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                                                                   Exhibit 10.80

                        ASSET PURCHASE AND SALE AGREEMENT

                                     between

                     WILLIAMS REFINING & MARKETING, L.L.C.,
         WILLIAMS GENERATING MEMPHIS, L.L.C., WILLIAMS MEMPHIS TERMINAL,
                                      INC.,
                  WILLIAMS PETROLEUM PIPELINE SYSTEMS, INC. AND
                        WILLIAMS MID-SOUTH PIPELINES, LLC

                                     Sellers

                                       and

                          THE WILLIAMS COMPANIES, INC.,

                               Sellers' Guarantor

                                       and

                        THE PREMCOR REFINING GROUP, INC.

                                    Purchaser

                                       and

                                  PREMCOR INC.

                              Purchaser's Guarantor

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                        ASSET PURCHASE AND SALE AGREEMENT

         This Asset Purchase and Sale Agreement (the "Agreement") is made and
entered into as of the 25th day of November, 2002, by and among Williams
Refining & Marketing, L.L.C. ("Refining"), Williams Generating Memphis, L.L.C.
("Generating"), Williams Memphis Terminal, Inc. ("Terminal"), Williams Petroleum
Pipeline Systems, Inc. ("Pipeline"), Williams Mid-South Pipelines, LLC
("Mid-South"), and The Williams Companies ("Sellers' Guarantor") and Premcor
Refining Group, Inc., a Delaware corporation ("Purchaser") and Premcor Inc., a
Delaware corporation ("Purchaser's Guarantor"). Any reference in the Agreement
to "Sellers" shall mean either all or each of Refining, Generating, Terminal,
Pipeline and/or Mid-South, whichever currently owns the Assets referred to or
relevant in the particular context.

                                    RECITALS

         A.       Sellers own refining and marketing assets located in and
around Memphis, Tennessee, which consist of a light sweet crude refinery,
commonly known as the Memphis Refinery (the "Refinery"), and other related
storage, terminal, pipeline, supply, distribution and logistics assets and
include crude oil storage facilities at St. James and Sugarland, Louisiana and
the peaking power plant owned by Sellers' Affiliate and located adjacent to the
Refinery. The business and Operations conducted by the Sellers are sometimes
referred to in this Agreement as the "Business."

         B.       Sellers desire to sell or cause the sale and Purchaser desires
to buy the Assets, as hereinafter defined.

         C.       Purchaser, Sellers, Purchaser's Guarantor and Sellers'
Guarantor (the "Parties") desire to evidence their agreement to the terms and
conditions of the purchase and sale of the Assets as set forth in this
Agreement.

         In consideration of the recitals and the representations, warranties
and covenants set forth in this Agreement and the agreements contemplated
hereby, the Parties hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1      Defined Terms. As used in this Agreement, each of the
following terms has the meaning specified below:

         "Affiliate" means, with respect to any Person, each other Person that
directly or indirectly (through one or more intermediaries or otherwise)
controls, is controlled by, or is under common control with such Person. The
term "control" (including the terms "controlled by" and "under common control
with") means the possession, directly or indirectly, of the actual power to
direct or cause the direction of the management policies of a Person, whether
through the ownership of stock, by contract, credit arrangement or otherwise.

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         "Agreement" means this Asset Purchase and Sale Agreement, as amended,
supplemented or modified from time to time in accordance with the express terms
hereof.

         "Applicable Law" means any applicable statute, law, ordinance, rule or
regulation, including Environmental Law.

         "Assets" means the Improvements, the Contracts, the Equipment, the Real
Property, the Williams Feedstock Inventory, the Williams Product Inventory, the
Williams Other Inventory, Prepaid Expenses and Deposits, Records and the
Williams Other Assets, but shall exclude (i) the Excluded Assets and (ii) all of
those assets now owned by Sellers or hereafter acquired by Sellers and which are
transferred, used or otherwise disposed of prior to Closing in the ordinary
course of business.

         "Base Purchase Price" has the meaning specified in Section 2.2.

         "Base Rate" shall mean the lesser of (i) the per annum rate of interest
calculated on a daily basis using the 3-month Treasury Bill rate published in
the Wall Street Journal for the applicable day (with the rate for any day for
which such rate is not published being the rate most recently published) plus
two hundred (200) basis points; and (ii) the maximum nonusurious rate of
interest permitted by Applicable Law, such Base Rate to be adjusted
automatically as and to the extent that either (i) or (ii) immediately above
changes from time to time.

         "Business" has the meaning specified in the Recitals to this Agreement.

         "Business Employee" has the meaning specified in Section 6.9(a) of this
Agreement.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, or any successor statutes and any
regulations promulgated thereunder.

         "CERCLIS" means the Comprehensive Environmental Response, Compensation
and Liability Information System List.

         "Claim" has the meaning specified in Section 9.1.

         "Closing" means the consummation of the purchase and sale of the Assets
contemplated by this Agreement.

         "Closing Date" has the meaning specified in Section 3.1.

         "Closing Purchase Price" has the meaning specified in Section 2.2.

         "Code" means the Internal Revenue Code of 1986, as amended.

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         "Contracts" means all commercial contracts and agreements (including
Material Contracts) relating to the Assets, the Business or the Operations and
to which a Seller is a party.

         "Confidentiality Agreement" means the letter agreement dated July 10,
2002, between Purchaser or Purchaser's Affiliate and Sellers or Sellers'
Affiliate relating to the furnishing of information to Purchaser in connection
with Purchaser's evaluation of the possibility of the transactions contemplated
in this Agreement.

         "CPA Firm" has the meaning specified in Section 2.4(c).

         "Deductible" has the meaning specified in Section 9.3(b).

         "Disclosure Schedule" means the Disclosure Schedule attached hereto and
any documents listed on such Disclosure Schedule and expressly incorporated
therein by reference.

         "Dispute" has the meaning specified in Section 11.1.

         "Effective Time" means 12:0 1 a.m. Central time on the day of the
Closing Date.

         "Environmental Law" means any applicable federal, state, local or
foreign statute, code, ordinance, rule, regulation, policy, guideline, permit,
consent, approval, license, judgment, order, writ, decree, common law,
injunction or other authorization in effect on the date hereof or at a previous
time relating to (a) emissions, discharges, releases or threatened releases of
Hazardous Materials into the natural environment, including into ambient air,
soil, sediments, land surface or subsurface, buildings or facilities, surface
water, groundwater, publicly-owned treatment works or land; (b) the generation,
treatment, storage, disposal, use, handling, manufacturing, transportation or
shipment of Hazardous Materials; or (c) otherwise relating to the pollution of
the environment, solid waste handling treatment or disposal, protection of
environmentally sensitive areas or protection of human health, including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 U.S.C. Section 9601 et seq.; the Toxic Substance
Control Act, 15 U.S.C. Section 2601 et seq.; the Hazardous Materials
Transportation Act, 49 U.S.C. Section 1802 et seq.; the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901 et seq.; the Clean Water Act, 33 U.S
..C. Section 1251 et seq.; the Safe Drinking Water Act, 42 U.S .C. Section 300F
et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Oil Pollution
Act of 1990, 33 U.S.C. Section 2701 et seq., and any other federal, state and
local legal requirements relating to: (i) a Release or the containment, removal,
remediation, response, cleanup or abatement of a Hazardous Substance; (ii) the
manufacture, generation, formulation, processing, labeling, distribution,
introduction into commerce, use, treatment, handling, storage, or transportation
of a Hazardous Substance; (iii) exposure of persons, including employees, to a
Hazardous Substance; (iv) occupational safety or health matters; and (v) the
physical structure or condition of a building, facility, fixture or other
structure, including, without limitation, those relating to the management, use,
storage, disposal, cleanup or removal of asbestos, asbestos-containing
materials, polychlorinated biphenyls or any other Hazardous Substance.

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         "Environmental Permit" shall mean any approval, registration,
authorization, certificate, certificate of occupancy, consent, license, order,
permit, variance or other similar authorization of any government agency
required by Environmental Laws in effect on or prior to the Closing for the
ownership, use or operation of the Assets.

         "Equipment" means all furniture, furnishings, fittings, equipment,
machinery, apparatus, tanks, pumping stations, sewers, appliances, trucks,
automobiles, other vehicles, signs and other articles of tangible personal
property owned or leased by Sellers of every kind whatsoever and wherever
located and used in the operation of the Assets, except all property owned by
Sellers or their Affiliates located in Tulsa, Oklahoma.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Excluded Assets" means (i) all of the cash, deposits and bank accounts
of Sellers; (ii) all accounts receivable owed to Sellers by reason of deliveries
made by Sellers or their Affiliates or on account Of the Assets prior to the
Effective Time; (iii) the financial books and records of Sellers and the
personnel, employment and other records of Sellers as to their former employees
other than the Refinery Records; (iv) any claims or other rights to receive
monies arising prior to or after the date of execution hereof which Sellers or
their Affiliates have or may have which are attributable to its ownership of the
Assets prior to the Effective Time; (v) all Sellers minute books and similar
materials related to maintenance of Sellers records other than the Refinery
Records; (vi) all Williams Marks and all Intellectual Property not transferred
as a Contract or by Article VI of this Agreement; and (vii) all of Sellers' or
their Affiliates' assets and property not expressly included in the definition
of Assets.

         "Financing Commitments" has the meaning set forth in Section 5.1(i).

         "GAAP" means generally accepted accounting principles, as recognized by
the U.S. Financial Accounting Standards Board (or any generally recognized
successor), consistently applied.

         "Governmental Action" means any authorization, application, approval,
consent, exemption, filing, license, notice, registration, permit or other
requirement of, to or with any Governmental Authority.

         "Governmental Authority" means any national, state, county or municipal
government, domestic or foreign, any agency, board, bureau, commission, court,
department or other instrumentality of any such government, or any arbitrator in
any case that has jurisdiction over Sellers or Purchaser, as the case may be, or
any of its properties or assets.

         "Guarantor Common Stock" has the meaning specified in Section 2.5.

         "Hazardous Material" means (a) any "hazardous substance," as defined by
CERCLA; (b) any "hazardous waste" or "solid waste," in either case as defined by
RCRA; (c) any solid, hazardous, dangerous or toxic chemical, material, waste or
substance, within the meaning of and regulated by any Environmental Law; (d) any
radioactive material, including any naturally

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occurring radioactive material, and any source, special or byproduct material
(as defined in 42 U.S.C. ss.ss. 2011 et seq., and any amendments or
authorizations thereof); (e) any asbestos-containing materials in a friable
condition; (f) any polychlorinated biphenyls in any form or condition; or (g)
petroleum, petroleum hydrocarbons, or any fraction or byproducts thereof defined
as hazardous materials under (a), (b) or (c) above.

         "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

         "Improvements" means any and all buildings, processing facilities,
tanks, pipelines, utilities or other improvements attached or affixed to the
Real Property.

         "Indemnified Person" has the meaning specified in Section 9.1.

         "Indemnifying Party" has the meaning specified in Section 9.1.

         "Intellectual Property" means any and all patents and patent rights and
any applications for same, trade secrets, trademarks (both registered and
unregistered), trade names, copyrights (including software licenses),
proprietary and technical information, supplier lists and other supplier
information, customer lists and other customer information, price lists,
advertising and promotional materials, field performance data, research
materials, other proprietary intangibles, databases, processes, technical
know-how, business and product know-how, engineering and other drawings,
designs, plans, methods, engineering and manufacturing specifications,
technology, inventions, processes, methods, formulas, procedures, sales history,
model numbers, literature and phone numbers, and operating and quality control
manuals and data directly relating to Sellers' assets and used exclusively in
the Business and which are material thereto.

         "Inventory" means the Williams Feedstock Inventory and the Williams
Product Inventory.

         "Knowledge" (whether or not capitalized) means (a) with respect to a
natural Person, the actual knowledge of that Person, and (b) with respect to a
Person which is a business entity, the actual knowledge of each of the executive
officers of such entity, except in the case of the Sellers, with respect to
which it means the actual knowledge of the following-named employees of Sellers
or Sellers' Affiliates:. Ralph Hill, Randy Newcomer, Susan Krienen, Nelson
Christian, Jeff Thompson, Thomas Germany, Dale Morris, Charles Sanders, Travis
Thymes, Terry Fletcher, Dawn Shanahan, and John Yeager.

         "Late Payment Rate" shall mean the lesser of (i) the Base Rate, plus
five hundred (500) basis points per annum, or (ii) the maximum rate of interest
permitted by Applicable Law, such rate to be adjusted automatically as and to
the extent that either (i) or (ii) immediately above changes from time to time.

         "Leases and Easements" shall mean, collectively, those real property
leases and easements described on the Disclosure Schedule.

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         "Leased Real Property" means each parcel of real property leased or
subleased to the Sellers.

         "Lien" means any lien, mortgage, security interest, pledge,
restriction, burden, encumbrance, rights of a vendor under any title retention,
or conditional sale or lease agreement or other arrangement substantially
equivalent thereto.

         "Material Adverse Effect" means (a) when used with respect to Sellers,
a result or consequence that (i) would materially adversely affect the condition
(financial or otherwise) of the Assets, taken as a whole, or the Business, taken
as a whole, (ii) would materially impair the ability of Sellers to own, hold,
develop and operate their Assets, or (iii) would materially impair Sellers'
ability to perform its obligations hereunder or consummate the transactions
contemplated hereby; and (b) when used with respect to Purchaser, a result or
consequence that would impair Purchaser's ability to perform its obligations
hereunder or consummate the transactions contemplated hereby; provided, however
with respect to both (a) and (b), a Material Adverse Effect shall not include an
adverse effect arising from matters that generally affect the economy or the
industry in which the relevant party is engaged.

         "Material Contracts" means any written or oral agreement, contract,
commitment or understanding to which Sellers is a party that either (a) involves
in excess of $1,000,000 per year, or (b) is necessary for Sellers to carry on
the Business as it is presently being conducted other than contracts relating to
employee benefit plans.

         "Operations" means those activities conducted by Sellers prior to the
Closing Date utilizing the Assets.

         "OSHA" means the Occupational Safety and Health Act of 1970, as
amended.

         "Owned Real Property" means each parcel of real property fee title to
which is owned by Sellers.

         "Parties" has the meaning specified in the Recitals of this Agreement.

         "Permits" means the permits, licenses, variances, exemptions, orders,
franchises, approvals, consents, registrations and authorizations of all
Governmental Authorities necessary for the lawful conduct of the Business
conducted by Sellers or the lawful ownership, use and operation of the Assets.

         "Permitted Liens" means shall mean any Liens that (a) do not result in
a Material Adverse Effect on Purchaser, (b) are listed on the Disclosure
Schedule, or (c) that are of record provided, however, that unless Purchaser has
expressly agreed herein to assume liability for a specific indebtedness,
Permitted Liens shall not include any indebtedness, whether or not of record,
which exists to Sellers' knowledge and is not disclosed to Purchaser.

         "Person" (whether or not capitalized) means any natural person,
corporation, company, limited or general partnership, joint stock company, joint
venture, association, limited liability

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company, trust, bank, trust company, business trust or other entity or
organization, whether or not a Governmental Authority.

         "Purchase Price" has the meaning specified in Section 2.2.

         "Purchaser" has the meaning specified in the introductory paragraph of
this Agreement.

         "Purchaser Claims" has the meaning specified in Section 9.3(b).

         "Purchaser's Employee" has the meaning specified in Section
6.9(c)(iii).

         "Purchaser's Guarantor" has the meaning specified in the introductory
paragraph of this Agreement.

         "Purchaser Representative" means any director, officer, employee,
agent,~ advisor (including legal, accounting and financial advisors), Affiliate
or other representative or agent authorized to act on behalf of Purchaser.

         "RCRA" means the Resource Conservation and Recovery Act, as amended, or
any successor statutes or regulations promulgated thereunder.

         "Real Property" shall mean the Owned Real Property and the Leased Real
Property.

         "Records" means Sellers' books and records, in any form or media,
operational, maintenance, construction, environmental and technical records
exclusively used in connection with the Business or Assets up to the Effective
Time. For the avoidance of doubt, Records specifically excludes (i) any of the
Sellers' business plans, strategies and financial records which address or
reflect activities outside of the Business; (ii) any of Sellers' minute books
and records, tax returns or other materials which do not pertain to the Assets
or ongoing day-to-day operation of the Operations and (iii) medical or other
records for which the Purchaser's Employee's written consent to the release of
such record is not obtained.

         "Refinery" has the meaning specified in the Recitals of this Agreement.

         "Related Persons" (whether or not capitalized) has the meaning
specified in Section 9.1.

         "Release" shall mean any spilling, leaking, seeping, pumping, pouring,
emitting, emptying, injecting, discharging, escaping, leaching, dumping,
disposing or releasing of a Hazardous Substance into the environment (including
the air, soil, surface water, groundwater, sewer, septic system, or waste
treatment, storage, or disposal systems) of any kind whatsoever, including, but
not limited to, the abandonment or discarding of barrels, containers, tanks or
other receptacles containing or previously containing a Hazardous Substance.
Migration after the Closing from a Release that occurred prior to the Closing
shall not be considered a new Release for purposes of this Agreement.

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         "Responsible Officer" means, with respect to any Party, the Chairman,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer or any Vice President of such Party.

         "Sellers" has the meaning specified in the introductory paragraph of
this Agreement.

         "Sellers' Employee" has the meaning specified in Section 6.9(d)(v).

         "Sellers' Guarantor" has the meaning specified in the introductory
paragraph of this Agreement.

         "Sellers Representative" means any director, officer, employee, agent,
advisor (including legal, accounting and financial advisors), Affiliate or other
representative or agent authorized to act on behalf of Sellers.

         "Taxes" means taxes of any kind, levies or other like assessments,
customs, duties, or imposts, including income, gross receipts, ad valorem, value
added, excise, real or personal property, asset, sales, use, federal royalty,
license, payroll, transaction, capital, net worth and franchise taxes, estimated
taxes, withholding, employment, social security, workers compensation, utility,
severance, production, unemployment compensation, occupation, premium, windfall
profits, transfer and gains taxes or other governmental taxes imposed or payable
to the United States or any state, local or foreign governmental subdivision or
agency thereof, and in each instance such term shall include any interest,
penalties or additions to tax attributable to any such Tax, including penalties
for the failure to file any Tax Return or report.

         "Third-Party Consent" means the consent or approval of any Person other
than Sellers, Purchaser, Purchaser's Guarantor, Sellers' Guarantor or any
Governmental Authority.

         "Transition Services Agreement" means the form of agreement attached as
Exhibit A pursuant to which Sellers or their Affiliates agree to provide certain
services to Purchaser subsequent to the Closing.

         "Williams Feedstock Inventory" means crude oil and intermediate
petroleum products (including gas-oil/FCC feed, alkylate, butanes, naphtha,
iso-butanes, isomerates, FCC gasoline, reformate, slurry/No. 6 oil) owned and/or
paid for (including pre-pays) by Sellers and located on Real Property and/or in
pipelines, barges, terminals, tank cars or tank trucks of third parties or
Sellers, including crude oil and intermediate petroleum products located in
Refinery process units, piping located on Real Property, Leases and Easements,
linefill, volumes in transit, positive net exchange volumes owed to Sellers and
tank bottoms but excluding water, sediment and sludge.

         "Williams Other Assets" shall mean any and all Intangible Property,
Contracts which are transferred to Purchaser hereunder, Leases and Easements,
Permits which are transferred to Purchaser hereunder, and Intellectual Property
or licenses therefor, the membership interests in the peaking power plant
entities of Williams Generating Memphis, L.L.C. and Williams Power Marketing,
LLC, and all other assets owned by Sellers and located in or on the Real
Property and not an Excluded Asset.

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         "Williams Other Inventory" means the catalysts, chemicals, additives,
spare parts, store stocks and supplies owned by Sellers of every kind whatsoever
located at the Refinery or on the Real Property.

         "Williams Product Inventory" means refined petroleum products
(including propane and propane/propylene mix) intended for sale which are owned
and/or paid for (including pre-pays) by Sellers and located on Real Property
and/or in pipelines, barges, terminals, tank cars or tank trucks of third
parties or Sellers, including refined petroleum products located in Refinery
process units, piping on Real Property, Leases and Easements, linefill, positive
net exchange volumes owed to Sellers, volumes in transit and tank bottoms but
excluding water, sediment and sludge.

         "Williams Marks" has the meaning set forth in Section 6.12.

         1.2      Other Definitional Provisions.

                  (a)      All references in this Agreement to Exhibits,
Articles, Sections, subsections and other subdivisions refer to the
corresponding Exhibits, Articles, Sections, subsections and other subdivisions
of or to this Agreement unless expressly provided otherwise. References in a
Section of this Agreement to any Disclosure Schedule shall refer to (i) that
section of the Disclosure Schedule which corresponds to the number of such
Section, and (ii) any other section or schedule of the Disclosure Schedules
which contains information or disclosures that reasonably relate to the
substance of such Section. Titles appearing at the beginning of any Articles,
Sections, subsections or other subdivisions of this Agreement are for
convenience only, do not constitute any part of this Agreement, and shall be
disregarded in construing the language hereof.

                  (b)      Exhibits and Schedules to this Agreement are attached
hereto and by this reference incorporated herein for all purposes.

                  (c)      The words "this Agreement," "herein," "hereby,"
"hereunder" and "hereof," and words of similar import, refer to this Agreement
as a whole and not to any particular subdivision unless expressly so limited.
The words "this Article," "this Section" and "this subsection," and words of
similar import, refer only to the Article, Section or subsection hereof in which
such words occur. The word "or" is not exclusive, and the word "including" (in
its various forms) means including without limitation.

                  (d)      Pronouns in masculine, feminine or neuter genders
shall be construed to state and include any other gender, and words, terms and
titles (including terms defined herein) in the singular form shall be construed
to include the plural and vice versa, unless the context otherwise requires.

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                                   ARTICLE II
                           PURCHASE AND SALE OF ASSETS

         2.1      Purchase and Sale of Assets. At the Closing, Purchaser shall
purchase from Sellers, and Sellers shall sell to Purchaser, the Assets on the
terms and subject to the conditions set forth in this Agreement.

         2.2 Purchase Price.

                  (a)      The consideration for the purchase of the Assets is
the cash sum of U.S. $315,000,000 less the adjustment described in Section 2.3
(the "Base Purchase Price"), plus the value of the Inventory of Sellers at the
Effective Time (not including that Inventory located in the Refinery process
units and related piping) calculated as set forth in Section 2.4 below (together
with the Base Purchase Price, the "Purchase Price").

                  (b)      The amount to be paid by Purchaser at Closing shall
be the Base Purchase Price plus an amount equal to an estimate of the value of
the Inventory of Sellers (not including Inventory located in the Refinery
process units and related piping) calculated as set forth in Section 2.4 (the
"Closing Purchase Price").

         2.3      Adjustment to Base Purchase Price. The Base Purchase Price
shall be reduced by the actual reasonable out-of-pocket costs incurred by
Purchaser in connection with obtaining the Financing Commitments, which costs
shall include commitment fees, takedown fees, ticking fees and related expenses;
provided, however, that in no event shall the adjustment to the Base Purchase
Price described in this Section 2.3 exceed an aggregate of $5,000,000.

         2.4 Inventory Estimate; Final Inventory Amounts.

                  (a)      The value of the Inventory at the Effective Time to
be included in the Closing Purchase Price ("Inventory Estimate") shall be
estimated by Sellers and provided to Purchaser at least five (5) business days
before the Closing Date using the method of determination as described on the
Disclosure Schedule. Not later than 10 days after the Closing, the actual value
of the Inventory at the Effective Time to be included as part of the Purchase
Price shall be calculated pursuant to the method of determination as described
on the Disclosure Schedule.

