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                                                                  Exhibit 10.31

                       SUPPLY AND TERMINALLING AGREEMENT

     This Agreement (hereinafter called "Agreement") is made and entered into
this 8th day of November 1999, by and among Clark Refining & Marketing, Inc., a
Delaware corporation ("Clark"), Equiva Trading Company, a Delaware general
partnership ("Equiva"). Equilon Enterprises LLC, a Delaware limited liability
company ("Equilon"), and Motiva Enterprises LLC, a Delaware limited liability
company ("Motiva") (Motiva and Equilon being hereinafter referred to
individually or collectively as "Alliance").

     Subsequent to the execution of this Agreement, Alliance plans to acquire
15 petroleum product distribution terminals (the "Former Clark Terminals") from
Clark. For purposes of this Agreement, the term "Closing Date" shall have the
same meaning as defined in the asset purchase agreements that the parties intend
to enter into to acquire the Former Clark Terminals.

     Alliance owns product distribution terminals which include terminals
previously owned and hereafter acquired by Alliance plus the Former Clark
Terminals and which are collectively referred to as "Alliance Terminals" or
"Facilities".

     Clark desires to deliver to Equiva petroleum products ("Products")
manufactured at Clark's refineries, or otherwise acquired, into pipelines and
barges and Equiva desires to return Products to Clark throughout the nationwide
system of Alliance Terminals (Clark's deliveries to Equiva and Equiva's
deliveries to Clark are referred to hereinafter as a "Product Exchange").

     Additionally, Clark desires to use the Alliance Terminals for the purposes
of moving (including related storage) its Products manufactured at its
refineries, or otherwise acquired, into pipelines and barges ("Transshipments")
and across truck racks ("Truck Rack Throughput").

     In consideration of the recitals and the mutual covenants made herein the
parties agree as follows:

                                    ARTICLE I
                               COMMON PROVISIONS

     1.1 TERM. The term of this Agreement shall commence on a date mutually
agreed to by the parties subsequent to the Closing Date but in no event later
than April 1, 2000 ("Term Start Date") and shall terminate on the date ten (10)
years after the Term Start Date ("Base Term"). The Base Term shall be
automatically extended for five (5) years ("Automatic Extension") unless
written notice canceling the Automatic Extension is given by either party at
least one year prior to the end of the Base Term. After the Automatic Extension,
if it occurs, the Agreement shall continue for successive one (1) year periods
unless notice of termination is given by either party at least one (1) year
prior to the end of the Automatic Extension or any subsequent one (1) year
term.

     1.2 PRODUCT DELIVERY. Clark shall offer to Equiva and Alliance all of
Clark's Truck Rack Throughput and Transshipment volumes for Geographic Markets
(as defined in Section 1.3(c) in which Alliance has terminals (except for
volumes shipped through terminals owned by Clark). Clark may use any third
party terminal for distribution of volumes, if any, if Equiva or Alliance does
not accept Clark's volumes.

     1.3 DESCRIPTION OF SERVICES. Subject to the terms of this Agreement,
Alliance shall provide the following Facilities and services for any Products
delivered by Clark to an Alliance Terminal or provided to Clark on exchange at
an Alliance Terminal:

          (a) Truck Rack Throughput: Terminalling Facilities including, but not
              limited, to above ground product storage tanks and pipeline and
              truck rack product distribution facilities and services for
              Clark's nationwide wholesale business.

          (b) Transshipment: Transshipment of Clark's Product through Alliance
              Terminals.

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          (c) Storage: Clark agrees to retain Product and Alliance agrees to
              provide storage for the type and quantity of Product at all
              Facilities listed on Exhibit 1. Clark will retain ownership of
              this inventory (the "Retained Inventory") through the term of this
              Agreement. If Clark's Truck Rack Throughput is moved to an
              alternative Alliance Terminal in the same geographic market
              (defined by the U.S. Census Bureau as the Metropolitan Area and
              hereinafter referred to as a "Geographic Market"), the Retained
              Inventory will be moved to the new location. If all Alliance
              Terminals are sold or closed in a particular Geographic Market,
              the Retained Inventory shall be delivered to Clark. All terms and
              conditions of this Agreement apply to the Retained Inventory;
              provided, however that in no event shall there be any charge to
              Clark for storage of the Retained Inventory or any other Products
              except as may be specifically provided in this Agreement.

          (d) Additive Services: The following services and conditions will
              apply to Clark's receipt of product additive at any Alliance
              Terminal covered by this Agreement.

                 i) Gasoline Additive Supply and Injection: Alliance will
                    provide gasoline additive and injection services in
                    accordance with Section 4.1 of this Agreement. For Alliance
                    Terminals that may be added to this Agreement in the future,
                    Alliance will consider installing, at its expense, additive
                    systems for Clark's use if revenue generation can justify
                    the cost of the additional equipment requirements.

                ii) Customer Installed Additive Systems: At its own cost, Clark
                    has the right to provide its own gasoline additive and
                    install its own additive systems at any Facility covered
                    by this Agreement. Alliance will charge an Oversight Charge
                    (as defined in Section 1.4(d)(ii)) for operating the
                    additive system and providing the required oversight
                    documents.

               iii) Diesel or Other Additive Supply and Injection: Premium
                    diesel additive, red dye, or other future additives may be
                    available to Clark at the Facilities covered by this
                    Agreement. Alliance will consider installing, at its
                    expense, additive systems for Clark's use if revenue
                    generation justifies the cost of the additional equipment
                    requirements.

              If, based on the foregoing, Alliance and Clark determine not to
              install an additive system for Clark's use at an Alliance
              Terminal. Clark may use any third party terminal for the volumes
              of Product for which the system would be used; provided, however,
              if Clark's volumes in the Geographic Market grow to a point that
              makes it economical for Alliance to install an additive system,
              Clark shall return all volumes to the applicable Alliance
              Terminal as soon as Clark's contractual obligations with the
              third party expire.

          (e) Blending Services. Oxygenate and other blending services will be
              provided to Clark at the Alliance Terminals identified in
              Article III.

     1.4  FEES AND CHARGES. Clark shall pay the sum of the following fees and
charges for services provided pursuant to this Agreement (collectively referred
to as "Fees"):

          (a) Throughput Fee: With respect to Product Exchanges, the amount
              described in Article II for loading Product into Trucks and, with
              respect to the Truck Rack Throughput of Clark's Product at the
              Hammond, Hartford, and Lima terminals, the amount described in
              Article III (collectively, the "Throughput Fee"). Unless otherwise
              specified, the Throughput Fee shall be the same for all Products.

          (b) Transshipment Fee: The Fee associated with Transshipment services
              as described in Article III (the "Transshipment Fee").



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          (c) Storage Fee: Unless otherwise specifically provided in Article
              III, no fee shall be charged to Clark for the storage of Product.

          (d) Additive Fees: For gasoline additive, the Fees described in
              either i) or ii) below will apply:

                 i) Additive and System Provided by Alliance: With respect to
                    Product Exchanges, the Fee described in Section 2.4 and in
                    Exchange Contract Addendum A, B, C, or D will apply. With
                    respect to the Truck Rack Throughput of Clark-owned
                    inventory at the Hammond, Hartford and Lima Terminals, the
                    Fee described in Section 3.2 and Terminalling Contract
                    Addendum A will apply (Product Exchange and Truck Rack
                    Throughput additive fee amounts collectively referred to as
                    "Gasoline Additive Fees"). If Clark's Truck Rack Throughput
                    of all Products, as determined effective on the annual
                    anniversary of the Term Start Date ("Contract Anniversary
                    Date"), at all Alliance Terminals exceeds an annual average
                    of 200,000 barrels per day (BPD), the Gasoline Additive Fee
                    for all volumes above an annual average of 200,000 BPD
                    shall be reduced from $0.10/barrel to $0.08/barrel. For
                    purposes of this Section, all volume over 200,000 BPD will
                    be deemed to be gasoline volume. Alliance shall pay Clark
                    within sixty (60) days of the Contract Anniversary Date an
                    amount equal to $.02 per barrel multiplied by all volumes
                    greater than 200,000 BPD.

                ii) Additive and System Provided by Clark: In the event Clark
                    elects to install its own proprietary additive system it
                    shall pay to the Alliance a charge for operation,
                    maintenance and all required documentation (the "Oversight
                    Charge") for that system of $0.025/barrel of additized
                    product. Clark will provide the additive for the system at
                    Clark's expense.

              At Alliance Terminals where proprietary gasoline additives are
              used, since the gasoline will contain Clark's additive when it
              passes through the truck rack meters, the gross quantity of
              gasoline metered will be reduced by the gross quantity of additive
              that has been injected. To accomplish this, the following
              accounting procedures will apply: 1) terminal personnel will read
              the additive meter at the close of business on the last day of
              each month and prepare an additive usage report which will state
              the gross quantity of additive used in each grade of gasoline for
              the month, 2) Clark will be given credit for the gross quantity of
              additive by the processing of a reverse delivery to the receiving
              party, by grade of gasoline, per the additive usage report, and
              3) on the first working day of each month, the terminal operator
              will forward one copy of the usage report to Clark.

          (e) Other Additive Fees: The Fees associated with other product
              additives or dyes that Clark may desire to be injected into
              Products, including, the cost of the systems and the additives
              may vary based upon the climate in the region, the quality and
              composition of the fuels being supplied in that market, and the
              additive specifications required by the Clark or by regulation.
              Therefore, the Fee associated with providing the additive and
              any services necessary will be determined at the time the Clark
              requests this service and the Agreement will be modified
              accordingly.

          (f) Blending Services: Unless otherwise specifically provided in
              Article III, no fee shall be charged to Clark for blending of
              Product.

          (g) Scheduling Fee: The Fee associated with scheduling services as
              described in Article II (the "Scheduling Fee").

          (h) Location Differential: The Fee associated with pipeline tariffs,
              barge costs or other transportation costs and services as
              described in Article II ("Location Differential").

Unless otherwise mutually agreed to in writing, no other fees or charges shall
be charged by Equiva or Alliance in connection with the services contemplated
in this Agreement.


