<PAGE>
                                                                   EXHIBIT 10.28


[*] Certain portions of this exhibit have been omitted pursuant to a request
for confidential treatment which has been filed separately with the SEC.


                           [STANDARD CHARTERED LOGO]
                  STANDARD CHARTERED TRADE SERVICES CORPORATION

                                                            7 WORLD TRADE CENTER
                                                        NEW YORK, NEW YORK 10048
                                                        UNITED STATES OF AMERICA


February 28, 1998

EOTT Energy Operating Limited Partnership
1330 Post Oak Boulevard
Suite 2700
Houston, Texas  77056
Attention:  Ms. Susan Ralph


Dear Ms. Ralph,

RE:      COMMODITY REPURCHASE AGREEMENT

Standard Chartered Trade Services Corporation ("SCTSC"), is pleased to confirm
the terms and conditions on which SCTSC may, from time to time, enter into
purchase and sale transactions whereby SCTSC (a) shall purchase from EOTT Energy
Operating Limited Partnership, a limited partnership organized under the laws of
the state of Delaware ("Client"), specified quantities of commodities, such as
crude oil (each a "Commodity"), on a spot basis (or such other settlement basis
as may be agreed between SCTSC and Client); and (b) shall agree to sell the same
to Client on the Repurchase Date, as defined below (each such transaction
referred to herein as a "Transaction").

1.       Neither SCTSC nor Client, by execution of this Agreement, shall be
         obligated to enter into a Transaction. If, however, SCTSC wishes to
         enter into a Transaction with Client, the following steps shall be
         taken:

         a)       Client shall contact SCTSC either by telephone or by facsimile
                  in the manner set forth in Paragraph 5 below, informing SCTSC
                  of Client's desire to enter into a Transaction and indicating:

                  (i)      the specific Commodity, the amount of such Commodity
                           and any other specific requirements relating to the
                           Commodity (the "Commodity Data");

                  (ii)     the total price (the "Purchase Price") SCTSC shall
                           pay to Client for the Commodity involved in that
                           Transaction;

                  (iii)    the date on which Client proposes that SCTSC pay the
                           Purchase Price to Client and on which the Commodity
                           is to be delivered to SCTSC (the "Value Date");



<PAGE>

                  (iv)     the date on which Client proposes to pay SCTSC the
                           Resale Price (as defined below) for the repurchase
                           from SCTSC by Client of that Commodity (the
                           "Repurchase Date") (with respect to any given
                           transaction, in no case will the Repurchase Date
                           occur sooner than two (2) full business days (as
                           defined below) after the Value Date); and

                  (v)      if applicable, the location and account number of the
                           hedge account opened by Client for the Commodity
                           ("Hedge Account").

         b)       The following general terms shall apply to the Transactions:

                  (i)      The Repurchase Date for each Transaction shall be no
                           later than 180 days after the Value Date for such
                           Transaction.

                  (ii)     The Client shall pay a Handling Fee equal to a flat
                           fee of US$500.00 with respect to each of SCTSC's
                           invoices in respect of Transaction hereunder, payable
                           upon receipt of each such invoice.

         c)       Concurrent with the events in Section 1 (a), SCTSC and Client
                  shall mutually determine the price (the "Resale Price") at (or
                  the manner of calculating such price) which Client will
                  repurchase that Commodity from SCTSC with payment on the
                  Repurchase Date;

         d)       SCTSC shall then send to Client a facsimile (the "Transaction
                  Confirmation") in substantially the form of Exhibit A to the
                  Agreement instructing Client to sell and deliver the Commodity
                  and confirming the Commodity Data, Purchase Price, Value Date,
                  Repurchase Date, Resale Price (or the manner of calculating
                  such price) and details of the Hedging Account; and

         e)       Prior to 5:00 p.m. (New York City time) on the next business
                  day following the day of Client's receipt of SCTSC's
                  Transaction Confirmation, if the terms set forth therein are
                  acceptable to Client, Client shall send to SCTSC a facsimile
                  of the Transaction Confirmation executed by Client (a
                  "Confirmation of Acceptance"). Each Confirmation of Acceptance
                  shall be binding on Client to the same extent as a manually
                  signed Confirmation of Acceptance. It is understood and agreed
                  that a binding agreement relating to any Transaction shall
                  exist between Client and SCTSC only upon the completion of all
                  steps contemplated by this paragraph 1.

