<PAGE>

================================================================================

                       GUARANTEE AND COLLATERAL AGREEMENT




                                     made by




                          TESORO PETROLEUM CORPORATION




                         and certain of its Subsidiaries




                                   in favor of




                                  BANK ONE, NA




                             as Administrative Agent


                          Dated as of September 6, 2001

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
SECTION 1. DEFINED TERMS.....................................................................1

         1.1   Definitions...................................................................1
         1.2   Other Definitional Provisions.................................................6

SECTION 2. GUARANTEE.........................................................................6

         2.1   Guarantee.....................................................................6
         2.2   Right of Contribution.........................................................7
         2.3   No Subrogation................................................................7
         2.4   Amendments, etc. with respect to the Borrower Obligations.....................8
         2.5   Guarantee Absolute and Unconditional..........................................8
         2.6   Reinstatement.................................................................9
         2.7   Payments......................................................................9

SECTION 3. GRANT OF SECURITY INTEREST........................................................9

SECTION 4. REPRESENTATIONS AND WARRANTIES...................................................10

         4.1   Representations in Credit Agreement..........................................10
         4.2   Title; No Other Liens........................................................10
         4.3   Perfected First Priority Liens...............................................11
         4.4   Jurisdiction of Organization; Chief Executive Office.........................11
         4.5   Inventory and Equipment......................................................11
         4.6   Farm Products................................................................11
         4.7   Investment Property..........................................................11
         4.8   Receivables..................................................................11
         4.9   Intellectual Property........................................................12
         4.10   Vehicles....................................................................12

SECTION 5. COVENANTS........................................................................12

         5.1   Covenants in Credit Agreement................................................13
         5.2   Delivery of Instruments and Chattel Paper....................................13
         5.3   Maintenance of Insurance.....................................................13
         5.4   Payment of Obligations.......................................................13
         5.5   Maintenance of Perfected Security Interest; Further Documentation............14
         5.6   Changes in Locations, Name, etc..............................................14
         5.7   Notices......................................................................14
         5.8   Investment Property..........................................................15
         5.9   Receivables..................................................................16
         5.10   Intellectual Property.......................................................16

SECTION 6. REMEDIAL PROVISIONS..............................................................18
</Table>


                                       i

<PAGE>

<Table>
<Caption>
                                                                                          Page
                                                                                          ----
<S>                                                                                       <C>
         6.1   Certain Matters Relating to Receivables......................................18
         6.2   Communications with Obligors; Grantors Remain Liable.........................19
         6.3   Pledged Stock................................................................19
         6.4   Proceeds to be Turned Over To Administrative Agent...........................20
         6.5   Application of Proceeds......................................................21
         6.6   Code and Other Remedies......................................................21
         6.7   Registration Rights..........................................................22
         6.8   Deficiency...................................................................23

SECTION 7. THE ADMINISTRATIVE AGENT.........................................................23

         7.1   Administrative Agent's Appointment as Attorney-in-Fact, etc..................23
         7.2   Duty of Administrative Agent.................................................25
         7.3   Execution of Financing Statements............................................25
         7.4   Authority of Administrative Agent............................................25

SECTION 8. MISCELLANEOUS....................................................................26

         8.1   Amendments in Writing........................................................26
         8.2   Notices......................................................................26
         8.3   No Waiver by Course of Conduct; Cumulative Remedies..........................26
         8.4   Enforcement Expenses; Indemnification........................................26
         8.5   Successors and Assigns.......................................................27
         8.6   Set-Off......................................................................27
         8.7   Counterparts.................................................................27
         8.8   Severability.................................................................27
         8.9   Section Headings.............................................................28
         8.10   Integration.................................................................28
         8.11   GOVERNING LAW...............................................................28
         8.12   Submission To Jurisdiction; Waivers.........................................28
         8.13   Acknowledgements............................................................28
         8.14   Additional Grantors.........................................................29
         8.15   Releases....................................................................29
         8.16   WAIVER OF JURY TRIAL........................................................29
         8.17   Notice of Remedies Under Alaskan Law........................................30
</Table>


                                       ii

<PAGE>

SCHEDULES

Schedule 1       Notice Addresses of Guarantors
Schedule 2       Description of Pledged Securities
Schedule 3       Filings and Other Actions Required to Perfect Security Interest
Schedule 4       Jurisdiction of Organization, Identification Number and
                 Location of Chief Executive Office
Schedule 5       Locations of Inventory and Equipment
Schedule 6       Intellectual Property
Schedule 7       Existing Prior Liens

ANNEXES

Annex I          Assumption Agreement
Annex II         Acknowledgment and Consent


                                      iii
<PAGE>

           GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 6, 2001,
made by each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the "Grantors"), in favor of BANK ONE,
NA, as Administrative Agent (in such capacity, the "Administrative Agent") for
the banks and other financial institutions (the "Lenders") from time to time
parties to the Credit Agreement, dated as of September 6, 2001 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among TESORO PETROLEUM CORPORATION, a Delaware corporation (the "Borrower"), the
several banks and other financial institutions or entities from time to time
parties to the Credit Agreement (the "Lenders"), LEHMAN BROTHERS INC., as
arranger (in such capacity, the "Arranger"), LEHMAN COMMERCIAL PAPER INC., as
syndication agent (in such capacity, the "Syndication Agent"), ABN AMRO BANK
N.V., BANK OF AMERICA, N.A., CREDIT LYONNAIS NEW YORK BRANCH, and THE BANK OF
NOVA SCOTIA, as co-documentation agents (in such capacity, each a
"Co-Documentation Agents"), and the Administrative Agent.

                                   WITNESSETH:

           WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make extensions of credit to the Borrower upon the terms and subject
to the conditions set forth therein;

           WHEREAS, the Borrower is a member of an affiliated group of companies
that includes each other Grantor;

           WHEREAS, the proceeds of the extensions of credit under the Credit
Agreement will be used in part to enable the Borrower to make valuable transfers
to one or more of the other Grantors in connection with the operation of their
respective businesses;

           WHEREAS, the Borrower and the other Grantors are engaged in related
businesses, and each Grantor will derive substantial direct and indirect benefit
from the making of the extensions of credit under the Credit Agreement; and

           WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective extensions of credit to the Borrower under the Credit
Agreement that the Grantors shall have executed and delivered this Agreement to
the Administrative Agent for the ratable benefit of the Lenders;

           NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the Borrower
thereunder, each Grantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Lenders, as follows:

                            SECTION 1. DEFINED TERMS

           1.1 Definitions. (a) Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement and the following terms are used herein as defined in the
New York UCC: Accounts, Certificated
<PAGE>

                                                                               2


Security, Chattel Paper, Documents, Equipment, Farm Products, General
Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights and
Supporting Obligations.

          (b) The following terms shall have the following meanings:

          "Agreement": this Guarantee and Collateral Agreement, as the same may
     be amended, supplemented or otherwise modified from time to time.

          "Borrower Credit Agreement Obligations": the collective reference to
     the unpaid principal of and interest on the Loans and Reimbursement
     Obligations and all other obligations and liabilities of the Borrower
     (including, without limitation, interest accruing at the then applicable
     rate provided in the Credit Agreement after the maturity of the Loans and
     Reimbursement Obligations and interest accruing at the then applicable rate
     provided in the Credit Agreement after the filing of any petition in
     bankruptcy, or the commencement of any insolvency, reorganization or like
     proceeding, relating to the Borrower, whether or not a claim for
     post-filing or post-petition interest is allowed in such proceeding) to the
     Administrative Agent or any Lender, whether direct or indirect, absolute or
     contingent, due or to become due, or now existing or hereafter incurred,
     which may arise under, out of, or in connection with, the Credit Agreement,
     this Agreement, or the other Loan Documents, or any Letter of Credit, or
     any other document made, delivered or given in connection therewith, in
     each case whether on account of principal, interest, reimbursement
     obligations, fees, indemnities, costs, expenses or otherwise (including,
     without limitation, all fees and disbursements of counsel to the
     Administrative Agent or to the Lenders that are required to be paid by the
     Borrower pursuant to the terms of any of the foregoing agreements) (but
     specifically excluding any obligations or indebtedness arising out of the
     Exchange Notes or Take-Out Debt).

          "Borrower Hedge Agreement Obligations": the collective reference to
     all obligations and liabilities of the Borrower (including, without
     limitation, interest accruing at the then applicable rate provided in any
     Specified Hedge Agreement after the filing of any petition in bankruptcy,
     or the commencement of any insolvency, reorganization or like proceeding,
     relating to the Borrower, whether or not a claim for post-filing or
     post-petition interest is allowed in such proceeding) to any Qualified
     Counterparty, whether direct or indirect, absolute or contingent, due or to
     become due, or now existing or hereafter incurred, which may arise under,
     out of, or in connection with, any Specified Hedge Agreement or any other
     document made, delivered or given in connection therewith, in each case
     whether on account of principal, interest, reimbursement obligations, fees,
     indemnities, costs, expenses or otherwise (including, without limitation,
     all fees and disbursements of counsel to the relevant Qualified
     Counterparty that are required to be paid by the Borrower pursuant to the
     terms of any Specified Hedge Agreement).