                  (b)      Not later than 5 days after the Inventory adjustments
have become the Final Inventory Amounts, Sellers or Purchaser, as the case may
be, shall make a payment plus interest with respect to the Purchase Price based
on any differences between the Inventory Estimate and the Final Inventory
Amounts. The interest at the Late Payment Rate shall be calculated for the
period from the Closing Date to the payment date.

                  (c)      If Purchaser disagrees with the Sellers' proposed
Inventory adjustment, it may, within ten (10) days after its receipt thereof,
deliver a notice to the Sellers disagreeing with

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such calculation and setting forth its calculation of such amount ("Objection").
If Purchaser does not timely deliver an Objection, the Sellers' proposed
Inventory adjustment shall be deemed final (the "Final Inventory Amounts'). If
the Purchaser timely delivers an Objection, the Sellers shall then have ten (10)
days from the date of receipt to review and respond to the Objection (the
"Review Period"). The Sellers and the Purchaser shall use their respective
commercially reasonable best efforts to reach agreement on the disputed items or
amounts.

                  If the Purchaser and Sellers are unable to resolve their
disagreements over the Inventory adjustments within ten (10) days following the
expiration of the Review Period, the dispute shall be resolved by the accounting
firm of KPMG LLP ("CPA Firm"). The CPA Firm shall promptly review this Agreement
and the disputed items or amounts subject to any scope that the Parties jointly
agree upon. The Purchaser and Sellers shall make readily available to the CPA
Firm all books and records relating to the Inventory volumes and price
calculation and any other items reasonably requested by the CPA Firm. In
resolving the dispute, the CPA Firm shall consider only those items or amounts
on which the Parties have disagreed.

                  The CPA Firm shall deliver to the Parties, as promptly as
practicable, a report resolving the disputed Inventory adjustments. Such report
shall be final and binding upon each Party. When received by the Parties the
Inventory adjustments determined in the report shall be deemed the Final
Inventory Amounts. The cost of such review and report shall be borne equally by
Sellers and Purchaser. Neither Purchaser nor Sellers has retained the CPA Firm
during the past two years, and neither Party will retain the CPA Firm at any
time while the CPA Firm is reviewing the disputed Inventory adjustments in
accordance with this Section 2.4(c).

         2.5      Method of Payment; Allocation of Purchase Price.

                  (a)      All amounts to be disbursed at or, pursuant to the
terms of this Agreement, prior to the Closing or paid after Closing based on
adjustments, shall be made in immediately available U.S. funds, by wire transfer
to a U.S. bank account designated by Sellers.

                  However, if Purchaser notifies Sellers that the condition to
Purchaser's obligation to Close set forth in Section 7.2(e) of this Agreement
has not been met to the extent necessary to finance the full amount of the
Purchase Price in cash, Sellers may (but shall not be obligated to), within five
(5) business days following receipt of such notice, elect to notify Purchaser in
writing that Sellers will, in lieu of cash, accept shares of the common stock of
Purchaser's Guarantor ("Guarantor Common Stock") valued, as set forth below, in
the amount of up to $100,000,000 to be applied toward the Base Purchase Price.

                  If Sellers elect to accept shares of Guarantor Common Stock as
part of the Purchase Price, such shares shall be valued at the lesser of (i)
$15.00 per share less the amount of four and one-half percent (4.5%)
representing a customary underwriting spread in a public offering of comparable
equity securities, or (ii) the amount of the net proceeds per share (net of
underwriting discounts) received by Purchaser's Guarantor in the event that it
effects a public offering of Guarantor Common Stock prior to Closing of an
amount less than the size contemplated by the Purchaser's Guarantor as necessary
to enable Purchaser to pay the full amount of the Purchase Price entirely in
cash. In such event, at Closing, Purchaser's Guarantor

<PAGE>

will issue a certificate to Sellers or its designee evidencing such shares and
the balance of the Purchase Price shall be paid in cash by wire transfer. In the
event that such shares are issued to Sellers as part of the Purchase Price,
Sellers or its designee, as the case may be, shall have the registration rights
provided in Article X below with respect to such shares.

                  (b)      The Parties agree that $18,750,000 of the Purchase
Price shall be allocated to the Riverside Terminal located at 1237 Riverside
Drive in Memphis, Tennessee and its related dock facilities.

         2.6      Limited Assumption and Retention of Liabilities.

                  (a)      Upon the condition that the Closing shall occur,
Purchaser shall assume and agrees to discharge all liabilities relating to or
arising from the ownership or operation of the Assets from and after the
Effective Time and those additional liabilities and obligations specifically
provided for herein including, but not limited to, all environmental liabilities
and obligations covered by Purchaser's indemnity obligations under Article IX.

                  (b)      Sellers shall retain and be liable for liabilities
and obligations of Sellers related to or arising from the ownership or operation
of the Assets prior to the Effective Time except:

                           (i)      environmental and other liabilities and
obligations expressly assumed by the Purchaser pursuant to this Agreement; and

                           (ii)     obligations arising after the Effective Time
to be performed after the Effective Time under Contracts, Leases and Easements
and Permits that have been assigned to and assumed by Purchaser pursuant to this
Agreement.

                                   ARTICLE III
                                     CLOSING

         3.1      Closing. The Closing will take place at the offices of Sellers
or their attorneys in Tulsa, Oklahoma on March 1, 2003, or, if the conditions to
Closing set forth in this Agreement have not been satisfied by such date, on the
earlier of the first business day following the day on which all such conditions
have been satisfied or waived or March 31, 2003, or at such other time and place
as the Parties may mutually agree (the "Closing Date").

         3.2      Closing Obligations. At the Closing:

                  (a)      Sellers shall deliver to Purchaser:

                                    (i)     a properly executed and acknowledged
special warranty deed or deeds to the Owned Real Property, the Improvements
thereon, and the appurtenances thereto, each such deed to be substantially in
the form of Exhibit B, subject to any applicable requirements for a special
warranty deed under applicable state law;

<PAGE>

                                    (ii)    properly executed assignments of
Leases and Easements, Contracts and Permits to the extent such can be assigned;

                                    (iii)   duly executed and recordable, if
applicable, releases of all Liens (including those Permitted Liens set forth on
Disclosure Schedule 4.6(c), but excluding all other Permitted Liens) affecting
the Assets;

                                    (iv)    properly executed and acknowledged
general conveyances of all of the Assets for which no specific conveyance is
clearly applicable;

                                    (v)     copies of resolutions of Sellers,
certified as being correct and complete and then in full force and effect,
authorizing the execution of this Agreement and any other agreements and the
consummation of the transactions contemplated under this Agreement and the other
agreements contemplated hereby;

                                    (vi)    certificates of incumbency and
specimen signatures of the signatory officers of Sellers;

                                    (vii)   a certificate of existence and good
standing by the State of Delaware for each Sellers, and copies of Sellers'
registration to do business in the State of Tennessee and any other states in
which any Assets are located, as a foreign company;

                                    (viii)  such other certificates and
documents as may be called for under this Agreement or as Purchaser shall
reasonably request;

                                    (ix)    a Transition Services Agreement in
the form of Exhibit A hereto executed on behalf of Sellers;

                                    (x)     the Environmental Insurance Policy
described in Section 6.11;

                                    (xi)    written opinion of in-house counsel
to Sellers, covering, in the aggregate, Sellers' due organization, valid
existence and good standing as legal entities in Delaware, registration and good
standing in Tennessee and any other states in which any Assets are located, and
the due authorization, execution and delivery by Sellers of this Agreement,
which opinion shall be substantially in the form attached hereto as Exhibit C;
and

                                    (xii)   a certificate or certificates dated
the Closing Date and executed on behalf of Sellers by one of each of their
Responsible Officers to the effect that Sellers' representations, warranties and
covenants contained herein are true and correct as of the Closing Date (except
to the extent set forth in such certificate) as if made on and as of the Closing
Date.

<PAGE>

                  (b)      Sellers' Guarantor shall deliver to Purchaser:

                                    (i)     a certificate or certificates dated
the Closing Date and executed on behalf of Sellers' Guarantor by one of its
Responsible Officers to the effect that Sellers' Guarantor's representations,
warranties and covenants contained herein are true and correct as of the Closing
Date (except to the extent set forth in such certificate) as if made on and as
of the Closing Date;

                                    (ii)    copies of resolutions of Sellers'
Guarantor's board of directors, certified as being correct and complete and then
in full force and effect, authorizing the execution of this Agreement and the
other agreements contemplated hereby, the Sellers' Guaranty, and the
consummation of the transactions contemplated under this Agreement;

                                    (iii)   certificates of incumbency and
specimen signatures of the signatory officers of Sellers' Guarantor;

                                    (iv)    a certificate of existence and good
standing issued by the State of Delaware;

                                    (v)     such other certificates and
documents as may be called for under this Agreement or as Sellers shall
reasonably request; and

                                    (vi)    the performance guaranty in the form
as specified in Exhibit D (the "Sellers' Guaranty").

                  (c)      Purchaser shall deliver to Sellers:

                                    (i)     the Closing Purchase Price, plus
payment for all costs related to the Audited Financial Statements as required by
Section 6.24 and the actions taken by Sellers at Purchaser's request as
described in Section 6.2(n) of this Agreement, by wire transfer to the account
designated by Sellers, in immediately available funds;

                                    (ii)    a certificate or certificates dated
the Closing Date and executed on behalf of Purchaser by one of its Responsible
Officers to the effect that Purchaser's representations, warranties and
covenants contained herein are true and correct as of the Closing Date (except
to the extent set forth in such certificate) as if made on and as of the Closing
Date;

                                    (iii)   copies of resolutions of the
Purchaser, certified as being correct and complete and then in full force and
effect, authorizing the execution of this Agreement and any other agreements
contemplated hereby, and the consummation of the transactions contemplated under
this Agreement and the other agreements contemplated hereby;

                                    (iv)    certificates of incumbency and
specimen signatures of the signatory officers of Purchaser;

<PAGE>

                                    (v)     certificate of existence and good
standing issued by the State of Delaware and a copy of Purchaser's certificate
of registration to do business in the State of Tennessee and any other states in
which any Assets are located, as a foreign company;

                                    (vi)    such other certificates and
documents as may be called for under this Agreement or as Sellers shall
reasonably request;

                                    (vii)   written opinion of counsel to
Purchaser, covering, in the aggregate, Purchaser's due organization, valid
existence and good standing as a corporation in Delaware, registration and good
standing in Tennessee and any other states in which any Assets are located and
the due authorization, execution and delivery by Purchaser of this Agreement,
which opinion shall be in substantially the form attached hereto as Exhibit E;
and

                                    (viii)  a Transition Services Agreement in
the form of Exhibit A hereto executed on behalf of Purchaser.

                  (d)      Purchaser's Guarantor shall deliver to Sellers:

                                    (i)     a certificate or certificates dated
the Closing Date and executed on behalf of Purchaser's Guarantor by one of its
Responsible Officers to the effect that Purchaser's Guarantor's representations,
warranties and covenants contained herein are true and correct as of the Closing
Date (except to the extent set forth in such certificate) as if made on and as
of the Closing Date;

                                    (ii)    copies of resolutions of Purchaser's
Guarantor's board of directors, certified as being correct and complete and then
in full force and effect, authorizing the execution of this Agreement, the
Purchaser's Guaranty, and the consummation of the transactions contemplated
under this Agreement and the Purchaser's Guaranty;

                                    (iii)   certificates of incumbency and
specimen signatures of the signatory officers of Purchaser's Guarantor;

                                    (iv)    a certificate of existence and good
standing issued by the State of Delaware;

                                    (v)     such other certificates and
documents as may be called for under this Agreement or as Sellers shall
reasonably request;

                                    (vi)    the guaranty as specified in Exhibit

F (the "Purchaser's Guaranty");

                                    (vii)   written opinion of counsel to
Purchaser's Guarantor, covering, in the aggregate, Purchaser Guarantor's due
organization, valid existence and good standing as a corporation in Delaware,
and the due authorization, execution and delivery by Purchaser's Guarantor of
this Agreement and the Purchaser's Guaranty, and that upon the

<PAGE>

issuance of the Guarantor Common Stock, if any, in accordance with this
Agreement, such Guarantor Common Stock will be duly authorized, validly issued,
fully paid and non-assessable, which opinion shall be substantially in the form
attached hereto as Exhibit G; and

                                    (vii)   a certificate for the Guarantor
Common Stock, if any, to be issued pursuant to Section 2.5.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLERS
                             AND SELLERS' GUARANTOR

         Sellers represent and warrant (except with regards to Section 4.18,
which Section is only applicable to Sellers' Guarantor) to Purchaser to the
Knowledge of Sellers, except with respect to Sections 4.1, 4.2, and 4.13 which
shall not be limited to the Knowledge of Sellers, as follows:

         4.1      Organization and Standing. Each of the Sellers and Williams
Power Marketing, LLC is a corporation or limited liability company, as indicated
in the first paragraph of this Agreement, duly organized, validly existing and
in good standing under the laws of the State of Delaware and is in good standing
as a corporation or limited liability company, as the case may be, in all
jurisdictions where the nature of its properties or business requires it.

         4.2      Authority and Binding Obligations. Each of the Sellers has the
power and authority to execute, deliver and perform its obligations under this
Agreement and the other agreements contemplated hereby, as applicable. The
execution, delivery, and performance of this Agreement and the other agreements
contemplated hereby by Sellers:

                  (a)      have been duly authorized by requisite company
action; and

                  (b)      do not conflict or result in a violation or breach of
or result in the acceleration of rights, benefits or payments under the
organizational documents of the Sellers.

Each of this Agreement and the other agreements contemplated hereby constitute a
legal, valid and binding obligation of Sellers, enforceable against Sellers in
accordance with their respective terms, except as the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).

         4.3      Consent; Non-Contravention.

                  (a)      Except as otherwise set forth in the Disclosure
Schedule and for the filing of a pre-merger notification report by Sellers under
the HSR Act and the expiration or termination of the applicable waiting period
thereunder, no consent, waiver, approval, order, authorization or other action
by or filings with any Governmental Authority or other Person is

<PAGE>

required in connection with the execution, delivery and performance by Sellers
of this Agreement or the other agreements contemplated hereby.

                  (b)      Except as specified in the Disclosure Schedule,
neither the execution and delivery of this Agreement or the other agreements
contemplated hereby by Sellers, nor the consummation of the transactions
contemplated hereby or thereby will violate or conflict with or result in the
acceleration of rights, or benefits or payments under any agreement, instrument,
statute, regulation, rule, order, writ, judgment or decree to which the Sellers
are directly or indirectly a party or are directly or indirectly subject, except
for such violations, conflicts and accelerations which will not (i) prevent or
materially delay consummation of the transactions contemplated by this Agreement
or the other agreements contemplated hereby, (ii) prevent Sellers from
performing their obligations under this Agreement or the other agreements
contemplated hereby, or (iii) result in a Material Adverse Effect.

         4.4      Litigation. Except as set forth in the Disclosure Schedule,
there are no lawsuits or other proceedings pending or threatened against the
Sellers, the Business or any of the Assets by or before any Governmental
Authority which there is a reasonable probability of an adverse determination
that would have a Material Adverse Effect.

         4.5      Contracts and Commitments. The Disclosure Schedule contains an
accurate and complete list of each Material Contract which is not otherwise
listed in the Leases and Easements sections of the Disclosure Schedule (the
"Commitments"). Each Commitment is a legal, valid and binding obligation of the
Sellers enforceable against Sellers in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and general principles of equity (regardless of whether enforceability
is considered in a proceeding at law or in equity). Except as specified in the
Disclosure Schedule, no Seller is in default under any of the Commitments where
such default would result in a Material Adverse Effect. Except as specified in
the Disclosure Schedule since the date of this Agreement, Sellers has not
received written notice of cancellation or termination of any Commitment from
any party thereto.

         4.6      Leases and Easements; Encumbrances.

                  (a)      Except for Leases and Easements, the failure of which
to possess or hold would not have a Material Adverse Effect, the Disclosure
Schedule contains an accurate and complete list of Leases and Easements held by
Sellers. All Leases and Easements are (i) legal, valid and binding obligations
of the Sellers enforceable against the Sellers in accordance with their terms,
except as the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity), and
(ii) in full force and effect except as would not have a Material Adverse
Effect. Except for matters that do not materially interfere with Sellers'
rights, Sellers have peaceful and undisturbed possession under the Easements and
Leases.

<PAGE>

                  (b)      All pipelines, pipelines easements, utility lines,
utility easements and other easements, leaseholds and rights of way burdening
any of the Real Property, except for such which would not have a Material
Adverse Effect, are set forth on the Disclosure Schedule.

                  (c)      The Real Property is also encumbered by the terms set
forth on the Disclosure Schedule.

         4.7      Conditions of Improvements and Equipment. The Improvements,
Equipment, Williams Other Inventory and other tangible property comprising the
Assets are being sold "AS IS," "WHERE IS," WITHOUT WARRANTY OF ANY KIND) (EXCEPT
AS TO TITLE) EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY,
CONDITION OR FITNESS, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
PURCHASER WAIVES THE UNIFORM COMMERCIAL CODE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SUCH IMPROVEMENTS, EQUIPMENT
AND INVENTORY.

         4.8      Compliance with Laws. As of the date of this Agreement,
Sellers are in compliance with all Applicable Laws, excluding Environmental Laws
(which are subject to Section 4.12 below), relating to the Assets or the
Business, except as set forth on the Disclosure Schedule or where the
noncompliance with which would not result in a Material Adverse Effect.

         4.9      Due Diligence.

                  (a)      Sellers have or will (i) made or make available to
Purchaser all books, records, financial statements, business plans, management
appraisals, documents, Contracts, Leases and Easements, Permits and other
material information requested in writing by Purchaser; (ii) instructed their
and their Affiliates' employees, counsel, advisors and auditors to respond in
writing to all written inquiries from Purchaser (subject to any confidentiality
agreements, applicable legal restrictions and any applicable privileges); and
(iii) to the extent requested in writing, provided full access to the Assets,
except, with respect to (i), (ii) and (iii) above where Sellers have expressly
declined in writing to comply with any such request with respect to identified
items or categories of information; and

                  (b)      No books, records, financial statements, documents,
Contracts, Leases and Easements, Permits or other material information requested
in writing by Purchaser that Sellers failed to fully disclose when so requested
would have a Material Adverse Effect, provided that Sellers shall have no
liability to Purchaser for the breach of this representation or warranty to the
extent that the facts or circumstances that give rise to such breach were
actually known to Purchaser on or prior to the Effective Time.

         4.10     Permits. The Disclosure Schedule contains a true and complete
list of the material Permits which Sellers have obtained and hold or, in the
ordinary course of business have applied for, that are required by Sellers to
conduct the Business as it has been conducted by Sellers. Sellers are in
compliance in all material respects with the terms of its Permits.

<PAGE>

         4.11     Taxes. There are no tax liens open, pending against or,
threatened against the Assets. Sellers have filed (or will cause to be filed)
all tax returns that are required to be filed with respect to the Assets and
Business through the Closing Date, and such tax returns are (and will be) true,
correct and complete in all material respects and were (and will be) prepared in
conformity with all Applicable Law, and Sellers have paid (or will pay when due)
all Taxes due on such tax returns as owing which are attributable to any taxable
period or portion thereof that ends on or before the Closing Date except for
amounts being contested in good faith by appropriate proceedings.

         4.12     Environmental Matters. Except as set forth in the Disclosure
Schedule:

                  (a)      Sellers have not been notified by any Governmental
Authority that any of its Assets are the subject of any investigation or inquiry
by any Governmental Authority evaluating whether any remedial action is needed
to respond to a release of any Hazardous Material or to the improper storage or
disposal (including storage or disposal at off-site locations) of any Hazardous
Material;

                  (b)      Neither Sellers nor any other Person have filed any
notice under any federal, state or local law indicating that (i) Sellers are
responsible for the improper release into the environment, or the improper
storage or disposal, of any Hazardous Material, or (ii) any Hazardous Material
is or has been improperly stored or disposed of upon any of the property of
Sellers;

                  (c)      Sellers have not received any claim, complaint,
notice, letter of violation, inquiry or request for information involving any
matter which remains unresolved as of the date hereof with respect to any
alleged violation by Sellers of any Environmental Law or regarding potential
liability under any Environmental Law relating to or in connection with the
operation of the Business or on any property or other assets of Sellers;

                  (d)      None of the Assets, and no property on which any of
the Business or a Sellers' assets are being or has been operated, is listed on
the National Priorities List pursuant to CERCLA or on the CERCLIS or on any
other federal or state list as sites requiring investigation or cleanup.

         4.13     Good and Marketable Title.

                  (a)      The Disclosure Schedule contains a true and complete
description of the Real Property.

                  (b)      Except as specified in Section 4.6 or the Disclosure
Schedule, Sellers have good and marketable title to all of the Assets, free and
clear of any Liens, other than Permitted Liens, except for Assets sold, consumed
or otherwise disposed of in the ordinary course of business and consistent with
past practices.

         4.14     Condemnation. There are no pending or threatened condemnation
or eminent domain proceedings or contemplated sales in lieu thereof, involving a
partial or total taking of any of the Assets.

<PAGE>

         4.15     Labor Matters. Except as set forth on the Disclosure Schedule,
Sellers have not received any charges of discrimination, notification of any
unfair labor practice charges or complaints pending before any court or agency
having jurisdiction thereof nor are there any current union representation
claims involving any of the Business Employees. Sellers are not aware of any
strike, work stoppages, work slowdowns or lockouts or of any threats thereof,
except for routine grievance matters, by or with respect to any of the Business
Employees. Since January 1, 2000, there have been no significant labor disputes,
strikes, slowdowns, work stoppages, lockouts or similar matters except for
routine grievance matters involving Business Employees.

         4.16     Actions and Proceedings. Except as set forth in the Disclosure
Schedule, no proceeding or investigation is pending or threatened before any
court, arbitrator or administrator or Governmental Authority, bureau or agency
to restrain or prohibit, or to obtain damages, a discovery order or other relief
in connection with this Agreement or any of the other agreements contemplated
hereby or any material part of the transactions contemplated hereby or thereby.

         4.17     Disclaimer. Except as and to the extent set forth in this
Agreement and the other documents and instruments delivered in connection with
this Agreement, the Sellers make no other representations or warranties, and
disclaims all liability and responsibility for any representation, warranty,
statement or information made or communicated (orally or in writing) to
Purchaser.

         4.18     Sellers' Guarantor's Representations and Warranties. Sellers'
Guarantor represents and warrants to Purchaser to the Knowledge of Sellers'
Guarantor, except with respect to Sections 4.18(a) and 4.18(b) which shall not
be limited to the Knowledge of Sellers' Guarantor, as follows:

                  (a)      Organization and Standing.

                  Sellers' Guarantor is a corporation duly organized, validly
existing in good standing under the laws of the State of Delaware and is in good
standing as a corporation in all jurisdictions where the nature of its
properties or business requires it.

                  (b)      Authority and Binding Obligations.

                  Sellers' Guarantor has the corporate power and authority to
execute, deliver and perform its obligations under this Agreement and the
Sellers' Guaranty. The execution, delivery, and performance of this Agreement
and the Sellers' Guaranty by Sellers' Guarantor have been duly and validly
authorized by all necessary corporate action and do not conflict or result in a
violation or breach of the articles of incorporation and by-laws of the Sellers'
Guarantor. This Agreement and the Sellers' Guaranty constitute legal, valid and
binding obligations of the Sellers' Guarantor enforceable against Sellers'
Guarantor in accordance with its terms, except as the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or equity).

