<PAGE>

                                                                    EXHIBIT 10.3


                          MOTOR VEHICLE FUELING STATION
                          MASTER GROUND LEASE AGREEMENT

                                  Between


                          WAL-MART STORES, INC., LESSOR


                                       And


                          MURPHY OIL USA, INC., LESSEE

                                   EX. 10.3-1

<PAGE>

           MOTOR VEHICLE FUELING STATION MASTER GROUND LEASE AGREEMENT

This Agreement (the "Agreement"), dated as of the 12th day of November 1998 is
by and between WAL-MART STORES, INC., a Delaware corporation, with offices at
702 S.W. 8th Street, Bentonville, Arkansas 72716 ("Lessor") and Murphy Oil USA,
Inc. ("Lessee")

                                    RECITALS

A.        Lessor, directly or through one or more of its wholly-owned
subsidiaries, owns and operates retail stores under the name of "Wal-Mart" and
"Wal-Mart Supercenter" throughout the United States. These stores are located on
parcels of land either owned, leased, or subleased by Lessor or one or more of
its wholly-owned subsidiaries. References to "Lessor" in this Agreement shall
include such of Lessor's wholly-owned subsidiaries, as may be relevant to the
context in which the reference to "Lessor" appears.

B.        Lessee is a petroleum products refiner and marketer who is in the
retail gasoline, convenience store and car wash business and desires to
construct a Station on one or more of the Premises or Outlets owned, leased or
subleased by Lessor.

C.        Recognizing the mutual benefits to be gained from a cooperative effort
concerning the development of the Premises, Lessor does hereby lease or sublease
to Lessee, and Lessee does hereby lease or sublease from Lessor, the Premises as
provided for in this Agreement, setting forth their respective rights and
obligations with regard to the Premises and the development of the Stations.

Therefore, in consideration of the mutual covenants and agreements contained
herein, Lessor and Lessee hereby agree as follows:

                                   DEFINITIONS

For purposes of this Agreement, the following terms shall be defined as follows:

"Lessee's Work" shall mean all physical improvements and related development of
a Premises as herein provided for, including but not limited to canopies,
buildings, equipment, piping, installation, construction, grading and paving.

"Cost of Lessee's Work" shall mean all reasonable costs incurred in constructing
a Station, including but not limited to payments to third parties for labor and
materials incorporated in Lessee's Work, plus all payments to third parties for
direct development costs in connection with Lessee's Work including but not
limited to permit fees, legal fees, access fees and water and sewer hook-up
fees.

"Premises" shall mean that portion of the land that is part of Lessor's property
(which is owned or leased) and which is leased or subleased to Lessee by Lessor
pursuant to this Agreement. Each Premises shall be identified on a site plan
submitted as part of Exhibit A and more particularly described in Exhibit C

                                   EX. 10.3-2

<PAGE>

"Station" shall mean the motor vehicle fueling facility constructed on the
Premises by Lessee, including any car wash and/or convenience store and all
improvements, fixtures and equipment located thereon or used in connection
therewith.

"Store" shall mean the Wal-Mart store and real property or Wal-Mart Supercenter
store and real property on which the Premises is or could be located.

"Outlot" shall mean a parcel of land which is part of the original parcel
acquired in conjunction with the construction of a Store by Lessor, usually
bordering the major or secondary access artery and which may be available for
sale or lease for retail development.

"Delivery Date" shall be the date that all permits necessary to begin
construction of the Station are obtained.

"Rent Accural Date" shall mean the earlier of (i) the date a Station opens to
the public for business, or (ii) 120 days after the Delivery Date.

                                LIST OF EXHIBITS

Exhibit A - (furnished to Lessee by Lessor) shall contain a list of Stores with
a site plan for each Store reflecting thereon the proposed location, size and
configuration of a portion thereof which is thereby offered by Lessor to Lessee
to lease as a proposed Premises to become subject to this Agreement. Each
Exhibit A shall identify any requirements of Lessor (including without
limitation any permissive or mandatory business formats, operations, activities,
merchandise or services) and any known restrictions with respect to the proposed
Premises (including without limitation zoning matters, easements and
restrictions. Exhibit A may be supplemented by additional Exhibits A from time
to time, and at any time, by Lessor.

Exhibit B - (furnished to Lessor by Lessee) shall contain a list, by Store, of
those proposed Premises offered by Lessor on an Exhibit A, which Lessee accepts
as a Premises subject to this Agreement, and a list by Store of those proposed
Premises which Lessee rejects. Any Premises not listed as accepted on an Exhibit
B in accordance with this Agreement shall be deemed to have been rejected by
Lessee. Lessee shall be deemed to have taken possession of the Premises and this
Agreement shall be in effect as to each accepted Premises as of the date of
Exhibit B.

Exhibit C - (furnished to Lessor by Lessee within ninety (90) days after Lessee
opens to the public for business at the Premises) shall be the Addendum for each
Premises that is subject to the provisions of this Agreement. The Addendum shall
include (i) Lessor's Store number and Store address, and the Premises address,
(ii) a site plan reflecting the location and legal description of the Store and
the Premises and indicating Lessee's equipment used and the location of such
equipment on the Premises and utility easements (if any), (iii) an itemization
of the actual Cost of Lessee's Work, (iv) the Delivery Date, (v) the Rent
Accrual Date, (vi) a certification by Lessee that the Station has been
constructed and equipped and all improvements have been made in accordance with
the plans and specifications as approved by Lessor and (vii) proof of separate
assessment of the Premises for real property tax purposes or verification that
the Premises cannot be separately assessed (as required by Article 10.1). C

Exhibit D - (furnished to Lessor by Lessee) shall be a description of the
standard site plans furnished to Lessor by Lessee at the time of execution of
this Agreement.

                                  EX. 10.3-3

<PAGE>

Exhibit E - shall be the schedule of rents.

Exhibit F - shall be those Stations that were open to the public as of September
30, 1998 under the 1996 Agreement (as defined in Article 28.1).

                                   ARTICLE 1.
                                 SITE SELECTION

1.1       [Deleted]

1.2       Final Plans and Specifications

                                 EX. 10.3-4

<PAGE>

          Prior to commencing construction of any improvement on a Premises,
          Lessee (at Lessee's cost) shall provide Lessor with Lessee's final,
          specific, detailed plans and specifications for the construction of
          the Station on each Premises and shall obtain the approval of Lessor.
          Lessor shall approve or disapprove each submission of plans and
          specifications within forty-five (45) days, failing which they shall
          be deemed to have been approved by Lessor.

                                   ARTICLE 2.
                     STATION CONSTRUCTION AND MODIFICATIONS

2.1       Station Construction.

          a.        Lessee shall, in a timely fashion, pursue permits with the
          intent to construct or cause to be constructed at each Premises a
          Station conforming to the specifications mutually agreed upon by both
          Lessor and Lessee, to be opened to the public for business timely and
          otherwise in accordance with the provisions of this Agreement. Lessee
          will, at Lessee's expense, cause a survey of the Premises to be
          conducted, which will become the basis for the site plan in Exhibit C.
          Lessee shall bear all costs in association with Lessee's Work.
          Lessee shall give Lessor notice (i) of the projected date of
          commencement of construction at the Premises at least ten (10) days
          prior thereto, and (ii) of the projected date of opening to the public
          for business at the Premises at least ten (10) days prior thereto.
          Within ninety (90) days after the date Lessee opens to the public for
          business at the Premises, Lessee shall furnish to Lessor Exhibit C.

          b.        Lessee shall, at Lessee's cost, secure all necessary zoning,
          permits, licenses and other required regulatory approvals necessary to
          begin and complete construction and to open to the public for business
          at the Premises in accordance with this Agreement. Lessor shall
          cooperate with Lessee in securing such approvals. To the extent
          available, Lessor shall supply Lessee with site plans including
          elevations and grading, drainage diagrams, storm sewer and utility
          line layouts and environmental site evaluations, including soil
          studies related to the area of the Premises, with Lessee bearing any
          expense of copying or reproduction. Lessee shall furnish a copy of the
          building permit to Lessor within one (1) week of its issuance.

          c.        All construction shall be done in a manner so as not to
          materially interfere with Lessor's business and in compliance with
          this Agreement. Prior to entering upon the Premises, Lessee shall
          provide Lessor with a certificate of insurance as outlined in Article
          13. All construction shall be prohibited at a Premises during the
          period of November 1st - December 31st of any calendar year unless
          otherwise approved in writing by Lessor. At all times construction
          equipment and materials shall be contained in an area enclosed by a 6
          foot high chain-link fence or OSHA approved safety fencing no less
          than 4 feet high and be designated as a construction area on site and
          in construction plans. All work done by Lessee shall be performed in a
          good and workmanlike manner, in compliance with all applicable
          governmental laws, codes, rules and regulations, and free of any
          liens for labor and materials and subject to such requirements as
          Lessor may impose. Lessee shall indemnify and hold harmless Lessor
          against any loss, liability, damage, cost or expense resulting from
          Lessee's Work, except for any loss, liability or damage resulting from
          gross negligence by Lessor.

2.2       Modifications.

          During the term of this Agreement with respect to any Station, Lessee
          shall make no other structural alterations or improvements to, and
          shall place no other equipment or other facilities on the Premises

                                  EX. 10.3-5

<PAGE>

          except in accordance with the approved plans and specifications. If
          Lessee wishes to make additional material changes to the Station or
          Premises, Lessee must request approval from Lessor in writing. Routine
          equipment replacement and facility maintenance shall not be considered
          a material change. In performing any such alterations or improvements,
          Lessee will ensure that such activities do not prevent such Station
          from performing its intended functions for any length of time in
          excess of the time reasonably necessary to so repair, remodel, modify
          or reconfigure any such Station.

                                   ARTICLE 3.
                    EXCLUSIVE USE AND RESTRICTIVE COVENANTS

3.1       Use.

          a.        Each Premises is leased to and shall be used by Lessee
          solely for the purpose of installing, operating and maintaining
          thereon a Station and other uses, if any, identified on Exhibit
          A for the purpose of selling and dispensing to the general public
          motor fuels, convenience store products and car washes of the type
          identified and if and to the extent identified on Exhibit A hereto,
          in accordance with the provisions of this Agreement, and for no other
          purpose or purposes whatsoever without the specific prior approval of
          Lessor in each instance as provided for herein.

          b.        During the term of this Agreement, Lessor agrees that Lessee
          shall have the exclusive right to operate each Station at the Stores
          at which a Premises is located and that Lessor shall not construct or
          operate a motor vehicle fueling facility, convenience store or car
          wash at any Store upon which a Premises is located nor grant to any
          other person or entity any right to construct or operate a motor
          vehicle fueling facility, convenience store or car wash at any Store
          upon which a Premises is located, provided, however, if Lessee
          constructs and operates a Station without a car wash, Lessor shall not
          be restricted in any way from entering into an agreement with another
          party to construct and operate a car wash at a Store upon which a
          Premises is located. Lessor agrees, however, that it will not enter
          into an agreement with another party to construct and operate a car
          wash at a Store upon which a Premises is located without first
          offering the right to construct and operate the car wash to Lessee.
          Upon receipt of written notification by Lessor of the offer, including
          the terms and conditions of the offer, Lessee shall have ten (10) days
          within which to notify Lessor of Lessee's acceptance of such offer
          under the same terms and conditions. If Lessee fails to so notify
          Lessor, Lessor may proceed with the proposed agreement with another
          party to construct and operate a car wash upon the same terms and
          conditions as presented in the offer to Lessee. If the terms and
          conditions of the offer substantially change, Lessor is obligated to
          provide Lessee with an opportunity to exercise its right as outlined
          above.

          c.        Lessor agrees that it will not knowingly sell or lease an
          Outlot at a Store for the express purpose of use as a Station (with or
          without a convenience store or car wash in conjunction therewith)
          without first offering to sell or lease such Outlot to Lessee upon the
          same terms and conditions as the offer Lessor wishes to accept. Upon
          receipt of written notification by Lessor of the offer, including the
          terms and conditions of the offer, Lessee shall have ten (10) days
          within which to notify Lessor of Lessee's acceptance of such offer
          under the same terms and conditions. If Lessee fails to so notify
          Lessor, Lessor may proceed with the proposed sale or lease of such
          Outlot upon the same terms and conditions as presented in the offer to
          Lessee. If the terms and conditions of the offer substantially change,
          Lessor is obligated to provide Lessee with an opportunity to exercise
          its right of first refusal as outlined above.

          d.        Proposed Premises which are offered to but not accepted by
          Lessee as a Premises in accordance with this Agreement shall not be
          subject thereafter to this Agreement in any respect, including without
          limitation this Article 3.