2.       After agreement has been reached between Client and SCTSC with respect
         to a Transaction as contemplated by paragraph 1 above:

         a)       SCTSC shall on the Value Date purchase from Client the
                  Commodity as specified in the Commodity Data at the Purchase
                  Price;



                                       2
<PAGE>



         b)       Immediately upon delivery of the Commodity in accordance with
                  sub-Paragraph 2c below, SCTSC shall pay the Purchase Price to
                  Client in the manner set forth in Paragraph 3 below, and
                  subject to Client's receipt of such Purchase Price, title to
                  the Commodity shall pass immediately to SCTSC;

         c)       Delivery of the Commodity shall, subject to the terms and
                  conditions of this Agreement, be made by Client on the Value
                  Date by the delivery to SCTSC at their offices at 7 World
                  Trade Center, New York, New York 10048, of registered
                  negotiable warehouse receipts or other negotiable documents of
                  title in form and substance satisfactory to SCTSC and endorsed
                  to the order of SCTSC issued by warehousemen or other bailees
                  acceptable to SCTSC in its sole discretion or such other
                  delivery method (and documentation) that is acceptable to
                  SCTSC. It is agreed that such negotiable warehouse receipts or
                  other negotiable documents of title, or other documentation
                  acceptable to SCTSC, shall be held by SCTSC at all times until
                  the Repurchase Date. Notwithstanding anything to the contrary,
                  Client shall be responsible for all warehouse, transportation,
                  storage and other costs and expenses relating to the
                  ownership, storage or transportation of all Commodities;

         d)       (i)      Client shall pay the Resale Price to SCTSC on the
                           Repurchase Date in the manner set forth in Paragraph
                           3 and, subject to SCTSC's receipt of such Resale
                           Price, SCTSC shall deliver to Client on such date the
                           warehouse receipts or other negotiable documents of
                           title or other evidences of delivery of the Commodity
                           SCTSC received from Client pursuant to paragraph (c)
                           above, together with any insurance proceeds as paid
                           to SCTSC under any policy maintained by the Client,
                           and title to the Commodity shall pass to Client
                           immediately upon such payment and delivery. Client's
                           obligation to pay the Resale Price on the Repurchase
                           Date shall be absolute and unconditional and shall
                           not be subject to any claim, defense, set-off or
                           other reduction, notwithstanding any loss or damage
                           to, defect in or non-existence of any Commodity or
                           any other event or circumstance whether or not
                           similar to the foregoing.

                  (ii)     If the Client shall fail to pay the Resale Price or
                           any other amount payable by Client hereunder when
                           due, the Client shall pay to SCTSC interest on the
                           outstanding unpaid amount at a rate per annum equal
                           to the rate of interest established from time to time
                           by Standard Chartered Bank in New York City as its
                           Reference Rate plus two percent (2.0% p.a.).

                           Reference Rate is defined as the rate publicly
                           announced from time to time by Standard Chartered
                           Bank, New York Branch as its Reference Rate.



                                       3
<PAGE>

                  (iii)    SCTSC will deliver invoices to Client prior to each
                           Repurchase Date setting forth the Resale Price
                           payable on the Repurchase Date and, if requested by
                           Client, containing a breakdown of the components of
                           the Resale Price.

3.       On each date on which any amounts fall due for payment from either
         SCTSC or Client under this Agreement for any Transaction, the party
         required to make such payment shall do so where such amount is
         denominated in United States Dollars ("Dollars") by payment in Dollars
         and in immediately available funds to such account in the United States
         of the other party as may be specified by it in the Transaction
         Confirmation.

4.       All payments to be made hereunder by Client shall be made free and
         clear of and without deduction for any set-off or counterclaim and
         without deduction for or on account of any present or future taxes
         including but not limited to duties, levies, sales or value added
         taxes, and imposts now or hereafter imposed. If Client is required by
         law to make any deduction or withholding from any sum payable
         hereunder, the sum payable, in respect of which such deduction or
         withholding is required to be made, shall be increased to the extent
         necessary to ensure that, after the making of such deduction or
         withholding (including, without limitation, deduction or withholding on
         account of additional sums payable under this paragraph), SCTSC
         receives (free from any liability in respect of any such deduction or
         withholding) a net sum equal to the sum which would have been received
         and so retained had no such deduction or withholding been made.

5.       All facsimile communications arising as a consequence of this Agreement
         shall be sent (a) if to SCTSC, at facsimile number (212) 667-0118 and
         (b) if to Client, at facsimile number (713) 993-5841 or, in either
         case, to such other facsimile number as SCTSC advises to Client or as
         the case may be, Client advises SCTSC from time to time in writing.