<PAGE>

                  (c)      No Consent Required; Non-Contravention.

                           (i)      Except as specified in the Disclosure
Schedule, no consent, waiver, approval, order, authorization or other action by
or filings with any Governmental Authority or other entity is required in
connection with the execution, delivery and performance by Sellers' Guarantor of
this Agreement or the Sellers' Guaranty.

                           (ii)     Except as specified in the Disclosure
Schedule, neither the execution and delivery of this Agreement or the Sellers'
Guaranty by Sellers' Guarantor, nor the consummation of the transactions
contemplated hereby will violate or conflict with or result in the acceleration
of rights, or benefits or payments under any agreement, instrument, statute,
regulation, rule, order, writ, judgment or decree to which the Sellers'
Guarantor is directly or indirectly a party or is directly or indirectly
subject, except for such violations, conflicts and accelerations which will not
(x) prevent or materially delay consummation of the transaction contemplated by
this Agreement or the Sellers' Guaranty; (y) prevent Sellers' Guarantor from
performing its obligations under this Agreement or the Sellers' Guaranty; or (z)
result in a Material Adverse Effect.

                  (d)      Litigation.

                  Except as specified in the Disclosure Schedule, there are no
lawsuits, actions, arbitrations or other proceedings pending or threatened by
any Person against or affecting the Sellers' Guarantor by or before any court,
arbitrator or Governmental Authority which would prohibit the Sellers' Guaranty.

                  (e)      No Breach.

                  Except as specified in the Disclosure Schedule, neither the
execution and delivery of this Agreement or the Sellers' Guaranty by Sellers'
Guarantor, nor the consummation of the transactions contemplated hereby or
thereby will violate or conflict with, or result in the acceleration of rights,
benefits or payments under; (i) any provision of the Sellers' Guarantor's
articles of incorporation or bylaws; (ii) any statute, law, regulation or
governmental order to which the Sellers' Guarantor or the assets and properties
of any thereof are bound or subject; (iii) any commitment to which the Sellers'
Guarantor is a party or by which it or any of its properties may be bound or
subject; and (iv) any agreement, contract or commitment of the Sellers'
Guarantor or to which it is a party or by which it or any of its properties may
be bound or subject, except, with respect to clauses (ii), (iii) and (iv), for
such violations and conflicts which will not (y) prevent or materially delay
consummation of the transactions contemplated by this Agreement, and the
Sellers' Guaranty or (z) prevent Sellers' Guarantor from performing its
obligations under this Agreement and the Sellers' Guaranty.

                  (f)      Actions and Proceedings.

                  Except as specified in the Disclosure Schedule, no proceeding
or investigation is

<PAGE>

pending or threatened before any court, arbitrator or administrator or
Governmental Authority, bureau or agency to restrain or prohibit, or to obtain
damages, a discovery order or other relief in connection with this Agreement, or
the Sellers' Guaranty or any material part of the transactions contemplated
hereby or thereby.

                  (g)      No Knowledge of Breaches.

                  Except for any breaches of representations or covenants, the
consequences of which have been waived by Sellers' Guarantor, Sellers' Guarantor
has no knowledge of any breaches of any representation or covenant herein by
Purchaser.

                  (h)      Financial Capacity; Future Performance. Sellers'
Guarantor has or will have the financial capacity to guaranty the Sellers'
payments and performance under the Agreement. Sellers' Guarantor is not aware of
any facts or circumstances that now or in the future would have a Material
Adverse Effect on its financial condition, results of operations, business,
properties, assets, or liabilities. Sellers' Guarantor is solvent, is not in the
hands of a receiver, nor is any receivership pending, and no proceedings are
pending by or against it for bankruptcy or reorganization in any state or
federal court.

                  (i)      Disclaimer.

                  Except as and to the extent set forth in this Agreement and
the other documents and instruments delivered in connection with this Agreement,
Sellers' Guarantor makes no other representations or warranties, and disclaims
all liability and responsibility for any representation, warranty, statement or
information made or communicated (orally or in writing) to Purchaser.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
                     OF PURCHASER AND PURCHASER'S GUARANTOR

         5.1      Purchaser's Representations and Warranties. Purchaser
represents and warrants to Sellers to the Knowledge of Purchaser, except with
respect to Sections 5.1(a) and 5.1(b) which shall not be limited to the
Knowledge of Purchaser, as follows:

                  (a)      Organization and Standing.

                  Purchaser is a corporation duly organized, validly existing in
good standing under the laws of the State of Delaware and is in good standing as
a corporation in all jurisdictions where the nature of its properties or
business requires it.

                  (b)      Authority and Binding Obligations.

                  Purchaser has the corporate power and authority to execute,
deliver and perform its obligations under this Agreement and the other
agreements contemplated hereby. The execution, delivery, and performance of this
Agreement and the other agreements contemplated

<PAGE>

hereby by Purchaser have been duly and validly authorized by all necessary
corporate action and do not conflict or result in a violation or breach of the
articles of incorporation and by-laws of the Purchaser. Each of this Agreement
and the other agreements contemplated hereby, constitutes a legal, valid and
binding obligation of Purchaser enforceable against Purchaser in accordance with
its terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity).

                  (c)      No Consent Required; Non-Contravention.

                           (i)      Except as otherwise specified in the
Disclosure Schedule, no consent, waiver, approval, order, authorization or other
action by or filings with any Governmental Authority or other Person is required
in connection with the execution, delivery and performance by Purchaser of this
Agreement or the other agreements contemplated hereby.

                           (ii)     Except as specified in the Disclosure
Schedule, neither the execution and delivery of this Agreement or the other
agreements contemplated hereby by Purchaser nor the consummation of the
transactions contemplated hereby will violate or conflict with or result in the
acceleration of rights, or benefits or payments under any agreement, instrument,
statute, regulation, rule, order, writ, judgment or decree to which the
Purchaser is directly or indirectly a Party or is directly or indirectly
subject, except for such violations and conflicts which will not (x) prevent or
materially delay consummation of the transactions contemplated by this Agreement
or the other agreements contemplated hereby, (y) prevent Purchaser or its
Affiliate which is a party from performing its obligations under this Agreement
or (z) result in a Material Adverse Effect.

                  (d)      Litigation.

                  Except as specified in the Disclosure Schedule, there are no
lawsuits, actions, arbitrations or other proceedings pending or threatened by
any Person against or affecting the Purchaser by or before any court, arbitrator
or Governmental Authority which (i) would prohibit any of the transactions
contemplated by this Agreement or (ii) if adversely determined would have an
adverse determination that would have a Material Adverse Effect.

                  (e)      No Breach.

                  Except as specified in the Disclosure Schedule, neither the
execution and delivery of this Agreement by Purchaser, nor the consummation of
the transactions contemplated hereby will violate or conflict with, or result in
the acceleration of rights, benefits or payments under: (i) any provision of the
Purchaser's articles of incorporation or bylaws; (ii) any statute, law,
regulation or governmental order to which the Purchaser or the assets and
properties of any thereof are bound or subject; (iii) any commitment to which
the Purchaser is a Party or by which it or any of its properties may be bound or
subject; and (iv) any agreement, contract or commitment of the Purchaser or to
which it is a Party or by which it or any of its properties may be bound or
subject, except, with respect to clauses (ii), (iii) and (iv), for such
violations and

<PAGE>

conflicts which will not (x) prevent or materially delay consummation of the
transactions contemplated by this Agreement and other agreements contemplated
hereby; (y) prevent Purchaser from performing its obligations under this
Agreement and other agreements contemplated hereby; or (z) result in a Material
Adverse Effect.

                  (f)      Actions and Proceedings.

                  Except as specified in the Disclosure Schedule, no proceeding
or investigation is pending or threatened before any court, arbitrator or
administrator or Governmental Authority, bureau or agency to restrain or
prohibit, or to obtain damages, a discovery order or other relief in connection
with this Agreement or any of the other agreements contemplated hereby or any
material part of the transactions contemplated hereby or thereby.

                  (g)      Independent Decision.

                  Purchaser has made its own independent analysis and judgment
of the commercial potential, condition and usefulness of the Assets and the
Business, and is not relying upon any projections from Sellers regarding
prospective operations of the Assets in the future.

                  (h)      No Knowledge of Breaches.

                  Except for any breaches of representations or covenants, the
consequences of which have been waived by Purchaser, Purchaser has no knowledge
of any breaches of any representation or covenant herein by Sellers.

                  (i)      Financial Capacity; Future Performance.

                           (i)      Subject to the conditions set forth in
Section 7.2(e), Purchaser has or will have the financial capacity to consummate
the purchase and to operate the Assets after the purchase. Purchaser is, as of
the date hereof, not aware of any facts or circumstances that now or in the
future would have a Material Adverse Effect on its financial condition, results
of operations, business, properties, assets, or liabilities. Purchaser is
solvent, is not in the hands of a receiver, nor is any receivership pending, and
no proceedings are pending by or against it for bankruptcy or reorganization in
any state or federal court.

                           (ii)     Attached as Exhibit H are copies of the
financing commitment letters from Blackstone Management Associates III,
Occidental C.O.B. Partners, Thomas D. O'Malley, Morgan Stanley Senior Funding,
Inc., and Morgan Stanley Capital Group Inc. (the "Financing Commitments"). The
Financing Commitments are in full force and effect and have not been modified,
amended, revised or otherwise changed in any respect and the financing parties
thereunder have not given any indication that the prospects of obtaining the
financing have changed adversely in any respect. Purchaser fully expects that
all conditions required for such financing will be fully performed and satisfied
on its part and has no reason to believe that the financing contemplated by the
Financing Commitments will not be effected.

<PAGE>

                  (j) Disclaimer.

                  Except as and to the extent set forth in this Agreement and
the other documents and instruments delivered in connection with this Agreement,
Purchaser makes no other representations or warranties, and disclaims all
liability and responsibility for any representation, warranty, statement or
information made or communicated (orally or in writing) to Sellers.

         5.2      Purchaser's Guarantor's Representations and Warranties.
Purchaser's Guarantor represents and warrants to Sellers to the Knowledge of
Purchaser's Guarantor, except with respect to Sections 5.2(a) and 5.2(b) which
shall not be limited to the Knowledge of Purchaser's Guarantor as follows:

                  (a)      Organization and Standing.

                  Purchaser's Guarantor is a corporation duly organized, validly
existing in good standing under the laws of the State of Delaware and is in good
standing as a corporation in all jurisdictions where the nature of its
properties or business requires it.

                  (b)      Authority and Binding Obligations.

                  Purchaser's Guarantor has the corporate power and authority to
execute, deliver and perform its obligations under this Agreement and the
Purchaser's Guaranty. The execution, delivery, and performance of this Agreement
and the Purchaser's Guaranty by Purchaser's Guarantor have been duly and validly
authorized by all necessary corporate action and do not conflict or result in a
violation or breach of the articles of incorporation and by-laws of the
Purchaser's Guarantor. This Agreement and the Purchaser's Guaranty constitute
legal, valid and binding obligations of the Purchaser's Guarantor enforceable
against Purchaser's Guarantor in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or equity).

                  (c)      No Consent Required; Non-Contravention.

                           (i)      Except as specified in the Disclosure
Schedule, no consent, waiver, approval, order, authorization or other action by
or filings with any Governmental Authority or other entity is required in
connection with the execution, delivery and performance by Purchaser's Guarantor
of this Agreement or the Purchaser's Guaranty.

                           (ii)     Except as specified in the Disclosure
Schedule, neither the execution and delivery of this Agreement or the
Purchaser's Guaranty by Purchaser's Guarantor, nor the consummation of the
transactions contemplated hereby will violate or conflict with or result in the
acceleration of rights, or benefits or payments under any agreement, instrument,
statute, regulation, rule, order, writ, judgment or decree to which the
Purchaser's Guarantor is directly or indirectly a party or is directly or
indirectly subject, except for such violations and conflicts which will not (x)
prevent or materially delay consummation of the transaction contemplated by

<PAGE>

this Agreement or the Purchaser's Guaranty; (y) prevent Purchaser's Guarantor
from performing its obligations under this Agreement or the Purchaser's
Guaranty; or (z) result in a Material Adverse Effect.

                  (d)      Litigation.

                  Except as specified in the Disclosure Schedule, there are no
lawsuits, actions, arbitrations or other proceedings pending or threatened by
any Person against or affecting the Purchaser's Guarantor by or before any
court, arbitrator or Governmental Authority which would prohibit any of the
transactions contemplated by this Agreement or the Purchaser's Guaranty.

                  (e)      No Breach.

                  Except as specified in the Disclosure Schedule, neither the
execution and delivery of this Agreement or the Purchaser's Guaranty by
Purchaser's Guarantor, nor the consummation of the transactions contemplated
hereby or thereby will violate or conflict with, or result in the acceleration
of rights, benefits or payments under; (i) any provision of the Purchaser's
Guarantor's articles of incorporation or bylaws; (ii) any statute, law,
regulation or governmental order to which the Purchaser's Guarantor or the
assets and properties of any thereof are bound or subject; (iii) any commitment
to which the Purchaser's Guarantor is a party or by which it or any of its
properties may be bound or subject; and (iv) any agreement, contract or
commitment of the Purchaser's Guarantor or to which it is a party or by which it
or any of its properties may be bound or subject, except, with respect to
clauses (ii), (iii) and (iv), for such violations and conflicts which will not
(y) prevent or materially delay consummation of the transactions contemplated by
this Agreement, and the Purchaser's Guaranty or (z) prevent Purchaser's
Guarantor from performing its obligations under this Agreement, and the
Purchaser's Guaranty.

                  (f)      Actions and Proceedings.

                  Except as specified in the Disclosure Schedule, no proceeding
or investigation is pending or threatened before any court, arbitrator or
administrator or Governmental Authority, bureau or agency to restrain or
prohibit, or to obtain damages, a discovery order or other relief in connection
with this Agreement, or the Purchaser's Guaranty or any material part of the
transactions contemplated hereby or thereby.

                  (g)      Independent Decision.

                  Purchaser's Guarantor has made its own analysis and
independent judgment of the commercial potential, condition and usefulness of
the Assets, and is not relying upon any projections from Sellers regarding
prospective operations of the Assets in the future.

                  (h)      No Knowledge of Breaches.

                  Except for any breaches of representations or covenants, the
consequences of which have been waived by Purchaser's Guarantor, Purchaser's
Guarantor has no knowledge of any breaches of any representation or covenant
herein by Sellers.

<PAGE>

                  (i)      Financial Capacity; Future Performance.

                           (i)      Purchaser's Guarantor has or will have the
financial capacity to guaranty the purchase and operation of the Assets.
Purchaser's Guarantor is not aware of any facts or circumstances that now or in
the future would have a Material Adverse Effect on its financial condition,
results of operations, business, properties, assets, or liabilities. Purchaser's
Guarantor is solvent, is not in the hands of a receiver, nor is any receivership
pending, and no proceedings are pending by or against it for bankruptcy or
reorganization in any state or federal court.

                           (ii)     The Financing Commitments are still in full
force and effect and have not been modified, amended, revised or otherwise
changed in any respect and the financing parties thereunder have not given any
indication that the prospects of obtaining the financing have changed adversely
in any respect.

                  (j)      Guarantor Common Stock.

                                    The authorized equity securities of the
Purchaser's Guarantor consist of 150,000,000 shares of common stock, par value
$0.01 per share, of which 58,041,435 shares are issued and outstanding. For as
long as necessary under the terms of this Agreement, there will be sufficient
authorized but unissued shares to issue the Guarantor Common Stock as
contemplated by Section 2.5 of this Agreement and such Guarantor Common Stock,
if and when issued, will be duly authorized, validly issued, fully paid and
nonassessable.

                  (k)      Disclaimer.

                  Except as and to the extent set forth in this Agreement and
the other documents and instruments delivered in connection with this Agreement,
Purchaser's Guarantor makes no other representations or warranties, and
disclaims all liability and responsibility for any representation, warranty,
statement or information made or communicated (orally or in writing) to Sellers.

                                   ARTICLE VI
                                    COVENANTS

         6.1      Brokers' Fees. Each of Sellers and Purchaser represents and
warrants to the other that it has not incurred any liability for brokerage fees,
finder's fees, agent's commissions, or other similar forms of compensation in
connection with or in any way related to the transactions contemplated by this
Agreement, except with respect to the fee owed to Lehman Brothers Inc., which
fee shall be paid by Sellers. Each of Sellers and Purchaser agrees to indemnify,
defend and hold the other and its related persons harmless from any claim or
demand for any commission, fee or other compensation by any broker, finder,
agent or similar intermediary claiming to have been employed by or on behalf of
the indemnifying party, and to bear the cost of attorneys' fees and expenses
incurred in defending against any such claim.

<PAGE>

         6.2      Conduct of Business by Sellers Pending Closing. Sellers
covenant and agree with Purchaser that, from the date of this Agreement until
the Closing Date, Sellers will conduct the Business only in the ordinary and
usual course consistent with past practices. Notwithstanding the preceding
sentence, Sellers covenant and agree with Purchaser that, except as specifically
contemplated in this Agreement, from the date of this Agreement until the
Closing Date, without the prior written consent of Purchaser or as set forth in
the Disclosure Schedule:

                  (a)      Sellers will not (i) merge or consolidate with, or
transfer all or substantially all of the Assets to another business entity; (ii)
liquidate, wind-up or dissolve (or suffer any liquidation or dissolution); or
(iii) enter into any contract, agreement, commitment or arrangement with respect
to any of the foregoing.

                  (b)      Sellers will not (i) acquire any corporation,
partnership or other business entity or any interest therein; (ii) sell, lease
or sublease, transfer or otherwise dispose of, mortgage, pledge or otherwise
encumber any assets that have a value at the time of such sale, lease, sublease,
transfer, disposition or encumbrance in excess of $500,000, individually, or
$5,000,000, in the aggregate (other than sales of products in the ordinary
course of business); (iii) make any material loan, advance or capital
contribution to, or investment in, any Person (other than loans or advances in
the ordinary course of business); or (iv) enter into any contract, agreement,
commitment or arrangement with respect to any of the foregoing. -

                  (c)      Other than loans or other advances received from
Sellers, Sellers will not (i) incur any material indebtedness for borrowed
money; (ii) incur any other material obligation or liability (other than
liabilities incurred in the ordinary course of business); (iii) assume, endorse,
guarantee or otherwise become liable or responsible (whether directly,
contingently or otherwise) for the liabilities or obligations of any Person or
its Affiliates (other than endorsements of negotiable instruments in the
ordinary course of business); or (iv) enter into any contract, agreement,
commitment or arrangement with respect to any of the foregoing.

                  (d)      Sellers will not enter into any new employee benefit
plan, program or arrangement or any new employment, severance or consulting
agreement, grant any general increase in the compensation of officers or
employees (including any such increase pursuant to any bonus, pension,
profit-sharing or other plan or commitment) or grant any increase in the
compensation payable or to become payable to any employee, except in accordance
with pre-existing contractual provisions or in the ordinary course of business.

                  (e)      Sellers will keep and maintain accurate books,
records and accounts in accordance with GAAP.

                  (f)      Sellers will not create, incur, assume or permit to
exist any Lien on any of its assets except for Permitted Liens.

                  (g)      Sellers will (i) pay or accrue all Taxes, assessments
and other governmental charges imposed upon any of the Assets or with respect to
the Business before any penalty or interest accrues thereon; (ii) pay all claims
(including claims for labor, services, materials and supplies) that have become
due and payable and which by law have or may

<PAGE>

become a Lien upon any of its assets prior to the time when any penalty or fine
shall be incurred with respect thereto or any such Lien shall be imposed
thereon; and (iii) comply in all material respects with the requirements of all
Applicable Laws of any Governmental Authority, obtain or take all Governmental
Actions necessary in the operation of its business, and comply with and enforce
the provisions of all Material Contracts to which it is a party, including
paying when due all rentals, royalties, expenses and other liabilities relating
to its business or assets; provided, however, that Sellers may contest the
imposition of any such Taxes, assessments and other governmental charges, any
such claim, or the requirements of any applicable law, rule, regulation or order
or any Material Contract if done so in good faith by appropriate proceedings and
if adequate reserves are established in accordance with GAAP or as may be
determined as sufficient by Sellers.

                  (h)      Sellers will preserve and keep in full force and
effect its legal existence and material rights and franchises.

                  (i)      Sellers shall maintain in full force and effect the
insurance in accordance with past practices.

                  (j)      Sellers will cause the construction financing with
regard to the "peaking power" turbine located in Memphis to be paid or satisfied
in full on or prior to the Closing Date.

                  (k)      Sellers will not engage in any practice, take any
action or permit by inaction any of the representations and warranties contained
in Article IV to become untrue.

                  (1)      Sellers shall endeavor to complete the actions
described on the Disclosure Schedule in connection with repairing the Fluid
Catalytic Cracking unit and related equipment at the Refinery before Closing. If
such Fluid Catalytic Cracking unit repairs have been commenced before Closing,
the Closing Date shall be automatically extended for a reasonable amount of
time, if necessary, to allow Sellers to complete such repairs. If Sellers have
not initiated the shutdown of the Fluid Catalytic Cracking unit to complete the
repairs prior to Closing, the Base Purchase Price shall be reduced by the amount
of $10,000,000 less any costs incurred by Sellers or their Affiliates in
preparing for the repair of the Fluid Catalytic Cracking unit and related
equipment and conducting such repairs. In connection with any actions taken by
the Sellers with respect to repairing the Fluid Catalytic Cracking unit and
related equipment, Purchaser shall be allowed to have representatives present
during any repairs to be performed by or at the request of Sellers on the Fluid
Catalytic Cracking unit and related equipment provided that such representatives
do not interfere with the actions taken in connection with this Section, the
Operations or the Business.

                  (m)      Sellers shall perform and pay for all maintenance and
capital projects with respect to the Assets in accordance with the Disclosure
Schedule.

                  (n)      During the period from the execution of this
Agreement to the Closing Date, Sellers shall endeavor to take the actions
requested by Purchaser listed on the Disclosure Schedule, and Purchaser shall
reimburse Sellers for all costs incurred relating to such actions at Closing.

<PAGE>

                  (o)      Subject to the terms of this Agreement and until the
Closing Date, Sellers shall continue to maintain and repair the Assets in the
same condition as of the date of this Agreement, normal wear and tear excepted.

         6.3      Access to Assets, Personnel and Information.

                  (a)      From the date hereof until the Closing Date, Sellers
will afford to Purchaser and the Purchaser Representatives, at Purchaser's sole
risk and expense, during normal business hours and on reasonable prior notice,
reasonable access to any of the assets, books and records, contracts, employees,
representatives, agents, consultants and facilities of Sellers and shall, upon
request, furnish promptly to Purchaser, at Purchaser's expense, a copy of any
file, book, record, report, contract, permit, correspondence, or other written
information, document or data (excluding personnel files) concerning Sellers or
the Assets that is within the possession or control of Sellers.

