COKE SUPPLY AGREEMENT



THIS CONTRACT made and entered into as of January 1, 2000 between EXXON COMPANY,
U.S.A. (a division of Exxon Mobil Corporation), a New Jersey corporation,
hereinafter called "Seller," and Great Lakes Carbon Corporation, hereinafter
called "Buyer";

                          ARTICLE I - TERM

This contract shall be effective for the period January 1, 2000 through
December 31, 2002, provided, however, this contract shall be subject to
earlier termination in accordance with provisions therefore contained in
Articles V, VIII, XIII, XIV and XVII, respectively.


                      ARTICLE II - DEFINITIONS

1. "Coke" shall mean green delayed sponge coke of the quality hereinafter
   specified produced at Seller's Baton Rouge Refinery.

2. Metric Ton = 2204.62234 pounds.

3. Wet short tons (WST) shall mean 2000 pounds of Coke and contained moisture.

4. Dry short tons (DST) shall mean 2000 pounds of dry Coke, with the dry weight
   of the Coke determined as provided hereinafter.

5. "Terminal" shall mean Seller's Refinery coke terminal that is located west
   of Seller's Baton Rouge refinery and which shall receive, crush, sample and
   load Coke onto barges on the Mississippi River.

6. "Contract Year" shall mean a calendar year beginning January 1 and ending
   December 31.

<PAGE>

                           ARTICLE III - QUANTITIES

A.
Subject to the allocation provisions in Article X hereof and to the provisions
of Article III.B. below, Seller agrees to sell and Buyer agrees to purchase
approximately CONFIDENTIAL TREATMENT in 2000 (to be supplied by approximately
CONFIDENTIAL TREATMENT per month) and CONFIDENTIAL TREATMENT in 2001 and 2001
(to be supplied by approximately CONFIDENTIAL TREATMENT per month) of Seller's
Baton Rouge Coke production having the qualities as set forth in Article IV.

At least three working days prior to the beginning of each month of delivery,
Seller will provide to Buyer a best estimate forecast of Coke quantity and
quality production for each coker at the Baton Rouge Refinery.

B.
The parties acknowledge that periodically Seller's Baton Rouge Refinery
operations may yield Coke having properties different than those set forth in
Article IV.  In such event, notwithstanding any provision herein to the
contrary, Buyer has no obligation to purchase the affected Coke production;
provided, however, Seller may offer and Buyer may elect to purchase such
affected Coke production in accordance with the terms of this agreement,
including, but not limited to Article V Price.  If Seller offers such affected
Coke production and Buyer elects to purchase, such purchase shall not be
included in the allocation shown in Article III. A.

C.
Determination of the quantity of Coke shipped to Buyer by Seller for billing
purposes shall be made in accordance with the procedures as outlined in Article
VII.


                        ARTICLE IV - QUALITY

The parties acknowledge that the quality of Coke produced by Seller at its
Baton Rouge Refinery may vary from time to time depending on Seller's refinery
operations.  Buyer and Seller agree that no provision in this Agreement shall
be construed to require Seller to produce and sell Coke having specified
qualities or to operate its refinery in a manner to produce Coke having any
specified qualities; however, Seller shall endeavor to use, in its sole
discretion, best efforts to make operational decisions to maximize the quality
of the Coke produced at its Baton Rouge Refinery, without making any implied or
expressed warranty as to the qualities of Coke produced. Seller expects to
produce and deliver Coke that does not exceed the following maximum qualities:

<PAGE>

                         MAXIMUM QUALITIES - DRY COKE


     ELEMENT                       VALUE                     COMMENTS

     Ash                     CONFIDENTIAL wt.%          Analyzed by Seller

     Sulfur                  CONFIDENTIAL wt.%          Analyzed by Seller

     Volatiles               CONFIDENTIAL wt.%          Analyzed by Seller

     Calcium                 CONFIDENTIAL ppm           Analyzed by Seller

     Iron                    CONFIDENTIAL ppm           Analyzed by Seller

     Nickel                  CONFIDENTIAL ppm           Analyzed by Seller

     Silicon                 CONFIDENTIAL ppm           Analyzed by Seller

     Sodium                  CONFIDENTIAL ppm           Analyzed by Seller

     Vanadium                CONFIDENTIAL ppm           Analyzed by Seller

     Vanadium + Nickel       CONFIDENTIAL ppm           Analyzed by Seller

     Shot                    CONFIDENTIAL               Visual inspection at
                                                        loading Not Analyzed
                                                        by Seller

     HGI                     CONFIDENTIAL               Typical range Not
                                                        analyzed by Seller


Analysis of Coke quality produced shall be performed in accordance with
Appendix A.

