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                                                                    EXHIBIT 10.3




                            ASSET PURCHASE AGREEMENT

                                 BY AND BETWEEN

                               JLM TERMINALS, INC.


                                       AND


                           CTI OF NORTH CAROLINA, INC.


                                 OCTOBER 1, 2001


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                                TABLE OF CONTENTS

                                                                            Page

RECITALS          --------------------------------------------------------     8

AGREEMENT                  -----------------------------------------------     8

ARTICLE I:   DEFINITIONS; INTERPRETATION  --------------------------------     8

         1.1      Definitions       --------------------------------------     8
         1.2      Interpretation    --------------------------------------    12

ARTICLE II:       TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES ----------    12

         2.1      Transfer of Assets -------------------------------------    12
         2.2      Excluded Assets   --------------------------------------    13
         2.3      Assumption of Liabilities ------------------------------    15
         2.4      Excluded Liabilities      ------------------------------    16
         2.5      Purchase Price    --------------------------------------    16
         2.6      Closing Procedure         ------------------------------    16
         2.7      Allocation of Purchase Price       ---------------------    16
         2.8      Prorations        --------------------------------------    17
         2.9      Inventory         --------------------------------------    17

ARTICLE III:      REPRESENTATIONS AND WARRANTIES OF SELLER ---------------    17

         3.1      Organization; Capitalization       ---------------------    17
         3.2      No Violation or Conflict; Consents ---------------------    17
         3.3      Authorization     --------------------------------------    18
         3.4      Assets   -----------------------------------------------    18
         3.5      Compliance with Law   ----------------------------------    18
         3.6      Litigation        --------------------------------------    18
         3.7      Employees and Employee Benefits    ---------------------    19
         3.8      Employment Matters        ------------------------------    19
         3.9      Environmental Matters     ------------------------------    19
         3.10     No Broker         --------------------------------------    20
         3.11     Material Facts    --------------------------------------    20

ARTICLE IV: REPRESENTATIONS AND WARRANTIES OF BUYER ----------------------    20

         4.1      Organization      --------------------------------------    20
         4.2      Authorization     --------------------------------------    20

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         4.3      Noncontravention          ------------------------------    21
         4.4      No Broker         --------------------------------------    21

ARTICLE V:        COVENANTS      -----------------------------------------    21

         5.1      Access to Information      -----------------------------    21
         5.2      Further Assurances; Consents       ---------------------    21
         5.3      Publicity         --------------------------------------    22
         5.4      Confidentiality     ------------------------------------    22
         5.5      Employment of Seller's Employees   ---------------------    22
         5.6      Employee Obligations      ------------------------------    23
         5.7      Covenant Not to Compete   ------------------------------    23
         5.8      Cooperation       --------------------------------------    23

ARTICLE VI: CONDITIONS PRECEDENT TO CONSUMMATION OF THE
         CLOSING           -----------------------------------------------    23
         6.1      Condition Precedent to Each Party's Obligations
                    to Close      ----------------------------------------    23
         6.2      Conditions Precedent to Obligations of Buyer -----------    24
         6.3      Conditions Precedent to Obligations of Seller ----------    25

ARTICLE VII: SURVIVAL; INDEMNIFICATION  ----------------------------------    26

         7.1      Limitation on and Survival of Representations and
                    Warranties  ------------------------------------------    26
         7.2      Indemnification by Seller ------------------------------    27
         7.3      Indemnification by Buyer  ------------------------------    28
         7.4      Limitation of Liability   ------------------------------    30
         7.5      Exclusive Remedy ---------------------------------------    30

ARTICLE VIII:   TERMINATION  ---------------------------------------------    30

         8.1      Termination --------------------------------------------    30
         8.2      Effect of Termination ----------------------------------    31
         8.3      Extension; Waiver --------------------------------------    31
         8.4      Damage or Destruction Prior to Closing -----------------    31
         8.5      Condemnation Prior to Closing   ------------------------    31

ARTICLE IX: MISCELLANEOUS ------------------------------------------------    32

         9.1      Entire Agreement ---------------------------------------    32
         9.2      Expenses          --------------------------------------    32
         9.3      Governing Law     --------------------------------------    32
         9.4      Assignment        --------------------------------------    32


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         9.5      Notices  -----------------------------------------------    32
         9.6      Counterparts; Headings    ------------------------------    33
         9.7      Specific Performance      ------------------------------    33
         9.8      Severability      --------------------------------------    33
         9.9      No Reliance       --------------------------------------    33
         9.10     Amendment         --------------------------------------    34




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                                    SCHEDULES


         Schedule 2.1(a)       Real Property

         Schedule 2.1(c)       Equipment

         Schedule 2.1(d)       Real Property Leases

         Schedule 2.1(e)       Personal Property Leases

         Schedule 2.1(f)       Licenses, Contracts and Service Agreements

         Schedule 2.1(g)       Customer List

         Schedule 2.2          Non-Assignable Permits

                        o      DSP Permit
                        o      Air Permits
                        o      Title V Air Permit and Air Permit Application
                               with all supporting documentation
                        o      NPDES Permit for Stormwater Discharge - Rescinded
                        o      Certification of Water & Sewer Availability
                        o      Zoning Verification
                        o      Fire Department Permit
                        o      DOT Hazardous Materials Certification

         Schedule 2.9          Denaturant Inventory

         Schedule 3.2          Required Consents

         Schedule 3.4          Permitted Liens

         Schedule 3.5          Permits

         Schedule 3.6          Litigation

         Schedule 3.9          Environmental Matters

                        o      all technical reports in JLM's
                               possession, not subject to a court
                               order preventing such disclosure,
                               including but not limited to:

                                 Corrective Action Plan, December 1992 including


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                               all subsequent revisions made through reports or
                                  correspondence

                               Phase I Environmental Site Assessment, May 2001
                               Hazardous Waste Certificates and Manifests

                        o      All releases of Hazardous substances




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                                    EXHIBITS


         Exhibit A                  Form of Deed

         Exhibit B                  Form of Bill of Sale

         Exhibit C                  Form of Assignment and Assumption Agreement

         Exhibit D                  Allocation of Purchase Price

         Exhibit E                  Covenant Not to Compete

         Exhibit F                  Employee List








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                            ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement") is made as of October 1, 2001,
by and among CTI of North Carolina, Inc., a Delaware corporation ("Buyer") and
JLM Terminals, Inc., a North Carolina corporation ("Seller").


                                    RECITALS

A. Seller owns and operates a bulk liquids terminal business located in
Wilmington, North Carolina (the "Facility");

B. Seller desires to sell and assign to Buyer, and Buyer desires to purchase
from Seller, on the terms and subject to the conditions set forth in this
Agreement, the Assets of Seller that are currently used by Seller in connection
with the Facility.

                                    AGREEMENT

The parties, in consideration of the premises and of the mutual representations,
warranties, covenants, conditions and agreements set forth herein, and intending
to be bound, agree as set forth below:

                                    ARTICLE I

                           DEFINITIONS; INTERPRETATION

1.1   DEFINITIONS. When used in this Agreement, the following terms shall have
      the meanings specified:

      (a)   ACCOUNTS RECEIVABLE. "Accounts Receivable" shall mean

            (i)   all trade accounts receivable and other rights to payment from
                  customers of Seller and the full benefit of all security for
                  such accounts or rights to payment, including all trade
                  accounts receivable representing amounts receivable in respect
                  of goods shipped or products sold or services rendered to
                  customers of Seller;

            (ii)  all other accounts or notes receivable of Seller and the full
                  benefit of all security for such accounts or notes; and



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            (iii) any claim, remedy or other right related to any of the
                  foregoing.

      (b)   ACTION. "Action" shall mean any action, claim, suit, litigation,
            arbitration, or governmental investigation.

      (c)   AGREEMENT. "Agreement" shall mean this Agreement, together with the
            Exhibits and Schedules attached hereto, as the same may be amended
            from time to time in accordance with the terms hereof.

      (d)   ASSETS. "Assets" shall have the meaning given in SECTION 2.1.

      (e)   ASSUMED LIABILITIES. "Assumed Liabilities" shall have the meaning
            given in SECTION 2.3.

      (f)   BUYER. "Buyer" shall mean CTI of North Carolina, Inc., a Delaware
            corporation.