                  (b)      Purchaser and the Purchaser Representatives shall
have the right to make a physical assessment of the Assets and Operations of
Sellers and, in connection therewith, shall have the right to enter premises of
Sellers and inspect its assets and all buildings and improvements in or on which
the Sellers' Operations and the Assets are located and conduct such examinations
and studies as Purchaser deems necessary, desirable or appropriate for the
preparation of reports relating to Sellers. Sellers shall be provided not less
than 48 hours prior notice of such activities and all such activities shall be
conducted in a commercially reasonable manner, and Sellers and Sellers'
Representatives shall have the right to witness all such investigations.
Purchaser shall (and shall cause the Purchaser Representatives to) keep any data
or information acquired by any such examinations and the results of any analyses
of such data and information strictly confidential and will not (and will cause
the Purchaser Representatives not to) disclose any of such data, information or
results to any Person unless otherwise required by law or regulation and then
only after written notice to Sellers of the determination of the need for
disclosure. Purchaser shall indemnify, defend and hold Sellers and the Sellers'
Representatives harmless from and against any and all claims to the extent
directly resulting from the activities of Purchaser and the Purchaser
Representatives with respect to the assets and Operations of Sellers in
connection with conducting such physical assessment, except to the extent of and
limited by the fault, negligence or willful misconduct of Sellers or any Sellers
Representative.

                  (c)      Sellers will cause the Sellers' Representatives to
cooperate in all reasonable respects with Purchaser and the Purchaser
Representatives in connection with Purchaser's examinations, evaluations and
investigations described in this Section 6.3.

                  (d)      Except as required by law or regulation, Purchaser
will not (and will cause the Purchaser Representatives not to) use any
information obtained pursuant to this Section 6.3 for any purpose unrelated to
the consummation of the transactions contemplated by this Agreement.

<PAGE>

                  (e)      Notwithstanding anything in this Section 6.3 to the
contrary, Sellers shall not be obligated under the terms of this Section 6.3 to
disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or
the Purchaser Representatives access to, information that is within Sellers'
possession or control but subject to a valid and binding confidentiality
agreement with a third party without first obtaining the consent of such third
party, and, to the extent reasonably requested by Purchaser, Sellers will use
reasonable efforts to obtain any such consent.

                  (f)      Notwithstanding anything to the contrary in this
Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall
remain in full force and effect and shall apply to the Parties hereto as fully
as if each were a signing party thereto following the execution of this
Agreement until the Closing, unless terminated as described therein and is
hereby incorporated herein by reference and shall constitute a part of this
Agreement for all purposes. Any and all information received by Purchaser
pursuant to the terms and provisions of this Agreement shall be governed by the
applicable terms and provisions of the Confidentiality Agreement.

         6.4      Additional Arrangements. Subject to the terms and conditions
herein provided, each of Sellers and Purchaser shall take, or cause to be taken,
all action and shall do, or cause to be done, all things necessary, appropriate
or desirable under any applicable laws and regulations or under applicable
governing agreements to consummate and make effective the transactions
contemplated by this Agreement, including using such Party's reasonable efforts
to obtain all necessary waivers, consents and approvals and effecting all
necessary registrations and filings. Each of Sellers and Purchaser shall take,
or cause to be taken, all action or shall do, or cause to be done, all things
necessary, appropriate or desirable to cause the covenants and conditions
applicable to the transactions contemplated hereby to be performed or satisfied
as soon as practicable. In addition, if any Governmental Authority shall have
issued any order, decree, ruling or injunction, or taken any other action that
would have the effect of restraining, enjoining or otherwise prohibiting or
preventing the consummation of the transactions contemplated hereby, each of
Sellers and Purchaser shall use reasonable efforts to have such order, decree,
ruling or injunction or other action declared ineffective as soon as
practicable.

         6.5      Public Announcements. Sellers may issue a press release
announcing the sale, price, and terms upon execution of this Agreement. Prior to
the Closing, Purchaser and Sellers will consult with the other before issuing
any other press release or otherwise making any other public statement with
respect to the transactions contemplated by this Agreement, and the party
desiring to issue a press release shall not issue any press release or make any
such public statement prior to obtaining the approval of the other party, which
approval shall not be unreasonably withheld; provided, however, that prior
notice shall be required but prior approval shall not be required where such
release or announcement is required by applicable law, securities regulations or
stock exchange rules; and provided further, that either Sellers or Purchaser may
respond to inquiries by the press or others regarding the transactions
contemplated by this Agreement, so long as such responses are consistent with
such party's previously issued press releases.

<PAGE>

         6.6      Payment of Expenses. Each Party shall bear its own expenses
incurred in connection with the transactions contemplated herein, including all
fees and expenses of agents, representatives, counsel and accountants engaged by
it, whether or not the Closing occurs.

         6.7      Further Assurances. Sellers and Purchaser each agrees that,
from time to time after the Closing Date, it will execute and deliver such
further instruments, including instruments of conveyance and transfer, and take
such other action as the other Party may reasonably request in order more
effectively to convey and transfer to Purchaser the Assets and to assist in
completing the other transactions contemplated by this Agreement.

         6.8      Preservation of Files and Records. For a period of seven years
after the Closing Date: (a) Purchaser shall preserve all files and records
relating to the Assets that are less than seven years old, shall allow Sellers
or its designee reasonable access to such files and records and the right to
make copies and extracts therefrom at any time during normal business hours and
shall not dispose of any thereof without first offering them to Sellers; and (b)
Sellers shall preserve all files and records relating to the Assets that are
less than seven years old and that are retained by Sellers, shall allow
Purchaser or its designee reasonable access to such files and records relating
to the Assets or any of them as may be in Sellers' possession and the right to
make copies and extracts therefrom at any time during normal business hours and
shall not dispose of any thereof without first offering them to Purchaser.

         6.9      Business Employees.

                  (a)      Employees in General

                  The Disclosure Schedule contains a true and complete list of
each employee who performs services directly related to the Business as of the
Effective Date and is represented by the Union (as defined in 6.9(b) herein)
(each, a "Represented Employee"), and each regular, full-time and regular,
part-time employee who performs services directly related to the Business as of
the Effective Date and is not represented by the Union (each, a "Non-Represented
Employee"). The Represented Employees and Non-Represented Employees are
sometimes collectively referred to herein as "Business Employees."

                  (b)      Represented Employees

                  Sellers represent that they are bound by the Collective
Bargaining Agreement and all existing Memoranda of Agreement or Understanding,
which are listed on the Disclosure Schedule ("Collective Bargaining
Agreements"), between Sellers and PACE International Union, Local 5-0631 (the
"Union"). Purchaser agrees to: (i) comply with all legal requirements that may
be applicable as a result of the Represented Employees being represented by any
labor organization, (ii) recognize the Union as the exclusive bargaining unit
for the Representative Employees and (iii) assume all rights and obligations of
Sellers under the Collective Bargaining Agreement.

<PAGE>

                  (c)      Offers of Employment

                           (i)      At least 30 days before Closing, Purchaser
shall offer full-time employment to each Represented Employee meeting
Purchaser's written employment qualifications and shall consider as a candidate
for employment each Non-Represented Employee, provided that, any such
consideration or offers shall be conditioned upon the Closing and shall require
acceptance at least ten (10) business days before Closing. Sellers or their
Affiliates may not make offers of continuing employment to the Business
Employees except pursuant to a protocol mutually agreed by the Parties. As soon
as practicable after the signing of this Agreement, Sellers shall provide, and
cause their Affiliates, as appropriate, to provide, Purchaser with the current
title, title history, years of service, current salary, salary history, position
description, detailed organization charts, current bonus eligibility and level
and payment history and accrued vacation of each Business Employee; provided,
however, Sellers shall have no obligation to provide any such information with
respect to any employee if the consent of such employee is necessary and Sellers
are unable to obtain such consent after reasonable effort.

                           (ii)     Purchaser shall notify Sellers of the
acceptance of any employment offer made by Purchaser, within five (5) business
days of the acceptance of such offer.

                           (iii)    Upon Closing, Sellers shall terminate and
Purchaser shall thereupon employ each Business Employee who accepts Purchaser's
offer of employment and satisfies all of Purchaser's written employment
qualifications. Sellers agree to use their reasonable efforts to assist
Purchaser in the orderly transition to Purchaser of any such Business Employees.
Each such accepting Business Employee shall, from the Closing Date, be known as
a "Purchaser's Employee."

                           (iv)     Purchaser shall provide Non-Represented
Employees who become Purchaser's Employees with an opportunity for compensation,
including incentive compensation, and benefits, excluding retiree welfare
benefits, that is consistent with the compensation and benefits that Purchaser
pays its similarly situated employees.

                  (d)      Employee Benefits for Purchaser's Employees

                           (i)      The Represented Employees' participation in
Purchaser's employee pension benefit plans and employee welfare benefit plans
shall be subject to the legal obligations that exist as a result of the
Represented Employees being represented by any labor organization. Purchaser
shall permit the Non-Represented Employees who become Purchaser's Employees to
participate in all of the Purchaser's employee pension benefit plans (as that
term is defined by Section 3(2) of the Employee Retirement Income Security Act
of 1974 ("ERISA")), employee welfare benefit plans (as that term is defined by
Section 3(1) of ERISA), and other benefit programs, policies, and practices that
are or will be generally available to Purchaser's similarly situated employees,
excluding retiree welfare benefits.

                           (ii)     With respect to each Purchaser's Employee
and/or dependent of a Purchaser's Employee who elects to participate in
Purchaser's employee welfare benefit plans, to which they are eligible,
Purchaser shall waive any pre-existing-condition exclusions to coverage, any
evidence-of-insurability provisions, and any waiting-period requirements, as
permitted under Purchaser's contractual obligations, under its employee welfare
benefit plans that had been waived or otherwise satisfied under comparable
employee welfare benefit plans sponsored by the

<PAGE>

Sellers or an Affiliate of Sellers, provided the Purchaser's Employee enrolls
within thirty-one (31) days of his or her employment commencement date. For each
Purchaser's Employee and/or dependent of a Purchaser's Employee, Purchaser shall
also apply towards any deductible requirements and out-of-pocket maximum limits
under its employee welfare benefit plans applicable to the calendar year in
which the Closing occurs any amounts paid by such Purchaser's Employee or
dependent of a Purchaser's Employee toward such requirements and limits under
the Sellers or an Affiliate of Sellers' employee welfare benefit plans in which
he or she participated during such year. Purchaser shall notify Sellers if a
Purchaser's Employee and dependent of a Purchaser's Employee fails to enroll in
one of Purchaser's health plans upon initial eligibility.

                           (iii)    Purchaser shall cause all its employee
welfare benefit plans programs, policies, and practices in which the Purchaser's
Employees participate, including Purchaser's vacation and sick leave programs
and severance plans or programs, to recognize that service as recognized by the
Sellers' or an Affiliate of Sellers' employee welfare benefit plans, programs,
policies and practices, including vacation and sick leave programs, for all
purposes, including eligibility to participate, eligibility for enrollment,
eligibility for the commencement of benefits, and eligibility for the levels of
benefits. Purchaser shall cause its employee pension benefit plans (whether
defined contribution plans, as defined in Section 3(34) of ERISA, or defined
benefit plans, as defined in Section 3(35) of ERISA) to recognize that service
as recognized by the Sellers' or an Affiliate of Sellers' employee pension
benefit plans for all purposes, including eligibility to participate,
eligibility for enrollment, eligibility for vesting, eligibility for the
commencement of benefits, eligibility for the forms of benefits, including death
benefits, and eligibility for the levels of benefits. Purchaser shall not be
required to recognize or cause its employee pension benefit plans to recognize
for purposes of benefit accruals that service recognized by the Sellers'
employee pension benefit plans.

                           (iv)     With respect to all Purchaser's Employees,
Purchaser shall assume, without duplication of benefits, all current calendar
year accrued but unused paid-time-off under the Sellers' or their Affiliates'
paid-time-off program as of the Effective Date using the same methodology used
by the Sellers or their Affiliates immediately prior to the Effective Date for
crediting service and determining the amount of such paid-time-off benefits;
provided, however, the paid-time-off to be assumed pursuant to this Section
6.9(d)(iv) shall not include any paid-time-off carried over from the prior
calendar year regardless of whether the Sellers' or their Affiliates'
paid-time-off programs provides for such carryover. With respect to Purchaser's
Employees, Purchaser shall also be responsible for vacation earned after the
Effective Time.

                           (v)      Sellers or their Affiliates shall pay such a
Severance Benefit as is consistent with The Williams Companies, Inc. Severance
Pay Plan in effect at the applicable time ("The Williams Companies, Inc.
Severance Pay Plan"), to each Business Employee that Sellers or their Affiliates
terminate as a result of this sale, and to whom Purchaser does not offer
employment prior to Closing or to whom Purchaser offers employment and such
offered employment is not at a comparable level as described under The Williams
Companies, Inc. Severance Pay Plan ("Sellers' Employee"). Sellers will be liable
for the first $2,000,000 of such Severance Benefits and Purchaser and
Purchaser's Guarantor shall be jointly and severally liable for the cost of any
Severance Benefit that exceeds the $2,000,000 payable by the Sellers and

<PAGE>

their Affiliates pursuant to this subparagraph. The "Severance Benefit" shall
mean the cash payment applicable to Sellers' Employee under The Williams
Companies, Inc. Severance Pay Plan and any other separation related expenses and
liabilities including, without limitation, any payments due in connection with
WARN Act (as defined below) liability, continuing healthcare coverage,
outplacement assistance.

                           (vi)     Effective as of the Closing Date,
Purchaser's Employees shall become fully vested in their account balances in any
defined contribution or 401(k) Plan, including the Mid-South Savings and
Retirement Plan, maintained by Sellers or their Affiliates on behalf of such
-Purchaser's Employees (the "Seller Savings Plan") and distributions of such
account balances shall be made available to such Purchaser's Employee as soon as
reasonable following the Closing Date, in accordance with the provisions of the
Seller Savings Plan and applicable law. Thereafter, Purchaser shall accept
rollover contributions from the Seller Savings Plan into a defined contribution
or 401(k) Plan maintained by Purchaser of the account balances distributed to
the Purchaser's Employees from the Sellers Savings Plan.

                  (e)      Liabilities

                           (i)      Purchaser shall indemnify Sellers and their
Affiliates against all liabilities arising out of the notification or other
requirements of the Worker Adjustment and Retraining Notification Act of 1988,
as amended (the "WARN Act"), with respect to the Purchaser's Employees in
connection with actions taken by Purchaser after the Effective Time. Sellers
shall indemnify Purchaser against all liabilities under the WARN Act with
respect to Business Employees in connection with actions taken by Sellers prior
to the Effective Time, subject to the limitations set forth in Section
6.9(d)(v).

                           (ii)     Sellers shall be responsible for workers'
compensation claims with respect to any Purchaser's Employee if the incident or
alleged incident giving rise to the claim occurred prior to the Effective Time.
Purchaser shall be responsible for any workers' compensation claims with respect
to any Purchaser's Employee if the incident or alleged incident giving rise to
the claim occurs after the Effective Time. In the event of doubt as to the date
of the occurrence of the incident or alleged incident, Purchaser shall process
the claim; provided, however, the processing of such claim shall not result in
Purchaser being liable for the entire claim. In such case, Purchaser and Sellers
will agree on an equitable manner to allocate the actual liability.

                  (1)      Indemnities

                           (i)      To the maximum extent permitted by
Applicable Law, Sellers shall defend, indemnify, and hold harmless Purchaser
from and against any damages, and any fines, penalties and assessments, arising
out of Claims by Business Employees that arise prior to, on, or after the
Effective Time and relate to their employment with, or the termination of their
employment from, the Sellers, except to the extent such damages, fines,
penalties and assessments are assumed by Purchaser hereunder.

<PAGE>

                           (ii)     To the maximum extent permitted by
Applicable Law, Purchaser shall defend, indemnify, and hold harmless Sellers and
their Affiliates from and against any damages, and any fines, penalties and
assessments, arising out of Claims by the Purchaser's Employees that arise on or
after the Effective Time which relate to their employment with, or the
termination of their employment from, the Purchaser.

                           (iii)    To the maximum extent permitted by
Applicable Law, Purchaser shall defend, indemnify, and hold harmless Sellers and
their Affiliates from and against any damages, and any fines, penalties and
assessments, arising out of Claims that arise prior to, on or after the
Effective Time and relate to Purchaser's interviews of Business Employees,
Purchaser's hiring selection criteria and procedures, and/or Purchaser's failure
or refusal to hire any of the Business Employees.

                  (g)      Enforceability

                  The provisions of this Section 6.9 are intended to be for the
benefit of, and shall be enforceable by, Sellers and their Affiliates and
Purchaser and its Affiliates and their respective successors.

         6.10     Bonds and Guaranties. Upon Closing, Purchaser will assume all
obligations for bonding for state motor fuel tax purposes with respect to the
Business conducted by Purchaser after Closing. Schedule 6.10 of the Disclosure
Schedule lists the motor fuel tax bonds that Sellers currently have in place.
Upon Closing, Sellers will terminate the guaranties that are listed on Schedule
6.10 of the Disclosure Schedule and Purchaser will assume all obligation to
replace such guaranties as the counterparties thereto require.

         6.11     Environmental Insurance. Sellers shall purchase from AIG a
fully pre-paid, ten (10)-year environmental pollution legal liability policy
naming Purchaser as an additional named insured for all coverages, except A 1,
and covering all unknown environmental response activities and all third-party
liabilities arising from unknown pre-Closing releases of Hazardous Materials
upon any properties of Sellers as specified in such policy, a specimen of which
is attached as Exhibit I (the "Environmental Insurance Policy"). The
Environmental Insurance Policy shall have the deductibles and limits set forth
in such specimen policy. Purchaser covenants and agrees to comply with the terms
of the Environmental Insurance Policy.

         6.12     Use of Trademarks, Williams Marks.

                  (a)      Any and all trademarks, service marks, trade names
and associated goodwill, slogans and other like property owned by Sellers or
their Affiliates in which the name "Williams" or any derivatives or variations
thereof is used, the Williams logos and any derivatives or variations thereof,
and any and all rights to use any such trade-marks, service marks, trade names
or slogans owned by any other party are referred to as the "Williams Marks".
Except as specifically provided herein, no license to the Williams Marks is
hereby granted, and Purchaser is precluded from any use of the Williams Marks on
any of its products or services as a means of corporate identity or in any of
its communications. Purchaser acknowledges and agrees with Sellers that as
between Sellers and Purchaser, Sellers and their Affiliates have the absolute
and exclusive proprietary right to all Williams Marks and other marks owned by
Sellers

<PAGE>

or their Affiliates, and all rights to which, and that the goodwill represented
thereby and pertaining thereto are being retained by Sellers and their
Affiliates.

                  (b)      Effective upon the Closing Date, the Sellers and
their Affiliates grant to Purchaser a nonexclusive, nontransferable,
royalty-free license, without right to sublicense, to use, solely in the
Business as they are presently conducted, any and all Williams Marks owned by
Sellers and their Affiliates solely to the extent appearing on existing
Inventory, advertising materials and property of Sellers or their Subsidiaries
(such as signage, vehicles, and equipment) for a period of three (3) months from
the Closing Date ("License Period").

                  (c)      The Purchaser may use such existing Inventory,
advertising materials and property during the License Period, but shall not
create new Inventory, advertising materials or property using the Williams
Marks. Purchaser shall promptly replace or remove the Williams Marks on
Inventory, advertising materials and property, provided that all such use shall
cease no later than the end of the License Period.

                  (d)      The nature and quality of all uses of the Williams
Marks by the Purchaser shall conform to the Sellers' existing quality standards.
Immediately upon expiration of the License Period, the Purchaser shall cease all
further use of the Williams Marks and shall adopt new trademarks, service marks,
and trade names which are not confusingly similar to the Williams Marks.

                  (e)      All rights not expressly granted in this section with
respect to the Williams Marks are hereby reserved. In the event the Purchaser
breaches the provisions of this section, Sellers may immediately terminate the
License Period upon 15 days written notice. In such event, Sellers shall be
entitled to specific performance of this Section 6.12 and to injunctive relief
against further violations, as well as any other remedies at law or in equity.

         6.13     Purchaser's Notice. Not later than ten (10) days prior to the
Closing Date, and, again, on the Closing Date prior to the Closing, Purchaser
shall notify Sellers of any breaches of representations or covenants herein by
Sellers of which Purchaser has knowledge at the time of such notice and with
respect to which a prior notice has not been given pursuant to this Section.

         6.14     Other Tax Matters.

                  (a)      Sellers agree to provide Purchaser and Purchaser
agrees to provide Sellers with such cooperation and information as the other
shall reasonably request in connection with the preparation or filing of any tax
return required under this Agreement.

                  (b)      At the Closing, Sellers shall deliver to Purchaser a
certificate (i) stating that it is not a foreign corporation, foreign
partnership, foreign trust or foreign state, (ii) providing its U.S. Employer
Identification Number and (iii) providing its address, all pursuant to Section
1445 of the Code, such certificates to be substantially in the form attached
hereto as Exhibit J.

<PAGE>

                  (c)      The obligations and agreements contained in this
Section 6.14 shall survive without limitation.

         6.15     Information Technology. As soon as practical after the
execution of this Agreement, the Parties shall each designate representatives to
a migration team (the "IT Migration Team") that shall assist Purchaser with
identifying the specific software and hardware necessary for Purchaser to
continue operations of the Business in the manner in which they operate as of
the Closing Date. The IT Migration Team shall also assist Purchaser with
developing a detailed plan to include cost estimates and timetables for the
conversion, loading and integrating of Sellers' existing data into Purchaser's
information technology systems, and the transfer or replacement of licenses and
maintenance agreements not currently held in the Sellers' names ("IT Migration
Plan"). The IT Migration Team shall complete the creation of the IT Migration
Plan no later than thirty (30) days after Closing. The time period for
implementation of the IT Migration Plan, which period shall proceed no longer
than ninety (90) days after Closing, shall be referred to as the "IT Migration
Period." -

         On or before the expiration of the IT Migration Period, Sellers shall,
and shall cause their Affiliates, at Sellers' sole option, to either: (i) assign
(to the extent assignable) to Purchaser all of their respective right, title and
interest in the Intellectual Property that is licensed from non-Affiliates, and
secure any consents necessary for such assignment and for the use by Sellers and
Sellers' Affiliates thereof on behalf of Purchaser during the IT Migration
Period; or (ii) obtain for the Purchaser, on commercially reasonable terms,
comparable replacements for any such Intellectual Property that is not assigned
pursuant to (i) above. Fees, costs and expense for license transfers or
replacements shall be borne by Purchaser. Each Party shall bear its respective
labor costs in connection with the creation of the IT Migration Plan and any
implementation of the IT Migration Plan that occurs during thirty (30) days
after Closing. Thereafter, all costs related to the implementation of the IT
Migration Plan shall be borne by Purchaser.

         Purchaser shall assume or pay all termination costs related to the
hardware leases identified during development of the IT Migration Plan,
including but not limited to servers and personal computers, at the time such
costs are identified.

         6.16     Non-Software Copyright License. Effective upon the Closing
Date, Sellers, for themselves and on behalf of their Affiliates, hereby grants
to Purchaser a nonexclusive royalty-free, perpetual license, without right to
sublicense, to use, copy, modify, enhance, and to upgrade, solely for their
internal business purposes and not as a service bureau, all manuals, user
guides, standards and operation procedures and similar documents owned by
Sellers and/or their Affiliates and used in the Business. All copies of the
foregoing must reproduce and include all copyright and other intellectual
property rights notices provided by Sellers.