<PAGE>

                             ARTICLE V - PRICE


All Coke shall be purchased F.O.B. barge at Seller's Baton Rouge Terminal.
Buyer shall pay a purchase price for Coke that adjusts based on certain
qualities of Coke actually delivered.  The purchase price shall be determined
as follows:

1. The base purchase price for Coke containing CONFIDENTIAL TREATMENT and
   CONFIDENTIAL TREATMENT shall be the Quarterly Base Purchase Price (QBPP) per
   dry short ton as determined below, calculated for the applicable quarter in
   which the Coke is delivered:

   A. 1Q00 QBPP = CONFIDENTIAL TREATMENT.  Initial quarter of contract period
      will not be true-up adjusted; subsequent QBPPs shall be determined as
      follows:

      QBPP = CONFIDENTIAL TREATMENT

      (a) Note: CONFIDENTIAL TREATMENT

   B. 'True-up' - Pace E-1 used to calculate the above QBPP as set forth in
      Section 1.A. above for any delivery quarter shall be compared to Pace 3
      of the same delivery quarter used to determine the QBPP.  If the
      difference between the applicable Pace E-1 and adjusted Pace Table 3
      average for a delivery quarter varies by more than plus or minus
      CONFIDENTIAL TREATMENT of the Pace E-1 used to calculate the QBPP for
      that delivery quarter, the QBPP for that quarter shall be recalculated,
      substituting the adjusted Pace Table 3 average for Pace E-1 in the QBPP
      formula.  The difference between the original QBPP and the revised QBPP
      for that quarter as set forth in this Section 1.B.  shall be added to or
      subtracted from the QBPP for the next delivery quarter.

      SEE ATTACHMENT B FOR EXAMPLES OF THE ABOVE 'TRUE-UP' CALCULATION

<PAGE>

   C. Definitions for Article V price calculations:

      Pace E =    Representative Green Petroleum Coke Blend Feedstock for U.S.
      Gulf Coast Market Calciners as reported in Table E-2 of the Pace
      Petroleum Coke Quarterly.  EX:  4Q99 will be reported in the 4Q99 report
      which is expected to be published by Pace in first quarter 2000 (1Q00).

      Pace E-1 = The most recently published monthly average estimate of Gulf
      Coast Anode Grade Calcined Coke Export Prices as reported in Table 1 of
      the monthly review of the Pace Petroleum Coke Quarterly.  EX: February
      2000 will be reported in the February 2000 monthly update which is
      expected to be published by Pace in March 2000.

      Pace 3 - Summary of U.S. Calcined Petroleum Coke Exports = Actual
      weighted average of calcined petroleum coke exports for Customs Districts
      New Orleans and Port Arthur as reported in Table 3 of the Monthly Review
      of the Pace Petroleum Coke Quarterly, averaged for the calendar quarter.

             EXAMPLE:

             1Q00 data will reported as follows: January 2000 will be
             reported in the March 2000 Monthly Review, expected to be
             published April 2000, February 2000 will be reported in the
             April 2000 Monthly Review, expected to be published May 2000,
             March 2000 will be reported in the May 2000 Monthly Review,
             expected to be published June 2000.

      Calculation of the Pace 3 average shall be determined as follows:
      (1) all exports for New Orleans and Port Arthur shall be weight averaged
      (2) export values greater than CONFIDENTIAL TREATMENT or less than
      CONFIDENTIAL TREATMENT of the weight average of all of the exports for
      New Orleans and Port Arthur shall be deleted, (3) any such values greater
      than CONFIDENTIAL TREATMENT or less than CONFIDENTIAL TREATMENT of the
      weight average calculation, per (1) above, for tonnage equal to or
      greater than CONFIDENTIAL TREATMENT metric tons, shall be included in the
      average calculated value except where any single reported export value is
      greater than CONFIDENTIAL TREATMENT or less than CONFIDENTIAL TREATMENT
      of the weight average calculation, in which case it shall be deleted and
      (4) the remaining exports shall be averaged a second time to determine
      the weight average of the actual exports of that month.  The adjusted
      weight average of the three months shall be compared to Table E-1 for the
      same delivery quarter in accordance with Section 1.B. above.

<PAGE>

   D. Notwithstanding any provision herein to the contrary, Seller shall have
      the right to withhold up to CONFIDENTIAL TREATMENT per month, from each
      month's total shot free Coke production, for the purpose of making spot
      sales.


2. Quality Adjustments:

   With respect to the actual delivery prices, the final price paid by the
   Buyer will vary according to the following:

   A. CONFIDENTIAL TREATMENT- To reflect the quality of actual Coke delivered,
      for Coke with CONFIDENTIAL TREATMENT content greater than CONFIDENTIAL
      TREATMENT, the purchase price shall be decreased by CONFIDENTIAL
      TREATMENT of the applicable QBPP for each 0.1 wt.% increase in the
      CONFIDENTIAL TREATMENT content above CONFIDENTIAL TREATMENT and increased
      by CONFIDENTIAL TREATMENT of the applicable QBPP for each 0.1 wt.%
      decrease in the CONFIDENTIAL TREATMENT content below CONFIDENTIAL
      TREATMENT.  (Ex:CONFIDENTIAL TREATMENT QBPP,CONFIDENTIAL TREATMENT equals
      an increase of CONFIDENTIAL TREATMENT).

      For Coke with CONFIDENTIAL TREATMENT content less than CONFIDENTIAL
      TREATMENT, the purchase price shall be increased by an additional
      CONFIDENTIAL TREATMENT for each 0.1 wt.% decrease in CONFIDENTIAL
      TREATMENT content below CONFIDENTIAL TREATMENT.  The quality adjustments
      for less than CONFIDENTIAL TREATMENT are cumulative.  All values for
      CONFIDENTIAL TREATMENT percent are expressed to the nearest 0.1 wt.% in
      accordance with ASTM procedures E-29-20 shown in 2.E. below, and the
      price adjustment shall be rounded to the nearest $0.01/DST. (Ex:
      CONFIDENTIAL TREATMENT QBPP,CONFIDENTIAL TREATMENT equals an increase
      of CONFIDENTIAL TREATMENT).

