IN THE UNITED STATES BANKRUPTCY COURT
           FOR THE WESTEN DISTRICT OF PENNSYLVANIA


IN RE:                                        BANKR. NO.: 03-
23238-MBM

PETROL REM, INC.                              CHAPTER 11

     Debtor                                   DOCUMENT NO.
57


PETROL REM, INC.,
     Movant


v.


EDWARD LOFTON;INTCO, INC.;
     Respondents.


                       ORDER OF COURT

     AND NOW, to-wit, this 16th day of December, 2003, upon
consideration of the Debtor's Notion to Sell Property Free
and Clear of Liens and Encumbrances, and after hearing in
open Court, it appearing as follows:
     1.   That proof of service of Motion for Sale and the Order
          setting the hearing on the within Motion was filed with the
          Court showing that service was effected by United States
          First Class mail, postage pre-paid on the above captioned
          Respondents. Further, sufficient notice of this sale has
          been provided to creditors pursuant to the proof of service
          of the notice of sale;
2.   That the property to be sold is or may be encumbered by
the following liens and encumbrances:
     Mortgages:     None
     Judgments & Miscellaneous Liens:
          A.   Edward Lofton, Intco, Inc. v. Debtor, GD02-
     022453 Allegh. Cty. C.P. Court, $306,180 judgment and
     levy on the Property;
     And any other liens of the above captioned Respondents.
     3.   That sufficient notice of the sale and the hearing
          thereon was given to creditors and other parties of interest
          by the Moving party as shown by the Certificate of Mailing
          previously filed with the Court.
4.   That notice of sale was advertised in accordance with
the local rules of Bankruptcy Procedure and Proofs of
Publication filed or to be filed with the Court.
5.   That the sale price is a full and fair price for the
within described property sold.
6.   The Debtor's estate holds title or the right to sell
the Property (consistent with Pittsburgh Food and Beverage,
Inc. v. Ranallo, 112 F.3d 645 (3rd Cir. 1997). Further, the
purchaser is acting in good faith in respect to the sale and
in accordance with In Re Abbotts Dairies of Pennsylvania,
Inc., 788 F.2d 143 (3rd Cir. 1986);
     It is hereby ORDERED, ADJUDGED, and DECREED as follows:
          A.   That the sale of the Property be and hereby is
               confirmed to Universal Remediation Co. or his\her\its
               assigns for the sum of $100,000.00 and pursuant to the
               terms, conditions, and provisions of the Agreement and the
               Motion to Sell;
          B.   The sale shall be free and divested of all liens and
               encumbrances of the Respondents;
C.   Any mortgages, judgments, liens and encumbrances and\or
claims of the Respondents, divested by this sale, shall
attach, to the extent of their validity and priority, to the
proceeds generated by the sale;
          D.   The terms and provisions of the Motion and the
               Agreement be and hereby are approved; any successful
               purchaser be and hereby is deemed to have agreed to such
               terms and provisions; &
          E.   The Debtor be and hereby is authorized to execute such
               documents reasonably necessary to close on the sale of the
               Property to the successful purchaser and to transfer title
               to the successful purchaser, including, but not limited to,
               a bill of sale.


                                             BY THE COURT: