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                                                                  EXHIBIT 10.32


                             TAX SHARING AGREEMENT

     TAX SHARING AGREEMENT, dated as of                , 1997, among Getty
Petroleum Corp., a Delaware corporation ("Getty"), Getty Petroleum Marketing
Inc., a Maryland corporation ("Marketing"), and their direct and indirect
subsidiaries which are listed on the signature pages below.  References herein
to a "party" (or "parties") to this Agreement, shall refer to Getty, Marketing
and, where appropriate and the context so requires, their subsidiaries.

     WHEREAS, Getty and its subsidiaries have joined in the filing of
consolidated federal Tax Returns and certain consolidated, combined or unitary
state or local Tax Returns; and

     WHEREAS, Getty and Marketing have entered into that certain Reorganization
and Distribution Agreement, dated as of the date hereof (the "Distribution
Agreement"), pursuant to which Getty will distribute all of the outstanding
common stock in Marketing to its stockholders in a transaction intended to
qualify for tax-free treatment under section 355 of the Code (the "Spin-off");
and

     WHEREAS, pursuant to the Distribution Agreement, Marketing and its
subsidiaries will leave the Pre-Spin-off Group; and

     WHEREAS, in connection with the Spin-off, Getty will change its name to
Getty Realty Corp. ("Realty") and will be referred to herein as Getty or
Realty, as the context requires; and

     WHEREAS, the parties hereto wish to provide for (i) allocations of, and
indemnifications against, certain liabilities for Taxes, (ii) the preparation
and filing of Tax Returns on a basis consistent with prior practice and the
payment of Taxes with respect thereto, and (iii) certain related matters;

     NOW THEREFORE, in consideration of their mutual promises, the parties
hereby agree as follows:

     1. DEFINITIONS.

     When used herein the following terms shall have the following meanings:

     "Affiliate" -- with respect to any corporation (the "given corporation"),
each person, corporation, partnership or other entity that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, the given corporation.  For purposes of this
definition, "control" means the possession, directly or indirectly, of 50% or
more of the voting power or value of outstanding voting interests.



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     "Affiliated Group" -- an affiliated group of corporations within the
meaning of section 1504(a) of the Code for the Taxable Period or, for purposes
of any state income tax matters, any consolidated, combined or unitary group of
corporations within the meaning of the corresponding provisions of tax law for
the state in question.

     "Closing" -- the time at which the Spin-off shall become effective on the
Closing Date.

     "Closing Date" -- the date on which the Spin-off is effected by Getty.

     "Code" -- the Internal Revenue Code of 1986, as amended, or any successor
thereto, as in effect for the Taxable Year in question.

     "Combined Jurisdiction" -- for any Taxable Period, any state, local or
foreign jurisdiction in which Getty or a Getty Affiliate is included in a
consolidated, combined, unitary or similar return with Getty or any Getty
Affiliate for state or local Tax purposes.

     "Distribution Agreement" -- as defined in the preamble to this Agreement.

     "Final Determination" -- (i) a decision, judgment, decree, or other order
by a court of competent jurisdiction, which has become final and unappealable;
(ii) a closing agreement or accepted offer in compromise under Code Sections
7121 or 7122, or comparable agreements under the laws of other jurisdictions;
(iii) any other final settlement with the IRS or other Taxing Authority; or
(iv) the expiration of an applicable statute of limitations.

     "Getty"-- as defined in the preamble to this Agreement.

     "Information Return(s)" -- with respect to any corporation or Affiliated
Group, any and all reports, returns, declarations or other filings (other than
Tax Returns) required to be supplied to any Tax Authority.

     "IRS" -- the Internal Revenue Service.

     "Marketing"-- as defined in the preamble to this Agreement.

     "Marketing Group" -- Marketing and each corporation that joins with
Marketing in filing a consolidated federal income tax return for any
Post-Closing Taxable Period.  For purposes of this Agreement, the Marketing
Group shall exist from the beginning of the day immediately after the Closing
Date.