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        1.5     FEE ADJUSTMENTS. All Fees (other than the Scheduling Fee and
Location Differentials) described above shall remain fixed for the first five
(5) years of this Agreement. Thereafter, any of the Fees may be adjusted
annually on the Contract Anniversary Date in an amount agreed to by Clark and
Alliance as reflecting any material change, up or down, in actual costs but in
no event shall Fees be higher than a market level. Any adjustments shall be
mutually agreed to by Clark and Equiva or Alliance in writing. Notwithstanding
the foregoing, Clark agrees to negotiate, in good faith, with Alliance other
changes at any time upon receipt of written notice from Alliance detailing
changes in actual costs arising from new regulatory requirements or other
extraordinary circumstances, provided that (unless the parties otherwise
mutually agree) in no event shall any such change be higher than a market level.
If a dispute arises between the parties regarding the amount of any Fee
adjustments, each party agrees to submit the dispute to the resolution process
described in Section 4.15 of this Agreement. Any adjustments to Fees will be
implemented by, and not take effect until, new addendums are executed by the
Parties.


        1.6     MINIMUM DOLLAR COMMITMENT.

                (a)     Minimum Dollar Commitment: The sum of the Throughput
                        Fee, Transshipment Fee, and Gasoline Additive Fees,
                        shall equal an amount not less than Eleven Million Six
                        Hundred Eighty Thousand Dollars ($11,680,000) per year
                        at all Alliance Terminals (the "Minimum Dollar
                        Commitment") and during the Base Term of the Agreement,
                        deliveries out of Former Clark Terminals or other
                        Alliance Terminals in the same Geographic Market (as
                        more particularly shown on Exhibit 2) shall equal (i)
                        within the East Chicago, Indiana base point area, an
                        amount not less than One Million Nine Hundred
                        Sixty-Five Thousand Dollars ($1,965,000);(ii) within the
                        Lima, Ohio base point area, an amount not less than One
                        Million Six Hundred Four Thousand Dollars ($1,604,000);
                        (iii) within the Hartford, Illinois base point area, an
                        amount not less than One Million Seven Hundred
                        Twenty-Four Thousand Dollars ($1,724,000), and (iv)
                        within the Pasadena, Texas base point area, an amount
                        not less than Five Hundred Forty-Eight Thousand Dollars
                        ($548,000) (each of the foregoing amounts hereinafter
                        referred to as a "Base Term Minimum Dollar Commitment").
                        If at each Contract Anniversary Date, billings have not
                        met both the Minimum Dollar Commitment and any Base
                        Term Minimum Dollar Commitment, Clark shall pay the
                        difference to Alliance upon receipt of an invoice with
                        reasonable supporting detail. For all throughput or
                        Gasoline Additive Fees adjusted up or down in accordance
                        with Section 1.5, the Minimum Dollar Commitment on
                        Exhibit 2 will be adjusted accordingly.

                (b)     Adjustments to Minimum Dollar Commitment and Base Term
                        Minimum Dollar Commitments:

                                i) If any of the Former Clark Terminals or other
                                   Alliance Terminals in the same Geographic
                                   Market are sold or closed, the Minimum Dollar
                                   Commitment and appropriate Base Term
                                   Minimum Dollar Commitment shall be reduced by
                                   the amount representing Clark's monthly
                                   throughput volumes at such Alliance Terminal
                                   as determined on a twelve (12) month (or such
                                   shorter period if Clark had not had Truck
                                   Rack Throughput volumes at such Alliance
                                   Terminal during all of the prior twelve (12)
                                   months) rolling average ("Clark's Historical
                                   Volumes") at those Alliance Terminal(s),
                                   provided that a reduction shall not be made
                                   if Alliance makes equivalent terminal
                                   capacity available to Clark within the same
                                   Geographic Market with no additional Fees or
                                   Location Differentials. Alliance shall
                                   provide Clark with not less than ninety (90)
                                   days advance written notice of the sale or
                                   closing of any Alliance Terminal.

                               ii) If, at any time, any Alliance Terminal is
                                   unable to meet Clark's, or Clark's customers,
                                   Truck Rack Throughput requirements, due to an
                                   event of planned maintenance or capital
                                   improvement, or unplanned operational
                                   problems, Clark may utilize any third party
                                   terminal for Truck Rack Throughput not able
                                   to be met by Alliance. In the event the
                                   Alliance Terminal is unavailable to Clark for
                                   more than thirty (30) consecutive days, the
                                   Minimum Dollar Commitment and the appropriate
                                   Base Term Minimum Dollar Commitment shall be
                                   reduced by an amount representing the
                                   Throughput not met for the period in excess
                                   of thirty (30) days. Alliance shall

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                                   provide Clark with written notice that such
                                   Alliance Terminal is ready to again be made
                                   available to Clark. Clark shall restore all
                                   displaced Truck Rack Throughput to such
                                   Alliance Terminal and shall use reasonable
                                   efforts to restore such Truck Rack Throughput
                                   within thirty (30) days of receipt of such
                                   notice.

                              iii) In all other instances if any rejection of
                                   Clark's Historical Volumes prevents Clark
                                   from meeting its Minimum Dollar Commitment
                                   or any Base Term Minimum Dollar Commitment,
                                   Clark shall not be obligated to pay the
                                   shortage in the Minimum Dollar Commitment or
                                   Base Term Minimum Dollar Commitment.

                (c)     Terminal Commitments:

                                i) Clark, at its option, may at any time elect
                                   to establish a specified volume Truck Rack
                                   Throughput commitment (1) at levels not in
                                   excess of Clark's  Historical Volumes or as
                                   otherwise mutually agreed or (2) in markets
                                   where Clark has no previous volumes, at
                                   volume levels up to those available from
                                   Alliance (the "Terminal Commitment") at any
                                   individual terminal subject to this Agreement
                                   for any period within the term of this
                                   Agreement. Clark may exercise this option at
                                   the Fees described in this Agreement by
                                   providing written notice thereof to Alliance
                                   identifying the terminal involved, term
                                   requested, and the annual volume commitment
                                   level in barrels. Upon acceptance, Alliance
                                   and Clark will enter an agreement reflecting
                                   the commitment.

                               ii) For Alliance Terminals where Clark has
                                   volumes, Alliance or Equiva will provide
                                   written notice to Clark of a reduction in
                                   capacity resulting from changes in the
                                   terminal's business or operations. Upon
                                   receipt of such notice, Clark shall have two
                                   (2) weeks to establish a Terminal Commitment
                                   for that terminal without any change in the
                                   Location Differentials or any Fee applicable
                                   to such terminal. If Clark elects not to
                                   establish a Terminal Commitment, Alliance or
                                   Equiva, as the case may be, may proceed, at
                                   the end of ninety (90) days from the date the
                                   Alliance gives notice, with implementation of
                                   the changes specified in the notice, and
                                   those changes shall not affect Clark's
                                   obligations concerning the Minimum Dollar
                                   Commitment and the Base Term Minimum Dollar
                                   Commitment.

        1.7.    PRODUCT SLATE. Alliance may determine the slate of Products
available at any Alliance Terminal. Notwithstanding anything else in this
Agreement, if, in any Geographic Market, a slate of Products acceptable to
Clark is not available at an Alliance Terminal, Clark may use any third party
terminal for distribution of the unavailable Products, and the Minimum Dollar
Commitment and applicable Base Term Dollar Commitment shall be reduced by an
amount based on Clark's Historical Volumes in that Geographic Market determined
on an annualized basis. For Alliance Terminals where Clark then currently has
volumes. Alliance shall provide Clark with ninety (90) days advance written
notice of any change in the slate of Products at any Alliance Terminal.



        1.8.    CAPITAL IMPROVEMENTS. If Clark desires to expand its
Transshipment or Truck Rack Throughput volumes at an Alliance Terminal and due
to facility constraints, Alliance is unable to fulfill Clark's volume needs,
Alliance will give Clark the option of funding capital improvements to meet
Clark's Transshipment or Truck Rack Throughput demands.


                                   ARTICLE II
                         SUPPLY AND EXCHANGE PROVISIONS
                        (For Clark/Equiva Exchange #s __________ )

        2.1     PRODUCT SUPPLY. Subject to terms of this Agreement, Clark shall
deliver and Equiva shall accept Products into pipelines and barges and truck
loading racks or terminals. Currently the four base points for product delivery
are East Chicago, Indiana; Lima, Ohio; Hartford, Illinois; and Pasadena, Texas.
If Clark Purchases additional refineries during the term of this Agreement, new
base points for product delivery may, upon mutual agreement, be established by
addenda to this Agreement. In the event Alliance sells or closes any Alliance
Terminal, Equiva may delete the terminal from the appropriate Exchange Contract
Addendum, provided Equiva shall provide Clark at least ninety (90) days prior
written notice.

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                Equiva shall deliver and Clark shall accept Products at Alliance
Terminals in accordance with the nomination procedure described herein. Alliance
shall provide Clark with access to Alliance Terminals for Product Exchanges and
other sales activity.

        2.2.    LOCATION DIFFERENTIALS. The parties agree that Product
Exchanges made pursuant to this Agreement may be subject to Location
Differentials as shown on Exchange Contract Addendum A, B, C or D. Unless
otherwise noted in the appropriate Exchange Contract Addendum, Location
Differentials are to be based on published common carrier pipeline tariffs for
the most economical distribution route to which a Clark refinery has access or,
if that route becomes unavailable, the best comparable route and tariff
("Tariff-Based Differentials"). Tariff-Based Differentials may be subject to
change from time-to-time due to change in the underlying published tariff. Any
other Location Differential ("Non-Tariff-Based Differentials") shall be subject
to change only upon the mutual written agreement of the parties. In the event of
exchanges made between refinery base points, appropriate Location Differentials
will be negotiated by the parties on a case-by-case basis, it being the intent
of the parties that the Location Differentials reflect spot market values.

                Clark reserves the right to deliver to origin points or to
Alliance Terminals. Location Differentials and Scheduling Fees will be adjusted
appropriately. Clark's right to deliver to terminals may be exercised only under
the following circumstances; 1) if Equiva has insufficient "line space" on the
common carrier pipeline which suppplies an Alliance Terminal resulting in an
inability to satisfy Clark's demand at that terminal, 2) if Clark is able to
deliver to an Alliance Terminal at a lower cost than Equiva, or 3) as mutually
agreed.