                                  EX. 10.3-6

<PAGE>

3.2       Restrictive Covenants.

          a.        Lessor and Lessee agree that the Stations may sell any
          non-fuel products, so long as such products are not offered for sale
          in bulk quantities, subject to the following:

                    i)        Lessee may not sell beer in a quantity package
                              greater than a "12 pack", soft drinks in a
                              quantity package greater than a "12 pack" and
                              cigarettes in cartons, but cigarettes may be sold
                              on an individual package or multi-pack (in
                              quantities no greater than three) basis.

                    ii)       Lessee agrees not to sell, lease or rent
                              pornographic materials or drug related
                              paraphernalia at its Stations.

                    iii)      Lessee agrees not to sell tires or automotive
                              batteries at its Stations.

                    iv)       Lessee may install ATM banking facilities at the
                              Station provided such ATMs are approved by Lessor
                              in writing and are not restricted by other
                              agreements Lessor may have requiring exclusivity.
                              Such approval will not be unreasonably withheld by
                              Lessor.

                    v)        Lessee may install or operate fast food franchise
                              offerings which do not have on-site seating,
                              provided such offerings are approved by Lessor in
                              writing and are not restricted by other agreements
                              Lessor may have relating to the Premises requiring
                              exclusivity. Such approval will not be
                              unreasonably withheld by Lessor.

          b.        Lessee agrees that it will not, during the term of this
          Agreement, enter into any agreements to supply or operate motor
          vehicle fueling facilities on parking lot sites (excluding Outlots)
          with Lessor's competitors that are in substantially the same business
          as the formats currently known as "Wal-Mart" or "Wal-Mart Supercenter
          nor on parking lot sites (excluding Outlots) of grocery stores or
          supermarkets having 15,000 square feet or more of total building area.
          This covenant shall apply only to those states listed under Article
          1.1.d. Lessee also agrees if it directly or indirectly supplies or
          operates motor vehicle fueling facilities as described above, said
          stations will not bear the name of "Murphy USA" or any other name
          which is the same as or confusingly similar to any name Lessee may use
          at Premises covered by this Agreement

                                   ARTICLE 4.
                                 GRANT AND TERM

4.1       Lease of Premises

          a.        In consideration of the rents, covenants and agreements
          herein reserved and contained on the part of Lessee to be performed,
          Lessor does hereby lease and demise unto Lessee, and Lessee does
          hereby lease or sublease from Lessor, each of the Premises.

          b.        It is understood that the Premises may, in some instances,
          be owned by a third party and leased by Lessor from such third party,
          and in such event consent from the third party lessor may be required
          for Lessor to sublease the Premises to Lessee. Lessor shall be
          responsible for obtaining such third party consent when necessary, to
          the extent such consent can be obtained without the payment of money
          or the

                                  EX. 10.3-7

<PAGE>

          giving of other consideration by Lessor. If Lessor cannot obtain such
          third party consent, then the Premises shall be removed from this
          Agreement.

          c.        It is further understood that if Lessor is the lessee of a
          Store on which a Premises is located, or if a Store and Premises are
          located in a shopping center owned in part by a third party, there may
          be certain areas of the shopping center or of such Premises which are
          designated for the joint use of some or all the tenants in the
          shopping center, and the lease by Lessor to Lessee of such Premises is
          made subject to the provisions of any such lease or other agreement,
          (including an obligation to pay common area maintenance charges) and
          to any such existing third party rights.

          d.        Lessee shall be responsible for accomplishing, at its
          expense, any platting, re-platting or other steps which may be
          required by applicable laws, ordinances and regulations in connection
          with this Agreement, including but not limited to the cost of any
          relocating of landscaping, drainage, curbing, parking spaces or other
          improvements which may be necessitated.

          e.        The lease to Lessee is subject to any existing easements,
          rights of way, conditions, covenants and restrictions that may affect
          the Premises.

4.2       Term and Options to Renew.

          a.        The term of this lease shall commence as to each Premises on
          the Rent Accrual Date and shall continue for ten (1O) years, unless
          sooner terminated pursuant to the provisions of this Agreement. Lessor
          and Lessee acknowledge the Stations that were subject to the 1996
          Agreement (as defined in Article 28.1) and were open to the public as
          of September 30, 1998, are identified on Exhibit F of this Agreement
          and the original lease term will be for the time period prescribed on
          Exhibit F.

          b.        Subject to Article 4.2.c. below Lessee shall have two (2)
          successive five (5) year options to renew this Agreement as to each
          Premises, which options shall automatically be exercised unless
          Lessee provides 6 months prior written notice to Lessor of its intent
          not to exercise. Options one (1) and two (2) shall be subject to the
          same terms and provisions of this Agreement and subject to the rental
          payments outlined in Exhibit E (the "Rent Schedule"). At the end of
          the options the parties may enter into good faith negotiations for
          additional option periods.

          c.        If the term of Lessor's lease on a Store, to which a
          Premises relates, expires prior to the expiration of an original term
          or an exercised renewal option, then in that event the original and
          option terms with respect to such Premises shall expire upon the
          expiration of Lessor's lease, it being understood that Lessor shall
          not be obligated to exercise any option or otherwise enter into any
          agreement to extend or renew a Store lease in order to provide
          sufficient lease term to cover Lessee's original lease term or the
          term of any options to renew this Agreement as to the related
          Premises.

4.3       Condition of the Premises.

          Except as expressly provided in Article 5 below or otherwise agreed in
          writing signed by the parties, Lessee accepts each of the Premises in
          "as is" condition at the date of the Exhibit B acceptance by Lessee
          of the offer to lease such Premises.

4.4       Opening of Stations: Removal of Premises from Agreement.

                                  EX. 10.3-8

<PAGE>

          a.        Not later than one (1) year after the Premises has been
          offered, Lessee shall open a Station for business on such Premises in
          accordance with the provisions of this Agreement.

          b. In the event the Station does not open for business within 120 days
          (excluding any days in November and December during which Lessor
          precludes Lessee from pursuing construction) from the Delivery Date
          then a      monthly flat fee will be paid to Lessor by Lessee for the
          individual Station and Premises until it opens for business. This
          restriction is exclusive of the November and December construction
          moratorium as may be applicable. The foregoing payment is an amount
          which is agreed upon by the parties as liquidated damages to
          compensate Lessor for the damages suffered by it due to Lessee's
          failure to open and operate the Station(s) within 120 days after the
          Delivery Date(s). The parties agree that Lessor's damages due to such
          failure would be impossible to determine with reasonable certainty, by
          reason of which the parties have agreed upon the foregoing liquidated
          damages as Lessor's sole and exclusive remedy for such failure by
          Lessee.

          c. Lessee shall have the right to elect to remove from this Agreement
          up to an aggregate of thirty percent (30%) of the total number of
          Stores that have been or will be offered. Lessee may remove a Store
          from this Agreement by giving Lessor written notice of such election.
          Thereupon arid thereafter, this Agreement shall terminate as to such
          Premises, and Lessor shall have no obligation to replace such Premises
          with another Premises.

          d.        With respect to any Premises (i.) on which a Station has not
          been opened by Lessee in accordance with the provisions of this
          Agreement within one (1) year after it is offered to Lessee, (ii)
          which has not been removed from this Agreement by Lessee in accordance
          with Article 4.4.c. above, and (iii) on which Lessee has not commenced
          or is not diligently pursuing completion of the construction,
          equipping and opening of a Station in accordance with the provisions
          of this Agreement, Lessor shall have the right to elect to remove such
          Premises from this Agreement by giving Lessee notice of such election.
          Thereupon and thereafter, this Agreement shall terminate as to such
          Premises, and Lessor shall have no obligation to replace such Premises
          with another Premises.

          e.        Rent, liquidated damages and other obligations of Lessee
          under this Agreement shall continue to accrue with respect to a
          Premises, unless and until such Premises is removed from this.
          Agreement by Lessee in accordance with the provisions of Article
          4,4.c. above or by Lessor in accordance with the provisions of Article
          4.4.d. above. Removal of a Premises from this Agreement by Lessee or
          Lessor shall not terminate any obligations of Lessee which shall have
          accrued under this Agreement prior to such removal, including without
          limitation Lessee's obligations under Article 14 and Article 18 of
          this Agreement. The exclusive use provisions of Article 3.1 shall not
          apply to any site, which has been removed as a Premises from this
          Agreement by Lessee or Lessor.

          f.        Lessor and Lessee agree that any Store offered under this
          Agreement may be removed by Lessor from the Agreement at any time at
          Lessor's sole discretion. Such Stores shall not be included in
          Lessee's right to remove an aggregate of 30% of Stores offered as
          defined in Article 4.4.C.

                                  EX. 10.3-9

<PAGE>

          g.        If Lessee is unable to obtain necessary permitting or zoning
          required for construction of a Station, Lessee may remove a Store from
          this Agreement, provided, prior to Store being removed from the
          Agreement. Lessee shall provide proof to Lessor that all reasonable
          legal remedies at the local governmental level (short of initiating
          litigation) have been exhausted. Such Stores shall not be considered
          part of Lessee's right to remove an aggregate of 30% of Stores offered
          as defined in Article 4.4.c.