      (g)   BUYER CLAIM. "Buyer Claim" shall mean a claim for indemnification by
            Buyer pursuant to SECTION 7.2.

      (h)   CLOSING. "Closing" shall mean the conference held at 10:00 a.m.,
            local time, on the Closing Date, at the offices of Ellis, Painter,
            Ratterree & Bart, LLP, 10th Floor, 2 E. Bryan Street, Savannah,
            Georgia 31401.

      (i)   CLOSING DATE. "Closing Date" shall mean not later than the first
            business day occurring on or after sixty (60) days from the date of
            this Agreement, and the parties will use their best efforts to close
            within thirty (30) days from the date of this Agreement.

      (j)   CODE. "Code" shall mean the Internal Revenue Code of 1986, as
            amended.

      (k)   CONTRACT. "Contract" means collectively those agreements identified
            in Schedules 2.1(d), 2.1(e) and 2.1(f).

      (l)   ENVIRONMENTAL, HEALTH AND SAFETY LIABILITIES. "Environmental, Health
            and Safety Liabilities" shall mean any cost, damages, expense,
            liability, obligation or other responsibility arising from or under
            any Environmental Law, including those consisting of or relating to:

            (i)   any environmental, health or safety matter or condition
                  (including on-site or off-site contamination, occupational
                  safety and health and regulation of any chemical substance or
                  product);



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            (ii)  any fine, penalty, judgment, award, settlement, legal or
                  administrative proceeding, damages, loss, claim, demand or
                  response, remedial or inspection cost or expense arising under
                  any Environmental Law;

            (iii) financial responsibility under any Environmental Law for
                  cleanup costs or corrective action, including any cleanup,
                  removal, containment or other remediation or response actions
                  ("Cleanup") required by any Environmental Law (whether or not
                  such Cleanup has been required or requested by any
                  Governmental Authority or any other Person) and for any
                  natural resource damages; or

            (iv)  any other compliance, corrective or remedial measure required
                  under any Environmental Law.

      (m)   ENVIRONMENTAL LAWS. "Environmental Laws" shall mean all material
            federal, state or local statutes, laws, codes, rules, regulations,
            ordinances, orders, standards, permits, licenses or requirements
            (including consent decrees, judicial decisions and administrative
            orders), presently in force, as amended or reauthorized, pertaining
            to the protection, preservation, conservation or regulation of the
            environment, including without limitation, the Comprehensive
            Environmental Response, Compensation and Liability Act, 42 U.S.C.
            Section 9601 et seq. ("CERCLA"), the Resource Conservation and
            Recovery Act of 1976, 42 U.S.C. Section 6901 et seq., the Emergency
            Planning and Community Right to Know Act, 42 U.S.C. Section 11001 et
            seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Federal
            Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., the
            Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., and
            the Safe Drinking Water Act, 42 U.S.C. Section 300F et seq.

      (n)   ERISA. "ERISA" shall mean the Employee Retirement Income Security
            Act of 1974, as amended.

      (o)   GOVERNMENTAL AUTHORITY. "Governmental Authority" shall mean any
            federal, state, provincial, municipal or other governmental
            department, commission, board, bureau, agency or instrumentality, or
            any court, in each case whether of the United States, any of its
            possessions or territories, or of any foreign nation.

      (p)   HEALTH AND SAFETY LAWS. " Health and Safety Laws" shall mean all
            material federal, state or local statutes, laws, codes, rules,
            regulations, ordinances, orders, standards, permits, licenses or
            requirements (including consent decrees, judicial decisions and
            administrative orders), presently in force, as amended or
            reauthorized, pertaining to or imposing requirements relating to
            public or employee health and safety, including without limitation,
            the Occupational Health Act, 29 U.S.C. Section 651 et seq.


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      (q)   KNOWLEDGE OF SELLER. "Knowledge of Seller" shall mean the actual
            knowledge, after due inquiry, of the following officers or employees
            of Seller: Scott McDonald, Wilf Kimball, and Walt Tarpley.

      (r)   LAWS. "Laws" shall mean any federal, state, local or other law or
            governmental requirement of any kind, and the rules, regulations and
            orders promulgated thereunder, all of the foregoing as in effect on
            the date hereof.

      (s)   LIENS. "Liens" shall mean any and all liens, encumbrances,
            mortgages, charges, claims, restrictions, pledges, security
            interests and impositions.

      (t)   LISTED EMPLOYEE. "Listed Employee" shall have the meaning given in
            SECTION 5.5.

      (u)   LOSSES. "Losses" shall have the meaning given in SECTION 7.2(A).

      (v)   MAXIMUM INDEMNITY AMOUNT. "Maximum Indemnity Amount" shall have the
            meaning given in SECTION 7.4.

      (w)   PERMITTED LIENS. "Permitted Liens" shall mean (i) liens for Taxes
            not yet due and payable, (ii) title defects that do not interfere
            with the existing use of Seller's assets and do not affect the
            insurability of title or the marketability thereof, including
            mechanics liens, materialmen liens and other inchoate liens, and
            (iii) those liens, encumbrances, mortgages, charges, claims,
            restrictions, pledges, security interests, impositions and other
            matters that are listed on SCHEDULE 3.4 attached hereto.

      (x)   PERMITS. "Permits" shall mean all written permits, licenses and
            governmental authorizations, registrations and approvals required,
            as of the date hereof, for the operation of the Facility identified
            on SCHEDULE 3.5.

      (y)   PERSON. "Person" shall mean an individual, partnership, corporation,
            business trust, limited liability company, limited liability
            partnership, joint stock company, trust, unincorporated association,
            joint venture or other entity or a Governmental Authority.

      (z)   PURCHASE PRICE. "Purchase Price" shall mean the amount specified in
            SECTION 2.5 hereof.

      (aa)  REQUIRED CONSENTS. "Required Consents" shall mean those consents
            required from parties to the Contracts and Permits that are
            necessary or required in order to give effect to the transactions
            contemplated herein and that are specifically identified on SCHEDULE
            3.2 attached hereto.

      (bb)  SELLER. "Seller" shall mean JLM Terminals, Inc., a North Carolina
            corporation.


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      (cc)  SELLER CLAIM. "Seller Claim" shall mean a claim to indemnification
            by Seller pursuant to SECTION 7.3.

      (dd)  TAX RETURNS. "Tax Returns" shall mean any report, return,
            information statement, payee statement or other information required
            to be provided to any Governmental Authority, with respect to Taxes,
            including any return of an affiliated, combined or unitary group.

      (ee)  TAXES. "Taxes" shall mean any and all taxes, levies, imposts,
            duties, assessments, charges and withholdings imposed or required to
            be collected by or paid over to any Governmental Authority,
            including any interest, penalties, fines, assessments or additions
            imposed in respect of the foregoing, or in respect of any failure to
            comply with any requirement regarding Tax Returns.

1.2   INTERPRETATION. Unless the context requires otherwise, all words used in
      this Agreement in the singular number shall extend to and include the
      plural, all words in the plural number shall extend to and include the
      singular and all words in any gender shall extend to and include all
      genders.

                                   ARTICLE II

                  TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES

2.1   TRANSFER OF ASSETS. On the terms and subject to the conditions set forth
      in this Agreement, Seller shall, at the Closing, sell, transfer and assign
      to Buyer, and Buyer shall purchase and acquire from Seller, as of the
      Closing Date, the following assets of Seller directly related to, or
      necessarily used in conjunction with, the Facility (collectively, except
      for the excluded assets set forth in Section 2.2 hereof, the "Assets"):

      (a)   the real property owned by Seller and more fully described on
            SCHEDULE 2.1(a) attached hereto, together with all easements and
            appurtenances, subject to the Permitted Liens;

      (b)   all tanks, pipes, facilities and fixtures located on or appurtenant
            to the Facility which are either owned, leased, subleased or rented
            and therefore assignable by Seller;

      (c)   the equipment, machinery, vehicles, furniture, fixtures, furnishings
            and leasehold improvements owned by Seller and used by Seller in the
            operation of the Facility, as set forth on SCHEDULE 2.1(c) attached
            hereto;



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      (d)   Seller's interest in the real property leases to which Seller is a
            party that are used in connection with the Facility, which leases
            are set forth in SCHEDULE 2.1(d) attached hereto;

      (e)   Seller's interest in the personal property leases to which Seller is
            a party that are used in connection with the operation of the
            Facility, which leases are set forth in SCHEDULE 2.1(e) attached
            hereto;

      (f)   Seller's interest in all licenses, contracts, service agreements and
            other agreements with respect to the operation of the Facility to
            which Seller is a party that are identified in SCHEDULE 2.1(f)
            attached hereto;

      (g)   A list of the names and addresses of all customers of Seller who
            have used or leased Seller's tanks since January 1, 1999, as set
            forth in SCHEDULE 2.1(g) attached hereto.