        2.3.    THROUGHPUT FEE. All gasolines and distillates are included with
the initial Throughput Fee of $0.21/barrel; however, the Throughput Fee for jet
fuel will be $0.25/barrel unless otherwise specified in Exchange Contract
Addenda A, B, C, or D.

        2.4.    GASOLINE ADDITIVE FEES. Subject to Section 1.5., Gasoline
Additive Fees shall be $0.10 per additized barrel for additive supplied by
Equiva. In the event Clark installs its own additive system, and provides the
additive, the Oversight Charge will be $0.025 per additized barrel.

        2.5.    OTHER ADDITIVE FEES. The cost for other additives will be as
provided on Exchange Contract Addenda A, B, C and D.

        2.6.    SCHEDULING FEE. Clark shall pay, for logistical services
(the "Scheduling Fee") a single Fee at each base point in an amount determined
by the following: (The locations where the Scheduling Fee applies are set out
in Exchange Contract Addenda A, B, C or D.)

Scheduling Fee =
      (Daily Volume Factor) X (Price Basis (in $/barrel)) X (Interest Rate/365).


                The Daily Volume Factor is equal to the inventory required to
handle the requested throughputs less tank bottoms. The Daily Volume Factor may
be changed only upon documentation of changes in Product  slates or logistical
supply conditions, as further specified in the formula described below. The
party seeking such change shall provide written notice thereof along with all
necessary supporting documentation not less than thirty (30) days prior to the
change in the Daily Volume Factor going into effect.


Daily Volume Factor =
         (Intransit Time)+(Shipment Cycle Time/2)+(Days Safety Stock):


              (a) Intransit times shall be consistent with the basis used for
                  Shipment Cycle Times and Location Differentials.

              (b) Shipment Cycle Times shall be adjusted appropriately for the
                  effect of minimum batch sizes, however, the adjustments
                  shall be based on Alliance and Clark mutually working
                  together to combine shipments.


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             (c)  Days Safety Stock shall be fixed at two (2) days.

             The Price Basis for each current month shall be established using
the simple average of Platt's Chicago pipeline low postings for Regular
Conventional Gasoline using the period beginning with the 25th day of each
preceding month and counting backward one month (e.g.; for the December fee, use
the prices [posted days only] from October 25 through November 24), however,
Platt's Pasadena pipeline low postings for Regular Conventional Gasoline shall
be used for the Pasadena, Texas Exchange Contract Addendum. The Interest Rate
for each current month shall be based upon the Prime Rate as published by the
Wall Street Journal on the 25th day of each prior month plus 1.5 percent. If the
25th day falls on a weekend or holiday, the date used shall be the first
business day prior to the weekend or holiday. Both Price Basis and Interest Rate
used to determine the Scheduling Fee will be adjusted monthly.

             Billings for the Scheduling Fees at each terminal will be
determined on a per-barrel basis.

             No Scheduling Fee shall apply to Hartford, Hammond, or Lima, Ohio
("Lima") rack volumes or to ethanol supplied by Clark. A Scheduling Fee credit
will be applied to rack volumes sold by Alliance at the Hartford, Hammond or
Lima Terminals if Clark supplies and owns the inventory for such rack sales.

      2.7    REGRADES. Deliveries under this Agreement shall be made with like
Product unless Clark and Equiva mutually agree to exchange unlike Products at a
product differential reflective of spot market values. For those purposes,
products blended at the rack (i.e., midgrades, ethanol-RFG and conventional
gasoline ethanol blends) shall be split into the products originally blended by
applying the standard product recipes in use at the respective Alliance
Terminal.

      2.8    ETHANOL SUPPLY. Either party may provide ethanol under this
Agreement. The party receiving ethanol as a component of gasoline at a terminal
truck rack will have the option of (1) delivering the ethanol to that Alliance
Terminal prior to receipt of the gasoline or (2) buying the ethanol exchange
balance at the end of the month from the party which acquired the ethanol for
the terminal.

             If option (2) is elected, the price charged will equal the
supplying party's invoice price, any transportation costs plus the applicable
Scheduling Fee. No Scheduling Fee will apply if option (1) is elected.

             The receiving party must elect option (1) or (2) as described above
on a semi annual (or other) basis which corresponds with the period(s) covered
by the supplying party's ethanol acquisition contract(s). If a party elects to
pre-deliver ethanol to the Alliance Terminal, (option 1), it must be coordinated
with the Terminal and must be ratable; and meet the ASTM 4806.

      2.9    RVP ADJUSTMENTS AND BLEND-DOWN. An annual RVP blend-down program
will be developed and mutually agreed to by the parties prior to the end of
February during each year of this Agreement. The program will set Product
transition dates for each Alliance Terminal and gasoline product. These dates
will be as late as practical yet still guarantee that the Product will be in
summer RVP compliance by the compliance dates. Product differentials for unlike
RVP Products, as defined by the blend-down program, will be negotiated on a
case-by-case basis to reflect spot market values. No differential will be due to
either party unless the RVP of the bulk supply requested is different than that
agreed to in February.

      2.10   EXCHANGE NOMINATIONS. By the 5th day of each month, Clark shall
nominate in writing to Equiva's Exchange Coordinator, the quantity of each grade
of Product Clark is requesting at each Facility during the next calendar month
plus a three (3) month rolling forecast. Within three (3) business days
following receipt of Clark's nomination, Equiva shall nominate in writing to
Clark the quantity of each grade of Product Equiva shall receive from Clark at
each exchange contract receipt point. Within three (3) business days following
receipt of Equiva's nomination, the parties shall agree on the delivery windows
of pipeline cycles and the volumetric balancing plan/schedule. All reasonable
efforts will be made to deliver and receive per this schedule.


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             Failure to timely nominate shall not relieve either party of its
obligations under this Agreement. In the absence of a new nomination, the prior
month's actual deliveries and receipts will be the nomination for the next
month.

      2.11   BEGINNING INVENTORY. All Clark inventories at the Alliance
Terminals in excess of (i) the Retained Inventories and (ii) the Hartford,
Hammond and Lima inventories, will be added to the appropriate Product and base
point exchange balances and the appropriate Location Differentials shall apply.
Intransit Product upon Term Start Date will be added to the appropriate exchange
upon receipt at the Alliance Terminal with the appropriate Location Differential
applying. Other than the Product to be pre-delivered by Equiva (for Hartford,
Hammond, or Lima) or Clark, the parties shall use good faith reasonable efforts
to maintain a zero exchange balance by Product and region. Equiva transshipments
and rack volumes to or from Hartford, Hammond, or Lima will be properly credited
or debited to the appropriate refinery base point.

      2.12   PRORATION. If pipeline or terminal proration occurs on any system
required for Equiva deliveries to Clark, the proration effects shall be shared
by all terminal customers based upon each party's prior throughput history.
Clark agrees to take all steps reasonably requested to assign all transferred
pipeline shipping history to Equiva; provided, however, that nothing herein
shall be construed to require that Clark assign any pipeline history relating to
shipments to Lebanon, Ohio (unless Alliance can provide terminal capacity in
the Lebanon, Ohio market to which Clark can supply Product on the same or better
terms and conditions as contained in this Agreement).

      2.13   LIQUIDATION. Upon termination of this Agreement, any remaining
small imbalances of Products due either Party that are impractical to deliver
will then be invoiced to the other party based on Platt's U.S. Chicago pipeline
low postings (for the Hartford, East Chicago, and Lima base points) or the
Pasadena pipeline low posting (for the Pasadena base point) for the appropriate
Product in effect on the date of last activity on the exchange or transferred
over to another mutually agreeable Exchange Contract.

      2.14   RATABLE LIFTINGS. Clark and Equiva shall each make reasonable
efforts to lift monthly volumes ratably.

      2.15   TITLE. For purposes of Product Exchanges and unless otherwise
provided herein, if Product is exchanged on an FOB Origin basis, title to and
risk of loss of or damage to or by the Product shall pass to the party lifting
the Products ("Receiving Party") just prior to the truck rack meter flange, or
when the Product passes the flange between the vessel's permanent hose
connection and the shoreline when loading a tanker or barge, or when the Product
enters Receiving Party's or its carrier's pipeline facilities, as the case may
be; or if the Product is exchanged on a delivered destination basis, title to
and all risk of loss of or damage to or by the Product shall pass to Receiving
Party upon completion of unloading of tank truck, or upon delivery of tank car
from the railroad, or when the Product passes the flange between the vessel's
permanent hose connection and the shoreline when unloading a tanker or barge, or
when the Product leaves the pipeline Facilities of the party delivering Products
("Delivering Party") or the pipeline Facilities of Delivery Party's carrier, as
the case may be, into Receiving Party's plant Facilities or into other
facilities designated by Receiving Party.

      2.16   THIRD PARTY EXCHANGES. Nothing in this Agreement shall be construed
to require Clark to terminate, cancel, not renew, not amend, or not extend any
existing exchange agreement it may have with third parties. Subject to the terms
of this Agreement, Clark shall not be prohibited from entering into new
exchange agreements with any third party.

      2.17   OXYGENATE CREDIT TRANSFER. Equiva shall generate and transfer to
Clark all oxygenate credits associated with the volume of ethanol blended RFG
Clark receives. Alternative, Clark may require Alliance to transfer the credits
directly to a third party designated by Clark. Alliance agrees to transfer only
properly generated credits as defined in EPA reformulated gasoline regulations.
Alliance shall provide Clark monthly


                                       8

<PAGE>

statement of properly generated oxygenate credits segregated by type as
described in EPA regulations. Alliance shall provide Clark with a copy of
required oxygenate credit transfer reports.

      2.18   EXCHANGE RECONCILIATIONS. Within fifteen (15) business days after
the close of each month, Clark and Equiva shall provide each other with exchange
statements showing the exchange quantities delivered and received during the
preceding month, together with invoices concerning the Fees and Location
Differentials, if any, payable hereunder. Each party shall have twenty (20)
business days to evaluate the information received and submit a written
reconciliation, along with additional supporting documentation, to the other
party. Clark and Equiva agree to attempt to resolve any remaining differences in
reconsiliations over the next twenty (20) business days. If, at the end of that
period, any dispute remains, payment shall be made as provided and on the basis
described in Section 4.15. Each party agrees to submit remaining disputes to the
resolution process described in Section 4.15 of this Agreement.

      2.19   EXCHANGE OF DATA. Equiva, Alliance and Clark agree to work together
to provide real time access to each other's data related to exchanges hereunder
and any reasonable information needed to determine and project exchange balances
and Clark rack activity. Alliance shall provide reports as defined in Section
4.4 and as reasonably requested by Clark and as terminal automation systems are
capable of providing. Equiva and Clark agree to work together to develop a
method to electronically exchange Truck Rack Throughput data to facilitate an
automatic reconciliation process. Equiva and Clark will mutually decide on
accuracy and significant digits for exchange and billing statements.

      2.10   PAYMENT TERMS/INVOICING. All sums due under any monthly invoice
shall be paid within ten (10) days from receipt of invoice on the basis of
Equiva's volume records.

             Invoices and supporting documents relating to Exchange Accounting
shall be sent to the following addresses:

             For Equiva:
             -----------
                 Equiva Trading Company,
                 Attn: Controller's Department, Exchange Accounting,
                 PO Box 4604
                 Houston, TX 77210-4604

             For Clark:
             ----------
                 Clark Refining & Marketing, Inc.
                 8182 Maryland Avenue
                 St. Louis, MO 63105
                 Attention: Exchange Accounting


                                  ARTICLE III
                            TERMINALLING PROVISIONS:
                       (Terminalling Agreement #      )


      3.1    TERMINALLING SERVICES. The services described in Section 1.3 and
Fees described herein will apply to inventory owned by Clark at the Hartford,
Hammond and Lima Terminals or other locations as provided in Terminalling
Agreement Addendum A to this Agreement and to the Retained Inventory as
described on Exhibit 1.

      3.2    FEES AND CHARGES. Subject to any adjustments as provided in Section
1.5, Clark shall pay the following fees and charges for services provided
pursuant to this Agreement ("Terminalling Fees") as set out in Terminalling
Agreement Addendum A.



                                       9


<PAGE>

         (a)   Gasoline and Distillate Throughput Fees: All gasolines and
               distillates will be throughput with an initial Fee of
               $0.21/barrel. Jet fuel will be throughput for an initial Fee of
               $0.25/barrel unless otherwise specified.

         (b)   Gasoline Additive Fees: For gasoline additive services where
               additive is provided by the Alliance, Clark will pay $0.10 per
               additized barrel. For gasoline additive services where additive
               is provided by Clark, Clark will pay the $0.025 per additized
               barrel Oversight Charge.

         (c)   Transshipment Fee: For Transshipment of Clark's Product, Clark
               will pay the amount of $0.10 per barrel.

         (d)   Propane Throughput Fees: For propane throughput at the Hartford
               Terminal, Clark shall pay the amount of $0.63 per barrel. Fee
               includes injection of mercapton based odorant.

         (e)   Storage Fees:
                 i) Clark will pay Alliance the sum of Seventy-Seven Thousand
                    and Thirty-Five Dollars ($77,035) per year (invoiced on each
                    Contract Anniversary Date) for the exclusive use of the
                    Hammond terminal tankage available as of the Term Start
                    Date. Alliance may request the use of all or a portion of
                    the tankage for Alliance of third party product storage and
                    Clark will respond within seven (7) days, whether Clark will
                    release the requested tankage.
                ii) Excluding Hammond tankage, in the event Clark's owned
                    inventory restricts the usage of an Alliance tank, for a
                    period of over thirty (30) days, Clark will pay Alliance a
                    mutually agreed Storage Fee or vacate the tank.

         (f)   Blending Fees: If Clark requests blending services at Hammond
               that requires tank to tank blending, Clark will pay a blending
               fee of $0.05 per barrel

         (g)   Barge Loading Fees: For barge loading of Clark's Product at St.
               Louis, Clark will pay the amount of $0.21 cents per barrel.

     3.3 TRANSSHIPMENT NOMINATIONS. By the 20th day of each month, Clark shall
nominate in writing to Alliance its Transshipment requirements, including
Product volume and grade and tankage requirements for the next calendar month,
together with a three (3) month rolling forecast. In the absence of a new
nomination, the prior month's actual Transshipments shall be the nomination for
the next month. Notwithstanding anything else contained in this Agreement,
Alliance may not reject Transshipment volumes offered by Clark through the
Hammond and Hartford terminals for volume levels not in excess of Clark's
Historical Volumes. Alliance shall provide Clark with not less than thirty (30)
days written notice before allowing any other shipper to have access to the
Hartford terminal for Product throughput.

     3.4 CLEANING OF FACILITIES. If cleaning of the Facilities is necessary at
Hartford, Hammond, Lima or Beaumont due to: (1) a request by Clark, or (2)
contamination of a tank determined to have been caused by Clark, Clark agrees to
reimburse Alliance for the actual costs of such cleaning plus a 10 percent
administrative fee. In such event, Clark further agrees to reimburse Alliance
for its costs of collection and lawful disposal of any of Clark's remaining
Product, "slop" material and/or tank "bottoms," and all waste material resulting
from the cleaning operations plus a 10 percent administrative fee.

         If (1) water is found in tank(s) at the Hartford, Hammond, Lima or
Beaumnont terminals containing Clark Product, (2) Alliance has a Colonial Haze
Test reading of greater than 2 with respect to such Product, and (3) the receipt
of Product caused an increase in the tank bottoms of the tank(s), Clark agrees
to reimburse Alliance for actual cost of removal and disposal of water plus a 10
percent administrative fee. At Clark's option, it may remove and dispose of the
water from the Alliance Terminal at its own cost. If Clark chooses to remove the
water, it agrees to assume all liability associated with the removal, handling,
and disposal of the water and agrees to comply with all of the Alliance's safety
procedures. Clark shall not be responsible for costs to dispose

                                       10
<PAGE>

of water if it is determined that the failure by Alliance to use reasonable care
in receiving, handling, or storing Product or maintaining the Facility(s) caused
the introduction of the water.

         If requested by Alliance, Clark shall provide services for handling
Alliance recoverable Product at the Beaumont Terminal for a fee of $0.42 per
barrel.

         At all Facilities covered by this Agreement being supplied by Equiva on
exchange, the Alliance shall be responsible for a tank-cleaning costs.

     3.5 METHOD OF HANDLING LOSSES. Until such time that custody transfer meters
are installed or an agreed upon methodology is developed at Hartford, Hammond
and Lima, all evaporation and handling losses at these Facilities associated
with Clark's Product while in Alliance's custody will be for the account of
Clark.

         At the time the custody transfer meters are installed at the Hartford,
Hammond or Lima Facilities, handling and accountability of ordinary evaporation
and handling losses will be as follows: Clark will absorb ordinary evaporation
and handling losses up to one quarter (1/4) of one (1) percent of annual
throughput of Product. Alliance shall be responsible for all ordinary
evaporation and handling losses in excess of one quarter (1/4) of one (1)
percent of annual throughput of Product. If any settlement is necessary it will
be done on an annual (calendar year) basis using Chicago Platts mean for
appropriate product as the settlement price reference.

         For propane at Hartford, Clark will deliver Product to the Facility on
a mutually agreed upon schedule. Clark will be responsible for all evaporation
and handling losses. In the event that propane is determined to be contaminated,
all costs associated with returning Product to the refinery are the Clark's
responsibility unless contamination was due to Alliance not using reasonable
care in handling.

         At all Facilities covered by this Agreement being supplied by Equiva on
exchange, the Alliance shall be responsible for all evaporation and handling
losses.

     3.6 METHOD OF HANDLING INTERFACE. If receipt of Customer's Product into
Hartford, Hammond, Lima, or Beaumont results in interface, the Customer agrees
to absorb all costs of disposal or the costs associated with down grading the
Product.

         The Alliance will be responsible for all costs associated with handling
interface at all other Facilities covered by this Agreement.

     3.7 HAMMOND AND HARTFORD PURCHASE OPTION. Clark has identified the Hammond
and Hartford terminals critical to its business, and thus Alliance agrees to
provide Clark the following options.

         (a)   If Alliance decides to cease operating or sell the Hammond or
               Hartford Terminal(s), Clark shall have the first right to
               purchase those terminal(s). The price of the terminal(s) (the
               "Option Price") shall be established as follows:

               Alliance shall obtain an appraisal for the terminal in accordance
               with established appraisal practice based on the comparative
               market data approach. The appraisal shall reflect the value of
               the terminal as an operable petroleum facility, free and clear of
               all liens and encumbrances. The appraiser selected by Alliance
               shall be a qualified member in good standing of the Appraisal
               Institute, a Illinois Not for Profit Corporation. The appraiser
               shall completed and submit a written report of the appraised
               value of the terminal to Alliance. Upon receipt of the report
               Alliance shall provide a copy thereof to Clark.

               Upon receipt of Alliance's appraisal, Clark may, within thirty
               (30) days, either (i) accept the appraisal or (ii) obtain its own
               independent appraisal pursuant to the same procedures set out in
               the preceding paragraph.

                                       11

<PAGE>

               If Clark obtains its own appraisal, and:

                  i) There is a difference in appraised values so determined by
                     the two independent appraisers equal to 10 percent or less
                     of the lower appraised value, then the appraised values
                     will be averaged (that is the sum of the two (2) appraised
                     values so determined shall be divided by two (2) and the
                     resulting sum shall be the Option Price; or
                 ii) There is a difference in the appraised value so determined
                     by the two independent appraisers exceeding 10 percent of
                     the lower appraised value then Clark and Alliance shall
                     attempt to establish the Option Price by mutual agreement.
                     Upon the failure to reach such an agreement within thirty
                     (30) days of the receipt of the last notification of two
                     independent appraisers' report as required above, Clark and
                     Alliance, within the next fifteen (15) days, shall request
                     the two independent appraisers appoint a third appraiser
                     who is qualified member in good standing of the Appraisal
                     Institute. The appraiser so selected, within the fifteen
                     (15) day period, shall be requested to determine the
                     appraised value of the terminal and within forty-five (45)
                     days after receiving notice of the appointment, shall
                     report in writing to Clark and Alliance, an opinion of the
                     appraised value of the terminal. The Option Price of the
                     terminal shall be the lesser of either (i) the appraised
                     value determined by the third appraiser or (ii) the higher
                     of the values determined by the initial two appraisers.

