<PAGE>

                                                                    Exhibit 10.8

                                     Form of
                                     -------
                          Inter-Refinery Pipeline Lease
                          -----------------------------

<PAGE>


                                Table Of Contents
                                -----------------

1.     DESCRIPTION
2.     TERM
3.     RENT
4.     OPERATIONS AND MAINTENANCE
       4.1   Restricted Use
       4.2   Operations
       4.3   Maintenance
       4.4   Right of Way
       4.5   Taxes
       4.6   Relocations
       4.7   Non-Routine Maintenance Expense and Capital Budgets
       4.8   Measurement
       4.9   Expansion and Capital Projects
5.     INSURANCE
6.     COMPLIANCE WITH LAW
7.     OPERATING COMMITTEE
8.     NO WARRANTY, LIMITATION OF LIABILITY
9.     INDEMNIFICATION
10.    LIENS
11.    CONDEMNATION
12.    DEFAULT, TERMINATION, REMEDIES
13.    NOTICES
14.    MISCELLANEOUS PROVISIONS
       14.1  Governing Law
       14.2  Assignment
       14.3  Modifications
       14.4  Enforceability
       14.5  Captions
       14.6  Counterparts
       14.7  Waiver
       14.8  Quiet Enjoyment
       14.9  Dispute Resolution
15.    EXHIBIT A
16.    EXHIBIT B

<PAGE>

                                 PIPELINE LEASE

         This Lease, is made this _____ day of _________ 2002 by and between
Sunoco Pipeline L.P. whose address is 1801 Market Street, Philadelphia, PA 19103
("LESSOR"), and Sunoco, Inc.(R&M) whose address is 1801 Market Street,
Philadelphia, PA 19103 ("LESSEE")

         WHEREAS, LESSOR owns three (3) pipelines between LESSEE'S Philadelphia
and Marcus Hook Refineries as well as one (1) pipeline between LESSOR'S
Paulsboro, NJ Terminal and the Philadelphia International Airport, and

         WHEREAS, LESSEE desires to lease all of the aforementioned pipelines,
and

         WHEREAS, LESSOR is willing to grant this Lease to LESSEE under the
terms and conditions of this Lease,

         NOW, THEREFORE in consideration of the mutual promises and covenants
contained herein, LESSOR and LESSEE agree, with the intent to be legally bound,
to the following terms and conditions.

1.       DESCRIPTION
         -----------

         LESSOR hereby leases, lets and demises unto LESSEE the following
         assets: a) three (3) bi-directional 18 mile pipelines between LESSEE'S
         Philadelphia and Marcus Hook Refineries and b) one (1) pipeline between
         LESSOR'S Paulsboro, NJ Terminal (the "Paulsboro Terminal") and the
         Philadelphia International Airport, including the delivery facilities
         into the Paulsboro Terminal and the Philadelphia International Airport,
         all of which are more specifically described in Exhibit A, which is
         attached hereto and made a part hereof and which are hereinafter
         referred to collectively as the "Leased Assets".

2.       TERM
         ----
         The term of this Lease shall commence on the __ day of ____ 2002 and
         shall continue for a period of twenty (20) years thereafter.

3.       RENT
         ----

         During the first calendar year of the term, LESSEE agrees to pay LESSOR
         an initial annual rent of
         five-million-eighty-three-thousand-five-hundred dollars ($5,083,500.00)
         to lease the Leased Assets. LESSEE agrees to pay the annual rent on a
         monthly basis, making payments during the first calendar year of the
         term of this Lease of
         four-hundred-twenty-three-thousand-six-hundred-twenty-five dollars
         ($423,625.00) by electronic transfer to an account designated by LESSOR
         by the tenth of each calendar month. Effective January 1st for each
         succeeding calendar year of the term thereafter, the annual rent will
         be increased by 1.67% on a cumulative basis to be paid in equal
         monthly

                                        1

<PAGE>


         installments by electronic transfer to an account designated by LESSOR
         by the tenth of each calendar month. An illustration of depicting
         future lease payments is attached hereto as Exhibit B and made a part
         hereof.