         6.17     Software License. Effective upon the Closing Date, Sellers,
for themselves and on behalf of their Affiliates, hereby grant to Purchaser, a
nonexclusive royalty-free, perpetual license, without right to sublicense, to
use, copy, modify, enhance, and upgrade, solely for their internal business
purposes and not as a service bureau, all computer software owned by Sellers
and/or their Affiliates which is used in connection with the Business as
conducted as of the Closing Date and with respect to which Sellers or their
Affiliates have the right to grant such a license ("Licensed Software"). Any
copies of the Licensed Software and any documentation

<PAGE>

related thereto must contain all copyright and other intellectual property
rights notices included thereon. Purchaser shall not be entitled to receive and
Sellers and their Affiliates shall have no obligation to provide any
modifications, enhancements, or upgrades made to the Licensed Software developed
subsequent to the Closing Date. Ownership of all intellectual property rights in
the Licensed Software remains with Sellers and their Affiliates. Purchaser shall
not take any action inconsistent with Sellers' and their Affiliates' rights in
the Licensed Software. All rights not expressly granted herein to Purchaser are
retained by Sellers and their Affiliates. Except as otherwise expressly provided
in this section, the Licensed Software and any related documentation are
provided on an "as is" basis. Sellers and their Affiliates hereby expressly
disclaim any implied warranty of merchantability or fitness for a particular
purpose. Sellers and their Affiliates do not warrant that the Licensed Software
or documentation are error-free or that Purchaser's use thereof will be
uninterrupted.

         6.18     HSR Act Filing.

                  (a)      Purchaser and Sellers agree to take or cause to be
taken all actions necessary to (i) make the filings required of Purchaser and
Sellers, or any of their respective Affiliates, under the HSR Act promptly, but
in no event later than ten (10) business days of the date hereof; (ii) comply at
the earliest practicable date with any request for additional information or
documentary material (or any similar request for information and/or documents)
received by Purchaser, Sellers, or any of their respective Affiliates from the
Antitrust Division of the United States Department of Justice, the United States
Federal Trade Commission, or the antitrust or competition law authorities of any
State of the United States (the "Antitrust Authority") pursuant to any
applicable antitrust law; and (iii) cooperate in connection with any filing
under applicable antitrust laws and in connection with resolving any
investigation or other inquiry concerning the transactions contemplated hereby
commenced by any Antitrust Authority pursuant to any applicable antitrust law.
Purchaser shall promptly inform Sellers, and Sellers shall promptly inform
Purchaser of any material communication made to, or received by such party from
any Antitrust Authority regarding any of the transactions contemplated hereby.
Sellers and Purchaser agree that the other Party will have the right and be
given the opportunity to have representatives attend all meetings with any
Antitrust Authority regarding the transactions contemplated hereby or any of the
matters described in this Section 6.18.

                  (b)      Without limiting the generality of subsection
6.18(a), Sellers, Purchaser and their Affiliates shall take all actions (using
commercially reasonable best efforts) that are necessary or reasonably advisable
to (A) obtain approval of any Antitrust Authority of the transactions
contemplated hereby or (B) avoid delay in consummation of the transactions
contemplated hereby caused or likely to be caused by an investigation by any
Antitrust Authority; provided, however, each Party's obligations in connection
with the foregoing shall be limited to the extent that any such actions to be
taken by a Party are likely to result in a Material Adverse Effect with respect
to such Party.

         6.19     Consents to Assignment.

         (a)      Prior to Closing, Sellers agree to use reasonable business
efforts to obtain all consents to assignment of the Contracts, the Leases and
Easements and the Permits that are

<PAGE>

required to be obtained under this Agreement, even though failure to obtain
certain of the consents is not a condition precedent to the Closing, except as
provided for herein; provided, that neither Party shall be obligated to make
payments or incur obligations to third parties or governmental agencies to
obtain such consents except to pay such Party's reasonable expenses or to pay
normal fees to governmental agencies.

         (b)      To the extent that any Contracts, Leases and Easements or
Permits that would otherwise be assigned under this Agreement are not capable of
being assigned, transferred, subleased or sublicensed without the consent of, or
waiver by, any other party thereto or any other Person, or if such assignment,
transfer, sublease or sublicense or attempted assignment, transfer, sublease or
sublicense would constitute a breach thereof or a violation of any Applicable
Law, this Agreement shall not constitute an assignment, transfer, sublease or
sublicense, or an attempted assignment, transfer, sublease or sublicense of any
such Contract, Lease or Easement or Permit. For a period of one hundred and
twenty (120) days after Closing, Sellers shall continue to use their reasonable
efforts to obtain a consent to an assignment from Sellers to Purchaser of each
Contract, each of the Leases and Easements and Permits that, but for the first
sentence of this Section, would be assigned; provided, however, that Sellers
shall not be required to pay any consideration or suffer any financial
disadvantages to obtain such assignment.

         6.20     Casualty. Sellers shall bear the risk of loss with respect to
any and all physical damage, destruction or loss of any kind to the Improvements
and Equipment occurring during the period from the date of this Agreement until
the Closing Date ("Casualty"). If any Improvement or Equipment has been
materially damaged, destroyed or lost by Casualty occurring during the period
from date of this Agreement until the Closing Date, a good faith estimate for
appropriate repairs and/or replacements shall be immediately obtained by
Sellers' or their Affiliates' employees or third-party vendors hired by Sellers
or their Affiliates, at Sellers' sole cost and expense, if any, from a reputable
adjuster, independent contractor and/or vendor, as appropriate in Sellers' sole
discretion. If the total of the estimates for any one Casualty, or series of
related Casualties, exceeds One Hundred Thousand Dollars ($100,000), Sellers
shall notify Purchaser of the same in writing immediately after Sellers receive
such estimates. Written notification of such Casualty shall include a copy of
each of the employee's, adjuster's, contractor's and/or vendor's estimates
stating with reasonable specificity the materials and work to be provided in
regard to such repairs and/or replacements. In such event, and on the condition
that the estimates provided by the employee, adjuster, contractor and/or vendor
are reasonably acceptable to Purchaser, Purchaser shall have the option to have
Sellers either (i) complete, at Sellers' expense and prior to the Closing Date
if reasonably possible, any repairs and/or replacements necessary to restore
such Improvements and Equipment to at least their condition prior to the
occurrence of such Casualty, or (ii) convey or assign to Purchaser, no later
than the Closing Date, any insurance proceeds to which Sellers or their
Affiliates may be entitled as a result of the subject Casualty and credit to
Purchaser against the Purchase Price at the Closing the amount of any shortfall
between such insurance proceeds so conveyed or assigned and the total amount of
the estimates described above. If Sellers fail to obtain in a timely manner
estimates from a reliable employee, adjuster, independent contractor and/or
vendor under those circumstances where such are contemplated by this Section or
if the estimates provided to Purchaser by Sellers pursuant to this Section are
not reasonably acceptable to Purchaser, then

<PAGE>

Purchaser may obtain such estimates itself and shall provide copies of same to
Sellers immediately upon Purchaser receiving same. The cost of obtaining such
estimates, if any, shall be borne by Purchaser.

         6.21     Payment of Transfer Taxes; Recording Fees. Purchaser shall pay
(or if paid or required to be paid by Sellers, reimburse Sellers for) all Taxes
which are assessed or imposed with respect to the transfer of the Assets from
Sellers to Purchaser, and all costs to record any deeds. Each Party shall
cooperate with the other to take advantage of all applicable tax exemptions and
provide applicable tax exemption certificates. Purchaser shall pay any title
insurance premium due for any title insurance policies obtained by Purchaser and
Seller shall pay for the costs of any title search fees and survey costs for
searches and surveys initiated by Sellers.

         6.22     Payment of Certain Expenses Due and Payable After the
Effective Time; Cooperation.

         (a)      Purchaser shall pay, as and when due, all emissions fees,
permit fees and utility bills due and payable after the Effective Time, and
Sellers shall reimburse Purchaser within thirty (30) days after invoice for any
amounts under such bills attributable to any period prior to the Effective Time.
Purchaser shall pay, and be entitled to collect, any rents due subsequent to the
Effective Time under leases which are assumed Leases, and Sellers shall either
pay, or be entitled to receive from Purchaser, as the case may be, within thirty
(30) days after invoice or notice, any amounts attributable to any period prior
to and including the Effective Time.

         (b)      Purchaser shall file, or cause to be filed, all required
reports and returns incident to all ad valorem taxes, real property taxes,
personal property taxes and similar obligations, which reports and returns are
due on or after the Effective Time and shall pay or cause to be paid to the
taxing authorities all such taxes reflected on such reports or returns even if
same are for periods prior to the Effective Time and Sellers shall reimburse
Purchaser within thirty (30) days after invoice for any such taxes and similar
obligations which are attributable to any period prior to the Effective Time;
however, under no circumstances shall such reimbursement be greater than the
result of (i) the pro-rated amount Sellers or their Affiliates would have paid
if Sellers or their Affiliates had remained the owner of the Assets, less (ii)
any liabilities attributable to the Assets which are paid by Sellers directly to
any local Governmental Authority or school district.

         (c)      Sellers and Purchaser agree to cooperate with the other in the
event one of them or their Affiliates are involved in a tax controversy
concerning the Assets and the other has either records or personnel which may be
of assistance to the Party engaged in the controversy. Sellers and Purchaser
further agree that if, in such Party's view, such cooperation becomes an
unreasonable financial burden, they will agree upon a reasonable method of
reimbursement to the burdened Party.

         (d)      Purchaser shall pay the transfer tax or registration fee for
all vehicles transferred to Purchaser as part of the Assets.

<PAGE>

         (e)      If a Party hereto makes or has made any payment to a third
party pursuant to any assigned Contract, Lease, agreement or commitment; and (i)
such payment is made in respect of work performed, services provided or goods
delivered during a period of time which includes the Effective Time; or (ii) the
Effective Time intervenes between the making of such payment and the performance
of the work or services or delivery of goods, the Parties will allocate the
burden of such payment in a manner which reflects the relative benefit of such
work performed, services provided or goods delivered to each Party; provided,
however, it shall be presumed that any work performed, services provided or
goods delivered prior to and including the Effective Time are for the benefit of
Sellers and any work performed, services provided or goods delivered after the
Effective Time are for the benefit of Purchaser.

         6.23     Relationship of the Parties.

         (a)      Nothing in this Agreement or the other agreements contemplated
hereby shall be construed to create any joint venture, partnership, agency or
other similar fiduciary relationship between the parties hereto or thereto. The
Parties and their Affiliates under this Agreement and the other agreements
contemplated hereby are nothing other than independent contractors for the sale
or purchase of specific property, goods or services. The Parties hereto
acknowledge that, for purposes of this Agreement and the other agreements
contemplated hereby, (i) none of the Parties or their Affiliates shall be
considered to be the agent, representative, employee, master, or servant of the
others for any purpose, (ii) none of the Parties or their Affiliates shall have
any obligation to manage or operate any of their respective businesses with any
duty or standard of care to the other Party or their Affiliates, and (iii) none
of the Parties or their Affiliates have any authority, right or power to enter
into a contract or commitment, assume any obligation or make any representation
or warranty on behalf of the others (except as expressly specified in this
Agreement or the other agreements contemplated hereby). The Parties agree and
acknowledge that except as expressly provided herein or in the other agreements
contemplated hereby, none of the Parties or their Affiliates shall owe duties,
fiduciary or otherwise, to the other. The Parties and their Affiliates are, and
will be after Closing, competitors with the right to pursue any business
opportunity for their respective individual benefit and make no representation
or warranty regarding the manner in which they will conduct their respective
businesses and operations. None of the Parties or their Affiliates shall have
any obligation to refrain from (i) engaging in the same or similar activities or
lines of business as the Parties or their Affiliates, (ii) developing or
marketing any products or services that compete, directly or indirectly with
those Parties or their Affiliates, (iii) investing or owning any interest
publicly or privately in, or developing a business relationship with, any Person
engaged in the same or similar activities or lines of business as, or otherwise
in direct or indirect competition with, the Parties or their Affiliates, or (iv)
doing business with any client or customer of the Parties or their Affiliates.
None of the Parties or their Affiliates shall have any obligation to offer any
business opportunity and may modify or otherwise change any of their respective
businesses or operations at any time.

         6.24     Preparation of Audited Financial Statements. Sellers covenant
and agree with Purchaser that Sellers will take such actions as are reasonable
necessary to ensure audited consolidated financial statements of Sellers for the
years ended 1999, 2000 and 2001 and unaudited consolidated financial statements
of Sellers for the nine-month stub period ended

<PAGE>

September 30, 2002 relating to the Assets (the "Audited Financial Statements")
are made available to Purchaser as soon as practical after the execution of this
Agreement. The Audited Financial Statements are to be prepared in accordance
with GAAP, and all of the costs relating to the audit are to be paid by
Purchaser.

         6.25     Financing Covenants. Purchaser and Purchaser's Guarantor will
use their commercially reasonable best efforts to secure the financing which is
a condition for the Purchaser to perform its obligations hereunder as provided
in Section 7.2(e). In this regard, Purchaser and Purchaser's Guarantor will take
or cause to be taken all action that is reasonably required in order to comply
with or satisfy the Financing Commitments. Additionally, unless Purchaser has
the fully-committed financing and cash on hand to complete the purchase
contemplated by this Agreement at Closing, between the date of signing of this
Agreement and the Closing, Purchaser and Purchaser's Guarantor will not enter
into any commitment or transaction which would limit, hinder or impair
Purchaser's ability to consummate its purchase obligations hereunder. Purchaser
and Purchaser's Guarantor will keep Sellers informed of any revisions,
revocations, expirations, withdrawals or other changes in any of the Financing
Commitments that Purchaser or Purchaser's Guarantor may receive and in the
actions or prospects contemplated thereby. In the event that Purchaser or
Purchaser's Guarantor intends to issue a press release relating to the financing
described by this Section, Purchaser or Purchaser's Guarantor must first consult
with and obtain Sellers' approval of such press release, which approval will not
be unreasonably withheld.

         6.26     Stockholder Approval of Issuance of Guarantor Common Stock. If
stockholder approval is determined to be necessary under stock exchange rules
applicable to Purchaser's Guarantor in connection with the issuance of shares of
Guarantor Common Stock in lieu of a portion of the cash Purchase Price pursuant
to Section 2.5, Purchaser's Guarantor, shall:

                  (a)      at Closing, issue to Sellers (i) that number of
shares of Guarantor Common Stock which it is permitted to issue without
stockholder approval, and (ii) an exchangeable or convertible promissory note
which will, upon receipt of such stockholder approval, be automatically
exchanged for or converted into the number of shares of Guarantor Common Stock
which, when added to the number of shares issued at Closing, would equal the
total amount of Guarantor Common Stock which Sellers would have been entitled to
receive at Closing but for the requirement to obtain stockholder approval;

                  (b)      duly call, give notice of, convene and hold a special
meeting of its stockholders promptly following a determination that stockholder
approval is necessary for the purpose of considering and taking action upon a
proposal to approve such action as may be necessary for the issuance of the
shares of Guarantor Common Stock upon the exchange or conversion of such note;

                  (c)      prepare and file with the Commission a preliminary
proxy statement and use its commercially reasonable efforts (x) to obtain and
furnish the information required to be included by the Commission in the
definitive proxy statement, and, after consultation with the Sellers, to respond
promptly to any comments made by the Commission with respect to the preliminary
proxy statement and cause a definitive proxy statement to be mailed to its

<PAGE>

stockholders and (y)to obtain the necessary approval of the necessary action by
its stockholders; and

                  (d)      include in the proxy statement the recommendation of
its Board of Directors that stockholders of the Purchaser's Guarantor vote in
favor of the approval of the stockholder proposal.

         6.27     Listing of Guarantor Common Stock. Purchaser's Guarantor shall
use its commercially reasonable best efforts to cause the shares of Guarantor
Common Stock, if any, to be issued under this Agreement to be approved for
listing on the New York Stock Exchange, subject to official notice of issuance.

                                   ARTICLE VII
                                   CONDITIONS

         7.1      Conditions to Each Party's Obligation to Close. The respective
obligations of each Party to be performed at the Closing shall be subject to the
satisfaction, on or prior to the Closing Date, of the following conditions:

                  (a)      Filings; Waiting Periods; Approvals. The waiting
period applicable to the consummation of the transactions contemplated herein
under the HSR Act shall have expired or been terminated and all filings required
to be made prior to the Closing Date with, and all consents, approvals, permits,
releases and authorizations required to be obtained prior to the Closing Date
from, any Governmental Authority or other Person in connection with the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby by Sellers and Purchaser shall have been made
or obtained (as the case may be), except where the failure to obtain such
consents, approvals, permits, releases and authorizations would not be
reasonably likely to result in a Material Adverse Effect on Sellers' assets,
taken as a whole, or the Business or to materially adversely affect the Closing
or to be contrary to Applicable Laws.

                  (b)      No Injunctions or Restraints. No temporary
restraining order, preliminary or permanent injunction or other order issued by
any court of competent jurisdiction or other legal restraint or prohibition,
including legislation, preventing the consummation of the transactions
contemplated herein shall be in effect; provided, however, that prior to
invoking this condition, each Party shall have complied fully with its
obligations under Section 6.4 and, in addition, shall have used all reasonable
efforts to have any such decree, ruling, injunction or order vacated, except as
otherwise contemplated by this Agreement.

         7.2      Conditions to Obligations of Purchaser. The obligations of
Purchaser to be performed at the Closing are subject to the satisfaction of the
following conditions, any or all of which may be waived in whole or in part by
Purchaser:

                  (a)      Representations and Warranties. The representations
and warranties of Sellers and Sellers' Guarantor set forth in Article IV shall
be true and correct in all material

<PAGE>

respects (provided, that any such representation or warranty that is qualified
by a materiality standard or a Material Adverse Effect qualification shall not
be further qualified hereby as to materiality) as of the Closing Date as though
made on and as of the Closing Date, and Purchaser shall have received a
certificate signed by a Responsible Officer of Sellers and Sellers' Guarantor to
such effect.

                  (b)      Performance of Covenants and Agreements by Sellers.
Sellers shall have performed in all material respects all covenants and
agreements required to be performed by it under this Agreement on or prior to
the Closing Date, and Purchaser shall have received a certificate signed by a
Responsible Officer of Sellers to such effect.

                  (c)      Deliveries. Sellers shall have delivered to Purchaser
all of the documents required to be delivered by Sellers pursuant to Section
3.2(a) and the Audited Financial Statements required to be delivered by Sellers
pursuant to Section 6.24.

                  (d)      Required Consents and Authorizations. Sellers shall
have received (and shall have furnished copies thereof to Purchaser) all
consents and authorizations of third parties required to transfer the contracts
between Sellers and FedEx Corporation, between Sellers and MILG&W, and relating
to Sellers' rights in the Capline and Southcap pipelines; provided however, if
such consents are not obtained, Sellers may elect to provide to Purchaser the
economic benefit of such contracts until such consents are obtained. -

                  (e)      Equity and Debt Financing. Purchaser shall have
obtained, on terms and conditions reasonably satisfactory to it, all of the
financing it needs, including but not limited to, the sale of equity securities,
in order to consummate the transactions contemplated hereby and to fund the
working capital needs of the Business after Closing. Purchaser's failure to
obtain such financing will excuse Purchaser's obligation to be performed at
Closing only if it has notified Sellers of its inability to obtain such
financing not less than ten business days prior to Closing, which notification
shall be accompanied by a notice from Purchaser's lead investment banker
regarding its opinion as to the dollar amount of equity financing that is
available to Purchaser at such time, and Sellers have not, within five business
days after receipt of Purchaser's notice, notified Purchaser that Sellers will
accept shares of Guarantor Common Stock as part of the Purchase Price, pursuant
to its rights under Section 2.5, in sufficient number to provide the financing
that Purchaser needs.

                  (f)      Taking of Assets. In the event that prior to Closing
there shall be instituted or threatened any proceeding or other action,
including, without limitation, eminent domain, condemnation or other
governmental proceeding, that results in a reasonable probability of Sellers or
Purchaser (after Closing) losing any portion of or interest in the Assets,
Sellers shall immediately notify Purchaser, and Purchaser, if such proceeding
has a reasonable probability of a taking of Assets with a value in excess of
Twenty-Five Million Dollars ($25,000,000), shall have the right to terminate
this Agreement within ten (10) days from the date of such notice, by giving
notice to Sellers of the election to terminate. If Purchaser is not entitled to
or, if entitled, does not timely terminate this Agreement, then Sellers shall
assign to Purchaser at Closing any rights Sellers may have to receive any
payments (net of any expenses) as a result of any such proceeding or other
action.

<PAGE>

                  (g)      Material Adverse Change. Prior to the Closing, there
shall not have been any change (other than changes affecting the economy
generally or affecting the petroleum industry, including refining, marketing,
transportation, terminaling and trading) that individually or in any combination
thereof result in adverse effect in excess of Twenty-Five Million Dollars
($25,000,000.00) with respect to the value of any of the Assets (for the types
of purposes to which the same have been or could lawfully have been devoted at
any time during the six (6) month period immediately prior to the date of this
Agreement). In the event of such material adverse change, the Parties agree that
Sellers shall have the right, but not the obligation, to correct or cure any the
material adverse change at its sole option and cost prior to Closing. In
addition, Sellers shall have the right, but not the obligation, to extend the
Closing Date for up to thirty (30) days within which to use reasonable business
efforts to cure or correct any such material adverse change.

         7.3      Conditions to Obligation of Sellers. The obligations of
Sellers to be performed at the Closing are subject to the satisfaction of the
following conditions, any or all of which may be waived in whole or in part by
Sellers:

                  (a)      Representations and Warranties. The representations
and warranties of Purchaser and Purchaser's Guarantor set forth in Article V
shall be true and correct in all material respects (provided, that any such
representation or warranty that is qualified by a materiality standard or a
Material Adverse Effect qualification shall not be further qualified hereby as
to materiality) as of the Closing Date as though made on and as of the Closing
Date, and Sellers shall have received a certificate signed by a Responsible
Officer of each of Purchaser and Purchaser's Guarantor to such effect.

                  (b)      Performance of Covenants and Agreements by Purchaser
and Purchaser's Guarantor. Purchaser and Purchaser's Guarantor shall have
performed in all material respects all covenants and agreements required to be
performed by them under this Agreement on or prior to the Closing Date, and
Sellers shall have received a certificate signed by a Responsible Officer of
Purchaser and Purchaser's Guarantor to such effect.

                  (c)      Deliveries. Purchaser and Purchaser's Guarantor shall
have delivered to Sellers all of the documents required to be delivered pursuant
to Section 3.2(c) and (d), respectively.

                                  ARTICLE VIII
                                   TERMINATION

         8.1      Termination Rights. This Agreement may be terminated at any
                  time prior to the Closing Date:

                  (a)      By mutual written consent of Purchaser and Sellers;

<PAGE>

                  (b)      By either Sellers or Purchaser if any Governmental
Authority shall have issued an order, decree or ruling or taken any other action
permanently restraining, enjoining or otherwise prohibiting the Closing and such
order, decree, ruling or other action shall have become final and nonappealable
(provided, however, that the right to terminate this Agreement pursuant to this
Section 8.1(b) shall not be available to any Party until such Party has used all
reasonable efforts to remove such injunction, order, decree or ruling);

                  (c)      By Purchaser if (i) there has been a breach of the
representations and warranties made by Sellers or Sellers' Guarantor in Article
IV that results in a Material Adverse Effect as to Sellers (provided, however,
that Purchaser shall not be entitled to terminate this Agreement pursuant to
this clause (i) unless Purchaser has given Sellers at least 30 days prior notice
of such breach, Sellers has failed to cure such breach within such 30-day
period, and the condition described in Section 7.2(a), other than the provision
thereof relating to the certificate signed by a Responsible Officer of Sellers,
would not be satisfied if the Closing were to occur on the day on which
Purchaser gives Sellers notice of such termination); or (ii) Sellers has failed
to comply in any material respect with any of its covenants or agreements
contained in this Agreement, and such failure has not been, or cannot be, cured
within a reasonable time after notice and a demand for cure thereof; or

                  (d)      By Sellers if (i) the Closing has not occurred by
March 31, 2003 (provided, however, that the right to terminate this Agreement
pursuant to this clause (i) shall not be available to Sellers if Sellers' breach
of any representation or warranty or failure to perform any covenant or
agreement under this Agreement has been the cause of or resulted in the failure
of the Closing to occur on or before such date); (ii) there has been a breach of
the representations and warranties made by Purchaser or Purchaser's Guarantor in
Article V that results in a Material Adverse Effect as to the Purchaser or
Purchaser's Guarantor (provided, however, that Sellers shall not be entitled to
terminate this Agreement pursuant to this clause (ii) unless Sellers have given
Purchaser at least 30 days prior notice of such breach, Purchaser has failed to
cure such breach within such 30-day period, and the condition described in
Section 7.3(a), other than the provision thereof relating to the certificate
signed by a Responsible Officer of Purchaser, would not be satisfied if the
Closing were to occur on the day on which Sellers gives Purchaser notice of such
termination); (iii) Purchaser has failed to comply in any material respect with
any of its covenants or agreements contained in this Agreement, and such failure
has not been, or cannot be, cured within a reasonable time after notice and a
demand for cure thereof; or (iv) the Purchaser has not effected the financing
contemplated by Section 7.2(e).

