EXHIBIT 10.3 ASSET PURCHASE AGREEMENT AMONG
POWER TEST CORP. (NOW KNOWN AS GETTY PROPERTIES CORP.), TEXACO INC., GETTY OIL
COMPANY AND GETTY REFINING AND MARKETING COMPANY, DATED AS OF DECEMBER 21,
1984.



[Conformed Copy - As Executed]

|                                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                        
|                                                                                                                                        
|ASSET
 PURCHASE AGREEMENT                                                                                                               
|                                                                                                                                        
|Dated December 21, 1984                                                                                                                 
|                                                                                                                                        
|between                                                                                                                                 
|                                                                                                                                        
|Power Test Corp.                                                                                                                        
|                                                                                                                                        
|and                                                                                                                                     
|                                                                                                                                        
|Texaco
 Inc.,
 Getty Oil Company, and
 Getty Refining and Marketing Company                                                             
|                                                                                                                                        
|                                                                                                                                        
|                                                                                                                                        
|Purchase by Power Test Corp. of assets consisting of
 the petroleum marketing operations of Getty Oil Company located in the
 Northeast.

---



TABLE OF CONTENTS

|           |  |                                                          |                                                               |                            |    |      | 
|---------- |  | -------------------------------------------------------- | ------------------------------------------------------------- | -------------------------- | -- | ---- | 
|           |  |                                                          |                                                               |                            |    | Page
|           |  |                                                          |                                                               |                            |    |     
|           |  |                                                          |                                                               |                            |    |     
|Parties    |  |                                                          |                                                               |                            |    | 1    | 
|           |  |                                                          |                                                               |                            |    |      | 
|Recitals   |  |                                                          |                                                               |                            |    | 1    | 
|           |  |                                                          |                                                               |                            |    |      | 
|Section 1. |  | Sale and
 Transfer of Assets                             |                                                               | 2                          |   
|           |  |                                                          |                                                               |                            |   
|Section 2. |  | (a)                                                      | Estimated
 Purchase Price; Subordinated Note                  |                            | 6  |     
|           |  | (b)                                                      | Adjustment
 to Purchase Price                                 |                            | 8  |     
|           |  | (c)                                                      | Value of
 Leased Stations and Equipment; Appraisals           |                            | 10 |     
|           |  | (d)                                                      | Reimbursement
 of Purchase Price                              |                            | 12 |     
|           |  |                                                          |                                                               |                            |    |     
|Section 3. |  | Assumption
 of Liabilities and Obligations               |                                                               | 13                         |   
|           |  |                                                          |                                                               |                            |   
|Section 4. |  | Instruments
 of Conveyance and Transfer; Title Insurance |                                                               | 14                         |   
|           |  |                                                          |                                                               |                            |   
|Section 5. |  | Further
 Assurances                                      |                                                               | 16                         |   
|           |  |                                                          |                                                               |                            |   
|Section 6. |  | Representations
 and Warranties of Texaco, GOC and GRMC  |                                                               | 17                         |   
|           |  |                                                          |                                                               |                            |   
|           |  | (a)                                                      | Organization
 and Good Standing of Texaco, GOC and GRMC       |                            | 18 |     
|           |  | (b)                                                      | Certificate
 of Incorporation and By-Laws                     |                            | 18 |     
|           |  | (c)                                                      | Corporate
 Authority                                          |                            | 18 |     
|           |  | (d)                                                      | Absence of
 Undisclosed Liabilities and Obligations           |                            | 20 |     
|           |  | (e)                                                      | Inventory                                                     |                            | 21 |     
|           |  | (f)                                                      | Title to
 Properties; Absence of Liens and Encumbrances, etc. |                            | 21 |     
|           |  | (g)                                                      | Lists of
 Contracts and Other Data                            |                            | 22 |     
|           |  | (h)                                                      | Copies of Documents;
 Other Information                       |                            | 24 |     
|           |  | (i)                                                      | Intellectual
 Property Rights                                 |                            | 25 |     
|           |  |                                                          | (i)                                                           | Patents and
 Technology    |    | 25   | 
|           |  |                                                          | (ii)                                                          | Trademarks
 and Copyrights |    | 25   | 
|           |  | (j)                                                      | Insurance                                                     |                            | 27 |     
|           |  | (k)                                                      | Litigation                                                    |                            | 27 |     
|           |  | (1)                                                      | Compliance
 with Laws                                         |                            | 28 |     
|           |  | (m)                                                      | No Brokers                                                    |                            | 29 |     
|           |  | (n)                                                      | Transactions
 with Certain Persons                            |                            | 29 |     

---



|           |  |                                          |                                                                 |    |     
|---------- |  | ---------------------------------------- | --------------------------------------------------------------- | -- | ----
|           |  |                                          |                                                                 |    | Page
|           |  |                                          |                                                                 |    |     
|           |  |                                          |                                                                 |    |     
|           |  | (o)                                      | Investment
 Intent                                              |    | 30  
|           |  | (p)                                      | Consents and
 Approvals                                         |    | 30  
|           |  | (q)                                      | No Material Adverse Change                                      |    | 30  
|           |  | (r)                                      | Ownership of
 Assets                                            |    | 30  
|           |  | (s)                                      | Disclosure                                                      |    | 31  
|           |  | (t)                                      | Merger
 Agreement                                               |    | 31  
|           |  |                                          |                                                                 |    |     
|Section 7. |  | Representations
 and Warranties of Buyer |                                                                 | 31
|           |  |                                          |                                                                 |   
|           |  | (a)                                      | Organization
 and Good Standing of Buyer and The Realty Company |    | 31  
|           |  | (b)                                      | Certificate
 of Incorporation and By-Laws                       |    | 31  
|           |  | (c)                                      | Corporate
 Authority                                            |    | 32  
|           |  | (d)                                      | No Brokers                                                      |    | 33  
|           |  | (e)                                      | Validity of
 Liens                                              |    | 34  
|           |  | (f)                                      | Consents and
 Approvals                                         |    | 34  
|           |  | (g)                                      | Financial
 Statements                                           |    | 34  
|           |  | (h)                                      | No Material
 Adverse Change                                     |    | 35  
|           |  | (i)                                      | Disclosure                                                      |    | 36  
|           |  |                                          |                                                                 |    |     
|Section 8. |  | The Closing                              |                                                                 | 36
|           |  |                                          |                                                                 |   
|Section 9. |  | Certain
 Covenants                       |                                                                 | 38
|           |  |                                          |                                                                 |   
|           |  | (a)                                      | Conduct of
 the Operations Business                            |    | 38  
|           |  | (b)                                      | Access to
 the Operations Business; Confidentiality            |    | 39  
|           |  | (c)                                      | Best
 Efforts; Mutual Cooperation; Performance                  |    | 40  
|           |  | (d)                                      | Accounts
 Receivable                                            |    | 41  
|           |  | (e)                                      | Agreements
 With Franchisees                                    |    | 42  
|           |  | (f)                                      | Employees                                                       |    | 44  
|           |  | (g)                                      | Antitrust
 Compliance                                           |    | 45  
|           |  | (h)                                      | Negotiations
 With Third Parties                                |    | 45  
|           |  | (i)                                      | Use of
 Trademark                                               |    | 46  
|           |  | (j)                                      | Conduct of
 Buyers Business                                    |    | 46  
|           |  | (k)                                      | Notice of
 Material Adverse Change in Buyers Business          |    | 46  
|           |  | (l)                                      | Notice of
 Material Adverse Change in Operation                 |    | 47  
|           |  | (m)                                      | Powers of
 Attorney                                             |    | 47  
|           |  | (n)                                      | Removal of
 Excluded Assets                                     |    | 47  
|           |  | (o)                                      | No Franchise
 Created; Mutual Cancellation Agreement            |    | 48  
|           |  | (p)                                      | Maintenance
 Support                                            |    | 49  
|           |  | (q)                                      | Financial
 Statements                                           |    | 49  

ii

---



|            |  |                                                                |                                                                               |    |     
|----------- |  | -------------------------------------------------------------- | ----------------------------------------------------------------------------- | -- | ----
|            |  |                                                                |                                                                               |    | Page
|            |  |                                                                |                                                                               |    |     
|            |  |                                                                |                                                                               |    |     
|Section 10. |  | Conditions
 to Obligations of Buyer                            |                                                                               | 50
|            |  |                                                                |                                                                               |   
|            |  | (a)                                                            | Antitrust
 Compliance                                                         |    | 50  
|            |  | (b)                                                            | Approvals
 and Consents                                                       |    | 50  
|            |  | (c)                                                            | Trademarks                                                                    |    | 51  
|            |  | (d)                                                            | PMPA
 Compliance                                                              |    | 51  
|            |  | (e)                                                            | Representations
 and Warranties True at the Closing Date                      |    | 51  
|            |  | (f)                                                            | Performance
 by Texaco, GOC and GRMC                                          |    | 51  
|            |  | (g)                                                            | Authority                                                                     |    | 52  
|            |  | (h)                                                            | Opinion of
 Texacos Counsel                                                  |    | 52  
|            |  | (i)                                                            | Litigation                                                                    |    | 55  
|            |  | (j)                                                            | No Material
 Adverse Changes or New Facts                                     |    | 55  
|            |  | (k)                                                            | Assets                                                                        |    | 55  
|            |  | (l)                                                            | Forms of
 Documents                                                           |    | 56  
|            |  |                                                                |                                                                               |    |     
|Section 11. |  | Conditions
 to Obligations of Texaco, GOC and GRMC             |                                                                               | 56
|            |  |                                                                |                                                                               |   
|            |  | (a)                                                            | Antitrust
 Compliance                                                         |    | 56  
|            |  | (b)                                                            | Representations
 and Warranties True at the Closing Date                      |    | 56  
|            |  | (c)                                                            | Buyers Performance                                                           |    | 57  
|            |  | (d)                                                            | Authority                                                                     |    | 57  
|            |  | (e)                                                            | Opinion of
 Buyers Counsel                                                   |    | 57  
|            |  | (f)                                                            | Forms of
 Documents                                                           |    | 59  
|            |  |                                                                |                                                                               |    |     
|Section 12. |  | Bulk Sales
 Act                                                |                                                                               | 59
|            |  |                                                                |                                                                               |   
|Section 13. |  | Nature and
 Survival of Representations; Indemnification; etc. |                                                                               | 60
|            |  |                                                                |                                                                               |   
|            |  | (a)                                                            | Nature and
 Survival of Covenants, Representations and Warranties             |    | 60  
|            |  | (b)                                                            | Agreement by
 Texaco, GOC and GRMC to Indemnify                               |    | 61  
|            |  | (c)                                                            | Buyers
 Agreement to Indemnify                                               |    | 63  
|            |  | (d)                                                            | Indemnity Relating to the Transaction which is the Subject of this
 Agreement |    | 65  
|            |  |                                                                | Defense;
 Notice of Claims                                                    |    | 67  
|            |  |                                                                | PMPA Class
 Action                                                            |    | 68  
|            |  |                                                                | Liability
 Threshold and Right of Set-Off                                     |    | 68  
|            |  |                                                                | Standard of
 Materiality                                                      |    | 69  
|            |  |                                                                |                                                                               |    |     
|Section 14. |  | Related
 Agreements                                            |                                                                               | 70
|            |  |                                                                |                                                                               |   
|            |  | (a)                                                            | Trademark
 License Agreement                                                  |    | 70  
|            |  | (b)                                                            | Supply
 Agreement                                                             |    | 70  
|            |  | (c)                                                            | ECRA
 Agreement                                                               |    | 72  

iii

---



|                                          |  |                                                                         |  |     
|----------------------------------------- |  | ----------------------------------------------------------------------- |  | ----
|                                          |  |                                                                         |  | Page
|                                          |  |                                                                         |  |     
|                                          |  |                                                                         |  |     
|Section 15.                               |  | Terminaling
 Arrangements                                               |  | 72  
|                                          |  |                                                                         |  |     
|Section 16.                               |  | Specific Performance; Payment of Certain
 Expenses; Sales and Use Taxes |  | 73  
|                                          |  |                                                                         |  |     
|Section 17.                               |  | Waiver                                                                  |  | 74  
|                                          |  |                                                                         |  |     
|Section 18.                               |  | Notices                                                                 |  | 74  
|                                          |  |                                                                         |  |     
|Section 19.                               |  | Entire
 Agreement; Amendment                                            |  | 75  
|                                          |  |                                                                         |  |     
|Section 20.                               |  | General                                                                 |  | 76  
|                                          |  |                                                                         |  |     
|Section 21.                               |  | Third Party
 Beneficiary                                                |  | 77  
|                                          |  |                                                                         |  |     
|Power Test
 Realty Company Acknowledgment |  | 79                                                                     

iv

---



|             |  |                                                                        |  |      | 
|------------ |  | ---------------------------------------------------------------------- |  | ---- | 
|             |  |                                                                        |  | Page
|             |  |                                                                        |  |     
|             |  |                                                                        |  |      | 
|             |  | Exhibits                                                               |  |      | 
|             |  |                                                                        |  |      | 
|Exhibit A.   |  | Withheld
 Service Stations                                             |  | 3    | 
|Exhibit A-1. |  | Non-withheld
 Service Stations                                         |  | 5    | 
|Exhibit B.   |  | Previously
 Sold Service Stations                                      |  | 3    | 
|Exhibit C.   |  | Transferred
 Properties                                                |  | 3    | 
|Exhibit D.   |  | Leases,
 Permits and Contracts                                         |  | 3    | 
|Exhibit E.   |  | Excluded
 Assets                                                       |  | 4    | 
|Exhibit F.   |  | Intentionally
 Omitted                                                 |  |      | 
|Exhibit G.   |  | Intentionally
 Omitted                                                 |  |      | 
|Exhibit H.   |  | Intentionally
 Omitted                                                 |  |      | 
|Exhibit I.   |  | Intentionally
 Omitted                                                 |  |      | 
|Exhibit J.   |  | Liabilities
 and Obligations with Respect to the Operation             |  | 13   | 
|Exhibit K.   |  | Intentionally
 Omitted                                                 |  |      | 
|Exhibit L.   |  | Title;
 Liens; Encumbrances                                            |  | 21   | 
|Exhibit M.   |  | Pending or
 Threatened Litigation                                      |  | 27   | 
|Exhibit N.   |  | Pending
 Legislation                                                   |  | 28   | 
|Exhibit O.   |  | Form of
 Mutual Cancellation Agreement                                 |  | 49   | 
|Exhibit P.   |  | Form of
 Trademark License Agreement                                   |  | 70   | 
|Exhibit Q.   |  | Form of
 Supply Agreement                                              |  | 70   | 
|Exhibit R.   |  | Form of
 Delaware City Handling Agreement                              |  | 70   | 
|             |  |                                                                        |  |      | 
|             |  | Schedules                                                              |  |      | 
|             |  |                                                                        |  |      | 
|Schedule A.  |  | Personal
 Property                                                     |  | 22   | 
|Schedule B.  |  | Insurance                                                              |  | 22   | 
|Schedule C.  |  | Powers of
 Attorney                                                    |  | 23   | 
|Schedule D.  |  | Computer
 Programs; Management, Accounting and Data Processing Systems |  | 23   | 
|Schedule E.  |  | Petroleum
 Product Volumes                                             |  | 23   | 
|Schedule F.  |  | Personnel                                                              |  | 23   | 
|Schedule G.  |  | Real Estate                                                            |  | 23   | 
|Schedule H.  |  | Product
 Supply and Distribution                                       |  | 23   | 
|Schedule I.  |  | Product
 Sales                                                         |  | 24   | 
|Schedule J.  |  | Outside
 Counsel                                                       |  | 24   | 
|Schedule K.  |  | Company
 Operated Stations                                             |  | 24   | 
|Schedule L.  |  | Getty Dealer
 Agreements                                               |  | 24   | 
|Schedule M.  |  | Intellectual
 Property Rights                                          |  | 24   | 