6.       Either party to this Agreement may terminate this Agreement immediately
         upon written notice to the other party; provided, however, that no such
         termination shall affect or nullify the rights and obligations of the
         parties hereto with respect to any Transaction that has been concluded
         or under which amounts may still be owing. Notwithstanding any
         termination, the terms of this Agreement shall continue to apply to the
         completion of any and all Transactions until such time that all amounts
         owing under all Transactions shall have been duly paid or otherwise
         discharged as contemplated by this Agreement.

7.       In the event that

         a)       a petition in bankruptcy or for the appointment of a receiver;
                  custodian or trustee is filed by or against Client or any
                  affiliate or subsidiary, or any similar




                                       4
<PAGE>

                  event shall occur with respect to Client, or any of its
                  affiliates or subsidiaries, or any other proceeding under any
                  bankruptcy, reorganization, arrangement, readjustment of debt,
                  dissolution or liquidation law or statute of any jurisdiction,
                  whether now or hereafter in effect, shall be commenced by or
                  against the Client or any of its affiliates or subsidiaries,
                  or an order for relief shall be entered in any such
                  proceeding, or the Client or any of its affiliates or
                  subsidiaries, by any act or omission, shall indicate its
                  consent to, approval of or acquiescence in any such petition
                  or proceeding or shall generally not pay its debts as such
                  debts become due (each, a "Bankruptcy Event"); or

         b)       any representation, warranty or statement made in writing by
                  Client (or any of its officers, partners or members) in this
                  Agreement or any certificate or document delivered under this
                  Agreement shall have been incorrect or untrue in any respect
                  when made or repeated; or

         c)       Client shall fail to perform any covenant or agreement
                  contained herein or any of Client's obligations under any
                  Transaction effected under this Agreement; or

         d)       (i)      Client or any affiliate or subsidiary shall fail to
                           perform or observe any term, condition or covenant of
                           any bond, note, debenture, loan agreement, indenture,
                           guaranty, trust agreement, mortgage or similar
                           instrument to which Client or any affiliate or
                           subsidiary is a party or by which it is bound, or by
                           which any of its properties or assets may be affected
                           (a "Debt Instrument"), so that, as a result of any
                           such failure to perform, the indebtedness included
                           therein or secured or covered thereby may be declared
                           due and payable prior to the date on which such
                           indebtedness would otherwise become due and payable;
                           or

                  (ii)     Any event or condition referred to in any Debt
                           Instrument shall occur or fail to occur, so that, as
                           a result thereof, the indebtedness included therein
                           or secured or covered thereby may be declared due and
                           payable prior to the date on which such indebtedness
                           would otherwise become due and payable; or

                  (iii)    Failure to pay any indebtedness for borrowed money
                           due at final maturity or pursuant to demand under any
                           Debt Instrument; provided that the provisions of the
                           preceding clauses (i), (ii) and (iii) shall not apply
                           to any Debt Instrument which relates to or evidences
                           indebtedness in a principal amount less than five
                           million Dollars (US$ 5,000,000); or



                                       5
<PAGE>



         e)       Any judgment against the Client or any affiliate or subsidiary
                  or any attachment, levy or execution against any of its
                  properties for an amount exceeding five million Dollars (US$
                  5,000,000) individually, or in the aggregate, shall remain
                  unpaid, unstayed on appeal, undischarged, unbonded or
                  undismissed for a period of thirty (30) days or more; or

         f)       Any event or condition shall occur which, in the opinion of
                  SCTSC, constitutes a material adverse change in the financial
                  position of Client or which causes SCTSC to believe that the
                  ability of Client to perform its obligations under this
                  Agreement, any Transaction Confirmation or any other agreement
                  delivered in connection with the Transactions has been
                  significantly impaired, provided that such event or condition
                  shall be continuing for fifteen days after SCTSC notifies
                  Client thereof and during such fifteen-day period Client fails
                  to cure such event or condition or deliver collateral security
                  for Client's obligations hereunder which shall be in a form
                  and with a value satisfactory to SCTSC in all respects and
                  subject to documentation required by SCTSC to grant to SCTSC a
                  first priority perfected security interest therein,