               All expenses incident to the foregoing appraisal procedure shall
               be borne as follows: (i) Clark and Alliance shall be responsible
               for the costs of their respective appraisal reports, and (ii) the
               cost for the services of the third appraisal shall be shared
               equally between Clark and Alliance.

               Once the Option Price has been established, Clark will have
               thirty (30) days to exercise its option to purchase the terminal.
               If Clark does not exercise it option or does not complete the
               purchase within ninety (90) days of exercising the option, then
               Alliance shall be free in its sole discretion to sell or
               otherwise dispose of the Terminal(s).

         (b)   If at any time during the term of this Agreement, Alliance
               receives a bona fide offer to purchase the Hammond or Hartford
               Terminal(s) from a ready, willing, and able purchaser, Alliance
               shall give Clark written notice, specifying the price and terms
               of the offer. Clark shall thereupon have, the prior option to
               purchase the terminal, at the price and on the terms of the
               offer, which option Clark may exercise by giving Alliance notice
               within thirty (30) days after Clark's receipt of Alliance's
               notice of the offer.

               If Clark purchases the Hartford or Hammond Terminal, the Minimum
               Dollar Commitment and appropriate Base Term Minimum Dollar
               Commitment shall be reduced in the same manner as provided in
               Section 1.6 of this Agreement as if purchased by a third party.

               If Clark does not exercise its option or does not complete the
               purchase within ninety (90) days of exercising the option, the
               Alliance shall be free in its sole discretion to sell the
               Terminal(s).

     3.8 DEMURRAGE. Alliance has no liability for any demurrage on truck or rail
equipment, which occurs as a result of Alliance's operations, unless the
demurrage is caused by Alliance's negligence or failure to use reasonable
operating practices.

     3.9 TITLE AND CUSTODY. Title to Product hereunder not the subject of
Product Exchanges shall remain with Clark. Alliance shall be deemed to have
custody of the Retained Inventory and Product owned by Clark at the Hammond,
Hartford and Lima terminals from the time during receipt when it passes (a) the
flange connection of the vessel's delivery line, (b) the flange of the receipt
line at the Alliance Terminal on pipeline receipts, or (c) the tank's delivery
connection, and ending during delivery when the Product passes the flange

                                       12

<PAGE>

connection between Alliances's delivery line and the vessel's receiving line, or
the pipeline's receiving connections, or the tank car's or tank truck's
receiving equipment.

     3.10 HARTFORD PROPANE. Clark shall continue to load over the rack at the
Hartford Terminal propane generated by Clark's Hartford Refinery for as long as
that refinery continues to operate and generate propane. It is understood that
Clark may discontinue its operation of that refinery or the production of such
propane at that refinery at any time in its sole discretion, and that the
shifting of the production to any other refinery shall not obligate Clark
pursuant to this section in respect of propane produced at any other refinery.
Nothing herein shall prohibit Clark from loading propane into rail cars.

     3.11 REFINERY/OXYGENATE BLENDER REGISTRATION. At the Hammond Terminal and
as regulation allows, Clark shall be responsible for Refinery and Oxygenate
Blending compliance pursuant to 40 C.F.R. Part 80, Regulations for Fuels and
Fuel Additives.

     3.12 FOREIGN TRADE ZONE. Where applicable, Clark will provide Alliance with
its information requirements necessary for Clark's compliance with Foreign Trade
Zone ("FTZ") status. Alliance will use reasonable efforts to provide the
requested information. For compliance with FTZ requirements, the designated
point of custody transfer for (i) the Lima FTZ shall be the Lima Terminal rack
meter, (ii) the Port Arthur FTZ shall be the Lucas Pipeline meter, (iii) the
Blue Island FTZ, shall be the Hammond Terminal receipt meter, and (iv) the
Hartford FTZ shall be the Hartford Terminal receipt meter (or until such time as
a receipt meter is installed, the truck rack meter and/or the pipeline meter).
In addition, Alliance shall provide reports as defined in Section 4.4.

     3.13 PAYMENT TERMS/INVOICING/NOTICES. All sums due under any monthly
invoice shall be paid within thirty (30) days of receipt of invoice from
Alliance. Remit invoices and supporting documents relating to the terminalling
provisions of this Agreement to the following address:

          For Alliance:
          ------------
               Equilon Enterprises LLC
               PO Box 2090 TSP 1251
               Houston, TX 77252-2099
               Attention: Ms. Gayle Johnson

          For Clark:
          ---------
               Clark Refining & Marketing, Inc.
               8182 Maryland Avenue
               St. Louis, MO 63105
               Attention: Product Accounting

                                   ARTICLE IV
                          GENERAL TERMS AND CONDITIONS

     4.1 ADDITIVE COMPLIANCE TERMS AND CONDITIONS. Clark shall provide to
Alliance base gasoline without deposit control additive. Clark warrants that the
base gasoline provided to Alliance is certified pursuant to all additive
regulations for use with Alliance gasoline additives. Alliance warrants that the
base gasoline, which Clark provides, shall remain certified pursuant to additive
regulations for use with Alliance's additive. Alliance and Clark shall comply
with all obligations imposed on them by additive regulations, including the
provision of complete product transfer documentation.

         Subject to the terms of this Agreement, Alliance will procure and
supply an EPA certified/deposit control additive to be injected by Alliance into
all gasoline to be received by Clark or its designee. Alliance is solely
responsible for ensuring its certified deposit control additive is injected at
the minimum rate required by additive regulations.

                                      13



<PAGE>

         Alliance shall reconcile gasoline Truck Rack Throughout and additive
injection levels. Alliance shall notify Clark if any reconciliation indicates an
injection rate out of tolerance with additive regulations and, in that event,
shall prevent any further Product loading until the problem has been resolved.
Alliance shall submit reports as required to Clark that contain reconciliation
reports for each additive injection meter.

         Clark or Alliance, as otherwise provided herein, shall install and
maintain ownership of the additive injection system on land provided by Alliance
and used in conjunction with Clark's gasoline. This system shall include
additive meters and injectors on each gasoline loading position and may include
an automatic shut-off system that prevents loading in case of
under-additization.

         If Clark installs the additive system, Clark agrees that, upon
termination of this Agreement pursuant to its terms, and written request from
Alliance, Clark shall, within sixty (60) days, remove the system from the
Facility, unless a transfer of ownership is negotiated.

         Alliance shall operate the system to ensure additization consistent
with additive regulations and Clark's requirements. Alliance shall calibrate
the system in accordance with additive regulations or as specified in this
Agreement. Alliance shall inspect the system and shall immediately report any
malfunctions to Clark. Alliance will provide initial notice by telephone and
follow with notice in writing within forty-eight (48) hours. Alliance will
immediately shutdown the system and prevent loading of Clark gasoline until the
system has been repaired. If Clark owns the system and Alliance is instructed by
authorized Clark personnel, Alliance will repair the system, and Clark will
reimburse Alliance for the reasonable cost of repairs as specified in this
Agreement. Clark has the right to audit all repairs done to its equipment.

         Clark and Alliance shall be responsible for complying with the
reconciliation record keeping and reporting obligations as imposed by 40 CRR
Part 80. In addition, Alliance agrees to provide a copy of all reports sent to
any local, state, or federal regulatory agencies or governing bodies regarding
Clark's additive, gasoline, or equipment.

         Alliance shall issue a bill of lading to each Clark designated
transport truck driver stating that the gasoline loaded has been additized,
unless Alliance believes in good faith that the gasoline does not comply with
additive regulations. In this case, the Facility operator will prevent the
gasoline from leaving the Facility.


         If there are any alleged violations of the deposit control additive
injection regulations against either party, the other party will reasonably
cooperate in the investigation and defense of the allegations.

    4.2  MEASUREMENT OF QUANTITY AND QUALITY OF PRODUCT.

         (a)      The measurement of the quantity of the Product handled
                  hereunder shall be determined by the Alliance or, at Clark's
                  option, by a representative of Clark or by an independent
                  inspector selected by Clark. The charges for such an
                  independent inspector shall be paid by Clark. If
                  representative of Clark or an independent inspector is used,
                  the Alliance must agree with the measurement before acceptance
                  of responsibility by Alliance of the quantity of Product in
                  dispute.

                  The quantity of Product handled hereunder shall be determined
                  as follows:

                  i)       The quantity of Product received from or delivered to
                           a marine vessel shall be determined from the shore
                           tank gauge reading taken before and after loading
                           Product into or out of the shore tanks in accordance
                           with applicable API standards. If receiving or
                           delivering shore tank(s) is/are active, the vessel's
                           ullage with application of the Vessel's Experience
                           Factor (VEF) shall be used to determine the quantity.
                           If the VEF is not available the quantity of Product
                           received or delivered to/from vessels shall be the
                           shore tank gauge readings taken before and after the
                           transfer minus any truck rack or pipeline delivers
                           from that tank.

                  ii)      The quantity of Product received from or delivered to
                           common carrier pipeline shall be determined by the
                           custody transfer meter.




                                       14

<PAGE>


                  iii)     The quantity of Product received from Clark's
                           proprietary pipeline shall be determined by pipeline
                           custody meter. If pipeline custody meter is not
                           available the quantity of Product received shall be
                           determined from the receiving tank gauge readings
                           taken before and after the transfer plus any truck
                           rack or pipeline delivers from that tank.

                  iv)      The quantity of Product delivered to a tank truck
                           shall be determined as follows: The loading rack
                           meters or, in the case of meter failure or absence of
                           meters, tank truck calibrations shall be used when
                           the Product is loaded to the compartment measuring
                           finger. The Alliance shall test and calibrate its
                           meters as required by federal, state, or local
                           authorities in accordance with approved methods.

                  v)       The quantity of Product received from tank truck
                           shall be determined as follows: Receiving tank gauge
                           readings taken before and after loading Product.

                  vi)      If a dispute arises between the parties regarding the
                           quantity of Product handled hereunder, each party
                           agrees to submit the dispute to the resolution
                           process described in Section 4.15 of this Agreement.