     "Marketing Member" -- a corporation that was a Pre-Spin-off Member and
becomes a member of the Marketing Group at the beginning of the day immediately
after the Closing Date.



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     "Net Tax(es)" -- Taxes (as defined herein) less any related interest or
penalty attributed to such Taxes.

     "Overdue Rate" -- a rate of interest per annum that equals the 30-day
LIBOR rate  plus 400 basis points.

     "Post-Closing Straddle Period" -- with respect to any Straddle Period, the
period beginning on the day after the Closing Date and ending on the last day
of such Taxable Year.

     "Post-Closing Taxable Period" -- a Taxable Year that begins on or after
the day immediately after the Closing Date.

     "Pre-Closing Straddle Period" -- with respect to any Straddle Period, the
period beginning on the first day of such Taxable Year and ending on the close
of business on the Closing Date.

     "Pre-Closing Taxable Period" -- a Taxable Year that ends at or before the
close of business on the Closing Date.

     "Preliminary Transactions" -- those certain transactions occurring on or
before the Closing Date that are described as "Preliminary Transactions" in the
request for rulings filed with the IRS, dated as of March 12, 1996, as
supplemented by subsequent submissions.

     "Pre-Spin-Off Affiliate" -- any Affiliate of any Pre-Spin-Off Member.

     "Pre-Spin-off Group" -- Getty and each corporation that joined with Getty
in filing a consolidated federal income tax return for any Pre-Closing Taxable
Period.  For purposes of this Agreement, the Pre-Spin-off Group shall terminate
at the close of business on the Closing Date.

     "Pre-Spin-off Member" -- a corporation that was a member of the
Pre-Spin-off Group at the close of business on the Closing Date.

     "Realty"-- as defined in the preamble to this Agreement.

     "Realty Group" -- Realty and each corporation that joins with Realty in
filing a consolidated federal income tax return for any Post-Closing Taxable
Period.  For purposes of this Agreement, the Realty Group shall exist from the
beginning of the day immediately after the Closing Date.

     "Realty Member" -- a corporation that was immediately before the Spin-off
a Pre-Spin-off Member and becomes a member of the Realty Group at the beginning
of the day immediately after the Closing Date.



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     "Representative" -- with respect to any person or entity, any of such
person's or entity's directors, officers, employees, agents, consultants,
accountants, attorneys and other advisors.

     "Separate Return Basis" -- the Tax liability for the Marketing Group (or
any Marketing Member) calculated with Marketing as the common parent of the
Affiliated Group and without regard to any Realty Members.

     "Spin-off" -- as defined in the Preamble to this Agreement.

     "Straddle Period" -- any Taxable Year beginning before and ending after
the close of business on the Closing Date.

     "Tax(es)" -- with respect to any corporation or group of corporations, any
and all taxes based upon or measured by net income, gross income, gross
receipts (when levied in lieu of an income tax) or alternative minimum taxable
income, capital or net worth, or motor fuel taxes, regardless of whether
denominated as an "income tax," a "franchise tax" or otherwise, imposed by any
Taxing Authority, whether any such tax is imposed directly or through
withholding, together with any interest and any penalty, addition to tax or
additional amount.

     "Taxable Period" -- a Pre-Closing Taxable Period, a Post-Closing Taxable
Period or a Straddle Period.

     "Taxable Year" -- a taxable year (which may be shorter than a full
calendar or fiscal year), year of assessment or similar period with respect to
which any Tax may be imposed.