         8.2      Effect of Termination. Except as otherwise provided, if this
Agreement is terminated by either Sellers or Purchaser pursuant to the
provisions of Section 8.1, this Agreement shall forthwith become void except
for, and there shall be no further obligation under this Agreement on the part
of either Party or its respective Affiliates, directors, officers, or
stockholders except pursuant to, the provisions of Sections 6.3(d), 6.3(f) and
6.6 and Article X (which shall continue pursuant to their terms); provided,
however, that a termination of this Agreement shall not relieve either Party
from any liability for damages incurred as a result of a breach by such Party of
its representations, warranties, covenants, agreements or other obligations
hereunder occurring prior to such termination (including without limitation,
Sellers' and Purchaser's rights to liquidated damages in certain events as
provided in Section 11.7 below).

<PAGE>

                                   ARTICLE IX
                     INDEMNIFICATION AND THIRD PARTY CLAIMS

         9.1      Indemnification.

                  (a)      Each of Sellers and Purchaser (each an "Indemnifying
Party") hereby agrees to be responsible for, pay for and indemnify, defend and
hold harmless the other Party, and its directors, officers, manager, owners,
shareholders, employees and Affiliates (hereinafter, collectively, "related
persons"), from and against any and all Claims (as that term is defined below in
Section 9.1(d)) asserted against, resulting to, imposed upon or incurred by such
other Party or such other Party's related persons (each an "Indemnified
Person"), relating to, arising from or resulting from:

                           (i)      the inaccuracy or breach of any
representation or warranty of the Indemnifying Party contained in or made
pursuant to this Agreement, other than Section 4.12 (concerning Environmental
Matters) which is covered by a separate indemnity set forth in Section 9.4 or
any certificate delivered pursuant to this Agreement; and

                           (ii)     the breach of any covenant or agreement of
the Indemnifying Party contained in or made pursuant to this Agreement.

                  (b)      Purchaser shall be responsible for, shall pay for and
shall indemnify, defend, and hold Sellers and their related persons harmless
from and against, any and all Claims:

                           (i)      relating to, arising from or resulting from
all environmental matters that are not covered by Sellers' indemnity in Section
9.4 (excluding anything for which Sellers would have been otherwise obligated to
indemnify Purchaser but for the Sellers' limitations on its indemnification
obligations described in Sections 9.4(c)(iii) and 9.7) and from the ownership or
operation of the Assets from and after Effective Time; and

                           (ii)     relating to, arising from or resulting from
its obligations under the provisions of Section 6.9 of this Agreement.

                  (c)      Sellers shall be responsible for, shall pay for and
shall indemnify, defend, and hold Purchaser and its related persons harmless
from and against, any and all Claims:

                           (i)      relating to, arising from or resulting from
the ownership or operation of the Assets prior to the Effective Time except for
Claims which are specifically addressed by the provisions of Section 9.4, which
Claims shall be governed by that section; and

                           (ii)     relating to, arising from or resulting from
their obligations under the provisions of Section 6.9 of this Agreement.

<PAGE>

                  (d)      As used in this Article IX, the term "Claim" shall
include (x) all debts, liabilities and obligations; (y) all losses, damages,
costs and expenses, including pre- and post-judgment interest, penalties, fines,
court costs and attorneys' fees and expenses; and (z) all demands, claims,
actions, costs of investigation, causes of action, proceedings, arbitrations,
controversy judgments, settlements and assessments, whether or not ultimately
determined to be valid and whether based on contract, tort, statute, strict
liability, negligent acts or omissions or other legal or equitable theory.

         9.2      Defense of Third Party Claims. In the event any Claim is
asserted against any Indemnified Person by a third party, the Indemnified Person
shall, with reasonable promptness, notify the Indemnifying Party of such Claim.
If the Indemnified Person does not so notify the Indemnifying Party within 30
days after becoming aware of such Claim, then the Indemnifying Party shall, if
such delay materially prejudices the Indemnifying Party with respect to the
defense of such Claim, be relieved of liability hereunder in respect of such
Claim only to the extent of the damage caused by such delay. Within fifteen (15)
days of the receipt of a notice of a Claim, the Indemnifying Party shall notify
the Indemnified Party whether the Indemnifying Party elects to defend such
Claim. In any such proceeding, following receipt of notice properly given, the
Indemnifying Party shall be entitled, at its sole discretion, to assume the
entire defense of such Claim (with counsel selected by it which is reasonably
satisfactory to the Indemnified Person or Persons), and the Indemnifying Party
shall bear the entire cost of defending such Claim; provided that if, in the
Indemnified Party's and the Indemnifying Party's reasonable judgment, a conflict
of interest exists between the Indemnified Party and the Indemnifying Party with
respect to such Claim, or if the Indemnifying Party elects not to defend such
Claim, or if the Indemnifying Party fails to notify the Indemnified Party within
the fifteen (15) day notice period that it elects to defend such Claim, such
Indemnified Party shall be entitled to select counsel of its own choosing, in
which event the Indemnifying Party shall be obligated to pay the reasonable fees
and expenses of such counsel to the extent that the Indemnifying Party is
finally determined to be obligated to indemnify the Indemnified Party under this
Agreement. The Indemnifying Party shall not have the right to settle any such
Claim without the written consent of the Indemnified Person or Persons, which
consent shall not be unreasonably withheld; provided that the Indemnifying Party
shall not enter into any such settlement, compromise or judgment without the
prior written consent of the Indemnified Party if it would result in the
imposition of any non-monetary liability or obligation on the Indemnified Party.
In the event of the assumption of the defense by the Indemnifying Party, the
Indemnifying Party shall not be liable for any further legal or other expenses
subsequently incurred by the Indemnified Persons in connection with such defense
unless otherwise agreed to in writing by the Indemnifying Party or as herein
provided; provided, however, the Indemnified Persons shall have the right to
participate in such defense, at their own cost, and shall have the obligation to
cooperate therewith. If the Indemnifying Party refuses or fails at any time to
defend the Indemnified Party against any Claim, the Indemnified Party shall have
the right to undertake the defense, and to compromise or settle such Claim on
behalf of and for the account and at the risk of the Indemnifying Party to the
extent that the Indemnifying Party is finally determined to be obligated to
indemnify the Indemnified Party under this Agreement with respect to such Claim.

         9.3      Limits on Indemnity Obligations. The indemnity obligations of
the Parties under this Article IX, except for those under Sections 9.4 through
9.6 (which are subject to the restrictions and limitations stated in those
sections) unless otherwise specifically stated in this Section 9.3, are subject
to the following restrictions and limitations:

<PAGE>

                  (a)      No Indemnified Person shall be entitled to seek
indemnification from any Indemnifying Party with respect to any Claim under
Section 9.1(a)(i) unless such Indemnified Person notifies such Indemnifying
Party of such Claim within the survival period set forth in Section 9.7.

                  (b)      No individual Claim of the Purchaser or any of its
related persons under Section 9.1 shall be made for indemnification hereunder
unless it exceeds an amount equal to $150,000 (`Purchaser Claims"). Furthermore,
if the total amount of all Purchaser Claims (exclusive of Purchaser Claims
covered by Section 9.4), including the immediately preceding sentence, does not
exceed an amount equal to $5,000,000 (the "Deductible"), then Sellers shall have
no obligation under this Article IX with respect to any such Claim. If the total
amount of all Purchaser Claims exceeds the Deductible, then Sellers' obligations
under this Article IX shall be limited to the amount by which the aggregate
amount of all Purchaser Claims exceeds the Deductible.

                  (c)      Sellers' obligations under this Article IX (excluding
any amounts it is required to pay under Section 9.4) shall be limited to an
aggregate maximum amount of $50,000,000 (the "Ceiling").

                  (d)      Except as otherwise specifically provided in this
Agreement, in the absence of fraud, the sole and exclusive remedy of both
Purchaser and Sellers hereunder or otherwise in connection with Claims for
matters covered in Section 9.1 shall be restricted to the rights set forth in
this Article IX, excluding, however, any cause of action for specific
performance.

                  (e)      No Claims shall be recoverable by an Indemnified
Person with respect to any matter which is covered by insurance or a third party
indemnitor, to the extent that proceeds of such insurance or other third party
indemnitor are paid net of any costs incurred in connection with the collection
thereof (including, but not limited to, present, retrospective or future
premiums, self-insured retention amounts, deductibles, legal and administrative
costs and costs of investigations); and an Indemnified Person, hereby agrees to
exhaust all reasonable remedies against all applicable insurers or indemnitors
prior to recovering any amounts hereunder. All Claims shall be reduced by any
tax savings to be realized by the Indemnified Person in connection with such
matter.

         9.4      Environmental Indemnity

                  (a)      Sellers shall indemnify, defend and hold harmless
Purchaser and its related parties from and against any Claims suffered or
incurred by Purchaser solely (i) as a consequence of a breach of the
representations and warranties contained in Section 4.12; (ii) as a consequence
of any Claims for environmental liabilities known to Sellers before Closing but
not disclosed in the Disclosure Schedule; and (iii) as a consequence of any
Claims for environmental liabilities not known to Sellers prior to Closing.
Notwithstanding anything in the preceding sentence to the

<PAGE>

contrary, Sellers' environmental indemnities shall not apply to Claims suffered
or incurred by Purchaser arising out of any EPA Section 114 proceedings or
actions relating to the Assets, including such proceedings or actions as may
arise with respect to all scheduled environmental liabilities or with respect to
environmental liabilities not known to Sellers before Closing ("Purchaser's
Section 114 Environmental Obligations"). With respect to all environmental
liabilities not known to Sellers prior to the Closing, Purchaser understands and
acknowledges that Sellers have purchased the Environmental Insurance Policy
naming the Purchaser as an additional insured and that Purchaser has agreed to
comply with the terms of the Environmental Insurance Policy as a condition to
Sellers' indemnity obligations under this Section 9.4. Purchaser shall assume,
and indemnify Sellers and their related parties from and against, all
environmental liabilities described on the Disclosure Schedule and Purchaser's
Section 114 Environmental Obligations.

                  (b)      Sellers' obligation with respect to Claims by
Purchaser for the matters addressed in Section 9.4(a) shall be limited to those
matters as to which Purchaser provides Sellers with written notice (such notice
to conform with other relevant provisions of this Agreement and to contain, to
the extent available, reasonable details of the claim for which indemnity is
sought) of said claim within seven (7) years after the Closing Date. Sellers'
obligations with regards to Claims by Purchaser for environmental liabilities
not known to Sellers prior to Closing shall be conditioned upon Purchaser's
compliance with the terms of the Environmental Insurance Policy.

                  (c)      With respect to Claims by Purchaser relating to
matters that are described by Section 9.4(a):

                           (i)      Sellers shall only be required to defend,
indemnify and hold harmless Purchaser and its Indemnified Person (each a
"Purchaser Indemnified Person") to the extent that: (A) investigation,
containment or remediation of the Hazardous Material is required pursuant to an
applicable Environmental Law that is in effect as of and is enforceable as of
the Closing Date and is of the type required by any Governmental Authority at
the time of Closing; (B) the Remediation Standards (as defined in Section
9.4(f)) that must be met in order to satisfy the requirements of the applicable
Environmental Law are no more stringent than the Remediation Standards that (i)
were in effect as of and were enforceable as of the Closing Date under the
applicable Environmental Law that is the source of the obligation to conduct a
remediation, or, where no such Remediation Standards had been promulgated and
were enforceable as of the Closing Date, Remediation Standards that were
applied, within one year prior to the Closing Date, on a case-by-case basis, to
properties that are most similar to the property that is subject to a
remediation and would be the least stringent Remediation Standards, taking into
account that the normal operating condition at the affected facility shall be
maintained at all times, that would be applicable given the use of the property
as of the day before the Closing Date or as required by any Governmental
Authority; and (C) such investigation and/or remediation is conducted using the
most cost-effective methods, taking into account that the normal operating
condition at the affected facility shall be maintained at all times, for
investigation, remediation and/or containment consistent with applicable
Environmental Law. If Sellers are undertaking remedial action, Sellers shall not
be responsible for any effect the remediation has upon the business or
operations of Purchaser (including,

<PAGE>

without limitation, business interruptions or lost profits); however, Sellers
agree to use commercially reasonable efforts to avoid or minimize any business
interruption.

                           (ii)     If the costs of an investigation or
remediation at any of the Real Property that is subject to an indemnity by
Sellers hereunder are increased due to an act or omission (after the Closing) by
a person other than Sellers, or an Affiliate of Sellers, Sellers shall not be
responsible for any such increase in costs incurred. Sellers shall not be
responsible for any increased costs or increased Claims by Purchaser under this
subsection to the extent they arise by reason of (A) the voluntary closure of
Operations at any Real Property or (B) a material change in use of any of said
property from the use of said property as of the Closing.

                           (iii)    Notwithstanding anything to the contrary
herein, Sellers shall not have any obligation in connection with this Section
9.4 unless each individual Claim exceeds $50,000, regardless of whether such
Claim is covered by the Environmental Insurance Policy. In no event will Sellers
be liable under this Section 9.4 for an aggregate amount exceeding $50,000,000
in excess of the amounts of Environmental Claims and Losses paid or provided
under the Environmental Insurance Policy described in Section 6.11.

                  (d)      Notwithstanding anything to the contrary herein, with
respect to claims arising pursuant to 9.4, Seller shall not be obligated to
indemnify Purchaser Indemnified Persons for the costs and expenses associated
with Purchaser Indemnified Persons' overseeing of Sellers' performance of its
defense and indemnity obligations, including, but not limited to, the costs and
expenses of overseeing of Sellers' legal counsel, consultants, or employees, and
Sellers shall not be obligated to indemnify Purchaser Indemnified Parties for
any costs or expenses of Purchaser Indemnified Parties for management and
employee time costs.

                  (e)      To the extent that Purchaser Indemnified Persons make
a claim, pursuant to Section 9.1, for breach of the representations and
warranties set forth in Section 4.12, the provisions of this 9.4 shall be
applicable to such claim. Claims brought pursuant to this 9.4 shall be subject
to the procedures for indemnification set forth in Section 9.2 if such claims
are third party claims.

                  (f)      For purposes of this Agreement, the term "Remediation
Standard" means a numerical standard (whether resulting from an enacted statute,
promulgated regulation, guidance or policy document issued by a regulatory
agency, or developed on a case-by-case basis through a risk assessment or other
methodology authorized pursuant to an applicable Environmental Law and
acceptable to the Governmental Authority) that defines the concentrations of
Hazardous Material that may be permitted to remain in any environmental media
after an investigation, remediation or containment of a release of Hazardous
Material.

         9.5      Exclusive Remedy for Environmental Matters; Indemnification by
Purchaser. Notwithstanding anything to the contrary in this Agreement, Purchaser
Indemnified Persons hereby agree that their sole and exclusive remedy against
Sellers and its related persons, with respect to any and all matters arising
under or related to Environmental Law or Hazardous Material (with respect to the
Business), Sellers (with respect to the Business), and the Real Property, shall
be the indemnity set forth in 9.4. Except with respect to the remedy referred to
in

<PAGE>

the preceding sentence, the Purchaser Indemnified Persons hereby waive, to the
fullest extent permitted under applicable law, and forever release Sellers and
(with respect to the Business), the Real Property, from, any and all Purchaser
Claims arising under Environmental Laws or relating to Hazardous Material or the
environment.

         9.6      Environmental Fines and Penalties. Without limitation as to
time, Sellers shall indemnify, defend and hold harmless Purchaser and its
related parties from and against any Claims suffered or incurred by Purchaser
solely as a consequence of any fines or penalties accessed against Purchaser
that result from Sellers' operation of the Business or ownership of the Assets
prior to Closing; provided, however, that Purchaser will notify Sellers of all
EPA Section 114 and other Governmental Authority actions, proceedings, meetings
and notices relating to the Assets and involving pre-Closing environmental
matters that might reasonably lead to any fines or penalties upon Sellers, and
shall endeavor in good faith to facilitate Sellers' participation therein.

         9.7      Survival. The representations, warranties and covenants made
in this Agreement or in any certificate or instrument delivered in connection
herewith and the concomitant indemnities relating thereto shall survive the
Closing and continue to be applicable and binding thereafter for a period of
three (3) years after the Closing Date (except for the representations and
warranties contained in Sections 4.8 and 4.10, and the related indemnities,
which shall survive for a period of five (5) years after the Closing Date and
for the representations and warranties contained in Section 4.12 and the
indemnities related thereto which shall survive for a period of seven (7) years
after the Closing Date), at which time the same shall terminate and be
extinguished.

                                   ARTICLE X
                              REGISTRATION RIGHTS

         10.1     Registration Rights. In the event that Sellers elects to
accept shares of the Guarantor Common Stock as part of the Purchase Price
pursuant to Section 2.5, Sellers shall have the following rights:

                  (a)      As used in this Section 10.1, the following terms
have the meanings set forth below:

         "Commission" means the United States Securities and Exchange
Commission.

         "Demand Registration Statement" means a registration statement on Form
S-1 or S-3 filed with the Commission under the Securities Act.

         "Disadvantageous Condition" has the meaning set forth in Section
10.1(b)(iii).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Holders" means the Sellers or any Person who becomes a holder of
Subject Securities after the Closing Date as a result of a No-Sale Transaction.

<PAGE>

         "No-Sale Transaction" means a transfer from a Holder of Subject
Securities that does not constitute a "sale" (as such term is understood and
defined under the Securities Act), including without limitation a distribution
from a Holder that is a corporation, partnership, joint venture, limited
liability company, association or trust to the owner of a beneficial interest in
such Holder, provided, however, that in any such transaction the recipient must
be able to tack the holding period to that of the Holder.

         "Guarantor Common Stock" means the shares of common stock, par value
$_per share, of Purchaser's Guarantor.

         "Piggy-back Registration" has the meaning set forth in Section
10.1(g)(i).

         "Registration Expenses" has the meaning set forth in Section 10.1(e).

         "Registration Termination Date" means the second anniversary of the
date when the Commission first declares the Demand Registration Statement
effective; provided, however that the Registration Termination Date shall be
extended for a period equal to the aggregate period or periods during which the
Holders have been precluded from selling any Subject Securities under
subparagraph (b)(iii) by reason of receipt of a Suspension Notice.
Notwithstanding anything to the contrary, the Registration Termination Date
shall occur at such earlier date as the Subject Securities become freely
transferable on the public market without any restrictions or limitations
pursuant to Rule 144(k) promulgated by the Commission or has been sold in
compliance with the Securities Act.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Subject Securities" means the shares of Guarantor Common Stock issued
as part of the Purchase Price pursuant to Section 2.5, and any common stock or
other security issued or issuable as a dividend or other distribution with
respect to, or in exchange for, or upon conversion or in replacement of, any of
such Guarantor Common Stock; provided, however, that a security is not a Subject
Security after (i) it has been effectively registered and disposed of under the
Securities Act, (ii) it has been publicly sold pursuant to Rule 144 (or any
similar provisions then in force) under the Securities Act, or (iii) it is
capable of being disposed of without volume restrictions pursuant to Rule 144(k)
(or any similar provisions then in force) under the Securities Act..

         "Suspension Notice" has the meaning set forth in Section 10.1(b)(iii).

                  (b)      (i) If the Subject Securities are issued pursuant to
Section 2.5, as promptly as practicable after receipt of a written request by
the Holders of at least 25% of the Subject Securities (but in no event more than
30 days thereafter, subject to Purchaser's Guarantor's right to extend such time
in the event that there exists any Disadvantageous Condition which would permit
Purchaser's Guarantor to issue a Suspension Notice if the Demand Registration
Statement were already effective), Purchaser's Guarantor will, on up to three
(3) occasions, prepare and file

<PAGE>

with the Commission a Demand Registration Statement for the purpose of
registering the resale in the market from time to time of the Subject Securities
by Holders or by potential assignees of such Holders to which all or a portion
of such Holders' Subject Securities may be transferred in a No-Sale Transaction.

                           (ii)     Purchaser's Guarantor will use its
reasonable efforts to have the Demand Registration Statement declared effective
by the Commission as promptly as practicable and thereafter to maintain the
effectiveness of the Demand Registration Statement and, subject to subparagraph
(iv) below, to maintain such Demand Registration Statement "current" (as below
defined) at all times until the Registration Termination Date. Purchaser's
Guarantor shall promptly give written notice to the Holders when the
Registration Statement has been declared effective by the Commission and is
available for use by Holders for the resale of Subject Securities.

                           (iii)    If the Holders initiating the registration
request hereunder ("Initiating Holders") intend to distribute the Subject
Securities covered by their request by means of an underwriting, they shall so
advise Purchaser's Guarantor as a part of their request made pursuant to
subsection 10. 1(b)(i). The managing underwriter will be selected by the
Initiating Holders and shall be reasonably acceptable to Purchaser's Guarantor.
In such event, the right of any Holder to include its Subject Securities in such
registration shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Subject Securities in the
underwriting (unless otherwise mutually agreed by a majority in interest of the
Initiating Holders and such Holder) to the extent provided herein. All Holders
proposing to distribute their securities through such underwriting shall
(together with Purchaser's Guarantor) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected for such
underwriting; provided, however, that no Holder (or any of their Permitted
Transferees) shall be required to make any representations, warranties or
indemnities except as they relate to such Holder's ownership of shares and
authority to enter into the underwriting agreement and to such Holder's intended
method of distribution and as otherwise may be required by applicable law or
regulation. In addition, to the extent requested by the Holders or the managing
underwriter, Purchaser's Guarantor will conduct and engage in the marketing
activities normally or typically engaged in by an issuer in connection with an
underwritten offering of its securities.