                                   ARTICLE 5.
                                  ENVIRONMENTAL

5.1       Inspection

          a.        Upon acceptance via Exhibit B of a Premises, Lessee may, at
          its option, enter upon the Premises and make or cause to be made by a
          competent and qualified independent contractor(s) reasonably
          acceptable to Lessor, at Lessee's sole expense, such inquiries,
          inspections, soil tests, borings and studies (collectively,
          "Studies") as may be necessary in order to determine the nature,
          levels and extent of any existing contamination of the Premises and
          the ground water beneath the Premises; provided, however, that the
          description and scope of work for the Studies shall be subject to the
          prior consent of Lessor, in its reasonable discretion. Lessee agrees
          to conduct each and all such Studies in compliance with all applicable
          Jaws, rules and regulations and in a professional, competent and
          workmanlike manner and in a manner which will minimize any
          interference with the operation of Lessor's business at the Store at
          which a Premises is located. Promptly upon (but in any event no later
          than ten (10) business days after) receipt thereof by Lessee, Lessee
          shall furnish to Lessor a copy of each report or other results of a
          Study, (each, a "Report"). Each Report shall reflect that it has been
          prepared by the contractor expressly for the benefit of Lessor as well
          as Lessee.

          b.        If a Study or Report indicates the presence of soil or
          groundwater contamination at the Premises which equals or exceeds
          current applicable Federal, state or local minimum standards, Lessee
          shall have the option to not proceed further with work at such
          Premises, unless Lessor, at Lessor's sole option and expense, performs
          remediation to reduce such contamination to no more than the said
          standards. If Lessor does not desire to perform such remediation and
          Lessee is unwilling to proceed without such remediation, this
          Agreement shall terminate as to such Premises and Lessor shall
          reimburse Lessee for the cost of die Studies. Such termination with
          respect to such Premises shall not affect the rights and obligations
          of the parties with respect to any other Premises or Stations.

          c.        The levels of contamination established at the conclusion of
          the procedures outlined in Article 5.l(a) and 5.1(b) above shall be
          the "Environmental Base Lines" for the Premises. To the extent
          Lessee fails to exercise its option to conduct such Studies prior to
          the earlier of the commencement of construction activities by Lessee
          on a Premises or the placement of any equipment on such Premises, it
          shall be conclusively presumed that such Premises contains no
          contamination.

          d.        At the conclusion of the Studies, Lessee shall promptly seal
          or otherwise permanently close any test borings and or wells, remove
          its equipment and otherwise restore the Premises to its former
          condition. In the event Lessor and Lessee agree in writing that some
          or all of the wells should be maintained for future sampling, Lessee
          may allow the agreed upon wells to remain providing measures are taken
          to cap and lock said wells so as to minimize potential contamination
          but allow for future testing.

5.2       Responsibilities After Termination or Non-renewal.

          Immediately after termination or non-renewal of this Agreement as to a
          Premises, Lessee shall (at Lessee's sole expense) cause a Study(ies)
          to be performed by a competent and qualified independent contractor(s)
          reasonably acceptable to Lessor, who shall issue a Report, a copy of
          which shall be furnished to Lessor


                                   EX. 10.3-10

<PAGE>

          without charge promptly upon (but in any event no later than ten (10)
          business days after) receipt thereof by Lessee, sufficient to
          establish the nature, levels and extent of petroleum based hydrocarbon
          contamination at the Premises, if present. Each Report shall reflect
          that it has been prepared by the contractor expressly for the benefit
          of Lessor as well as Lessee. Lessee shall (at Lessee's sole expense)
          perform all remediation and take all steps necessary to reduce any
          contamination to the Environmental Base Lines resulting from Lessee's
          operation of the Station, including without limitation the acts of
          third party invitees of Lessee, and shall otherwise be responsible
          for, indemnify and hold harmless Lessor against any existing
          petroleum based hydrocarbon contamination in excess of such
          Environmental Base Lines to the extent required by any applicable
          present or future Federal, State or Local laws or regulations. Lessee
          shall not be responsible to the extent that any such contamination has
          no connection with Lessee's operation of the Station and is caused by
          a third party which is not an invitee of Lessee. Lessor shall provide
          Lessee reasonable access to the Premises for the purpose of performing
          Lessee's obligations hereuuder.

                                   ARTICLE 6.
                              OPERATING CONDITIONS

                                    [Deleted]

                                   ARTICLE 7.
                                      RENT

7.1       Rent.


                                   EX. 10.3-11

<PAGE>

          For each Station, there shall be no rent or other charge due or
          payable by Lessee with respect to any period prior to the Rent Accrual
          Date. From and after the Rent Accrual Date, Lessee agrees to pay rent
          and/or liquidated damages ("Rent") to Lessor for each Station under
          this Agreement in accordance with Article 4.4 and Exhibit E hereto
          (the "Rent Schedule").

7.2       [Deleted]



7.3       Documentation.

          Upon request, Lessee agrees to furnish to Lessor from time to time,
          such information and backup documentation as may be requested by
          Lessor relating to the determination of Rent.

7.4       Payments.

          Payments of Rent shall be made via wire transfer, or other method, as
          directed by Lessor and shall be made for each calendar month not
          later than the fifth (5th) day of the calendar month following the
          month for which the rent is calculated. Lessee shall consolidate
          payments of Rent for all Premises, in a single wire transfer, but
          Lessee shall simultaneously with each wire transfer send to Lessor
          supporting documentation electronically for the Rent attributed to
          each Premises, which shall be identified by the Lessor's number
          assigned to the Store or other designation agreed upon by Lessor and
          Lessee, at which the Premises is located. In the event that an
          electronic submission cannot take place, Lessee agrees to send the
          supporting documentation to the address indicated in Article 7.2 above
          or such other address of which Lessee may subsequently be notified in
          writing by Lessor. If for any reason Lessor does not receive the rent
          by the due date, Lessor shall promptly notify Lessee, If Lessee does
          not cure within five (5) business days from the date of receipt of the
          notice to cure from Lessor, payments not made by the sixth (6th) day
          shall bear interest at a rate equal to Prime Rate (as published by
          the Wall Street Journal) plus four percent (4%) from the sixth (6th)
          day of the month.

7.5       Alternate Fuels.


                                   EX. 10.3-12

<PAGE>

          Lessor and Lessee agree that prior to the introduction or installation
          of automotive fuels other than gasoline or diesel at any Station, both
          parties will agree to a form of measurement upon which the rent is
          calculated in this Agreement. The rent will then also apply to the new
          fuel type.

                                   ARTICLE 8.
                     COMPLIANCE WITH LAW; INGRESS AND EGRESS

8.1       Compliance with Laws and Regulations.

          Lessee shall, at all times, maintain and conduct its business, insofar
          as the same relates to Lessee's use and occupancy of the Premises, in
          a lawful manner, and in compliance with all governmental laws, rules,
          regulations and orders applicable to the business of Lessee conducted
          at the Station, including those with respect to storage, handling,
          discharge and transport of any material or product deemed hazardous to
          the extent of Lessee's responsibility.

8.2       Ingress and Egress.

          a.        Lessor shall at all times allow Lessee, Lessee's agents,
          suppliers and employees and its customers the right of ingress and
          egress to the Premises sufficient to conduct and encourage Lessee's
          business. Lessee and Lessor shall agree on a reasonable route and
          delivery access for Lessee's commercial delivery vehicles so as to
          minimize interference with Lessor's Store business.

          b.        Lessee agrees to not block or disrupt the flow of traffic on
          Lessor's parking lots and agrees to use its best efforts to make fuel
          deliveries to the Stations between the hours of 10:00 p.m. and
          8:00 a.m.

                                   ARTICLE 9.
                      MAINTENANCE, REPAIRS AND CLEANLINESS

9.1       By Lessee.

          Lessee shall be responsible, at its cost and expense, for all repairs,
          maintenance and replacements for the Stations and Premises, including
          but not limited to, the mechanical and electrical equipment and
          systems which comprise the Stations, and all other fixtures,
          appliances and facilities furnished or installed on the Premises by
          Lessee. The maintenance and repair work at the Premises shall be
          performed by Lessee or its contractors timely, in a good and
          workmanlike manner and in compliance with all applicable governmental
          laws, codes, rules and regulations, free of any liens for labor and
          materials, and subject to such reasonable requirements as Lessor and
          Lessee may agree from time to time. The Premises shall be kept in
          clean condition and appearance, and shall be properly operating during
          the hours that they are open.

                                   ARTICLE 1O.
                                      TAXES

10.1      Lessee's Responsibilities.

          a.        Lessee shall make every effort to cause the Premises,
          including all of Lessee's improvements, to be separately assessed for
          real property tax purposes within 120 days from Delivery Date. If the
          Premises cannot be separately assessed, Lessee shall provide
          verification from the appropriate taxing jurisdiction. Such separate
          assessment of a Premises or verification that it cannot be separately
          assessed shall be included as part of Exhibit C. Lessee shall be
          responsible for the timely payment of all general and special real
          property taxes and assessments and all other government charges
          levied, assessed or imposed with


                                   EX. 10.3-13

<PAGE>

          respect to the Premises and all improvements constructed thereon and
          all assessments for local improvements, if any, attributable to the
          Premises. Lessee shall also pay all personal property taxes assessed
          on its products, trade fixtures and equipment at the Stations or in,
          under or upon the Premises and also pay general license or franchise
          taxes and other charges, if any, which may be imposed in connection
          with the conduct of Lessee's business. If, after Lessee's efforts to
          do so, the Premises cannot be separately assessed for real property
          tax purposes, Lessee shall pay that amount by which such real property
          taxes have increased by reason of Lessee's improvements to the
          Premises. Lessee shall have the right to contest, in its and/or
          Lessor's name, an assessment for and/or levy for any taxes which
          Lessee is obligated to pay under this article. In the event any such
          taxes, or charges which are the obligation of Lessee herein are
          assessed and paid by Lessor, Lessee shall reimburse Lessor therefor
          upon Lessor's demand and presentation to Lessee of receipted bills but
          Lessor shall not be entitled to reimbursement by reason of Lessor's
          delinquent payment for any penalties or interest; or if the bills for
          any such taxes or charges are received by Lessor prior to the date
          penalty and/or interest begins to accrue and Lessor fails to forward
          such bills in a timely manner to Lessee, Lessee shall proceed to pay
          such bills but any penalties or interest shall be charged to Lessor as
          a result of Lessor's failure to forward such bills in a timely manner.
          In addition to the above, Lessee shall furnish to Lessor proof of
          payment of real property taxes for each Premises.

                                     ARTICLE 11.
                         UTILITIES AND MAINTENANCE FEES

11.1      Utility Charges.

          a.        Lessee shall pay for all utility services, including natural
          gas, electricity, domestic water, sewer and all other utility services
          furnished to Lessee for use in the Premises. All such utility services
          shall be separately metered and charged to Lessee directly by the
          utility companies.

          b.        Lessee, within 120 days from the Delivery Date, shall
          certify to Lessor that all utility servicing the Premises are
          separately metered. Certification that the Stations utilities are
          separately metered shall become a part of Exhibit C.

11.2      Easement.

          To the extent it has the right or ability to do so, Lessor agrees to
          grant to Lessee a non-exclusive utility easement to serve each of the
          Premises. To the extent Lessor lacks the power to grant such an
          easement, Lessor will use reasonable efforts (but not requiring the
          expenditure of funds) to obtain such an easement from those having the
          power to grant the same. Lessee agrees to bear the cost of bringing
          utilities to the Premises, including any cost of obtaining an easement
          from others than Lessor to the extent required under this Agreement.

                                   ARTICLE 12.
                         FIXTURES, SIGNS AND ALTERATIONS

12.1      Signs.


                                   EX. 10.3-14

<PAGE>

          a.        Lessee shall obtain all permits and erect all signs at the
          Stations in compliance with all applicable governmental laws, codes,
          rules and regulations, as well as all applicable leases, covenants,
          restrictions, agreements or other instruments affecting the property.
          All signs shall be subject to approval by Lessor as to location,
          content, appearance and all other aspects and shall be maintained by
          Lessee in a neat and clean condition. No other signs will be placed on
          or above the Premises or elsewhere on the Store property without the
          prior written consent of Lessor. In no event shall hand-written signs
          be permitted at or on the Premises.

          b.        Lessee shall make diligent efforts where appropriate to
          establish and maintain signage identifying Lessee's business on what
          is commonly known as "services at next exit" Interstate signage.