     "Tax Benefit(s)" -- (i) in the case of a Tax for which a consolidated
federal, or a consolidated, combined or unitary state or other, Tax Return is
filed, the amount by which the Tax liability of the Affiliated Group or other
relevant group of corporations is actually reduced on a "with and without"
basis (by deduction, entitlement to refund, credit, offset or otherwise,
whether available in the current Taxable Year, as an adjustment to taxable
income in any other Taxable Year or as a carryforward or carryback, and
including the effect of such reduction on other Taxes), plus any interest
received with respect to any related Tax refund, and (ii) in the case of any
other Tax, the amount by which the Tax liability of a corporation is actually
reduced on a "with and without" basis (as a result of a deduction, entitlement
to refund, credit, offset or otherwise, whether available in the current
Taxable Year, or as an adjustment to taxable income in any other Taxable Year
or as a carryforward or carryback, and including the effect of such reduction
on other Taxes), plus any interest received with respect to any related Tax
refund.

     "Taxing Authority" -- the IRS and any other domestic or foreign
governmental authority responsible for the administration of any Tax.




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     "Tax Practices" -- the most recently applied policies, procedures and
practices employed by the Pre-Spin-off Group in the preparation and filing of,
and positions taken on, any Tax Returns of Getty or any Pre-Spin-off Member or
Pre-Spin-off Affiliate for any Pre-Closing Taxable Period.

     "Tax Return(s)" -- with respect to any corporation or Affiliated Group,
all returns, reports, estimates, information statements, declarations and other
filings relating to, or required to be filed in connection with, the payments
or refund of any Tax for any Taxable Period.

    2.   OBLIGATIONS, RESPONSIBILITIES AND RIGHTS OF REALTY AND MARKETING.

         (a)  Preparation and Filing of Tax Returns.

              (i)    By Realty.  Realty shall prepare and timely file (or cause
to be prepared and timely filed):

                     (A) all Tax Returns and Information Returns of the Pre-
Spin-off Group and any Pre-Spin-off Member that are required to be filed on or
before the Closing Date (without regard to extensions of time);

                     (B) all Tax Returns and Information Returns of the Pre-
Spin- off Group and any Pre-Spin-off Member for all Pre-Closing Taxable Periods
that are not required to be filed on or before the Closing Date (without 
regard to extensions of time);

                     (C) all Tax Returns and Information Returns of the Realty 
Group and any Realty Member for all Straddle Periods and Post-Closing Taxable 
Periods; and

                     (D) all Tax Returns and Information Returns with respect to
Pre-Closing Taxable Periods or Straddle Periods not otherwise required to be 
filed by Realty or Marketing pursuant to this Section 2(a)(i) and Section 2(a)
(ii).

              (ii)   By Marketing.  Marketing shall prepare and timely file (or 
cause to be prepared and timely filed):

                     all Tax Returns and Information Returns of the Marketing 
Group and any Marketing Member for all Straddle Periods and Post-Closing 
Taxable Periods.

         (b) Provision of Filing Information.  Each party shall cooperate and
assist the other party in the preparation and filing of all Tax and Information
Returns subject to Section 2(a) and submit to the other party (i) all necessary
filing information in a manner consistent with past Tax Practices and (ii) all
other information reasonably requested by the other party in connection with 
the preparation of such Tax and Information Returns promptly after such request.

         (c) Taxable Year.  Marketing and Realty agree that, for Tax purposes,
(i) each Marketing Member shall be included in the consolidated federal Tax 
Return of the Pre-

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Spin-off Group for the Taxable Year of such Marketing Member that includes the
close of business on the Closing Date (and in all corresponding consolidated,
combined or unitary state or other Tax Returns of the Pre-Spin-off Group) and 
(ii) the Marketing Group and each Marketing Member shall begin a new Taxable 
Year for purposes of such federal and, to the extent permitted by law, state 
Taxes on the day after the Closing Date.  The parties further agree that, to
the extent permitted by applicable law, all federal, state or other Tax Returns
shall be filed consistently with that position. 

         (d)  Straddle Period Taxes.

              (i) For purposes of this Agreement, Taxes shall be allocated
between the Pre- and Post-Closing Straddle Periods under a method selected by 
Realty (including a ratable method) permitted under applicable law.