4.       OPERATIONS AND MAINTENANCE
         --------------------------

         4.1      Restricted Use
                  --------------

                  The Leased Assets may only be used as a private pipeline
                  system for the sole transportation of jet fuel, liquefied
                  petroleum gases, gasoline, distillates, blending components,
                  and intermediate feed stocks. LESSEE is prohibited from making
                  any connections of the Leased Assets to any third-party
                  facilities. Any other use of the Leased Assets is strictly
                  prohibited without the prior express written permission of
                  LESSOR.

         4.2      Operations
                  ----------

                  Except with respect to the Paulsboro Terminal to Philadelphia
                  International Airport pipeline, LESSEE shall, at its sole cost
                  and expense, operate the Leased Assets in transportation
                  service. The Leased Assets shall be operated in a good and
                  workmanlike manner in accordance with usual and customary
                  industry practices and all applicable engineering and safety
                  requirements, and in compliance with all applicable laws,
                  rules and regulations, including, without limitation, the U.S.
                  Department of Transportation Pipeline Safety Regulations.
                  LESSOR shall assume no obligation whatsoever in connection
                  with the LESSEE'S operation of the Leased Assets. LESSOR shall
                  not be required to furnish workers, equipment, or materials in
                  connection with LESSEE'S use or operation of the Leased
                  Assets.

                  With respect to the Paulsboro Terminal to Philadelphia
                  International Airport pipeline, LESSOR shall, at its sole cost
                  and expense, operate this pipeline in transportation service
                  as directed by LESSEE. This pipeline shall be operated in a
                  good and workmanlike manner in accordance with the usual and
                  customary industry practices and all applicable engineering
                  and safety requirements, and in compliance with all applicable
                  laws, rules and regulations, including, without limitation,
                  the U.S. Department of Transportation Pipeline Safety
                  Regulations. LESSEE shall not be required to furnish workers,
                  equipment or materials in connection with LESSOR'S operation
                  of this pipeline as directed by LESSEE.

         4.3      Maintenance
                  -----------

                  LESSOR shall maintain the Leased Assets in accordance with the
                  usual and customary industry practices and all applicable
                  engineering and safety requirements and in compliance with all
                  applicable laws, rules and regulations,


                                       2

<PAGE>





                  including, without limitation, the U.S. Department of
                  Transportation Pipeline Safety Regulations. LESSOR shall, at
                  its sole cost and expense, perform the following routine
                  maintenance activities on the Leased Assets: line marking, DOT
                  valve and river crossing inspections, main line valve
                  maintenance, right of way surveillance and patrols, painting
                  above-ground facilities, one calls and cathodic protection.
                  LESSOR will also perform all other required maintenance on the
                  Leased Assets ("Non-Routine Maintenance") to include, without
                  limitation, smart pigging, hydrostatic testing, and pipeline
                  repairs, right-of-way clearing and mowing, leak response and
                  environmental cleanup. LESSEE shall reimburse LESSOR for all
                  of its actual costs associated with the performance of any
                  Non-Routine Maintenance activities within ten (10) days from
                  the date of LESSEE'S receipt of written request therefore from
                  LESSOR.

         4.4      Right of Way
                  ------------

                  LESSOR expressly reserves unto itself, its successors, and
                  assigns the rights-of-way, easements, licenses, and permits
                  through the lands where the Leased Assets are located; and
                  LESSOR shall have access to such rights-of-way or easements
                  for any purpose deemed necessary by LESSOR, in LESSOR'S sole
                  discretion, provided that such use by LESSOR does not
                  unreasonably interfere with LESSEE'S use of the Leased Assets.

         4.5      Taxes
                  -----

                  LESSOR shall be responsible for, and pay when due, all real
                  property taxes levied against the Leased Assets, as well as
                  all personal property taxes related thereto except as
                  otherwise provided herein.