      (h)   all of Seller's books, records and other documents and information
            relating to the Assets, including blueprints, technical records and
            manuals, maintenance records, capital improvement and replacement
            records and the like;

      (i)   all Permits with respect to the Facility, to the extent they are
            assignable;

      (j)   goodwill and other related intangible assets used by Seller
            exclusively in the conduct of the Facility; and

      (k)   all rights to recovery by Seller related to any Environmental
            Liabilities at the Facility after the Closing Date.

The parties hereto expressly agree that Buyer is not assuming any of the
liabilities, obligations or undertakings relating to the Assets, except for
those liabilities and obligations specifically assumed by Buyer in SECTION 2.3
hereof.

2.2   EXCLUDED ASSETS.

      (a)   Notwithstanding the terms of SECTION 2.1 hereof, the following
            assets shall be retained by Seller and shall not be sold,
            transferred or assigned to Buyer in connection with the purchase of
            the Assets:

            (i)   all cash, cash equivalents and Accounts Receivable;

            (ii)  such licenses, Permits or other certificates of authority
                  which, by their terms, are nonassignable including, but not
                  limited to, those identified in SCHEDULE 2.2; provided,
                  however, Seller will allow Buyer to (i) operate under its
                  Distilled Spirits Permit and bond (the "DSP Permit") after the
                  Closing Date



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                  until such time as there is a simultaneous transfer but in no
                  event beyond six (6) months after the Closing Date, (ii)
                  operate under the existing air permits for the Facility (the
                  "Air Permits") after the Closing Date until the same are
                  transferred to Buyer but in no event beyond six (6) months
                  after the Closing Date; and (iii) operate under the existing
                  NPDES permits for the Facility (the "NPDES Permits") after the
                  Closing Date until the same are transferred to Buyer but in no
                  event beyond six (6) months after the Closing Date.
                  Simultaneous with the signing of this Agreement Buyer agrees
                  that it will have made application for all applicable Permits
                  as defined by this Section. Buyer further agrees to indemnify
                  Seller for any violations of these Permits after the Closing
                  Date on all bonds associated with and maintained by Seller in
                  association with these Permits. If any application by Buyer
                  for any applicable Permit is denied for any reason, Seller
                  shall not be responsible to maintain any current Permit unless
                  mutually agreed by the parties. Buyer will be responsible as
                  of the Closing Date for all reporting due under any applicable
                  Permits and shall indemnify Seller for Buyer's failure to do
                  so.

            (iii) all insurance policies of Seller obtained in connection with
                  the Facility and all rights of Seller (including rights to
                  receive dividends) under or arising out of such insurance
                  policies;

            (iv)  any and all rights to recovery by Seller arising out of
                  litigation or any other proceeding with respect to the
                  adjacent Southern Metals facility that commences or is pending
                  prior to the Closing Date (excluding recovery rights related
                  to any Environmental Liability at the Facility), it being
                  understood that Seller may seek to recover all Seller's legal
                  fees, Seller's fees associated with any and all assessment of
                  the possible Southern Metals contamination, and any possible
                  fees which may be incurred by Seller associated with continued
                  Southern Metals litigation), and Buyer shall be entitled to
                  retain any such fees or expenses it may recover if it becomes
                  a party to such litigation.

            (v)   all rights of Seller relating to deposits and prepaid
                  expenses, claims for refunds and rights to offset in respect
                  thereof, including all claims for refund of Taxes and other
                  governmental charges of whatever nature.

      (b)   Seller is not selling and Buyer is not buying any of Seller's
            accounts receivable. If Buyer receives any funds intended by the
            payor to pay an account receivable of Seller, Buyer shall remit
            those funds to Seller within five (5) business days. If Seller
            receives any funds intended by the payor to pay an account
            receivable of Buyer, Seller shall remit those funds to Buyer within
            five (5) business days.


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2.3   ASSUMPTION OF LIABILITIES.

      (a)   Buyer shall assume, pay, perform in accordance with their terms or
            otherwise satisfy only the following liabilities of Seller
            (collectively, the "Assumed Liabilities"):

            (i)   All obligations under each of the agreements identified in
                  SCHEDULES 2.1(d), 2.1(e) AND 2.1(f) which arise from
                  transactions occurring on or after the Closing Date;

            (ii)  All Environmental Liabilities arising out of future operation
                  of the Facility after the closing or future leasing, ownership
                  or operation of real property in connection with the operation
                  of the Facility.

      (b)   ENVIRONMENTAL, HEALTH AND SAFETY LIABILITIES. Buyer shall not
            assume, or be responsible for, the claims of any person or entity
            related to any Environmental, Health or Safety Liability which is
            based in whole or in part on any event(s) occurring at, or on
            property near or adjacent to, the Facility at anytime prior to the
            Closing Date except:

            (i)   Buyer will be responsible for the cost of any cleanup costs or
                  corrective action, including fines, cleanup, removal,
                  containment or other remediation or response actions
                  ("Cleanup") at the Facility required by any Environmental Law,
                  but until three (3) years after the Closing Date, Buyer does
                  not assume any liability for any Cleanup of property near, or
                  adjacent to, the Facility, which Cleanup is occasioned by
                  events occurring prior to the Closing Date, however, Buyer
                  further agrees for themselves, their successors, heirs,
                  assigns, or for anyone who may lease, sublease or rent from
                  them, any properties Buyer now currently owns, leases,
                  subleases, has had assigned to them, or rented by them, not to
                  hold Seller liable.

            (ii)  If any compliance, corrective or remedial measure under any
                  Environmental Law (occasioned by events occurring prior to the
                  Closing Date) is required, or proposed, by any governmental or
                  regulatory agency at the Facility, Seller will reimburse Buyer
                  up to Seventy-Five Thousand ($75,000) Dollars (the
                  "Contribution"), of the costs incurred by Buyer in
                  investigating and assessing the Cleanup. Said Contribution
                  shall be paid as Buyer incurs costs in investigating and
                  assessing any cleanup.

      (c)   CLAIM AGAINST SOUTHERN METALS. At Closing, and except as specified
            in Section 2.2(a)(iv) hereof, Seller will assign and transfer to
            Buyer, as owner of the Facility, all rights of Seller against
            Southern Metals, Inc. for the release of hazardous materials onto
            the Facility from property owned by Southern Metals adjacent to the
            Facility. In the meantime, Seller agrees (i) not to settle the
            pending litigation with Southern Metals without the written consent
            of Buyer, and (ii) if settled by Seller


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            prior to closing, to assign to Buyer all proceeds except amounts
            paid to Seller for its legal fees or assessment costs associated
            with the Southern Metals contamination.

2.4.  EXCLUDED LIABILITIES. Other than as set forth in SECTION 2.3 hereof,
      Seller shall retain, and Buyer shall not assume, and nothing contained in
      this Agreement shall be construed as an assumption by Buyer of, any
      liabilities, obligations or undertakings of Seller (related to the
      Facility, Assets, Seller's employees not expressly retained by Buyer, or
      otherwise) of any nature whatsoever, whether accrued, absolute, fixed or
      contingent, known or unknown due or to become due, unliquidated or
      otherwise. Seller shall be responsible for all of the liabilities,
      obligations and undertakings of Seller not expressly assumed by Buyer
      pursuant to SECTION 2.3 hereof.

2.5.  PURCHASE PRICE. The total aggregate purchase price for the Assets (the
      "Purchase Price") will be the sum of $6,250,000.00, to be paid by Buyer to
      Seller at the Closing, as the same may be adjusted in accordance with
      SECTIONS 2.8 AND 2.9.