         (any of which shall hereinafter be known as an "Event of Default")
         SCTSC shall immediately notify Client in writing of the "Event of
         Default", (the date of such notice shall be the "Date of the Event of
         Default"), and SCTSC shall have the right (in addition to any other
         right or remedy SCTSC may have at law, in equity or under this
         Agreement) to accelerate the Repurchase Dates of all Transactions for
         which SCTSC has purchased the Commodity but has not received full
         payment of the Resale Price ("Open Transaction") and all other
         obligations of the Client hereunder to the Date of the Event of Default
         and to sell without notice to Client or any third party (except as
         required by law) any Commodity held by SCTSC under any Transaction and
         to apply any amounts received therefor against the amounts owed by
         Client to SCTSC under all Open Transactions and all other obligations
         of the Client hereunder and to terminate this Agreement, as to all the
         foregoing, without written notice (except as required by law) and
         without protest, presentment, demand or other formality, all of which
         are expressly waived by Client, provided that upon the occurrence of a
         Bankruptcy Event all such Repurchase Dates and other obligations shall
         be automatically accelerated without any notice from SCTSC. The Client
         expressly acknowledges that because prices of the Commodities are
         subject to rapid fluctuations and volatile changes during periods less
         than one day, SCTSC may be required to exercise remedies hereunder
         (including, without limitation, sale of Commodities) on less than five
         days' notice, and Client agrees such notice shall be deemed reasonable.
         Any amounts received by SCTSC in excess of the total amount owed by
         Client to SCTSC with respect to all Open Transactions and all other
         obligations of the Client hereunder shall be remitted promptly to
         Client, and, conversely, Client shall remain liable to SCTSC for any
         amount still owed to SCTSC under all Open Transactions




                                       6
<PAGE>

         and all other obligations of the Client hereunder after the sale of all
         Commodities held by SCTSC together with interest thereon at the rate
         provided in Paragraph 2 (d) (ii).

8.       Client understands and agrees that Client is obligated to repurchase at
         the Resale Price from SCTSC on the Repurchase Date any Commodity that
         is the subject of any Transaction effected under this Agreement
         irrespective of any loss, damage, theft or destruction whatsoever which
         may occur with respect to such Commodity during the time any
         Transaction is outstanding or any other event or circumstance. In
         addition, if any claim is asserted against any Commodity by any third
         party, including any governmental authority, Client agrees that Client
         is nonetheless obligated to repurchase such Commodity from SCTSC on the
         relevant Repurchase Date. Any risk of loss whatsoever with respect to
         any Commodity that is the subject of any Transaction that is effected
         under this Agreement is retained by Client.

9.       Client agrees to indemnify and hold SCTSC harmless from and against:

         a)       all expenses and costs reasonably incurred by SCTSC and all
                  claims, liabilities and losses (including, but not limited to
                  legal fees reasonably incurred by SCTSC, sales or value added
                  taxes, duties and levies, excise and other taxes (other than
                  taxes imposed on the net income of SCTSC or franchise taxes by
                  (i) the United States of America or (ii) the State of New York
                  or any taxing authority thereof or therein)),

         b)       all costs and expenses reasonably incurred by SCTSC as a
                  result of any payment of the Resale Price on a date other than
                  the scheduled Repurchase Date or failure by SCTSC to deliver a
                  Commodity on the Value Date including, without limitation, all
                  cost or expense suffered by SCTSC in liquidating Eurodollar or
                  other deposits or compensating any funding bank therefor, and

         c)       all increases in costs or reductions in amounts receivable by
                  SCTSC as a result of any change in or adoption of any law,
                  rule, regulation or guideline (whether or not having the force
                  of law) after the date hereof,

         incurred or suffered by SCTSC as a result of or arising from any
         Transaction, SCTSC's ownership or control or possession of any
         Commodity, Client's breach of any representation or warranties
         contained herein or Client's failure to comply with any of the terms or
         conditions contained in this Agreement except to the extent arising
         from the willful misconduct or gross negligence of SCTSC. Such
         agreement to indemnify shall extend to and apply to SCTSC's officers,
         directors, shareholders, employees and agents and shall survive
         termination of this Agreement and payment of Client's obligations
         hereunder.

10.      [Intentionally Omitted]



                                       7
<PAGE>


11.      If specified in a Transaction Confirmation, Client shall maintain the
         Hedge Account with a broker acceptable to SCTSC, and shall cause the
         broker to enter into a Tri-Partite Agreement with the Client and SCTSC
         in form and substance satisfactory to SCTSC. The Hedge Account shall
         contain only such futures contracts or options as SCTSC shall approve.

12.      Client shall continue to be responsible for all Commodities in all
         respects including, but not limited to, arranging storage, maintenance,
         shipment and other handling and treatment of all Commodities, and SCTSC
         shall have no responsibility or right to participate in any of the
         foregoing except in the event SCTSC purchases any Commodity after the
         occurrence of an Event of Default or does any of the foregoing in
         connection with its exercise of any rights or remedies under Section 7.

13.      Client shall maintain the confidentiality of this Agreement and shall
         not disclose this Agreement or any terms hereof to any person or entity
         except as required by law and Securities Exchange Commission rules and
         disclosure requirements and to Client's attorneys and advisors who
         agree to such confidentiality and non-disclosure provisions.

14.      Except as provided in Section 7, neither of SCTSC nor Client shall
         assign or otherwise transfer any rights or obligations hereunder
         without the prior written consent of the other, which consent shall not
         be unreasonably withheld.

15.      SCTSC hereby represents and warrants that (i) it has the capacity, and
         has taken all necessary action (corporate and otherwise) to enable it
         to enter into and perform its obligations under this Agreement, and
         (ii) upon execution of this Agreement by or on behalf of SCTSC, this
         Agreement constitutes its legal, valid and binding obligation of such
         party.

16.      So long as Client has any outstanding Transactions with SCTSC, Client
         represents, warrants and covenants as follows:

         a)       there is no financing statement, as such term is defined by
                  the Uniform Commercial Code as in effect in the State of New
                  York, now on file in any public office covering any Commodity
                  which is included in any outstanding Transaction, nor is there
                  any lien, security interest or encumbrance on any such
                  Commodity;

         b)       there are no proceedings pending or threatened before any
                  court, arbitrator or governmental or administrative authority,
                  instrumentality or agency that, in any one case or in the
                  aggregate, if adversely determined, would materially adversely
                  affect the financial condition or operations of Client or
                  result in cost, liability or expense in excess of $
                  5,000,000.00;




                                       8
<PAGE>


         c)       Client is a qualified individual or a business entity duly
                  organized, validly existing and in good standing under the
                  laws of the State of its incorporation or organization, and
                  Client has all necessary power and authority to own its
                  properties and to carry on its business as now being and
                  hereafter proposed to be conducted, without limitation or
                  restriction, and is duly qualified in all jurisdictions in
                  which the character of its properties or the nature of its
                  business requires such qualifications and Client has taken all
                  necessary action to authorize, execute, deliver and perform
                  this Agreement and each Transaction Confirmation;

         d)       this Agreement and the Transaction Confirmations shall
                  constitute a valid and binding legal obligation of Client,
                  enforceable in accordance with its terms, and the execution,
                  delivery and performance of this Agreement in accordance with
                  its terms do not and will not violate or conflict, result in a
                  breach of, or constitute a default under, any contract to
                  which Client is a party or by which it or any of its
                  properties may be bound;

         e)       at the time of transfer, Client will be the owner of all
                  Commodities, free from any adverse claim, option, warrant,
                  lien or any other right, title or interest of any party other
                  than SCTSC;

         f)       Client has and will have full power and lawful authority at
                  the time of transfer to convey, sell, and transfer to SCTSC
                  title to all Commodities and to grant if necessary to SCTSC a
                  valid security interest therein as herein provided, and no
                  consent, license, or approval of any person or entity
                  (including, but not limited to, any governmental authority or
                  agency) is required in connection therewith or for SCTSC's
                  ownership, purchase or sale of any Commodity;

         g)       Client has no place of business, offices where books of
                  accounts and records are kept, or places where the Commodities
                  are used, stored or located, except as set forth in Schedule A
                  annexed hereto, and the Client will notify SCTSC prior to any
                  change in the foregoing representation;

         h)       Client shall at all times maintain its records as to the
                  Commodities at its chief place of business at the address
                  referred to on Schedule A and at none other, except Client may
                  transfer such records to an off-site facility in accordance
                  with Client's internal policies relating to storage of
                  documents;

         i)       Client will not store, use or locate any of the Commodities at
                  any place other than as listed in Schedule A annexed hereto,
                  except upon prior written notice to SCTSC;




                                       9
<PAGE>


         j)       Client currently uses no business or trade names, except as
                  set forth on Schedule A annexed hereto, and covenants that it
                  will promptly notify SCTSC, in sufficient detail, of any
                  changes in, additions to, or deletions from the business or
                  trade names used by the Client;

         k)       Client agrees to pay and perform all of its obligations under
                  this Agreement according to their terms and to comply with all
                  acts, rules, regulations and orders of any legislative,
                  administrative or judicial body or official applicable to the
                  operation of its business, provided that Client may contest
                  any acts, rules, regulations, orders and directions of such
                  bodies or officials in any reasonable manner which will not,
                  in SCTSC's opinion, adversely affect SCTSC's rights in the
                  Commodities;

         l)       all Commodities subject to any Transaction hereunder will have
                  been acquired by Client from non-affiliated third parties in
                  the ordinary course of business during the four month period
                  preceding the date of any Transaction with respect thereto;
                  and

         m)       Client agrees, only with respect to any Commodities which are
                  subject to any Transaction, unless otherwise consented to by
                  SCTSC in writing:

                  (i)      not to sell, offer to sell, exchange, assign, loan,
                           deliver, mortgage or otherwise dispose of any of the
                           Commodities, including but not limited to sales in
                           the ordinary course of its business;

                  (ii)     to immediately deliver to SCTSC or SCTSC's agent all
                           documents, instruments or other writings representing
                           any of the Commodities or any rights thereto;

                  (iii)    to pay and perform all of the obligations under this
                           Agreement according to their terms;

                  (iv)     to keep all Commodities free and clear of any liens,
                           security interests, encumbrances, taxes and
                           assessments of any kind;

                  (v)      to advise SCTSC promptly, in sufficient detail, of
                           any substantial change in the Commodities, and of the
                           occurrence of any event which would have a material
                           effect on the value of the Commodities or on SCTSC's
                           interest therein;

                  (vi)     to comply with all acts, rules, regulations and
                           orders of any legislative, administrative or judicial
                           body or official applicable to the Commodities or any
                           part thereof or to the operation of its business,

                                       10
<PAGE>

                           provided that Client may contest any acts, rules,
                           regulations, orders and directions of such bodies or
                           officials in any reasonable manner which will not, in
                           SCTSC's opinion, adversely affect SCTSC's rights in
                           the Commodities; and

                  (vii)    to deliver to SCTSC copies of, or certificates of the
                           issuing companies with respect to, and endorsements
                           of, any and all policies of insurance owned by Client
                           covering or in any manner relating to the
                           Commodities, in form and substance satisfactory to
                           SCTSC, naming SCTSC as an additional insured (without
                           recourse for non-payment of premium) and sole loss
                           payee as its interest may appear and indicating that
                           the policy will not be terminated or reduced in
                           coverage or amount without at least ten (10) days'
                           prior written notice from the insurer to SCTSC. As
                           further security for the due payment and performance
                           of all obligations of the Client to SCTSC whether
                           under this Agreement or otherwise, the Client hereby
                           assigns to SCTSC all sums, including returned or
                           unearned premiums, which may become payable under or
                           in respect of any policy of insurance owned by Client
                           covering or in any manner relating to Commodities,
                           and the Client hereby directs each insurance company
                           issuing any such policy to make payment of such sums
                           directly to SCTSC.

17.      As a condition precedent to the effectiveness of this Agreement, Client
         shall have delivered to SCTSC, in form and substance satisfactory to
         SCTSC, the documents listed in Exhibit B annexed hereto.

18.      The parties will enter into each Transaction hereunder in consideration
         of and in reliance upon the fact that all Transactions hereunder
         constitute a single business and contractual relationship and have been
         made in consideration of each other. Accordingly, payments made by
         either party in respect of any Transaction shall be deemed to have been
         made in consideration of payments in respect of any other Transaction
         entered into hereunder.

19.      In respect of this Agreement and each Transaction entered into from
         time to time hereunder, each party hereto acknowledges and confirms
         that:

         a)       Each purchase by SCTSC of a Commodity from Client as
                  contemplated herein is a "forward contract" and each party is
                  a "forward contract merchant" as those terms are defined in
                  the U.S. Bankruptcy Code; and

         b)       All payments made in connection with this Agreement and any
                  Transactions hereunder constitute "settlement payments" as
                  that term is defined in the U.S. Bankruptcy Code.



                                       11
<PAGE>


20.      Although the parties intend that all Transactions hereunder be
         purchases and sales and not loans, in the event any Transaction is
         deemed to be a loan or financing, Client shall be deemed to have
         pledged and hereby pledges, assigns and grants to SCTSC as security for
         the performance by Client of all of Client's obligations to SCTSC,
         whether now existing or hereafter arising, direct or indirect, due or
         to become due, matured or unmatured, or absolute or contingent, a first
         priority security interest in and lien on all of the Commodities with
         respect to all Transactions hereunder and all of the documents of title
         delivered to SCTSC pursuant to this Agreement and all proceeds thereof,
         and this Agreement shall constitute a valid and binding security
         agreement under applicable law. SCTSC shall have all of the rights and
         remedies of a secured party under the Uniform Commercial Code of the
         State of New York and other applicable law with respect to such
         security interest.

