MANAGEMENT AGREEMENT

     This Management Agreement dated as of April 1, 1998, and is by and 
between COMMONWEALTH LUBES, INC., a Florida corporation having offices at 790 
Pershing Road, Raleigh, North Carolina 27608 ("Owner") and NAVIGATOR 
MANAGEMENT, INC., a Florida corporation having offices at 790 Pershing Road, 
Raleigh, North Carolina 27608 ("Manager").

     1.      Appointment.  Owner has ownership of "Jiffy Lube" service centers 
located in eastern Virginia and an exclusive franchise and development license 
from Jiffy Lube International, Inc. ("JLI") for such area, and pursuant to 
such license, the Owner intends to develop additional Jiffy Lube service 
centers (the existing and to-be-built service centers and the area development 
rights and license are hereinafter collectively referred to as the 
"Franchise").  Owner hereby engages Manager, as an independent contractor, and 
not as a servant or employee, to operate, manage and maintain the Franchise in 
accordance with the terms and conditions set forth in this Management 
Agreement, and Manager hereby accepts such engagement.

     2.      Powers and Duties of Manager.  Owner hereby hires Manager, and 
Manager agrees, to diligently exercise and perform the following functions:

a) Operations.  To supervise the billing and collection of revenues 
from the service centers; and to supervise the purchase of 
supplies and inventory required for the operation of each service 
center comprising the Franchise, and supervise the payment of all 
bills therefore.
 
b) Maintenance and Repair.  To cause to be maintained any real 
property owned or leased by the Franchise, including sidewalks, 
signs, parking lots and landscaping; to cause to be made and 
supervise minor alterations as required; and to report promptly to 
Owner, with written confirmation thereof, any conditions in any 
property requiring the attention of Owner.
 
c) Employees.  To select, supervise, direct, and, if necessary, 
recommend to the Partnership the discharge of such employees, 
agents, or independent contractors as shall be hired by the Owner 
in connection with the operation of the Franchise.  It is 
understood and agreed that such persons shall be hired by the 
Owner, and not the Manager, shall be paid by the Owner, and may be 
affiliates or employees or agents of affiliates of the Manager.  
Manager shall use its best efforts to insure that Owner is in 
compliance with all state and federal labor and tax laws, 
including, but not limited to, FSLA, federal withholding tax laws, 
FICA and federal and state unemployment insurance laws.
 
d) Utilities and Service Contracts.  To make arrangements for 
electricity, gas, fuel, water, and telephone, and to make 
contracts in the name of Owner for window cleaning rubbish 
hauling, landscaping, pest control, HVAC, security and other 
maintenance services, or such of them as Manager shall deem 
advisable.
 
e) Taxes:  Licenses and Permits.  To send to Owner, upon receipt; all 
notices of assessment or reassessment and tax bills affecting any 
real property owned or leased by the Franchise, and to pay or 
cause to be paid when due real property taxes and assessments and 
employee taxes.  To acquire and keep in force all licenses and 
certificates and permits required for the operation of the 
Franchise.
 
f) Insurance.  To arrange in the name of and for the benefit of the 
Owner, with reputable companies subject to the approval of Owner, 
insurance against such perils and liability and in such amounts as 
Owner shall from time to time instruct.
 
g) Real Estate.  To monitor all properties owned by Owner and to 
assist Owner in complying with the provisions of all leases to 
which the Owner is a party.
 
h) Loans.  In coordination with the Owner, administer loans in 
existence and those made in the future, and negotiate any 
refinancings of such loans as may be requested by Owner.
 
i) Expenses.  To cause to be paid out of the gross receipts and the 
operating reserve of the Owner all normal and proper operating 
expenses of the Franchise incurred in the performance of the 
duties required to be performed by Manager under this Management 
Agreement, including, but not limited to, reasonable and necessary 
costs of insurance, taxes, licenses, utilities, maintenance and 
repairs, advertising, travel and entertainment, rent, royalty 
fees, payroll and payroll taxes, training and employment of 
personnel to manage, market and operate the Franchise, and legal 
and accounting services.  It is expressly agreed that Manager 
shall not be responsible for the payment of the salaries, wages, 
or costs of any persons whom it may supervise under this 
Management Agreement (other than compensation payable to Manager's 
employees), and Owner hereby affirms its understanding that such 
persons shall be paid by Owner or another affiliate of Owner.
 
j) Accounting.  To cause to be kept at such place as Owner may 
approve, separate, adequate and detailed books and records 
covering the operation, maintenance, and management of the 
Franchise and all matters arising under this Management Agreement, 
including without limitation, properly receipted vouchers covering 
all expenses and disbursements.  Owner and its designee shall at 
all times have access to such books and records and shall have the 
right to audit such books and records at any time.  Manager shall 
also cause to be prepared for JLI such reports as are required by 
the license agreement and area development agreement executed by 
the Owner and JLI, and in conjunction with such reports, cause to 
be made the remittances to JLI as may be required of the Owner 
pursuant to the aforesaid license agreements and area development 
agreement; to cause to be generated on a monthly basis an income 
statement for each service center and consolidated statements of 
the Franchise, including a balance sheet; to cause to be prepared 
daily summaries of operations for each service center; to cause to 
be generated monthly accounts receivable listings for fleet and 
special customers; and to cause to be sent out billings each month 
to these customers and to supervise the monitoring of collections 
thereof; and to cause to be maintained an accounts payable system, 
including preparation of the Owner's checks in payment of such 
payables.
 
k) Bank Account.  To cause to be deposited all funds collected from 
the operation of the Franchise, or in any way incidental thereto, 
in a bank account separate from the Manager's personal account and 
all other accounts in a bank approved by Owner, its being 
understood that all funds so deposited in such account shall be 
held in trust for Owner.  Manager may cause to be endorsed any and 
all checks drawn to the order of owner for deposit in such bank 
account for the purpose of paying the expenses mentioned in 
subparagraph (i) above out of the gross receipts of such account.
 
l) Compliance with Laws.  To assist Owner in keeping the Franchise in 
compliance with all relevant governmental laws, ordinances, 
regulations and orders; to furnish Owner promptly with any and all 
notices, legal or otherwise, of any governmental authority 
relating to the Franchise which have been served upon Manager; and 
to provide document review by outside legal counsel retained by or 
on behalf of Owner in connection with the administration of the 
Owner's affairs.