                  LESSEE shall pay when due any present or future government
                  taxes, fees, duties, or assessments related to operation of
                  the Leased Assets. In the event any such taxes, fees, duties,
                  or assessments referenced herein are levied against LESSOR,
                  LESSEE will promptly reimburse LESSOR therefore within ten
                  (10) days of receipt of documentation evidencing payment
                  thereof by LESSOR.

         4.6      Relocations
                  -----------

                  In the event that LESSOR is required to relocate the Leased
                  Assets, LESSOR will provide LESSEE reasonable notice of such
                  requirement, and LESSEE shall reimburse LESSOR for all costs
                  associated with such relocation.

         4.7      Non-Routine Maintenance Expense and Capital Budgets
                  ---------------------------------------------------

                  In order to inform LESSEE as to LESSOR'S projected
                  expenditures for Non-Routine Maintenance activities and
                  capital expenditures contemplated for a


                                       3

<PAGE>





                  forthcoming calendar year, the parties agree as follows:

                           Not later than October 1, LESSOR shall prepare in
                           reasonably concise form and mail to LESSEE a
                           Non-Routine Maintenance Budget and a Capital Budget
                           for the Leased Assets for the next calendar year. The
                           Non-Routine Maintenance Budget shall identify planned
                           expenditures by major expense classifications and
                           shall itemize and justify all major Non-Routine
                           Maintenance projects which are estimated to cost more
                           than fifty thousand dollars ($50,000) each. The
                           Capital Budget shall itemize and justify all capital
                           projects which are estimated to cost more than fifty
                           thousand dollars ($50,000) each. LESSOR shall provide
                           budget updates to LESSEE on a periodic basis
                           throughout the year upon request.

         4.8      Measurement
                  -----------

                  LESSOR shall provide custody transfer metering at the
                  Philadelphia International Airport Delivery facility to enable
                  LESSEE to provide billing and accounting services to LESSEE'S
                  customers.

         4.9      Expansion and Capital Projects
                  ------------------------------

                  LESSOR shall perform all expansion and capital projects on
                  behalf of LESSEE relating to the Leased Assets, provided
                  LESSEE guarantees an acceptable return on Lessor's invested
                  capital.

5.       INSURANCE
         ---------

         LESSEE, and its authorized agents and contractors, shall furnish
         evidence that with respect to the use and operations or activities
         related to the Leased Assets, LESSEE, and its agents or contractor(s)
         carry insurance coverage or are self insured with the following kinds
         of coverage and minimum amounts:

         (a)      Workers' Compensation and Occupational Disease Insurance,
                  including Employer's Liability Insurance, complying with the
                  laws of the Commonwealth of Pennsylvania and the State of New
                  Jersey. Employer's Liability Insurance shall be provided with
                  a limit of not less than $1,000,000.00.

         (b)      Comprehensive General Liability Insurance, including
                  Contractual Liability, Products, Completed Operations
                  Liability, and Explosion/Fire Legal Liability, Collapse and
                  Underground Damage Liability, as well as coverage on all
                  LESSEE'S and its authorized agents and contractors' equipment
                  (other than motor vehicles licensed for highway use) owned,
                  hired, or used in performance with this Lease with limits not
                  less than: $5,000,000.00 Bodily Injury Property Damage
                  Combined each occurrence & aggregate.


                                       4

<PAGE>


         (c)      Automobile  Liability  Insurance  covering all motor vehicles
                  owned,  hired, or used in connection with this Lease with
                  limits not less than:  $1,000,000 Bodily Injury & Property
                  Damage Combined each occurrence & aggregate.

         The foregoing Comprehensive General Liability and Automobile Liability
         Insurance shall name LESSOR, its parent, subsidiaries, and affiliates
         as additional insureds with respect to LESSEE'S obligations under this
         Lease; and the policy shall contain the following language "Naming
         Sunoco Pipeline L.P., its parent, subsidiaries, and affiliates as
         additional insureds shall not prevent recovery in any situation in
         which recovery would have been available to Sunoco Pipeline L.P. had it
         not been named as an additional insured." A certificate of insurance
         evidencing the aforementioned insurance coverage must be provided to
         LESSOR prior to entering upon LESSOR'S property. This coverage must
         remain in full force and effect during the term of this Lease.