2.6   CLOSING PROCEDURE. At the Closing, each party shall deliver to the party
      entitled to receipt thereof the documents required to be delivered
      pursuant to Article VI hereof and such other documents, instruments and
      materials (or complete and accurate copies thereof, where appropriate) as
      may be reasonably required in order to effectuate the intent and
      provisions of this Agreement, and all such documents, instruments and
      materials shall be satisfactory in form and substance to counsel for the
      receiving party. The conveyance, transfer, assignment and delivery of the
      Assets shall be effected by Seller's execution and delivery to Buyer of
      (i) Special Warranty Deed in the form attached as EXHIBIT A (the "Deed");
      (ii) a bill of sale substantially in the form attached hereto as EXHIBIT B
      (the "Bill of Sale"); and (iii) such other instruments of conveyance,
      transfer, assignment and delivery as Buyer shall reasonably request to
      cause Seller to transfer, convey, assign and deliver the Assets to Buyer.
      The assignment and assumption of the Assumed Liabilities to Buyer shall be
      effected by Seller's and Buyer's execution of an assignment and assumption
      agreement substantially in the form attached hereto as EXHIBIT C (the
      "Assignment and Assumption Agreement").

2.7   ALLOCATION OF PURCHASE PRICE. Buyer and Seller have mutually agreed to
      allocate the Purchase Price among the Assets in the manner set forth in
      EXHIBIT D, which exhibit shall be updated as of the Closing Date in such a
      manner as determined by Buyer and Seller after taking into account the
      applicable treasury regulations ("Treasury Regulations") promulgated under
      the Code, and the fair market value of such items. Buyer shall prepare for
      filing all Tax Returns that may be required with respect to the
      transaction provided for herein pursuant to Section 1060 of the Code, any
      Treasury Regulations promulgated thereunder, any other similar provisions
      of the Code and any other similar or applicable foreign, state or local
      tax law or regulation. Seller shall provide information that may be
      reasonably required by Buyer for the purpose of preparing such Tax
      Returns.


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2.8   PRORATIONS. All (i) real estate taxes, for the year 2001 and other
      expenses of the Facility which the parties mutually agree are capable of
      proration, shall be prorated on the basis of a 365 day year through the
      day preceding the day of Closing. If Closing is extended by mutual
      agreement, all adjustments shall be made as of the day prior to the
      extended date. Any post-closing adjustments for real estate taxes which
      shall be made within ten (10) days after written demand therefore is made
      by either party hereto to the other party with a copy of the actual tax
      bill(s) attached. Notwithstanding anything to the contrary contained in
      this Agreement, the provisions of this SECTION 2.8 shall survive Closing.
      Seller shall be responsible for the transfer tax associated with the
      recordation of the Deed. Buyer shall be responsible for the cost of any
      title insurance, survey and any other due diligence testing requested by
      Buyer.

2.9   INVENTORY. Purchaser agrees to buy all of Seller's good and merchantable
      denaturant inventory existing at the Facility as of the Closing Date at
      Seller's cost in the quantities set forth in SCHEDULE 2.9.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as follows:

3.1   ORGANIZATION; CAPITALIZATION. Seller is duly organized, validly existing
      and in good standing under the laws of the State of North Carolina. Seller
      has full corporate power and authority to conduct its business as it is
      now being conducted and to own its properties and to lease those
      properties leased by it.

3.2   NO VIOLATION OR CONFLICT; CONSENTS. Except as set forth on SCHEDULE 3.2,
      the execution, delivery and performance of this Agreement and all of the
      other documents and instruments contemplated hereby to which Seller case
      is a party do not and will not (a) conflict with, violate or breach any
      Laws, judgment, order or decree binding on Seller, the articles of
      incorporation or bylaws of Seller, or any material Contract to which
      Seller is a party or by which is bound, or (b) give any party to any
      material Contract to which Seller is a party or by which it is bound any
      right of termination, cancellation, acceleration or modification
      thereunder. Except for the Required Consents, prior to the Closing, no
      consent of any other Person, and no notice to, filing or registration
      with, or authorization, consent or approval of, any governmental,
      regulatory or self-regulatory agency is necessary or is required to be
      made or obtained by Seller in connection with the execution and delivery
      of this Agreement or the consummation of the transactions contemplated
      hereby.


                                      -17-

<Page>

3.3   AUTHORIZATION. Seller has all necessary right, power, capacity and
      authority to execute and deliver this Agreement, to consummate the
      transactions contemplated hereby and to perform its respective
      obligations hereunder, and no other actions on the part of Seller is
      necessary to authorize the execution, delivery and performance of this
      Agreement or the consummation of the transactions contemplated hereby.

3.4   ASSETS.

      (a)   Seller has good and merchantable title to, or sufficient leasehold
            interest in, all of the Assets, whether tangible or intangible,
            real, personal or mixed, free and clear of all liens or
            encumbrances, except for Permitted Liens shown on SCHEDULE 3.4
            attached hereto. Any such leasehold interest is pursuant to a lease
            that is, as to Seller and, to the Knowledge of Seller, the other
            parties to such lease, (i) valid, binding and enforceable in
            accordance with its terms (subject to any applicable bankruptcy,
            insolvency, reorganization, moratorium, or other laws affecting
            creditors' rights generally), and (ii) in full force and effect.

      (b)   Subject to ordinary wear and tear as is usual in this line of
            business, all Assets are in good operating condition and repair, the
            parties understand that all Assets have previously been inspected by
            Buyer and are sold where is.

      (c)   Seller shall provide Buyer with evidence of good and merchantable
            fee simple title to the real property described in Schedule 2.1(a)
            and shall have thirty (30) days from the date of signature of this
            Agreement to cure any defects which may exist. Any easements,
            restrictions or other encumbrances on the real property must not, in
            the reasonable opinion of Buyer's counsel, adversely affect the
            title to said property or Buyer's intended use thereof.

3.5   COMPLIANCE WITH LAW. To the Knowledge of Seller, except as reflected on
      SCHEDULE 3.5 attached hereto, Seller has obtained all Permits required
      under, and is in compliance with, all applicable Laws with respect to the
      Facility.

3.6   LITIGATION. To the Knowledge of Seller and except as disclosed in SCHEDULE
      3.6, there is no claim, legal action, suit, litigation, arbitration,
      dispute or investigation, judicial, administrative or otherwise, or any
      order, decree or judgment, now pending or in effect, or, threatened or
      contemplated, that, in the reasonable judgment of Seller, if adversely
      determined, would have a material adverse effect on the transactions
      contemplated by this Agreement.


                                      -18-
<Page>

3.7   EMPLOYEES AND EMPLOYEE BENEFITS.

      (a)   Buyer shall be under no obligation to hire any of Seller's employees
            at the Facility, but shall provide Seller with a list of all
            employees which it intends to hire simultaneously with signature of
            this Agreement and effective upon Closing. Seller shall remain
            solely and exclusively liable for all wages, severance payments if
            applicable, COBRA and similar benefits, and other amounts and
            benefits, if any, due to those employees that Buyer does not hire.
            Buyer shall not be legally obligated to offer employment to any of
            Seller's employees.

      (b)   Buyer agrees to hire those employees on the list so provided to the
            Seller, at their current wages and on the same terms and conditions
            as provided by the Buyer to its other employees of similar length of
            service and job responsibility. Buyer shall have no obligation to
            any of Seller's employees at the Facility it may hire with respect
            to any accrued sick leave, accrued vacation, bonus, incentive,
            pension, retirement, profit-sharing or other form of remuneration or
            employee benefit provided or promised by Seller.

3.8   EMPLOYMENT MATTERS. Seller is not party to, bound by, or negotiating in
      respect of any collective bargaining agreement or any other agreement with
      any labor union, association or other employee group, nor, to the
      Knowledge of Seller, is any employee of Seller represented by any labor
      union or similar association. No labor union or employee organization has
      been certified or recognized as the collective bargaining representative
      of any employees of Seller. To the Knowledge of Seller, there are no
      formal union organizing campaigns or representation proceedings in process
      or threatened with respect to any employees of Seller, nor, to the
      Knowledge of Seller, are there any existing or threatened labor strikes,
      work stoppages, organized slowdowns, unfair labor practice charges, or
      labor arbitration proceedings affecting any employee of Seller.