   B. CONFIDENTIAL TREATMENT - To reflect the quality of actual Coke delivered,
      the purchase price shall be decreased by CONFIDENTIAL TREATMENT of the
      applicable QBPP for each 0.1 wt.% increase in the CONFIDENTIAL TREATMENT
      content above CONFIDENTIAL TREATMENT and increased by CONFIDENTIAL
      TREATMENT of the applicable QBPP for each 0.1 wt.% decrease in the
      CONFIDENTIAL TREATMENT content below CONFIDENTIAL TREATMENT.  All values
      for CONFIDENTIAL TREATMENT percent are expressed to the nearest 0.1 wt.%
      in accordance with ASTM procedures E-29-90 shown in 2.E. below, and the
      price adjustment shall be rounded to the nearest $0.01/DST.
      (Ex:CONFIDENTIAL TREATMENT QBPP,CONFIDENTIAL TREATMENT equals an increase
      of CONFIDENTIAL TREATMENT).

   C. CONFIDENTIAL TREATMENT- To reflect the quality of actual Coke delivered,
      the purchase price shall be decreased by CONFIDENTIAL TREATMENT of the
      applicable QBPP for each 10 ppm increase in the CONFIDENTIAL TREATMENT

<PAGE>

      content above CONFIDENTIAL TREATMENT and increased by CONFIDENTIAL
      TREATMENT of the applicable QBPP for each 10 ppm decrease in the
      CONFIDENTIAL TREATMENT content below CONFIDENTIAL TREATMENT.  All values
      for CONFIDENTIAL TREATMENT content are expressed to the nearest 10 ppm
      in accordance with ASTM procedures E-29-90 shown in 2.E. below, and the
      price adjustment shall be rounded to the nearest CONFIDENTIAL TREATMENT.
      (Ex:CONFIDENTIAL TREATMENT QBPP,CONFIDENTIAL TREATMENT equals a decrease
      of CONFIDENTIAL TREATMENT).


   D. The final price will be the sum of the QBPP and the three quality
      adjustments shown above.

   E. ASTM Test Result Rounding Procedures (E-29-90)

      1.  If the last digit is >5, round up.

      2.  If the last digit is <5, round down.

      3.  If the last digit is 5:

        A.  If the digit before the 5 is even, round down.

        B.  If the digit before the 5 is odd, round up.

<PAGE>

3. Special Provisions

   A. Expanded Specification Coke

      1. Should Seller produce Coke with quality parameters that exceed the
         contract maximum specifications as defined in Article IV, at its
         option Seller will deliver and Buyer will accept up to CONFIDENTIAL
         TREATMENT per calendar quarter of non-anode quality coke as defined
         below.  Additional tonnage of Expanded Specification Coke per calendar
         quarter shall be by mutual agreement.  Any such Coke delivered by
         Seller shall be incremental to Buyers annual contract volume as
         defined in Article III.


             EXPENDED SPECIFICATION COKE QUALITY PARAMETERS

           PARAMETERS                   MAXIMUM

           Category 1

           Sulfur                       CONFIDENTIAL TREATMENT

           Volatiles                              "

           Shot                                   "

           Category 2

           Sulfur                                 "

           Volatiles                              "

           Shot                                   "

<PAGE>

   2. Pricing of Expanded Specification Coke

      Category 1 Coke shall be priced as follows:

        The most recently published monthly mid-point average estimate of Gulf
        Coast High Sulfur Less than 50 HGI Coke Export Prices as reported in
        Table 1 of the latest monthly supplement of the Pace Petroleum Coke
        Quarterly,CONFIDENTIAL TREATMENT.

        EXAMPLE: 8/99 Pace (range CONFIDENTIAL TREATMENT) average CONFIDENTIAL
        TREATMENT +CONFIDENTIAL TREATMENT =CONFIDENTIAL TREATMENT

      Category 2 Coke shall be priced as follows:

        The most recently published monthly mid-point average estimate of Gulf
        Coast High Sulfur Less than 50 HGI Coke Export Prices as reported in
        Table 1 of the latest monthly supplement of the Pace Petroleum Coke
        Quarterly,CONFIDENTIAL TREATMENT.

        EXAMPLE: 8/99 Pace (range CONFIDENTIAL TREATMENT) average CONFIDENTIAL
        TREATMENT +CONFIDENTIAL TREATMENT=CONFIDENTIAL TREATMENT

4. Other:
   If, during the term of this Agreement (a) Pace should fail to publish any
   referenced price for purposes of the preceding formulas in Article V-1.
   through V-2. or (b) the pricing formula as described in Article V-1. and
   V-2. should result in a price for Coke that either party deems to be
   sufficiently misaligned with market conditions as to warrant a price change
   to reflect a fair market price, either party may request a change in the
   pricing basis for this Agreement.  The party requesting the change shall
   notify the other party in writing, and Buyer and Seller shall meet or
   teleconference withing sixty days following the giving of the Change
   Notification to discuss the pricing basis.  If, within ninety (90) days
   following the receipt of the Change Notification, the parties do not reach
   a mutual agreement on what constitutes a fair and reasonable pricing basis,
   this Agreement will terminate on the ninety-first (91) day following the
   receipt of the Change Notification.  During the period from the receipt of
   the Change Notification until the later of the conclusion of the pricing
   basis re-negotiation or Agreement termination, (a) Buyer will continue to
   pay for Coke in accordance with Article V or (b) if Pace has ceased to
   publish any referenced price for the applicable formula price determination,
   Buyer will pay provisionally in accordance with Article V until a revised
   pricing formula is negotiated and such revised pricing formula shall be
   retroactive to the delivery quarter for which Pace ceased publishing Pace E,
   Pace E-1 and/or Pace 3 data as described in Article V.