         The foregoing insurance coverage is not intended to, nor does it limit
         the liability of LESSEE and its authorized agents or contractors, to
         hold LESSOR harmless as set forth in Paragraph 9. It is understood and
         agreed that the procurement of insurance in these amounts does not in
         any way or manner whatsoever limit LESSEE(S) and its agents' or
         contractors' liability to LESSOR under this Lease; and in the event the
         insurance procured by LESSEE and its agents or contractors does not
         cover a particular loss, LESSEE or its agents or contractors shall be
         liable to LESSOR for the full amount of any and all loss and damage as
         provided herein.

         The foregoing insurance policies shall include a waiver of subrogation
         whereby the LESSEE and/or its insurers are prohibited from seeking
         contribution or reimbursement for any amounts paid by LESSEE or its
         insurers.

6.       COMPLIANCE WITH LAW
         -------------------

         LESSEE shall, during the term of the Lease, comply with all federal,
         state, municipal and other laws, ordinances, rules, and regulations
         applicable to the operation and use of the Leased Assets. LESSOR shall,
         during the term of the Lease, comply with all federal, state, municipal
         and other laws, ordinances, rules, and regulations applicable to the
         operation of the Paulsboro Terminal to Philadelphia International
         Airport pipeline. LESSOR shall, during the term of this Lease, comply
         with all federal, state municipal and other laws, ordinances, rules,
         and regulations applicable to the maintenance of the Leased Assets.

7.       OPERATING COMMITTEE
         -------------------

         LESSOR and LESSEE shall at all times cooperate with each other and
         coordinate their respective activities in such manner as to effect the
         most efficient operation and utilization of the Leased Assets in
         accordance with accepted pipe line industry practices.

                                        5

<PAGE>

         To effect this cooperation, the parties agree to establish a
         Coordinating Committee composed of one representative from the LESSOR
         and one representative from the LESSEE. The primary functions of this
         Committee shall be to review any problems which arise as a result of
         this Lease and to recommend any alterations of or additions to this
         Lease or operating practices which to them may seem desirable.

8.       NO WARRANTY, LIMITATION OF LIABILITY
         ------------------------------------

         LESSOR MAKES NO REPRESENTATION OR WARRANTIES WITH RESPECT TO THE LEASED
         ASSETS. LESSEE ACKNOWLEDGES THAT IT HAS INSPECTED THE LEASED ASSETS AND
         ACCEPTS THE LEASED ASSETS IN THEIR PRESENT CONDITION, "AS IS WHERE IS",
         WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO CONDITION OR SUITABILITY
         FOR LESSEE'S PURPOSES.

         LESSEE ACKNOWLEDGES AND AGREES THAT THE LEASE PAYMENTS HEREUNDER DO NOT
         INCLUDE ANY FEES TO LESSOR FOR THE MAINTENANCE AND OPERATION OF THE
         LEASED ASSETS AS PROVIDED HEREIN. ACCORDINGLY, LESSEE AGREES THAT
         LESSOR SHALL HAVE NO LIABILITY TO LESSEE FOR ANY OF ITS ACTIONS RELATED
         TO ITS MAINTENANCE AND OPERATION OF THE LEASED ASSETS AND LESSEE
         FURTHER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LESSOR
         PURSUANT TO PARAGRAPH 9 BELOW.