v

---



|                                     |  |      | 
|------------------------------------ |  | ---- | 
|Defined Terms                        |  |      | 
|                                     |  |      | 
|Term                                 |  | Page
|                                     |  |     
|Agreement                            |  | 1    | 
|Alpha
 Portland                      |  | 35   | 
|Assets                               |  | 2    | 
|Assignment
 and Assumption Agreement |  | 13   | 
|Bills of
 Sale                       |  | 15   | 
|Buyer                                |  | 1    | 
|Buyers
 Documents                   |  | 32   | 
|Claim                                |  | 67   | 
|Closing                              |  | 36   | 
|Closing Date                         |  | 36   | 
|Closing Time                         |  | 36   | 
|Collateral                           |  | 33   | 
|Collection
 Period                   |  | 41   | 
|Confidentiality
 Agreement           |  | 19   | 
|Consent
 Decree                      |  | 1    | 
|Contracts                            |  | 3    | 
|Dealer
 Amortizations                |  | 4    | 
|Deeds                                |  | 14   | 
|Delaware
 City Handling Agreement    |  | 70   | 
|ECRA                                 |  | 28   | 
|ECRA
 Agreement                      |  | 72   | 
|Fee
 Properties                      |  | 6    | 
|Franchisees                          |  | 42   | 
|FTC                                  |  | 1    | 
|GOC Group                            |  | 1    | 
|GOC                                  |  | 1    | 
|GRMC                                 |  | 1    | 
|Inventory                            |  | 3    | 
|Leased
 Stations                     |  | 3    | 
|Leases                               |  | 3    | 
|Marketing
 Equipment                 |  | 6    | 
|Memorandum
 of Agreement             |  | 2    | 
|Merger
 Agreement                    |  | 31   | 
|Mutual
 Cancellation Agreement       |  | 49   | 
|Newark Terminal                      |  | 37   | 
|Operation                            |  | 1    | 
|Operative
 Documents                 |  | 19   | 
|PT Leases                            |  | 8    | 
|Permits                              |  | 3    | 
|PMPA                                 |  | 28   | 
|Prime Rate                           |  | 7    | 
|Properties                           |  | 3    | 
|Realty
 Company                      |  | 6    | 
|Receivables                          |  | 4    | 
|Related
 Agreements                  |  | 18   | 
|Representatives                      |  | 39   | 
|Second
 Mortgages and Deeds of Trust |  | 7    | 
|Security
 Agreements                 |  | 8    | 
|Security
 Instruments                |  | 8    | 
|Subordinated
 Note                   |  | 7    | 

vi

---



|                             |  |      | 
|---------------------------- |  | ---- | 
|                             |  | Page
|                             |  |     
|                             |  |     
|Supply
 Agreement            |  | 70   | 
|Territory                    |  | 1    | 
|Texaco                       |  | 1    | 
|Third Party
 Contracts       |  | 17   | 
|Trademark
 License Agreement |  | 70   | 
|Trademarks                   |  | 26   | 

---



THIS
ASSET PURCHASE AGREEMENT (the Agreement), dated December 21, 1984, is between
POWER TEST CORP., a Delaware corporation (Buyer), and TEXACO INC., a Delaware
corporation (Texaco), GETTY OIL COMPANY, a Delaware corporation (GOC) and
GETTY REFINING AND MARKETING COMPANY, a Delaware corporation (GRMC).

WHEREAS,
Texaco has acquired by merger GOC, which is now an indirect wholly-owned
subsidiary of Texaco and the indirect owner, through its subsidiary GRMC, of
the Operation (as hereinafter defined), subject to the terms of the Agreement
Containing Consent Order between Texaco and the Federal Trade Commission (the
FTC), dated July 10, 1984 (the Consent Decree);

WHEREAS,
GOC is the owner of the Trademarks (as hereinafter defined) and GRMC conducts
the Operation and owns the Assets (as hereinafter defined), other than the
Trademarks, of the Operation and GOC and GRMC are hereinafter together referred
to as the GOC Group;

WHEREAS,
Texaco, GOC and GRMC desire to sell and Buyer desires to purchase those assets
of the GOC Group consisting of the petroleum marketing operations (the
Operation) of the GOC Group located in the jurisdictions of Maine, New
Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New
Jersey, Pennsylvania, Delaware, Maryland, West Virginia, Virginia and the
District of Columbia (the Territory) for the consideration provided herein;

---



WHEREAS,
Buyer and Texaco entered into a legally binding Memorandum of Agreement dated
January 27, 1984 with respect to the purchase and sale of the Operation (the
Memorandum of Agreement) wherein Texaco and Buyer agreed, notwithstanding the
legally binding nature of the Memorandum of Agreement, to execute a more
detailed acquisition agreement which when executed and delivered would
supersede the Memorandum of Agreement; and

WHEREAS,
this Asset Purchase Agreement, together with the Related Agreements (as
hereinafter defined), Exhibits and Schedules contemplated herein, is the more
detailed acquisition agreement contemplated by, and is intended to supersede,
the Memorandum of Agreement (except it is not intended to supersede the
provisions of Paragraph 23 of the Memorandum of Agreement respecting
confidentiality);

NOW,
THEREFORE, the parties agree as follows:

1.
Sale and Transfer of Assets. (a) Subject to the terms and conditions of
this Agreement, the GOC Group will sell, convey, assign, transfer and deliver,
and Texaco will cause to be sold, conveyed, assigned, transferred and
delivered, to Buyer and Buyer will purchase, or cause to be purchased as
provided in Section 2(a) herein, at the Closing (as hereinafter defined) all of
the assets of the Operation existing at the Closing Date (as hereinafter
defined) including, without limitation, the following assets (the Assets):

| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | (i)
 all of GRMCs right, title and interest in all of the real and personal
 properties (in-

2

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | cluding properties which
 are leased from third parties, including both Lessor-built stations and
 service stations owned by GRMC on leased land, (collectively, the Leased
 Stations), but excluding the service stations designated on Exhibit A hereto
 as withheld properties and excluding the stations listed on Exhibit B hereto
 which have been sold or for which a binding contract to sell has been
 executed in the ordinary course of business prior to January 27, 1984),
 including all equipment and fixtures used in the Operation (collectively, the
 Properties), an accurate list of which is set forth in Exhibit C hereto,
 subject to the adjustment provisions of subsections (c)(i), (c)(iv), (c)(v)
 and (c)(vii) of this Section 1;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii)
 all of GRMCs right, title and interest in, by assignment of, all of the
 leases and related security deposits (including leases for Leased Stations
 and dealer leases) (the Leases), contracts (including certain consumer
 contracts and distributorship agreements, but excluding those contracts
 listed on Exhibit E) (the Contracts), licenses, permits and other
 intangible property rights used in the Operation (the Permits), an accurate
 list of which Leases, Contracts and Permits is set forth in Exhibit D hereto,
 subject to the adjustment provisions of subsections (c)(ii) and (c)(iii) of
 this Section 1;                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii)
 the exclusive license to use the Trademarks in the Territory as provided for
 in the Trademark License Agreement (as hereinafter defined);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iv)
 all of GRMCs right, title and interest in all of the petroleum products and
 other inventory owned by GRMC and located at the Properties (including the
 Leased Stations), including product in transit and finished inventory
 products owned by GRMC and held at third-party locations for use in the
 Operation on the Closing Date (the Inventory), exclusive of tires,
 batteries and accessories (which shall be retained by GRMC), subject to the
 adjustment provisions of subsection (c)(vi) of this Section 1;                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (v)
 copies of all relevant documents owned by GRMC, copies of which are in the
 possession of Texaco or any member of the GOC Group, pertaining to the
 Properties (including, without limitation, all certificates of occupancy,
 surveys and construction drawings), the Leases, Contracts and                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

3

---



| |                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Permits, the Inventory,
 the Receivables (as hereinafter defined) and the use of the Trademarks by the
 Operation, and all advertising and promotional material, price and product
 lists, sales records and customer lists;                             
| |                                                                                                                                                                                                                                                          
| | (vi)
 agreements (whether in the form of notes or contracts) by dealers to pay GRMC
 with respect to improvements on the service stations including the use of the
 Trademarks at the service stations (the Dealer Amortizations) listed on
 Exhibit D;
| |                                                                                                                                                                                                                                                          
| | (vii)
 all of GRMCs right, title and interest to claims and causes of action
 relating to the Operation which arise on or after the Closing Date; and                                                                                                   
| |                                                                                                                                                                                                                                                          
| | (viii)
 all of GRMCs right, title and interest to underground tanks, related piping
 and other property located in or under real property owned by GRMCs dealers,
 the dealers of GRMCs distributors or GRMCs consumer customers in the
 Territory.  

(b)
Notwithstanding anything herein to the contrary, the transaction contemplated
by this Agreement does not include (i) the transfer to Buyer by GRMC of the
accounts receivable, other than the Dealer Amortizations, of the Operation
which originate prior to the Closing Time (as hereinafter defined) (the
Receivables); or (ii) the transfer to Buyer by the GOC Group of the excluded
assets listed in Exhibit E hereto.

(c)
In addition, certain Assets may be excluded or included under the following
provisions:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 in the event that Buyer is not satisfied with the status of title with
 respect to any of the Properties, Texaco and GRMC shall use their respective
 best efforts to cure title at their expense, subject to the provisions of the
 second sentence of Section 9(c) herein, prior to the Closing, or if they
 cannot so cure title, Buyer, at its option, may exclude the property from the
 Properties sold hereunder, in which case the value

4

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | to GRMC at GRMCs expense
 (as provided in Section 9(n) herein) in which case the value of such products
 shall not be included in the final purchase price hereunder; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (vii)
 in the event that any third party exercises a right of first refusal, or an
 option or other right to acquire any of the Properties prior to the Closing,
 such Property shall not be transferred and the appraised value of such
 Property shall not be included in the purchase price hereunder; in the event
 that such right or option is exercised after the Closing but not more than
 ninety (90) days after the Closing Date, the purchase price of such Property
 received by Buyer pursuant to such right or option shall be paid-over by Buyer
 to GRMC, and the appraised value of such Property shall not be included in
 the final purchase price pursuant to Section 2(b) herein.

2.
(a) Estimated Purchase Price; Subordinated Note. The aggregate estimated
purchase price of the Assets shall be $69,077,660 plus the value of petroleum
products included in Inventory at Closing Time, subject to increase or decrease
as provided in Section 2(b) herein. At the Closing, Power Test Realty Company
Limited Partnership, a limited partnership organized under the laws of the
State of New York (the Realty Company), shall purchase all of the service
stations and distribution terminals which are owned in fee by GRMC, including
the pumps and all fixtures thereon and appurtenances thereto (the Fee
Properties), and all of the personal property and equipment located at the
Leased Stations and third party locations, including pumps, tanks and
furniture, and all motor vehicles and other rolling stock owned by GRMC
wherever located (the Marketing Equipment). Buyer shall purchase all of the
other Assets being transferred hereunder. At the Closing, Buyer shall, or

6

---



shall cause the Realty Company to, deliver (i) a negotiable,
subordinated promissory note of the Realty Company payable to GRMC in the
principal amount of $35 million (the Subordinated Note) which shall be
non-recourse with respect to Buyer and (ii), by wire transfer to GRMC, the
balance of the aggregate estimated purchase price (subject to any decrease in
accordance with Section 8(c) herein) in immediately available funds. The
Subordinated Note shall mature six years after the Closing Date with the
principal amount payable in eight equal installments on the last business day
of each three month period beginning in the fifth year after the date of
issuance thereof. The Subordinated Note shall be subordinated only to $35
million principal amount, plus accrued interest, of first mortgage debt (and
any renewals or extensions thereof) which debt, and any renewals or extensions
thereof, may consist of one or more first mortgages on the Fee Properties
aggregating not more than $35 million, incurred by such Realty Company to purchase
such assets at the Closing. Such Subordinated Note shall bear interest on the
unpaid principal amount thereof at the prime commercial lending rate set by
Manufacturers Hanover Trust Company as it may float from time to time (the
Prime Rate) minus 200 basis points, payable quarterly in arrears, and shall
be secured by: (i), at GRMCs expense (except that Buyer shall pay all mortgage
recording taxes), second mortgage liens and security interests on the Fee
Properties conveyed to the Realty Company (the Second Mortgages and Deeds of
Trust),

7

---



evidenced by one or more instruments containing covenants
customarily required by institutional investors, including, without limitation,
the terms required by the Realty Companys lender; and (ii) first security interests
and liens on the Marketing Equipment evidenced by one or more mutually satisfactory
security agreements (the Security Agreements) (the Security Agreements together
with the Second Mortgages and Deeds of Trust are hereinafter referred to as the
Security Instruments). Texaco and GRMC understand that the Realty Company, and
not Buyer itself, shall be the mortgagor and debtor under such Security Instruments, and that GRMC, together with
the Realty Companys lender, will enter into customary non-disturbance agreements
with respect to the leases (which shall be subordinate to the Second Mortgages and
Deeds of Trust) to be entered into between the Realty Company (as lessor) and the
Buyer (as lessee) with respect to the Fee Properties (the PT Leases). Texaco
and GRMC further understand that the Subordinated Note will not be registered under
the Securities Act of 1933, as amended, and that the Realty Company will have no
obligation to so register the Subordinated Note.

(b)
Adjustment to Purchase Price. The final purchase price for all of the
Assets hereunder shall consist of the sum of:

| |                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 the amounts set forth in the appraisals required by Section 2(c) herein for all
 of the Properties (excluding the Leased Stations) to be transferred to the Buyer
 or the Realty Company at the Closing, less the amount of any assumptions
 or payments made by Buyer or the Realty Company pursuant to Section 3(b) herein,

8

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | except to the extent that the
 amount of any debt, security interest or lien assumed or paid by Buyer or the
 Realty Company was expressly deducted in any appraisal made pursuant to
 Section 2(c) herein; plus                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ii)
 the amounts (x) set forth in Section 2(c)(i); (y) to be determined by
 applying the unit prices provided for in Section 2(c)(i); and (z) to be determined
 by the appraisals required by Section 2(c)(i) herein for all of the personal
 property, equipment and fixtures (not included under the appraisals set forth
 in clause (i) above) to be transferred to the Buyer or the Realty Company at the
 Closing; plus

CONFIDENTIAL

Omitted and filed separately with the 
Securities and Exchange Commission.

| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v)
 the value of the other items included in Inventory at the Closing Time (including
 Inventory items at third party locations) at the lover of wholesale cost or then
 current market price; less
| |                                                                                                                                                                                                     
| | (vi)
 the appraised value of any Properties transferred at the Closing but not to be
 included in the final purchase price hereunder pursuant to Sections 1(c)(vi) and
 (vii) herein.               

Any
resulting adjustment to the aggregate estimated purchase price set forth in
Section 2(a) herein shall be made by wire transfer of immediately available funds
not later than ninety (90) days after the Closing Date and the amount of such adjustment
shall bear interest at the Prime

9

---



Rate minus 200 basis points from
the Closing Date to the date of such payment.