12.2      Alterations.

          Lessee may, from time to time during the Lease Term, make any
          structural alterations or changes to the Stations, which are in
          accordance with Lessee's Work, or as may otherwise be approved by
          Lessor and may make any nonstructural alterations that Lessee may
          desire. All such alterations or changes shall be made by Lessee or its
          contractor in a good and workmanlike manner, in compliance with all
          applicable governmental laws, codes, rules and regulations, free of
          any liens for labor and materials and subject to such reasonable
          requirements as Lessor and Lessee may agree to or as may be required
          by any agreement to Lessor affecting the Premises. All alterations or
          changes Lessee may make in the Premises shall be Lessee's
          responsibility to maintain and repair in the manner set forth in this
          Agreement.

                                   ARTICLE 13.
                               LIABILITY INSURANCE

13.1      Liability Insurance.

          Lessee agrees to obtain and keep in force and effect at all times,
          with insurers reasonably acceptable to Lessor, commercial general
          liability insurance with respect to the Stations and Premises, with
          minimum limits of liability of five million dollars ($5,000,000)
          combined coverage per occurrence; environmental liability insurance
          with minimum limits of liability of five million dollars ($5,000,000)
          per Station; employer's liability insurance with minimum limits of
          five million dollars ($5,000,000); and statutory worker's compensation
          insurance as required by applicable law with a waiver of subrogation
          where permitted by law. Each such insurance will name Lessor, its
          subsidiaries and affiliates as additional insureds and will contain a
          provision that it is cancelable only upon not less than (30) days'
          notice in writing to Lessor. Upon request, Lessee agrees to provide
          Lessor copies of the declaration page(s) of the policy(ies)
          reflecting all of the foregoing. Lessee may self-insure any or all of
          the above coverages except environmental liability, so long as Lessee
          maintains a net worth of    or more. Prior to entering any Premises,
          Lessee will provide Lessor evidence of insurance coverage. Lessee may
          self-insure as to environmental liability so long as Lessee
          maintains a net worth of           or more.

                                   ARTICLE 14.
                                 INDEMNIFICATION

14.1      Indemnification of Lessor.

          Lessee shall indemnify Lessor, its directors, officers, agents,
          employees and owners to the extent of their interest in the Premises,
          and save them harmless from and against any and all claims, actions,
          damages, liability, and expense, including, without limitation,
          reasonable attorneys' fees in connection with loss of


                                   EX. 10.3-15

<PAGE>

          life, personal injury, or damage to property arising from or out of
          any occurrence in, upon, or at the Premises, or the occupancy or use
          by Lessee of die Premises or any part thereof, or occasioned wholly or
          in part by any act or omission of Lessee, its agents, employees or
          contractors, except to the extent caused by the act or omission of
          Lessor, its agents, employees or contractors.

14.2      Indemnification of Lessee.

          Lessor shall indemnify Lessee, its directors, officers, agents and
          employees and save them harmless from and against any and all claims,
          actions, damages, liability and expense, including, without
          limitation, reasonable attorney's fees in connection with loss of
          life, personal injury or damage to property arising from or out of any
          occurrence in, upon or at the Stations or the Stores to the extent
          caused by any act or omission of Lessor, its agents, employees or
          contractors.

                                   ARTICLE 15.
                                   ADVERTISING

15.1      Restriction on References to Other Party.

          Neither Lessor nor Lessee shall refer to the other party in
          advertising nor use the other party's logos, trademarks, trade dress,
          or service marks without the prior written consent of the other party;
          provided, however, each party may, without obtaining the consent of
          the other party, include the addresses of or otherwise identify the
          Stores and/or the Stations in a directory, map or other listing or
          depiction of the Stations and/or the Stores. Each of Lessor and Lessee
          acknowledges that the other party's logos, trademarks, trade dress,
          and service marks are the sole property of the other party, and this
          Agreement gives neither party any rights with respect to the logos,
          trademarks, trade dress or service marks of the other party. Lessee
          shall conspicuously identify itself as owner/operator with respect to
          each Station at each Premises and in connection with any advertising.

15.2      Right to Advertise on Premises,

          a.        Lessor shall have the exclusive right to utilize all
          spanners for advertising on the Premises and on Lessee's Equipment
          (including electronic display at point of sale). The spanners shall
          not carry the trademark, mention or promote any item which is in
          competition with Lessee's business or product lines of refining and
          marketing petroleum products such as motor fuels and gasoline. All
          electronic messages shall be approved by Lessee and shall conform to
          Lessee's standards.

          b.        Lessee shall have the exclusive right to utilize all pump
          toppers for advertising on the Premises. The pump toppers shall not
          carry the trademark, mention or promote any retail competitor which is
          in competition with Lessor or items which are in competition with
          Lessor's business or product lines.

          c.        In order to assist Lessor in promoting its Tire & Lube
          Express and Store automotive sales businesses, Lessee shall make
          available point of sale and promotional space as, when and where
          requested by Lessor for items such as tire and automotive displays, so
          long as these activities do not interfere with sales at the Stations.
          Lessee shall also allow Lessor to conduct tire and lube promotions by
          Lessor's sales associates at the Station so long as these activities
          do not interfere with Station sales.


                                   EX. 10.3-16

<PAGE>

                                   ARTICLE 16.
                             EMERGENCY NOTIFICATION

16.1      Emergency Notification.

          Lessee and Lessor shall each keep the other party informed at all
          times of the name(s) and/or telephone number(s) with respect to each
          of the Premises, for the other party to contact, at any time of day or
          night, to report activities or circumstances existing at any of the
          Stores or Premises for Lessor's or Lessee's prompt attention.
          Notwithstanding the foregoing and that a party may from time to time
          make such reports to the other party, neither party shall have any
          obligation whatever to observe, monitor, report on, control, respond
          to or otherwise deal in any manner with any activities or
          circumstances whatever at a Store (in the case of Lessee) or at a
          Premises (in the case of Lessor). Except as provided in Article 9.1
          above, Lessee shall be solely responsible for the Premises, for
          Lessee's property and for all activities of Lessee at the Premises.
          Lessor shall be solely responsible for its Store, for its property and
          for all activities of Lessor at its Store.

                                   ARTICLE 17.
                        DAMAGE BY FIRE OR OTHER CASUALTY

17.1      Notice.

          Lessee shall give immediate written notice to Lessor of any damage
          caused to a Premises or Station by fire or other casualty.

17.2      Damage.

          Subject to provisions of 17.3 below, if during the Lease Term a
          Premises or Station shall be damaged by fire or other casualty, Lessee
          shall promptly proceed to commence repair of such damage and restore
          the Premises and Station to substantially its condition at the time of
          such damage. Subject to zoning laws and building codes then in
          existence, Lessee shall complete such repairs subject to any-delay,
          which may result from any cause beyond Lessee's reasonable control.
          This Agreement shall continue in full force and effect during any such
          period of repair and restoration.

17.3      Substantial Damage In Last 3 Years of Term.

          In the case during the last three (3) years of the Lease Term the
          Premises or Station shall be substantially damaged or destroyed by
          fire or other casualty. Lessee shall have the right, to be exercised
          by written notice to such effect given by Lessee to Lessor within
          forty-five (45) days after the occurrence of such event, to terminate
          this Agreement as to such Premises. If Lessee fails to timely give
          such notice of its election to terminate, this Agreement shall, except
          as hereinafter provided, remain in full force and effect, and Lessee
          shall proceed to commence repair or rebuilding of the Premises and
          Station to substantially its condition at the time of such damage or
          destruction subject to zoning laws and building codes then in
          existence, but Lessee shall not be responsible for any delay which may
          result from any cause beyond Lessee's reasonable control. For purposes
          of this article, substantial damage shall be defined as damage for
          which the repair cost is greater than 50% of the cost to rebuild the
          Station and Premises.

17.4      Operation During Reconstruction.


                                   EX. 10.3-17

<PAGE>

          During any period of reconstruction or repair of the Premises. Lessee
          shall continue the operation of the Station to the extent practicable.

                                   ARTICLE 18.
                    LESSOR'S OPTION TO ACQUIRE LESSEE'S WORK;
                     OBLIGATIONS OF LESSEE UPON TERMINATION

18.1      Lessor's Option to Acquire Station Equipment Upon Termination.

          Except in the case of termination due to expiration of the term
          (original or renewal) which is dealt with in Article 18.2 below, upon
          termination of this Agreement as to a Premises in accordance with the
          provisions of this Agreement, Lessor shall have the right, at its
          option, to acquire all (but not less than all) of Lessee's Work with
          respect to such Premises, exclusive of any signs, docals or other
          materials which contain Lessee's Brand identification. Within ten (10)
          days of the giving to Lessee of a notice of earlier termination by
          Lessor, or simultaneously with the giving by Lessee of a notice of
          earlier termination by it, Lessee shall give a notice to Lessor, which
          shall disclose the unamortlized portion of the Cost of Lessee's Work
          at each Premises, using a ten (10) year straight line basis beginning
          on the Rent Accrual Date (the "Unamortized Station Costs"). Lessor
          shall have the right to audit Lessee's determination of Unamortized
          Station Costs. Lessor shall have the right to acquire Lessee's Work
          free and clear of any liens or encumbrances whatever, by giving Lessee
          notice of its election to do so not later than ten (10) business days
          prior to the termination of this Agreement with respect thereto. Any
          addition to or replacement of above or below ground equipment or
          facilities, as provided for herein, will be added to the Cost of
          Lessee's Work. Upon termination. Lessee shall deliver to Lessor a bill
          of sale containing warranties of title and against liens and
          encumbrances covering all items of Lessee's Work with respect to which
          Lessor shall have exercised its option to acquire, in exchange for
          payment by Lessor of the Unamortized Station Costs.

18.2      Expiration of Term.

          In the case of termination as to a Premises due to expiration of the
          term (original or renewal), Lessor shall have the right, at its
          option, to acquire all (but not less than all) of Lessee's Work with
          respect to such Premises. Not less than sixty (60) days prior to
          expiration of the term, Lessee shall give a notice to Lessor which
          shall disclose the pre-tax net income of Lessee for the Premises for
          the thirty-six (36) months ending ninety (90) days prior to such
          termination. In determining such net income, Lessee shall charge or
          credit to the Premises all related revenues and expenses in accordance
          with generally accepted accounting principles on a consistent basis
          throughout the term. Lessor shall have the right to audit Lessee's
          financial statements relating to the Premises for any or all of the
          years during which the Premises have been subject to the Agreement.
          Lessor shall have the right to acquire the Lessee Equipment, free and
          clear of any liens or encumbrances whatever, by giving Lessee notice
          of its election to do so not later than ten (10) business days prior
          to the termination of this Agreement with respect thereto. Upon
          termination, Lessee shall deliver to Lessor a bill of sale containing
          warranties of title and against liens and encumbrances covering all
          items of Lessee's Work with respect to which Lessor shall have
          exercised its option to acquire, in exchange for payment by Lessor of
          an amount equal to the higher of such 36-months' net income, as
          adjusted pursuant to any audit by Lessor, or the Unamortized Station
          Costs.

