EXHIBIT 10.14
Getty [LOGO]
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GETTY PETROLEUM MARKETING INC.
125 JERICHO TURNPIKE
JERICHO, NY 11753
(516)338-6000


April 8, 1997



125 Jericho Turnpike
Jericho, New York 11753

Dear                :

         I am writing to confirm to you that the "change of control" Agreement
between you and Getty Petroleum Corp. dated December 9, 1994, as amended on
March 7, 1996 (the "Agreement"), became effective on March 21, 1997, which was
the date of the distribution of the stock of Getty Petroleum Marketing Inc.
("Marketing") to the Getty Petroleum Corp. stockholders. All capitalized terms
not specifically defined herein shall have the same meaning as set forth in the
Agreement.

         Accordingly, the 36-month period referred to in paragraph 1 of the
Agreement will commence on March 21, 1997 and shall remain in full force and
effect until it terminates on March 20, 2000. During this 36-month period the
Company will continue to pay you biweekly not less than your base salary in
effect on March 21, 1997, which amount is set forth in paragraph 1 of the
attached Schedule ("Base Salary"). In addition, at the end of each of the next
three 12-month periods beginning March 21, 1997 (each an "Agreement Year") the
Company will pay to you on or prior to March 21 an additional amount which shall
not be less than the difference between (1) the Guaranteed Salary set forth in
paragraph 2 of the attached Schedule and (2) the sum of (a) the Base Salary paid
to you, (b) the amount paid by the Company on your behalf to the 401-K Plan, (c)
the bonus paid to you pursuant to the ICP, and (d) the amount paid on your
behalf pursuant to the Supplemental Deferred Compensation Plan, in each case
during the Agreement Year (the sum of all the payments described in the
foregoing clause (2) being hereinafter referred to as "Actual Compensation").
The foregoing obligations for the third Agreement Year shall be payable by March
21, 2000 and, accordingly, such Agreement shall survive in the event the
aforementioned payments are not made before March 20, 2000--the date of
termination of the Agreement.

         Notwithstanding the preceding paragraph, in the event that you leave
the employment of the Company the balance of your Guaranteed Salary (in excess
of the Actual Compensation previously paid to you in the then current Agreement
Year) prorated through the last day of your employment for the then current
Agreement Year, shall be paid to you (and/or any payee you designate) on the
last day of your employment. ( For example, if you leave the Company on
September 21, 1997, you would be paid 50% of your Guaranteed Salary for this
Agreement Year, less the Actual Compensation you received prior to September 21,
1997 for such six-month period.) Thereafter, the Guaranteed Salary for the
remainder of the Agreement Year and for the remainder





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April 8, 1997
Page 2


of the term of the Agreement shall be paid on a biweekly basis to you and/or to
payees whom you may select; provided, however, such payments shall be reduced by
any amounts of similar compensation you may receive from another employer as
provided in paragraph 3 of the Agreement.

         Attached hereto is a Schedule setting forth your current Base Salary,
and your Guaranteed Salary and how it was calculated, using the prior 36-month
period ended March 21, 1997 as the base period. Should the Company in its sole
discretion elect during any Agreement Year to pay to you (or the appropriate
payee on your behalf) more than your Guaranteed Salary for such period, the
Company's obligation to you under the Agreement for subsequent Agreement Years
shall continue to be to pay you your Guaranteed Salary for each Agreement Year,
without giving effect to prior payments in excess of the Guaranteed Salary.

         The amount owed to you under paragraph 2A of the Agreement is set forth
in paragraph 3 on the attached Schedule and will be paid to you on or before
April 15, 1997. The ICP Award to be paid under Paragraph 2A of the Agreement and
the Supplemental Deferred Compensation paid on March 25, 1997 relate to the
fiscal year ended January 31, 1997, and such amounts shall not be included for
the purpose of determining the Guaranteed Salary or Actual Compensation received
during any Agreement Year. The ICP Awards and Supplemental Deferred Compensation
paid for fiscal years ended January 31, 1998, 1999 and 2000 shall be included in
determining the Actual Compensation for each related Agreement Year during the
36-month period following March 21, 1997. Such ICP Awards shall be computed in
accordance with the ICP Plan (including goals and formula) adopted for each such
fiscal year by the Compensation Committee of the Board of Directors. Your ICP
Award to be paid pursuant to Paragraph 2A of the Agreement consists of
$_________, reflecting the compensation formula adopted by a majority of the
Compensation Committee of the Board, and $________, reflecting the Board's
recognition of your efforts in effecting the "Spin-Off" of Marketing.

         Finally, in the event there is a subsequent "change of control", the
Agreement, as implemented hereunder, shall remain in full force and effect for
the 36-month term set forth herein and any subsequent "change of control" shall
not result in the amendment or extension of the Agreement.

Very truly yours,
GETTY PETROLEUM MARKETING INC.


LEO LIEBOWITZ
President

Accepted and Agreed to this
____ day of April 1997:

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April 8, 1997
Page 3
                                    SCHEDULE
                                       TO
                                CHANGE of CONTROL
                               CONFIRMATION LETTER

                            For ____________________

1.  Base Salary: Base salary as of March 21, 1997 is defined as $___________ per
annum, payable in biweekly installments of $__________________ each.

_____________________________________________________


2.  Guaranteed Salary:
    ------------------

                          Three 12 month periods ended:
                          -----------------------------

                      (3/21/95)            (3/21/96)         (3/21/97)
                      ---------            ---------         ---------

BASE SALARY             ____                 ____               ____

SUPPLEMENTAL
DEFERRED
COMPENSATION            ____                 ____               ____

401-K PLAN              ____                 ____               ____

ICP                     ____                 ____               ____

TOTAL                  $____                $____              $____
                       =====                =====              =====


Total Compensation for prior 36 months equals
$_____________ divided by 3 equals your Guaranteed Salary of $_________________

______________________________________________________


3. ICP Award:

ICP Award for fiscal year 1997 per paragraph 2A of the Agreement shall be not
less than $___________.


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