(c)
Value of Leased Stations and Equipment; Appraisals. (i) The value of the
Leased Stations for purposes of this Agreement shall be deemed to be zero. The value
of the underground tanks and other personal property (other than motor vehicles
and other rolling stock) located at the Fee Properties shall be determined by
the appraisals referred to below in this Section 2(c)(i). The value of the underground
tanks located at the Leased Stations and at dealer/contract and consumer
accounts for purposes of this Agreement shall be deemed to be $2.6 million. The
value of all other equipment located on the Closing Date at Leased Stations, distributor,
dealer/contract and consumer accounts and at third party locations shall be
determined by applying the unit prices for such equipment as set forth in Exhibit
C. GRMCs present estimated aggregate value of such other equipment is $5
million. The value of all furniture, office equipment, supplies and other personal
property located on the Closing Date at the distribution terminals transferred to
Buyer hereunder shall be determined by applying the unit prices set forth in
Exhibit C. GRMCs present estimated value of such equipment is $250,000. The
value of all motor vehicles and other rolling stock shall be the aggregate value
of such equipment as more fully set forth in Exhibit C hereto subject to adjustment
based on the vehicles and other rolling stock actually delivered to Buyer on the
Closing

10

---



Date. As of the date hereof,
the aggregate value of the vehicles and other rolling stock listed on Exhibit C
is $1,499,915. The value of all of the service stations and distribution terminals
listed on Exhibit C hereto shall be determined by appraisals based on current use
as a service station or distribution terminal, as the case may be, prepared by reputable
appraisers jointly selected by GRMC and Buyer and satisfactory to Buyers or the
Realty Companys lenders, at GRMCs expense. Such appraisals shall set forth the
current fair market value of the Properties (without deduction for the amount of
any debts, security interests or liens on such Properties), except that service
stations or distribution terminals which are not on the date hereof in active use
shall be appraised based on their highest and best use. The parties hereto
acknowledge and agree that they have received copies of such appraisals, a summary
schedule of which has been heretofore delivered to the parties, and that the results
of such appraisals are accepted by them for purposes of this Agreement, except as
noted on the summary schedule. In addition, on or before the Closing, Buyer and
GRMC will agree on values of all personal property, equipment and fixtures, other
than that which is described above in this Section 2(c)(i) and the Inventory which
is to be valued at the Closing Time in accordance with the provisions of Sections
2(b) (iii), (iv) and (v) herein; provided, however, that if Buyer
and GRMC are unable to agree on such values then, promptly after the Closing, appraisals
shall be prepared by reputable appraisers (who may

11

---



be employees or representatives of Buyer and GRMC) selected
by GRMC and Buyer, at GRMC and Buyers joint expense covering all the property
described in this sentence.

(ii)
The amounts set forth in the appraisals provided for in Section 2(c)(i) shall be
binding upon the parties for purposes of determining the purchase price hereunder;
provided, however, that either Buyer or GRMC may object to any
appraisal and request that such appraisal be submitted to arbitration. If arbitration
is requested, each of Buyer and GRMC may at its own expense select its own reputable
licensed appraiser who shall appraise the property in question, end the appraisal(s)
of the new appraiser(s) shall be averaged with the original appraisal, such
average amount to be binding on the parties.

(iii)
In the event that the aggregate amount of the values of the Properties to be transferred
at Closing pursuant to this Section 2(c), after giving effect to the adjustments
required by Section l(c) herein, is (A) less than $75 million, the purchase price
under this Section 2 shall be reduced by an amount equal to the difference between
$75 million and the aggregate amount of such appraised values; or (B) greater than
$75 million, the purchase price under this Section 2 shall be increased by an amount
equal to 50% of the difference between $75 million and the aggregate amount of such
appraised values.

(d)
Reimbursement of Purchase Price. Except as provided in Sections l(c)(vii)
and 2(b)(vi) herein, the parties agree that GRMC shall reimburse Buyer or the
Realty

12

---



Company for one-half of that amount of the purchase
price (without any interest) for which Buyer or the Realty Company is not otherwise
reimbursed in respect to any assets purchased and paid for by Buyer or the
Realty Company hereunder in the event that Buyer or the Realty Company is
compelled by any court, agency or other authority, whether state, federal, local
or otherwise, to convey, assign or transfer such assets to any distributor or service
station dealer. It is specifically agreed by the parties hereto that in such event
reimbursement of the purchase price as set forth herein or an adjustment to the
final purchase price as provided in Sections 1(c)(vii) and 2(b)(vi) herein
shall be Buyers and the Realty Companys sole remedy against Texaco, GOC or GRMC.

3.
Assumption of Liabilities and Obligations. (a) Buyer agrees that at the
Closing (i) it, or the Realty Company, as the case may be, will purchase the
Assets and (ii) it will accept the assignment of the Leases, Contracts and Permits
and assume all of the obligations set forth in the Leases (including the liability
for lessee security deposits), Contracts and Permits, and execute an Assignment
and Assumption Agreement (the Assignment and Assumption Agreement).

(b)
Buyer, Texaco and GRMC agree that, if any of the Properties, including equipment,
are encumbered by mortgage debt or other security interest or lien, such information
shall be disclosed by Texaco and GRMC in Exhibit J hereto and Buyer, or the Realty
Company, as the case may be,

13

---



shall, at its option, either assume the underlying
debt and the lien (but only if GRMC is released and discharged from such debt) or
require GRMC to discharge, and Texaco to cause the discharge of, such debt and lien,
in which case Buyer or the Realty
Company, as the case may be, will pay GRMC, in cash, whatever amount is required to satisfy such debt (not in excess
of the principal amount of such debt plus accrued interest, any such excess to
be paid by GRMC) and release and discharge such lien.

(c)
Except as set forth above in this Section 3, Buyer and the Realty Company will assume
no other liabilities, whether direct or contingent, known or unknown, or disclosed
in any Exhibit or Schedule to this Agreement, relating to the Operation.

4. Instruments of Conveyance and Transfer; Title Insurance.
(a) Conveyance of the real property at the Closing shall be made by special warranty
deeds (or the equivalent instruments in the jurisdiction where such real
property is located) (the Deeds) fully insurable by the title insurance company
or companies referred to below; and GRMC shall pay for and affix any
documentary taxes which may be required, and shall pay all recording fees and state
or local real property gains or transfer taxes (provided that Buyer shall pay all
mortgage recording taxes) arising as a result of such conveyances. Real property
taxes, personal property taxes, lease rentals (paid or collected) and utilities
shall be prorated at the Closing. Such Deeds shall be accompanied by commitments
for ALTA title insurance policies

14

---



in minimum amounts determined
by GRMC for the real property, issued by a reputable title insurance company or
companies, to be selected by GRMC and obtained at GRMCs expense, together with
a current survey, obtained at GRMCs expense, of the real property, issued by a
duly certified surveyor, acceptable (such that no survey exception will be taken)
to the title insurance company issuing the title insurance commitments. It is further
understood and agreed that GRMC and Buyer shall share equally in the expense of
any title insurance in excess of minimum amounts required for such commitments,
covering the Realty Company as the owner in amounts up to the aggregate
purchase price of such real property under this Agreement and GRMC as the original
holder of the Second Mortgages and Deeds of Trust in amounts aggregating up to $35 million.

(b)
Conveyances of the personal property at the Closing (including the Inventory) shall
be made by Bills of Sale mutually acceptable to Buyer and GRMC (the Bills of Sale),
and GRMC shall pay all state or local gains or transfer taxes in connection therewith,
except as provided in the last sentence of Section 16(b) herein. Such Bills of Sale
conveying the personal property (other than the Inventory) may disclaim any warranty
other than the warranty of title and may state that such personal property is transferred AS IS and WHERE IS and WITHOUT ANY WARRANTIES OF FITNESS AND
MERCHANTABILITY.

(c)
In addition, at the Closing, GRMC shall deliver to Buyer such endorsements, assignments
and other good

15

---



and sufficient instruments of conveyance and transfer,
in form and substance satisfactory to Buyer and its counsel, as are effective
to transfer to Buyer or the Realty Company, as the case may be, all of GRMCs
right, title and interest in the balance of the Assets free and clear of any
lien, security interest, charge or encumbrance (but only if, and to the extent
that, payment of money by GRMC, will discharge such lien, security interest,
charge or encumbrance in accordance with its terms), subject to Section 3(b)
herein.

(d)
Simultaneously with the delivery of the instruments of conveyance under
subsections (a) through (c) of this Section 4, Texaco, GOC and GRMC shall take
or cause to be taken all such other steps as are required hereunder to put
Buyer or the Realty Company, as the case may be, in actual possession and
operating control of the Assets, subject to any leasehold interests set forth
in Exhibit D hereto.

5.
Further Assurances. Buyer and, subject to the provisions of the second
sentence of Section 9(c) herein, Texaco, GOC and GRMC each will use its best
efforts without further consideration to obtain as promptly as possible written
consents to the transfer, assignment or sublicense to Buyer of all agreements,
commitments, purchase orders, contracts, licenses, leases, rights, documents
and other assets being transferred pursuant hereto where the approval or other
consent of any other person may be required and has not yet been obtained. If
any such approval or other con-

16

---



sent cannot be obtained, or
if the parties hereafter agree in writing that it is not in their respective
best interests to obtain any such approval or other consent, the parties will
enter into such other mutually satisfactory arrangements as will put the
parties in substantially the same
economic condition as if such approval or other consent had been obtained and
the transfer effected on the Closing Date, unless Buyer shall elect, pursuant
to Section 1(c) (ii) herein, not to purchase such affected property. Buyer
shall cooperate with Texaco and GRMC (including, where necessary, entering into
appropriate instruments of assumption as shall be agreed upon) to attempt to
have GRMC released from all liability to third parties with respect to any
commitments, purchase orders, agreements, contracts, licenses and leases
assumed pursuant to this Agreement (the Third Party Contracts), but the
failure of any third party, notwithstanding such cooperation, to so release
GRMC upon the assumption by Buyer of the Third Party Contracts shall not
relieve Texaco, GOC or GRMC of their obligations to consummate the transactions
contemplated by this Agreement. The indemnification provisions contained in
Sections 12 and 13 herein shall continue to apply in favor of Texaco, GOC and
GRMC despite the failure, if any, of a third party to so release GRMC.

6.
Representations and Warranties of Texaco, GOC and GRMC. Texaco, GOC and
GRMC hereby, jointly and severally, represent and warrant to Buyer as follows:

17

---



(a)
Organization and Good Standing of Texaco, GOC and GRMC. Texaco, GOC and
GRMC are each corporations duly organized, validly existing and in good
standing under the laws of the State of Delaware.

(b)
Certificate of Incorporation and By-laws. Texaco has delivered to Buyer
copies of its Certificate of incorporation (certified as of a recent date by
its Secretary) and its By-laws (certified as of the date hereof by its
Secretary) and copies of the Certificate of Incorporation of each member of the
GOC Group (certified as of a recent date by its respective Secretary) and the
By-laws of each member of the GOC Group (certified as of the date hereof by its
respective Secretary), all of which copies are complete and correct as of the
date hereof.

(c)
Corporate Authority. The execution, delivery and performance by Texaco,
GOC or GRMC, as appropriate, of this Agreement, the Trademark License
Agreement, the Supply Agreement, the Delaware City Handling Agreement, the ECRA
Agreement and the Mutual Cancellation Agreement (the Trademark License
Agreement, the Supply Agreement, the Delaware City Handling Agreement, the ECRA
Agreement and the Mutual Cancellation Agreement, being collectively referred to
as the Related Agreements), the Assignment and Assumption Agreement, the
Deeds (and other instruments of conveyance referred to in Section 4 herein),
the Bills of Sale (the Assignment and Assumption Agreement, the Deeds and
related instruments of conveyance and the Bills of Sale being col-

18

---



lectively referred to as the
Operative Documents), the Confidentiality Agreement among Buyer, Texaco and
GOC, dated February 15, 1984 (the Confidentiality Agreement), and the
Memorandum of Agreement, including without limitation, the sale, conveyance,
assignment, transfer and delivery of the Assets contemplated hereby and
thereby, have been duly and effectively authorized by the Boards of Directors
(or Executive Committees) of Texaco and of each Member of the GOC Group, as
appropriate. No other corporate proceedings on the part of Texaco or any member
of the GOC Group are necessary to authorize this Agreement, the Related
Agreements, the Operative Documents, the Confidentiality Agreement or the
Memorandum of Agreement or the transactions contemplated herein and therein;
and this Agreement, the Confidentiality Agreement and the Memorandum of
Agreement are, and the Related Agreements and the Operative Documents will be,
valid and binding obligations of Texaco, GOC or GRMC, as appropriate. Except as
set forth in Exhibit J hereto, neither Texaco nor any member of the GOC Group
has any legal obligation, absolute or contingent, to any other person or firm
to sell the Assets or to effect any merger, consolidation or other
reorganization or to enter into any agreement with respect thereto. Neither the
execution and delivery of this Agreement, the Related Agreements, the Operative
Documents, the Confidentiality Agreement or the Memorandum of Agreement nor the
consummation of the transactions contemplated hereby or thereby nor compliance
by Texaco or any member of the GOC

19

---



Group with any of the
provisions hereof or thereof will (i) violate, or conflict with, or result in a
breach of any provisions of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result
in the termination of, or accelerate the performance required by, or result in
the creation of any lien, security interest, charge or encumbrance upon any of
the Assets under, any of the terms, conditions or provisions of the Certificate
of Incorporation or By-Laws of Texaco or any member of the GOC Group or any
note, bond, mortgage, indenture, deed of trust, license, agreement or other
instrument or obligation to which Texaco or any member of the GOC Group is a
party, or by which Texaco or any member of the GOC Group or any of the Assets
may be bound or affected, except for any such conflict, breach or default
heretofore disclosed in writing by Texaco to Buyer as to which requisite
waivers or consent shall have been obtained prior to the Closing Date, or (ii)
violate any order, writ, injunction, decree, statute, rule or regulation
applicable to Texaco or any member of the GOC Group or any of the Properties or
Assets.

(d)
Absence of Undisclosed Liabilities and Obligations. Except to the extent
reflected in Exhibit J hereto, Texaco, GOC and GRMC do not have and will not
have any liabilities or obligations with respect to the Assets or the Operation
(whether accrued, absolute, contingent or

20

---



otherwise), which are material to the Operation taken
as a whole.

(e)
Inventory. The Inventory of the Operation will consist of items of a
quality and quantity usable or salable, in the normal course of the Operations
business. On the Closing Date,
the Inventory of the Operation will not be excessive in kind or amount in light
of the business of the Operation done or to be done and any increase in such
Inventory subsequent to the date hereof will be reasonable and warranted in the
ordinary course of business of the Operation.

(f)
Title to Properties; Absence of Liens and Encumbrances, etc. Except as
otherwise disclosed in Exhibit L hereto, (i) GRMC has title to all the real and
personal Properties and Inventory of the Operation, and all the Properties and
Inventory are free and clear of all liens, security interests, charges and
encumbrances of any nature whatsoever, except such imperfections of title and
encumbrances, if any, as do not materially detract from the value, or interfere
with the present use, of the Properties of the Operation or otherwise
materially impair the business activities of the Operation; (ii) all Leases
represented in Exhibit D hereto to be held by GRMC in connection with the
Properties or the Operation are valid, binding and in full force and effect in
accordance with their terms and neither Texaco nor any member of the GOC Group
has any knowledge of any breaches, liens, encumbrances, easements, rights of
way,

21

---



building or
use restrictions, exceptions, reservations or limitations which in any material
respect interfere with or impair the present and continued use, possession or
quiet enjoyment thereof in the usual and normal conduct of the business of the
Operation; (iii) neither Texaco nor any member of the GOC Group has received
written notice of violation of any applicable zoning or environmental
regulation, ordinance or other law, order, regulation or requirement relating
to the operations of, or owned or leased Properties of, the Operation and, so
far as known to Texaco or any member of the GOC Group, there is no such
violation; and (iv) neither Texaco nor any member of the GOC Group has
received any written notice of any pending or threatened condemnation proceedings
relating to any of the owned or leased Properties of the Operation.