          "Borrower Obligations": the collective reference to (i) the Borrower
     Credit Agreement Obligations, (ii) the Borrower Hedge Agreement
     Obligations, but only to the extent that, and only so long as, the Borrower
     Credit Agreement Obligations are secured and guaranteed pursuant hereto,
     and (iii) all other obligations and liabilities of the Borrower, whether
     direct or indirect, absolute or contingent, due or to become due, or
<PAGE>

                                                                               3


     now existing or hereafter incurred, which may arise under, out of, or in
     connection with, this Agreement (including, without limitation, all fees
     and disbursements of counsel to the Administrative Agent or to the Lenders
     that are required to be paid by the Borrower pursuant to the terms of this
     Agreement) (but specifically excluding any obligations or indebtedness
     arising out of the Exchange Notes or Take-Out Debt).

          "Collateral": as defined in Section 3.

          "Collateral Account": any collateral account established by the
     Administrative Agent as provided in Section 6.1 or 6.4.

          "Copyrights": (i) all copyrights arising under the laws of the United
     States, any other country or any political subdivision thereof, whether
     registered or unregistered and whether published or unpublished (including,
     without limitation, those listed in Schedule 6), all registrations and
     recordings thereof, and all applications in connection therewith,
     including, without limitation, all registrations, recordings and
     applications in the United States Copyright Office, and (ii) the right to
     obtain all renewals thereof.

          "Copyright Licenses": any written agreement naming any Grantor as
     licensor or licensee (including, without limitation, those listed in
     Schedule 6), granting any right under any Copyright, including, without
     limitation, the grant of rights to manufacture, distribute, exploit and
     sell materials derived from any Copyright.

          "Excluded Assets": (a) any contract, General Intangible, Copyright
     License, Patent License or Trademark License ("Intangible Assets"), in each
     case to the extent the grant by the relevant Grantor of a security interest
     pursuant to this Agreement in such Grantor's right, title and interest in
     such Intangible Asset (i) is prohibited by any contract, agreement,
     instrument or indenture governing such Intangible Asset, (ii) would give
     any other party to such contract, agreement, instrument or indenture the
     right to terminate its obligations thereunder or (iii) is permitted only
     with the consent of another party, if such consent has not been obtained;
     provided, that any Receivable or any money or other amounts due or to
     become due under any such contract, agreement, instrument or indenture
     shall not be Excluded Assets and (b) all assets of any kind owned by Tesoro
     Marine Services, Inc.

          "Foreign Subsidiary": any Subsidiary organized under the laws of any
     jurisdiction outside the United States of America.

          "Foreign Subsidiary Voting Stock": the voting Capital Stock of any
     Foreign Subsidiary.

          "Guarantor Hedge Agreement Obligations": with respect to any
     Guarantor, the collective reference to all obligations and liabilities of
     such Guarantor (including, without limitation, interest accruing at the
     then applicable rate provided in any Specified Hedge Agreement after the
     filing of any petition in bankruptcy, or the commencement of any
     insolvency, reorganization or like proceeding, relating to such Guarantor,
     whether or not a claim for post-filing or post-petition interest is allowed
     in such proceeding) to any Qualified Counterparty, whether direct or
     indirect, absolute or contingent, due or to
<PAGE>

                                                                               4


     become due, or now existing or hereafter incurred, which may arise under,
     out of, or in connection with, any Specified Hedge Agreement or any other
     document made, delivered or given in connection therewith, in each case
     whether on account of principal, interest, reimbursement obligations, fees,
     indemnities, costs, expenses or otherwise (including, without limitation,
     all fees and disbursements of counsel to the relevant Qualified
     Counterparty that are required to be paid by such Guarantor pursuant to the
     terms of any Specified Hedge Agreement).

          "Guarantor Loan Document Obligations": with respect to any Guarantor,
     all obligations and liabilities of such Guarantor which may arise under or
     in connection with this Agreement (including, without limitation, Section
     2) or any other Loan Document to which such Guarantor is a party, in each
     case whether on account of guarantee obligations, reimbursement
     obligations, fees, indemnities, costs, expenses or otherwise (including,
     without limitation, all fees and disbursements of counsel to the
     Administrative Agent or to the Lenders that are required to be paid by such
     Guarantor pursuant to the terms of this Agreement or any other Loan
     Document).

          "Guarantor Obligations": with respect to any Guarantor, the collective
     reference to (i) the Guarantor Loan Document Obligations of such Guarantor
     and (ii) the Guarantor Hedge Agreement Obligations of such Guarantor, but
     only to the extent that, and only so long as, such Guarantor Loan
     Obligations are secured pursuant hereto.

          "Guarantors": the collective reference to each Grantor other than the
     Borrower.

          "Hedge Agreements": as to any Person, all interest rate swaps,
     currency exchange agreements, commodity swaps, caps or collar agreements,
     hydrocarbon swaps or similar arrangements entered into by such Person
     providing for protection against fluctuations in interest rates, currency
     exchange rates or commodity or hydrocarbon prices or the exchange of
     nominal interest obligations, either generally or under specific
     contingencies.

          "Intellectual Property": the collective reference to all rights,
     priorities and privileges relating to intellectual property, whether
     arising under United States, multinational or foreign laws or otherwise,
     including, without limitation, the Copyrights, the Copyright Licenses, the
     Patents, the Patent Licenses, the Trademarks and the Trademark Licenses,
     and all rights to sue at law or in equity for any infringement or other
     impairment thereof, including the right to receive all proceeds and damages
     therefrom.

          "Intercompany Note": any promissory note evidencing loans made by any
     Grantor or any of its Subsidiaries.

          "Investment Property": the collective reference to (i) all "investment
     property" as such term is defined in Section 9-102(a)(49) of the New York
     UCC (other than any Foreign Subsidiary Voting Stock excluded from the
     definition of "Pledged Stock") and (ii) whether or not constituting
     "investment property" as so defined, all Pledged Notes and all Pledged
     Stock.

          "Issuers": the collective reference to each issuer of any Investment
     Property.

<PAGE>

                                                                               5


          "New York UCC": the Uniform Commercial Code as from time to time in
     effect in the State of New York.

          "Obligations": (i) in the case of the Borrower, the Borrower
     Obligations, and (ii) in the case of each Guarantor, its Guarantor
     Obligations.

          "Patents": (i) all letters patent of the United States, any other
     country or any political subdivision thereof, all reissues and extensions
     thereof and all goodwill associated therewith, including, without
     limitation, any of the foregoing referred to in Schedule 6, (ii) all
     applications for letters patent of the United States or any other country
     and all divisions, continuations and continuations-in-part thereof,
     including, without limitation, any of the foregoing referred to in Schedule
     6, and (iii) all rights to obtain any reissues or extensions of the
     foregoing.

          "Patent License": all agreements, whether written or oral, providing
     for the grant by or to any Grantor of any right to manufacture, use or sell
     any invention covered in whole or in part by a Patent, including, without
     limitation, any of the foregoing referred to in Schedule 6.

          "Pledged Notes": all Intercompany Notes at any time issued to any
     Grantor and all other promissory notes issued to or held by any Grantor
     (other than promissory notes issued in connection with extensions of trade
     credit by any Grantor in the ordinary course of business).

          "Pledged Securities": the collective reference to the Pledged Notes
     and the Pledged Stock.

          "Pledged Stock": the shares of Capital Stock listed on Schedule 2,
     together with any other shares, stock certificates, options or rights of
     any nature whatsoever in respect of the Capital Stock of any Person that
     may be issued or granted to, or held by, any Grantor while this Agreement
     is in effect; provided that in no event shall more than 66% of the total
     outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be
     required to be pledged hereunder.

          "Proceeds": all "proceeds" as such term is defined in Section
     9-102(a)(64) of the Uniform Commercial Code in effect in the State of New
     York on the date hereof and, in any event, including, without limitation,
     all dividends or other income from the Investment Property, collections
     thereon or distributions or payments with respect thereto.

          "Qualified Counterparty": with respect to any Specified Hedge
     Agreement, any counterparty thereto that, at the time such Specified Hedge
     Agreement was entered into, was a Lender or an affiliate of a Lender.

          "Receivable": any right to payment for goods sold or leased or for
     services rendered, whether or not such right is evidenced by an Instrument
     or Chattel Paper and whether or not it has been earned by performance
     (including, without limitation, any Account).

<PAGE>

                                                                               6


          "Securities Act": the Securities Act of 1933, as amended.

          "Specified Hedge Agreement": any Hedge Agreement entered into by (i)
     the Borrower or any of its subsidiaries and (ii) any Lender or any
     affiliate thereof, as counterparty.

          "Trademarks": (i) all trademarks, trade names, corporate names,
     company names, business names, fictitious business names, trade styles,
     service marks, logos and other source or business identifiers, and all
     goodwill associated therewith, now existing or hereafter adopted or
     acquired, all registrations and recordings thereof, and all applications in
     connection therewith, whether in the United States Patent and Trademark
     Office or in any similar office or agency of the United States, any State
     thereof or any other country or any political subdivision thereof, or
     otherwise, and all common-law rights related thereto, including, without
     limitation, any of the foregoing referred to in Schedule 6, and (ii) the
     right to obtain all renewals thereof.

          "Trademark License": any agreement, whether written or oral, providing
     for the grant by or to any Grantor of any right to use any Trademark,
     including, without limitation, any of the foregoing referred to in Schedule
     6.