9.       INDEMNIFICATION
         ---------------

         LESSEE'S OBLIGATION OF INDEMNITY - LESSEE AND ITS AUTHORIZED AGENTS
         --------------------------------
         AND CONTRACTORS AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS
         LESSOR, ITS PARENT, SUBSIDIARIES, AND AFFILIATES, AS WELL AS THE
         EMPLOYEES AND AGENTS OF LESSOR, ITS OFFICERS, INVITEES, PARTNERS AND
         THEIR RESPECTIVE PARTNERS, PARENT-AFFILIATED COMPANIES, ASSIGNS, AND
         SUCCESSORS-IN-INTEREST (HEREINAFTER COLLECTIVELY REFERRED TO AS "LESSOR
         INDEMNITEE [S]"), FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES,
         EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND EXPERT FEES),
         LOSSES, DAMAGES, DEMANDS, FINES, PENALTIES, AND CAUSES OF ACTION FOR
         INJURIES TO OR DEATH OF PERSONS (INCLUDING LESSOR'S AND LESSEE'S
         EMPLOYEES, AGENTS, CONTRACTORS OR SERVANTS) OR DAMAGES TO PROPERTY OR
         PENALTIES FOR VIOLATIONS OF LAWS, REGULATIONS, OR ORDERS, ANY OF WHICH
         ARE CAUSED BY, RELATE TO, OR ARISE FROM THE LESSEE'S USE AND OPERATION
         OF THE LEASED ASSETS, AND LESSOR'S OPERATION AND MAINTENANCE OF THE
         LEASED ASSETS. SUCH INDEMNITY SHALL APPLY WHETHER OR NOT A LESSOR
         INDEMNITEE WAS OR IS CLAIMED TO BE PASSIVELY, CONCURRENTLY, OR ACTIVELY
         NEGLIGENT; AND REGARDLESS OF WHETHER LIABILITY

                                        6

<PAGE>


         WITHOUT FAULT IS IMPOSED OR SOUGHT TO BE IMPOSED ON ONE OR MORE OF THE
         LESSOR INDEMNITIEES. FURTHER, SUCH INDEMNITY SHALL APPLY WHETHER OR
         NOT SUCH CLAIMS, LIABILITIES, EXPENSES, LOSSES, DAMAGES, DEMANDS,
         FINES, PENALTIES, OR CAUSES OF ACTION FOR PERSONAL INJURY, DEATH OR
         PROPERTY DAMAGE ARE CAUSED BY THE LESSOR INDEMNITEES' SOLE NEGLIGENCE,
         THE JOINT NEGLIGENCE OF ANY LESSOR INDEMNITEE(S) AND ANY OTHER PERSON
         OR ENTITY OR STRICT LIABILITY, BREACH OF WARRANTY, BREACH OF ANY
         STATUTORY DUTY, OR OTHER ACT, ERROR, OR OMMISSION OR COMMISSION ON THE
         PART OF ANY LESSOR INDEMNITEE GIVING RISE TO ANY OTHER FORM OF
         LIABILITY OR FAULT. IT IS THE EXPRESSED INTENTION OF THE PARTIES
         HERETO, BOTH LESSEE AND LESSOR, THAT THE INDEMNITY PROVIDED FOR IN
         THIS PARAGRAPH IS AN INDEMNITY BY LESSEE TO INDEMNIFY AND PROTECT THE
         LESSOR INDEMNITEES FROM THE CONSEQUENCES OF LESSOR INDEMNITEES' OWN
         NEGLIGENCE, WHETHER THAT NEGLIGENCE IS SOLE OR CONCURRING, AS WELL AS
         ANY GROSS NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, BREACH OF
         ANY STATUTORY DUTY, OR OTHER ACT, ERROR OR OMISSION, OR COMMISSION ON
         THE PART OF ANY LESSOR INDEMNITEE GIVING RISE TO ANY FORM OF LIABILITY
         OR FAULT. THIS INDEMNITY SHALL NOT APPLY TO THE EXTENT THAT IT IS VOID
         OR OTHERWISE UNENFORCEABLE UNDER APPLICABLE LAW IN EFFECT ON OR
         VALIDLY RETROACTIVE TO THE DATE OF THIS LEASE. TO THE EXTENT THAT
         STATE AND/OR FEDERAL LAWS LIMIT THE TERMS OR CONDITIONS OF THS
         PARAGRAPH, IT SHALL BE DEEMED SO LIMITED TO COMPLY WITH SUCH STATE AND
         FEDERAL LAWS. IF ANY TERM, PROVISION, COVENANT OR CONDITION OF THIS
         PARAGRAPH IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID,
         VOID, OR UNENFORCEABLE, THE REMAINDER OF THE PROVISIONS SHALL REMAIN
         IN FULL FORCE AND EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED, OR
         INVALIDATED. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS
         LEASE.