              (ii) Realty shall pay to Marketing within fourteen (14) days 
after receipt of an executed Straddle Period Tax Return prepared by Marketing 
pursuant to Section 2(a)(ii), the excess of any amount so allocated (based on 
the amount of Tax shown on such Tax Return) to the Pre-Closing Straddle Period
over the amount of any estimated Taxes previously paid by any Pre-Spin-off 
Member to the relevant Taxing Authority prior to the Closing Date; or Marketing
shall pay to Realty within fourteen (14) days after the filing of such Tax 
Return the excess of the amount of any estimated Taxes previously paid by any 
Pre-Spin-off Member to the relevant Taxing Authority prior to the Closing Date
over the amount so allocated to such Period.

         (e)  Payment of Taxes.  Realty shall pay (i) all Taxes shown to be due
and payable on all Tax Returns filed by Realty pursuant to Section 2(a)(i) 
here of and (ii) subject to Section 3, all Taxes that shall thereafter become 
due and payable with respect to all Tax Returns filed pursuant to Section 2(a)
(i) as a result of a Final Determination.  Marketing shall pay all Taxes 
attributable to all Tax Returns filed by Marketing pursuant to Section 2(a)(ii)
hereof.

         (f)  Amendments to Tax Returns.  No Tax Returns for any Pre-Closing 
Taxable Periods may be amended without Realty's and Marketing's consent, which
consent shall not be unreasonably withheld.


         (g)  Refunds of Taxes and Tax Benefits.

              (i) Realty shall be entitled to any refund of Taxes and any Tax 
Benefits realized as a result of a Final Determination with respect to all Tax
Returns filed by Realty pursuant to Section 2(a)(i).  Marketing shall be 
entitled to any refund with respect to all Tax Returns filed by Marketing 
pursuant to Section 2(a)(ii).  Any such refunds attributable to a Straddle 
Period shall be allocated between the Pre-Closing Straddle Period and Post-
Closing Straddle Period on a basis consistent with the method used to allocate
the Tax liability for such Straddle Period.  With respect to Straddle Period 
Tax Returns prepared by Marketing pursuant to Section 2(a)(ii), Realty shall be
entitled to any refund attributable to a Pre-Closing Straddle Period.





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              (ii) If Realty or any Realty Member receives a Tax refund or Tax 
Benefit to which Marketing or any Marketing Member is entitled pursuant to this
Agreement, Realty shall pay (in accordance with Section 4) the amount of such
Tax refund or Tax Benefit to Marketing within fourteen (14) days of receipt
thereof.

              (iii) Except as otherwise provided in this Agreement, if 
Marketing or any Marketing Member receives a Tax refund or Tax Benefit to which
Realty or any Realty Member is entitled pursuant to this Agreement, Marketing 
shall pay (in accordance with Section 4) the amount of such Tax refund or Tax 
Benefit (including any interest received thereon) to Realty within fourteen 
(14) days of receipt thereof.

         (h)  Carrybacks.  Marketing shall not file any carryback claim for 
federal Taxes or state or local Taxes in a Combined Jurisdiction for the 
Marketing Group or any Marketing Member into a Pre-Closing Taxable Period 
without the prior written consent of Realty, which consent shall not be 
unreasonably withheld.

     3.  INDEMNIFICATION.

         (a)  By Realty.

              (i) Taxes.  Except as provided in Section 3(b), Realty shall 
indemnify and hold Marketing and Marketing Members harmless against any and 
all (A) Taxes attributable to all Tax Returns filed by Realty pursuant to 
Section 2(a)(i), (B) with respect to Straddle Period Tax Returns prepared by 
Marketing pursuant to Section 2(a)(ii), Taxes attributable to Pre-Closing 
Straddle Periods as shown on such Tax Returns, and (C) Taxes attributable to 
the Spin-off or the Preliminary Transactions.