         (b)      At Alliance Terminals where samples can be taken, Alliance
                  shall obtain one or more samples as necessary from each
                  pipeline receipt designated as Clark Product. Pipeline samples
                  shall be visually checked for indication of contamination and
                  retained for a period of not less than thirty (30) days or for
                  a period as mutually agreed. Pipeline samples of Clark Product
                  shall be available to Clark at Clark's request.

                  Alliance shall obtain a representative tank sample of Clark's
                  Product after each pipeline receipt and check for indication
                  of contamination. Clark tank samples shall be retained for a
                  period of not less than thirty (30) days. Clark tank samples
                  shall be available to Clark at Clark's request.

                  Alliance shall notify Clark of any federal or state regulatory
                  sampling or request for information regarding Clark's Product.
                  Alliance shall obtain duplicate samples for Clark in any
                  regulatory sampling even that as an EPA audit and shall
                  provide a copy of any regulatory test results or other
                  compliance paperwork where Clark Product is involved.

         (c)      Alliance shall blend RBOB received from Clark with the amount
                  and type of oxygenate as required in the Product Transfer
                  Document (PTD) provided with receipt of the Product. Alliance
                  shall maintain and provide to Clark the EPA company and
                  facility registration numbers as outlined on 40 CFR 80.
                  Alliance shall not transfer Clark RBOB to another party unless
                  that party is an EPA registered oxygenate blender or the PTD
                  stipulates that the Clark RBOB can only be further transferred
                  to an EPA registered oxygenate blender.

         Alliance shall allow Clark to perform periodic sampling and testing of
the RFG blended for Clark RBOB. Alliance agrees to immediately stop selling any
RFG that does not meet the blending requirements as outlined by Clark in PTD's
or which does not meet applicable reformulated gasoline standards. Alliance
further agrees to carry out all elements of RFG quality assurance sampling and
testing for oxygenate blenders as required in 40 CFR 80 Section 69. Alliance
shall provide evidence of compliance with RFG oxygenate regulations, such as EPA
quarterly and annual reports, for Clark's Product. Alliance shall provide Clark
with a monthly RBOB and ethanol report detailing the volume of RBOB and ethanol
blended together as well as the total volume of produced RFG.

         For the purpose of this Agreement, a barrel shall consist of forty-two
(42) U.S. gallons and a gallon shall contain two hundred thirty-one (231) cubic
inches when corrected to 60(degrees)F. All measurements shall be in accordance
with API standards. All quantities, however measured, shall be corrected at
60(degrees)F, using Table No. 6 of ASTM-IP Petroleum Measurement and Table No.
6B of ASTM-IP Petroleum Measurement Tables Designation D-1250-80 for light
refined oil and residual fuel products, as amended from time to time, or the
applicable volume correction table for chemical products.






                                       15

<PAGE>


    4.3  PRODUCT SPECIFICATIONS. Product delivered shall meet the applicable
fungible specifications and ASTM, federal, state, and local requirements in
effect at the time of delivery, including but not limited to, EPA regulations
for additives as described in Section 4.1 of this Agreement.


    4.4  REPORTS. Alliance agrees to provide (a) daily receipt and delivery
information relating to Clark's Product into and out of storage, including the
quantities received and delivered, bill of lading information, and the date of
each transaction, and (b) reports of the actual inventory (side gauge) of
Clark's product in each of the storage tanks covered by this Agreement, when
requested by Clark. The parties agreed to work together to provide real time
access to Truck Rack Throughput data and any reasonable information to determine
and project Clark rack activity. At the end of each calendar month during the
term hereof, the Alliance shall provide to Clark a report, summarizing for that
month, receipts and deliveries of Clark's Product into and out of storage, the
beginning storage inventory, the ending inventory, and any gain or loss of
actual physical inventory over computed inventory.

    Any additional reports shall be mutually agreed to by Alliance and Clark.

    4.5  RESPONSIBILITY FOR LOSS, DAMAGE, OR CONTAMINATION. Alliance shall not
be responsible for any type of loss or damage (including Product contamination)
to Clark's Product while it is in the Alliance's custody except when loss or
damage is caused by Alliance's failure to use reasonable care in receiving,
handling, storing, and/or delivering such Product. Alliance shall not in any
even be liable to Clark for more than the actual cost of the Product for any
contamination or loss of Product nor for special consequential damages arising
out of any contamination or loss of Clark's Product no matter how such
contamination, damages or loss shall have occurred or been caused. Actual costs
shall be defined as actual cost as evidenced by the Clark's invoice for the
Product at the time of delivery into Alliance's facility. At Alliance's option,
Alliance will either (1) replace Product of like kind and quality at some agreed
location or (2) restore Product to receipt quality. Any salvage or residual
value received or credited for the lost or damaged Product shall revert to or be
credited to Alliance in the event that Alliance replaces any portion or all of
the lost or damaged Product.

    4.6  REPRESENTATIONS OR EQUIVA, ALLIANCE. Equiva and Alliance hereby
represent and warrant to Clark as follows:

         (a)      Equilon, Motiva, and Equiva have the full power and authority
                  to execute and deliver this Agreement and to consummate the
                  transactions contemplated hereby. The execution and delivery
                  of this Agreement and the consummation of the transactions
                  contemplated hereby have been duly and validly authorized by
                  all necessary corporate action. This Agreement has been duly
                  executed and delivered and, assuming the due execution and
                  delivery hereof by Clark, is a valid and binding obligation of
                  each entity, enforceable against each entity in accordance
                  with its terms, subject as to enforcement to (i) bankruptcy,
                  insolvency, reorganization, moratorium, and other similar laws
                  now or hereafter in effect relating to or affecting creditor's
                  rights generally and (ii) general principles or equity,
                  regardless of whether enforcement is considered in a
                  proceeding in equity or at law.

         (b)      No corporate restructuring or reorganization involving Equiva,
                  Motiva, or Equilon shall have the effect of releasing Equiva
                  or Alliance from its obligations under this Agreement, except
                  as may be allowed pursuant to Section 4.16 of this Agreement.

    4.7  REPRESENTATIONS OF CLARK. Clark hereby represents and warrants to
Alliance as follows:

         (a)      It has the full power and authority to execute and deliver
                  this Agreement and to consummate the transactions contemplated
                  hereby. The execution and delivery of this Agreement and the
                  consummation of the transactions contemplated hereby have been
                  duly and validly authorized by all necessary corporate action.
                  This Agreement as been duly executed and delivered and,
                  assuming the due execution and delivery hereof by Alliance and
                  Equiva, is a valid and binding obligation of Clark,
                  enforceable against Clark in accordance with its terms,


                                       16

<PAGE>

                   subject as to enforcement to (i) bankruptcy, insolvency,
                   reorganization, moratorium and other similar laws now or
                   hereafter in effect relating to or affecting creditor's
                   rights generally, and (ii) general principles of equity,
                   regardless of whether enforcement is considered in a
                   proceeding in equity or at law.

              (b)  No corporate restructuring or reorganization involving Clark
                   shall have the effect of releasing Clark from its obligations
                   under this Agreement, except as may be allowed pursuant to
                   Section 4.16 of this Agreement.

         4.8 INSURANCE. Clark shall maintain, or cause its customers of haulers
to maintain, at its sole cost, at all times while performing under this
Agreement, the following insurance coverage with providers satisfactory to
Alliance with limits not less than but not limited to, those limits required
below (the "Insurance"). Clark reserves the right to self-insure.

              (a)  Commercial General Liability Insurance or Comprehensive
                   General Liability Insurance with Broad Form CGL endorsement
                   with limits of not less than One Million Dollars ($1,000,000)
                   each occurrence and One Million Dollars ($1,000,000) general.

              (b)  Business Automobile Liability Insurance covering all vehicles
                   used in the operations of Clark with limits of liability of
                   not less than: Bodily injury One Million Dollars ($1,000,000)
                   each person, One Million Dollars ($1,000,000) each accident;
                   Property damage One Million Dollars ($1,000,000); or a
                   Combined Single Limit of One Million Dollars ($1,000,000)
                   for bodily injury and property damage, such policy to be
                   endorsed with MCS-90 when hazardous material transportation
                   is involved.

              (c)  Workers' Compensation Insurance and/or Longshoremens' and
                   Harborworkers' Compensation Insurance as required by laws and
                   regulations applicable to and covering employees of Clark
                   performing under this Agreement.

              (d)  Employers' Liability Insurance protecting Clark against
                   common law liability, in the absence of statutory liability,
                   for employee bodily injury arising out of the master-servant
                   relationship with a limit of not less than One Million
                   Dollars ($1,000,000) Each Accident, One Million Dollars
                   ($1,000,000) Disease-Policy Limit; One Million Dollars
                   ($1,000,000) Disease-Each Employee.

              (e)  For any Clark watercraft, Clark guarantees that for the
                   duration of this Agreement, Vessels will have Protection and
                   Indemnity (P&I) Insurance including pollution cleaning of not
                   less then Twenty Million Dollars ($20,000,000). In addition,
                   the Vessel(s) will have Hull and Machinery insurance for the
                   current market value of the Vessel(s) with collision
                   liability, or if the Vessel's hull is self-insured, full
                   collision liability insurance shall be included in Owner's
                   P&I insurance coverage.

              (f)  For workers compensation, Clark will provide a waiver of
                   subrogation in connection with Workers' Compensation
                   Insurance which shall not apply only in the event that (i)
                   Clark or its Workers' Compensation insurance provider has
                   paid benefits to a Clark employee, and (ii) Clark or its
                   Insurance provider, pursuant to the Indemnification
                   provisions or this section, has defended and indemnified
                   Alliance from and has paid on behalf of Alliance and Damages
                   asserted by such Clark employee or his heirs or assigns for
                   personal injury or wrongful death. Notice of cancellation or
                   change shall not affect the Insurance until thirty (30) days
                   after written notice is received by Alliance. Any deductible
                   or retention of insurable risks shall be for Clark's account.

              (g)  The Insurance required in this section and each certificate
                   evidencing the Insurance issued to Clark shall name Alliance
                   (and its members, subsidiaries, affiliates and joint venture
                   partners to the extent of their interest) an additional
                   insured (subsections 4.8(a) and (d) only), without

                                       17
<PAGE>

                   regard to the allocation of liability provisions contained in
                   this Agreement, to the extent of any claim, loss or liability
                   within the scope of the required insurance. It is the
                   intention of the parties that the status of Alliance (and its
                   partners to the extent of their interest in Alliance) as an
                   additional insured shall not be limited. Clark shall secure
                   from its insurance companies, for all required insurance
                   (subsections 4.8(a) and (d) only) an additional insured
                   endorsement.

              (h)  Failure of Clark to provide certificates evidencing the
                   requirements or purchase insurance in compliance with this
                   section shall not relieve Clark of its obligations in this
                   section. Failure of Clark to comply with this section during
                   this Agreement shall constitute a breach of this Agreement,
                   and Alliance shall have the right, in addition to any other
                   rights, to immediately cancel and terminate this Agreement
                   without further cost to Alliance.

         4.9 INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
AND EXCEPT AS SPECIFIED OTHERWISE ELSEWHERE IN THIS AGREEMENT:

         EQUIVA AND ALLIANCE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS CLARK,
ITS PARENT, AFFILIATE, AND SUBSIDIARY COMPANIES AND THEIR DIRECTORS, EMPLOYEES,
AND AGENTS, FOR AND AGAINST ANY LOSS , DAMAGE, CLAIM, SUIT, LIABILITY, FINE,
PENALTY, JUDGMENT, AND EXPENSE (INCLUDING ATTORNEYS' FEES AND OTHER COSTS OF
LITIGATION) (COLLECTIVELY "LIABILITY(IES)"), (A) ARISING FROM (I) INJURY,
DISEASE, OR DEATH OF ANY PERSONS, (II) DAMAGE TO OR LOSS OF ANY PROPERTY, OR
(III) DISCHARGES OR SPILLS OR LEAKS OF PRODUCT CAUSED BY OR RESULTING FROM THE
NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OR EQUIVA OR ALLIANCE, IN
EQUIVA'S OR ALLIANCE'S PERFORMANCE OF THIS AGREEMENT OR (B) ARISING OUT OF
EQUIVA'S OR ALLIANCE'S FAILURE TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE OR
LOCAL GOVERNMENTAL LAWS, REGULATIONS, AND RULES.

         CLARK SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS EQUIVA AND ALLIANCE,
THEIR MEMBERS, SUBSIDIARIES, AFFILIATES, AND JOINT VENTURE PARTNERS AND THEIR
DIRECTORS, EMPLOYEES, AND AGENTS, FOR AND AGAINST ANY LIABILITIES, (A) ARISING
FROM (I) INJURY, DISEASE OR DEATH OF ANY PERSONS, (II) DAMAGE OR LOSS OF ANY
PROPERTY (INCLUDING, BUT NOT LIMITED TO THE ALLIANCE TERMINALS), OR (III)
DISCHARGES OR SPILLS OR LEAKS OF PRODUCT, CAUSED BY OR RESULTING FROM THE
NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF CLARK, ITS EMPLOYEES,
AGENTS, CONTRACTORS, OR CUSTOMERS IN THE EXERCISE OF ANY OF THE RIGHTS GRANTED
HEREUNDER OR IN THE OPERATING, LOADING, OR UNLOADING OF ANY MOTOR VEHICLE OR
VESSEL OWNED OR HIRED BY CLARK, ITS AGENTS, CONTRACTORS OR CUSTOMERS, (B)
ARISING OUT OF CLARK'S, ITS AGENTS' OR CONTRACTORS' OR CUSTOMERS' FAILURE TO
COMPLY WITH ALL APPLICABLE FEDERAL, STATE, OR LOCAL, GOVERNMENTAL LAWS,
REGULATIONS, AND RULES.

         IN THE EVENT CLARK AND ALLIANCE OR EQUIVA ARE JOINTLY RESPONSIBLE FOR
ANY LABILITY(IES), THEN THE PARTIES SHALL JOINTLY SHARE RESPONSIBILITY AND
INDEMNIFY EACH OTHER FOR THE LIABILITY(IES) IN PROPORTION TO EACH PARTY'S
CONTRIBUTION TO THE INJURY, DISEASE, OR DEATH OF ANY PERSONS, DAMAGE TO OR LOSS
OF PROPERTY, OR DISCHARGE, LEAK, OR SPILL OF PRODUCT.

         IN NO EVENT SHALL ANY PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR
PUNITIVE LOSS, DAMAGE, OR EXPENSES (INCLUDING LOST PROFITS OR SAVINGS) EVEN IF
IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE. ANY ACTION BY A PARTY HERETO
MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE CAUSE OF THE ACTION AROSE.

         Equiva, Alliance, or Clark, as soon as practicable after receiving
notice of any suit brought against it within this indemnity, shall furnish to
the other full particulars within its knowledge thereof and shall render all
reasonable assistance requested by the other in the defense. Each shall have the
right, but not the duty, to

                                     18

<PAGE>

participate, at its own expense, with counsel of its own selection, in the
defense and settlement thereof without relieving the other of any obligations
hereunder. The parties' obligations under this Section shall survive any
termination of this Agreement.

         4.10 FORCE MAJEURE. Except as otherwise addressed in this Agreement
elsewhere or described further below, a party shall be released from liability
hereunder for failure to perform any of the obligations herein imposed for the
time and to the extent that failure is occasioned by acts of God; federal,
state, county, or municipal order, rule, legislation, or regulation, or by war;
acts of the public enemies, strikes, lockouts; or other labor disturbances;
riots; explosions; fire; floods; hurricanes; destruction from any involuntary
cause of the Alliance Terminals herein involved, or any cause or causes of any
kind of character (except financial) reasonably beyond the control of the party
failing to perform.

         Upon the occurrence of any event of force majeure, the party claiming
force majeure shall notify the other parties promptly in writing of the event
and, to the extent possible, inform the other parties of the expected duration
of the force majeure event and the volume of Product(s) and Alliance Terminals
affected by the suspension or curtailment of performance under this Agreement.

         Either Party's ability to supply Products under this Agreement is
dependent on continued availability of necessary raw material and petroleum
products from its usual and anticipated suppliers and continued availability of
energy supplies. If raw materials, petroleum products, or energy supplies are
not readily available in sufficient quantities to permit a party to meet its
total commitments for Products, that party shall have the right to allocate, in
a fair and reasonable manner, among its customers and its own requirements, the
Products as are available. In addition, the party shall not be obligated to make
up deliveries of Product. However, Clark shall only be relieved from the Minimum
Dollar Commitment or Basic Term Minimum Dollar Commitment if the event of force
majeure results in (1) no product being available in the market or (2) all
routes of pipeline or water access from such market being unavailable.

         4.11 DEFAULT. A material breach of any of the terms and conditions of
this Agreement by any party shall constitute a default. Upon default, the
non-defaulting party shall, within thirty (30) days of knowledge thereof,
notify, in writing, the defaulting party of the particulars of the default and
the defaulting party shall have thirty (30) days thereafter to cure the default.
Upon the defaulting party's failure to cure the default within thirty (30) day
cure period, any and all obligations, including payments of fees due hereunder,
shall, at the option of the non-defaulting party, become immediately due and
payable. In the event of default and defaulting party's failure to cure during
the cure period, the non-faulting party shall also have the option to terminate
those portions of this Agreement affected upon written notice to the defaulting
party. The waiver by the non-defaulting party of any right hereunder shall not
operate to waive any other right nor operate as waiver of that right at any
future date upon another default by either party.

         4.12 PLANT OPERATING REQUIREMENTS. Clark, its employees, agents, or
contractors agree to comply with all of the Alliance's plant and truck loading
safety procedures (which will be provided at the time access and loading
privileges are granted). In addition, all transport equipment must be
compatible with loading equipment at the Facility. The Alliance reserves the
right to refuse truck loading privileges to individuals that are not properly
trained and approved by the Alliance's local management or are perceived to be
unsafe operators.

         4.13 SPILLS/ENVIRONMENTAL POLLUTION. In the event of any Product spill
or discharge or other environment pollution involving Product in Clark's
custody, Alliance may commence containment or clean-up operations as deemed
appropriate or necessary by Alliance or required by any governmental
authorities. Alliance shall notify Clark immediately of such operations. Costs
of containment or clean up shall be borne by the Party that caused the spill or
discharge. In the event both Parties are involved in causing the spill or
discharge, the Parties agree to allocate the costs of containment or clean up
based on their respective degree of fault. In the event a third party
contractual agreement with Clark is legally liable for such spill or discharge,
Clark will be responsible for reimbursement of all costs borne by Alliance
associated with any Product spill hereunder. In the event a third party under
contractual agreement with Alliance is legally liable for such spill or
discharge, Alliance will be

                                   19
<PAGE>

responsible for reimbursement of all costs borne by Clark associated with any
Product spill hereunder. The parties shall cooperate for the purpose of
obtaining reimbursement from such third party.

         4.14 CUSTOMER ACCESS AGREEMENT. Prior to loading any trucks at an
Alliance Terminal, Clark will sign an Alliance Customer Agreement identifying
Clark's carriers in the form attached as Exhibit 3.

         4.15 REQUIREMENT TO NEGOTIATE OR MEDIATE PROCEDURE.

              (a)  Any dispute arising out of or relating to this Agreement
                   shall be resolved in accordance with the procedures specified
                   in this section, which shall be the sole and exclusive
                   procedures for resolution of all disputes.