10.      LIENS
         -----

         LESSEE shall not suffer or permit any liens or lien claims to be filed
         against the Leased Assets by reason of any act or omission of LESSEE or
         by reason of any work, labor, services, or materials supplied or
         claimed to have been supplied in connection with the Leased Assets
         during the term of this Lease. If any such lien or lien claim shall be
         filed against the Leased Assets during the term of this Lease, LESSEE
         shall cause the same to be removed at its sole cost and expense.

                                        7

<PAGE>

11.      CONDEMNATION
         ------------

         If due to any condemnation, or taking by any public or quasi-public
         authority or other party having the right of eminent domain, any part
         of the Leased Assets are taken, or access to any material part of the
         Leased Assets is denied, and as a result of such taking there is a
         material interference or interruption in LESSEE'S use and operation of
         the Leased Assets which LESSOR cannot cure within a reasonable period
         of time, not to exceed 270 days, then and in any of the aforesaid
         events, the term of this Lease shall, at the option of LESSOR or
         LESSEE, terminate as to such pipeline facilities so affected, and
         become null and void from the date when the party exercising the power
         of eminent domain actually takes or interferes with the material use of
         the Leased Asset or denies material access thereto. Annual rent shall
         be proportionally adjusted to reflect the taking or material
         interference as of the date of such taking or material interference. In
         no event shall LESSEE have or make any claim against LESSOR for damages
         or awards with respect to any condemnation or taking and the entire
         award in condemnation shall be the absolute property of, and is hereby
         assigned and shall be paid to LESSOR.

12.      DEFAULT, TERMINATION, REMEDIES
         ------------------------------

         If one or more of the following events occurs, LESSOR or LESSEE, as the
         case may be, will be deemed for all purposes to be in default hereof,
         and the other party thereupon shall have the right to terminate this
         Lease and will be afforded the remedies provided under this Lease or
         under applicable law:

         (a)      LESSOR or LESSEE violates or otherwise fails to comply
                  substantially with any requirement imposed upon or promise
                  made by it in this Lease, and within ten (10) days after
                  written notice is given by the other party of such violation
                  of or failure to comply substantially with, fails to correct
                  such violation or failure to comply, unless such violation or
                  failure to comply cannot reasonably be corrected within said
                  ten (10) day period, or fails to initiate and diligently
                  pursue such correction to completion;

         (b)      LESSOR or LESSEE: (i) becomes insolvent (which term is defined
                  for purposes hereof as failure generally to meet its
                  obligations as the same become due); (ii) files a voluntary
                  petition in bankruptcy, reorganization, receivership, or
                  arrangement; (iii) files an answer admitting any material
                  allegation of any insolvency petition filed pursuant to any
                  insolvency act, federal, or state; (iv) makes an assignment
                  for the benefit of creditors; (v) applies for, consents to, or
                  suffers the appointment of a receiver or trustee for any part
                  of its property or assets; or (vi) fails to satisfy or to
                  appeal from any material judgment or attachment within thirty
                  (30) days from the date of entry.

                                        8

<PAGE>


13.      NOTICES
         -------

         All notices will be considered as properly given if in writing and: (a)
         delivered personally; (b) sent by registered or certified United States
         Mail, return receipt requested, addressed to the party for whom
         intended at the following respective address; (c) delivered by express
         courier; or (d) by any electronic means to the proper fax, telecopy, or
         other number corresponding to such address:

         TO LESSEE:

         Sunoco, Inc. (R&M)
         1801 Market Street
         Philadelphia, PA 19103
         Attn:  ___________________

         Fax:  (___) ___________


         TO LESSOR:

         Sunoco Pipeline L.P.
         1801 Market Street
         Philadelphia, PA 19103
         Attn:  Business Development
         Fax:  (215) 977-3637

         The date of service of the notice shall be: (a) when personally
         delivered, or by express courier the date of receipt; (b) when served
         by mail, the date on which said notice is deposited in the United
         States mail, properly addressed with postage prepaid and duly
         registered or certified with return receipt requested; or (c) when
         served by electronic means or facsimile, the date of which said notice
         is properly electronically transmitted to the correct number.