              (ii) Liability Under Treasury Regulation Section 1.1502-6. 
Except as provided in Sections 3(a)(i) and 3(b), Realty shall indemnify and hold
Marketing and the Marketing Members harmless against each and every liability
for Taxes of the Pre-Spin-off Group under Treasury Regulation Section 1.1502-6
or any similar law, rule or regulation administered by any Taxing Authority.

         (b)  By Marketing.  Marketing shall indemnify and hold Realty and 
Realty Members harmless against any and all Taxes attributable to all Tax 
Returns filed by Marketing pursuant to Section 2(a)(ii) (but excluding Taxes
attributable to Pre-Closing Straddle Periods that are shown on any Straddle
Period Tax Returns).

         (c) Certain Reimbursements.  Marketing (or Realty, as the case may be)
shall notify Realty (or Marketing) of any Taxes paid by the Marketing Group or
any Marketing Member (or the Realty Group or any Realty Member) which are
subject to indemnification under this Section 3.  To the extent not otherwise
provided in this Section 3, any other notification contemplated by this Section
3(c) shall include a detailed calculation (including, if applicable, separate
allocations of such Taxes between Pre- and Post-Closing Taxable Periods and
Pre- and Post-Closing Straddle Periods and supporting work papers) and a brief
explanation of the basis for indemnification hereunder.  Whenever a
notification described in this Section 




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3(c) is given, the notified party shall pay the amount requested in such notice
to the notifying party in accordance with Section 4, but only to the extent 
that the notified party agrees with such request.  To the extent the notified 
party disagrees with such request, it shall, within 20 business days, so 
notify the notifying party, whereupon the parties shall use their best efforts
to resolve any such disagreement.  Any payment made after such 20 business day
period shall include interest from the date such payment would have been made
under Section 4 based upon the original notice given by the notifying party, 
at the Overdue Rate calculated as of such date.

        (d) Other Indemnifications.  Notwithstanding the foregoing, the
indemnification provisions in this Agreement shall not restrict the scope of
any other indemnification provisions between any Realty Member and any
Marketing Member as set forth in any other intercompany agreements entered into
in connection with the Spin-off or the Preliminary Transactions, including, but
not limited to, the Distribution Agreement.

    4.  METHOD, TIMING AND CHARACTER OF PAYMENTS REQUIRED BY THIS 
AGREEMENT.

        (a) Payment in Immediately Available Funds; Interest.  All 
payments made pursuant to this Agreement shall be made in immediately available
funds. Except as otherwise provided herein, any payment not made within 
fourteen (14) days of when due shall thereafter bear interest from the date 
such payment was due at the Overdue Rate calculated as of such date.

        (b) Characterization of Payments.  Any payment (other than 
interest thereon) made hereunder by Realty to Marketing or by Marketing to 
Realty shall be treated by all parties for Tax purposes to the extent permitted
by law, and for accounting purposes to the extent permitted by generally 
accepted accounting principles, as non-taxable dividend distributions or 
capital contributions, as the case may be, made prior to the close of business
on the Closing Date.

    5.  TAX RETURNS; COOPERATION; DOCUMENT RETENTION; CONFIDENTIALITY.

              (a) Provision of Cooperation, Documents and Other Information.  
Upon the reasonable request of any party to this Agreement, Realty and 
Marketing shall provide (and shall cause the members of their respective 
Affiliated Groups to provide) the requesting party, promptly upon request, with
such cooperation and assistance, documents, and other information, without 
charge, as may reasonably be requested by such party in connection with (i) the
preparation and filing of any original or amended Tax Return, (ii) the conduct
of any audit or other examination or any judicial or administrative proceeding
involving to any extent Taxes or Tax Returns within the scope of this 
Agreement, or (iii) the verification by a party of an amount payable hereunder
to, or receivable hereunder from, another party.  Such cooperation and 
assistance shall include, without limitation:  (i) the provision on demand of 
books, records, Tax Returns, documentation or other information relating to any
relevant Tax Return; (ii) the execution of any document that may be necessary 
or reasonably helpful in connection with the filing of any Tax Return, or in 
connection with any audit, proceeding, suit or action of the type generally 
referred to in the preceding sentence, including, without limitation, the 
execution of powers of attorney and extensions of applicable statutes of 
limitations, with respect to Tax 