<PAGE>

   Seller shall invoice Buyer (by AUTOFAX) for each Coke delivery to the
   following billing address:

                            Great Lakes Carbon Corporation
                            Attn:  Accounts Payable
                            16945 Northchase Drive Suite 2200
                            Houston, TX 77060
                            Fax: (281) 775-4744

   Buyer shall pay the invoiced amount via Electronic Funds Transfer (EFT).
   Payment shall be due on the tenth day after date of the invoice.


                            ARTICLE VI - DELIVERY

1. Coke delivered hereunder to Buyer shall be loaded by Seller into barges
   provided by Seller.

2. Title and risk of loss to the Coke delivered under this Agreement shall
   pass from Seller to Buyer when the barge is released to Buyer.

3. From the time of title transfer, Buyer shall be responsible for all barge
   transportation charges, as applicable, including demurrage, in route to
   Buyer's destination.

4. Seller shall be responsible for cleanliness inspection and approval of
   barges prior to loading.


                     ARTICLE VII - MEASUREMENTS

BARGES

   A. The quantity of Coke loaded aboard bares shall be determined by a
      qualified independent inspector, selected by Seller.  Cost of said
      inspection will be shared equally between Seller and Buyer.  The
      moisture content, as determined in accordance with Appendix A, will be
      deducted from the wet Coke weight to determine dry weight of Coke
      delivered to the barge.

   B. Seller shall cause the Terminal operator to take a composite Coke sample
      from each barge.  The sample will be split by Seller's laboratory and a
      portion of at least one-gallon will be made available to Buyer.  Seller
      will analyze its sample for moisture, sulfur, volatiles, ash and metals
      in accordance with the procedures in Appendix A.  In the event Seller
      elects to have an independent laboratory analyze Seller's sample, the
      independent laboratory's analysis charges shall be split 50/50 between
      Buyer and Seller.  Invoicing will be based on the analysis of Seller's
      sample.  Both parties shall retain composite samples for a period of
      three months.

<PAGE>

   C. Seller will arrange for the duplicate laboratory composite sample to be
      sent to Buyer from Seller's courier's office.  Buyer will be responsible
      for selecting a courier for delivery from Baton Rouge to Buyer's Plant
      and payment of courier's fee.

   D. In case of any quality dispute, if the difference between Buyer's and
      Seller's analysis exceeds the variance shown below, an analysis shall be
      performed by a qualified independent inspector, agreed to by both
      parties, using the same ASTM procedures as outlined in Appendix A, with
      costs to be shared 50/50.  The sample to be used shall be Seller's
      retained sample.   A quality discrepancy shall be deemed to exist if the
      sample analysis between Buyer and Seller differs by more than any of the
      qualities listed below:


                QUALITY             UNITS       MAXIMUM LAB VARIANCE

                Ash                  Wt. %                0.08

                Sulfur               Wt. %                0.30

                Volatiles            Wt. %                0.80

                Calcium               ppm                   40

                Iron                  ppm                   60

                Nickel                ppm                   50

                Silicon               ppm                   60

                Sodium                ppm                   60

                Vanadium              ppm                   40

<PAGE>

In the event of a quality dispute, Buyer's acceptance of the Coke and/or Coke
pricing for qualities of Coke delivered will then be based on the average of
the two analytical results that are the closest together; i.e., the average of
the two closest results reported by Seller, Buyer and independent lab.  Both
parties agree to review the allowable Max Lab Variance at six-month intervals.

Determination of shot content in the Coke shall be done per visual inspection
at load by Seller's Terminal Operator.  In the event the Buyer's visual
inspection at discharge determines the shot content of the Coke exceeds "Nil",
Buyer shall notify Seller.  Seller shall arrange for a visual inspection and
sample for the Coke to be taken at the discharge location.  If such visual
inspection or analysis of the Coke sample indicates shot content greater than
"Nil", 1) Buyer may elect to return the Coke to Seller or 2) Buyer and Seller
may elect to negotiate a mutually acceptable price discount for the Coke in
question.


                           ARTICLE VIII - TAXES

A. It is agreed that any duty, tax, gross receipts tax, sales or use tax,
   environmental fees or otherwise (but exclusive of taxes based on net
   income)which Seller may be required to collect or pay under any municipal,
   state, federal other laws now in effect with respect to the manufacture,
   sales inspection, transportation, storage, delivery or use of the Coke
   covered by this Agreement shall be added to the price to be paid by the
   Buyer.  With respect to any sales or use taxes due and owing, Seller agrees
   to delete such taxes provided that Buyer supplies Seller with a properly
   completed resale or exemption certificate.