                           (iv)     The Demand Registration Statement shall not
be considered to be "current" at any time when, by reason of occurrence of any
event or by reason of the passage of time, the Demand Registration Statement
does not meet the requirements of Section 10, Section 12(2) or Section 17 of the
Securities Act, or the Demand Registration Statement contains an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading. The
Demand Registration Statement shall disclose that Holders may elect to resell
Subject Securities without registration of such sales under the Demand
Registration Statement, by making such sales under and as permitted by Rules 144
or 145, as applicable, of the Commission under the Securities Act. If at any
time or times after the Demand Registration Statement is declared effective by
the Commission, Purchaser's Guarantor's Board of Directors determines that the
offering of Guarantor Common Stock under the Demand Registration Statement would
be adversely affect or impact Purchaser's Guarantor's ability to negotiate or
complete a material financing, merger, acquisition or other material

<PAGE>

transaction or event involving Purchaser's Guarantor or its subsidiaries that
has not been publicly disclosed or the unavailability of any required financial
statements for reasons substantially beyond the control of the Purchaser's
Guarantor, (a "Disadvantageous Condition"), Purchaser's Guarantor shall be
entitled to either suspend the effectiveness of the Demand Registration
Statement with the Commission or suspend the availability of the Demand
Registration for resales of Subject Securities by Holders, or may take both such
actions, and shall promptly notify all Holders thereof by delivery of written
notice (a "Suspension Notice"); provided, however, that Purchaser's Guarantor's
obligation to maintain the Demand Registration Statement current under this
Section 10.1(b) shall not be suspended by reason of Purchaser's Guarantor's
failure to disclose information at a time when public disclosure of such
information is required by law. Upon receipt of a Suspension Notice, Holders
shall immediately discontinue the use of the Demand Registration Statement for
any purpose until notified by Purchaser's Guarantor that the Demand Registration
Statement is current and available for use by Holders for sales of Subject
Securities. Purchaser's Guarantor shall not be entitled to suspend the
effectiveness of the Demand Registration Statement for more than 60 consecutive
days or an aggregate of 120 days within any twelve-month period and no
subsequent suspension period shall occur unless at least 90 days have elapsed
during which Sellers can utilize the Registration Statement. As promptly as
practicable after the public disclosure of such Disadvantageous Condition or the
Purchaser's Guarantor determines that the Disadvantageous Condition no longer
exists, Purchaser's Guarantor shall amend or supplement the Demand Registration
Statement to the extent necessary to make the Demand Registration Statement
current, and shall give prompt written notice to all Holders when the Demand
Registration Statement is again available for resales of Subject Securities.

                           (v)      If Purchaser's Guarantor should undertake an
underwritten public offering of its shares either after the Demand Registration
Statement has been declared effective or prior to the consummation of the
transactions contemplated by this Agreement, Sellers shall, upon the request of
the managing underwriter of such offering, agree and commit, and it does hereby
agree and commit, that it will not effect any public sale or distribution,
directly or indirectly, or make any offer to sell, contract to sell (including
without limitation any short sale), grant any option to purchase or otherwise
transfer or dispose (including sales pursuant to Rule 144) of any of the Subject
Securities, other than those which are included in a Piggy-Back Registration,
during a period of seven days prior to and up to 180 days after the closing of
such public offering without the consent of the managing underwriter. This
restriction shall not apply to the offer and sale of any Subject Securities
which may be covered by the registration statement covering such public
offering.

                           (vi)     Purchaser's Guarantor shall promptly notify
all Holders of Subject Securities of, and confirm in writing, the issuance by
the Commission of any stop order suspending the effectiveness of the Demand
Registration Statement or the initiation of any proceedings for that purpose.
Purchaser's Guarantor shall use its reasonable efforts to obtain the withdrawal
of any order suspending the effectiveness of the Demand Registration Statement
at the earliest possible time.

                           (vii)    Purchaser's Guarantor will cause all of the
Subject Securities to be listed on each securities exchange on which similar
securities issued by Purchaser's Guarantor are then listed no later than the
effective date of the Demand Registration Statement or Piggy-Back Registration,
as the case may be.

<PAGE>

                  (c)      Purchaser's Guarantor will indemnify and hold
harmless each Holder, each of such Holder's officers, directors, partners, or
members, as the case may be, and each Person controlling such Holder, with
respect to which registration or qualification of Subject Securities has been
effected pursuant to this Section 10.1 against all claims, losses, damages, and
liabilities, joint or several (or actions in respect thereof), arising out of or
based upon any untrue statement (or alleged untrue statement) of a material fact
contained in the Demand Registration Statement or Piggy-Back Registration, as
the case may be, prospectus, or offering circular, or in any document
incorporated by reference in any of the foregoing, or arising out of or based
upon any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation by Purchaser's Guarantor of any rule or regulation
promulgated under the Securities Act applicable to Purchaser's Guarantor and
relating to action or inaction required of Purchaser's Guarantor in connection
with the Demand Registration or Piggy-Back Registration, as the case may be and
will promptly reimburse Holder and, each of such Holder's officers, directors,
partners, or members, as the case may be, and each Person controlling such
Holder, for any legal and any other expenses reasonably incurred in connection
with investigating or defending any such claims, loss, damage, liability or
action; PROVIDED, however, that Purchaser's Guarantor will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based upon any untrue statement or omission based upon
written information furnished to Purchaser's Guarantor by such Holder
specifically for inclusion in any such registration statement, prospectus or
offering circular. The obligations of Purchaser's Guarantor under the foregoing
indemnity agreement shall survive the completion of the offering of Subject
Securities under the Demand Registration Statement or Piggy-Back Registration,
as the case may be.

                  (d)      Each Holder with respect to which registration or
qualification of Subject Securities has been effected pursuant to this Section
10.1 will indemnify and hold harmless Purchaser's Guarantor, each of Purchaser's
Guarantor's officers, directors, and each Person controlling Purchaser's
Guarantor, against all claims, losses, damages, and liabilities, joint or
several (or actions in respect thereof), arising out of or based upon any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, or offering circular, or in any document
incorporated by reference in any of the foregoing, or arising out of or based
upon any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation by such Holder of any rule or regulation
promulgated under the Securities Act or Exchange Act applicable to such Holder
and relating to action or inaction required of such Holder in connection with
any such registration or qualification, and will promptly reimburse Purchaser's
Guarantor, each of Purchaser's Guarantor's officers, directors, and each Person
controlling Purchaser's Guarantor, for any legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claims, loss, damage, liability or action; PROVIDED, however, that such Holder
will not be liable in any such case to the extent that any such claim, loss,
damage, liability or expense does not arise out of or is not based upon any
untrue statement or omission based upon written information furnished by such
Holder specifically for inclusion in any such registration statement, prospectus
or offering circular. The

<PAGE>

obligations of Holders under the foregoing indemnity agreement shall survive the
completion of the offering of Subject Securities under any registration
statement provided for in this Section 10.1. Notwithstanding the foregoing, in
no event shall any selling Holder be liable for an amount in excess of the
proceeds from the sale of the Subject Securities realized by such Holder. Each
Holder shall furnish in writing all information to the Purchaser's Guarantor
concerning itself and its holdings of securities of the Purchaser's Guarantor as
shall be required in connection with the preparation and filing of any
Registration Statement covering any Subject Securities.

                  (e)      All expenses incident to Purchaser's Guarantor's
performance of or compliance with this Section 10.1, including, without
limitation, all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws (including fees and disbursements of counsel in
connection with blue sky qualifications of the Subject Securities), rating
agency fees, printing expenses, messenger and delivery expenses, internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the fees and
expenses incurred in connection with the listing of the securities to be
registered on the New York Stock Exchange and all securities exchanges on which
similar securities issued by Purchaser's Guarantor are then quoted or listed,
the fees and disbursements of counsel for Purchaser's Guarantor and its
independent certified public accountants (including the expense of any special
audit or comfort letters required by or incident to such performance),
securities act liability insurance (if Purchaser's Guarantor elects to obtain
such insurance), the fees and expenses of any special experts retained by
Purchaser's Guarantor in connection with such registration, and fees and
expenses of other Persons retained by Purchaser's Guarantor, in connection with
each registration hereunder (but not including discounts, commissions, fees or
expenses payable to underwriters that are attributable to the Subject Securities
offered on behalf of the Selling Holder or to fees and expenses of counsel to
the Selling Holder) (collectively, the "Registration Expenses") will be borne by
Purchaser's Guarantor.

                  (f)      Purchaser's Guarantor will also take such action as
may be required to be taken under applicable blue sky laws in connection with
the issuance of Guarantor Common Stock pursuant to this Agreement and in
connection with resale of Subject Securities by Holders pursuant to the Demand
Registration Statement; PROVIDED that Purchaser's Guarantor will not be required
to become qualified as a foreign corporation in any jurisdiction.

                  (g)      (i) If, at any time during the period ending on the
second anniversary of the date of this Agreement, the Purchaser's Guarantor
proposes to file a registration statement under the 1933 Act with respect to an
offering by the Purchaser's Guarantor for its own account or for the account of
any other Person of any class of equity security, including any security
convertible into or exchangeable for any equity security (other than a
registration statement on Forms S-4 or S-8 (or their successor forms) or filed
in connection with an exchange offer or an offering of securities solely to the
Purchaser's Guarantor's existing stockholders, and other than as set forth in
(ii) below), then the Purchaser's Guarantor shall in each case give written
notice of such proposed filing to the Holders of the Subject Securities at least
twenty days before the anticipated filing date, and such notice shall offer such
Holders the opportunity to register such number of Subject Securities as each
such Holder may request (a "Piggy-back Registration"). Purchaser's Guarantor
shall use reasonable efforts to cause the managing underwriter or

<PAGE>

underwriters of a proposed underwritten offering to permit the Holders of
Subject Securities requested to be included within such 20 days in the
registration for such offering to include such securities in such offering on
the same terms and conditions as any similar securities of the Purchaser's
Guarantor included therein. Notwithstanding the foregoing, if the managing
underwriter or underwriters of such offering advises to the Holders of Subject
Securities that the total amount of securities which they and any other Persons
(other than the Purchaser's Guarantor) intend to include in such offering is
sufficiently large to materially and adversely affect the success of such
offering, then the amount of Subject Securities to be offered in such event
shall be allocated first to the person on whose behalf the Registration
Statement has been filed, and then, to the extent that any additional securities
can, in the opinion of such managing underwriter or underwriters, be sold
without any such material adverse affect, pro rata among the Holders of Subject
Securities and all other selling stockholders named or proposed to be named in
the Piggy-Back Registration on the basis of the number of outstanding shares of
Purchaser's Guarantor common stock requested to be included in such registration
by each such Holder and other selling stockholder to the amount recommended by
such managing underwriter.

                  (ii)     Notwithstanding anything to the contrary contained in
this Agreement, the Purchaser's Guarantor shall not be required to include
Subject Securities in any registration statement if the proposed registration is
(A)a registration of a stock option or other employee incentive compensation or
employee benefit plan or of securities issued or issuable pursuant to any such
plan, or a registration statement relating to warrants, options or shares of
capital stock granted or to be granted or sold primarily to employees, directors
or officers of the Purchaser's Guarantor, (B) a registration of securities
issued or issuable pursuant to a stockholder reinvestment plan or other similar
plan, (C) a registration of securities issued in exchange for any securities or
any assets of, or in connection with a merger or consolidation with, an
unaffiliated Purchaser's Guarantor, (D) a registration of securities pursuant to
a "rights" or other similar plan designed to protect the Purchaser's Guarantor's
stockholders from a coercive or other attempt to cause a change in control of
Purchaser's Guarantor, (E) registration of securities filed pursuant to Rule 145
under the 1933 Act or any successor rule, or (F) a registration of securities
issued in connection with any debt or preferred stock financing of Purchaser's
Guarantor.

                  (iii)    The Purchaser's Guarantor may withdraw any
registration statement and abandon any proposed offering initiated by the
Purchaser's Guarantor without the consent of any Holder of Subject Securities,
notwithstanding the request of any such Holder to participate therein in
accordance with this provision, if the Purchaser's Guarantor determines in its
sole discretion that such action is in the best interests of the Purchaser's
Guarantor and its stockholders (for this purpose, the interest of the Holders
shall not be considered).

                                   ARTICLE XI
                                    DISPUTES

         11.1     Dispute Resolution. Any controversy, claim or dispute
("Dispute"), whether based on contract, tort, statute or other legal or
equitable theory (including but not limited to any claim of fraud,
misrepresentation or fraudulent inducement or any question of validity or effect
of this Agreement including this section) arising out of or related to this
Agreement (including any amendments or extensions), or the breach or termination
thereof, shall be settled

<PAGE>

consultations between the Parties initiated upon the written notice of any
Party. In the event of failure of such consultations to settle such Dispute in a
manner acceptable to all Parties within thirty (30) days following such written
notice, then such Dispute shall be settled by binding arbitration in accordance
with this provision and the then current CPR Institute for Dispute Resolution
Rules for Non-Administered Arbitration of Business Disputes. The arbitration
shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16,
to the exclusion of any provision of state law inconsistent therewith or which
would produce a different result, and judgment upon the award rendered by the
arbitrator may be entered by any court having jurisdiction.

         11.2     Place. The arbitration shall be held in New York, New York.

         11.3     Arbitrators. There shall be three (3) independent and
impartial arbitrators of whom Sellers shall promptly appoint one (1), Purchaser
shall promptly appoint one (1), and the third of which shall be appointed by the
two (2) Party-appointed arbitrators in accordance with the arbitration rules.
The arbitrators shall determine the Dispute of the Parties and render a final
award in accordance with Section 11.1 hereof. The arbitrators shall set forth
the reasons for the award in writing.

         11.4     Statute of Limitations. Any Dispute by a Party shall be
time-barred if the asserting Party does not commence arbitration with respect to
such Dispute within one (1) year after the cause of action accrues. All statutes
of limitations and defenses based upon passage of time applicable to any Dispute
of a defending Party (including any counterclaim or setoff) shall be tolled
while the arbitration is pending.

         11.5     Discovery. The arbitrator shall order the Parties to promptly
exchange copies of all exhibits and witness lists, and, if requested by a Party,
to produce other relevant documents, to answer up to ten (10) interrogatories
(including subparts), to respond to up to ten (10) requests for admissions
(which shall be deemed admitted if not denied) and to produce for deposition
and, if requested, at the hearing all witnesses that such Party has listed and
up to four (4) other persons within such Party's control. Any additional
discovery shall only occur by agreement of the Parties or as ordered by the
arbitrators upon a finding of good cause.

         11.6     Costs. Each Party shall bear its own costs, expenses and
attorneys' fees; provided that if court proceedings to stay litigation or compel
arbitration are necessary, the Party who unsuccessfully opposes such proceedings
shall pay all reasonable associated costs, expenses, and attorneys' fees in
connection with such court proceeding.

         11.7     Breach.

                  (a)      The Parties recognize that irreparable injury will
result from a breach of any provision of this Agreement and that money damages
will be inadequate to fully remedy the injury. In order to prevent such
irreparable injury, the arbitrators shall have the power to grant temporary or
permanent injunctive or other equitable relief. Prior to the appointment of the
arbitrators a Party may, notwithstanding any other provision of this

<PAGE>

agreement, seek temporary injunctive relief from any court of competent
jurisdiction; provided that the Party seeking such relief shall (if arbitration
has not already been commenced) simultaneously commence arbitration. Such court
ordered relief shall not continue more than ten (10) days after the appointment
of the arbitrator (or in any event for longer than sixty (60) days).

                  (b)      Notwithstanding any other provisions of this
Agreement to the contrary, upon any failure to Close the transactions
contemplated herein due to Purchaser's Guarantor's or Purchaser's breach of
their representations and warranties, due to the failure of Purchaser's
Guarantor or Purchaser to perform hereunder or due to the failure for any reason
to obtain the financing contemplated by the Financing Commitments, Purchaser
shall pay to Sellers promptly (and in no event more than three Business days
after receipt of Sellers' written notice) an amount equal to Thirty Million
Dollars ($30,000,000.00), by way of liquidated damages and not as a penalty.
Such amount shall be payable in cash by wire transfer to the Sellers' account
and such amount will not be due and payable because of any failure or refusal by
Sellers to exercise their rights to elect under Section 2.5 to accept shares of
Guarantor Common Stock as part of the Purchase Price. Purchaser has provided to
Sellers that certain standby irrevocable letter of credit in the amount of
$30,000,000 issued by Fleet National Bank N.A. for a term at least until May 1,
2003, a copy of which is attached hereto as Exhibit K (the "Letter of Credit").
If Sellers are entitled to liquidated damages as provided herein, they shall
give Purchaser and Purchaser's Guarantor written notice of such fact and a
demand for payment thereof. If such amount of liquidated damages has not been
paid to Sellers within three (3) days after Purchaser's receipt of Sellers'
notice and demand, Sellers shall be entitled to draw on the Letter of Credit the
full amount of the liquidated damages due hereunder.

                  (c)      Notwithstanding any other provisions of this
Agreement to the contrary, upon any failure to Close the transactions
contemplated herein due to Sellers or Sellers' Guarantor's breach of their
representations and warranties or their failure to perform hereunder and, within
twelve (12) months from the date of this Agreement, Sellers shall have
consummated a sale of the Assets to a third party or the outstanding securities
of Sellers are acquired by a third party, Sellers shall pay to Purchaser
promptly (and in no event more than three Business days after receipt of
Purchaser's written notice) an amount equal to Twenty Million Dollars
($20,000,000.00), by way of liquidated damages and not as a penalty. Such amount
shall be payable either in cash by wire transfer to the Purchaser's account.

         11.8     Consent to Jurisdiction. The Parties hereby consent to the
non-exclusive jurisdiction of the state or federal courts of New York for the
enforcement of any award rendered by the arbitrators.

                                   ARTICLE XII
                                  MISCELLANEOUS

         12.1     Governing Law. This Agreement shall be governed by and
construed in accordance with the substantive law of the State of New York
without giving effect to the

<PAGE>

principles of conflicts of law thereof, except that the substantive law of
Tennessee relating to the ownership of real property Assets located in Tennessee
shall govern with respect to such ownership.

         12.2     Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

         12.3     Assignment; Binding Effect. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by either of
the Parties (whether by operation of law or otherwise) without the prior written
consent of the other Party. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the Parties
and their respective successors and assigns. Nothing in this Agreement,
expressed or implied, is intended or shall be construed to confer upon any
Person other than the Parties hereto, their successors and assigns, any
Indemnified Person, and, under certain circumstances, the Parties' Affiliates
any right, remedy or claim under or by reason of this Agreement.

         12.4     Entire Agreement. This Agreement (including the Exhibits and
Schedules hereto and any documents referred to herein including, without
limitation, the Confidentiality Agreement) and the Crack Spread Retained
Interest Agreement constitute the entire agreement between the Parties, and
supersedes any prior understandings, agreements, arrangements and
representations between the Parties, written or oral, to the extent they related
in any way to the subject matter hereof.

         12.5     Notices. All notices, requests, demands, claims and other
communications required or permitted to be given hereunder shall be in writing
and shall be given by (a) personal delivery (effective upon delivery), (b)
facsimile transmission (effective on the next day after transmission), (c)
recognized overnight delivery service (effective on the next day after delivery
to the delivery service), or (d) registered or certified mail, return receipt
requested and postage prepaid (effective on the third day after being so
mailed), in each case addressed to the intended recipient as set forth below:

                If to Purchaser or Purchaser's Guarantor:

                       The Premcor Refining Group Inc.
                       1700 East Putnam Avenue, Suite 500
                       Old Greenwich, CT 06870
                       Facsimile:(203) 698-7920
                       Attention:General Counsel

                With a copy (which shall not constitute notice) to:

                       The Premcor Refining Group Inc.
                       1700 East Putnam Avenue, Suite 500
                       Old Greenwich, CT 06870
                       Facsimile:(203) 698-7909
                       Attention:Chief Operating Officer

<PAGE>

                If to Sellers:

                       c/o The Williams Companies
                       One Williams Center
                       Tulsa, Oklahoma 74172
                       Attention:  Mark Wilson
                       Facsimile:  (918) 573-5540

                With a copy (which shall not constitute notice) to:

                       Conner & Winters, P.C.
                       3700 First Place Tower
                       15 East 5th Street
                       Tulsa, Oklahoma 74 103-4344
                       Attention:  Lynnwood R. Moore, Jr.
                       Facsimile:  (918) 586-8548

                       General Counsel
                       Williams Energy Services
                       One Williams Center, Suite 4100
                       Tulsa, Oklahoma 74172
                       Facsimile:  (918) 573-6928

Any Party may change its address(es) for receiving notices by giving written
notice of such change to the other Party in accordance with this Section 12.5.

         12.6     Amendment. This Agreement may be amended by the Parties at any
time only by a written instrument signed on behalf of each of the Parties.

         12.7     Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.

         12.8     Waivers. The Parties may, to the extent legally allowed: (a)
extend the time for the performance of any of the obligations or other acts of
the other Party, (b) waive any inaccuracies in the representations and
warranties of the other Party contained herein or in any document delivered
pursuant hereto, or (c) waive performance of any of the covenants or agreements,
or satisfaction of any of the conditions, contained herein. Any agreement on the
part of a Party to any such extension or waiver shall be valid only if set forth
in a written instrument signed on behalf of such Party. Except as provided in
this Agreement, no action taken pursuant to this Agreement, including any
investigation by or on behalf of either Party, shall be deemed to

<PAGE>

constitute a waiver by the Party taking such action of compliance with any
representations, warranties, covenants or agreements contained in this
Agreement. The waiver by either Party of a breach of any provision hereof shall
not operate or be construed as a waiver of any prior or subsequent breach of the
same or any other provisions hereof.

         12.9     Execution. This Agreement may be executed in one or more
counterparts, and by each Party in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all of which shall
together constitute but one and the same agreement. This Agreement may be duly
delivered by one Party by its transmission of a facsimile signature page of this
Agreement.

[The balance of this page has been left intentionally blank, with signatures on
                                   next page]

<PAGE>

6.19     Consents to Assignment.

         (a)      Prior to Closing, Sellers agree to use reasonable business
efforts to obtain all consents to assignment of the Contracts, the Leases and
Easements and the Permits that are required to be obtained under this Agreement,
even though failure to obtain certain of the consents is not a condition
precedent to the Closing, except as provided for herein; provided, that neither
Party shall be obligated to make payments or incur obligations to third parties
or governmental agencies to obtain such consents except to pay such Party's
reasonable expenses or to pay normal fees to governmental agencies.

         (b)      To the extent that any Contracts, Leases and Easements or
Permits that would otherwise be assigned under this Agreement are not capable of
being assigned, transferred, subleased or sublicensed without the consent of, or
waiver by, any other party thereto or any other Person, or if such assignment,
transfer, sublease or sublicense or attempted assignment, transfer, sublease or
sublicense would constitute a breach thereof or a violation of any Applicable
Law, this Agreement shall not constitute an assignment, transfer, sublease or
sublicense, or an attempted assignment, transfer, sublease or sublicense of any
such Contract, Lease or Easement or Permit. For a period of one hundred and
twenty (120) days after Closing, Sellers shall continue to use their reasonable
efforts to obtain a consent to an assignment from Sellers to Purchaser of each
Contract, each of the Leases and Easements and Permits that, but for the first
sentence of this Section, would be assigned; provided, however, that Sellers
shall not be required to pay any consideration or suffer any financial
disadvantages to obtain such assignment.

<PAGE>

Signature page to that certain Asset Purchase and Sale Agreement between
Williams Refining & Marketing, L.L.C., Williams Generating Memphis, L.L.C.,
Williams Memphis Terminal, Inc., Williams Petroleum Pipeline Systems, Inc. and
Williams Mid-South Pipelines, LLC (Sellers), The Williams Companies, Inc.
(Sellers' Guarantor) and Premcor Refining Group, Inc. (Purchaser) and Premcor
Inc. (Purchaser's Guarantor)

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.