          "Vehicles": all cars, trucks, trailers, construction and earth moving
     equipment and other vehicles covered by a certificate of title law of any
     state and all tires and other appurtenances to any of the foregoing.

           1.2 Other Definitional Provisions. (a) The words "hereof," "herein",
"hereto" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Section and Schedule references are to this Agreement unless
otherwise specified.

           (b) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

           (c) Where the context requires, terms relating to the Collateral or
any part thereof, when used in relation to a Grantor, shall refer to Collateral
in which, and only to the extent that, such Grantor has rights therein or the
relevant part thereof.

                              SECTION 2. GUARANTEE

           2.1 Guarantee. (a) The Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantee to the Administrative Agent, for the
ratable benefit of the Lenders and any Qualified Counterparties and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by the Borrower when due (whether at the stated
maturity, by acceleration or otherwise) of the Borrower Obligations.

           (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such Guarantor
<PAGE>

                                                                               7


under applicable federal and state laws relating to the insolvency of debtors
(after giving effect to the right of contribution established in Section 2.2).

           (c) Each Guarantor agrees that the Borrower Obligations may at any
time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing the guarantee contained in this Section 2 or
affecting the rights and remedies of the Administrative Agent or any Lender
hereunder.

           (d) The guarantee contained in this Section 2 shall remain in full
force and effect until all the Borrower Obligations and the obligations of each
Guarantor under the guarantee contained in this Section 2 shall have been
satisfied by payment in full, no Letter of Credit shall be outstanding (other
than Letters of Credit that have been collateralized to the satisfaction of the
Issuing Lender) and the Commitments shall be terminated, notwithstanding that
from time to time during the term of the Credit Agreement the Borrower may be
free from any Borrower Obligations.

           (e) No payment made by the Borrower, any of the Guarantors, any other
guarantor or any other Person or received or collected by the Administrative
Agent or any Lender from the Borrower, any of the Guarantors, any other
guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Borrower Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Borrower Obligations or any payment
received or collected from such Guarantor in respect of the Borrower
Obligations), remain liable for the Borrower Obligations up to the maximum
liability of such Guarantor hereunder until the Borrower Obligations are paid in
full, no Letter of Credit shall be outstanding and the Commitments are
terminated or such Guarantor's guarantee has been released in accordance with
Section 8.15.

           2.2 Right of Contribution. Each Guarantor hereby agrees that to the
extent that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder which has not paid
its proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 2.3. The provisions of
this Section 2.2 shall in no respect limit the obligations and liabilities of
any Guarantor to the Administrative Agent and the Lenders, and each Guarantor
shall remain liable to the Administrative Agent and the Lenders for the full
amount guaranteed by such Guarantor hereunder.

           2.3 No Subrogation. Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by the
Administrative Agent or any Lender, no Guarantor shall be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against the Borrower or any other Guarantor or any collateral security or
guarantee or right of offset held by the Administrative Agent or any Lender for
the payment of the Borrower Obligations, nor shall any Guarantor seek or be
entitled to seek any contribution or reimbursement from the Borrower or any
other Guarantor in respect of payments made by such Guarantor hereunder, until
all amounts owing to the Administrative
<PAGE>

                                                                               8


Agent and the Lenders by the Borrower on account of the Borrower Obligations are
paid in full, no Letter of Credit shall be outstanding and the Commitments are
terminated. If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time when all of the Borrower Obligations shall not
have been paid in full, such amount shall be held by such Guarantor in trust for
the Administrative Agent and the Lenders, segregated from other funds of such
Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
to the Administrative Agent in the exact form received by such Guarantor (duly
indorsed by such Guarantor to the Administrative Agent, if required), to be
applied against the Borrower Obligations, whether matured or unmatured, in the
order set forth in Section 6.5.

           2.4 Amendments, etc. with respect to the Borrower Obligations. Each
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any Guarantor and without notice to or further
assent by any Guarantor, any demand for payment of any of the Borrower
Obligations made by the Administrative Agent or any Lender may be rescinded by
the Administrative Agent or such Lender and any of the Borrower Obligations
continued, and the Borrower Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, and the
Credit Agreement and the other Loan Documents and any other documents executed
and delivered in connection therewith may be amended, modified, supplemented or
terminated, in whole or in part, as the Administrative Agent (or the Required
Lenders or all Lenders, as the case may be) may deem advisable from time to
time, and any collateral security, guarantee or right of offset at any time held
by the Administrative Agent or any Lender for the payment of the Borrower
Obligations may be sold, exchanged, waived, surrendered or released. Neither the
Administrative Agent nor any Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Borrower Obligations or for the guarantee contained in this Section 2 or any
property subject thereto.

           2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any
and all notice of the creation, renewal, extension or accrual of any of the
Borrower Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon the guarantee contained in this Section 2 or acceptance
of the guarantee contained in this Section 2; the Borrower Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the
guarantee contained in this Section 2; and all dealings between the Borrower and
any of the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon the guarantee contained in this Section 2.
Each Guarantor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon the Borrower or any of the Guarantors
with respect to the Borrower Obligations. Each Guarantor understands and agrees
that the guarantee contained in this Section 2 shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(1) the validity or enforceability of the Credit Agreement or any other Loan
Document, any of the Borrower Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Administrative Agent or any Lender, (2) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be
<PAGE>

                                                                               9


available to or be asserted by the Borrower or any other Person against the
Administrative Agent or any Lender, or (3) any other circumstance whatsoever
(with or without notice to or knowledge of the Borrower or such Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower for the Borrower Obligations, or of such Guarantor
under the guarantee contained in this Section 2, in bankruptcy or in any other
instance. When making any demand hereunder or otherwise pursuing its rights and
remedies hereunder against any Guarantor, the Administrative Agent or any Lender
may, but shall be under no obligation to, make a similar demand on or otherwise
pursue such rights and remedies as it may have against the Borrower, any other
Guarantor or any other Person or against any collateral security or guarantee
for the Borrower Obligations or any right of offset with respect thereto, and
any failure by the Administrative Agent or any Lender to make any such demand,
to pursue such other rights or remedies or to collect any payments from the
Borrower, any other Guarantor or any other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any
release of the Borrower, any other Guarantor or any other Person or any such
collateral security, guarantee or right of offset, shall not relieve any
Guarantor of any obligation or liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of the Administrative Agent or any Lender against any Guarantor.
For the purposes hereof "demand" shall include the commencement and continuance
of any legal proceedings.

           2.6 Reinstatement. The guarantee contained in this Section 2 shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Borrower Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or any Lender
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
the Borrower or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any Guarantor or any substantial part of its property, or otherwise,
all as though such payments had not been made.

           2.7 Payments. Each Guarantor hereby guarantees that payments
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the Payment Office specified in the Credit Agreement.

                     SECTION 3. GRANT OF SECURITY INTEREST

           Each Grantor (other than Tesoro Marine Services, Inc.) hereby assigns
and transfers to the Administrative Agent, and hereby grants to the
Administrative Agent, for the ratable benefit of the Lenders and any Qualified
Counterparties, a security interest in, all of the following property now owned
or at any time hereafter acquired by such Grantor or in which such Grantor now
has or at any time in the future may acquire any right, title or interest
(collectively, the "Collateral"), as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of such Grantor's Obligations:

           (a) all Accounts;


<PAGE>
                                                                              10



           (b) all Chattel Paper;

           (c) all Documents;

           (d) all Equipment;

           (e) all General Intangibles;

           (f) all Instruments;

           (g) all Intellectual Property;

           (h) all Inventory;

           (i) all Investment Property;

           (j) all Letter-of-Credit Rights;

           (k) all Goods and other property not otherwise described above;

           (l) all books and records pertaining to the Collateral; and

           (m) to the extent not otherwise included, all Proceeds and products
               of any and all of the foregoing, all Supporting Obligations in
               respect of any of the foregoing and all collateral security and
               guarantees given by any Person with respect to any of the
               foregoing;

provided, that the Collateral shall not include the Excluded Assets.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

           To induce the Administrative Agent and the Lenders to enter into the
Credit Agreement and to induce the Lenders to make their respective extensions
of credit to the Borrower thereunder, each Grantor hereby represents and
warrants to the Administrative Agent and each Lender that:

         4.1 Representations in Credit Agreement. In the case of each Guarantor,
the representations and warranties set forth in Section 4 of the Credit
Agreement as they relate to such Guarantor or to the Loan Documents to which
such Guarantor is a party, each of which is hereby incorporated herein by
reference, are true and correct, and the Administrative Agent and each Lender
shall be entitled to rely on each of them as if they were fully set forth
herein, provided that each reference in each such representation and warranty to
the Borrower's knowledge shall, for the purposes of this Section 4.1, be deemed
to be a reference to such Guarantor's knowledge.

           4.2 Title; No Other Liens. Except for the security interest granted
to the Administrative Agent for the ratable benefit of the Lenders pursuant to
this Agreement and the other Liens permitted to exist on the Collateral by the
Credit Agreement, such Grantor owns each

<PAGE>
                                                                              11


item of the Collateral free and clear of any and all Liens or claims of others.
No financing statement or other public notice with respect to all or any part of
the Collateral is on file or of record in any public office, except such as have
been filed in favor of the Administrative Agent, for the ratable benefit of the
Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement.