18.3      Equipment Removal.

          Except where Lessor has exercised its option to acquire the Lessee's
          Equipment as provided in Article 18.1 and 18.2 above or as herein
          after provided, not later than sixty (60) days after the date of
          termination


                                   EX. 10.3-18

<PAGE>

          of this Agreement as to a Premises. Lessee shall remove therefrom all
          of Lessee's Work and shall repair any damage and restore all of such
          Premises to its former condition. If Lessee fails to remove any of
          Lessee's Work, Lessor may, at its option, treat the same or any part
          thereof as abandoned by Lessee, whereupon the same or such part
          thereof shall be and become the property of Lessor and may be used or
          disposed of by Lessor as it may see fit, without any obligation to
          account therefor to Lessee. The acquisition by Lessor of any of
          Lessee's Work shall not be deemed to be a waiver of any rights of
          Lessor against Lessee under the Agreement, or otherwise, and shall not
          be a basis for a claim of assumption of risk or contributory
          negligence by Lessor, which defenses Lessee expressly waives. If the
          Premises are leased by Lessor. Lessee shall remove Lessee's Work,
          repair any damage and restore the Premises in accordance with the
          foregoing not later than the date of termination of Lessor's lease. If
          the termination of this Agreement is pursuant to Article 22.1 below,
          Lessee shall remove the Equipment, repair any damage to Lessee's Work
          and restore the Premises in accordance with the foregoing no later
          than the later of (i) sixty (60) days after notice of termination or
          (ii) the date of termination. No rent shall be payable while Lessee is
          removing its equipment, repairing damage and restoring the Premises,
          except in the event of termination pursuant to Article 22.1 below.

                                   ARTICLE 19.
                                 EMINENT DOMAIN

19.1      Partial or Total Condemnation.

          If the whole or any part of the Premises shall be taken by any public
          authority under the power of eminent domain, then and in such event
          this Agreement shall terminate as to such Premises, unless Lessor and
          Lessee shall mutually agree in writing, that the property taken is not
          significant enough to substantially affect the business, in which case
          this Agreement shall not terminate. In any event, Lessee shall have
          the right to claim from the condemning authority such compensation as
          may be separately awarded or recoverable by Lessee in Lessee's own
          right for the Station, trade fixtures, moving expenses and lost
          profits of Lessee. All other condemnation rights shall belong to
          Lessor.

                                   ARTICLE 20.
                    ASSIGNMENT AND SUBLETTING; SUBCONTRACTING

20.1      By Lessee.

          Except (i) in the event of the reorganization or consolidation of
          Lessee, or (ii) in connection with a deed of trust, mortgage or other
          pledge to a secured lender of Lessee, Lessee shall not assign this
          Agreement or any part thereof, or franchise to, subcontract with or
          otherwise permit any third party to occupy or operate the Premises,
          the Station or any portion thereof or conduct any activity thereon,
          without obtaining the prior written consent of Lessor, which consent
          shall not be unreasonably withheld. Assignment shall not release the
          assignor from its obligations, past or future, under this Agreement,
          unless such release is in writing and signed by the releasing party.
          Provided, however, that the exception in (i) above shall not be
          construed so as to diminish or impede Lessor's right to purchase as
          provided in Article 25 below.

20.2      By Lessor.


                                   EX. 10.3-19

<PAGE>

          Lessor, its successors or assignees shall have the right at any time
          to assign this Lease. Assignment shall not release the assignor from
          its obligations, past or future, under this Agreement, unless such
          release is in writing and signed by the releasing party.

                                   ARTICLE 21.
                                RELOCATED STORES

21.1      Relocated Stores.

          a.        Lessee acknowledges Lessor's right to close or relocate any
          Store at any time, however, Lessor agrees that, to the best of its
          knowledge at that time, no Store will be included on any Exhibit A
          that is then scheduled to close within five (5) years of the date of
          such Exhibit A.

          b.        If Lessor elects to relocate a Store at which a Station is
          then located during the original term of this Agreement, and if in
          connection with such relocation Lessor determines (in Lessor's sole
          discretion) that the relocated store is appropriate for a Station,
          then Lessor will issue to Lessee an Exhibit A for a proposed Premises
          at the relocated store.

          c.        If Lessor relocates or closes (without relocating) a Store
          at which a Station is then operating, Lessor may at any time
          thereafter notify Lessee of Lessor's request that Lessee close the
          Station, in which event Lessee shall, within sixty (60) days after
          such notice, cease business at such Station, remove therefrom Lessee's
          Work in accordance with Article 18.3 and surrender the Premises to
          Lessor, whereupon this Agreement shall terminate as to such Premises.
          If Lessor makes such a request within the first five (5) years of the
          term of this Agreement as to a Premises and Lessor has not offered to
          Lessee a proposed Premises at a relocated store, then in such event
          Lessor shall pay to Lessee the Unamoritized Station Costs in
          connection with such Premises.

          d.        If Lessee is offered the right to relocate a Station along
          with the relocation of a Store but elects not to relocate the station,
          Lessee may remain at the closed Store location unless requested by
          Lessor to close the Station, in which event Lessee shall, within sixty
          (60) days after such notice, cease business at such Station, remove
          therefrom Lessee's Work in accordance with Article 18.3 and surrender
          the Premises to Lessor, whereupon this Agreement shall terminate as to
          such Premises.

                                   ARTICLE 22.
                              RIGHT OF TERMINATION

22.1      Lessee's Default.

          a.        Any one or more of the following events shall be an "Event
                    of Default" under this Agreement:

                    i.        Lessee shall vacate or abandon a Premises;

                    ii..      This agreement shall be transferred to any other
                    person or party except in the manner herein provided;

                    iii.      This Agreement or a Premises or any part thereof
                    shall be taken upon execution or by other process of law
                    directed against Lessee, or shall be taken upon or subject
                    to any attachment at the instance of any judgment creditor
                    against Lessee, and said taking or attachment shall not be
                    discharged or disposed of within fifteen (15) days after the
                    levy thereof;


                                   EX. 10.3-20

<PAGE>

                    iv.       Lessee shall file a petition in bankruptcy or
                    insolvency or for reorganization or arrangement under the
                    bankruptcy laws of the United States or under any insolvency
                    act of any state, or shall voluntarily take advantage of any
                    such law or act by answer or otherwise, or shall be
                    dissolved or shall make an assignment for the benefit of
                    creditors;

                    v.        Involuntary proceedings under any such bankruptcy
                    law or insolvency act or for the dissolution of Lessee shall
                    be instituted against lessee, or a receiver or trustee shall
                    be appointed of all or substantially all of the property of
                    Lessee, and such proceeding shall not be dismissed or such
                    receivership or trusteeship vacated within sixty (60) days
                    after such institution or appointment;

                    vi.       Lessee shall generally fail to pay its debts as
                    they become due;

                    vii.      Lessee shall fail in any material way to perform
                    any of the other agreements, terms, covenants, or conditions
                    hereof on Lessee's part to be performed, including
                    maintenance of insurance as required by Article 13, and such
                    non-performance shall continue for a period of thirty (30)
                    days after written notice thereof is given by Lessor to
                    Lessee, or if such performance cannot be reasonably had
                    within such thirty (30) day period. Lessee shall not in
                    good faith have commenced such performance within such
                    thirty (30) day period and shall not diligently proceed
                    therewith to completion

          b.        Upon the occurrence of an Event of Default, Lessor shall
          have the right to either(i.) give Lessee written notice of intention
          to terminate this Agreement, either in its entirety as to all Premises
          or only as to such Premises to which the Event of Default pertains, on
          the date of such notice or on any later date specified therein, and on
          the date specified in such notice Lessee's right to possession of the
          Premises shall cease and this Agreement shall be terminated, or (ii)
          exercise "self-help" and correct all or part of such failure, in which
          event Lessee shall, immediately upon demand, reimburse Lessor one
          hundred ten percent (110%) of the out-of-pocket cost to Lessor of
          performing such self-help. The remedies of Lessor described in this
          Article 22 shall be in addition to any other remedies of Lessor
          available under applicable law or equity in the event of the
          occurrence of an Event of Default by Lessee.

22.2      Performance Failure.

          a.        If Lessee shall fail to pay the rent or any other monetary
          sums required to be paid hereunder on or before the date such sums are
          due and shall fail to cure the same within five (5) business days
          after receipt of written notice from Lessor of such failure to pay
          interest shall accrue pursuant to Article 7.4; provided, however, if
          such failure to pay exceeds ten (10) days twice within any twelve (12)
          consecutive months period, thereafter, Lessee shall be required to pay
          a 15% penalty on any delinquent amounts in addition to any interest
          accrued pursuant to Article 7.4.

          b.        If Lessee shall fail to pay the rent or any other monetary
          sums required to be paid hereunder within ninety (90) days after
          receipt of written notice from Lessor of such failure to pay, Lessor
          may terminate this agreement.

          c.        Except in the event of Force Majeure (as defined in Article
          23.2), commencing on the Rent Accrual Date Lessee shall keep the
          Station open for business for at least ninety percent (90%) of the
          hours


                                   EX. 10.3-21

<PAGE>

          of operation required by Article 6.1 in each calendar month, and if it
          fails to do so, Lessor may, at its sole option, require Lessee to pay
          an amount equal to (1) the highest rent paid for any month since the
          opening of the Station, or (2) the average monthly rent for all
          stations that have been open for at least six months, whichever is
          greater.

                                   ARTICLE 23.
                            MISCELLANEOUS PROVISIONS

23.1      Covenant of Quiet Enjoyment.

          Lessee, subject to the terms and provisions of this Agreement
          concerning payment of the rent and observing, keeping and performing
          all of the terms and provisions of this Agreement on its part to be
          observed, kept and performed, shall lawfully, peaceably and quietly
          have, occupy and enjoy the demised Premises during the Lease Term
          without hindrance or ejection by Lessor or any persons claiming under
          Lessor.

23.2      Force Majeure.

          Any delay in or failure of performance by either party under this
          Agreement, except in respect to the obligation to make payment, shall
          not constitute default if and to the extent such delay or failure is
          occasioned by any cause reasonably beyond the control of the party
          affected ("Force Majeure"). Force Majeure occurrences include but are
          not limited to: acts of God or the public enemy, sabotage, war,
          mobilization, revolution, civil commotion, riots, strikes, lockouts,
          fires, accidents or breakdowns of equipment, floods, hurricanes or
          other actions of the elements, restrictions or restraints imposed by
          law, rule or regulation or other action or failure to act of
          governmental authorities, including failure to issue necessary permits
          or licenses. In any such event, the party claiming Force Majeure shall
          notify the other party in writing and, if possible, of the extent and
          duration thereof and shall exercise due diligence to prevent,
          eliminate or overcome such cause where it is possible to do so and
          shall resume performance at the earliest possible date.
          Notwithstanding the foregoing, the party which has received a notice
          of Force Majeure hereunder shall have the right to delay or suspend
          its performance hereunder during the period of Force Majeure.

23.3      Provisions Binding.

          Except as herein otherwise expressly provided, the terms hereof shall
          be binding upon and shall inure to the benefit of the successors and
          assigns, respectively, of Lessor and Lessee. Each term and each
          provision of this Agreement to be performed by Lessee shall be
          construed to be both a covenant and a condition and shall run with the
          land to the fullest extent permitted by law.