3.9   ENVIRONMENTAL MATTERS. To the Knowledge of Seller, except as set forth in
      SCHEDULE 3.9: (i) Seller is in compliance with all applicable
      Environmental Laws; (ii) Seller has not received a notice, report or
      information regarding any liabilities (whether accrued, absolute,
      contingent, unliquidated or otherwise) that have not been satisfied, or
      any corrective, investigatory or remedial obligations that have not been
      satisfied, arising under applicable Environmental Laws with respect to its
      past or present operations or properties; (iii) Seller has obtained, and
      have been in compliance with all terms and conditions of, all permits,
      licenses and other authorizations required pursuant to Environmental Laws
      for the conduct of the Facility, (iv) SCHEDULE 3.9, to the Knowledge of
      Seller, lists all releases of hazardous substances at the Facility. The
      term "hazardous substances," as used herein, shall mean substances deemed
      hazardous pursuant to CERCLA; (v) Seller and its attorneys have provided
      Buyer with copies of all notices, reports, studies and information in
      their possession related to the presence or release of hazardous
      substances at the Facility or any adjacent properties as that term is
      defined by CERCLA, and (vi) Seller and its attorneys have provided Buyer
      with copies of the Corrective Action Plan for Unocal Chemicals Division
      Carolina Terminal, and Buyer agrees to continue all requisite actions
      under the plan.


                                      -19-
<Page>

3.10  NO BROKER. Seller (i) has not had any dealings, negotiations or
      communications with or retained any broker or other intermediary in
      connection with the transactions contemplated by this Agreement or
      (ii) is not committed to any liability for any brokers' or finders' fees
      or any similar fees in connection with the transactions contemplated by
      this Agreement.

3.11  MATERIAL FACTS. To the best of Seller's knowledge neither this Agreement
      nor any Schedule or Exhibit attached hereto nor any document furnished by
      Seller to Buyer in connection with the consummation of the transactions
      contemplated hereby contains or will contain any untrue statement of a
      material fact or omits or will omit to state any material fact which is
      necessary to make the statements contained herein or therein not
      misleading.

                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller:

4.1   ORGANIZATION. Buyer is a corporation, duly incorporated, validly existing
      and in good standing under the laws of Delaware. Buyer is duly qualified
      as a foreign corporation in good standing in each jurisdiction in which
      the conduct of the Facility requires such qualification, except where the
      failure to be so qualified would not prevent, materially delay or affect
      consummation of the transactions contemplated hereby.

4.2   AUTHORIZATION. Buyer has full power and authority to execute, deliver and
      perform this Agreement and each agreement or instrument (to which it is a
      party) executed in connection herewith or delivered pursuant hereto and to
      consummate the transactions contemplated hereby. Buyer's execution,
      delivery and performance of this Agreement and all agreements and
      instruments executed in connection herewith or delivered pursuant hereto
      and the transactions contemplated hereby have been duly authorized by all
      requisite action. This Agreement and all agreements or instruments
      executed by Buyer in connection herewith or delivered by Buyer pursuant
      hereto have been or will be duly executed and delivered by Buyer, and this
      Agreement and all agreements and instruments executed by Buyer in
      connection herewith or delivered by Buyer pursuant hereto constitute and
      will constitute the legal, valid and binding obligations of Buyer,
      enforceable in accordance with their respective terms.


                                      -20-
<Page>

4.3   NONCONTRAVENTION. The execution, delivery and performance by Buyer of this
      Agreement and each agreement or instrument executed in connection herewith
      or delivered pursuant hereto and the consummation of the transactions
      contemplated herein will not, with or without the giving of notice or the
      passage of time, or both, (i) conflict with, or result in a violation or
      breach of, or a default, right to accelerate or loss of rights under, or
      result in the creation of any Lien under or pursuant to, any provision of
      Buyer's articles of incorporation or bylaws or any Laws, or any finding,
      order, judgment, writ, injunction or decree to which Buyer is a party or
      by which Buyer or its assets may be bound or affected; or (ii) require the
      approval, consent or authorization of, or prior notice to, filing with or
      registration with, any Governmental Authority, or any other Person.

4.4   NO BROKER. Buyer has not had any dealings, negotiations or communications
      with any broker or other intermediary in connection with the transactions
      contemplated by this Agreement and is not committed to any liability for
      any brokers' or finders' fees or any similar fees in connection with the
      transactions contemplated by this Agreement.

                                    ARTICLE V

                                    COVENANTS

5.1   ACCESS TO INFORMATION. Between the date hereof and the Closing Date, at
      Buyer's expense, Buyer and its authorized agents, officers and
      representatives shall have reasonable access to the Facility, books,
      records, contracts, information and documents of Seller to conduct such
      examinations and investigations of Seller as Buyer deems necessary;
      PROVIDED, HOWEVER, that such examinations and investigations: (a) shall be
      conducted during the normal business hours of Seller, (b) shall not
      unreasonably interfere with the operations and activities of Seller, and
      (c) shall be subject to the prior approval of Seller, if the information
      or documents requested are, in the opinion of Seller, of a nature that may
      compromise the competitive position of Seller. Seller shall cooperate in
      all reasonable respects with Buyer's examinations and investigations.

5.2   FURTHER ASSURANCES; CONSENTS. Each of the parties hereto hereby agrees to
      proceed diligently (a) to obtain any and all approvals of Governmental
      Authorities and third party consents, approvals, notations and
      authorizations required in connection with the consummation of the
      transactions contemplated by this Agreement, (b) to comply with all
      conditions and covenants applicable or related to it as contemplated by
      this Agreement and (c) to take all such commercially reasonable actions as
      are necessary or advisable in order to cause the consummation of the
      transactions contemplated hereby.


                                      -21-
<Page>

5.3   PUBLICITY. All general notices, releases, statements and communications to
      employees, suppliers, distributors and customers of Seller and to the
      general public and the press relating to the transactions covered by this
      Agreement shall be made only at such times and in such manner as may be
      agreed upon in advance by the parties; PROVIDED, HOWEVER, that any party
      hereto shall be entitled to make a public announcement of the foregoing
      if, in the opinion of its legal counsel, such announcement is required to
      comply with any Law and if it first gives prior written notice to the
      other parties hereto of its intention to make such public announcement.

5.4   CONFIDENTIALITY. Notwithstanding any other provision of this Agreement to
      the contrary, Buyer agrees that unless and until the transactions
      contemplated herein are consummated,

      Buyer shall remain subject to all of the terms and conditions of the
      Confidentiality Agreement, dated April 23, 2001, by and between Seller and
      Buyer, the terms of which Confidentiality Agreement are incorporated
      herein by reference; PROVIDED, HOWEVER, that the provisions of the
      Confidentiality Agreement shall be waived as and to the extent necessary
      to permit public announcements to the extent provided in SECTION 5.3
      hereof.

5.5   EMPLOYMENT OF SELLER'S EMPLOYEES.

      (a)   SCHEDULE F attached hereto contains a comprehensive list of all
            employees engaged at the Facility to whom Buyer intends to make
            offers of employment (the "Listed Employees"). On or prior to the
            Closing, Buyer shall make an offer of employment to each employee of
            Seller so listed by Buyer on the same terms and conditions as
            provided by the Buyer to its other employees of similar length of
            service and job responsibility. Any offers of employment will be
            conditioned on, and only effective upon, the Closing. Any employee
            employed by Buyer shall be an employee at will. Nothing contained in
            this Agreement, whether expressed or implied, shall confer upon any
            employee, or the legal representatives of any such person, any
            rights or remedies, including, without limitation, any right of
            employment, or any right of employment for any period of time, or of
            any nature or kind whatsoever under or by reason of this Agreement.

      (b)   In the event that a Listed Employee does not wish to be employed by
            Buyer, Buyer shall not assume, and Seller shall remain liable or
            otherwise responsible for, any employment or employee benefit
            obligation, or any wage, bonus, salary or other employee payment
            obligation arising with respect to such Listed Employee.


                                      -22-
<Page>

5.6   EMPLOYEE OBLIGATIONS.

      (a)   Seller shall provide written notice to the Buyer a minimum of five
            business days prior to the hiring, transfer, or dismissal of any
            Listed Employee.

      (b)   Seller, after the date of this Agreement, will not permit:

            (i)   any increase in the salary of a Listed Employee at the
                  Facility prior to a twelve (12) month period from the last
                  date that the Listed Employee received a raise; or

            (ii)  any increase in the salary of a Listed Employee on the annual
                  review of any such Listed Employee by more than five percent
                  (5%).