           4.3 Perfected First Priority Liens. The security interests granted
pursuant to this Agreement (a) upon completion of the filings and other actions
specified on Schedule 3 (which, in the case of all filings and other documents
referred to on said Schedule, have been delivered to the Administrative Agent in
completed and duly executed form) will constitute valid perfected security
interests in all of the Collateral in favor of the Administrative Agent, for the
ratable benefit of the Lenders, as collateral security for such Grantor's
Obligations, enforceable in accordance with the terms hereof against all
creditors of such Grantor and any Persons purporting to purchase any Collateral
from such Grantor and (b) are prior to all other Liens on the Collateral in
existence on the date hereof except for (i) unrecorded Liens permitted by the
Credit Agreement which have priority over the Liens on the Collateral by
operation of law and (ii) Liens described on Schedule 7.

           4.4 Jurisdiction of Organization; Chief Executive Office. On the date
hereof, such Grantor's jurisdiction of organization, identification number from
the jurisdiction of organization (if any), and the location of such Grantor's
chief executive office are specified on Schedule 4. Such Grantor has furnished
to the Administrative Agent a certified charter, certificate of incorporation or
other organization document and long-form good standing certificate as of a date
which is recent to the date hereof.

           4.5 Inventory and Equipment. On the date hereof, such Grantor's
Inventory (other than Inventory which is in transit or in storage facilities not
owned or leased by any Grantor, whether on consignment or otherwise) and the
Equipment (other than mobile goods) are kept at the locations listed on Schedule
5.

           4.6 Farm Products. None of the Collateral constitutes, or is the
Proceeds of, Farm Products.

           4.7 Investment Property. (a) The shares of Pledged Stock pledged by
such Grantor hereunder constitute all the issued and outstanding shares of all
classes of the Capital Stock of each Issuer owned by such Grantor or, in the
case of Foreign Subsidiary Voting Stock, if less, 66% of the outstanding Foreign
Subsidiary Voting Stock of each relevant Issuer.

           (b) All the shares of the Pledged Stock have been duly and validly
issued and are fully paid and nonassessable.

           (c) Such Grantor is the record and beneficial owner of, and has good
and marketable title to, the Investment Property pledged by it hereunder, free
of any and all Liens or options in favor of, or claims of, any other Person,
except the security interest created by this Agreement.

           4.8 Receivables. (a) No amount payable to such Grantor under or in
connection with any Receivable is evidenced by any Instrument or Chattel Paper
which has not been
<PAGE>
                                                                              12


delivered to the Administrative Agent, except for Receivables in an amount not
in excess of $25,000,000 in the aggregate; provided that (i) the applicable
Grantor shall deliver to the Administrative Agent any Instrument or Chattel
Paper evidencing any Receivable in an amount greater than $5,000,000 and (ii)
after the occurrence and during the continuance of an Event of Default, the
Grantors shall deliver to the Administrative Agent, promptly upon its request,
all Instruments and Chattel Paper evidencing any Receivable.

           (b) Except in the case of receivables in an amount not in excess of
$35,000,000 in the aggregate at any time outstanding and any other Receivables
with respect to which the applicable Grantor has complied with the Federal
Assignment of Claims Act, none of the obligors on any Receivables is a
Governmental Authority.

           (c) The amounts represented by such Grantor to the Administrative
Agent and Lenders from time to time as owing to such Grantor in respect of the
Receivables will at all such times be accurate in all material respects.

           4.9 Intellectual Property. (a) Schedule 6 lists all Intellectual
Property (other than Intellectual Property in respect of which such Grantor is
licensee) owned by such Grantor in its own name on the date hereof.

           (b) On the date hereof, all material Intellectual Property of such
Grantor described on Schedule 6 is valid, subsisting, unexpired and enforceable,
has not been abandoned and, to the best of such Grantor's knowledge, does not
infringe the intellectual property rights of any other Person.

           (c) Except for rights to use marks granted in branded jobber/dealer
agreements, on the date hereof, none of the Intellectual Property is the subject
of any licensing or franchise agreement pursuant to which such Grantor is the
licensor or franchisor.

           (d) No holding, decision or judgment has been rendered by any
Governmental Authority which would limit, cancel or question the validity of, or
such Grantor's rights in, any Intellectual Property in any respect that could
reasonably be expected to have a Material Adverse Effect.

           (e) No action or proceeding is pending, or, to the knowledge of such
Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question
the validity of any material Intellectual Property or such Grantor's ownership
interest therein, or (ii) which, if adversely determined, would have a material
adverse effect on the value of any material Intellectual Property.

           4.10 Vehicles. As of the date hereof, the aggregate book value of all
Vehicles owned by all Grantors is less than $5,000,000.

                              SECTION 5. COVENANTS

           Each Grantor covenants and agrees with the Administrative Agent and
the Lenders that, from and after the date of this Agreement until the
Obligations shall have been paid
<PAGE>
                                                                              13


in full, no Letter of Credit shall be outstanding and the Commitments shall have
terminated or the guarantee of such Grantor shall have been released pursuant to
Section 8.15:

           5.1 Covenants in Credit Agreement. In the case of each Guarantor,
such Guarantor shall take, or shall refrain from taking, as the case may be,
each action that is necessary to be taken or not taken, as the case may be, so
that no Default or Event of Default is caused by the failure to take such action
or to refrain from taking such action by such Guarantor or any of its
Subsidiaries.

           5.2 Delivery of Instruments and Chattel Paper. If any material amount
payable under or in connection with any of the Collateral shall be or become
evidenced by any Instrument, Certificated Security or Chattel Paper, such
Instrument, Certificated Security or Chattel Paper shall be immediately
delivered to the Administrative Agent, duly indorsed in a manner satisfactory to
the Administrative Agent, to be held as Collateral pursuant to this Agreement.

           5.3 Maintenance of Insurance. (a) Such Grantor will maintain, with
financially sound and reputable companies, insurance policies (i) insuring the
Inventory and Equipment against loss by fire, explosion, theft and such other
casualties as may be determined to be prudent by such Grantor in its reasonable
business judgment, so long as such determination reflects the customary practice
among companies engaged in the same or a similar business and is consistent with
the past business practices of such Grantor and (ii) insuring such Grantor and,
to the extent requested by the Administrative Agent and the Lenders, against
liability for personal injury and property damage relating to such Inventory and
Equipment, such policies to be in such form and amounts and having such coverage
as may be determined to be prudent by such Grantor in its reasonable business
judgment, so long as such determination reflects the customary practice among
companies engaged in the same or a similar business and is consistent with the
past business practices of such Grantor.

           (b) All such insurance shall (i) provide that no cancellation,
material reduction in amount or material change in coverage thereof shall be
effective until at least [30] days after receipt by the Administrative Agent of
written notice thereof, (ii) name the Administrative Agent as insured party or
loss payee, (iii) if reasonably requested by the Administrative Agent, include a
breach of warranty clause and (iv) be reasonably satisfactory in all other
respects to the Administrative Agent.

           (c) The Borrower shall deliver to the Administrative Agent and the
Lenders a report of a reputable insurance broker with respect to such insurance
substantially concurrently with the delivery by the Borrower to the
Administrative Agent of its audited financial statements for each fiscal year
and such supplemental reports with respect thereto as the Administrative Agent
may from time to time reasonably request.

           5.4 Payment of Obligations. Such Grantor will pay and discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all taxes, assessments and governmental charges or levies imposed
upon the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including, without limitation, claims for labor, materials
and supplies) against or with respect to the Collateral, except that no

<PAGE>
                                                                              14


such charge need be paid if the amount or validity thereof is currently being
contested in good faith by appropriate proceedings, reserves in conformity with
GAAP with respect thereto have been provided on the books of such Grantor and
such Grantor reasonably believes that such proceedings will not result in the
sale, forfeiture or loss of any material portion of the Collateral or any
interest therein.

           5.5 Maintenance of Perfected Security Interest; Further
Documentation. (a) Such Grantor shall maintain the security interest created by
this Agreement as a perfected security interest having at least the priority
described in Section 4.3 and shall defend such security interest against the
claims and demands of all Persons whomsoever.

           (b) Such Grantor will furnish to the Administrative Agent and the
Lenders from time to time statements and schedules further identifying and
describing the assets and property of such Grantor and such other reports in
connection with the Collateral as the Administrative Agent may reasonably
request, all in reasonable detail.

           (c) At any time and from time to time, upon the written request of
the Administrative Agent, and at the sole expense of such Grantor, such Grantor
will promptly and duly execute and deliver, and have recorded, such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, (i) the filing of any financing or continuation
statements under the Uniform Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby and
(ii) in the case of Investment Property, Letter-of-Credit Rights and any other
relevant Collateral, taking any actions necessary to enable the Administrative
Agent to obtain "control" (within the meaning of the applicable Uniform
Commercial Code) with respect thereto.

           5.6 Changes in Locations, Name, etc. Such Grantor will not, except
upon 15 days' prior written notice to the Administrative Agent and delivery to
the Administrative Agent of (a) all additional executed financing statements and
other documents reasonably requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein
and (b) if applicable, a written supplement to Schedule 5 showing any additional
location at which Inventory or Equipment shall be kept:

           (i) change its jurisdiction of organization or the location of its
     chief executive office from that referred to in Section 4.3; or

           (ii) change its name.