B. With respect to any newly enacted taxes or fees, as enumerated above that
   become effective after the date of this Agreement:

   (1)  Seller shall give Buyer written notice of any such addition or increase
        and following receipt of such notice; Buyer may refuse by written reply
        to Seller within thirty days to pay such increase or addition.  Seller
        shall then, by notice in writing given to Buyer within thirty days
        after receipt of Buyer's reply, advise Buyer whether or not Seller
        elects to pay the same without reimbursement from Buyer; and if Seller
        then elects not to pay aforesaid increases and additions without
        reimbursement from Buyer, Seller may terminate this Agreement
        immediately upon giving written notice to Buyer as to Coke remaining
        undelivered.

<PAGE>

   (2)  Buyer agrees to reimburse Seller for any such taxes and Seller agrees
        to assign any right to refund or protest to Buyer should Buyer wish to
        contest such newly enacted taxes or fees; or

   (3)  Seller may, at Buyer's written request, pay such taxes or fees under
        protest and to take all actions necessary to contest the validity,
        applicability or any other like challenge with respect to the amount
        or application of any such taxes or fees and institute actions
        necessary to recover said payments solely at Buyer's expense and
        through counsel designated by Buyer.


                  ARTICLE IX - INSPECTION, CLAIMS AND LIABILITY

A. Any claim for defect or variance in quality or shortage of quantity shall
   be made, and Seller shall be notified and given an opportunity to inspect,
   within ten days after (1) product(s) reach their destination, in the event
   Seller's analysis survey and inspection results were provided to Buyer
   before products(s) reached their destination or (2) Buyer receives Seller's
   analysis survey and inspection results, in the event Buyer receives same
   after delivery of products to their destination.  Notwithstanding the
   preceding sentence, in the event Buyer fails to unload and inspect Coke
   within ten days after the product reached its destination, Buyer may reject
   the product if it contains shot; provided, however, in the event Buyer
   rejects Coke, containing shot outside of the time period specified in the
   previous sentence, Buyer shall pay and be responsible for all barge
   demurrage and transportation costs accruing between the date the product
   reached its destination and the date of product rejection.  Subject to the
   previous sentence, failure of Buyer to observe this provision or any action
   by Buyer which impedes identification of an alleged defect shall operate as
   a waiver of Buyer's rights to make any such claim; provided, however, that
   such failure or action shall not operate as a waiver of Buyer's right to
   make claims for bodily injury or property damage.  In the event of a claim
   for defect or variance in quality, Seller shall provide the results of an
   independent lab analysis, in accordance with Article VII.D., within ten days
   of notification of the quality claim by Buyer; if Seller fails to provide
   Buyer with the independent lab analysis within ten days of the claim
   notification, Buyer's analysis shall be determinative of quality for
   purposes of acceptance of the Coke and pricing for the quality of Coke
   delivered.

   BUYER ASSUMES ALL RISKS OF LOSSES THAT RESULT FROM THE USE OF THE COKE
   PURCHASED HEREUNDER WHETHER USED SINGLY OR IN COMBINATION WITH OTHER
   SUBSTANCES OR IN ANY PROCESS PROVIDED, HOWEVER, THAT NOTHING HEREIN
   SHALL RELIEVE SELLER OF ANY RESPONSIBILITY FOR BODILY INJURY (INCLUDING
   DEATH) AND PROPERTY DAMAGE RESULTING FROM BREACH OF THE WARRANTIES
   CONTAINED HEREIN OR FROM SELLER'S NEGLIGENCE.  SELLER SHALL NOT BE
   LIABLE, WHETHER AS TO GOODS DELIVERED OR FOR NON-DELIVERY OF GOODS,

<PAGE>

   FOR ANY EXEMPLARY OR SPECIAL DAMAGES, OR FOR CONSEQUENTIAL DAMAGES
   EXCEPT FOR THOSE DAMAGES FOR BODILY INJURY (INCLUDING DEATH) OR
   PROPERTY DAMAGE WHICH PROXIMATELY RESULT FROM BREACH OF THE
   WARRANTIES CONTAINED HEREIN OR FROM SELLER'S SOLE NEGLIGENCE OR FROM
   SELLER'S RESPECTIVE SHARE OF JOINT NEGLIGENCE.

B. EACH PARTY TO THIS CONTRACT SHALL INDEMNIFY, DEFEND AND HOLD THE OTHER
   HARMLESS FROM CLAIMS, DEMANDS AND CAUSES OF ACTION ASSERTED AGAINST
   THE OTHER BY ANY OTHER PERSON (INCLUDING WITHOUT LIMITATION EMPLOYEES
   OF EITHER PARTY) FOR PERSONAL INJURY OR DEATH, OR FOR LOSS OF OR DAMAGE
   TO PROPERTY, RESULTING FROM THE WILLFUL OR NEGLIGENT ACTS OR OMISSIONS
   OF THE INDEMNIFYING PARTY.  WHERE PERSONAL INJURY, DEATH, OR LOSS OF OR
   DAMAGE TO PROPERTY IS THE RESULT OF THE JOINT NEGLIGENCE OR
   MISCONDUCT OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE TO
   INDEMNIFY EACH OTHER IN PROPORTION TO THEIR RESPECTIVE SHARE OF SUCH
   JOINT NEGLIGENCE OR MISCONDUCT.