5.7   COVENANT NOT TO COMPETE. At the Closing Seller will execute a Covenant Not
      to Compete with Buyer in the bulk liquids terminal business for a period
      of two (2) years from the Closing within a fifty (50) mile radius of the
      Facility, in the form attached hereto as EXHIBIT E.

5.8   COOPERATION. Seller will cooperate with Buyer in good faith and with due
      diligence with respect to the following matters:

      (a)   TRANSITION WITH CUSTOMERS AND VENDORS. Seller and Buyer will take
            reasonably necessary steps to effect the smooth transition from
            Seller to Buyer of relations with customers and vendors at and after
            the Closing Date with the objective of vesting in Buyer (insofar as
            reasonably practicable) the economic benefit and customer
            relationships with all of Seller's customers and vendors of the
            Facility.

      (b)   CONDUCT OF BUSINESS. Before the closing, Seller will operate its
            business in the ordinary course, and will not intentionally make any
            changes or enter into any transactions outside of the ordinary
            course of business which would result in any material adverse impact
            on Buyer's use, enjoyment and business at the Facility after
            closing.

                                   ARTICLE VI

               CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING

6.1   CONDITION PRECEDENT TO EACH PARTY'S OBLIGATIONS TO CLOSE. The respective
      obligations of each party to consummate the transactions contemplated by
      this Agreement on the Closing Date are subject to the satisfaction or
      waiver at or prior to the Closing of the following conditions precedent:
      No order, decree or injunction shall have been enacted, entered,


                                      -23-
<Page>

      promulgated or enforced by any United States court of competent
      jurisdiction or any United States Governmental Authority that prohibits
      the consummation of the transactions contemplated by this Agreement;
      PROVIDED, HOWEVER, that the parties hereto shall use their reasonable best
      efforts to have any such order, decree or injunction vacated or reversed.

6.2   CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. The obligation of Buyer to
      consummate the transactions contemplated by this Agreement on the Closing
      Date is subject to the satisfaction or waiver at or prior to the Closing
      of the following conditions precedent:

      (a)   the representations and warranties of Seller contained in ARTICLE
            III shall be true and correct in all material respects at and as of
            the Closing Date with the same force and effect as if those
            representations and warranties had been made at and as of such time
            (with such exceptions, if any, necessary to give effect to events or
            transactions expressly permitted herein);

      (b)   the Board of Directors of the Buyer and Buyer's lenders must have
            approved of this transaction not later than five (5) business days
            after the date of this Agreement;

      (c)   there shall have been obtained all consents, approvals and
            authorizations, there shall have been given all notices and there
            shall have been made all registrations and filings under all laws,
            statutes, rules, regulations, judgments, orders, injunctions,
            contracts or other instruments to which Seller is a party or by
            which it and/or any of its properties are bound or subject, in each
            case that are required to permit the consummation of the
            transactions contemplated by this Agreement without contravention,
            violation or breach by Seller of any of the terms thereof, except
            where the failure to obtain or make any such consent, approval,
            authorization, notice, registration or filing would not have a
            material adverse effect on the Facility, following the Closing;

      (d)   Seller shall have performed, in all material respects, all
            obligations and complied with all covenants contained herein that
            are necessary to be performed or complied with by each of them at or
            before Closing;

      (e)   Seller shall have delivered to Buyer all of the following:

            (i)   the Deed, Bill of Sale and such other instruments of
                  conveyance, transfer, assignment and delivery as Buyer shall
                  have reasonably requested pursuant to Section 2.6;

            (ii)  the Assignment and Assumption Agreement;

            (iii) a certificate from an authorized officer of Seller, dated as
                  of the Closing Date, certifying the satisfaction of the
                  conditions set forth in this SECTION 6.2;


                                      -24-
<Page>

            (iv)  copies of the third party and governmental consents and
                  approvals required by SCHEDULE 3.2;

            (v)   a copy of the Articles of Incorporation of Seller, certified
                  by the Secretary of State of the State of North Carolina , and
                  a Certificate of Good Standing from the Secretary of State of
                  the State of North Carolina evidencing the good standing of
                  Seller in North Carolina;

            (vi)  An affidavit in form acceptable to the Buyer's title insurance
                  company sufficient to remove any exception for mechanics' and
                  materialmen's liens and parties in possession and appropriate
                  lien waivers, if necessary;

            (vii) An affidavit certifying that the Seller is not a foreign
                  entity under the Foreign Investment in Real Property Act; and

            (viii) A settlement statement mutually agreeable to the parties
                  showing the Purchase Price and all prorations made at Closing
                  (the "Settlement Statement");

            (ix)  such other certificates, documents and instruments as Buyer
                  reasonably requests related to the transactions contemplated
                  hereby; and

      (f)   all actions, corporate or other, to be taken by Seller in connection
            with the transactions contemplated by this Agreement, and all
            documents incident thereto, shall be reasonably satisfactory in form
            and substance to Buyer and Buyer's counsel.

6.3   CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller
      to consummate the transactions contemplated by this Agreement on the
      Closing Date are subject to the satisfaction or waiver at or prior to the
      Closing of the following conditions precedent:

      (a)   the representations and warranties of Buyer contained in ARTICLE IV
            shall be true and correct in all material respects at and as of the
            Closing Date with the same force and effect as if those
            representations and warranties had been made at and as of such time
            (with such exceptions, if any, necessary to give effect to events or
            transactions expressly permitted herein);

      (b)   Buyer shall have performed, in all material respects, all
            obligations and complied with all covenants contemplated herein that
            are necessary to be performed or complied with by it at or before
            Closing;


                                      -25-
<Page>

      (c)   Seller shall have obtained the written consent of its lender, GATX
            Capital Corporation, to the sale of the Assets not later than ten
            (10) business days after the date of this Agreement;

      (d)   there shall have been obtained all consents, approvals and
            authorizations, there shall have been given all notices and there
            shall have been made all registrations and filings under all laws,
            statutes, rules, regulations, judgments, orders, injunctions,
            contracts or other instruments to which Buyer is a party or by which
            it is bound or subject, in each case that are required to permit the
            consummation of the transactions contemplated by this Agreement
            without contravention, violation or breach by Buyer of any of the
            terms thereof;

      (e)   Buyer shall have delivered to Seller:

            (i)   the Purchase Price, payable to Seller, by wire transfer of
                  immediately available funds to the account designated by
                  Seller;

            (ii)  an executed copy of the Assignment and Assumption Agreement;

            (iii) a certificate from an authorized officer of Buyer, dated as of
                  the Closing Date, certifying the satisfaction of the
                  conditions set forth in this SECTION 6.3; and

            (iv)  a Settlement Statement mutually agreeable to the parties.

      (f)   all actions, corporate or other, to be taken by Buyer in connection
            with the transactions contemplated by this Agreement, and all
            documents incident thereto, shall be reasonably satisfactory in form
            and substance to Seller and its counsel.

                                   ARTICLE VII

                            SURVIVAL; INDEMNIFICATION

7.1   LIMITATION ON AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

      (a)   Buyer acknowledges and agrees that no representations or warranties
            have been made by Seller in connection with the transactions
            contemplated by this Agreement, except for those representations and
            warranties made in ARTICLE III hereof.

      (b)   Subject to paragraph (a) of this SECTION 7.1, all representations
            and warranties contained in this Agreement, or in any agreements or
            instruments executed in connection herewith or delivered pursuant
            hereto, shall survive the Closing for a period of three (3) years
            beginning on the Closing Date, but not longer. Such


                                      -26-
<Page>

            representations and warranties shall only be effective with respect
            to any breach or claim when notice of such breach or claim shall
            have been given in writing to the other party in breach or against
            whom indemnification is sought within such period. Any claim for
            indemnification for which notice has been given within the
            prescribed period may be prosecuted to conclusion notwithstanding
            the subsequent expiration of such period. No party to this Agreement
            shall be entitled to pursue any remedy for the breach of any
            representation or warranty to the extent such party was informed in
            writing of such breach prior to the Closing Date and such party
            proceeds with the Closing.