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Returns which Realty may be obligated to file on behalf of Marketing
Members pursuant to Section 2(a); (iii) the prompt and timely filing of
appropriate claims for refund; and (iv) the use of reasonable efforts to obtain
any documentation from a governmental authority or a third party that may be
necessary or helpful in connection with the foregoing.  Each party shall make
its employees and facilities available on a mutually convenient basis to
facilitate such cooperation.

              (b) Retention of Books and Records.  Realty, each Realty Member,
Marketing and each Marketing Member shall retain or cause to be retained all 
Tax Returns, and all books, records, schedules, workpapers, and other documents
relating thereto, until the expiration of the later of (i) all applicable 
statutes of limitations (including any waivers or extensions thereof), and (ii)
any retention period required by law or pursuant to any record retention 
agreement. The parties hereto shall notify each other in writing of any waivers,
extensions or expirations of applicable statutes of limitations.  The parties
shall provide written notice of any intended destruction of the documents
referred to in this subsection.  A party giving such a notification shall not
dispose of any of the foregoing materials without first offering to transfer
possession thereof to all notified parties.

              (c) Status and Other Information Regarding Audits and Litigation.
Each party shall use reasonable efforts to keep the other party advised, as to
the status of Tax audits and litigation involving any issue relating to any 
Taxes, Tax Returns or Tax Benefits subject to indemnification under this 
Agreement. To the extent relating to any such issue, each party shall promptly
furnish the other party copies of any inquiries or requests for information 
from any Taxing Authority or any other administrative, judicial or other 
governmental authority, as well as copies of any revenue agent's report or 
similar report, notice of proposed adjustment or notice of deficiency.

              (d) Confidentiality of Documents and Information.  Except as 
required by law or with the prior written consent of the other party, all Tax 
Returns, documents, schedules, work papers and similar items and all information
contained therein, which Tax Returns and other materials are within the scope
of this Agreement, shall be kept confidential by the parties hereto and their
Representatives, shall not be disclosed to any other person or entity and shall
be used only for the purposes provided herein.

         6.   CONTESTS AND AUDITS.

              (a) Notification of Audits or Disputes.  Upon the receipt by a 
party of notice of any pending or threatened Tax audit or assessment which may
affect the liability for Taxes that are subject to indemnification hereunder, 
such party shall promptly notify the other party in writing of the receipt of 
such notice.

              (b) Control and Settlement.  Realty shall have the right and 
obligation to control, and to represent the interests of all affected taxpayers
in, any Tax audit or administrative, judicial or other proceeding relating, in
whole or in part, to any Pre-Closing Taxable Period or any other Taxable Period
for which Realty is responsible, in whole or in part, for Taxes under Sections
2(e) and (3), and to employ counsel of its choice; provided, however, that, 
with respect to such issues that may cause an indemnity payment, Realty (i) 
shall in good faith 



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consult with Marketing as to the handling and disposition of such issues
and (ii) shall not enter into any settlement that impacts Marketing or any
Marketing Member for any taxable period without the written consent of
Marketing, which consent shall not be unreasonably withheld; and provided,
further, that Marketing shall deliver to Realty a written response to any
notification by Realty of a proposed settlement within ten days of the receipt
of such notification.  If Marketing fails to so respond within such ten day
period, Marketing shall be deemed to have consented to the proposed settlement.