         "Purchaser"                   "Sellers"

         The Premcor Refining Group,   Williams Refining & Marketing, L.L.C.
         Inc.
         By: /s/ Michael Gayda           By: /s/ Randy M. Newcomer
           Name: Michael Gayda             Name: Randy M. Newcomer
           Title: Senior V.P.              Title: President

                                       Williams Generating Memphis, L,L.C.
         "Purchaser's Guarantor"

         Premcor Inc.                    By: /s/ Randy M. Newcomer
                                           Name: Randy M. Newcomer
         By: /s/ Michael Gayda             Title: President
           Name: Michael Gayda
           Title: Senior V.P. and      Williams Memphis Terminal, Inc.
                  General Counsel
                                         By: /s/ Randy M. Newcomer
                                           Name: Randy M. Newcomer
                                           Title: President

                                       Williams Petroleum Pipeline Systems, Inc.

                                         By: /s/ Randy M. Newcomer
                                           Name: Randy M. Newcomer
                                           Title: Vice President
         "Sellers' Guarantor"

         The Williams Companies, Inc.  Williams Mid-South Pipeline, LLC

         By: /s/ Phillip D. Wright       By: /s/ Randy M. Newcomer
           Name: Phillip D. Wright         Name: Phillip D. Wright
           Title: Chief Restructuring      Title: President
                  Officer

<PAGE>

                                 FIRST AMENDMENT
                                       TO
                        ASSET PURCHASE AND SALE AGREEMENT

                                     between

                     WILLIAMS REFINING & MARKETING, L.L.C.,
                      WILLIAMS GENERATING MEMPHIS, L.L.C.,
                        WILLIAMS MEMPHIS TERMINAL, INC.,
                    WILLIAMS PETROLEUM PIPELINE SYSTEMS, INC.
                                       AND
                        WILLIAMS MID-SOUTH PIPELINES, LLC

                                     Sellers

                                       and

                          THE WILLIAMS COMPANIES, INC.

                               Sellers' Guarantor

                                       and

                        THE PREMCOR REFINING GROUP, INC.

                                    Purchaser

                                       and

                                  PREMCOR INC.

                              Purchaser's Guarantor

         This First Amendment is made effective as of January 16, 2003 by and
among the Sellers, Sellers' Guarantor, the Purchaser and Purchaser's Guarantor
(the "Parties").

                                    RECITALS

         A.       The Parties made and entered into that certain Asset Purchase
and Sale Agreement as of the 25th day of November, 2002 (the "Asset PSA").

         B.       The Parties now desire to amend the Asset PSA as set forth
herein.

         In consideration of the matters set forth herein, the Parties agree
that the Asset PSA is hereby amended in the following particulars:

<PAGE>

         1.       Exhibit H - Financing Commitments. First Amended Exhibit H is
attached hereto. It replaces and supersedes Exhibit H to the Asset PSA. Pursuant
to Section 5.1(i) of the Asset PSA, First Amended Exhibit H incorporates copies
of the Purchaser's financing commitment letters from Blackstone Management
Associates III, Occidental C.O.B. Partners, Thomas D. O'Malley, Morgan Stanley
Senior Funding, Inc. and Morgan Stanley Capital Group Inc

         2.       Schedules 6.2(m) and 6.2(n). First Amended Schedules 6.2(m)
and 6.2(n) are attached hereto and replace and supersede Schedules 6.2(m) and
6.2(n) to the Asset PSA.

         3.       Sellers Closing Obligations. The first phrase of Section
3.2(a) is amended to read as follows: "Sellers shall deliver to Purchaser or to
Purchaser's Affiliates or designees (as specified in writing at least three (3)
business days prior to Closing):"

        [THE BALANCE OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK, WITH
                     SIGNATURES APPEARING ON THE NEXT PAGE]

                                       2

<PAGE>

Signature Signature page to that certain First Amendment to Asset Purchase and
Sale Agreement between Williams Refining & Marketing, L.L.C., Williams
Generating Memphis, L.L.C., Williams Memphis Terminal, Inc., Williams Petroleum
Pipeline Systems, Inc. and Williams Mid-South Pipelines, LLC (Sellers), The
Williams Companies, Inc. (Sellers' Guarantor) and Premcor Refining Group, Inc.
(Purchaser) and Premcor Inc. (Purchaser's Guarantor)

         IN WITNESS WHEREOF, the Parties have caused this First Amendment to be
executed by their duly authorized representatives as of the date first above
written.

"Purchaser"                            "Sellers"

The Premcor Refining Group, Inc.       Williams Refining & Marketing, L.L.C.

By: /s/ Michael Gayda                    By: /s/ Randy M. Newcomer
  Name: Michael Gayda                     Name: Randy M. Newcomer
  Title: Senior V.P.                      Title: President

                                       Williams Generating Memphis, L,L.C.
"Purchaser's Guarantor"

Premcor Inc.                             By: /s/ Randy M. Newcomer
                                          Name: Randy M. Newcomer
By: /s/ Michael Gayda                     Title: President
  Name: Michael Gayda
  Title: Senior V.P. and General       Williams Memphis Terminal, Inc.
         Counsel
                                         By: /s/ Randy M. Newcomer
                                          Name: Randy M. Newcomer
                                          Title: President

                                       Williams Petroleum Pipeline Systems, Inc.

                                         By: /s/ Randy M. Newcomer
                                          Name: Randy M. Newcomer
                                          Title: Vice President
"Sellers' Guarantor"

The Williams Companies, Inc.           Williams Mid-South Pipeline, LLC

By: /s/ Phillip D. Wright                By: /s/ Randy M. Newcomer
  Name: Phillip D. Wright                 Name: Phillip D. Wright
  Title: Chief Restructuring Officer      Title: President

                                       3

<PAGE>

                                SECOND AMENDMENT
                                       TO
                        ASSET PURCHASE AND SALE AGREEMENT

                                     between

                     WILLIAMS REFINING & MARKETING, L.L.C.,
                      WILLIAMS GENERATING MEMPHIS, L.L.C.,
                        WILLIAMS MEMPHIS TERMINAL, INC.,
                    WILLIAMS PETROLEUM PIPELINE SYSTEMS, INC.
                                       AND
                        WILLIAMS MID-SOUTH PIPELINES, LLC

                                     Sellers

                                       and

                          THE WILLIAMS COMPANTES, INC.

                               Sellers' Guarantor

                                       and

                         THE PREMCOR REFINING GROUP INC.

                                    Purchaser

                                       and

                                  PREMCOR INC.

                              Purchaser's Guarantor

         This Second Amendment is made effective as of February 28, 2003 by and
among the Sellers, Sellers' Guarantor, the Purchaser and Purchaser's Guarantor
(the "Parties").

                                    RECITALS

         A.       The Parties made and entered into that certain Asset Purchase
and Sale Agreement as of the 25th day of November 2002 and amended that
agreement pursuant to a First Amendment to Asset Purchase and Sale Agreement
effective as of January 16, 2003 (such Asset Purchase and Sale Agreement, as
amended, being hereinafter referred to as the "Asset PSA").

         B.       The Parties now desire to further amend the Asset PSA as set
forth herein.

         In consideration of the matters set forth herein, the Parties agree
that the Asset PSA is hereby amended in the following particulars:

<PAGE>

          Capitalized terms used herein shall have the same meaning as the
defined terms in the Asset PSA.

         1.       Crude Oil Acquired for March 2003 Deliveries. (a) Domestic
Crude. With respect to domestic barrels of crude oil for which Williams Refining
& Marketing, L.L.C. ("Seller") has entered into contracts with third parties for
deliveries into Capline pipeline during the month of March, 2003 (as those
barrels are described in Exhibits "A" and "B" hereto), the Parties agree that
such barrels will be purchased by Purchaser and sold by Seller pursuant to the
contracts attached hereto as Exhibits "A" and "B". Purchaser agrees to provide
credit support for such contracts consisting of an irrevocable standby letter of
credit in the amount of approximately $75 million and in the form attached
hereto as Exhibit "C".

         (b)      Foreign Crude. With respect to foreign barrels of crude for
which Seller has entered into contracts with third parties and with Purchaser
for deliveries into Capline pipeline during the month of March 2003 (under which
such contracts Seller has neither prepaid for the crude nor acquired title
thereto prior to the Effective Time), the Parties agree as follows: (i) If such
Seller contracts are assignable (including those for which any necessary prior
consent has been obtained from the third party), such contracts (and all rights
and obligations arising thereunder) will be assigned to and assumed by Purchaser
upon the Closing; (ii) Such contracts for foreign crude (if any) that are not
assignable will be covered by a back-to-back contract which Seller and Purchaser
shall enter at Closing containing terms, including price terms, that mirror, in
all substantive respects, the terms and conditions of the Seller contract
applicable to that crude, with the exception that Purchaser will be obligated to
make payment for such barrels in accordance with the payment terms under
Seller's contract for such crude but no earlier than at the time that title to
such barrels transfers to Purchaser via delivery of such barrels into Capline
pipeline for Purchaser's account. Purchaser further agrees, however, to provide
credit support for such contracts by, at Purchaser's option, (x) prepaying funds
to Seller directly or (y) providing an irrevocable standby letter of credit in
the form hereto as Exhibit C to cover each foreign contract at least two
business days prior to delivery into Capline pipeline for Purchaser's account.
Promptly upon receipt of Seller's invoice (and reasonable documentation of such
shipment for Purchaser's account), but in no event later than the first business
day following the receipt of such invoice, Purchaser shall make payment for the
applicable volumes of crude in accordance with such invoice via wire transfer to
Seller's account in accordance with the instructions provided by Seller.

         (c)      True-up. With respect to volumes of crude delivered under (a)
above, the later of forty (40) days after Closing or the date the final
reconciliation between Williams and its domestic crude oil suppliers have
occurred, the Parties will true up for volume by grade, price and any other
adjustments allowed under the contract, all amounts paid. With respect to
volumes of crude delivered under (b)(ii) above within forty (40) days after
Closing, the Parties will true-up for volume by grade, price and any other
adjustments available under the contracts, all amounts paid. Any payment
required to be made pursuant to such true up shall be made by wire transfer no
later than five (5) days after such true up.

         (d)      Schedule 2.4(a). The Parties agree that Schedule 2.4(a) is
hereby amended to provide that the "pricing days" for valuing the Williams
Feedstock Inventory and the Williams Product

                                       2

<PAGE>

Inventory will be the day of Closing and the first four (4) consecutive business
days immediately following the Closing Date. Each such business day used for
pricing must be one for which the applicable publication referenced in Schedule
2.4(a) publishes a price quotation and the New York Mercantile Exchange
("NYMEX") is open for normal business and normal hours of business. In no event
will a business day be used as a pricing day if the applicable marker price
referenced in Schedule 2.4(a) of the PSA is not published on that date or the
NYMIEX is not open for normal business and normal hours of business. The Parties
agree that the pricing of the Williams Feedstock Inventory and the Williams
Product Inventory must be completed within a fifteen (15) consecutive business
day pricing period immediately following Closing. If, during the fifteen (15)
day consecutive business days immediately following Closing there are at least
three (3) pricing days, the Parties agree to use the average of the pricing days
achieved to value the Inventory. If, during the fifteen (15.) consecutive
business days immediately following Closing, there are not at least three (3)
pricing days, the Parties agree that the determination of the fair market values
of the Inventory will be resolved pursuant to the provisions of the Dispute
Resolution provisions of Article XI of the Asset PSA.

         2.       Oracle Licenses. With respect to Oracle licenses that are used
at the Assets, Sellers have provided notice to Purchaser of Sellers' election
under Section 6.15 of the Asset PSA to retain such Oracle licenses. The Parties
hereby agree that Sellers are to refrain from all efforts to obtain replacement
Oracle licenses for Purchasers without further written direction from Purchaser
pursuant to the terms of the Asset PSA.

         3.       Exchange Balances. The definition of "Williams Product
Inventory" is hereby amended to exclude any exchange imbalances. Purchaser and
Sellers agree that Sellers will cash settle all exchange balances for the
periods prior to the Closing Date so that the exchange agreements assigned to
Purchaser at Closing will have -0- balances.

         4.       Forward Hedges of Heating Oil. Purchaser and Sellers agree
that Sellers will cash settle the corresponding NYMEX long future hedges
associated with the remaining firm price distillate sales that are described in
pages 10-12 of Schedule 4.5 of the PSA in which the Sellers have not delivered
the contracts and which the Purchaser will assume the delivery obligations of
the contracts. Such cash settlement will be determined as set forth in the "Cash
Settlement of Outstanding Futures" schedule attached hereto (which assumes a
Closing Date of Monday, March 3, 2003). If, on Closing Date, the price of NYMEX
heating oil contracts are greater than the price of the corresponding April and
May NYMEX heating oil contracts described in pages 10-12 of Schedule 4.5 of the
PSA, the total value difference shall be applied at Closing to decrease the
Final Inventory Amounts. If, on the Closing Date, the price of NYMEX heating oil
contracts are less than the price of the corresponding April and May NYMEX
heating oil contracts described in pages 10-12 of Schedule 4.5 of the PSA, the
total value difference shall be applied at Closing to increase the Final
Inventory Amounts.

         5.       Peaking Power Plant. The Parties agree that there will be a
separate Closing for the transfer of Sellers' interest in Williams Generating
Memphis, L.L.C. and Williams Power Marketing, LLC in recognition of the need for
prior FERC approval before the ownership of Williams Generating Memphis, L.L.C.
may be transferred to Purchaser. Such Closing shall occur within five (5)
calendar days following the day that public notice of such transfer approval by
FERC has been

                                       3

<PAGE>

given. Such separate Closing will not reduce or affect the Closing Purchase
Price required to be paid under Section 2.2(b) of the Asset PSA. Sellers will
provide Purchaser with the economic benefit of Williams Generating Memphis, LLC
and Williams Power Marketing until such separate Closing. Sellers and Purchaser
agree that the Assets owned by Williams Generating Memphis, L.L.C. and Williams
Power Marketing, LLC shall be governed by such representations, warranties,
covenants, agreements and indemnities as may apply (and to the extent of such
application) under the Asset PSA to the same extent as if such Assets were to be
transferred to Purchaser instead of the transfer of the ownership interest to
Purchaser of Williams Generating Memphis, L.L.C. and Williams Power Marketing,
LLC. Such separate Closing shall not constitute a waiver or forfeiture of any
rights and remedies that Purchaser may have under the terms of the Asset PSA.

         6.       Schedule 4.13(a) - Description of Real Property. Schedule
4.13(a) is hereby superseded and replaced in its entirety by the attached First
Amended Schedule 4.13(a).

         7.       330,000 Barrel Storage Tank at St. James. The Parties hereby
confirm the provisions of Sections 6.19 and 7.2(d) of the Asset PSA with respect
to the referenced storage tank and the related surface lease and pipeline
servitude and tank operating agreements. If the necessary consents for Sellers'
transfer of the tank and the related tank operating agreement and surface lease
and pipeline servitude agreement have not been obtained before Closing, Sellers
will provide Purchaser with the economic benefit of such tankage and such
agreements until such consents are obtained. Unless otherwise agreed, such
economic benefit will be on a pass-through basis, with such costs as are
actually incurred in connection with the ownership of the tank and pursuant to
the terms of the lease and tank operating agreement. In the event that any of
the provisions of the underlying land lease or tank operating agreement are
proposed to be changed, Sellers shall review the proposed changes with Purchaser
with Sellers first obtaining Purchasers consent to any increase in costs or
change in a material term. At Closing, the Parties will execute an agreement
that is consistent with the foregoing and it substantially in the form attached
hereto as Exhibit "D."

         8.       Form of Special Warranty Deed. The form of special warranty
deed (Exhibit B to the Asset PSA) upon which the Parties have agreed is attached
hereto as Exhibit "E".

         9.       Section 6.2(m). Section 6.2(m) of the Asset PSA concerns the
maintenance and capital projects described in Schedule 6.2(m) and the Parties
have entered into a separate Low Sulfur Gasoline Project Agreement. The Parties
recognize that certain of these maintenance and capital project matters, as
reflected on Exhibit "F' hereto, will not have been completed at the time of
Closing and do hereby agree to resolve and settle all of those matters through
the payment to Purchaser, via Purchase Price adjustment at Closing, of the sum
of $41,048.00 as calculated on Exhibit "F." Purchaser agrees that, subject to
such Purchase Price adjustment being made at Closing and Sellers' payments of
invoices attributable to the period prior to Closing, Sellers have fully
performed and satisfied their obligations under Section 6.2(m) and Sellers agree
that Purchaser has fully performed and satisfied its obligations under the Low
Sulfur Gasoline Project Agreement up to and including the Closing Date.

         10.      Casualty/Unfinished Items. Exhibit "G" hereto sets forth the
following five items ("Items"): Two casualty incidents at the Memphis refinery
which occurred after November 25, 2002 (Items 1 and 2), one unfinished project
involving removal and disposition of tank waste (Item 3), and

                                       4

<PAGE>

two real property matters (Items 4 and 5). Because repairs and actions related
to these items will not be completed until after the Closing, the Parties have
agreed to escrow specified amounts for each Item, the sum of which equals $2.7
million, pursuant to the escrow agreement attached hereto as Exhibit "G-1." The
Parties agree to handle these Items as follows:

                  (a)      Items 1, 2 and 5. The Parties shall endeavor in good
faith to agree upon commercially reasonable approaches (including the cost
thereof) to repairing or completing each one of these Items. If the Parties are
unable to reach such agreement on any one or more of these Items, such
disagreement(s) will be resolved pursuant to the Dispute Resolution provisions
of Article XI. The agreed-upon repair or completion approach shall be conducted
or managed by the Purchaser who shall provide prompt notice to Sellers of
completion, including detail cost support for the repairs and other actions
taken. When an Item has been repaired or completed pursuant to the Parties'
agreed-upon repair or completion approach, any escrowed amounts attributable to
that Item over and above the actual repair or completion cost shall be promptly
released to Sellers.

                  (b)      Items 3 and 4. Sellers shall, in satisfaction of Item
3, ship and dispose of the 25 roll-off boxes currently located at the Memphis
refinery resulting from completion of the asphalt tank cleaning project.
Purchaser will provide Sellers with reasonable assistance in effectuating such
shipment from the refinery premises. When Sellers have completed such shipment,
the escrowed amount applicable to Item 3 will be promptly paid to Sellers. Item
4 concerns the Capline Connection Agreement, dated August 6, 1984, between the
Capline Owners and Mid-America Pipeline Company (the "Connection Agreement"),
the Pipeline and Meter Station Easement, dated February 14, 1985, between Shell
Pipe Line Corporation and Mid-America Pipeline Company (the "Easement"), 18
pipeline easements located along the Collierville pipeline that are to be
transferred to The Premcor Pipeline Company (the "Pipeline Easements"), and the
Surface Lease and Pipeline Servitude and the Tank Operating Agreement, both
dated December 1, 1996, between Shell Pipe Line Corp. and Mapco Petroleum Inc.,
now known as Williams Express, Inc. (the "Capline Agreements"). With respect to
the Pipeline Easements, the Easement, the Connection Agreement and the Capline
Agreements, Sellers will use their best efforts to cause such agreements or
other easements, contracts or property interests providing substantially similar
benefits to vest in The Premcor Pipeline Company. Upon completion of Item 4, the
monies remaining in escrow with respect to such item will be promptly paid to
Sellers.

                  (c)      Limitations on Liability. Sellers shall have no
liability to Purchaser in connection with any one of Items 1, 2 or 3 over and
above the amount allocated thereto in accordance with Exhibit "G". The amounts
allocated on Exhibit "G" with respect to Items 4 and 5 are good faith estimates
by the Parties of the maximum amounts that will have to be expended to
accomplish Items 4 and 5 in a commercially reasonable fashion. Except as
provided for in this Second Amendment, for the respective escrow amounts
allocated to these Items on Exhibit "G," this paragraph 10 of this Second
Amendment does not create rights or remedies over and above any that may already
exist under the Asset PSA; nor does this Second Amendment limit or impair any
such rights or remedies that may exist under the terms of the Asset PSA upon
Closing.

         11.      Inventory Estimate Adjustment. The parties agree to reduce the
Inventory Estimate of $167,660,020.74 provided by Sellers to Purchaser on
February 24, 2003 by the amount of $22,862,500 in order to exclude from
Inventory a Saharan Blend crude oil cargo that will now be

                                       5

<PAGE>

arriving after the Effective Time. The adjusted Inventory Estimate is therefore
$144,797,520.74.

         13.      Off-Spec Propylene/Propane Product. Purchaser agrees to buy
and Seller agrees to sell approximately 20 full rail cars of off-spec
propylene/propane mix product located on Real Property on the Closing Date. The
Parties agree that the price for this product shall be determined in accordance
with the method of determination in Schedule 2.4(a) of the Asset PSA for
propylene/propane mix minus 7 cents per gallon. The value of this product shall
be included in the Final Inventory Amount and shall be subject to the Inventory
adjustment and dispute resolution procedures of Section 2.4 of the Asset PSA.

         14.      Revised Schedules. Schedule 4.3(a) is hereby superseded and
replaced in its entirety by the attached First Amended Schedule 4.3(a). Schedule
4.6(a) is hereby superseded and replaced in its entirety by the attached First
Amended Schedule 4.6(a). Schedule 4.6(b) is hereby superseded and replaced in
its entirety by the attached First Amended Schedule 4.6(b). Schedule 4.6(c) is
hereby superseded and replaced in its entirety by the attached First Amended
Schedule 4.6(c).

         15.      Brent vs. WTI Differential for Inventory Valuation. The
parties agree that Brent crude oil included in Inventory shall be priced at the
NYMEX WTI price minus $0.50 per barrel at St. James. The Brent price at any
other location shall be adjusted with the applicable transportation differential
as specified in the Asset PSA.

         16.      Closing/Effective Time. The parties agree that the Effective
Time of the Closing shall be 12:01 A.M. CST on March 3, 2003.

        [THE BALANCE OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK, WITH
                     SIGNATURES APPEARING ON THE NEXT PAGE]

                                       6

<PAGE>

Signature page to that certain Second Amendment to Asset Purchase and Sale
Agreement between Williams Refining & Marketing, L.L.C., Williams Generating
Memphis, L.L.C., Williams Memphis Terminal, Inc., Williams Petroleum Pipeline
Systems, Inc. and Williams Mid-South Pipelines, LLC (Sellers), The Williams
Companies, Inc. (Sellers' Guarantor) and Premcor Refining Group, Inc.
(Purchaser) and Premcor Inc. (Purchaser's Guarantor)

         IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be
executed by their duly authorized representatives as of the date first above
written.

         "Purchaser"                   "Sellers"

         The Premcor Refining Group,   Williams Refining & Marketing, L.L.C.
         Inc.
         By: /s/ Michael Gayda          By: /s/ Randy M. Newcomer
           Name: Michael Gayda           Name: Randy M. Newcomer
           Title: Senior V.P.            Title: President

                                       Williams Generating Memphis, L,L.C.
         "Purchaser's Guarantor"

         Premcor Inc.                   By: /s/ Randy M. Newcomer
                                         Name: Randy M. Newcomer
         By: /s/ Michael Gayda          Title: President
           Name: Michael Gayda
           Title: Senior V.P.          Williams Memphis Terminal, Inc.

                                        By: /s/ Randy M. Newcomer
                                         Name: Randy M. Newcomer
                                         Title: President

                                       Williams Petroleum Pipeline Systems, Inc.

                                        By: /s/ Randy M. Newcomer
                                         Name: Randy M. Newcomer
                                         Title: Vice President
         "Sellers' Guarantor"

         The Williams Companies, Inc.  Williams Mid-South Pipeline, LLC

         By: /s/ Mark W. Husband        By: /s/ Randy M. Newcomer
           Name:                         Name: Phillip D. Wright
           Title:                        Title: President

                                        7