23.4      Notice of Default.

          In the event of any alleged default on the part of Lessor hereunder,
          Lessee shallgive written notice to Lessor in the manner herein set
          forth and Lessor shall have a period of thirty (30) days in which to
          cure any such default or, if such default cannot be reasonably cured
          within such thirty (30) day period, in which to in good faith commence
          such cure and thereafter diligently proceed therewith to completion.
          In no event shall Lessor be responsible for any indirect or
          consequential damages incurred by Lessee including but not limited to
          lost profits or interruption of business as a result of any alleged
          default by Lessor hereunder.

23.5      Short Form Lease.


                                   EX. 10.3-22

<PAGE>

          At the request of either party, the parties will execute an
          appropriate short form of this Agreement for purposes of recording
          with respect to the Premises.

23.6      Rules and Regulations.

          Lessee shall comply with all reasonable rules and regulations which
          may be adopted from time to time by Lessor, and Lessee, Lessee's
          employees and agents, or any others permitted by Lessee to occupy or
          enter the Premises, shall at all times abide by said rules and
          regulations. Lessor may amend, modify, delete, or add new and
          additional rules and regulations upon notice to Lessee from Lessor
          thereof. In the event of any material breach of any rules and
          regulations so established, or any amendments, modifications, or
          additions thereto, Lessor shall have all remedies in this Agreement
          provided for in the event of default by Lessee.

23.7      Independent Tenant Status.

          a.        It is expressly understood and agreed that the relationship
          created hereunder is that of a tenant and no other. Neither party
          shall have any control or right to exercise any control whatsoever
          over the employees of the other party in their performance of this
          Agreement, and neither party shall have the right nor shall it attempt
          to exercise the right to establish the rate of pay, benefits, hours of
          work or other terms or conditions of employment of the employees of
          the other party. Neither party shall select, supervise, direct or in
          any other way control or seek to control the employees of the other
          party. Each party agrees to and warrants that it will comply with all
          applicable federal, state, local and other laws and regulations
          relating to wages, the payment of wages, the withholding of sums from
          wages for taxes and otherwise, and that it will promptly remit to the
          appropriate recipients all moneys withheld from the pay of employees
          and all moneys due from it as an employer related in any way to the
          employment of its employees. Each party further agrees to and warrants
          that it will comply with all applicable federal, state, local and
          other laws and regulations relating in any way to employment,
          including but not limited to those relating to discrimination,
          veteran's rights, the hiring of the disabled and worker's
          compensation.

          b.        Each party agrees to defend, indemnify and hold harmless the
          other party, its directors, officers, employees and agents, from and
          against any and ail damages which may be suffered, incurred or
          asserted in connection with, arising out of or in any way related to
          any claims asserted against the other party, its directors, officers,
          employees or agents, by or on behalf of any employee of the party or
          of any supplier of goods or services to the party, under the workers'
          compensation act or similar law applicable to the work performed
          pursuant to this Agreement.

          c.        Notwithstanding the foregoing, each party recognizes that
          its agents and employees at the Store and Premises frequently will
          deal with persons who arc or may be customers of the other party.

23.8      Governing Law; Jurisdiction; Venue.

          This Agreement shall be governed by and construed in accordance with
          the laws of the State of Arkansas (without regard to Arkansas' law
          respecting conflicts of laws), except to the limited extent, if any,
          that the laws of the state in which a Premises is located must govern
          the creation and effect of interests such as the interest of Lessee in
          such Premises. The parties mutually consent and submit to the
          jurisdiction of the federal or state courts for Benton County,
          Arkansas, and agree that any action, suit or proceeding concerning
          this Agreement shall be brought only in such courts. The parties
          mutually acknowledge and agree that they will not raise, in connection
          with any such suit, action or proceeding brought in any federal




                                   EX. 10.3-23

<PAGE>

          or state court for Benton County, Arkansas, any defense or objection
          based upon lack of personal jurisdiction, improper venue, inconvenient
          form or the like. Notwithstanding the foregoing, if subject matter
          jurisdiction for any action exists only in the court(s) where a
          Premises is located, then the parties agree that such action may be
          maintained in such court(s).

23.9      Notices, Consents, Approvals.

          Any notice, consent or approval required, permitted or given in
          connection with this Agreement shall be in writing and shall be deemed
          given on the day delivered in person or by courier, or on the third
          business day after mailed, postage prepaid, by certified mail, return
          receipt requested, if delivered to or addressed as follow:

                If to Lessor:      Wal-Mart Stores, Inc.
                                   Attn: Vice-President, Wal-Mart Realty
                                   2001 Southeast 10th Street
                                   Bentonville, Arkansas 72712-6489

                With a copy to:    Wal-Mart Stores, Inc.
                                   Attn: Wal-Mart Realty - Special Projects
                                   2001 Southeast l0th Street
                                   Bentonville, Arkansas 72712-6489

                If to Lessee:      Murphy Oil USA: INC.
                                   Attn: Vice President, Marketing
                                   200 Peach St.
                                   El Dorado, AR 71730

                With a copy to:    Murphy Oil USA, INC.
                                   Attn: Retail Marketing Manager
                                   200 Peach St.
                                   El Dorado, AR 71730

Or to such other person or address of which notice hereafter may be given.

23.10     No Waiver.

          No delay or omission to exercise any right or power accuring upon any
          default, omission or failure of performance under this Agreement shall
          impair any such right or power or shall be construed to be a waiver
          thereof, but any such right or power may be exercised from time to
          time and as often as may be deemed expedient. In the event any
          provision contained in this Agreement should be breached by one party
          and thereafter duly waived by the other party, such waiver must be in
          writing signed by the waiving party, shall be limited to the
          particular breach so waived and shall not be deemed to waive any other
          breach under this Agreement nor the same breach on any other occasion.

23.11     Severability.

          The invalidity or unenforceability of any one or more provisions of
          this Agreement shall not affect the validity or enforceability of the
          remaining portions of this Agreement or any part hereof.


                                   EX. 10.3-24

<PAGE>

23.12     Headings.

          The headings appearing in this Agreement are not intended in any
          manner to define, limit or describe the scope of any such Article or
          article and are inserted solely as a matter of convenience.

23.13     Entire Agreement.

          This Agreement and all Exhibits hereto constitute the entire agreement
          between the parties and no subsequent change shall be binding unless
          reduced to writing and signed by the parties hereto.

                                   ARTICLE 24.
                                 CONFIDENTIALITY

24.1      Confidentiality.

          Each party recognizes that it may come into possession of information
          relating to the business of the other party which is not generally
          known in the industry, which reasonably or logically may be considered
          to be confidential or proprietary and which might reasonably be
          expected to do harm to the other party if divulged ("Confidential
          Information"). Each party agrees, during the term of this Agreement
          and for a period of two (2) years after termination of this Agreement
          in its entirety, not to disclose any Confidential Information in whole
          or in part, to any third persons whatever, nor even to any of its own
          employees except those having a "need to know" and otherwise to
          protect the confidentiality of such Confidential Information
          reasonably and with the same degree of care as it protects its own
          Confidential Information. Confidential Information of a party shall no
          longer be subject to the foregoing restrictions if it is or becomes
          available to the public through no fault of the other party, its
          directors, officers, employees, agents, attorneys, accountants or
          representatives, or if it is otherwise known to the other party as
          shown by written records of the other party at the time of disclosure
          of the Confidential Information.

                                   ARTICLE 25
                          RIGHT TO PURCHASE STATION(S)

25.1      Lessor's Right of First Refusal to Purchase Station.

          Lessee may not sell or offer for sale all or any portion of a Station
          without first offering in writing to sell all or such portion of such
          Station to Lessor upon the same terms and conditions. Lessor may
          accept such offer by giving notice of such acceptance to Lessee within
          thirty (30) days after the giving by Lessee to Lessor of notice of
          such offer. If Lessor does not so accept such offer, Lessee may offer
          or sell such Station or portion thereof upon such terms and
          conditions. If Lessee does not close such a sale to a third party
          within six (6) months after expiration of Lessee's 30-day period of
          acceptance, Lessee may not thereafter sell or offer to sell all or any
          portion of such Station without first offering the same to Lessor in
          accordance with the provisions of this Article.

25.2      Lessor's Right to Purchase in the Event of Acquisition.

          In the event that Lessee or Lessee's parent company, Murphy Oil
          Corporation, shall be acquired or be a party to any merger or
          consolidation which results in a material change with respect to the
          management direction of the Stations. Lessor shall have the option to
          purchase Lessee's Stations at fair market value.



                                   EX. 10.3-25

<PAGE>

                                   ARTICLE 26
                            CROSS PROMOTION GIFT CARD

                                   [Deleted]


                                   EX. 10.3-26













































<PAGE>

          Use of the Gift Card for the purchase of gasoline at Lessee's Stations
          is subject to immediate termination at any time at the sole discretion
          of Lessor without notice to Lessee and without consent of Lessee.

                                   ARTICLE 27.
                                 PRESS RELEASES

27.1      Press Release.

          No press releases or other public announcements shall be made by
          either party at any time regarding the subject of this Agreement,
          except as are mutually agreed upon by the parties.

                                   ARTICLE 28
                              TERMINATION AGREEMENT

28.1.     Termination of July 31, 1996 Agreement.

          a.        Lessor and Lessee entered into a "Convenience Store, Car
          Wash and Motor Vehicle Fueling Station Master Ground Lease Agreement"
          dated as of July 31, 1996 and amended July 2, 1998 (the "1996
          Agreement"). Lessor and Lessee agree that the Stations subject to the
          1996 Agreement will from this date forward be included as part of this
          Agreement. Stations open to the public as of September 30, 1998, that
          were subject to the 1996 Agreement are identified in Exhibit F of this
          Agreement and shall have a lease term as stated in Article 4.2. of
          this Agreement.

          b.        Lessor and Lessee hereby mutually rescind and terminate the
          1996 Agreement and agree that the 1996 Agreement shall hereafter be of
          no further force or effect. Notwithstanding the foregoing, Lessor and
          Lessee agree and acknowledge that any and all rights, obligations and
          liabilities of whatever kind or nature, which vested, arose or accrued
          under the 1996 Agreement prior to the date of this Agreement, shall
          and do survive this rescission and termination of the 1996 Agreement.

Executed as of the day and year first above written.

                               MURPHY OIL USA, INC.

                               By:     /s/
                                       ------------------------------

                               Title:  Vice President, Marketing
                                       ------------------------------

                               Date.   November 5, 1998
                                       ------------------------------

                               WAL-MART STORES, INC.