7.2   INDEMNIFICATION BY SELLER.

      (a)   Subject to the limitations set forth in SECTIONS 7.1 AND 7.4, Seller
            hereby agrees, to indemnify and hold Buyer harmless from and against
            any and all claims, demands, suits, proceedings, judgments, losses,
            liabilities, damages, costs and expenses (including, but not limited
            to, reasonable attorneys' fees) (collectively, "Losses") imposed
            upon or incurred by Buyer as a result of or in connection with any
            of the following:

            (i)   Any material inaccuracy or breach of a representation or
                  warranty made by Seller in ARTICLE III of this Agreement; or

            (ii)  The breach of, or default in the performance by Seller of, any
                  covenant, agreement or obligation to be performed by Seller
                  pursuant to this Agreement or any agreement or instrument
                  executed in connection herewith or pursuant hereto;

            (iii) The operation of the Facility prior to the Closing, except the
                  Environmental Liabilities and Health and Safety Liabilities
                  expressly assumed by Buyer herein.

      (b)   Promptly after receipt by Buyer of notice of an Action or other
            event giving rise to a Buyer Claim with respect to which Buyer is
            entitled to indemnification under this SECTION 7.2, Buyer shall
            notify (the "Buyer Claim Notice") Seller in writing of the
            commencement of such Action or the assertion of such Buyer Claim;
            PROVIDED, HOWEVER, that failure to give such notice shall not affect
            the right to indemnification hereunder except to the extent of
            actual prejudice to Seller. Seller shall have the option, and shall
            notify Buyer in writing within ten business days after the date of
            the Buyer Claim Notice of its election, either: (A) to participate
            (at Seller's expense) in the defense of such Action or Buyer Claim
            (in which case the defense of such Action or Buyer Claim shall be
            controlled by Buyer) or (B) to take charge of and control the
            defense of such Action or Buyer Claim (at Seller's expense). If
            Seller elects to control the defense, it will not compromise or
            settle the Action or Buyer


                                      -27-
<Page>

            Claim if (X) the amount to be paid in settlement exceeds the Maximum
            Indemnity Amount or (Y) the settlement does not include a provision
            releasing Buyer from all liabilities with respect thereto. If Seller
            fails to notify Buyer of its election within the applicable response
            period, then such party shall be deemed to have elected not to
            control the defense of such Action or Buyer Claim. If Seller elects
            to assume the defense of any Action or Buyer Claim, Buyer shall have
            the right to employ separate counsel and participate in the defense
            of such Action or Buyer Claim, but the fees and expenses of such
            counsel shall be at the expense of Buyer unless: (1) the named
            parties in such Action or Buyer Claim (including any impleaded
            parties) include both Buyer and an indemnifying party and Buyer
            shall have been advised by such counsel that there may be one or
            more legal defenses available to it that are different from or
            additional to those available to the indemnifying party, or (2)
            Buyer has reasonably determined that Losses that may be incurred may
            exceed either individually, or when aggregated with other Buyer
            Claims, the Maximum Indemnity Amount (in which case, the
            indemnifying party shall not have the right to control the defense
            of such Action or Buyer Claim on behalf of Buyer, it being
            understood, however, that the indemnifying party shall not, in
            connection with such Action or Buyer Claim, be liable for the fees
            and expenses of more than one separate firm of attorneys (in
            addition to any local counsel) and that all such fees and expenses
            shall be reimbursed as they are incurred).

      (c)   If Seller does not control the defense of any Action or Buyer Claim,
            then Buyer may settle such Action or Buyer Claim with the written
            consent of Seller (not to be unreasonably withheld).

7.3   INDEMNIFICATION BY BUYER.

      (a)   Subject to the limitations set forth in SECTIONS 7.1 AND 7.4, Buyer
            hereby agrees to indemnify and hold Seller harmless from and against
            any and all Losses imposed upon or incurred by Seller (any of such
            Losses by Seller, a "Seller Claim") as a result of or in connection
            with any of the following:

            (i)   Any material inaccuracy or breach of a representation or
                  warranty made by Buyer in this Agreement or in any agreement
                  or instrument executed in connection herewith or pursuant
                  hereto;

            (ii)  The breach of or default in the performance by Buyer of any
                  covenant, agreement or obligation to be performed by Buyer
                  pursuant to this Agreement or any agreement or instrument
                  executed in connection herewith or pursuant hereto; and


                                      -28-
<Page>

            (iii) The operation of the Facility after the date of Closing
                  including, but not limited to, operating under the DSP Permit,
                  the Air Permits and the NPDES Permits in Seller's name
                  pursuant to SECTION 2.2.

      (b)   Promptly after receipt by Seller of notice of the commencement of an
            Action or other event giving rise to a Seller Claim with respect to
            which Seller is entitled to indemnification, the party receiving
            such notice shall notify (the "Seller Claim Notice") Buyer in
            writing of the commencement of such Action or the assertion of such
            Seller Claim; PROVIDED, HOWEVER, that failure to give such notice
            shall not affect the right to indemnification hereunder except to
            the extent of actual prejudice to Buyer. Buyer shall have the
            option, and shall notify each indemnified party in writing within
            ten business days after the date of the Seller Claim of its
            election, either: (A) to participate (at its Buyer's expense) in the
            defense of the Action or Seller Claim (in which case the defense of
            such Action or Seller Claim shall be controlled by the indemnified
            party) or (B) to take charge of and control defense of such Action
            or Seller Claim (at its Buyer's expense). If Buyer fails to notify
            the indemnified party of its election within the applicable response
            period, then Buyer shall be deemed to have elected not to control
            the defense of such Action or Seller Claim. If Buyer elects to
            assume the defense of any Action or Seller Claim, each indemnified
            party shall have the right to employ separate counsel and
            participate in the defense of any such Action or Seller Claim, but
            the fees and expenses of such counsel shall be at the expense of the
            indemnified party unless: (1) the named parties in such Action or
            Seller Claim (including any impleaded parties) include both the
            indemnified party and Buyer and the indemnified party shall have
            been advised by such counsel that there may be one or more legal
            defenses available to it that are different from or additional to
            those available to Buyer, or (2) the indemnified party has
            reasonably determined that Losses that may be incurred may exceed
            either individually, or when aggregated with other Seller Claims,
            the Maximum Indemnity Amount (in which case, Buyer shall not have
            the right to assume the defense of such Action or Seller Claim on
            behalf of the indemnified party, it being understood, however,
            that Buyer shall not, in connection with such Action or Seller Claim
            be liable for the fees and expenses of more than one separate firm
            of attorneys (in additional to any local counsel) and that such fees
            and expenses shall be reimbursed as they are incurred).

      (c)   If Buyer does not control the defense of any Action or Seller Claim,
            then the indemnified party or parties may settle such Action or
            Seller Claim with the written consent of Buyer (not to be
            unreasonably withheld).


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<Page>

7.4   LIMITATION OF LIABILITY. Notwithstanding the foregoing, (i) Seller shall
      not be obligated to indemnify Buyer, and Buyer shall not be obligated to
      indemnify Seller pursuant to this ARTICLE VII unless and until the amount
      of all Losses incurred by Buyer, or by Seller, as the case may be, exceeds
      Ten Thousand Dollars ($10,000.00) in the aggregate (the "Basket"),

      in which event the party seeking indemnity may recover all Losses incurred
      in excess of the Basket from the first dollar above the Basket, and (ii)
      the maximum liability of Seller together for Losses under SECTION 7.2 and
      Buyer's maximum liability for Losses under SECTION 7.3 shall be, in each
      case limited to actual damages, not to exceed Six Million Two Hundred
      Fifty Thousand Dollars ($6,250,000.00) (the "Maximum Indemnity Amount").

7.5   EXCLUSIVE REMEDY. After the Closing, the parties' sole monetary recourse
      against each other for any Loss or claim of Losses arising out of or
      relating to this Agreement shall be expressly limited to the provisions of
      this ARTICLE VII, provided, however, that nothing in this Section 7.5
      shall prevent a party from seeking injunctive relief or other equitable
      remedies as may be appropriate.

                                  ARTICLE VIII

                                   TERMINATION

8.1   TERMINATION. This Agreement may be terminated and the transactions
      contemplated by this Agreement may be abandoned at any time, prior to the
      Closing only as follows:

      (a)   by mutual written consent of Buyer and Seller;

      (b)   by Buyer or Seller if the Closing Date shall not have occurred on or
            before January 1, 2002 (provided that the right to terminate this
            Agreement under this SECTION 8.1(b) shall not be available to any
            party whose failure (or, in the case of Seller, its failure) to
            fulfill any obligation under this Agreement has been the cause of,
            or has resulted in, the failure of the Closing Date to occur on or
            before such date); or

      (c)   by Buyer or Seller, if any court of competent jurisdiction in the
            United States or other United States governmental body shall have
            issued an order, decree or ruling or taken any other action
            restraining, enjoining or otherwise prohibiting the transactions
            contemplated hereby and such order, decree, ruling or other action
            shall have become final and nonappealable.