                      ARTICLE X - FAILURE TO PERFORM

A. Any delays in or failure to perform by either Seller or Buyer shall not
   constitute default hereunder or give rise to any claims for damages if and
   to the extent that such delay or failure is caused by occurrences beyond the
   reasonable control of the party affected (and in the case of Seller,
   occurrences affecting a supplier or suppliers of Seller), including but not
   limited to, acts of God or the public enemy; expropriation or confiscation
   of facilities; compliance with any governmental allocation, functional
   divestiture law or rationing program or any other regulation, rule, order
   or request of any governmental authority (whether valid or invalid and
   whether similar or dissimilar to those above named), acts of war, rebellion
   or sabotage or damage resulting therefrom; embargoes or other import or
   export restrictions; reduction of transportation capacity; reduction in
   refining capacity; breakdown or temporary disruption of Seller's Baton Rouge
   Refinery operations; accidental breakdown of transportation facilities;
   inability to obtain necessary industrial supplies, energy or equipment;
   fires, floods, explosions, accidents or breakdowns; riots or strikes or
   other concerted acts of workers, whether direct or indirect; or any other
   causes whether or not of the same class or kind as those specifically above
   named which are not within the reasonable control of the party affected
   and which, by the exercise of reasonable diligence, said party is unable
   to prevent or provide against.  In the event of such delay or failure, the
   party affected will give notice and full particulars in writing to the
   other party as soon as possible.  In the event of such delay or failure,
   Seller shall not be obligated to purchase or obtain other Coke of the kind
   deliverable hereunder, or crude petroleum from which such Coke is derived.
   Neither party hereto shall be required to settle strikes, differences with
   workers or government claims by acceding to any demands when in the
   discretion of the party whose performance is interfered with, it would be
   inadvisable to accede to such demands.

<PAGE>

B. If, for any reason whatsoever, whether within the control of Seller or not,
   Seller's supplies of Coke of the kind deliverable hereunder out of the
   Baton Rouge refinery are inadequate to meet its contract obligations to
   customers for such Coke, or if Seller determines, in its sole discretion,
   in consideration of raw material availability or refining conditions that
   it is appropriate to impose a plan of allocation, the obligations of Seller
   under this Agreement shall be reduced as Seller may determine as a part of
   a plan for allocation to its customers consistently applied on a pro rata
   basis.  Seller, in its sole discretion, shall determine the Coke quality,
   quantity, and loading schedule available to its customers and, to the extent
   possible, will make such determinations after giving consideration to all
   customers' needs and preferences.  In any allocation of Coke production,
   Seller's allocation plan shall include the following:

   1. Seller's "customers" for Coke of the kind deliverable hereunder shall
      mean (i) purchasers pursuant to current contracts and (ii) new
      purchasers to whom Seller determines to commence selling at its sole
      option.  The new customers to whom volumes may be offered would be
      limited to those to whom a denial could be construed as condoning
      questionable trade practices such as restraint of trade.

   2. In the event Seller imposes an allocation as a result of or directly
      arising out of compliance with any governmental allocation, functional
      divestiture law or rationing program or any other rule or request of
      any governmental authority, "customers" defined in Article X.B.1 above
      shall also include purchasers to whom Seller commences selling as a
      result of such governmental action.  Seller shall have the right to give
      preference in any allocation as described in the preceding sentence to
      those customers whose needs (including resellers who sell for similar
      needs) are related to (i) protection of life or health, (ii) production
      and transportation of food and energy, (iii) mass transportation
      customers, and (iv) national defense.

   3. Seller's allocation plans shall be applied after making provisions for
      its own requirements for Coke of the kind deliverable hereunder for
      exploring for, producing, manufacturing and transporting all forms of
      energy, petroleum, petrochemical, mining, and energy products.  In the
      context of this subsection, "Seller" shall include Exxon Corporation and
      all if its divisions, subsidiaries, and affiliates whether wholly or
      partially controlled and whether domestic or foreign.

C. Seller shall be under no obligation to make deliveries hereunder at any
   time when in its sole judgment it has reason to believe that the making of
   such delivery would be likely to cause strikes to be called against it or
   cause its properties to be picketed.

D. Neither Buyer nor Seller shall be required to make up performance omitted
   on account of any of the causes set forth in Article X.

<PAGE>

          ARTICLE XI - MODIFICATION, WAIVER, ASSIGNMENT & TERMINATION

This Agreement may be modified or rescinded only by a writing signed by both
parties or their duly authorized agents.

No waiver by either party of any breach of any of the covenants or conditions
herein contained to be performed by the other party shall be construed as a
waiver of any succeeding breach of the same or any other covenant or condition.

This Agreement is not assignable or transferable by either party without the
prior written consent of the other, which consent shall not be unreasonably
withheld.

This Agreement terminates and supersedes any prior agreement between the
parties hereto, covering the purchase and sale of Coke except for rights
and obligations with respect to Coke delivered under any such prior agreement.


                          ARTICLE XII - NOTICES

Any notice required to be given under Articles X, XIII and XVII of this
Agreement and any notice regarding any actual or alleged breach of this
Agreement shall be sent by certified or registered U.S. Mail, return receipt
requested, to the addresses set forth below or to such other addresses as
either party may notify the other of in writing.  Such notices shall be deemed
to have been given on the date received by the other party.