(g)
Lists of Contracts and Other Data. Exhibits A, A-l, B, C, D, E, J, L, M
and N hereto contain in all material respects accurate lists of the information
purported to be contained therein under this Agreement. Schedules A through M
hereto contain in all material respects accurate lists and summary descriptions
of the following as they pertain to the Operation:

| |                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 Schedule A: all automobiles, trucks and other vehicles (whether owned or
 leased) used in the Operation, indicating the state of registration and
 registration number of owned vehicles, and a schedule of all personal
 property, a list of equipment leases and similar documents and personal
 property tax returns;
| |                                                                                                                                                                                                                                                                                                                              
| | (ii)
 Schedule B: all policies of insurance in force with respect to the Operation
 and                                                                                                                                                                                                                                      

22

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the Assets,
 including, without restricting the generality of the foregoing, those
 covering properties, buildings, machinery, equipment, furniture, fixtures and
 operations, including the policy numbers, names and addresses of insurers,
 expiration dates and descriptions as of December 31, 1983;                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii)
 Schedule C: the names of all persons holding powers of attorney to act for
 the Operation;                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iv)
 Schedule D: all computer programs and related software and all management
 information systems utilised in the Operation, all accounting and data
 processing systems, including financial information, asset schedule, cash
 management procedures, bank list, chart of accounts, accounting forms and
 manuals, including payroll, names of inside and outside auditors and outside
 bookkeeping and accounting services;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (v)
 Schedule E: the volumes of petroleum products (including, without limitation,
 lubricants and motor oils) sold by the Operation for each of the three years
 ended December 31, 1983, which information shall be updated to a date which
 is as close as reasonably practicable to the Closing Date;                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (vi)
 Schedule F: personnel information regarding the Operation, including
 organization charts, employee profiles for those employees of GRMC who have
 consented in writing to the release of their profiles, job descriptions,
 salaries, terms of employment, employee benefit packages and union
 agreements;                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (vii)
 Schedule G: real estate information of GRMC, copies of which are in the
 possession of Texaco, GOC or GRMC, including title reports, certificates of
 occupancy, surveys, construction drawings and the terms of all leases or
 copies thereof;                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (viii)
 Schedule H: product supply and distribution information, including terminal
 manuals and procedures, product specifications, packaging agreements for
 motor oils, lubricants, chemicals and other specialty products sold in
 service stations, common carrier agreements and rates, distribution procedure
 manuals and warehousing information;                                                                       

23

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ix)
 Schedule I: product sales information for the three years ended December 31,
 1983, which information shall be updated to a date which is as close as
 reasonably practicable to the Closing Date, including customer listing by
 class, credit terms by customer, credit card sales and procedure, advertising
 information, sales contracts by class and sales volume by customer;                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (x)
 Schedule J: outside counsel by specialty and location;                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (xi)
 Schedule K: company operated station information for the three years ended
 December 31, 1983, which information shall be updated to a date which is as
 close as reasonably practicable to the Closing Date, including lists of
 management, other personnel, supply and distribution, money handling
 procedures, retail pricing policies, operation manuals, and revenues and
 expenses by station and consolidated for the Operation;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (xii)
 Schedule L: information regarding Getty dealer agreements, including lease
 term expirations, rental and security information and station equipment;                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (xiii)
 Schedule M: all trademarks and State and Federal applications and
 registrations thereof, tradenames (except for tradenames employed by dealers
 or distributors which incorporate the name Getty with the permission of GOC
 or GRMC), copyrights and licenses of trademarks used in, necessary to the
 conduct of or otherwise relating to the business of the Operation.                                                          

(h)
Copies of Documents; Other Information. Texaco, GOC and GRMC have
previously delivered to Buyer true and complete, in all material respects,
copies of all GRMC leases, agreements, contracts, arrangements, plans and other
writings referred to in Exhibits D, J, L, M and N hereto and Schedules A
through M hereto.

Texaco,
GOC and GRMC, jointly and severally, represent and warrant to Buyer that all
information, not lim-

24

---



ited to the
information enumerated above, supplied on or after the date hereof is, or will
be, complete and accurate in all material respects as of the date on which such
information is furnished.

(i)
Intellectual Property Rights. (i) Patents and Technology. Except
for proprietary formulations for greases, motor oils and lubricants (which are
excluded assets listed in Exhibit E), none of Texaco, GOC or GRMC is aware of
any patent (s) or proprietary technical information existing at the Closing
Date used in or necessary to continue the conduct of the business of the
Operation. Should any such patent(s) or information come to the attention of
Texaco or the GOC Group, Texaco agrees to grant, to the extent Texaco has the
legal right to do so, to Buyer the right to continue the Operation under such
patent rights of the GOC Group and to use solely in the Operation such
information of the GOC Group as previously used. No infringement or other
proceedings have been instituted against or claims received by Texaco or any
member of the GOC Group in respect of the Operation or the Assets, nor does
Texaco or any member of the GOC Group have any knowledge of any infringement or
claim of infringement based upon a third party patent, patent application,
license, invention, trade secret or technical assistance arrangement.

(ii)
Trademarks and Copyrights. (A) Except for the trademark Veedol which
is an excluded asset listed in Exhibit E, Schedule M hereto is a complete list
of all

25

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trademarks and State and
Federal applications and registrations thereof, tradenames (except for
tradenames employed by dealers or distributors which incorporate the name
Getty with the permission of GOC or GRMC), copyrights and licenses of
trademarks used in, necessary to the conduct of or otherwise relating to the
business of the Operation (collectively the Trademarks); (B) all of the
Trademarks are valid and in full force and effect; (C) no infringement or other
proceedings have been instituted against, or claims received by, Texaco or any
member of the GOC Group with respect to the Trademarks, nor, to the knowledge
of Texaco or any member of the GOC Group are any such proceedings relating to
the Trademarks threatened alleging any such violation nor does Texaco or any
member of the GOC Group know of any basis for any such proceeding or claim; (D)
except as set forth in Exhibit M hereto, to the knowledge of Texaco and each
member of the GOC Group, there is no infringement of the Trademarks by any
third party or adverse claim by any third party to the Trademarks or
entitlement of any third party to royalties from the use of the Trademarks; (E)
as of the time of the Closing no other party or person other than Texaco or the
members of the GOC Group has a right to use the Trademarks; and (F) all of the
right and authority of Texaco and each member of the GOC Group to use the
Trademarks in the conduct of the Operations business is freely and fully
licensable by them to Buyer as the purchaser of the Assets and business of the
Operation.

26

---



(j)
Insurance. All policies of insurance (or renewals thereof) set forth in
Schedule B hereto are outstanding and duly in force on the date hereof. Such
policies (which are excluded assets listed in Exhibit E) insure against such
losses and risks as are adequate in the judgment of GRMC to protect the
properties and business of the Operation. Neither Texaco nor any member of the
GOC Group has received any notice or recommendation from any insurer or agent
of such insurer that substantial capital improvements or other expenditures
should be made in order to continue such insurance.

(k)
Litigation. Except as disclosed in Exhibit M hereto, (i) there is no
(A) litigation, proceeding, labor dispute (other than routine grievance
procedures), arbitration or government investigation pending or, so far as
known to Texaco or any member of the GOC Group, threatened against Texaco or
any member of the GOC Group with respect to the business of, or otherwise
relating to, (v) the Operation, (w) the Assets, (x) the Trademarks, (y) the
transactions contemplated by this Agreement, or (z) personnel employed in the Operation
with reference to actions taken by them in such capacities, nor (B) valid basis
known to Texaco or any member of the GOC Group for any litigation of the type
described in clause (A) above, proceeding or investigation which if adversely
determined could, in any one case or in the aggregate, have a material adverse
effect on the business of the Operation or the Assets taken as a whole; and

27

---



(ii) there are no decrees, injunctions or orders of
any court or governmental department or agency outstanding against Texaco or
any member of the GOC Group with respect to the business of the Operation.

(1)
Compliance with Laws. Texaco and each member of the GOC Group have
complied in all material respects with all applicable statutes, regulations,
orders, ordinances and other laws of the United States of America and all state
and local governments, and agencies of any of the foregoing as they relate in
any respect to the Operation or any of the Assets, including the Petroleum
Marketing Practices Act (PMPA) and any similar state or local government law,
regulation or ordinance pertaining to service stations, and the Environmental
Cleanup Responsibility Act of New Jersey (ECRA). Except as set forth in
Exhibit M hereto, neither Texaco, GOC nor GRMC has received any written notice
to the effect that, or otherwise been advised in writing that, any one of them
is not in compliance with any of such statutes, regulations and orders,
ordinances or other laws as they relate in any material respect to the
Operation or any of the Assets, taken as a whole, and none has any reason to
anticipate that any presently existing circumstances are likely to result in
violations of any such regulations which could, in any one case or in the
aggregate, have a material adverse effect on the business of the Operation or
the Assets, taken as a whole. To the best of Texacos, GOCs and GRMCs
knowledge, except as set forth in Exhibit N hereto,

28

---



there is not presently pending any proceeding, hearing
or investigation with respect to the adoption of amendments or modifications to
existing laws or ordinances, regulations or restrictions with respect to such
matters which, if adopted, would materially adversely affect the Assets or
present business of the Operation, taken as a whole.

(m)
No Brokers. Neither Texaco nor any member of the GOC Group has contacted
or had any dealings with or entered into, and will not enter into, any
agreement, arrangement or understanding with any broker, leasing agent, finder
or similar person or entity with respect to this Agreement and the transaction
contemplated herein which will result in the obligation of Buyer or Texaco or
any member of the GOC Group to pay any finders fee, brokerage commission or
similar payment in connection with the transaction contemplated herein.

(n)
Transactions with Certain Persons. No officer, director or employee of
Texaco or of any member of the GOC Group is presently a party to any
transaction with Texaco or any member of the GOC Group relating to the business
of the Operation, including without limitation, any contract, agreement or
other arrangement (i) providing for the furnishing of services by, (ii)
providing for the rental of real or personal property from, or (iii) otherwise
requiring payments to (other than for services as officers, directors or
employees) any such person or corporation, partnership, trust or other entity
in which any such person

29

---



has a substantial interest as an officer, director,
trustee, partner or shareholder.

(o)
Investment Intent. The Subordinated Note is being acquired by GRMC for
its account for investment and not with a view to the distribution or resale
thereof and may bear customary legends to this effect.

(p)
Consents and Approvals. Except in accordance with Sections 10(a) and
11(a) herein and as set forth in Exhibit L hereto, no consent, approval,
permission or other authorization of or by, or designation, declaration,
filing, registration or qualification with, any Federal or state court,
administrative agency or other governmental authority is required on the part
of Texaco or any member of the GOC Group in connection with the execution and
delivery by Texaco, GOC and GRMC of this Agreement, the Related Agreements,
the Operative Documents, the Confidentiality Agreement and Memorandum of
Agreement or the consummation of the transactions contemplated hereby and
thereby.

(q)
No Material Adverse Change. Except for the effect of adverse market
conditions in the petroleum industry generally, since December 31, 1983
through the date of this Agreement there has been no material adverse change in
the business or financial condition of the Operation, taken as a whole.

(r)
Ownership of Assets. GOC has legal title to all of the Trademarks. GRMC
has title to all of the Assets, other than the Trademarks, free and clear of
all claims,

30

---



liens, security interests, charges and encumbrances
except as set forth in Exhibit L hereto.

(s)
Disclosure. No representation or warranty made by Texaco, GOC or GRMC in
this Agreement or as provided herein contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained herein not false or misleading.

(t)
Merger Agreement. The merger provided for in the Merger Agreement dated
January 6, 1984 between Texaco
and GOC (the Merger Agreement) has been completed and a copy of the Merger
Agreement has been delivered to Buyer.

7.
Representations and Warranties of Buyer. Buyer hereby represents and
warrants to Texaco, GOC and GRMC as follows:

(a)
Organization and Good Standing of Buyer and the Realty Company. Buyer is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. At the Closing, the Realty Company will be a
limited partnership duly organized and validly existing under the laws of the
State of New York and will be qualified to do business in each state where the
ownership of its assets require it to be so qualified.

(b)
Certificate of Incorporation and By-laws. Buyer (x) has delivered to
Texaco copies of its Certificate of Incorporation (certified as of a recent
date by its Secretary) and its By-laws (certified as of the date hereof by its
Secretary) and (y), prior to the Closing, will deliver

31

---



to Texaco a copy of the Partnership Agreement of the
Realty Company (certified as of a recent date by its general partner), all of
which copies are complete and correct as of the date of delivery.

(c)
Corporate Authority. Buyer has, and to the extent necessary the Realty
Company will have, full power and authority, whether corporate or other, to
enter into this Agreement, the Related Agreements, the Subordinated Note, the
Security Instruments, the Assignment and Assumption Agreement (the
Subordinated Mote, the Security Instruments and the Assignment and Assumption
Agreement being collectively referred to as Buyers Documents), the Confidentiality
Agreement and the Memorandum of Agreement and to carry out its obligations
thereunder; all requisite corporate action has been taken by the Board of
Directors of Buyer and all requisite action, will be taken by the Realty
Company to authorize the
execution, delivery and performance of this Agreement, the Related Agreements,
Buyers Documents, the Confidentiality Agreement and the Memorandum of
Agreement. This Agreement, the Confidentiality Agreement and the Memorandum of
Agreement are, and the Related Agreements and Buyers Documents, when executed
and delivered will be, valid and binding obligations of the Buyer or the Realty
Company, as the case may be. Neither the execution and delivery of this
Agreement, the Related Agreements, Buyers Documents, the Confidentiality
Agreement or the Memorandum of Agreement nor the consummation of the transac-

32

---



tions contemplated hereby or thereby nor compliance
by Buyer or the Realty Company, as the case may be, with any of the provisions
hereof or thereof will (i) violate, or conflict with, or result in a breach of
any provisions of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
Properties which are subject to the Security Instruments (the Collateral)
under, any of the terms, conditions or provisions of the Certificate of
Incorporation or By-Laws of Buyer or the Partnership Agreement of the Realty
Company, as the case may be, or any note, bond, mortgage, indenture, deed of
trust, license, agreement or other instrument or obligation by which any of the
Collateral may be bound or affected, except for such conflict, breach or
default disclosed in writing by Buyer to Texaco as to which requisite waivers
or consent shall have been obtained prior to the Closing Date, or (ii) violate
any order, writ, injunction, decree, statute, rule or regulation applicable to,
or affecting, any of the Collateral.

(d)
No Brokers. Neither Buyer nor the Realty Company has contacted or had any
dealings with or entered into, and will not enter into, any agreement,
arrangement or understanding with any broker, leasing agent, finder or similar
person or entity with respect to this Agreement and

33

---



the transaction contemplated herein which will result in
the obligation of Buyer, Texaco or any member of the GOC Group to pay any finders
fee, brokerage commission or similar payment in connection with the transaction
contemplated herein.