                               By:     /s/
                                       ------------------------------

                               Title:  Executive Vice President WSI
                                       ------------------------------

                                   EX. 10.3-27

<PAGE>

                             Date: November 12, 1998





                                   EX. 10.3-28

<PAGE>

                                    EXHIBIT A

                                LISTING OF STORES
                     SITE PLANS and DESCRIPTION OF LOCATIONS




                                   EX. 10.3-29

<PAGE>

                                    EXHIBIT B

                       STORES ACCEPTED / REMOVED BY LESSEE



                                   EX. 10.3-30

<PAGE>


                                   EX. 10.3-31

<PAGE>

                                    EXHIBIT C

                                    ADDENDUM



                                   EX. 10.3-32

<PAGE>

                                    EXHIBIT D

                               STANDARD SITE PLANS



                                   EX. 10.3-33

<PAGE>

                                    EXHIBIT E

                                RENT SCHEDULE "A"



                                   EX. 10.3-34

<PAGE>

                                    EXHIBIT E
                              (Page a of two pages)

                                RENT SCHEDULE "B"



                                   EX. 10.3-35

<PAGE>

                                    EXHIBIT E
                              (Page b of two pages)

                                RENT SCHEDULE "B"



                                   EX. 10.3-36

<PAGE>

                                    EXHIBIT F
                      STATIONS FROM JULY 31,1996 AGREEMENT

                                    [Deleted]

                                   EX. 10.3-37

<PAGE>

                                 FIRST AMENDMENT
                                       To
                MOTOR VEHICLE FUELING STATION MASTER GROUND LEASE
                                    AGREEMENT

     THIS FIRST AMENDMENT is made this 16th day of Sept. 1999 by and between
WAL-MART STORES, INC., a. Delaware corporation, with offices at 702 S.W. 8th
Street, Bentonville, Arkansas 72716 ("Lessor") and MURPHY OIL USA, INC., a
Delaware corporation, with offices at 200 Peach Street, El Dorado, Arkansas
71731 ("Lessee").

                                   WTTNESSETH:

     WHEREAS, Lessor said Lessee have entered into a Motor Vehicle Fueling
Station Master Ground Lease Agreement dated the 12th day of November 1998,
("Lease Agreement").

     WHEREAS, Lessor and Lessee are now desirous of making certain amendments,
changes and alterations to said Lease Agreement to reflect accurately their
intents and wishes.

     NOW, THEREFORE, that for One Dollar ($1.00) and other good and valuable
considerations, the sufficiency of which is hereby acknowledged, Lessor and
Lessee agree the Lease Agreement shall be amended as follows:

     1.   Article 9 - Maintenance, Repairs and Cleanliness of the Lease
          Agreement is amended by adding the following:

          "9.2 Remodel - Lessee agrees to remodel their facility at the same
          time Wal-Mart remodels their store, unless it is agreed by both Lessor
          and Lessee that a. remodel is not necessary at the time and/or
          Lessee's facility is less than three (3) years old.

          Remodel is defined, but is not confined, as:
               1. Repainting of all exterior and interior walls and canopies.
               2. Remodeling restrooms to ensure compliance with Federal ADA
                  guide lines.
               3. Replacement of all exterior doors and/or repairs to existing
                  doors and frames.
               4. Replace floor tile as needed.
               5. Replace ceiling tile as needed.
               6. Replace and/or repair canopy and interior lighting as needed.
               7. Restriping of parking lot.
               8. Replacement of Disabled Parking signs.
               9. Renewal or rejuvenation of landscape area."



                                   EX. 10.3-38

<PAGE>

     2.   Exhibit E - Rent Schedule "A" and Rent Schedule "B" of the Lease is
          amended by adding the following:

          "Minimum Monthly Rent

          III Outlot
              Monthly rent on an Outlot is set by the Lessor's Realty Committee
              on a site by site basis prior to offering to Lessee. Lessee's
              acceptance of sites (Exhibit B ) signifies their acceptance of the
              minimum monthly rent due on the outlot."

     3.   Article 7 --Rent of the Lease Agreement is amended by deleting the
          first sentence of Section 7.4 and replacing with the following:

          "7.4 Payments - Payments of Rent shall be made via wire transfer, or
          other method, as directed by Lessor and shall be made for each
          calendar month not later than the fifteenth (15) day of the calendar
          month following the month for which the rent is calculated."

     Except as hereby modified and amended, all other terms, convenants, and
conditions of said Lease dated November 12, 1998 shall continue and remain
without change.

     IN WITNESS WHEREOF, the respective parties hereto have caused this
instrument to be executed as of the date herein written above.

WAL-MART STORES, INC                         MURPHY OIL USA, INC.

By:   /s/                                    By:    /s/
     ---------------------                          ---------------------

Its:  Director/Wal-Mart Realty/              Its:   Senior Vice President
      Special Projects                              Marketing
     ---------------------                          ---------------------

Attest: /s/                                  Attest: /s/
     ---------------------                          ---------------------

Date:   September 16, 1999                    Date:  September 3, 1999



                                   EX. 10.3-39

<PAGE>

                                SECOND AMENDMENT
                                       to
           MOTOR VEHICLE FUELING STATION MASTER GROUND LEASE AGREEMENT

This Amendment (the "Amendment"), dated as of the 15th day of August 2001, and
effective on June 1, 2001, is by and between Murphy Oil USA, Inc., a Delaware
corporation, with offices at 200 Peach Street, El Dorado, Arkansas 71730
("Murphy") and Wal-Mart Stores, Inc., a Delaware corporation, with offices at
702 S. W. 8th Street, Bentonville, Arkansas, 72716 ("Wal-Mart").

                                    RECITALS

A.        Murphy is a petroleum products refiner and marketer who owns retail
          gasoline stations located on leased parcels of land either owned or
          leased by Wal-Mart or one of its wholly- owned subsidiaries, pursuant
          to a Motor Vehicle Fueling Station Master Ground Lease Agreement dated
          November 12, 1998 ("Master Ground Lease").

B.        Wal-Mart, directly or through one of its wholly-owned subsidiaries,
          owns and operates retail stores under the name "Wal-Mart" and
          "Wal-Mart Supercenter" throughout the United States. These stores are
          located on parcels of land either owned, leased or subleased by
          Wal-Mart or one of its wholly-owned subsidiaries. References to
          "Wal-Mart" in this Amendment shall include such of Wal-Mart's
          wholly-owned subsidiaries, as may be relevant to the context in which
          the reference appears.

C.        Recognizing the mutual benefits of a cooperative effort to continue
          developing the Premises and adjacent areas, Murphy and Wal-Mart agree
          that for the consideration herein described, as well as other good and
          valuable consideration, the receipt of which is hereby acknowledged,
          the parties agree to the following terms concerning the installation
          and operation of ATM's on or adjacent to the Premises.

Therefore, in consideration of the mutual covenants and agreements contained
herein, Murphy and Wal-Mart hereby agree to amend the Master Ground Lease by
adding the following;

                                   DEFINITIONS

For purposes of this Amendment, the following terms shall be defined as follows:

"ATM Property" shall mean such areas leased or subleased by Murphy which are
designated for the location of an ATM. Such area will include the ATM as well as
the entire concrete pad area surrounding the ATM.

All other capitalized terms shall have the same meaning as set forth in the
Master Ground Lease.


                                   EX. 10.3-40

<PAGE>

                                   ARTICLE 1.
                                 SITE SELECTION

1.1       Site Selection.

          Wal-Mart will notify Murphy in writing of each proposed ATM location
that is either on or within a fifty foot radius of the Premises. Only when the
proposed ATM. location is on the Premises shall such notification be in the form
of final, specific and detailed plans and specifications for the construction
and/ or installation of the ATM. Within thirty (30) days of being notified of a
proposed location on the Premises, Murphy will accept the location provided that
in Murphy's reasonable judgment such location does not interfere with the
Station's traffic flow or other Station operations. If Murphy does not accept
the location on the Premises, the parties may enter into reasonable discussions
in order to reach agreement on the location of the ATM on the Premises. If after
reasonable discussions, Wal-Mart and Murphy can not agree on the location of the
ATM on the Premises, then neither party will have the right to place an ATM on
the Premises. Alternatively, Wal-Mart may choose a new location on its property,
that is not part of the Premises, for the placement of the ATM.

                                   ARTICLE 2.
                 ATM CONSTRUCTION, INSTALLATION AND MODIFICATION

2.1       ATM Construction and/ or Installation

          a.        Wal-Mart, agrees that each ATM shall be properly permitted
               by the ATM provider and that construction and/or installation
               shall be pursued in a diligent manner so as not to unreasonably
               disrupt Murphy's business,

          b.        If Wal-Mart is unable to negotiate the payment of all ATM
               construction and installation costs by the ATM Provider, Murphy
               agrees to share equally with Wal-Mart in the construction and/ or
               installation cost of each ATM to be placed at an existing
               Station, up to a maximum amount of $2,500.00 per site ($1,250.00
               net to Murphy), the balance of which is expected to be paid for
               by the ATM Provider.

          c.        Murphy will not pay any costs associated with the
               construction and/ or installation of an ATM at a new Station, as
               it is expected that-the ATM Provider will pay such costs.
               However, Murphy shall, during the construction of any new
               Station, perform all necessary site work for the ATM Property,
               including but not limited to, installing a line of conduit
               capable of supporting electrical service and other necessary
               cables, to the ATM. Property at the location shown on the final
               construction plans for the ATM, which is formally agreed to by
               both parties upon receipt of the construction start letter by
               Murphy. Wal-Mart shall use commercially reasonable efforts to
               cause the ATM provider to pay for these costs. If Wal-Mart-is
               unable to negotiate the payment of all ATM construction and
               installation costs by the ATM Provider, Murphy agrees to share
               equally with Wal-Mart in the



                                   EX. 10.3-41

<PAGE>

               construction and/or installation cost of each ATM to be placed at
               an existing Station, up to a maximum amount of $2,500.00 per site
               ($l,250.00 net to Murphy), the balance of which is expected to be
               paid for by the ATM Provider.

          d.        The ATM provider shall ensure payment of any and all
               utilities used upon the ATM Property from and after the date
               construction and/or installation of the ATM is completed. Murphy
               agrees that to the extent it is necessary for any utility
               connections to be located at the Station building, that such
               connections may be placed, at Murphy's reasonable discretion, in
               locations which do not interfere with Murphy's operations
               therein. The ATM provider shall be solely responsible for the
               cost of installing such connections, but Murphy agrees not to
               charge the ATM provider or Wal-Mart any fees for the location of
               such connections.

          e.        Wal-Mart shall indemnify and hold Murphy harmless against
               any loss, liability claim, damage, cost or expense arising out of
               or resulting from the construction, installation, or operation of
               the ATM's, or any activity that occurs on any ATM Property,
               except for any loss resulting from the negligence or intentional
               act of Murphy its employees, agents, or contractors.

          f.        At no time during the term or any extension of the Master
               Ground Lease for each Premises shall Murphy allow any lien to be
               attached to the ATM Property. In the event Murphy allows a lien
               to be imposed on the ATM Property it shall be considered an Event
               of Default for the purposes of this Amendment.

2.2       Modifications


          If Wal-Mart, its agent, licensee, tenant or subtenant, wishes to make
 any material modifications to any ATM located on the Premises, Wal-Mart shall
 notify Murphy in writing of such material modifications, and obtain Murphy's
 approval of such material modifications, such approval shall not be
 unreasonably withheld or delayed. Routine equipment replacement, repair and
 maintenance shall not be considered a material modification. Murphy shall not
 be responsible for any costs or expense of such material modifications or any
 other modifications.

                                   ARTICLE 3.
                                WAIVER OF RIGHTS

3.1       Waiver of Rights

          Murphy hereby waives its rights pursuant to Article 3.2(a)(iv) of the
Master Ground Lease to request Wal-Mart's approval to install ATM's on the
Premises and such provision is hereby deleted. Wal-Mart shall have all such
rights pursuant to the terms of this Amendment to construct and install ATM's on
the Premises or assign such rights to an ATM provider.