21.      Notwithstanding anything to the contrary contained herein or any
         Transaction Confirmation, SCTSC's only obligation to Client is to
         deliver , against payment, the documents with respect to Commodities,
         which SCTSC purchased or received from Client pursuant to this
         Agreement and any Transaction Confirmation or the equivalent thereof.
         ALL WARRANTIES BY SCTSC, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER,
         INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS, ARE EXCLUDED.

22.      Whether or not any Transaction is consummated, the Client shall
         reimburse SCTSC, promptly upon demand, for all costs and expenses
         incurred by SCTSC, including, without limitation, legal fees and
         disbursements, in connection with or arising from the execution,
         delivery, administration, amendment, modification or enforcement of
         this Agreement, including, without limitation, legal fees and
         disbursements arising from the defense of any claim, counterclaim or
         proceeding asserted or commenced by Client against SCTSC.

23.      THIS AGREEMENT AND EACH TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED
         IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
         CHOICE OF LAW PRINCIPLES. CLIENT HEREBY AGREES THAT ANY LEGAL ACTION OR
         PROCEEDING AGAINST IT WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN
         THE COURTS OF THE STATE OF NEW YORK IN THE CITY OF NEW YORK OR THE
         UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS SCTSC
         MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, THE CLIENT ACCEPTS
         AND CONSENTS TO, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
         AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND
         AGREES THAT SUCH JURISDICTION SHALL BE EXCLUSIVE, UNLESS WAIVED BY
         SCTSC IN WRITING, WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING
         BROUGHT BY THE CLIENT AGAINST SCTSC AND ANY QUESTIONS RELATING TO
         USURY. NOTHING HEREIN SHALL LIMIT


                                       12
<PAGE>

         SCTSC'S RIGHT TO BRING PROCEEDINGS AGAINST THE CLIENT IN ANY OTHER
         JURISDICTION. THE CLIENT HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
         INCLUDING WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR
         BASED ON THE GROUNDS OF FORUM-NON-CONVENIENS WHICH THE CLIENT MAY NOW
         OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH SUIT, ACTION OR
         PROCEEDING IN SUCH RESPECTIVE JURISDICTION. AFTER REVIEWING THIS
         PROVISION SPECIFICALLY WITH ITS RESPECTIVE COUNSEL, EACH OF THE CLIENT
         AND SCTSC HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
         AND ALL RIGHTS EITHER SCTSC OR THE CLIENT MAY HAVE TO A TRIAL BY JURY
         IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN
         CONNECTION WITH, THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF
         DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF SCTSC OR
         THE CLIENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR SCTSC TO ENTER
         INTO TRANSACTIONS.

24.      a) No express or implied waiver of any Event of Default by SCTSC shall
         constitute a waiver of any other Event of Default and no exercise of
         any remedy hereunder by SCTSC shall constitute a waiver of SCTSC's
         right to exercise any other remedy hereunder. No modification or waiver
         of any provisions of this Agreement and no consent by SCTSC to a
         departure from the terms hereof shall be effective unless and until
         such shall be in writing and duly executed by SCTSC. Without limitation
         of any of the foregoing, the failure on any occasion to exercise any
         remedy or to give any notice pursuant to any provisions hereof shall
         not constitute a waiver of the right to exercise such remedy or give
         such notice on any other occasion.

         b)       Each and every right granted to SCTSC hereunder or in
                  connection herewith, or allowed to it by law or equity, shall
                  be cumulative and may be exercised from time to time.

         c)       The due payment and performance of Client's obligations under
                  this Agreement shall be without regard to any counterclaim,
                  right of offset or any other claim whatsoever which the Client
                  may have against SCTSC, and no such counterclaim, right of
                  offset or other claims shall be asserted by the Client in any
                  action or proceeding instituted by SCTSC for payment or
                  performance of such obligations of the Client.

         d)       At any time and from time to time, upon the request of SCTSC,
                  the Client shall execute and deliver or cause to be executed
                  and delivered such further documents and instruments as SCTSC
                  may request in order to fully effect the purpose of this
                  Agreement and the Transaction Confirmations.



                                       13
<PAGE>

         e)       All representations, warranties and agreements made herein
                  shall survive the delivery of this Agreement and each
                  Transaction Confirmation.

         f)       Any provision of this Agreement which is prohibited or
                  unenforceable in any applicable jurisdiction shall, as to such
                  jurisdiction, be ineffective to the extent of such prohibition
                  or unenforceability without invalidating the remaining
                  provisions hereof or affecting the validity or enforceability
                  of such provision in any other jurisdiction. To the extent
                  permitted by applicable law, the Client hereby waives any
                  provision of law which renders any provision hereof prohibited
                  or unenforceable in any respect.