(e)
Validity of Liens. The Security Instruments will each create a valid and
continuing lien and security interest in the Collateral in favor of GRMC, subject
to no other lien, security interest or adverse claim except as described in the
Second Mortgages and Deeds of Trust and the PT Leases.

(f)
Consents and Approvals. Except in accordance with Sections 10(a) and 11(a)
herein and as set forth in Exhibit L hereto, no consent, approval, permission or
other authorization of or by, or designation, declaration, filing, registration
or qualification with any Federal or state court, administrative agency or other
governmental authority is required on the part of Buyer or the Realty Company, as
the case may be, or in connection with the execution and delivery of this Agreement,
the Related Agreements, Buyers Documents, the Confidentiality Agreement or the
Memorandum of Agreement or the consummation of the transactions contemplated hereby
or thereby.

(g)
Financial Statements. Buyer has delivered to Texaco true and complete copies
of the following financial statements, each of which has been prepared in accordance
with generally accepted accounting principles consistently

34

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applied (except as otherwise stated therein) throughout
the periods indicated:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 Consolidated balance sheets of Buyer and its subsidiaries at January 31, 1983
 and 1984, certified by Coopers & Lybrand, independent certified public accountants,
 and at July 31, 1984 each of which fairly presents the consolidated financial
 position of Buyer and its subsidiaries as of such dates;                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)
 Consolidated balance sheets of Alpha Portland Industries, Inc. (Alpha Portland)
 and its subsidiaries at December 31, 1982 and 1983, certified by Coopers &
 Lybrand, independent certified public accountants, and at September 30, 1984
 each of which, to the best of Buyers knowledge, fairly presents the consolidated
 financial position of Alpha Portland and its subsidiaries as of such dates;                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iii)
 Consolidated statements of income and retained earnings and changes in financial
 position of Buyer and its subsidiaries for the fiscal years ended January 31,
 1982, 1983 and 1984, certified by Coopers & Lybrand, independent certified public accountants, and for
 the six months ended July 31, 1984 each of which fairly presents the consolidated
 results of operations of Buyer and its subsidiaries for the fiscal periods then
 ended; and                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iv)
 Consolidated statements of income and retained earnings and changes in financial
 positon of Alpha Portland and its subsidiaries for the fiscal years ended December
 31, 1981, 1982 and 1983, certified by Coopers & Lybrand, independent certified
 public accountants, and for the nine months ended September 30, 1984 each of which,
 to the best of Buyers knowledge, fairly presents the consolidated results of
 operations of Alpha Portland and its subsidiaries for the fiscal periods then
 ended.

(h)
No Material Adverse Change. Except for the effect of adverse market conditions
in the petroleum industry generally since January 31, 1984 through the date of
this Agreement there has been no material adverse change in the business or financial
condition of Buyer, its Subsidiar-

35

---



ies or, to the best of Buyers knowledge, Alpha Portland
or its Subsidiaries, taken as a whole.

(i)
Disclosure. No representation or warranty made by Buyer in this Agreement
or as provided herein contains any untrue statement of material fact or omits to
state a material fact necessary to make the statements contained therein not false
or misleading.

8.
The Closing. (a) Each party agrees that it will promptly begin preparing
for Closing by commencing performance of the respective obligations hereunder. At
such time that all of the conditions to Closing of this Agreement are fulfilled,
the Closing shall be held on a date agreed upon by the parties which shall be on
or before January 31, 1985 (the Closing Date) effective as of the close of business
on the day immediately preceding the Closing Date (the Closing Time). If the Closing
does not occur by January 31, 1985 by reason of the circumstances set forth in Sections
10(a) or (i) or 11(a) herein, any of the parties may, at its option, at any time
up to 15 days prior to January 31, 1985, or such previously extended Closing Date,
elect, from time to time, to extend such January 31, 1985 Closing Date to a Closing
Date or Dates which in no event shall be later than March 31, 1985.

(b)
The Closing shall take place on the Closing Date at such mutually convenient time
and place as shall be agreed upon by the parties.

36

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(c)
In the event that GRMC cannot transfer the assets comprising its distribution terminal
located in Newark, New Jersey (the Newark Terminal) to the Buyer or the Realty
Company, as the case may be, on the Closing Date because GRMC has not fully complied
with ECRA at that time, it is understood and agreed that the parties hereto will
enter into the ECRA Agreement and the Newark Terminal shall be so transferred promptly
after compliance with ECRA. Until such transfer, Buyer or the Realty Company, as
the case may be, shall not pay GRMC that part of the purchase price allocable hereunder
to the Newark Terminal, and GRMC shall continue to occupy and operate the Newark
Terminal solely for the account of Buyer subject to the terms and conditions of
this Agreement and further subject to Buyer reimbursing GRMC for all operating costs
it may incur (including customary maintenance costs and real property taxes) from
the Closing Date to the transfer date in respect of the Newark Terminal; provided,
however, that the Buyer and its agents shall have the right to enter the
premises for the purposes of assisting GRMC in such operation and operating Buyers
business. Except for the foregoing reimbursement obligations, GRMC shall receive
no fee for such operation, shall be solely responsible for such operation, and GRMC
and the Buyer shall at all times be independent contractors with respect thereto.

37

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9.
Certain Covenants. (a) Conduct of the Operations Business. (i) Except
as disclosed in Exhibit B hereto, from January 1, 1984 through the date of this
Agreement, GOC and GRMC have conducted, and Texaco has caused to be conducted,
and from the date hereof up to and including the Closing Date, GOC and GRMC shall
conduct, and Texaco will cause to be conducted, the business of the Operation only
in the ordinary course, and GOC and GRMC will not do or cause to be done, and Texaco
will ensure that no party shall do or cause to be done, anything which is represented
and warranted not to have been done in this Agreement.

(ii)
In addition, GOC and GRMC will not, and Texaco will ensure that GOC and GRMC will
not, except as otherwise permitted by this Agreement or consented to in writing
by Buyer:

| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)
 knowingly fail to comply with any laws, ordinances, regulations or other governmental
 restrictions applicable in any respect to the Operation or any of the Assets;                                       
| |                                                                                                                                                                                                                 
| | (B)
 grant any powers of attorney to act for the Operation;                                                                                                                                                     
| |                                                                                                                                                                                                                 
| | (C)
 mortgage or pledge or otherwise encumber any of the Assets;                                                                                                                                                
| |                                                                                                                                                                                                                 
| | (D)
 sell, assign or transfer any service stations, or any of the other Assets, other
 than in the ordinary course of business of the Operation or as contemplated by
 the provisions of Section 1(a)(i) herein;
| |                                                                                                                                                                                                                 
| | (E)
 cancel or terminate any contract, agreement or other instrument material to the
 Operation; or                                                                                                             
| |                                                                                                                                                                                                                 
| | (F)
 engage in or enter into any material transaction with respect to the business
 of the Operation of any nature not expressly provided for                                                                   

38

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| |                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | herein, except transactions in the ordinary course of
 business and except transactions which do not exceed $10,000 individually or $100,000
 in the aggregate.                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                           
| | (iii)
 GOC and GRMC shall, and Texaco shall ensure that GOC and GRMC shall, until the
 Closing Date:                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                           
| | (A)
 maintain in full force and effect the insurance policies set forth in Schedule
 B hereto (or policies providing substantially the same coverage);                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                           
| | (B)
 take such action as may reasonably be necessary to preserve the Assets, wherever
 located, which are material to the business of the Operation, including, without
 limitation, the distribution terminals owned by GRMC;                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                           
| | (C)
 maintain its books and records in accordance with generally accepted accounting
 principles and in the manner consistent with past practices and promptly advise
 Buyer in writing of any material adverse change in the condition (financial or
 otherwise) of the Assets or the Operation; and                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                           
| | (D)
 use its best efforts (w) to preserve the business organization of the Operation
 intact, (x) to continue its operations at its present levels, (y) to keep available
 to Buyer the services of the Operations personnel and (z) to preserve for Buyer
 the goodwill of the Operations suppliers, customers, creditors and others having
 business relations with it.

(b)
Access to the Operations Business; Confidentiality. GOC and GRMC shall
furnish, and Texaco shall ensure that GOC and GRMC shall furnish, to Buyer and
Buyers attorneys, accountants, agents and representatives (Representatives)
all information Buyer reasonably requests regarding the Operation, including all
relevant financial information with respect to the Operation, and shall afford Buyer
and its Representatives such opportunities and access, at such times and in such
manner as is reasonably acceptable

39

---



to Texaco, GOC or GRMC to such books, records, Assets,
Properties, and other facilities of the Operation as they may reasonably
request to investigate the accuracy and completeness of such information, and
Buyer or its Representatives shall have the right to reasonably reproduce any
papers in connection with any such examination of the Operation by Buyer or its
Representatives; provided, however, that Buyer agrees to hold in
strict confidence all such information in accordance with (x) the terms of the
Confidentiality Agreement, and (y) the provisions of Paragraph 23 of the
Memorandum of Agreement; and provided, that Buyers Representatives
enter into similar confidentiality agreements at the request of Texaco, GOC or
GRMC; and provided, further, that with respect to any such books
and records not exclusively related to the Operation, Texaco, GOC or GRMC may
make and deliver, and permit inspection of, excerpts of such information as may
be reasonably requested by Buyer or its Representatives.

(c)
Best Efforts; Mutual Cooperation; Performance. Texaco and GRMC agree to
use their respective best efforts (i) to cure title to any of the assets as
provided in Section l(c)(i) herein, (ii) to obtain all necessary consents to
assignments and transfers pursuant to Section 5 herein, (iii) to conduct the
business and provide information to Buyer in accordance with Sections 9(a) and
9(b) herein, and (iv) to assist Buyer, if Buyer elects to hire former GOC Group
personnel, pursuant to Section 9(f) herein.

40

---



The parties hereto agree
that in curing title to assets and obtaining all necessary consents as provided
in clauses (i) and (ii) of the preceding sentence, Texaco or GRMC will pay any
required amounts up to, but not in excess of, $100,000 in the aggregate.
Texaco, GOC and GRMC agree that whenever it is appropriate or necessary for the
Realty Company to perform obligations or exercise rights under this Agreement
or the Related Agreements other than as set forth in Section 2(a) herein, Buyer
will give reasonable written notice thereof to Texaco, GOC or GRMC as may be
appropriate and Texaco, GOC and GRMC will accept such performance or honor such
exercise; provided that any such performance or exercise will not
constitute or be deemed to constitute an assignment of Buyers rights and
obligations hereunder and if such performance or exercise is not satisfactory,
it will not relieve Buyer from any of its obligations or liabilities hereunder
or thereunder.

(d)
Accounts Receivable. The transaction contemplated by this Agreement does
not include the transfer to Buyer by GRMC of the Receivables, other than the
Dealer Amortizations, of the Operation which originated on or prior to the
Closing Date. However, during the sixty day period commencing on the Closing
Date (the Collection Period). Buyer agrees to use its best efforts, in
accordance with Buyers customary collection procedure, and at GRMCs expense
with respect to out-of-pocket costs incurred, to collect on behalf of GRMC the
Receivables retained by GRMC

41

---



hereunder; provided, however,
Buyer shall have no obligation to institute any legal proceedings to collect
such Receivables, or to give preference to the collection of the Receivables
over the collection of its own accounts receivable. Buyer agrees to pay GRMC on
a weekly basis the amount of any and all monies received by Buyer relating to
the Receivables retained by GRMC hereunder. At the end of the Collection
Period, or such earlier date as may be requested by GRMC, Buyer will return to
GRMC all of the Receivables (and related documents) which originated on or
prior to the Closing Date and remain uncollected.

(e)
Agreements with Franchisees. Buyer agrees that promptly after the
Closing it will confirm in writing to each service station dealer or retailer,
contract third-party dealer or retailer or jobber or distributor (collectively,
Franchisees) whose lease, supply contract and/or distributor agreement is
assigned to Buyer at the Closing, the continuance of all existing arrangements
between GOC and GRMC and the Franchisees which Buyer is assuming under Section
3 herein, including the right to use the Trademarks at each such service
station. Buyer further agrees that promptly after the Closing it will also offer
in writing to each Franchisee whose lease, supply contract and/or distributor
agreement is assigned to Buyer at the Closing, an agreement or contract wherein
Buyer will agree and obligate itself to afford to each such Franchisee the same
protection and rights currently provided to it as a

42

---



franchisee under PMPA,
provided that such Franchisee agrees and undertakes to perform all duties and
obligations imposed on it as a franchisee under PMPA as if the terms of PMPA
were applicable as a matter of law to the relationship existing between Buyer
and such Franchisee, and Buyer were a franchisor and Franchisee were a
franchisee as those terms are defined in PMPA. Buyer also agrees that, for
purposes of satisfying the requirements of PMPA, GOC end GRMC may permit (x)
the Franchisees of the service stations in the Territory which GRMC is
retaining pursuant to Section 1(c) herein, and (y), after the transfer of the
Trademarks to User pursuant to Paragraph 17 of the Trademark License Agreement,
the Franchisees of, or in respect of, service stations in the United States
outside the Territory to continue to use the Trademarks under license from
Buyer to Texaco, GOC and/or their affiliates on the same terms and conditions
as set forth in the Trademark License Agreement until the expiration of each
such Franchisees respective then current franchise agreement, or such later
time as may be required by order of a court of competent jurisdiction (provided
that Texaco shall have made a bona fide offer of a Texaco franchise to such
Franchisee).

It
is understood and agreed that Texaco, GOC and GRMC shall have the right and
obligation, in furtherance of Texacos obligation to divest under the Consent
Decree, not less than 90 days prior to the date the Trademarks are transferred
and assigned to Buyer pursuant to Paragraph 17

43

---



of the Trademark License
Agreement, to send notices of termination to each Franchisee (substantially in
the form heretofore delivered by GRMC to Buyer) notifying each Franchisee that
such franchise will be terminated effective as of the date the Trademarks are
transferred and assigned to Buyer.

Buyer
agrees that such notices of termination shall not be construed to be a breach
of any obligation owed Buyer under this Agreement or elsewhere. Buyer further
understands and agrees that in any legal proceeding which may arise from such
notices, Texaco, GOC and GRMC will be bound to abide by any judgment or order
in such legal proceeding and Buyer agrees that compliance with such judgment or
order shall not be construed to be a breach of any obligation owed Buyer under
this Agreement or elsewhere.

(f)
Employees. It is understood and agreed that Texaco, GOC and GRMC shall
not transfer any employees to Buyer and Buyer shall, pursuant to this
Agreement, assume no liabilities or obligations therefor, including, without
limitation, no liabilities or obligations with respect to wages, pensions,
insurance, vacation, severance or termination pay, withholding or unemployment
or other taxes, collective bargaining agreements between Texaco or any member
of the GOC Group and any bargaining unit or union representing employees of
Texaco or any member of the GOC Group or other employee benefit plans or
arrangements. Texaco, GOC and GRMC will use reasonable efforts to assist Buyer
in the event that Buyer elects to hire any personnel who previously

44

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were employed by any of the
members of the GOC Group. It is further understood and agreed that the
currently existing arrangements with respect to the loan of GRMCs personnel to
Buyer will continue until the Closing Date, provided that Buyer continues to
reimburse GRMC in the manner previously agreed upon.

(g)
Antitrust Compliance. Each of GOC, GRMC and Buyer agrees to use, and if
required, Texaco shall cause GOC and GRMC to use, its best efforts to comply as
promptly as practicable with all statutes administered by, and the rules and
regulations of, the FTC and the United States Department of Justice in
connection with the transaction contemplated by this Agreement, including
complying as promptly as practicable with any requests for information. Without
limiting the foregoing, Buyer and Texaco agree to use their respective best
efforts to have Buyer approved by the FTC as the purchaser of the Operation
under the Consent Decree.