              (c) Delivery of Powers of Attorney and Other Documents.  
Marketing shall execute and deliver to Realty, promptly upon request, powers 
of attorney authorizing Realty to extend statutes of limitations, receive 
refunds, negotiate settlements and take such other actions that Realty 
reasonably considers to be appropriate in exercising its control rights 
pursuant to Section 6(b), and any other documents reasonably necessary to 
effect the exercising of such control rights.

         7.   MISCELLANEOUS.

              (a) Effectiveness.  This Agreement shall be effective from and
after the Closing Date and shall survive until the expiration of any applicable
statute of limitations; provided, however, that this Agreement shall terminate
immediately upon a termination of the Distribution Agreement in accordance with
the terms of Section 11.07 thereof and thereafter this Agreement shall be of 
no further force and effect.


              (b) Entire Agreement. This Agreement contains the entire 
agreement among the parties hereto with respect to the subject matter hereof. 
This Agreement terminates and supersedes, on a prospective basis only, any and
all other sharing or allocation agreements with respect to Taxes in effect at 
the time between the Pre-Spin-off Group and the Marketing Members, but shall 
not affect any such agreement to the extent applicable only among Realty 
Members.

              (c) Guarantees of Performance.  Realty and Marketing hereby 
guarantee the complete and prompt performance by the members of their 
respective Affiliated Groups of all of their obligations and undertakings 
pursuant to this Agreement. If, subsequent to the close of business on the 
Closing Date, either Realty or Marketing shall be acquired by another entity 
such that 50% or more of its common stock is in common control with such 
acquirer, such acquirer shall, by making such acquisition, simultaneously 
agree to jointly and severally guarantee the complete and prompt performance by
the acquired corporation and any Affiliate of the acquired corporation of all 
of their obligations and undertakings pursuant to this Agreement.

              (d) Severability.  In case any one or more of the provisions 
contained in this Agreement should be invalid, illegal or unenforceable, the 
enforceability of the remaining provisions hereof shall not in any way be 
affected or impaired thereby.  It is hereby stipulated and declared to be the 
intention of the parties that they would have executed the remaining terms, 
provisions, covenants and restrictions hereof without including any of such 
which may




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hereafter be declared invalid, void or unenforceable.  In the event that any
such term, provision, covenant or restriction is hereafter held to be invalid,
void or unenforceable, the parties hereto agree to use their best efforts to
find and employ an alternate means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction.

              (e) Indulgences, etc.  Neither the failure nor any delay on the 
part of any party hereto to exercise any right under this Agreement shall 
operate as a waiver thereof, nor shall any single or partial exercise of any 
right preclude any other or further exercise of the same or any other right, 
nor shall any waiver of any right with respect to any occurrence be construed 
as a waiver of such right with respect to any other occurrence.

              (f) Governing Law.  This Agreement shall be governed by and 
construed in accordance with the internal laws of the State of New York without
regard to the conflict of law principles thereof.

              (g) Notices.  All notices and other communications hereunder 
shall be in writing and shall be delivered by hand or mailed by registered or 
certified mail (return receipt requested) to the parties at the following 
addresses (or at such other addresses for a party as shall be specified by like
notice) and shall be deemed given on the date on which such notice is received:

        To Marketing:

              Getty Petroleum Marketing, Inc. 
              125 Jericho Turnpike Jericho,
              New York 11753 
              Attention:  __________________

        To Getty:

              Getty Realty Corp.
              125 Jericho Turnpike
              Jericho, New York 11753
              Attention:  __________________

              (h)  Modification or Amendment.  This Agreement may be amended at
any time by written agreement executed and delivered by duly authorized 
officers of Marketing and Realty.




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              (i)  Successors and Assigns.  A party's rights and obligations 
under this Agreement may be assigned to the successor in interest or assignee of
substantially all of its business or assets, or the surviving party of any
merger or consolidation to which it is a party, provided that the assignee of
any assignment assumes all the assignor's obligations hereunder.  Apart from
any assignment permissible under the preceding sentence, a party's rights and
obligations under this Agreement may not be assigned without the prior written
consent of the other party.  All of the provisions of this Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns.