Please signify your agreement to the terms and conditions set forth herein by
countersigning and returning to SCTSC the enclosed copy of this Agreement.

Very truly yours,

Standard Chartered Trade Services Corporation

By:  /s/ Allan J. Lee                             By: /s/ William R. Leute III
     ---------------------------------------          -------------------------
Authorized Officer                                Authorized Officer

Name:  Allan J. Lee                               Name: William R. Leute, III
       -------------------------------------            -----------------------

Title:  Senior Vice President                     Title:  President & CEO
        ------------------------------------              ---------------------

Agreed and accepted:
EOTT Energy Operating Limited Partnership

By:  EOTT Energy Corp., its general partner

By:  /s/  Susan Ralph      mms
     -------------------------------
Authorized Officer

Name:  Susan Ralph
       -----------------------------

Title: Treasurer
       --------------------



                                       14
<PAGE>


EXHIBIT A TO COMMODITY REPURCHASE AGREEMENT


                            TRANSACTION CONFIRMATION


TO:            EOTT Energy Operating Limited Partnership{"Client"}
                           ATTN: Ms. Susan Ralph

FROM:          Standard Chartered Trade Services Corporation ("SCTSC")

DATE:

Re:  Commodity Repurchase Agreement (the "Agreement") dated February     , 1998


Dear Sirs,

Reference is made to the Commodity Repurchase Agreement dated February ____,
1998 (as amended, modified or supplemented from time to time, the "Agreement")
between EOTT Energy Operating Limited Partnership and SCTSC. This confirmation
is delivered pursuant to Section 1 (d) of the Agreement and shall be deemed to
be a part of the Agreement. All provisions contained in the Agreement govern
this Confirmation, except as expressly provided below.

The terms of the particular Transaction to which this Confirmation relates are
as follows:

-        Commodity Type and Location(s):

-        Amount of Commodity:

-        Total purchase price payable by SCTSC:

-        Value Date:

-        Repurchase Date:

-        Hedge Account details:

-        Resale Price:

-        Account for payments to SCTSC: [*]

-        Account for payments to Client:




                                       15
<PAGE>


Please confirm that the foregoing terms set forth our agreement by executing a
copy of this Confirmation below and returning it to us by facsimile.

Very Truly Yours,

Standard Chartered Trade Services Corporation


By:                                       By:
    --------------------------------         -----------------------------------
Authorized Officer                           Authorized Officer

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


Confirmed on the date first written above.

EOTT Energy Operating Limited Partnership

By:  EOTT Energy Corp., its general partner


By:
    --------------------------------
Authorized Officer

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



                                       16
<PAGE>


EXHIBIT B TO COMMODITY REPURCHASE AGREEMENT

                                LIST OF DOCUMENTS


1.   Copy of partnership agreement certified by appropriate person
2.   Copy of Partnership Certificate
3.   Partnership Declaration and Agreement reflecting authorized signatories
4.   If documents are executed by an officer of a corporate general partner:
         Certificate as to Resolutions and Incumbency including the following
         attachments:
         a        Certified copy of certificate of incorporation
         b        By-Laws certified by the Secretary
         c        Good standing certificate
5.   Lien search reports - locations and names indicated in Schedule A
6.   Negotiable title documents endorsed to the order of SCTSC


                                       17
<PAGE>


SCHEDULE A








                    INFORMATION TO BE PROVIDED BY THE CLIENT




-    Client's place of business (chief executive office)

-    Offices where Client books of account and records are kept (other than
     off-site locations used for storage of documents)

-    Places where Commodities are used, stored or located

-    Client's business or trade name(s)



                                       18
<PAGE>


                EXAMPLE OF THE WORDING FOR A HOLDING CERTIFICATE

                             [LETTERHEAD OF ISSUER]


                               HOLDING CERTIFICATE

Date  _____________________

Standard Chartered Trade Services Corporation
7 World Trade Center
New York, New York  10048-2627

Attn: John McArthur
AVP Trade Operations

Dear Sirs,

This document is a negotiable document of title under the Uniform Commercial
Code. This document evidence that the goods covered hereby shall be delivered to
the order of Standard Chartered Trade Services Corporation or its endorsees or
assigns.

As of this date, the undersigned, (Issuer) , holds the following material to
your order.

QUANTITY          DESCRIPTION OF GOODS               LOCATION




This quantity of material will not be released or delivered to any other person
except on your written instructions. This document evidences that the holder is
entitled to receive, hold and dispose of this document and the goods it covers.
The undersigned is a bailee of the goods covered by this document.

Sincerely,

[ISSUER]

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





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