(h)
Negotiations With Third Parties. The parties have incurred and will
incur by the nature of the negotiations and investigations regarding this
Agreement and the Memorandum of Agreement substantial expenses with respect to
the subject matter of this Agreement. Accordingly, Texaco, GOC and GRMC
represent and warrant to Buyer that they have ceased, and agree that they will
not commence, negotiating with other third parties for the sale of any or all
of the Operation. Texaco, GOC and GRMC further agree not to solicit any
inquiries or proposals from, or to negotiate with,

45

---



or provide any information
to, any other person, firm or corporation relating to the sale of any or all of
the Operation.

(i)
Use of Trademark. Texaco, GOC and GRMC consent to the use of the
Trademarks as provided in the Trademark License Agreement. Texaco, GOC and GRMC
also consent to the use by Buyer, and by one or more corporations or
unincorporated divisions which may be organized by Buyer, and agree to
cooperate with Buyer in obtaining the use, of one or more corporate, divisional
or partnership names containing the word GETTY to the extent permitted by
Paragraph 18 of the Trademark License Agreement. Further, Texaco, GOC and GRMC
agree not to use the Trademarks in any petroleum marketing or refining
operations in the jurisdictions enumerated in Paragraph 1 of the Trademark
License Agreement, including, without limitation, in the Delaware Refinery,
except such use as is allowed by Section 9(e) herein.

(j)
Conduct of Buyers Business. Buyer agrees that, from the date hereof up
to and including the Closing Date, Buyer will not merge, consolidate, reorganize,
liquidate or dissolve or enter into any agreement with respect thereto.

(k)
Notice of Material Adverse Change in Buyers Business. Buyer will notify
Texaco of any event (other than changes in general economic conditions or
changes generally affecting the petroleum industry) from and after the date

46

---



hereof up to and including the Closing Date, which, in
Buyers good faith and reasonable judgment, materially adversely affects the
business of Buyer and its subsidiaries, taken as a whole.

(l)
Notice of Material Adverse Change in the Operation. Texaco, GOC and GRMC
will each notify Buyer of any event (other than changes in general economic
conditions or changes generally affecting the petroleum industry) from and
after the date hereof up to and including the Closing Date, which, in their
good faith and reasonable judgment, materially adversely affects the business
of the Operation.

(m)
Powers of Attorney. At or prior to the Closing, all powers of attorney
relating to the Operation shall be revoked by their terms or Texaco, GOC or
GRMC shall revoke them or cause them to be revoked.

(n)
Removal of Excluded Assets. Buyer agrees that GRMC shall have 90 days
after the Closing Date to remove any of the excluded assets listed on Exhibit
E from the Properties. Such removals shall be done only upon reasonable
advance notice to Buyer and during normal business hours. Texaco agrees to
indemnify Buyer pursuant to Section 13(b) herein for any damages caused by GRMC
or its agents by or during such removals. In the event that such excluded
assets are not removed during such ninety (90) day period, such excluded assets
will thereafter become the property of Buyer without any adjustment to the
final purchase price under this Agreement.

47

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(o)
No Franchise Created; Mutual Cancellation Agreement. The parties further
understand and agree that none of them has any intention or desire to create
any franchise relationship between Texaco, GOC or GRMC and Buyer that is
subject to the provisions of the PMPA or any similar state or local government
law, regulation or ordinance by virtue of entering into this Agreement, the
Trademark License Agreement, the Supply Agreement, or any other agreement
among the parties; provided, however, that nothing herein shall
terminate, amend, affect or alter the existing agreements between Texaco and
Leemilts Petroleum, Inc. The foregoing sentence is not intended by the parties
hereto to affect any rights of Franchisees under PMPA or any similar state or
local government law, rule or regulation. The parties further understand and
agree that the transfer of the Trademarks to Buyer pursuant to Paragraph 17 of
the Trademark License Agreement will be, and it is their intention to construe
it as, an event which would make termination of any franchise or franchise
relationship between the parties reasonable if it were ever determined by a
court of competent jurisdiction that such relationship arose.

In
furtherance of the foregoing, the parties agree that not more than 12 days and
not less than 8 days prior to the transfer of the Trademarks pursuant to
Paragraph 17 of the Trademark License Agreement, the parties and the Realty
Company shall enter into a mutual cancellation of any and all franchise and/or
franchise relationship rights among the

48

---



parties and the Realty Company. The effective date of
such mutual cancellation shall be the date on which the Trademarks are
transferred and assigned to Buyer pursuant to Paragraph 17 of the Trademark
License Agreement. The mutual cancellation agreement shall be substantially in
the form of Exhibit O hereto (the Mutual Cancellation Agreement).

(p)
Maintenance Support. Provided that Buyer is not in default under this
Agreement or any of the Related Agreements, GRMC agrees that it will pay Buyer
amounts up to and including $560,000 per year for each of the first three years
after the Closing Date in maintenance support for the service stations and
distribution terminals (including all related equipment) transferred to Buyer
under this Agreement. Such maintenance support shall be paid promptly by GRMC
against third-party vendor invoices for work actually performed, materials or
supplies used or equipment repaired or installed at such service stations and
distribution terminals (including all related equipment).

(q)
Financial Information. From and after the date hereof and until such
time as the Subordinated Note shall have been paid in full, Buyer will provide
Texaco with copies of all (i) reports and other financial information filed by
it after the date hereof with the Securities and Exchange Commission pursuant
to Section 13 of the Securities Exchange Act of 1934, as amended, and (ii) (x)
unaudited financial statements of the Realty Company within 45 days after the
end of each fiscal quarter of the Realty Company

49

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and (y) audited (by Coopers & Lybrand or other nationally recognized
firm of independent certified public accountants) financial statements of the
Realty Company within 90 days after the end of each fiscal year of the Realty
Company.

10.
Conditions to Obligations of Buyer. The obligation of Buyer to
consummate the transactions contemplated by this Agreement shall be subject to
the fulfillment, or the waiver by Buyer, on or prior to the Closing Date, of
the following conditions:

(a)
Antitrust Compliance. Buyer shall have been approved by the FTC as the purchaser of the
Operation under the Consent Decree. No preliminary or permanent injunction,
court order, order issued by or consent decree entered into with the FTC, or
other regulatory restraint shall be in effect which prevents Texaco, any member
of the GOC Group or Buyer from performing any of its obligations hereunder and,
after reasonably diligent efforts to remove same, remains in effect at the
Closing Date, as it may be extended pursuant to Section 8 herein.

(b)
Approvals and Consents. Except as set forth in Exhibit L hereto, Texaco,
GOC and GRMC shall have obtained all requisite approvals and consents from
governmental or regulatory bodies or agencies or pursuant to leases, mortgages,
contracts, agreements, permits or licenses for the transfer of the Assets to
Buyer in the manner contemplated by this Agreement.

50

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(c)
Trademarks. Buyer shall be satisfied that there are no material
limitations on Buyers ability to use the Trademarks after the Closing in the
manner contemplated by the Trademark License Agreement in the jurisdictions enumerated
therein.

(d)
PMPA Compliance. Buyer shall be satisfied that the parties have complied with
the PMPA and any other similar state or local government law, regulation or
ordinance pertaining to service stations.

(e)
Representations and Warranties True at the Closing Date. The
representations and warranties of Texaco, GOC and GRMC contained in this
Agreement shall be deemed to have been made again on and as of the Closing Date
and shall then be true and correct in all material respects, and on the Closing
Date, each of Texaco, GOC and GRMC shall have delivered to Buyer a certificate
to such effect signed by the Vice Chairman of the Board and by the principal
financial officer in the case of Texaco, and by the President or any Vice
President and the principal financial officer in the case of GOC and GRMC.

(f)
Performance by Texaco, GOC and GRMC. Each of the obligations of Texaco,
GOC and GRMC to be performed by them on or before the Closing Date, pursuant to
the terms of this Agreement, shall have been duly performed by the Closing Date
and, on the Closing Date, each of Texaco, GOC and GRMC shall have delivered to
Buyer a certificate to such effect signed by the Vice Chairman of the Board and
by the

51

---



principal financial officer in
the case of Texaco, and by the President or any Vice President and the
principal financial officer in the case of GOC and GRMC.

(g)
Authority. All action required to be taken by, or on the part of, Texaco
or any member of the GOC Group to authorize the execution, delivery and
performance of this Agreement, the Related Agreements, the Operative Documents,
the Confidentiality Agreement and the Memorandum of Agreement and the
consummation of the transaction contemplated hereby and thereby shall have been
duly and velidly taken by the Boards of Directors (or Executive Committees) of
Texaco and the members of the GOC Group, as appropriate.

(h)
Opinion of Texacos Counsel. There shall have been delivered to Buyer an
opinion of Arthur G. Taylor, Esq., a General Attorney of Texaco, dated the
Closing Date and addressed to Buyer, to the effect that:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)
 Texaco, GOC and GRMC are each corporations duly organized, validly existing
 and in good standing under the laws of the State of Delaware and have
 corporate power to carry on the business of the Operation as it is then being
 conducted (including the power to own or lease the Assets);                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii)
 Texaco and each member of the GOC Group, as appropriate, have full corporate
 power and authority to enter into this Agreement, the Related Agreements, the
 Operative Documents, the Confidentiality Agreement and the Memorandum of
 Agreement and to carry out their respective obligations thereunder; the
 execution, delivery and performance of this Agreement, the Related
 Agreements, the Operative Documents, the Confidentiality Agreement and the
 Memorandum of Agreement by Texaco and by each member of the GOC Group, as
 appropriate, including without limitation the sale, conveyance, assignment,
 transfer and delivery of the Assets as provided herein and therein, have been
 duly authorized and approved by all

52

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | requisite corporate action
 of Texaco and of each member of the GOC Group, as appropriate, and, this
 Agreement, the Related Agreements (other than the Mutual Cancellation
 Agreement), the Operative Documents, the Confidentiality Agreement and the
 Memorandum of Agreement have been duly executed and delivered by Texaco and
 by each member of the GOC Group, as appropriate, pursuant to such
 authorization and constitute valid and binding obligations of Texaco and of
 each member of the GOC Group, as appropriate, enforceable in accordance with
 their respective terms;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iii)
 Neither the execution and delivery of this Agreement, the Related Agreements,
 the Operative Documents, the Confidentiality Agreement or the Memorandum of
 Agreement nor the consummation of the transactions contemplated hereby or
 thereby nor compliance by Texaco or any member of the GOC Group with any of
 the provisions hereof or thereof will (x) violate or conflict with, or result
 in a breach of any provisions of the Certificate of Incorporation or By-laws
 of Texaco or any member of the GOC Group, (y) to the best of such counsels
 knowledge, violate, conflict with, result in a breach of any provisions of,
 or constitute a default (or an event which, with notice or lapse of time or
 both, would constitute a default) under, or result in the termination of, or
 accelerate the performance required by, or result in the creation of, any
 lien, security interest, charge or encumbrance upon any of the Assets under,
 any of the terms, conditions or provisions of any note, bond, mortgage,
 indenture, deed of trust, license, agreement or other instrument or
 obligation of which such counsel has knowledges to which Texaco or any member
 of the GOC Group is a party, or by which Texaco or any member of the GOC
 Group or any of the Assets may be bound or affected, except for any such
 conflict, breach or default heretofore disclosed in writing by Texaco to
 Buyer as to which requisite waivers or consents (specifying such waivers or
 consents) shall have been obtained by Texaco or any member of the GOC Group
 by the Closing Date, or (z) violate any order, writ, injunction or decree, of
 which such counsel has knowledge, or any statute, rule or regulation
 applicable to Texaco or any member of the GOC Group, the Operation or any of
 the Assets;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iv)
 To the best of such counsels knowledge, the Assets are free and clear of any
 and all liens and encumbrances except as otherwise disclosed in Exhibit L
 hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

53

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v)
 Except as otherwise disclosed in Exhibit M hereto, such counsel does not know
 of any litigation, proceeding, labor dispute (other than routine grievance
 procedures) arbitration or governmental investigation pending or threatened
 against Texaco or any member of the GOC Group with respect to the business
 of, or otherwise relating to, the Operation, or the Assets, or the transaction
 contemplated by this Agreement, or Operation personnel in reference to
 actions taken by them in such capacities or of any legal impediment to the
 operation of the Properties and business of the Operation in the ordinary
 course;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (vi)
 The Deeds, Bills of Sale and other instruments of conveyance and transfer
 referred to in Section 4 herein are valid in accordance with their terms and
 effectively vest in Buyer or the Realty Company good title in and to the
 Assets, free and clear of all liens, claims and security interests
 whatsoever, except as disclosed in Exhibit L hereto (assuming that Buyer or
 the Realty Company has no actual knowledge of any adverse claims to the
 Assets and that Buyer or the Realty Company is duly authorized and empowered
 to accept title to the Assets);                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (vii)
 The merger provided for in the Merger Agreement has been completed; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (viii)
 No consent, approval, permission or other authorization of or by, or
 designation, declaration, filing, registration or qualification with any
 Federal or state court, administrative agency or other governmental authority
 is required on the part of Texaco or any member of the GOC Group in
 connection with the execution and delivery by Texaco GOC or GRMC of this Agreement,
 the Related Agreements, the Operative Documents, the Confidentiality
 Agreement and the Memorandum of Agreement or the consummation of the
 transactions contemplated hereby and thereby.                                                     

The
opinion of Texacos counsel may (x) rely on the opinion of GOCs counsel as to
matters involving GOC or any member of the GOC Group, (y) be given subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the enforceability of creditors rights generally, and (z) be
limited to the extent

54

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that enforcement may be
affected by the availability of equitable remedies or the applicability of
principles of equity. In addition, any matters as to which Texacos counsel is
required to state an opinion based on his knowledge shall be made after due
inquiry of the legal staff of Texaco and of the legal staff of each member of
the GOC Group.

(i)
Litigation. No claim, action, suit, investigation or other proceeding
shall be pending or threatened before any court or governmental agency
challenging the purchase of the Assets by Buyer or which may in the reasonable
judgment of Buyer otherwise affect Buyer, the Assets or the Operation in a
manner which is materially adverse.

(j)
No Material Adverse Changes or
New Facts. There shall not, in Buyers judgment, have been since December
31, 1983 any development which materially adversely affects, or is reasonably
likely to materially adversely affect, the Assets or the Operation (other than
changes in general economic conditions or changes generally affecting the
petroleum industry). Neither shall Buyer have discovered any fact which in its
judgment materially and adversely affects the Operation or the Properties taken
as a whole and not disclosed to it pursuant to this Agreement.

(k)
Assets. GRMC or GOC shall have title to all of the Assets, free and
clear of all claims, liens, security interests, charges and encumbrances except
as set forth in Exhibit L hereto.
The Deeds, Bills of Sale and other instruments of conveyance and transfer
referred to in Section

55

---



4 herein shall have been
duly and validly executed and delivered and shall effectively vest in Buyer or
the Realty Company, as the case may be, title to all of the Assets free and
clear of any lien, security interest or encumbrance, except as set forth in
Exhibit L hereto.

(1)
Forms of Documents. Buyer shall have approved the forms of the Operative
Documents, the Subordinated Note and the Security Instruments, which approval
shall not be unreasonably withheld.