           5.7 Notices. Such Grantor will advise the Administrative Agent and
the Lenders promptly, in reasonable detail, of:

           (a) any Lien (other than security interests created hereby or Liens
permitted under the Credit Agreement) on any of the Collateral which would
adversely affect the ability of the Administrative Agent to exercise any of its
remedies hereunder; and

<PAGE>
                                                                              15



           (b) the occurrence of any other event which could reasonably be
expected to have a material adverse effect on the aggregate value of the
Collateral or on the security interests created hereby.

           5.8 Investment Property. (a) If such Grantor shall become entitled to
receive or shall receive any certificate (including, without limitation, any
certificate representing a dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any certificate issued in
connection with any reorganization), option or rights in respect of the Capital
Stock of any Issuer, whether in addition to, in substitution of, as a conversion
of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect
thereof, such Grantor shall accept the same as the agent of the Administrative
Agent and the Lenders, hold the same in trust for the Administrative Agent and
the Lenders and deliver the same forthwith to the Administrative Agent in the
exact form received, duly indorsed by such Grantor to the Administrative Agent,
if required, together with an undated stock power covering such certificate duly
executed in blank by such Grantor and with, if the Administrative Agent so
requests, signature guaranteed, to be held by the Administrative Agent, subject
to the terms hereof, as additional collateral security for the Obligations. Any
sums paid upon or in respect of the Investment Property upon the liquidation or
dissolution of any Issuer shall be paid over to the Administrative Agent to be
held by it hereunder as additional collateral security for the Obligations, and
in case any distribution of capital shall be made on or in respect of the
Investment Property, or any property shall be distributed upon or with respect
to the Investment Property pursuant to the recapitalization or reclassification
of the capital of any Issuer or pursuant to the reorganization thereof, the
property so distributed shall, unless otherwise subject to a perfected security
interest in favor of the Administrative Agent, be delivered to the
Administrative Agent to be held by it hereunder as additional collateral
security for the Obligations. If any sums of money or property so paid or
distributed in respect of the Investment Property shall be received by such
Grantor, such Grantor shall, until such money or property is paid or delivered
to the Administrative Agent, hold such money or property in trust for the
Lenders, segregated from other funds of such Grantor, as additional collateral
security for the Obligations. Notwithstanding the foregoing, the Grantors shall
not be required to pay over to the Administrative Agent or deliver to the
Administrative Agent as Collateral any proceeds of any liquidation or
dissolution of any Issuer, or any distribution of capital or property in respect
of any Investment Property, to the extent that (i) such liquidation, dissolution
or distribution, if treated as a Disposition of the relevant Issuer, would be
permitted by the Credit Agreement and (ii) the proceeds thereof are applied
toward prepayment of Loans and reduction of Commitments to the extent required
by the Credit Agreement.

           (b) Without the prior written consent of the Administrative Agent,
such Grantor will not (i) vote to enable, or take any other action to permit,
any Issuer to issue any stock or other equity securities of any nature or to
issue any other securities convertible into or granting the right to purchase or
exchange for any stock or other equity securities of any nature of any Issuer,
unless such securities are delivered to the Administrative Agent, concurrently
with the issuance thereof, to be held by the Administrative Agent as Collateral,
(ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Investment Property or Proceeds thereof (except
pursuant to a transaction expressly permitted by the Credit Agreement), (iii)
create, incur or permit to exist any Lien or option in favor of, or any claim of
any Person with respect to, any of the Investment Property or Proceeds thereof,
or any interest

<PAGE>
                                                                              16


therein, except for the security interests created by this Agreement or (iv)
enter into any agreement or undertaking restricting the right or ability of such
Grantor or the Administrative Agent to sell, assign or transfer any of the
Pledged Securities or Proceeds thereof.

           (c) In the case of each Grantor which is an Issuer, such Issuer
agrees that (i) it will be bound by the terms of this Agreement relating to the
Pledged Securities issued by it and will comply with such terms insofar as such
terms are applicable to it, (ii) it will notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in Section
5.8(a) with respect to the Pledged Securities issued by it and (iii) the terms
of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to
all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with
respect to the Pledged Securities issued by it.

           (d) Each Issuer that is a partnership or a limited liability company
(i) confirms that none of the terms of any equity interest issued by it provides
that such equity interest is a "security" within the meaning of Sections 8-102
and 8-103 of the New York UCC (a "Security"), (ii) agrees that it will take no
action to cause or permit any such equity interest to become a Security, (iii)
agrees that it will not issue any certificate representing any such equity
interest and (iv) agrees that if, notwithstanding the foregoing, any such equity
interest shall be or become a Security, such Issuer will (and the Grantor that
holds such equity interest hereby instructs such Issuer to) comply with
instructions originated by the Administrative Agent without further consent by
such Grantor.

           5.9 Receivables. (a) Other than in the ordinary course of business
consistent with its past practice, practice or customary among companies engaged
in the same or a similar business or as determined by such Grantor to be
necessary or desirable in the good faith exercise of its reasonable business
judgment, such Grantor will not (i) grant any extension of the time of payment
of any Receivable, (ii) compromise or settle any Receivable for less than the
full amount thereof, (iii) release, wholly or partially, any Person liable for
the payment of any Receivable, (iv) allow any credit or discount on any
Receivable or (v) amend, supplement or modify any Receivable in any manner that
could adversely affect the value thereof.

           (b) Such Grantor will deliver to the Administrative Agent a copy of
each material demand, notice or document received by it that questions or calls
into doubt the validity or enforceability of more than 5% of the aggregate
amount of the then outstanding Receivables.

           5.10 Intellectual Property. (a) Such Grantor (either itself or
through licensees) will (i) continue to use each material Trademark on each and
every trademark class of goods applicable to its current line as reflected in
its then current catalogs, brochures and price lists in order to maintain such
Trademark in full force free from any claim of abandonment for non-use, (ii)
maintain as in the past the quality of products and services offered under such
Trademark, (iii) use such Trademark with the appropriate notice of registration
and all other notices and legends required by applicable Requirements of Law,
(iv) not adopt or use any mark which is confusingly similar or a colorable
imitation of such Trademark unless the Administrative Agent, for the ratable
benefit of the Lenders, shall obtain a perfected security interest in such mark
pursuant to this Agreement, and (v) not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby such
Trademark may become invalidated or impaired in any way.


<PAGE>
                                                                              17


           (b) Such Grantor (either itself or through licensees) will not do any
act, or omit to do any act, whereby any material Patent may become forfeited,
abandoned or dedicated to the public.

           (c) Such Grantor (either itself or through licensees) (i) will employ
each material Copyright and (ii) will not (and will not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby any
material portion of the Copyrights may become invalidated or otherwise impaired.
Such Grantor will not (either itself or through licensees) do any act whereby
any material portion of the Copyrights may fall into the public domain.

           (d) Such Grantor (either itself or through licensees) will not do any
act that knowingly uses any material Intellectual Property to infringe the
intellectual property rights of any other Person.

           (e) Such Grantor will notify the Administrative Agent and the Lenders
promptly if it knows, or has reason to know, that any application or
registration relating to any material Intellectual Property may become
forfeited, abandoned or dedicated to the public, or of any adverse determination
or development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office, the United States Copyright Office or any court or tribunal in
any country) regarding such Grantor's ownership of, or the validity of, any
material Intellectual Property or such Grantor's right to register the same or
to own and maintain the same.

           (f) Whenever such Grantor, either by itself or through any agent,
employee, licensee or designee, shall file an application for the registration
of any Intellectual Property with the United States Patent and Trademark Office,
the United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, such Grantor shall report such
filing to the Administrative Agent within five Business Days after the last day
of the fiscal quarter in which such filing occurs. Upon request of the
Administrative Agent, such Grantor shall execute and deliver, and have recorded,
any and all agreements, instruments, documents, and papers as the Administrative
Agent may request to evidence the Administrative Agent's and the Lenders'
security interest in any Copyright, Patent or Trademark and the goodwill and
general intangibles of such Grantor relating thereto or represented thereby.

           (g) Such Grantor will take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States Patent
and Trademark Office, the United States Copyright Office or any similar office
or agency in any other country or any political subdivision thereof, to maintain
and pursue each application relating to any material Intellectual Property (and
to obtain the relevant registration) and to maintain each registration of the
material Intellectual Property, including, without limitation, filing of
applications for renewal, affidavits of use and affidavits of incontestability.

           (h) In the event that any material Intellectual Property is
infringed, misappropriated or diluted by a third party, such Grantor shall (i)
take such actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Intellectual Property and (ii) if such
Intellectual Property is of material economic value, promptly notify the


<PAGE>
                                                                              18


Administrative Agent after it learns thereof and sue for infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution.

