRAFF FOR THE
           MODIFICATION. If the Modification is capable of being utilized
           solely by the Participating Shareholder, without affecting the
           Processing Rights of the Non-Participating Shareholder, then the
           Non-Participating Shareholder shall have no right to process in
           or through the Modification nor any obligation with respect to
           the maintenance, repair or operating costs of the Modification
           and the Modification shall be devoted exclusively to the
           Participating Shareholder and to the extent necessary the
           Processing Agreement shall be amended to reflect the Modification
           and the Participating Shareholder's exclusive right in the same.
           Unless the Shareholders should agree otherwise, the Share
           Percentage shall not be affected by the foregoing. If the
           Non-Participating Shareholder subsequently desires to participate
           in the Modification, it may do so provided (x) the participation
           does not adversely affect the Modification, in respect of
           capacity, quality, cost or completion date, (y) it notifies the
           Participating Shareholder 90 days after completion of the
           Modification, (z) it pays to the Participating Shareholder a pro
           rated amount (in the same percentage as the Non-Participating
           Shareholder's Processing Rights) of the funds made available by
           the Participating Shareholder to Scanraff, plus interest thereon
           calculated on a per annum basis at 6 months STIBOR + 1/2 % during
           the period between the advancement of funds by the Participating
           Shareholder and the payment by the Non-Participating Shareholder
           of its share of the cost of the Modification.

5.3  REPLACEMENT AND RENEWAL OF EQUIPMENT. Notwithstanding the provisions of
     Article 5.2, so long as the Shareholders have an interest in Scanraff or
     the Refinery, they agree to make available to Scanraff, in proportion to
     their Processing Rights such funds as are required from time to time to
     operate or maintain the Refinery in an efficient and safe manner. For the
     purpose of this Article 5.3, operation and maintenance means such measures
     as are necessary to maintain the Refinery in


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     working order at basically the same technological level, capacity, yield
     structure and product slate.

5.4  STRATEGIC BUSINESS PLAN AND YEARLY PLAN FOR INVESTMENTS AND FINANCING. A
     strategic business plan shall be presented to the Board of Directors for
     approval on a yearly basis. Before the end of each year the Board of
     Directors shall consider and approve an investment budget and a financing
     plan covering the following year.


                                    PART SIX:

                                    BUNKERING

6.1  BUNKERING OF VESSELS. Each of the Shareholders and any Affiliate shall
     have the right to bunker vessels owned by, time or demise chartered by, or
     otherwise under the effective control of such Shareholder or its Affiliate.
     In respect of the supply of bunkers at the crude port or product port
     servicing the Refinery to other marine vessels, each Shareholder is free to
     seek such business for their own respective accounts.


                                    PART SEVEN:

                                   MISCELLANEOUS

7.1  DISSOLUTION.

     (a)   In the event of liquidation, expropriation, sale or other
           dissolution of Scanraff (hereinafter "Dissolution") for any reason,
           the assets of Scanraff shall be disposed of as and in the order
           listed below:

           (i)   all secured creditors shall be paid in full to the extent
                 that the security is sufficient therefor; and

           (ii)  all other creditors shall be paid in full, including any
                 ordinary Shareholders' loans; and

           (iii) subordinated Shareholders' loans shall be paid in full; and

           (iv)  the balance of the assets shall be distributed to the
                 Shareholders in accordance with their Share Percentage at the
                 time of distribution.


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     (b)   In the event there has been a modification under Article 5.2 (b)
           but the Share Percentage has not been adjusted on account of such
           modification, then, as part of the payments contemplated under
           Article 7.1 (a), each Shareholder shall be entitled to receive as
           a creditor of Scanraff a payment equal to that proportion of the
           assets less amounts payable under Article 7.1 (a) (i) - (iii)
           prior to the application of this Article 7.1 (b), which the value
           of any portion of the Refinery (just prior to Dissolution)
           attributable to a Modification, if any, made by the particular
           party, under Article 5.2 of this Agreement bears to the total
           value of the Refinery just prior to Dissolution.

7.2  GOVERNING LAW. This Agreement shall be governed by and construed in
     accordance with the laws of Sweden.

7.3  ARBITRATION. All disputes arising under or in connection with this
     Agreement shall be finally settled by arbitration in Stockholm in
     accordance with the Swedish Arbitration Act in force from time to time.

7.4  TERM.

     (a)   Except as otherwise expressly provided, this Agreement shall
           become effective on May 20, 1999 and shall remain in full force and
           effect until December 31, 2023, but no termination shall affect any
           rights or liabilities, theretofore accrued hereunder or pursuant
           hereto.

     (b)   No later than December 31, 2021, the Shareholders and Scanraff
           shall in good faith commence negotiations in order to reach a new
           arrangement concerning their respective interests in Scanraff and the
           Refinery. Should the Shareholders and Scanraff fail to reach an
           arrangement by December 31, 2023, then the Shareholders shall cause
           Scanraff to be liquidated in a manner contemplated in Section 7.1 of
           this Agreement.

7.6  NOTICES. All notices or communications hereunder shall be given by
     letter sent by mail, telex or telefax (important notices to be sent by
     registered mail) and shall be deemed given when the letter is sent by
     ordinary mail, the telex dispatched or the telex sent, postage or charges
     prepaid, and directed to the party or parties for whom intended at the
     respective address set forth below in each case until changes by notice
     given hereunder:


<Page>

                                                                             17

     To Preem:       Preem Petroleum AB
                     S-115 90 STOCKHOLM                      Sweden

     To Hydro:       Hydro R & M Holding a.s.                Norway

     To Scanraff:    Skandinaviska Raffinaderi AB Scanraff
                     S-453 81 LYSEKIL                        Sweden

7.7  SEVERABILITY OF OBLIGATIONS. The obligations of the Shareholders
     hereunder are not joint but several, and default in performance by any one
     of such Shareholders shall in no way affect the obligations of any other
     Shareholder.

7.8  BENEFICIARIES. This Agreement shall only inure to the benefit of, and
     may only be enforced by, the parties hereto and shall not, in any event,
     inure to the benefit of, or be enforceable by, any other Person whatsoever.

7.9  CHANGES IN WRITING. No modification, variation or amendment of this
     Agreement, no determination, evaluation, approval, waiver or other action
     permitted or taken hereunder and no further agreement contemplated hereby
     shall be of any force unless the same is in writing and has been signed by
     (i) all the parties in the case of modification, variation or amendment or
     (ii) the applicable Person in such other cases.

IN WITNESS WHEREOF, the parties hereto have caused this Shareholders'
Agreement to be executed as of the date first above written, in three
originals, one for each party concerned.

For PREEM PETROLEUM AB                 For SKANDINAVISKA RAFFINADERI AB SCANRAFF


By    /s/ Lars Nelson                  By   /s/ Leif Brinck
  --------------------------------       ---------------------------------
Title                                  Title
     -----------------------------          ------------------------------


For Hydro R & M Holding a.s.

By  /s/ John Ottestad
  --------------------------------
Title
     -----------------------------