11.
Conditions to Obligations of Texaco, GOC and GRMC. The obligations of
Texaco, GOC and GRMC to consummate the transaction contemplated hereby shall be
subject to the fulfillment, or the waiver by Texaco, GOC and GRMC on or prior
to the Closing Date, of the following conditions:

(a)
Antitrust Compliance. No preliminary or permanent injunction, court
order, order issued by or consent decree entered into with the FTC, or other
regulatory restraint shall be in effect which prevents Texaco, any member of
the GOC Group or Buyer from performing any of its obligations hereunder and,
after reasonably diligent efforts to remove same, remains in effect at the
Closing Date, as it may be extended pursuant to Section 8 herein.

(b)
Representations and Warranties True at the Closing Date. The
representations and warranties of Buyer contained in this Agreement shall be
deemed to have been made again at and as of the Closing Date and shall then be
true and correct in all material respects, and on the Clos-

56

---



ing Date,
Buyer shall hava delivered to Texaco a certificate to such effect, signed by
its President and by its Chief Financial Officer.

(c)
Buyers Performance. The Realty Company shall have executed the
acknowledgment on the last page of this Agreement; and Buyer or the Realty
Company, as the case may be, shall on the Closing Date pay to GRMC the purchase
price for the Assets as provided in Section 2 herein and shall assume all of
the obligations to be assumed by it pursuant to Section 3 herein.

(d) Authority. All action required to be taken by, or on the part of,
Buyer or the Realty Company to authorize the execution, delivery and
performance of this Agreement, the Related Agreements, Buyers Documents, the
Confidentiality Agreement and the Memorandum of Agreement by it, and the
consummation of the transaction contemplated hereby and thereby shall have been
duly and validly taken by the Board of Directors of Buyer or the general
partners of the Realty Company.

(e) Opinion of Buyers Counsel. There shall have been delivered to
Texaco an opinion of Buyers counsel, Messrs. Dewey, Ballantine, Bushby, Palmer
& Wood, dated the Closing Date and addressed to Texaco, GOC and GRMC, to
the effect that:

| |                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------
| | (i)
 Buyer is a corporation duly organized and existing and in good standing under
 the laws of the State of Delaware;

57

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) The Realty Company is
a limited partnership duly organized and validly existing under the laws of the State
 of New York;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii) Buyer and the Realty
Company each
 has, as necessary, full power and authority to enter into this Agreement, the
 Related Agreements, Buyers Documents, the Confidentiality Agreement and the
 Memorandum of Agreement and to carry out their obligations thereunder; all
 requisite corporate action has been taken by the Board of Directors of Buyer
 and by the general partners of the Realty Company, as the case may be, to
 authorize the execution, delivery and performance of this Agreement, the
 Related Agreements, Buyers Documents, the Confidentiality Agreement and the
 Memorandum of Agreement by Buyer or the Realty Company, as the case may be,
 and, this Agreement, the Related Agreements (other than the Mutual Cancellation
 Agreement), Buyers Documents, the Confidentiality Agreement and the
 Memorandum of Agreement have been executed and delivered by Buyer or the
 Realty Company, as the case may be, pursuant to such authorization and
 constitute the valid and binding obligation of Buyer or the Realty Company,
 as the case may be, enforceable in accordance with their respective terms;                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iv) Neither the execution
and delivery of
 this Agreement, the Related Agreements, Buyers Documents, the Confidentiality
 Agreement and the Memorandum of Agreement nor the consummation of the
 transactions contemplated hereby and thereby nor compliance by Buyer or the
 Realty Company with any of the provisions hereof or thereof will (x) violate,
 or conflict with, or will result in a breach of any provisions of the
 Certificate of Incorporation or By-laws of Buyer or, if applicable, the
 Partnership Agreement of the Realty Company, (y) to the best of such
 counsels knowledge, violate, conflict with, result in a breach of any provisions
 of, or constitute a default (or an event which, with notice or lapse of time
 or both, would constitute a default) under, or result in the termination of,
 or accelerate the performance required by, or result in the creation of any
 lien, security interest, charge or encumbrance upon any of the Collateral
 under any of the terms, conditions or provisions of any note, bond, mortgage,
 indenture, deed of trust, license agreement or other instrument or obligation
 known to such counsel by which any of the Collateral may be bound or
 affected, except for such conflict, breach or default disclosed in writing by
 Buyer to

58

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Texaco as to
 which requisite waivers or consents (specifying such waivers or consents)
 shall have been obtained by the Closing Date, or (z) violate any order, writ,
 injunction or decree, of which such counsel has knowledge, or any statute,
 rule or regulation applicable to, or affecting, any of the Collateral;                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (v) The Security Instruments create a valid and continuing lien and security
 interest in the Collateral in favor of GRMC, subject to no other lien,
 security interest or adverse claim except as described in the Second
 Mortgages and Deeds of Trust; and                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (vi) No consent, approval, permission or other authorization of or by, or
 designation, declaration, filing, registration or qualification with any
 Federal or state court, administrative agency or other governmental authority
 is required on the part of Buyer or, as applicable, the Realty Company in
 connection with the execution and delivery of this Agreement, the Related
 Agreements, Buyers Documents, the Confidentiality Agreement or the
 Memorandum of Agreement by the Buyer or the consummation of the transactions
 contemplated hereby and thereby.

The
opinion of Buyers counsel may (y) be given subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting the
enforceability of creditors rights generally, and (z) be limited to the extent
that enforcement may be affected by the availability of equitable remedies or
the applicability of principles of equity.

(f) Forms of Documents. Texaco and GRMC shall have approved the forms of
the Operative Documents, the Subordinated Note, the Security Instruments and
the PT Leases, which approval shall not be unreasonably withheld.

12.
Bulk Sales Act. The parties hereby waive compliance with the provisions
of any applicable bulk sales

59

---



laws,
including Article 6 of the Uniform Commercial Code. Texaco, GOC and GRMC,
jointly and severally, agree to indemnify and hold harmless Buyer and the
Realty Company from and against any and all losses, claims, demands, damages,
costs and expenses (including reasonable attorneys fees) of every kind,
nature, or description, arising out of or resulting from any failure to comply
with any applicable bulk sales law. Buyer shall give Texaco notice of any such
claim for indemnification in accordance with Section 13(e) herein.

13.
Nature and Survival of Representations; Indemnification; etc.

(a) Nature and Survival of Covenants, Representations and Warranties.
All statements contained in any Schedule or Exhibit hereto or in any
certificate or instrument of conveyance delivered by or on behalf of Texaco,
GOC and GRMC pursuant to this Agreement or in connection with the transaction
contemplated hereby, except for covenants, shall be deemed representations and
warranties by Texaco, GOC and GRMC hereunder. All covenants, representations
and warranties of Texaco, GOC and GRMC made in this Agreement shall survive the
Closing Date, notwithstanding any investigation at any time made by or on
behalf of Buyer, except that all representations and warranties will terminate
two years after the Closing Date.

All
statements contained in any Schedule or Exhibit hereto or in any certificate or
instrument of conveyance delivered by or on behalf of Buyer pursuant to this
Agreement or in connection with the transaction contemplated

60

---



hereby, except for
covenants, shall be deemed representations and warranties by Buyer hereunder.
All covenants, representations and warranties of Buyer made in this Agreement
shall survive the Closing Date, notwithstanding any investigation at any time
made by or on behalf of Texaco, GOC and GRMC, except that all representations
and warranties will terminate two years after the Closing Date.

(b)
Agreement by Texaco, GOC and GRMC to
Indemnify. In addition to indemnifying Buyer and the Realty Company in
accordance with Sections 9(n) or 12 herein, Texaco, GOC and GRMC, jointly and
severally, agree, as part of the consideration for the transaction which is the
subject of this Agreement, to indemnify and hold harmless Buyer and the Realty
Company from and against any and all claims, demands or causes of action and
any liability, cost, expense (including but not limited to reasonable
attorneys fees and expenses incurred in defense of Buyer and the Realty
Company), damage or loss which may be asserted by Buyer and the Realty Company
or any other party or parties, on account of acts or omissions on the part of
Texaco or any member of the GOC Group in respect of the Operation on or prior
to the Closing Date, including, without limitation, (x) any loss due to any
breach of a representation, warranty or covenant hereunder, (y) any loss on
account of personal injury or death or property damage caused by or arising out
of any event or occurrence happening on or prior to the Closing Date at the
Operation, and (z) any loss resulting from any event, occurrence, condition or
state of repair at the Oper-

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ation which
came into existence before the Closing Date, resulting from, but not limited
to, the personal property, fixtures, equipment, underground storage tanks and
connecting piping whether above or below ground, or any use thereof; provided,
that Buyer and the Realty Company shall not be indemnified by Texaco, GOC or
GRMC with respect to any claims asserted against Buyer and the Realty Company
or by Buyer and the Realty Company against Texaco, GOC or GRMC more than one
year after the Closing Date regarding leaks or seepage from underground tanks
or connecting piping whether above or below ground. Notwithstanding the
indemnification by Texaco, GOC and GRMC set forth in the preceding sentence
with respect to damage caused by underground storage tanks or connecting
piping, whether above or below ground, Buyer agrees that it will be responsible
for the repair or replacement of all equipment purchased pursuant to this
Agreement, including without limitation underground storage tanks and
connecting piping, whether above or below ground, which require repair or
replacement after the Closing. Buyer agrees that it will not assert any claims
(other than claims for indemnification hereunder) or causes of action against
Texaco or the GOC Group for leaking tanks or piping or underground leaks,
unless Texaco fails to abide by and perform the foregoing indemnification. It
is understood and agreed that the foregoing indemnification shall include any
claims or proceedings asserted by the U.S. Environmental Protection Agency
where the contamination of gasoline (or allegation

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thereof) was
caused by Texacos, GOCs or GRMCs acts or omissions.

Texaco,
GOC and GRMC, jointly and severally, also agree to indemnify and hold harmless Buyer and the Realty Company with respect to costs,
expenses
(including, but not limited to,
reasonable attorneys fees and expenses incurred in defense of Buyer and the Realty Company), judgments, assessments and other
losses incurred by Buyer and
the Realty Company as a result of non-compliance (or alleged non-compliance) by Texaco or any member of the GOC
Group in respect of the Operation
prior to the Closing with PMPA or other
similar state or local government law, regulation or ordinance pertaining to service stations; provided,
however, that when such alleged
non-compliance is a result of the transaction
which is the subject of this Agreement, the Buyer and the Realty Company shall be indemnified pursuant to Sections 13(d) or (f)
herein.

(c)
Buyers Agreement to Indemnify. Buyer agrees, as a part of the consideration for the transaction which is the subject of
this Agreement, to
indemnify and hold harmless Texaco,
GOC and GRMC from and against any and all
claims, demands or causes of action and any liability, cost, expense (including but not limited to
reasonable attorneys fees and
expenses incurred in defense of Texaco, GOC and GRMC), damage or loss which may be asserted by Texaco, GOC or GRMC or any other party
or
parties, on account of Buyers or the
Realty Companys acts or omissions

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in
respect of the Operation
(including, without limitation, acts or omissions of Franchisees who use the Trademarks through Buyer) after the
Closing Date, including, without limitation, (x) any loss due to any breach of a
representation,
warranty or covenant hereunder, (y) any loss on account of personal injury
or death or property damage caused by or arising out of any event or occurrence happening
after the
Closing Date at the Operation, and (z) any loss resulting from any event,
occurrence, condition or state of repair at the Operation which came into existence after
the Closing Date
resulting from, but not limited to, the personal property, fixtures,
equipment, underground storage tanks and connecting piping, whether above or below ground,
or any use thereof.
It is understood and agreed that the foregoing indemnification shall include
any claims or proceedings asserted by the U.S. Environmental Protection Agency
where the
contamination of gasoline (or allegation thereof) was caused by Buyer or the
Realty Companys acts or omissions.

Buyer
also agrees to indemnify and hold harmless Texaco, GOC and GRMC
with respect to costs, expenses (including, but not limited to, reasonable attorneys fees
and expenses
incurred in defense of Texaco, GOC and GRMC), judgments, assessments and
other losses incurred by Texaco, GOC or GRMC as a result of acts or omissions resulting
in non-compliance
(or alleged non-compliance) by the Buyer or the Realty Company in respect of the Operation
after the Closing
Date (other than as a result of the transaction

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which is the subject of this Agreement) with
PMPA or other similar state or loca1
government law, regulation or ordinance
pertaining to service stations. For purposes of this paragraph acts or omissions shall be deemed to
also include termination or
non-renewal (and allegations thereof)
as such terms are used in PMPA, but shall not be deemed to include any situation where Buyer or the Realty Company
has offered to renew a franchise (as such term is used in PMPA) in the manner prescribed by PMPA. Further, Buyer and the
Realty Company agree that in the
event that their acts or omissions are determined by a court of competent jurisdiction to be the event which resulted in
the termination or non-renewal,
the foregoing indemnification will
apply notwithstanding the fact that it was also alleged that the transaction which is the subject of this Agreement also constituted
a violation of PMPA,
unless a court of competent
jurisdiction shall determine that the transaction
which is the subject of this Agreement also constituted a violation of PMPA, in which event Buyer and Texaco
(or GRMC, as the case may be) shall share equally in the aforesaid costs, expenses, judgments, assessments and other losses.

(d)
Indemnity Relating to the Transaction which is the Subject of this
Agreement.
Texaco, GOC and GRMC, jointly and severally, also agree to indemnify and hold harmless Buyer and the Realty Company with
respect to their costs, expenses (excluding
attorneys fees and expenses

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incurred
in defense of Buyer and the Realty Company which shall be borne by Buyer
and the Realty Company), judgments, assessments and other losses incurred by Buyer and
the Realty
Company as a result of non-compliance (or alleged non-compliance) by
Texaco or any member of the GOC Group as a result of the transaction which is the subject of
this Agreement
with PMPA or other similar state or local government law, regulation or ordinance pertaining to
Franchisees. Notwithstanding
the foregoing, Buyer agrees that it shall be liable for 10% of the judgments, assessments,
settlements and
other losses enumerated in the preceding sentence (whether arising out of
individual actions hereunder or class actions as set forth in Section 13(f) herein), but such liability shall not
exceed in the aggregate $1 million; provided, however, that the attorneys fees and expenses of Buyer and the Realty
Company in connection therewith shall not be included in such $1 million. The parties
agree that the foregoing indemnification applies only to claims or causes of action asserted
by third parties against Buyer or the Realty Company and that Texaco, GOC and GRMC shall
not be responsible to Buyer or
the Realty Company for the consequences of
any injunctive relief therefrom, including, without limitation, any order or requirement that Buyer or the Realty Company divest
itself of any of the assets
acquired hereunder, except as and to
the extent provided in Section 2(d)
herein. Buyer agrees, on behalf of itself and the Realty Company, that it will not assert any claims
(other

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than
claims for indemnification hereunder) or causes of action against Texaco
or the GOC Group for violation of PMPA or other similar state or local government law,
regulation or
ordinance pertaining to service stations arising out of the transaction which is
the subject of this Agreement, unless
Texaco fails to comply with Section 2(d) herein or fails to abide by or comply with the foregoing indemnification.