                         SECTION 6. REMEDIAL PROVISIONS

           6.1 Certain Matters Relating to Receivables. (a) The Administrative
Agent shall have the right, at any time after the occurrence and during the
continuance of an Event of Default (unless an Event of Default shall have
occurred and be continuing, no more frequently than once per year), to make test
verifications of the Receivables in any manner and through any medium that it
reasonably considers advisable, and each Grantor shall furnish all such
assistance and information as the Administrative Agent may reasonably require in
connection with such test verifications. At any time and from time to time after
the occurrence and during the continuance of an Event of Default, upon the
Administrative Agent's request and at the expense of the relevant Grantor, such
Grantor shall cause independent public accountants or others satisfactory to the
Administrative Agent to furnish to the Administrative Agent reports showing
reconciliations, aging and test verifications of, and trial balances for, the
Receivables.

           (b) The Administrative Agent hereby authorizes each Grantor to
collect such Grantor's Receivables, subject to the Administrative Agent's
direction and control after the occurrence and during the continuance of an
Event of Default, and the Administrative Agent may curtail or terminate said
authority at any time after the occurrence and during the continuance of an
Event of Default. If required by the Administrative Agent at any time after the
occurrence and during the continuance of an Event of Default, any payments of
Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any
event, within two Business Days) deposited by such Grantor in the exact form
received, duly indorsed by such Grantor to the Administrative Agent if required,
in a Collateral Account maintained under the sole dominion and control of the
Administrative Agent, subject to withdrawal by the Administrative Agent for the
account of the Lenders only as provided in Section 6.5, and (ii) until so turned
over, shall be held by such Grantor in trust for the Administrative Agent and
the Lenders, segregated from other funds of such Grantor. Each such deposit of
Proceeds of Receivables shall be accompanied by a report identifying in
reasonable detail the nature and source of the payments included in the deposit.

           (c) If an Event of Default shall have occurred and be continuing,
then, at the Administrative Agent's request, each Grantor shall deliver to the
Administrative Agent all original and other documents evidencing, and relating
to, the agreements and transactions which gave rise to the Receivables,
including, without limitation, all original orders, invoices and shipping
receipts.

           (d) At any time after the occurrence and during the continuance of an
Event of Default, each Grantor will cooperate with the Administrative Agent to
establish a system of lockbox accounts, under the sole dominion and control of
the Administrative Agent, into which all Receivables shall be paid and from
which all collected funds will be transferred to a Collateral Account.


<PAGE>
                                                                              19


           6.2 Communications with Obligors; Grantors Remain Liable. (a) The
Administrative Agent in its own name or in the name of others may at any time
after the occurrence and during the continuance of an Event of Default
communicate with obligors under the Receivables to verify with them to the
Administrative Agent's satisfaction the existence, amount and terms of any
Receivables.

           (b) Upon the request of the Administrative Agent at any time after
the occurrence and during the continuance of an Event of Default, each Grantor
shall notify obligors on the Receivables that the Receivables have been assigned
to the Administrative Agent for the ratable benefit of the Lenders and that
payments in respect thereof shall be made directly to the Administrative Agent.

           (c) Anything herein to the contrary notwithstanding, each Grantor
shall remain liable under each of the Receivables (or any agreement giving rise
thereto) to observe and perform all the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise thereto. Neither the Administrative Agent nor any Lender
shall have any obligation or liability under any Receivable (or any agreement
giving rise thereto) by reason of or arising out of this Agreement or the
receipt by the Administrative Agent or any Lender of any payment relating
thereto, nor shall the Administrative Agent or any Lender be obligated in any
manner to perform any of the obligations of any Grantor under or pursuant to any
Receivable (or any agreement giving rise thereto), to make any payment, to make
any inquiry as to the nature or the sufficiency of any payment received by it or
as to the sufficiency of any performance by any party thereunder, to present or
file any claim, to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.

           6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred
and be continuing and the Administrative Agent shall have given notice to the
relevant Grantor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted
to receive all cash dividends paid in respect of the Pledged Stock and all
payments made in respect of the Pledged Notes, in each case paid in the normal
course of business of the relevant Issuer and consistent with past practice, to
the extent not prohibited in the Credit Agreement, and to exercise all voting
and corporate rights with respect to the Pledged Securities; provided, however,
that no vote shall be cast or corporate right exercised or other action taken
which, in the Administrative Agent's reasonable judgment, would materially
impair the Collateral or which would be inconsistent with or result in any
violation of any provision of the Credit Agreement, this Agreement or any other
Loan Document.

           (b) If an Event of Default shall occur and be continuing and the
Administrative Agent shall give notice of its intent to exercise such rights to
the relevant Grantor or Grantors (which notice shall be given in writing at
least five days prior to the taking of such action unless the Administrative
Agent reasonably determines that a notice period of such duration will
materially adversely affect the rights or remedies of the Administrative Agent
in respect of the Pledged Stock or the practical realization of the value of
such Collateral), (i) the Administrative Agent shall have the right to receive
any and all cash dividends, payments or other Proceeds paid in respect of the
Pledged Securities and make application thereof to the
<PAGE>
                                                                              20


Obligations in the order set forth in Section 6.5, and (ii) any or all of the
Pledged Securities shall be registered in the name of the Administrative Agent
or its nominee, and the Administrative Agent or its nominee may thereafter
exercise (x) all voting, corporate and other rights pertaining to such Pledged
Securities at any meeting of shareholders of the relevant Issuer or Issuers or
otherwise and (y) any and all rights of conversion, exchange and subscription
and any other rights, privileges or options pertaining to such Pledged
Securities as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Securities upon the merger, consolidation, reorganization, recapitalization or
other fundamental change in the corporate structure of any Issuer, or upon the
exercise by any Grantor or the Administrative Agent of any right, privilege or
option pertaining to such Pledged Securities, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Securities with any
committee, depositary, transfer agent, registrar or other designated agency upon
such terms and conditions as the Administrative Agent may determine), all
without liability except to account for property actually received by it, but
the Administrative Agent shall have no duty to any Grantor to exercise any such
right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing.

           (c) Each Grantor hereby authorizes and instructs each Issuer of any
Pledged Securities pledged by such Grantor hereunder to (i) comply with any
instruction received by it from the Administrative Agent in writing that (x)
states that an Event of Default has occurred and is continuing and (y) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from such Grantor, and each Grantor agrees that each Issuer
shall be fully protected in so complying, and (ii) unless otherwise expressly
permitted hereby, pay any dividends or other payments with respect to the
Pledged Securities directly to the Administrative Agent.

           6.4 Proceeds to be Turned Over To Administrative Agent. In addition
to the rights of the Administrative Agent and the Lenders specified in Section
6.1 with respect to payments of Receivables, if an Event of Default shall occur
and be continuing, all Proceeds received by any Grantor consisting of cash,
checks and Instruments shall be held by such Grantor in trust for the
Administrative Agent and the Lenders, segregated from other funds of such
Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to
the Administrative Agent in the exact form received by such Grantor (duly
indorsed by such Grantor to the Administrative Agent, if required). All Proceeds
received by the Administrative Agent hereunder shall be held by the
Administrative Agent in a Collateral Account maintained under its sole dominion
and control. All Proceeds while held by the Administrative Agent in a Collateral
Account (or by such Grantor in trust for the Administrative Agent and the
Lenders) shall continue to be held as collateral security for all the
Obligations and shall not constitute payment thereof until applied as provided
in Section 6.5.


<PAGE>
                                                                              21


           6.5 Application of Proceeds. At such intervals as may be agreed upon
by the Borrower and the Administrative Agent, or, if an Event of Default shall
have occurred and be continuing, at any time at the Administrative Agent's
election, the Administrative Agent may apply all or any part of Proceeds
constituting Collateral, whether or not held in any Collateral Account, and any
proceeds of the guarantee set forth in Section 2, in payment of the Obligations
in the following order:

           First, to pay incurred and unpaid fees and expenses of the
     Administrative Agent under the Loan Documents;

           Second, to the Administrative Agent, for application by it towards
     payment of amounts then due and owing and remaining unpaid in respect of
     the Obligations (or, in the case of any L/C Obligations not then due and
     payable, to cash collateralize such L/C Obligations, to the extent such L/C
     Obligations are not already cash collateralized), pro rata among the
     Lenders according to the amounts of the Obligations then due and owing and
     remaining unpaid to the Lenders (or, in the case of L/C Obligations,
     according to the amount thereof then outstanding, whether or not due and
     owing);

           Third, to the Administrative Agent, for application by it towards
     prepayment of the Obligations, pro rata among the Lenders according to the
     amounts of the Obligations then held by the Lenders; and

           Fourth, any balance of such Proceeds remaining after the Obligations
     shall have been paid in full, no Letters of Credit shall be outstanding
     (other than Letters of Credit that have been collateralized to the
     satisfaction of the Issuing Lender) and the Commitments shall have
     terminated shall be paid over to the Borrower or to whomsoever may be
     lawfully entitled to receive the same.