     The powers granted to Manager may be exercised by Manager or any 
designee of Manager.  To the extent Manager designates any third party to 
perform any services of Manager (i) Manager shall nevertheless remain 
responsible for the management of the Franchise and (ii) the costs payable by 
the Owner pursuant to this Management Agreement shall not be increased by 
reason of such designation. 

     Any powers not expressly granted to Manager are reserved by Owner.

3.	Term.

a) This Management Agreement shall be effective and in force until 
the termination of the last Franchise Agreement between the Owner 
and JLI (or any successor or successors thereto) with respect to 
any of the service center to which this Management Agreement 
pertains, unless sooner terminated as provided herein.
 
b) Notwithstanding the provisions of subparagraph (a) above, the 
Owner may, at its option, terminate this Management Agreement at 
any time, upon notice to the Manager, upon (i) Manager's gross 
negligence, willful misfeasance or material breach in the 
performance of its duties under this Management Agreement, 
provided that Manager shall be entitled to written notice of such 
breach and the opportunity to cure same, or, at a minimum, 
commence the process of curing same, within 10 business days of 
the receipt of the notice; (ii) the filing of a petition in 
bankruptcy by or against Manager (if filed against the Manager, 
and the petition is not discharged within 60 days of such filing) 
or an assignment for the benefit of creditors by Manager or any 
proceeding under any insolvency act by Manager, or (iii) the sale 
or other disposition of the Franchise.
 
c) Upon the termination of the agreement, Manager shall deliver to 
Owner all books, records, documents, funds and the like maintained 
in connection with the operation of the Franchise, and shall 
render a final accounting to Owner within 30 days of termination, 
reflecting the balance of income and expense as the date of 
termination.

4.  Compensation. 
a) Calculation.  The Management Fee shall, with respect to any 
service centers in excess of thirty-four, be calculated and 
payable on the basis of all of the JLI service centers owned or 
operated by Lucor, Inc., directly, or through one or more 
affiliates, including the Owner (collectively referred to below as 
the "Lucor Service Centers"), as follows:		
 
 Number of Lucor        	Management Fee
 Service Centers        	Per Service Center
 1 - 34		                  	4.50%
 34 - 70		                 	3.00%
 71 - 100		                	2.25%
 More than 100	            	1.50%
 
 As an example, assuming that as of the date hereof there are 
thirty-four Lucor Service Centers, the Management Fee payable with 
respect to the thirty-fifth Lucor Service Center, whether or not 
operated by the Owner, would be 3%.  If the Owner were to operate 
any additional Lucor Service Center, the Management Fee payable 
with respect to that service center would be determined by the 
schedule provided above.   For the purposes hereof, payment for a 
particular service center shall begin for that first full month 
following commencement of operations for such center.  Manager 
shall be entitled to reimbursement of all reasonable and necessary 
travel, entertainment and similar out-of-pocket expenses incurred 
in the performance of its duties under this Management Agreement.
 
b) No Minimum.  No minimum monthly or annual Management Fee shall be 
payable with respect to any Lucor Service Center.
     5.      Assignment; Successors and Assigns.  This Management 
Agreement shall be binding upon and inure to the benefit of the parties 
hereto, and their respective legal representatives, successors and assigns.

     6.      No Joint Venture.  This Management Agreement shall not be 
construed as in any way establishing a partnership, joint venture, express or 
implied agency, or employer-employee relationship between Owner and Manager.

     7.      No Waiver.  No consent or waiver, express or implied, by the 
Owner to or of any breach of covenant, condition, or duty of Manager shall be 
construed as a consent or waiver to or of any other breach of the same or any 
other covenant, condition or duty.

8.	Notices.  Any notice, demand, report, consent, approval or other 
communications which either party is required or may desire to give to or make 
upon the other party shall be in writing and shall be served by the United 
States Postal Service,  by registered or certified mail, return receipt 
requested, addressed to the address of the party to be notified set forth 
above (or to such other address as either party may designate by notice to the 
other).  Notices shall be deemed given when received, but if delivery is not 
accepted, on the third business day after the same is deposited with the 
United States Postal Service.

     9.      Governing Law; Amendments.  This Management Agreement shall 
be construed and enforced in accordance with the laws of the State of Florida.  
This Management Agreement may not be amended, modified, discharged, or changed 
in any respect whatsoever, except by a further agreement in writing duly 
executed by the parties hereto.
	
     IN WITNESS WHEREOF, the parties have executed this instrument as 
of the date indicated above.

					MANAGER:
					NAVIGATOR MANAGEMENT, INC.



         /s/ Jerry B. Conway
					BY:_______________________________
					   Jerry B. Conway,	
        President 

					OWNER:
					COMMONWEALTH LUBES, INC.


         /s/ Stephen P. Conway
					BY:________________________________
					   Stephen P. Conway, 
        President