To Exxon at:                            To Buyer at:
-----------                             -----------
Exxon Company, U.S.A.                   Great Lakes Carbon Corporation
Attention: Industry Fuels Manager       Attn:  Vice President - Raw Materials
P.O. Box 2180                           16945 Northchase Drive, Suite 2200
Houston, TX 77001                       Houston, TX 77060

All other written notices required to be given or contemplated hereunder shall
be either personally delivered or sent by U.S. Mail, facsimile transmission,
telex, or telegram to the addresses set forth below or to such other addresses
as either party may notify the other of in writing:

To Exxon at:                            To Buyer at:
-----------                             -----------
Exxon Company, U.S.A.                   Great Lakes Carbon Corporation
Attention: Industry Fuels Manager       Attn:  Vice President - Raw Materials
P.O. Box 2180                           16945 Northchase Drive, Suite 2200
Houston, TX 77001                       Houston, TX 77060
Fax: (713) 656-8091                     Fax: (281) 775-4766

<PAGE>

                  ARTICLE XIII - NEW OR CHANGED REGULATIONS

The parties are entering into this Agreement in reliance on the regulations,
laws and arrangements with governments or governmental instrumentalities
(hereinafter called "Regulations") in effect on the date of execution by
Seller affecting the Coke sold hereunder insofar as said Regulations affect
Buyer, Seller or Seller's suppliers.  If the effect of any changes in any
Regulation or of any new Regulation (1) is not covered by any other provision
of this Agreement, and (2) in the affected party's judgment, any such change
has a significant and material effect upon the party (or if Seller,upon
Seller's suppliers), the affected party may request renegotiation of the terms
of this Agreement, to be completed within 60 days of written request therefore,
failing which the affected party shall have the right to terminate this
Agreement effective thirty days after the end of the said sixty-day period.

Such right to request renegotiation or, upon failure to agree, to terminate,
shall without limitation also be available if Regulations undertake to regulate
the prices of Coke covered by this Agreement.


            ARTICLE XIV - COMPLIANCE WITH LAWS AND REGULATIONS

EACH PARTY AGREES TO INDEMNIFY, DEFEND AND HOLD THE OTHER PARTY, ITS
SUCCESSORS AND ASSIGNS, HARMLESS AGAINST ALL LOSSES, CLAIMS, CAUSES OF
ACTION, PENALTIES AND LIABILITIES ARISING OUT OF THE FIRST PARTY'S FAILURE
TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, ORDINANCES,
REGULATIONS, RULES AND ORDERS, INCLUDING, BUT NOT LIMITED TO, THOSE
GOVERNING POLLUTION, AND SUCH FAILURE OF COMPLIANCE SHALL ENTITLE THE
SECOND PARTY TO TERMINATE THIS AGREEMENT IMMEDIATELY.


                        ARTICLE XV - GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT
REGARD TO ANY PRINCIPLES OF CHOICE OF LAWS IN TEXAS OR IN ANY OTHER STATE.

<PAGE>

      ARTICLE XVI - EXPRESS WARRANTIES: EXCLUSION OF OTHER WARRANTIES

Seller warrants (i) that the Coke supplied hereunder will conform to the
promises and affirmations of fact made herein, (ii) that it will convey good
title to the Coke supplied hereunder, free of all liens, and (iii) that the
Coke supplied hereunder shall be of merchantable quality.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED.  THE IMPLIED WARRANTY OF
FITNESS FOR PARTICULAR PURPOSE IS EXPRESSLY EXCLUDED AND DISCLAIMED.


                  ARTICLE XVII - FINANCIAL RESPONSIBILITY

If, during the duration of this Agreement, in the sole judgment of Seller,
reasonable grounds arise for believing the financial responsibility of Buyer
has become impaired or unsatisfactory, advance cash payment  or other adequate
assurance of performance shall be given by Buyer upon written demand by Seller,
and shipments may be withheld until such payment or assurance is received.
If such payment or assurance is not received within 15 days of demand, Seller
may terminate this Agreement at any time upon written notice.  If there are
instituted by or against Buyer proceedings in bankruptcy or under any
insolvency law, Seller may terminate this Agreement at any time upon written
notice.


                    ARTICLE XVIII - BUSINESS PRACTICES

Each party agrees:

(1)  To comply with all laws and lawful regulations applicable to any
activities carried out in the name of or on behalf of the other party under
the provisions of this Agreement and/or any amendments to it.

(2)  That all financial settlements, billing and reports rendered to the other
party as provided for in this Agreement  and/or any amendments to it will to
the best of its knowledge and belief reflect properly the facts about all
activities and transactions related to this Agreement, which data may be
relied upon as being complete and accurate in any further recording and
reporting made by such other party for whatever purpose.

(3)  To notify the other party promptly upon discovery of any instance where
the notifying party fails to comply with provision (1) above, or where the
notifying party has reason to believe data covered by (2) above is no longer
accurate and complete.

<PAGE>

                     ARTICLE XIX - CONFLICT OF INTEREST

Each party, in performing its obligations under this Agreement, shall establish
and maintain appropriate business standards, procedures, and controls,
including those necessary to avoid any real or apparent impropriety or adverse
impact on the interests of the other party.  Each party shall review with
reasonable frequency during the term of this Agreement such business standards
and procedures including, without limitation, those related to the activities
of its employees and agents in their relations with the other party's
employees, agents, and representatives, and other third parties.


                            ARTICLE XX - AUDIT

Each party and its duly authorized representatives shall have the right to
witness custody transfer measurement procedures.  In addition, each party and
its duly authorized representatives shall have access to the accounting records
and other documents maintained by the other party which relate to materials
being delivered to the other party under this Agreement, and shall have the
right to audit such records at any reasonable time or times within three years
after the termination of the Agreement.