              (b)  The parties shall attempt in good faith to resolve any
                   dispute arising out of or relating to this Agreement promptly
                   by negotiation between executives who have authority to
                   settle the controversy and who are at a higher level of
                   management than the persons with direct responsibility for
                   administration of this Agreement. Any party may give the
                   other party written notice of any dispute not resolved in the
                   normal course of business. Within fifteen (15) days after
                   delivery of the notice, the receiving party shall submit to
                   the other a written response. The notice and the response
                   shall include (a) a statement of each party's position and a
                   summary of arguments supporting that position, and (b) the
                   name and the title of the executive who will represent that
                   party and of any other person who will accompany the
                   executive. Within thirty (30) days after delivery of the
                   disputing party's notice, the executives of both parties
                   shall meet at a mutually acceptable time and place, and
                   thereafter as often as they reasonably deem necessary, to
                   attempt to resolve the dispute. All reasonable requests for
                   information made by one party to the other will be honored.

              (c)  All negotiations pursuant to this clause are confidential and
                   shall be treated as compromise and settlement negotiations
                   for purposes of applicable rules of evidence.

              (d)  If the dispute has not been resolved by negotiation within
                   forty-five (45) days of the disputing party's notice, or if
                   the parties fail to meet within thirty (30) days, the parties
                   shall endeavor to settle the dispute by mediation under the
                   then current CPR Mediation Procedure in effect on the date of
                   this Agreement. Unless otherwise agreed, the parties will
                   select a mediator from the CPR Panels of Distinguished
                   Neutrals. Within thirty (30) days after selection of a
                   mediator, the parties shall meet with the mediator at a
                   mutually acceptable time and place, and thereafter as often
                   as they reasonable deem necessary, to resolve the dispute.

              (e)  If the dispute has not been resolved by non-binding means as
                   provided herein within one hundred twenty (120) days of the
                   initiation of the procedure, either party may initiate
                   litigation upon ten (10) days written notice to the other
                   party; provided however, that if one party has requested the
                   other participate in a non-binding procedure and the other
                   has failed to participate, the requesting party may initiate
                   litigation before expiration of the above period.

              (f)  The procedure specified in this section shall be the sole and
                   exclusive procedures for the resolution of disputes between
                   the parties arising out of or relating to this Agreement;
                   providing, however, that a party may file a complaint for the
                   statute of limitation or venue reasons, to seek a preliminary
                   injunction or other equitable judicial relief, if in its sole
                   judgment that action is necessary. Despite that action the
                   parties will continue to participate in good faith in the
                   procedures specified in this section.

         4.16 ASSIGNABILITY. No right, interest or obligation in this Agreement
shall be assigned by any party hereto without prior written consent of the
other party, which consent shall not be unreasonably withheld,

                                   20



<PAGE>

except that either party shall have the right upon thirty (30) days written
notice, to assign this Agreement without obtaining the prior written consent of
the other party to (a) an Affiliate, or (b) a lender, financing source or
indenture trustee in connection with any financing arrangement entered into by
either party or its Affiliates, or (c) the purchaser or transferee of all or
substantially all of the assets of a party to which this Agreement relates. For
the purposes of this Agreement, the term "affiliate" shall mean, with respect
to any party, any other party directly controlling or controlled by or under
direct or indirect common control with the specified party. For the purposes of
this definition, "control" (including, with correlative meanings, "controlling",
"controlled by", and "under common control with") means the power to direct or
cause the direction of the management and policies of the party, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise and, it being understood and agreed that with respect to a corporation
or partnership, control shall mean direct or indirect ownership of more than 50
percent of the voting stock or general partnership interest in any such
corporation or partnership. No assignment of this Agreement shall relieve the
assigning party of its obligations hereunder unless those obligations are
expressly relieved by the non-assigning party.

     4.17 NOTICES. All notices sent pursuant to this Agreement shall be sent to
the following addresses:

          For Alliance:
          ------------
               Equilon Enterprises LLC
               PO Box 2099 (TSP 1262)
               Houston, TX 77252-2099
               Attn: Mr. John Gray

          For Clark:
          ---------
               Clark Refining & Marketing, Inc.
               8182 Maryland Avenue
               St. Louis, MO 63105
               Attention: Vice President, Product Sales

          With a copy to:
          --------------
               Clark Refining & Marketing, Inc.
               8182 Maryland Avenue
               St. Louis, MO 63105
               Attention: Legal Department

     4.18 COMPLIANCE WITH LAWS AND REGULATIONS. Equiva, Alliance, and Clark
hereby agree to comply fully in the performance of this Agreement with all
applicable federal, state, and local governmental laws and regulations.

     4.19 AUDITING AND INSPECTION. Clark, at its expense, shall have the right:
(a) to make periodic operational inspections of the Alliance Terminals, (b) to
conduct physical verifications of the amount of Product stored in the Terminals
subject to this Agreement; provided all inspections shall be made during
Alliance's normal working hours and after reasonable notice to Alliance such
that performance of said inspections will not disrupt Alliance's operations,
and (c) up to two (2) years after the termination of this Agreement, to conduct
audits of any pertinent records including those that substantiate Equiva's or
Alliance's charges, as the case may be, to Clark and those records which are
the basis for periodic escalation of the various charges to Clark.

     4.20 TAXES
          -----

          (a) With respect to Product Exchanges, Clark shall pay fuel taxes
              directly to taxing jurisdictions. If applicable law or regulation
              does not allow Clark to pay the taxes directly, Equiva shall pay
              those taxes and Clark shall reimburse Equiva concurrently. Equiva
              shall pay all non-fuel taxes due and payable to any taxing
              jurisdiction unless otherwise mandated by applicable law or
              regulation. Alliance shall use reasonable efforts to assist Clark
              in its efforts to obtain "Position Holder" status for tax purposes
              at any Alliance Terminal.


                                       21
<PAGE>

          (b) With respect to the Retained Inventory and other inventory owned
              by Clark at the Hammond, Hartford and Lima terminals, Clark shall
              pay any and all taxes, assessments, or charges on such inventory
              which Alliance may be required to pay or collect under any
              federal, state, county or municipal law or authority now in
              effect or hereafter enacted. If Alliance is required to pay such
              items, Clark shall reimburse Alliance upon receipt of invoice and
              proof of payment.

     4.21 MODIFICATION AND CONFLICT. The Agreement shall not be modified or
changed except by written instruments executed by the duly authorized manager
or officer of the parties. In the case of conflict between this Agreement and
the Addendums and Exhibits hereto, the terms of this Agreement shall prevail.

     4.22 NOTICES. Any notice required or permitted hereunder by one party to
the other shall be in writing and the same shall be given and shall be deemed to
be served and given if (1) delivered in person to the address set forth in this
Agreement for the party to whom the notice is given, or (2) if placed in the
United States mail, postage prepaid, addressed to the party at the address set
forth in Section 4.17, or (3) sent by facsimile with receipt acknowledged. The
addresses for Clark, Equiva and Alliance shall be as specified in Section 4.17.
From time to time, either party may designate another address for the purpose
of the Agreement by giving to the other party notice of such change of address,
which shall be effective fifteen (15) days after the giving of such notice.

     4.23 INDEPENDENT CONTRACTOR. In performing services pursuant to the
Agreement, Equiva and Alliance are acting solely as independent contractors
maintaining complete control over their own employees and operations. Neither
(i) Alliance or Equiva, nor (ii) Clark is authorized to take any action in
any way whatsoever for or on behalf of the other, except as may be necessary
to prevent injury to persons or property.

     4.24 FACILITY OPERATIONS. In addition to any other obligations of Alliance
under this Agreement, the Facilities will remain open twenty-four (24) hours
a day, seven (7) days a week for the receipt or delivery of Product via truck,
marine vessel, or pipeline.

     4.25 CUSTOMER ACCESS. Within a reasonable time period after receipt of
written notice from Clark to the terminal affected, Alliance shall limit
terminal access of any specific Clark customer(s) where the Alliance Terminal
rack control system has the capability to do so.

     4.26 ADDENDA AND EXHIBITS. The following addenda and exhibits are attached
to and are a part of this Agreement:

<TABLE>
<CAPTION>
<S>                                              <C>
          Exchange Contract Addendum A           East Chicago, Indiana Exchange Terms
          Exchange Contract Addendum B           Lima, Ohio Exchange Terms
          Exchange Contract Addendum C           Hartford, Illinois Exchange Terms
          Exchange Contract Addendum D           Pasadena, Texas Exchange Terms

          Terminalling Agreement Addendum A
          Exhibit 1                              Retained Inventories
          Exhibit 2                              Dollar Commitments
          Exhibit 3                              Customer Access Agreement
</TABLE>

     4.27 MISCELLANEOUS. If any section or provision of the Agreement or any
addendum, exhibit or rider hereto shall be determined to be invalid by
applicable law, then for such period that the same is invalid, it shall be
deemed to be deleted from the Agreement and the remaining portions of the
Agreement shall remain in full force and effect.


                                       22
<PAGE>

     The failure of a party hereunder to assert a right or enforce an
obligation of the other party shall not be deemed a waiver of such right or
obligation.

     The Agreement shall be deemed to have been entered into in the State of
Texas and the laws of the State of Texas shall be applicable in the
construction of the terms and provisions hereof and in the determination of
the rights and obligations of the parties hereunder.

     The Agreement constitutes the entire agreement of the parties regarding
the matters contemplated herein or related thereto, and no representations or
warranties shall be implied or provisions added hereto in the absence of a
written agreement to such effect between the parties hereafter.

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

     EQUIVA TRADING COMPANY                CLARK REFINING & MARKETING, INC.

By: /s/ Arthur Nicletti                    By: /s/ Thomas C. North
   ----------------------------               ---------------------------
Title: President, Equiva Trading Company   Title: Vice President, Marketing
       ---------------------------------          -------------------------



     EQUILON ENTERPRISES LLC               MOTIVA ENTERPRISES LLC

By: /s/ J.M. Morgan                        By: /s/ L.W. Berry Jr.
   ----------------------------               ----------------------------
Title: CEO, Equilon Enterprises LLC        Title: CEO, Motiva Enterprises LLC
       ----------------------------               ---------------------------









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