                                      -30-
<Page>

8.2.  EFFECT OF TERMINATION. If this Agreement is terminated pursuant to SECTION
      8.1 and the transactions contemplated by this Agreement are not
      consummated, all further obligations of the parties under or pursuant to
      this Agreement shall terminate without further liability of either party
      to the other; PROVIDED, HOWEVER, the obligations contained in this SECTION
      8.2, SECTION 5.4, SECTION 5.5, and SECTION 9.2 of this Agreement shall
      survive any such termination. Nothing contained in this SECTION 8.2 shall
      relieve any party from liability for any breach of this Agreement.

8.3   EXTENSION; WAIVER. At any time prior to the Closing, the parties may (a)
      extend the time for the performance of any of the obligations or other
      acts of the other parties hereto, (b) waive any inaccuracies in the
      representations and warranties contained herein or in any document,
      certificate or writing delivered pursuant hereto, or (c) waive compliance
      with any of the covenants, agreements or conditions contained herein. Any
      agreement on the part of any party to any such extension or waiver shall
      be valid only if set forth in an instrument in writing signed on behalf of
      such party.

8.4   DAMAGE OR DESTRUCTION PRIOR TO CLOSING. Seller shall bear the risk of all
      loss or damage to the Facility from all causes through the time of Closing
      and Seller shall maintain its current fire and extended insurance
      coverage. . If more than 5% of the Facility is damaged by fire or other
      casualty prior to Closing, then the Buyer shall have the right to either
      (i) terminate this Agreement or (ii) proceed to Closing without a
      reduction in Purchase Price and receive an assignment of all of Seller's
      right, title and interest in and to any insurance proceeds relating to
      such casualty. If less than 5% of the Facility is damaged by fire or other
      casualty prior to Closing, then the Purchaser, subject to the other terms
      of this Agreement, shall be obligated to proceed to Closing without a
      reduction in Purchase Price but shall receive an assignment of all of
      Seller's right, title and interest in and to any insurance proceeds
      relating to such casualty. Seller shall in no event be liable to Buyer for
      any damages, out-of-pocket expenses of other claims arising out of a fire
      or other casualty to the Facility.

8.5   CONDEMNATION PRIOR TO CLOSING. If, after the date hereof and prior to the
      Closing, all or any portion of the Facility is condemned or taken by
      eminent domain (or is the subject of a pending or contemplated
      condemnation proceeding or taking by eminent domain which has not been
      completed), Seller shall promptly give Buyer reasonably detailed notice of
      such condemnation or taking. Upon receipt of such notice, Buyer shall have
      thirty (30) days to elect to either (i) proceed to Closing without a
      reduction in the Purchase Price in which event Purchaser shall be entitled
      to any and all claims that Seller may have to condemnation awards or any
      and all causes of action with respect to such condemnation or taking of
      the Facility or (ii) terminate this Agreement.


                                      -31-
<Page>

                                   ARTICLE IX

                                  MISCELLANEOUS

9.1   ENTIRE AGREEMENT. Except as set forth in SECTION 5.5 hereof, this
      Agreement and the documents referred to herein and to be delivered
      pursuant hereto constitute the entire agreement between the parties
      pertaining to the subject matter hereof, and supersede all prior and
      contemporaneous agreements, understandings, negotiations and discussions
      of the parties, whether oral or written, and there are no warranties,
      representations or other agreements between the parties in connection with
      the subject matter hereof, except as specifically set forth herein or
      therein.

9.2   EXPENSES. Whether or not the transactions contemplated by this Agreement
      are consummated, each of the parties hereto shall pay the fees and
      expenses of their respective counsel, investment bankers, financial
      advisors, accountants and other experts and the other expenses incident to
      the negotiation and preparation of this Agreement and consummation of the
      transactions contemplated hereby, subject to SECTION 9.3 hereof.

9.3   GOVERNING LAW. This Agreement shall be construed and interpreted according
      to the laws of the State of North Carolina without regard to the conflicts
      of law rules thereof.

9.4   ASSIGNMENT. This Agreement and each party's respective rights hereunder
      may not be assigned at any time except as expressly set forth herein
      without the prior written consent of the other parties. In the event
      Seller liquidates or makes other distributions of cash or property to its
      parent company, JLM Industries, Inc., such that the net worth of the
      Seller is reduced to less than $6,250,000.00, then Seller agrees (i) to
      obtain from its parent company a written assumption of all Seller's
      indemnity and other obligations to Buyer under this Agreement and (ii) to
      supply Buyer with a copy of such assumption agreement. In the event Seller
      fails to obtain such assumption agreement, the Buyer, the Seller, and the
      Seller on behalf of its parent company, agree that all such obligations
      shall pass to, and be assumed by, its parent company by operation of law.
      Nothing contained in this clause shall prevent or place any limitations
      upon the Seller, other than that listed in (i) and (ii) above, as it
      relates to liquidation or the making of cash, property, or other
      distributions to its parent company, JLM Industries, Inc.

9.5   NOTICES. All communications, notices and disclosures required or permitted
      by this Agreement shall be in writing and shall be deemed to have been
      given when delivered personally or by messenger or by overnight delivery
      service, or when mailed by registered or certified United States mail,
      postage prepaid, return receipt requested, or when received via telecopy,
      telex or other electronic transmission, in all cases addressed to the
      person for whom it is intended at his address set forth below or to such
      other address as a party shall have designated by notice in writing to the
      other party in the manner provided by this SECTION 9.6:


                                      -32-
<Page>

         If to Seller:              JLM Industries, Inc.
                                    8675 Hidden River Parkway
                                    Tampa, Florida 33637
                                    Attention: Walter M. Tarpley
                                    Telecopy: 813/632-3315

         If to Buyer:               CTI of North Carolina, Inc.
                                    101 North Lathrop Avenue
                                    Savannah, Georgia 31402-0576
                                    Attention: William A. Baker
                                    Telecopy: 912/235-3881

         With a copy to:            Ellis, Painter, Ratterree & Bart, LLP
                                    2 E. Bryan Street, 10th Floor
                                    Savannah, Georgia 31401
                                    Attention: J. Wiley Ellis, Esq.
                                    Telecopy: 912/233-2281


9.6   COUNTERPARTS; HEADINGS. This Agreement may be executed in several
      counterparts, each of which shall be deemed an original, but such
      counterparts shall together constitute but one and the same Agreement. The
      Table of Contents and Article and Section headings in this Agreement are
      inserted for convenience of reference only and shall not constitute a part
      hereof.

9.7   SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage
      would occur in the event any of the provisions of this Agreement were not
      performed in accordance with the terms hereof and that the parties shall
      be entitled to specific performance of the terms hereof, in addition to
      any other remedy at law or equity.

9.8   SEVERABILITY. If any provision, clause or part of this Agreement, or the
      application thereof under certain circumstances, is held invalid, the
      remainder of this Agreement, or the application of such provision, clause
      or part under other circumstances, shall not be affected thereby.

9.9   NO RELIANCE. No third party is entitled to rely on any of the
      representations, warranties and agreements contained in this Agreement,
      and none of the parties hereto assumes any liability to any third party
      because of any reliance on the representations, warranties and agreements
      of any of the parties hereto contained in this Agreement.

9.10  AMENDMENT. This Agreement may not be amended except by an instrument in
      writing signed by all of the parties.


                                      -33-
<Page>



IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the day and year first above written.

                                       JLM TERMINALS, INC.

                                       By: /s/ Scott L. Macdonald
                                           ___________________________________

                                       Name: Scott L. Macdonald
                                            __________________________________

                                       Title: President
                                             _________________________________




                                       CTI OF NORTH CAROLINA, INC.

                                       By: /s/ William A. Baker, Jr.
                                           ___________________________________

                                       Name: William A. Baker, Jr.
                                            __________________________________

                                       Title: Vice-President
                                             _________________________________


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