           6.6 Code and Other Remedies. If an Event of Default shall occur and
be continuing, the Administrative Agent, on behalf of the Lenders, may exercise,
in addition to all other rights and remedies granted to them in this Agreement
and in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the New York UCC
or any other applicable law. Without limiting the generality of the foregoing,
the Administrative Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required in the Credit Agreement or by law referred to below) to or upon any
Grantor or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker's board or office of
the Administrative Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Administrative Agent or any Lender shall have the right upon any such public
sale or sales, and, to the extent permitted by law, upon any such private sale
or sales, to purchase the whole or any part of the Collateral so sold, free of
any right or equity of redemption in any Grantor, which right or equity is
hereby

<PAGE>
                                                                              22


waived and released. Each Grantor further agrees, at the Administrative Agent's
request, to assemble the Collateral and make it available to the Administrative
Agent at places which the Administrative Agent shall reasonably select, whether
at such Grantor's premises or elsewhere. The Administrative Agent shall apply
the net proceeds of any action taken by it pursuant to this Section 6.6, after
deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or safekeeping of any of the Collateral or
in any way relating to the Collateral or the rights of the Administrative Agent
and the Lenders hereunder, including, without limitation, reasonable attorneys'
fees and disbursements, to the payment in whole or in part of the Obligations,
in such order as the Administrative Agent may elect, and only after such
application and after the payment by the Administrative Agent of any other
amount required by any provision of law, including, without limitation, Section
9-615(a)(3) of the New York UCC, need the Administrative Agent account for the
surplus, if any, to any Grantor. To the extent permitted by applicable law, each
Grantor waives all claims, damages and demands it may acquire against the
Administrative Agent or any Lender arising out of the exercise by them of any
rights hereunder. If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable and
proper if given at least 10 days before such sale or other disposition.

           6.7 Registration Rights. (a) If the Administrative Agent shall
determine to exercise its right to sell any or all of the Pledged Stock pursuant
to Section 6.6, and if in the opinion of the Administrative Agent it is
necessary or advisable to have the Pledged Stock, or that portion thereof to be
sold, registered under the provisions of the Securities Act, the relevant
Grantor will cause the Issuer thereof to (i) execute and deliver, and use all
reasonable efforts to cause the directors and officers of such Issuer to execute
and deliver, all such instruments and documents, and do or cause to be done all
such other acts as may be, in the opinion of the Administrative Agent, necessary
or advisable to register the Pledged Stock, or that portion thereof to be sold,
under the provisions of the Securities Act, (ii) use all reasonable efforts to
cause the registration statement relating thereto to become effective and to
remain effective for a period of one year from the date of the first public
offering of the Pledged Stock, or that portion thereof to be sold, and (iii)
make all amendments thereto and/or to the related prospectus which, in the
opinion of the Administrative Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto. Each
Grantor agrees to cause such Issuer to comply with the provisions of the
securities or "Blue Sky" laws of any and all jurisdictions which the
Administrative Agent shall designate and to make available to its security
holders, as soon as practicable, an earnings statement (which need not be
audited) which will satisfy the provisions of Section 11(a) of the Securities
Act.

           (b) Each Grantor recognizes that the Administrative Agent may be
unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The

<PAGE>
                                                                              23


Administrative Agent shall be under no obligation to delay a sale of any of the
Pledged Stock for the period of time necessary to permit the Issuer thereof to
register such securities for public sale under the Securities Act, or under
applicable state securities laws, even if such Issuer would agree to do so.

           (c) Each Grantor agrees to use all reasonable efforts to do or cause
to be done all such other acts as may be necessary to make such sale or sales of
all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and
binding and in compliance with any and all other applicable Requirements of Law.
Each Grantor further agrees that a breach of any of the covenants contained in
this Section 6.7 will cause irreparable injury to the Administrative Agent and
the Lenders, that the Administrative Agent and the Lenders have no adequate
remedy at law in respect of such breach and, as a consequence, that each and
every covenant contained in this Section 6.7 shall be specifically enforceable
against such Grantor, and such Grantor hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants except
for a defense that no Event of Default has occurred under the Credit Agreement.

           6.8 Deficiency. Each Grantor shall remain liable for any deficiency
if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay its Obligations and the fees and disbursements of any
attorneys employed by the Administrative Agent or any Lender to collect such
deficiency.

                       SECTION 7. THE ADMINISTRATIVE AGENT

           7.1 Administrative Agent's Appointment as Attorney-in-Fact, etc. (a)
Each Grantor hereby irrevocably constitutes and appoints the Administrative
Agent and any officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Grantor and in the name of such Grantor or in its
own name, for the purpose of carrying out the terms of this Agreement, to take
any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Agreement, and, without limiting the generality of the foregoing, each
Grantor hereby gives the Administrative Agent the power and right, on behalf of
such Grantor, without notice to or assent by such Grantor, to do any or all of
the following:

           (i) in the name of such Grantor or its own name, or otherwise, take
     possession of and indorse and collect any checks, drafts, notes,
     acceptances or other instruments for the payment of moneys due under any
     Receivable or Contract or with respect to any other Collateral and file any
     claim or take any other action or proceeding in any court of law or equity
     or otherwise deemed appropriate by the Administrative Agent for the purpose
     of collecting any and all such moneys due under any Receivable or Contract
     or with respect to any other Collateral whenever payable;

           (ii) in the case of any Intellectual Property, execute and deliver,
     and have recorded, any and all agreements, instruments, documents and
     papers as the Administrative Agent may request to evidence the
     Administrative Agent's and the

<PAGE>
                                                                              24


     Lenders' security interest in such Intellectual Property and the goodwill
     and general intangibles of such Grantor relating thereto or represented
     thereby;

           (iii) pay or discharge taxes and Liens levied or placed on or
     threatened in a written notice against any material portion of the
     Collateral, effect any repairs or any insurance called for by the terms of
     this Agreement and pay all or any part of the premiums therefor and the
     costs thereof;

           (iv) execute, in connection with any sale provided for in Section 6.6
     or 6.7, any indorsements, assignments or other instruments of conveyance or
     transfer with respect to the Collateral; and

           (v) (1) direct any party liable for any payment under any of the
     Collateral to make payment of any and all moneys due or to become due
     thereunder directly to the Administrative Agent or as the Administrative
     Agent shall direct; (2) ask or demand for, collect, and receive payment of
     and receipt for, any and all moneys, claims and other amounts due or to
     become due at any time in respect of or arising out of any Collateral; (3)
     sign and indorse any invoices, freight or express bills, bills of lading,
     storage or warehouse receipts, drafts against debtors, assignments,
     verifications, notices and other documents in connection with any of the
     Collateral; (4) commence and prosecute any suits, actions or proceedings at
     law or in equity in any court of competent jurisdiction to collect the
     Collateral or any portion thereof and to enforce any other right in respect
     of any Collateral; (5) defend any suit, action or proceeding brought
     against such Grantor with respect to any Collateral; (6) settle, compromise
     or adjust any such suit, action or proceeding and, in connection therewith,
     give such discharges or releases as the Administrative Agent may deem
     appropriate; (7) assign any Copyright, Patent or Trademark (along with the
     goodwill of the business to which any such Copyright, Patent or Trademark
     pertains), throughout the world for such term or terms, on such conditions,
     and in such manner, as the Administrative Agent shall in its sole
     discretion determine; and (8) generally, sell, transfer, pledge and make
     any agreement with respect to or otherwise deal with any of the Collateral
     as fully and completely as though the Administrative Agent were the
     absolute owner thereof for all purposes, and do, at the Administrative
     Agent's option and such Grantor's expense, at any time, or from time to
     time, all acts and things which the Administrative Agent deems necessary to
     protect, preserve or realize upon the Collateral and the Administrative
     Agent's and the Lenders' security interests therein and to effect the
     intent of this Agreement, all as fully and effectively as such Grantor
     might do.

           Anything in this Section 7.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this Section 7.1(a) unless an Event of Default shall
have occurred and be continuing.

           (b) If any Grantor fails to perform or comply with any of its
agreements contained herein, the Administrative Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement; provided that the Administrative
Agent shall have provided such Grantor 30 days' notice and an

<PAGE>
                                                                              25


opportunity to cure such failure to perform or comply, unless so providing
notice and an opportunity to cure could reasonably be expected to have a
material adverse effect on the interests of the Lenders under the Loan
Documents.

           (c) The expenses of the Administrative Agent incurred in connection
with actions undertaken as provided in this Section 7.1, together with interest
thereon at a rate per annum equal to the rate per annum at which interest would
then be payable on past due Base Rate Loans under the Credit Agreement, from the
date of payment by the Administrative Agent to the date reimbursed by the
relevant Grantor, shall be payable by such Grantor to the Administrative Agent
on demand.

           (d) Each Grantor hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are
irrevocable until this Agreement is terminated and the security interests
created hereby are released.

           7.2 Duty of Administrative Agent. The Administrative Agent's sole
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the New York UCC or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar property for its own account. Neither the
Administrative Agent, any Lender nor any of their respective officers,
directors, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Administrative Agent and the Lenders hereunder are solely to
protect the Administrative Agent's and the Lenders' interests in the Collateral
and shall not impose any duty upon the Administrative Agent or any Lender to
exercise any such powers. The Administrative Agent and the Lenders shall be
accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.

           7.3 Execution of Financing Statements. Pursuant to any applicable
law, each Grantor (other than Tesoro Marine Services, Inc.) authorizes the
Administrative Agent to file or record financing statements and other filing or
recording documents or instruments with respect to the Collateral without the
signature of such Grantor in such form and in such offices as the Administrative
Agent determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement. Each Grantor (other than Tesoro
Marine Services, Inc.) authorizes the Administrative Agent to use the collateral
description "all personal property" in any such financing statements. Each
Grantor hereby ratifies and authorizes the filing by the Administrative Agent of
any financing statement with respect to the Collateral made prior to the date
hereof.