                                   EX. 10.3-42

<PAGE>

                                   ARTICLE 4.
               RENT REDUCTION, PROFIT SHARING AND MONTHLY REPORTS

4.1       Rent Reduction

          [Deleted]

4.2       Profit Sharing

          [Deleted]

4.3       Monthly Reports

          Not later than the fifteenth (15) day after Wal-Mart receives a.
monthly income report from the ATM provider, Wal-Mart agrees to furnish Murphy a
monthly report reflecting all income derived from the ATMs as referenced in
Article 3. Murphy shall have the right to audit or cause to be audited such
report at Murphy's expense within one (1) year after the end of the month which
is the subject of the audit. If possible, all reports are to be sent to Murphy
electronically. In the event that an electronic report cannot be generated,
Wal-Mart agrees to send the reports to;

                         Murphy Oil USA, Inc.
                         Attn: Senior Vice President, Marketing
                         200 Peach Street, P.O. Box 7000
                         El Dorado, Arkansas 71730

                                   EX. 10.3-43

<PAGE>

4.4       Documentation

               Upon request, Wal-Mart agrees to furnish to Murphy, from time to
          time, such information and backup documentation as may be reasonably
          requested by Murphy relating to the determination of Profit Sharing
          payments. Murphy shall reimburse Wal-Mart any cost associated with the
          production of such information and backup documentation.

                                   ARTICLE 5.
                               INGRESS AND EGRESS

5.1       Ingress and Egress

               Murphy and Wal-Mart shall at all times allow the other party,
          it's agents, suppliers and employees and its customers the right of
          ingress and egress to the ATM sufficient to conduct and encourage
          business. When the ATM is located on or within a fifty-foot radius of
          the Premises, Wal-Mart and Murphy shall use best efforts to route all
          traffic in a manner so as to minimize interference with Murphy and
          Wal-Mart's business.

                                   ARTICLE 6.
                      MAINTENANCE, REPAIRS, AND CLEANLINESS

6.1       By Wal-Mart

          a.        Wal-Mart, its agent, licensee, tenant or subtenant, shall be
               responsible, at its cost and expense, for all repairs,
               maintenance and replacements for the ATM and the ATM Property,
               including but not limited to, the mechanical and electrical
               equipment and systems which comprise the ATM, and all other
               fixtures, appliances and facilities furnished or installed on the
               ATM Property by Wal-Mart, its agent, licensee, tenant or
               subtenant.

          b.        The ATM Property shall be kept in clean condition and
               appearance by Wal-Mart, its agent, licensee, tenant or
               subtenant, and shall be properly operating twenty-four (24) hours
               per day. (Subject to reasonable time for maintenance and
               repairs.)

                                   ARTICLE 7.
                               LIABILITY INSURANCE

7.1       Liability Insurance

          Wal-Mart agrees to obtain or cause the ATM provider to obtain and keep
in force and effect at all times commercial general liability insurance with
respect to the ATM and ATM

                                   EX. 10.3-44

<PAGE>

Property, with minimum limits of liability of two million dollars ($2,000,000)
combined coverage per occurrence. Such insurance will name Murphy, its
subsidiaries and affiliates, as additional insureds and will contain a provision
that it is cancelable only upon not less than (30) days' notice in writing to
Murphy. Upon request, Wal-Mart or the ATM provider agrees to provide Murphy
copies of the declaration page(s) of the policy(ies) reflecting all of the
foregoing. Wal-Mart or the ATM provider may self-insure the above coverage so
long as Wal-Mart or the ATM provider maintains a net worth of        or more. If
requested, Wal-Mart will provide or cause the ATM provider to provide evidence
of such insurance to Murphy within thirty (30) days after said request.

                                   ARTICLE 8.
                                  MISCELLANEOUS

8.1       Non-Fuel Rent

          Murphy and Wal-Mart agree that any and all payments made by Wal-Mart
to Murphy pursuant to this agreement shall not be considered "non-fuel sales and
revenues" as referenced in Exhibit E of the Master Ground Lease. Therefore,
Murphy does not owe Non-Fuel Rent of 3% on such ATM revenues.

                                   ARTICLE 9.
                                INDEMNIFICATION

9.1       Indemnification of Murphy.

          Wal-Mart shall indemnify Murphy, its directors, officers, agents,
employees and owners to the extent of their interest in the Premises, and save
them harmless from and against any and all losses, claims, actions, damages,
liability, and expense, including, without limitation, reasonable attorneys'
fees in connection with loss of life, personal injury, or damage to property
arising from or out of any occurrence in, upon, or at the ATM Property, or the
occupancy or use by Wal-Mart of the ATM Property or any part thereof, or
occasioned wholly or in part by any act or omission of Wal-Mart, its agents,
employees or contractors, except to the extent caused by the negligence of
Murphy, its agents, employees or contractors.

                                   ARTICLE 10.
                                   ASSIGNMENT

10.1      By Wal-Mart

          Wal-Mart may assign its rights or obligations under this Agreement to
an affiliate or subsidiary without notice to Murphy. Any other assignment by
Wal-Mart requires that thirty (30)

                                   EX. 10.3-45

<PAGE>

days written notice be provided to Murphy. Wal-Mart agrees to remain liable for
the obligations in Sections 4.1 and 4.2 regardless of any subsequent assignment.

                                   ARTICLE 11.
                                     DEFAULT

11.1      Default

          If either party under this Amendment defaults or fails to perform its
obligations herein, the non-defaulting party may give written notice to the
defaulting party, and if such default is not cured within thirty (30) days of
such written notice, either party may pursue all remedies available to it under
applicable law or equity.

                                   ARTICLE 12.
                                      TAXES

12.1      Taxes

          Both parties agree that Wal-Mart, its agent, licensee, tenant or
 subtenant shall make every effort to cause the ATM Property to be separately
 assessed for real property tax purposes. Wal-Mart, its agent, licensee, tenant
 or subtenant shall be responsible for the timely payment of all general and
 special real property taxes and assessments and all other government charges
 levied, assessed or imposed with respect to the ATM Property and all
 improvements constructed thereon and all assessments for local improvements, if
 any, attributable to the ATM Property. If the ATM Property cannot be separately
 assessed for real property tax purposes, Wal-Mart, its agent, licensee, tenant
 or subtenant shall pay that amount by which such real property taxes have
 increased by reason of improvements to the ATM Property. Wal-Mart, its agent,
 licensee, tenant or subtenant shall have the right to contest an assessment for
 and/or levy for any taxes which Wal-Mart, its agent, licensee, tenant or
 subtenant is obligated to pay under this article.

                                   ARTICLE 13.
                          MUTUAL WAIVER OF SUBROGATION

13.1      Mutual Waiver Of Subrogation

          Wal-Mart and Murphy each hereby releases the other and its respective
employees, agents and every person claiming by, through or under either of them,
from any and all liability or responsibility (to them or anyone claiming by,
through or under them by way of subrogation or otherwise) for any loss or damage
to any property (real or personal) caused by fire or any other insured peril
covered by any insurance policies for the benefit of either party, even if such
loss or damage shall have been caused by the fault or negligence of the other
party, its employees or agents, or such other tenant or any employee or agent
thereof.

                                   EX. 10.3-46

<PAGE>

Executed as of the date and year first above written.

MURPHY OIL USA, INC.                         WAL-MART STORES, INC.

 By:   /s/                                   By:   /s/
      ------------------                           ------------------

 Title: SENIOR VICE-PRESIDENT, MARKETING     Title: Director, Wal-Mart Realty

                                   EX. 10.3-47

<PAGE>

                THIRD AMENDMENT TO MOTOR VEHICLE FUELING STATING
                          MASTER GROUND LEASE AGREEMENT

          THIS THIRD AMENDMENT TO MOTOR VEHICLE FUELING STATION MASTER GROUND
LEASE AGREEMENT is made this the 1st day of August, 2002, by and between
WAL-MART STORES, INC., a Delaware corporation of 702 S.W. 8th Street,
Bentonville, Arkansas 72716 with offices at 2001 S.E, 10th Street, Bentonville,
Arkansas 72716-0550 (Attn: Realty Management, No. 44-9384) (hereinafter referred
to as "Lessor"), and MURPHY OIL USA, INC., a Delaware corporation, with offices
at 200 Peach Street, El Dorado, Arkansas 71730 (hereinafter referred to as
"Lessee").

                                   WITNESSETH:

          WHEREAS, the Lessor and Lessee have entered into a Motor Vehicle
Fueling Station Master Ground Lease Agreement dated the 12th day of November,
1998, (hereinafter referred to as the "Master Ground Lease"), affecting certain
Stations on one or more of the Premises or Outlets owned, leased or subleased
by Lessor, as amended by that First Amendment to Motor Vehicle Fueling Station
Master Ground Lease Agreement dated September 16, 1999, and that Second
Amendment to Motor Vehicle Fueling Station Master Ground Lease Agreement dated
August 15, 2001.

          WHEREAS, Lessor and Lessee are now desirous of making certain
amendments, changes and alterations to said Master Ground Lease to accurately
reflect their intents and wishes.

          NOW, THEREFORE, in consideration for One Dollar ($1.00) and other good
and valuable considerations, including but not limited to the mutual covenants
and agreements contained herein, the sufficiency of which is hereby
acknowledged, with all capitalized terms having the same meaning as set forth in
the Master Ground Lease and any amendments thereto, Lessor and Lessee hereby
agree to amend Exhibit E of the Master Ground Lease as follows:

                                    EXHIBIT E
                             (Page a of two pages)
                                RENT SCHEDULE "B"

                                    [Deleted]

                                   EX. 10.3-48

<PAGE>

                                    EXHIBIT E
                             (Page b of two pages)
                                RENT SCHEDULE "B"


          IN WITNESS WHEREOF, the respective parties hereto have caused this
amendment to be executed as of the date and year herein written above.

                                           WAL-MART STORES, INC,
                                           a Delaware corporation.

                                           By:  /s/
                                                ---------------------------
                                           Title: Vice President Wal-Mart Realty

                                           MURPHY OIL USA, INC,
                                           a Delaware corporation.

                                           By:  /s/
                                                ---------------------------
                                           Title: Sr. Vice President, Marketing


                                  EX. 10.3-49

<PAGE>

STATE OF ARKANSAS

COUNTY OF BENTON

     I, as Notary Public in and for the County of Benton, State of Arkansas,
certify that Anthony Fuller personally known to me to be the Vice President of
W M Realty of WAL-MART STORES, INC., a Delaware corporation, came before me this
day and acknowledged that he, by authority duly given and as the act of the
corporation, signed the foregoing instrument in my presence.

     Witness my hand and official stamp or seal, on this the 11 day of
February, 2003.

                                             /s/
                                             ------------------------
                                             Notary Public

My Commission Expires:                       [SEAL]

STATE OF ARKANSAS

COUNTY OF UNION

     I, as Notary Public in and for the County of Union, State of Arkansas,
certify that Charles Ganus personally known to me to be the Sr. V. Pres. Mkt. of
MURPHY OIL USA, INC., a Delaware corporation, personally appeared before me this
day and acknowledged that he, by authority duly given and as the act of the
corporation, signed the foregoing instrument in my presence.

     Witness my hand and official stamp or seal, on this the 27th day of
January, 2003.

                                             /s/
                                             ------------------------
                                             Notary Public

My Commission Expires:                       [SEAL]
7-6-09

                                  EX. 10.3-50