         At any time on similar notice to the other, a party may change the
         address to which notice to it may be sent.

14.      MISCELLANEOUS PROVISIONS

         14.1     Governing Law
                  -------------

                  This Lease is deemed a Pennsylvania contract and shall be
                  construed, governed by, and administered in accordance with
                  the laws of the Commonwealth of Pennsylvania.

                                        9

<PAGE>






         14.2     Assignment
                  ----------

                  The rights herein granted to LESSEE are purely personal to
                  LESSEE, and shall not be sold, assigned, sublet, mortgaged,
                  leased, or otherwise transferred or disposed of without the
                  prior written consent of LESSOR and use of the Leased Assets
                  shall be strictly limited to the purposes for which same are
                  granted herein.

         14.3     Modifications
                  -------------

                  No amendments, modifications, or additions hereto will be
                  binding unless they are executed in writing by all of the
                  parties.

         14.4     Enforceability
                  --------------

                  Each covenant contained in this Lease is intended to be, and
                  shall be construed to be a separate and independent covenant.
                  If any term or provision of this Lease or any application
                  thereof shall be invalid or unenforceable, the remainder of
                  this Lease or any other application of such term or provision
                  shall not be affected thereby unless continued operation of
                  this Lease is commercially unreasonable. If this Lease is
                  determined to be unlawful, invalid, or unenforceable as to any
                  pipeline facilities comprising the Leased Assets, this Lease
                  shall forthwith automatically terminate as to such pipeline
                  facilities and any other portion of the Leased Asset affected
                  thereby, and neither party shall be liable to the other as a
                  result thereof except as provided in Paragraphs 8 and 9
                  hereof.

         14.5     Captions
                  --------

                  The captions used in this Lease are for reference purposes
                  only and will not effect the interpretation or meaning of this
                  Lease.

         14.6     Counterparts
                  ------------

                  This Lease may be executed simultaneously in one or more
                  counterparts, each of which will be deemed an original, but
                  all of which will constitute one and the same instrument.

         14.7     Waiver
                  ------

                  If either party waives any power, right, or remedy arising
                  hereunder or under any applicable law, such waiver will not be
                  deemed to be a waiver upon the later occurrence or recurrence
                  of any of said events. No reasonable delay by either party in
                  the exercise of any power, right, or remedy will constitute,
                  under any circumstances, a waiver of the party's power,
                  rights, or remedies.

                                       10

<PAGE>


         14.8     Quiet Enjoyment
                  ---------------

                  If and so long as LESSEE shall pay the rent payable hereunder
                  and shall perform and observe all of the terms, covenants, and
                  conditions on the part of LESSEE to be performed and observed,
                  LESSOR covenants that LESSOR shall not interfere with LESSEE'S
                  use, operation, and enjoyment of the Leased Assets.

         14.9     Dispute Resolution
                  ------------------

                  If a party to this Lease has reasonable grounds to believe
                  that the other party hereto has failed to fulfill any material
                  obligation hereunder, or that its expectation of receiving due
                  performance under this Lease may be impaired, such party will
                  promptly notify the other party in writing of the substance of
                  its belief. The party receiving such notice must respond in
                  writing within thirty (30) days of receipt of such notice by
                  specifying three (3) dates, all of which must be within thirty
                  (30) days from the date of its response for a meeting to
                  resolve the dispute, and by providing either: (a) evidence of
                  cure of the condition specified, or (b) evidence that said
                  party has diligently commenced to cure the condition specified
                  and will diligently continue to prosecute such cure, or (c) an
                  explanation of why it believes that its performance is in
                  accordance with the terms and conditions of this Lease. The
                  claiming party will then select one (1) of the three (3) dates
                  and a dispute resolution meeting will be held. If the parties
                  cannot, in good faith discussions, resolve their dispute they
                  will be free to pursue the remedies allowed under the law
                  without prejudice.