           7.4 Authority of Administrative Agent. Each Grantor acknowledges that
the rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative

<PAGE>
                                                                              26


Agent of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Agreement shall, as
between the Administrative Agent and the Lenders, be governed by the Credit
Agreement and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Administrative Agent and the
Grantors, the Administrative Agent shall be conclusively presumed to be acting
as agent for the Lenders with full and valid authority so to act or refrain from
acting, and no Grantor shall be under any obligation, or entitlement, to make
any inquiry respecting such authority.

                            SECTION 8. MISCELLANEOUS

           8.1 Amendments in Writing. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except in
accordance with Section 10.1 of the Credit Agreement.

           8.2 Notices. All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section 10.2 of the Credit Agreement; provided that any such
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1.

           8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the
Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.

           8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees
to pay, or reimburse each Lender and the Administrative Agent for, all its costs
and expenses incurred in collecting against such Guarantor under the guarantee
contained in Section 2 or otherwise enforcing or preserving any rights under
this Agreement and the other Loan Documents to which such Guarantor is a party,
including, without limitation, the fees and disbursements of counsel (including
the allocated fees and expenses of in-house counsel) to each Lender and of
counsel to the Administrative Agent.

           (b) Each Guarantor agrees to pay, and to save the Administrative
Agent and the Lenders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
taxes which may be payable or determined to be payable with respect to any of
the Collateral or in connection with any of the transactions contemplated by
this Agreement.


<PAGE>
                                                                              27


           (c) Each Guarantor agrees to pay, and to save the Administrative
Agent and the Lenders harmless from, any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement to the
extent the Borrower would be required to do so pursuant to Section 10.5 of the
Credit Agreement.

           (d) The agreements in this Section shall survive repayment of the
Obligations and all other amounts payable under the Credit Agreement and the
other Loan Documents.

           8.5 Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns; provided
that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent.

           8.6 Set-Off. Each Grantor hereby irrevocably authorizes the
Administrative Agent and each Lender at any time and from time to time while an
Event of Default pursuant to Section 10.7(a) of the Credit Agreement shall have
occurred and be continuing, without notice to such Grantor or any other Grantor,
any such notice being expressly waived by each Grantor, to set-off and
appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the
Administrative Agent or such Lender to or for the credit or the account of such
Grantor, or any part thereof in such amounts as the Administrative Agent or such
Lender may elect, against and on account of the obligations and liabilities of
such Grantor to the Administrative Agent or such Lender hereunder and claims of
every nature and description of the Administrative Agent or such Lender against
such Grantor, in any currency, whether arising hereunder, under the Credit
Agreement, any other Loan Document or otherwise, as the Administrative Agent or
such Lender may elect, whether or not the Administrative Agent or any Lender has
made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. The Administrative Agent and each Lender
shall notify such Grantor promptly of any such set-off and the application made
by the Administrative Agent or such Lender of the proceeds thereof, provided
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of the Administrative Agent and each Lender
under this Section are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Administrative Agent or
such Lender may have.

           8.7 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

           8.8 Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


<PAGE>
                                                                              28


           8.9 Section Headings. The Section headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.

           8.10 Integration. This Agreement and the other Loan Documents
represent the agreement of the Grantors, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to subject matter hereof and thereof not expressly
set forth or referred to herein or in the other Loan Documents.

           8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

           8.12 Submission To Jurisdiction; Waivers. Each Grantor hereby
irrevocably and unconditionally:

           (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;

           (b) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

           (c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such Grantor at its
address referred to in Section 8.2 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

           (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction; and

           (e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.

           8.13 Acknowledgements. Each Grantor hereby acknowledges that:

           (a) it has been advised by counsel in the negotiation, execution and
delivery of this Agreement and the other Loan Documents to which it is a party;

           (b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to any Grantor arising out of or in connection with
this Agreement or any of the other Loan Documents, and the relationship between
the Grantors, on the one hand,

<PAGE>
                                                                              29


and the Administrative Agent and Lenders, on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and

           (c) no joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Grantors and the Lenders.

           8.14 Additional Grantors. Each Subsidiary of the Borrower that is
required to become a party to this Agreement pursuant to Section 6.10 of the
Credit Agreement shall become a Grantor for all purposes of this Agreement upon
execution and delivery by such Subsidiary of an Assumption Agreement in the form
of Annex 1 hereto.

           8.15 Releases. (a) At such time as the Loans, the Reimbursement
Obligations and the other monetary Obligations (other than Borrower Hedge
Agreement Obligations) shall have been paid in full, the Commitments have been
terminated and no Letters of Credit shall be outstanding, the Collateral shall
be released from the Liens created hereby, and this Agreement and all
obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Grantor hereunder shall terminate, all without
delivery of any instrument or performance of any act by any party, and all
rights to the Collateral shall revert to the Grantors. At the request and sole
expense of any Grantor following any such termination, the Administrative Agent
shall deliver to such Grantor any Collateral held by the Administrative Agent
hereunder, and execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence such termination.

           (b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by any Grantor or, subject to the immediately following sentence, if
all the Capital Stock of any Subsidiary Guarantor shall be sold, transferred or
otherwise disposed of, in each case in a transaction permitted by the Credit
Agreement, then the Administrative Agent, at the request and sole expense of
such Grantor (or the Borrower, as the case may be), shall execute and deliver to
such Grantor (or the Borrower, as the case may be) all releases or other
documents reasonably necessary or desirable for the release of the Liens created
hereby on such Collateral or the guarantee of such Subsidiary Guarantor
hereunder, as the case may be. At the request and sole expense of the Borrower,
a Subsidiary Guarantor shall be released from its obligations hereunder in the
event that all the Capital Stock of such Subsidiary Guarantor shall be sold,
transferred or otherwise disposed of in a transaction permitted by the Credit
Agreement; provided that the Borrower shall have delivered to the Administrative
Agent, at least ten Business Days prior to the date of the proposed release, a
written request for release identifying the relevant Subsidiary Guarantor and
the terms of the sale or other disposition in reasonable detail, including the
price thereof and estimated expenses in connection therewith, together with a
certification by the Borrower stating that such transaction is in compliance
with the Credit Agreement and the other Loan Documents.

           8.16 WAIVER OF JURY TRIAL. EACH GRANTOR AND, BY ACCEPTANCE OF THE
BENEFITS HEREOF, EACH AGENT AND EACH LENDER, HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


<PAGE>
                                                                              30


           8.17 Notice of Remedies Under Alaskan Law. Notice is hereby served
that each Grantor is personally obligated and (in the case of the Guarantors,
subject to the terms and provisions of this Agreement) fully liable for the
amount due under any Loan made or Note issued under the Credit Agreement. The
Administrative Agent, for the benefit of the Lenders, has the right to sue on
any such Loan or Note and obtain a personal judgment against any such Grantor
for satisfaction of the amount due under any such Note either before or after a
judicial foreclosure on any Collateral.

<PAGE>

           IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee
and Collateral Agreement to be duly executed and delivered as of the date first
above written.

                                       TESORO PETROLEUM CORPORATION

                                       By: /s/ GREGORY A. WRIGHT
                                          --------------------------------------
                                          Name:  Gregory A. Wright
                                          Title: Senior Vice President and Chief
                                                 Financial Officer

                                       BANK ONE, NA, as Administrative Agent

                                       By: /s/ HELEN A. CARR
                                          --------------------------------------
                                          Name:  Helen A. Carr
                                          Title: First Vice President

                                       FAR EAST MARITIME COMPANY
                                       GOLD STAR MARITIME COMPANY
                                       TESORO FINANCIAL SERVICES HOLDING
                                       COMPANY
                                       VICTORY FINANCE COMPANY

                                       By: /s/ GREGORY A. WRIGHT
                                          --------------------------------------
                                          Name:  Gregory A. Wright
                                          Title: Attorney-in-fact


<PAGE>


                                     DIGICOMP INC.
                                     KENAI PIPE LINE COMPANY
                                     SMILEY'S SUPER SERVICE, INC.
                                     TESORO ALASKA COMPANY
                                     TESORO ALASKA PIPELINE COMPANY
                                     TESORO AVIATION COMPANY
                                     TESORO GAS RESOURCES COMPANY, INC.
                                     TESORO HAWAII CORPORATION
                                     TESORO HIGH PLAINS PIPELINE COMPANY
                                     TESORO MARINE SERVICES HOLDING COMPANY
                                     TESORO MARINE SERVICES, INC.
                                     TESORO MARITIME COMPANY
                                     TESORO NORTHSTORE COMPANY
                                     TESORO PETROLEUM COMPANIES, INC.
                                     TESORO REFINING, MARKETING & SUPPLY COMPANY
                                     TESORO SOUTH PACIFIC PETROLEUM CORPORATION
                                     TESORO TECHNOLOGY COMPANY
                                     TESORO WEST COAST COMPANY

                                     By: /s/ SHARON L. LAYMAN
                                        ----------------------------------------
                                        Name:  Sharon L. Layman
                                        Title: Vice President and Treasurer

                                     TESORO VOSTOK COMPANY

                                     By: /s/ SHARON L. LAYMAN
                                        ----------------------------------------
                                        Name:  Sharon L. Layman
                                        Title: Vice President