              (j)  No Third-Party Beneficiaries.  This Agreement is solely for 
the benefit of the parties to this Agreement and their respective Affiliates and
should not be deemed to confer upon third parties any remedy, claim, liability,
reimbursement, claim of action or other right in excess of those existing
without this Agreement.

              (k)  Other.  This Agreement may be executed in any number of 
counterparts, each such counterpart being deemed to be an original instrument,
and all of such counterparts shall together constitute one and the same 
instrument.  The section numbers and captions herein are for convenience of 
reference only, do not constitute part of this Agreement and shall not be 
deemed to limit or otherwise affect any of the provisions hereof.

              (l)  Predecessors and Successors.  To the extent necessary to 
give effect to the purposes of this Agreement, any reference to any 
corporation, Affiliated Group or member of an Affiliated Group shall also 
include any predecessors or successors thereto, by operation of law or 
otherwise.

              (m)  Tax Elections.  Nothing in this Agreement is intended to 
change or otherwise affect any previous tax election made by or on behalf of the
Pre-Spin-off Group (including the election with respect to the calculation of
earnings and profits under Code Section 1552 and the regulations thereunder).
Realty, as common parent of the Realty Group, shall continue to have
discretion, reasonably exercised, to make any and all elections with respect to
all members of the Pre-Spin-off Group for all Pre-Closing Taxable Periods for
which it is obligated to file Tax or Information Returns under Section 2(a)(i).

              (n)  Injunctions.  The parties acknowledge that irreparable 
damage would occur in the event that any of the provisions of this Agreement 
were not performed in accordance with its specific terms or were otherwise 
breached. The parties hereto shall be entitled to an injunction or injunctions
to prevent breaches hereto and to enforce specifically the terms and provisions
hereof in any court having jurisdiction; such remedy shall be in addition to 
any other remedy available at law or in equity.

              (o) Further Assurances.  Subject to the provisions hereof, the 
parties hereto shall make, execute, acknowledge and deliver such other 
instruments and documents, and take all such other actions, as may be 
reasonably required in order to effectuate the purposes of this Agreement and 
to consummate the transactions contemplated hereby.  Subject to the provisions
hereof, each party shall, in connection with entering into this Agreement, 
performing its obligations hereunder and taking any and all actions relating 
hereto, comply with all



                                     12


<PAGE>   13

applicable laws, regulations, orders and decrees, obtain all required
consents and approvals and make all required filings with any governmental
agency, other regulatory or administrative agency, commission or similar
authority and promptly provide the other party with all such information as it
may reasonably request in order to be able to comply with the provisions of
this sentence.

              (p) Costs and Expenses.  Unless otherwise specifically provided 
herein, each party agrees to pay its own costs and expenses resulting from the
fulfillment of its respective obligations hereunder.

              (q) Rules of Construction.  Any ambiguities shall be resolved 
without regard to which party drafted the Agreement.



                                     13

<PAGE>   14
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or
have caused this Agreement to be duly executed on their respective behalf by
their respective officers thereunto duly authorized, as of the day and year
above written.


                                    GETTY PETROLEUM CORP.



                                    By:                                
                                        -------------------------------
                                    Name: 
                                          -----------------------------
                                    Title:
                                           ----------------------------

                                    [Subsidiaries -- To be supplied.]



                                    By:                                
                                        -------------------------------
                                    Name: 
                                          -----------------------------
                                    Title:
                                           ----------------------------



                                    GETTY PETROLEUM MARKETING INC.


                                    By:                                
                                        -------------------------------
                                    Name: 
                                          -----------------------------
                                    Title:
                                           ----------------------------


                                    [Subsidiaries -- To be supplied.]



                                    By:                                
                                        -------------------------------
                                    Name: 
                                          -----------------------------
                                    Title:
                                           ----------------------------







                                     14