                                       11

<PAGE>


Executed by their duly authorized representatives and witnessed on this ___ day
of __________ 2002.

Witness:                                          SUNOCO PIPELINE L.P.

                                         BY:  SUNOCO LOGISTICS PARTNERS
                                              OPERATIONS GP LLC

By: ________________________             By: ______________________________

Title: _______________________           Title: _____________________________





Witness:                                          SUNOCO, INC. (R&M)


By: _________________________            By: ______________________________

Title: ________________________          Title: _____________________________





                                       12

<PAGE>


COMMONWEALTH OF PENNSYLVANIA

COUNTY OF PHILADELPHIA

Before me, the undersigned, a Notary Public within and for the above named
County and State, on this_____day of _____________ 2002, personally appeared
_______________ to me known to be the identical person who subscribed the name
of the maker thereof to the within and foregoing instrument as its
_____________, and acknowledged to me that he executed the same as his free and
voluntary act and deed of such corporation, for the uses and purposes therein
set forth.

         Witness my hand and official seal the day and year last above written.



                                       -----------------------------------------
                                       Notary Public

My Commission Expires:

--------------------


COMMONWEALTH OF PENNSYLVANIA

COUNTY OF PHILADELPHIA

         Before me, the undersigned, a Notary Public within and for the above
named County and state, on this______day of_________2002, personally
appeared___________________to me known to be the identical person who subscribed
the name of the maker thereof to the within and foregoing instrument as its
__________________, and acknowledged to me that he executed the same as his free
and voluntary act and deed of such corporation, for the uses and purposes
therein set forth.

         Witness my hand and official seal the day and year last above written.


                                       -----------------------------------------
                                       Notary Public

My Commission Expires:

--------------------

                                       13

<PAGE>

                                    EXHIBIT A
                                    ---------

3N, 4N and 5N Termination Descriptions for Appendix A



At the Philadelphia Refinery:
----------------------------

Pipeline (and MLP) maintenance responsibilities end at:

3N Line - the inboard flange on Valve 1-5 (including the valve and the pig trap)

4N Line - the inboard flange of Valve 1-9 (including the valve and the pig
trap).

5N Line - the inboard flange of Valve 1-13 (including the valve and the pig
trap).



At the Marcus Hook Refinery:
---------------------------

Pipeline (and MLP) maintenance responsibilities end at the Delaware River
Crossing:

3N Line - the above-grade flange at the pig trap area (including the pig trap)

4N Line - the above-grade flange at the pig trap area (including the pig trap)

5N Line - the above-grade flange at the pig trap area (including the pig trap)

<PAGE>


                                    EXHIBIT B
                                    ---------

                      Interrefinery Pipeline Lease Payments

      Calendar Year          Yearly Rate               Monthly Rate
      -------------          -----------               ------------
                              $5,000,000
          2002                $5,083,500                 $423,625
          2003                $5,168,394                 $430,700
          2004                $5,254,707                 $437,892
          2005                $5,342,460                 $445,205
          2006                $5,431,679                 $452,640
          2007                $5,522,388                 $460,199
          2008                $5,614,612                 $467,884
          2009                $5,708,376                 $475,698
          2010                $5,803,706                 $483,642
          2011                $5,900,628                 $491,719
          2012                $5,999,169                 $499,931
          2013                $6,099,355                 $508,280
          2014                $6,201,214                 $516,768
          2015                $6,304,744                 $525,398
          2016                $6,410,064                 $534,172
          2017                $6,517,112                 $543,093
          2018                $6,625,948                 $552,162
          2019                $6,736,601                 $561,383
          2020                $6,849,102                 $570,759
          2021                $6,963,482                 $580,290
          2022                $7,079,772                 $589,981