(e)
Defense; Notice of Claims. Except as provided in Sections 13(d)
or (f) herein, each party shall retain
its own counsel and defend itself, subject to being reimbursed by the indemnifying party for reasonable attorneys fees and
expenses pursuant to this Section
13. The indemnified party agrees to
give the indemnifying party thirty
(30) days written notice of any action, suit, proceeding or discovery of fact upon which the indemnified party intends to base a
claim for indemnification
(Claim) under Sections 9(n) or 12
or subsections (b), (c) and (d) of this Section 13. Failure by the
indemnified party to notify the indemnifying party shall relieve the
indemnifying party from any liability under this Agreement to the indemnified party with respect to such a Claim. Except as
provided in Sections 13(d) or (f) herein, the indemnifying party shall have the right to participate jointly with the
indemnified party in the indemnified
partys defense of any claim, demand,
lawsuit or other proceeding in connection with which indemnification is claimed hereunder. With
respect to any

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issue
involved in such claim, demand, lawsuit or other proceeding as to which the
indemnifying party shall have acknowledged in writing the obligation to indemnify the
indemnified
party hereunder, the indemnifying party shall have the sole right to settle
or otherwise dispose of such claim, demand, lawsuit or other proceeding on such terms
as the indemnifying
party, in its sole discretion, shall deem appropriate. In addition, the parties agree to cooperate
in any
defense or settlement and to give each other full access to all information
relevant thereto.

(f)
PMPA
Class Action. Texaco, GOC and GRMC shall, jointly and severally, assume the defense of any cause of action brought
by any one or more Franchisees alleging a class action asserting violations of, or rights under, PMPA or other
similar state or local government law, regulation or ordinance pertaining to service
stations. Buyer
and the Realty Company shall have the right to participate in such defense,
but they shall bear the costs (including attorneys fees and expenses) of their
participation
and such costs shall not be included in the $1 million referred to in Section
13(d) herein. Texaco, GOC and GRMC, as the indemnifying parties, shall have all of the
rights set
forth in the penultimate sentence of Section 13(e) herein.

(g)
Liability Threshold
and Right of Set-Off. Notwithstanding anything to the contrary set
forth in this Agreement, neither
Texaco, GOC or GRMC, nor Buyer or the

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Realty Company shall be liable under Section 12 or
Subsections (b), (c) and (d) of this Section 13 as a result of any acts or
omissions (other than non-compliance with PMPA or other similar state or local
government law, regulation or ordinance pertaining to service stations) in
respect of the Operation or as a result of the transaction which is the subject
of this Agreement except to the extent that the liabilities, costs, expenses
(including but not limited to the reasonable attorneys fees and expenses incurred
in defense of the other party or parties) damages, losses, judgments or
assessments incurred by the other party or parties as a result of such acts or
omissions shall exceed in the aggregate $100,000.

The
obligation of any party to indemnify another party under Section 12 or
Subsections (b), (c) and (d) of this Section 13 is subject to the indemnifying
partys right to deduct and withhold, by way of set-off, from the payment of
any money due the indemnified party, the amount of money by which the
indemnified party is in default of payment to the indemnifying party under this
Agreement or any one or more of the Related Agreements; provided, however,
that both the claim for and the amount of payment are undisputed between the
parties.

(h)
Standard of Materiality. For purposes of the representations and
warranties of Texaco, GOC and GRMC made in this Agreement, transactions or
events shall be deemed to be material with respect to the business of the
Operation or

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the Assets, taken as a whole, if Buyer or the Realty
Company would have a claim for indemnity under Sections 12 or 13 herein
(without giving effect to the threshold limitation of Section 13(g) herein)
with respect to transactions or events which exceed $10,000 individually or
$100,000 in the aggregate.

14.
Related Agreements. At the Closing, the appropriate parties will enter
into the Trademark License Agreement, the Supply Agreement and the Delaware
City Handling Agreement and, if required, the ECRA Agreement as set forth
below.

(a)
Trademark License Agreement. At the Closing, Texaco, GOC and Buyer shall
enter into a Trademark License Agreement substantially in the form of Exhibit P
hereto (the Trademark License Agreement) in respect of the Trademarks,
including, without limitation, the trade name and trademark Getty or any
variation thereof or combination of words therewith and as otherwise described
in the Trademark License Agreement.

(b)
Supply Agreement and Delaware City Handling Agreement. At the Closing,
Buyer and Texaco shall enter into a Product Supply Agreement substantially in
the form of Exhibit Q hereto (the Supply Agreement) and related Delaware City
Handling Agreement substantially in the form of Exhibit R hereto (the Delaware
City Handling Agreement) pursuant to which Texaco agrees that for a period of
three years after the Closing, it will sell to Buyer, at Buyers

70

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option, up to (i) 22 million barrels per annum of Buyers
requirements for gasoline products for the Operation, and (ii) 11 million
barrels per annum of Buyers requirements for middle distillate petroleum
products for the Operation.

It
is understood and agreed that the prices (and other terms and conditions) to be
paid by Buyer for petroleum products to be sold by Texaco under the Supply
Agreement for three years were negotiated as part of the total consideration to
be paid by Buyer for the Assets to be transferred to Buyer pursuant to this
Agreement and that Texaco would not offer such petroleum product prices (and
other terms and conditions) for such a lengthy period of time except in the
context of the transaction which is the subject of this Agreement. It is also
understood and agreed that Texacos supply obligation to Buyer under this
Agreement and under the Supply Agreement is only for the aforesaid three year
term. If Buyer has not obtained alternative sources of supply after the
aforesaid three year term of the Supply Agreement, Texaco shall have no
obligation to provide petroleum products to Buyer at any price after the
expiration of the aforesaid three year term. Buyer agrees to waive, and does
hereby waive, any claim that it may have to have petroleum products supplied to
it after the aforesaid three year term. Buyer further understands and agrees
that if, for any reason, Texaco should at any time enter into negotiations to
supply Buyer after the expiration of the Supply Agreement, Buyer shall not
assert any right to a

71

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price calculated in the manner set forth in the Supply
Agreement. The parties agree that this paragraph is not intended to, and does
not, apply to any supply arrangements between Texaco and Leemilts Petroleum,
Inc.

In
furtherance of the foregoing, Buyer covenants with Texaco, GOC and GRMC that
Buyer will not bring an action in any court or claim before any regulatory
agency asserting any rights against Texaco, GOC or GRMC to purchase petroleum
products from Texaco, GOC or GRMC after the expiration of the aforesaid three
year period.

(c)
ECRA Agreement. At the Closing, Texaco, GRMC, Buyer and the Realty
Company will, if required by the provisions of Section 8(c) hereof, enter into
an Agreement regarding the clean-up of the Newark Terminal in compliance with
ECRA (the ECRA Agreement).

15.
Terminaling Arrangements. Texaco agrees that, in addition to the
arrangements provided for in the Delaware City Handling Agreement, for a period
of three years after the Closing it will provide to Buyer at Texacos
distribution terminals throughput and storage facilities for use by the
Operation at then prevailing charges and in mutually agreeable reasonable
quantities. Exchange arrangements and in-plant purchase agreements will be
entered into on terms as may be mutually agreed upon by the parties. It is
understood and agreed that, notwithstanding the foregoing, Texaco has the
absolute right in its sole discretion to terminate or reduce the scope of
operations at any of its

72

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distribution terminals; provided, however,
that Buyer shall have the right to use of any of Texacos other distribution
terminals for the throughput and storage facilities previously made available
to Buyer at any such terminal where there is available capacity. Texaco further
agrees to cause GRMC to perform all of its obligations under the Delaware City
Handling Agreement.

16.
Specific Performance; Payment of Certain Expenses; Sales and Use Taxes.
(a) Each of the parties agree that any actual or threatened breach of any of
the covenants or agreements contained in this Agreement shall entitle the other
party to apply to any court of competent jurisdiction to enjoin such breach or
otherwise enforce the obligations of the defaulting party hereunder. If Texaco, GOC or GRMC are unable to close
the transaction due to the circumstances set forth in Section 11(a) herein by
the Closing Date (as it may be extended), Texaco, GOC and GRMC agree to
reimburse Buyer for its expenses in connection with the transaction which is
the subject matter of this Agreement, including without limitation the
Memorandum of Agreement, this Agreement and the Related Agreements up to
$250,000.

(b)
Except in accordance with Section 4(a) herein and subsection (a) of this
Section 16, each party will be liable for its own costs and expenses incurred
in connection with the negotiation, preparation, execution or performance of
the transaction which is the subject matter of this Agreement, including without
limitation the Memorandum of

73

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Agreement, this Agreement and the Related Agreements
(including without limitation, any and all legal, accounting and other
professional fees and expenses), irrespective of whether the transaction
closes. However, GRMC, on the one hand, and Buyer, on the other hand, shall
each be liable for one-half of all applicable sales and use taxes resulting
from the consummation of this transaction.

17.
Waiver. Any of the terms or conditions of this Agreement may be waived
at any time and from time to time in writing by the party entitled to the
benefits thereof without affecting any other terms or conditions of this
Agreement.

18.
Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given, if
delivered in person, telegraphed, or mailed by certified or registered mail,
postage prepaid to the following:

| |                  |                                                       
| | ---------------- | ------------------------------------------------------
| | Texaco, GOC     
| | and
 GRMC:      
|
| |                  | Texaco Inc.                                           
| |                  | 2000 Westchester Avenue                               
| |                  | White Plains, New York
 10650                         
| |                  |                                                       
| |                  | Attention: Senior Vice
 President and General
 Counsel
| |                  |                                                       
| | with
 a copy to:
|
| |                  | Texaco Inc. 
 1111 Rusk Avenue 
 Houston, Texas 77002 
| |                  |                                                       
| |                  | Attention: President-Texaco USA                       

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| |                               |                                                                   
| | ----------------------------- | ------------------------------------------------------------------
| | Buyer
 or the Realty Company:
| |                               |                                                                   
| |                               | Power Test Corp. 
 175 Sunnyside Blvd. 
 Plainview, New York 11803
| |                               |                                                                   
| |                               | Attention: President                                              
|
| | with
 a copy to:             
|
| |                               | Dewey, Ballantine, Bushby,
 Palmer & wood                         
| |                               | 140 Broadway 
 New York, New York 10005                           
| |                               |                                                                   
| |                               | Attention: Philip E.
 Coviello, Esq.                              

or to such other person at
such other address as the party to be notified shall have furnished to the
other party in writing. All notices, requests, demands and other communications
shall be effective upon receipt.

19.
Entire Agreement; Amendment. This Agreement and the attached Exhibits
and Schedules, which are specifically made a part of this Agreement, set forth
the entire agreement and understanding of the parties in respect of the
transaction contemplated hereby and supersede all prior agreements,
arrangements and understandings relating to the subject matter hereof,
including the Memorandum of Agreement; provided, however, that
the provisions of Paragraph 23 of the Memorandum of Agreement respecting
confidentiality and the Confidentiality Agreement shall survive the signing of
this Asset Purchase Agreement. No representation, promise, inducement or
statement of intention has been made by the parties which is not embodied in
this Agreement, the Schedules or Exhibits hereto, or the written statements,
certificates or other documents delivered pursuant hereto,

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and none of the parties
shall be bound by or liable for any alleged representation, promise, inducement
or statement of intention not so set forth. This Agreement may be amended or
modified only by a written instrument executed by Texaco, GOC, GRMC and Buyer
or by their successors and permitted assigns.

20.
General. This Agreement and the transaction contemplated herein: (a)
shall be construed and enforced in accordance with the laws of the State of New
York, without regard to the conflict of laws rules thereof; (b) shall inure to
the benefit of and be binding upon Texaco, GOC, GRMC and Buyer and their
respective successors and permitted assigns, nothing in this Agreement,
expressed or implied, being intended to confer upon any other person (other
than the Realty Company as provided in Section 21 herein) any rights or
remedies hereunder; (c) may not be assigned by any party hereto without the
written consent of the other parties hereto, provided that nothing in
this clause (c) shall be deemed to limit Buyers right to have the Realty
Company perform its obligations or exercise its rights hereunder in the manner
and to the extent permitted by Section 9(c) herein; and provided further,
that GRMC or GOC may assign its rights and obligations hereunder to Texaco; and
(d) may be executed in two or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same instrument.
The Section and other headings contained in this Agreement are for reference
pur-

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poses only and shall not
affect in any way the meaning or interpretation of this Agreement.

21.
Third Party Beneficiary. The parties understand and agree that the
Realty Company is a third party beneficiary of this Agreement and the Related
Agreements; but only to the extent expressly so provided in this Agreement and
the Related Agreements; provided, however, that it is understood
and agreed that any provisions in this Agreement or the Related Agreements, or
any agreement or waiver entered into by Buyer after the date hereof, which by
its terms affects or limits the Realty Companys rights shall be deemed
effective on the Realty Company and its successors and assigns.

IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day
and year first above written.

|                     |  |                   |     |                        |                      
|-------------------- |  | ----------------- | --- | ---------------------- | ---------------------
|                     |  | TEXACO INC.      
|                     |  |                   |     |                       
|                     |  | By                | /s/ | J. W. Kinnear         
|                     |  |                   |    
|                     |  |                   |     | Title:                 | Vice Chairman        
|                     |  |                   |     |                       
|ATTEST:              |  |                   |     |                       
|                     |  |                   |     |                       
|/s/ Carl B. Davidson |  |                   |     |                       
|                     |  |                   |     |                       
|Secretary            |  |                  
|                     |  |                   |     |                       
|                     |  | GETTY OIL COMPANY
|                     |  |                   |     |                       
|                     |  | By                | /s/ | William C. Weitzel Jr.
|                     |  |                   |    
|                     |  |                   |     | Title:                 | Senior Vice President
|                     |  |                   |     |                        | and General Counsel  

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|                        |  |                                       |     |                          
|----------------------- |  | ------------------------------------- | --- | -------------------------
|ATTEST:                 |  |                                       |    
|                        |  |                                       |    
|/s/   Carl B.
 Davidson |  |                                       |    
|                        |  |                                       |    
|Secretary               |  |                                       |    
|                        |  |                                       |    
|                        |  | GETTY REFINING AND
 MARKETING COMPANY
|                        |  |                                       |     |                          
|                        |  | By                                    | /s/ | P. I. Bijur              
|                        |  |                                       |    
|                        |  |                                       |     | Title:
    Vice President
|                        |  |                                       |    
|ATTEST:                 |  |                                       |    
|                        |  |                                       |    
|/s/   Carl B.
 Davidson |  |                                       |    
|                        |  |                                       |    
|Secretary               |  |                                       |    
|                        |  |                                       |    
|                        |  | POWER TEST CORP.                     
|                        |  |                                       |    
|                        |  | By                                    | /s/ | Leo Liebowitz            
|                        |  |                                       |     |                          
|                        |  |                                       |     | Title:
    President     
|                        |  |                                       |    
|ATTEST:                 |  |                                       |    
|                        |  |                                       |    
|/s/   M. Cooper         |  |                                       |    
|                        |  |                                       |    
|Asst.
 Secretary        |  |                                       |    

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Power
Test Realty Company Limited Partnership hereby acknowledges that it has been
provided with a copy of the aforesaid Asset Purchase Agreement and the Related
Agreements and that it is executing this acknowledgement solely for the
purposes of its agreement with Section 21 of the Asset Purchase Agreement.
Power Test Realty Company Limited Partnership further agrees to enter into the Mutual
Cancellation Agreement as set forth in Section 9(o) of the Asset Purchase
Agreement.

| |                                                                                |                                                    
| | ------------------------------------------------------------------------------ | ---------------------------------------------------
| | POWER TEST REALTY COMPANY LIMITED PARTNERSHIP,
 a New York limited partnership
| |                                                                               
| | By:                                                                            | CLS GENERAL PARTNERSHIP CORP., 
 as General Partner

| |    |                          
| | -- | -------------------------
| | By | /s/ Leo Liebowitz        
| |    |                          
| |    | Leo
 Liebowitz, President

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