                          ARTICLE XXI - DRAWBACK

Seller and Buyer reserve the right to claim duty drawback resulting from duty
paid imported merchandise used in the manufacture of product delivered to
Buyer.  When said product is exported, or used in the manufacture of a product
that is exported, Buyer will notify Seller promptly of its exportation.  If
duty drawback is applicable under the laws and regulations of U.S. Customs,
Seller will prepare a mutually acceptable written agreement, detailing each
party's responsibilities, to be executed by both parties.

<PAGE>

                     ARTICLE XXII - ENTIRE AGREEMENT

This writing and its Appendices are intended by the parties to be the final
expression of their agreement and are also intended to be the complete and
exclusive statement of the terms of this Agreement.  There are no oral
understandings, representations or warranties affecting it.

In witness whereof, the parties hereto have duly caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.




Exxon Company, U.S.A.                 Great Lakes Carbon Corporation
(a division of Exxon Mobil
Corporation)


By:  /s/RICHARD G. OLDHAM, JR.        By:  /s/JAMES W. BETTS
     -------------------------             -------------------------------

Title:  MANAGER INDUSTRY FUELS        Title:  VICE PRESIDENT RAW MATERIALS
        ----------------------                ----------------------------

Date:   12/06/99                      Date:   12/10/99
        ----------------------                ---------------------------

<PAGE>

                               APPENDIX A
          Sampling and Testing Procedure for Petroleum Coke



1. Sampling By Seller

   Representative Coke samples shall be obtained; primary sampling methods
   per automated belt sampler meeting ASTM D-2234 standard.  Secondary
   sampling method shall be manual sampling.  Sample increments shall be
   regularly and systematically collected so that the gross sample will
   proportionately represent the contents of the car(s) or barge.  Duplicate
   samples shall be obtained upon request for the use of either party.

2. Sample Preparation By Seller

   The gross sample shall be reduced according to ASTM D2013 (quartering,
   riffle, etc.) to obtain sufficient material for analysis.

3. The following shall be determined by appropriate ASTM or other mutually
   agreeable procedures:


                  Test               Test Method

                  Ash                ASTM D-5142-90

                  Calcium            X-Ray Flourescence

           `      Iron               X-Ray Flourescence

                  Moisture           ASTM D-5142-90

                  Nickel             X-Ray Flourescence

                  Silicon            X-Ray Flourescence

                  Sodium             X-Ray Flourescence

                  Sulfur             ASTM D-1552-90

                  Vanadium           X-Ray Flourescence

                  Volatile Matter    ASTM D-5142-90

<PAGE>

4. Determination of Moisture, Volatile Matter and Ash By Seller

   Laboratory testing of petroleum Coke shall be performed using dry Coke
   samples.  Moisture, volatile matter and ash shall be tested according to
   the most recent ASTM 5142-90, or any subsequent ASTM approved, procedure.
   Procedure may be performed using automated analyzers such as MAC-400 or
   equivalent.

5. Determination of Sulfur, Vanadium, and Nickel Content By Seller

   The analytical sample shall be crushed to pass a number 60 mesh sieve.
   The sample shall be prepared by pressing a pellet with a suitable binder.
   The sample pellet must be prepared with the same binder and pressing force
   used to press standard pellets.

   Sulfur is tested (analyzed) by LECO according to ASTM D 1552-90.  Vanadium
   and nickel are analyzed by X-ray flourescence.  Seller reserves the right
   to develop ICP or A-A as reference procedures.

<PAGE>

                                   ATTACHMENT B



                          EXAMPLE OF TRUE-UP CALCULATION
                          ------------------------------

'TRUE-UP' PROVISION IN ARTICLE V.1.B. - TRUE UP OF 2Q00 AS APPLIED TO THE 3Q00
QBPP CALCULATION

2Q00 'True-up' process:  Pace 3 for 1Q00, published in March/April/May Pace
----------------------   Quarterly Monthly Reviews (available April/May/June)

                         February 2000 Pace E-1 estimate: CONFIDENTIAL
                         TREATMENT

                         If 1Q00 Pace 3 average value is between CONFIDENTIAL
                         TREATMENT

                         1Q00 Pace F average value:CONFIDENTIAL TREATMENT

Assumptions:
-----------
1Q00 QBPP =CONFIDENTIAL TREATMENT
Pace E3Q99 -CONFIDENTIAL TREATMENT
Pace E-1 3Q00 =CONFIDENTIAL TREATMENT
Pace 3 1Q00 =CONFIDENTIAL TREATMENT
2Q00 QBPP =CONFIDENTIAL TREATMENT

Calculation of QBPP adjustment:
------------------------------
Pace 3 1Q00 average =CONFIDENTIAL TREATMENT; recalculate 2Q00 QBPP
CONFIDENTIAL TREATMENT as follows:

CONFIDENTIAL TREATMENT


'True-up' 2Q00 QBPP:
-------------------

CONFIDENTIAL TREATMENT+ (0.00) + (4.23) =CONFIDENTIAL TREATMENT

CONFIDENTIAL TREATMENT - CONFIDENTIAL TREATMENT = CONFIDENTIAL TREATMENT
will be subtracted from 3Q00 QBPP that will be calculated using the formula
in Article V.1.A.