U.S. Petroleum Corp April 26, 1990 Quaker State Corporation 255 Elm Street Oil City, PA 16301 Attention: Mr. William C. Helsley Petrowax PA Inc. ("Buyer") and Quaker State Corporation ("Seller") have entered into the Asset Purchase and Sale Agreement...

U.S. Petroleum Corp

April 26, 1990

Quaker State Corporation
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Petrowax PA Inc. ("Buyer") and Quaker State Corporation ("Seller") have entered
into the Asset Purchase and Sale Agreement ("Agreement") as of the 30th day of
March, 1990. ▇▇▇▇▇ and ▇▇▇▇▇▇ further agree as follows:

As of the Closing Date, Seller shall sell to Buyer all finished paraffin
and microcrystalline wax and unfiltered microcrystalline wax inventories at
the Facilities, other than the microcrystalline wax designated by Seller
as having been sold to an overseas account (the "Overseas Micro"), at a
price which is equal to eighty percent (80%) of the price realized by Buyer
pursuant to its sale of such inventories.

Buyer shall pay Seller amounts owing hereunder within fifteen (15) days of
▇▇▇▇▇'s receipt of payment for the sale of such inventories, but in any
event Buyer shall have sold and paid for all paraffin inventories purchased
hereunder within 90 days of the Closing Date, and all microcrystalline
inventories purchased hereunder within 180 days of the Closing Date.

On or before the Closing Date Seller shall notify Buyer if an overseas sale
can be made for 5000 barrels of microcrystalline wax. Buyer shall purchase
and arrange sale and shipment of the Overseas Micro at Seller's direction
and shall pay to Seller within fifteen (15) days of receipt of payment the
realized price for the Overseas Micro less $0.01 per pound.

The capitalized terms have the meaning defined in the Agreement.

If you agree with the foregoing please sign and return one copy of this letter,
which will constitute our agreement with respect to the subject matter of this
letter.

Very truly yours,

PETROWAX PA INC.

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
President

CONFIRMED AND AGREED
as of the date written above:

QUAKER STATE CORPORATION

By: /s/ ▇.▇. ▇▇▇▇▇▇▇
----------------------------
Title: Vice President
-------------------------

EXECUTION COPY

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

ASSET PURCHASE AND SALE AGREEMENT

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

dated as of

March 30, 1990

between

PETROWAX PA INC.,

the Buyer,

and

QUAKER STATE CORPORATION,

the Seller

TABLE OF CONTENTS
Page
----

ARTICLE ONE

DEFINITIONS

SECTION 1.1 Compliance Costs . . . . . . . . . . . . . . . . . 1
1.2 Compliance Work. . . . . . . . . . . . . . . . . . 1
1.3 Disposal . . . . . . . . . . . . . . . . . . . . . 2
1.4 Environmental Laws . . . . . . . . . . . . . . . . 2
1.5 Facilities . . . . . . . . . . . . . . . . . . . . 2
1.6 Financial Responsibility . . . . . . . . . . . . . 2
1.7 Hazardous Materials. . . . . . . . . . . . . . . . 2
1.8 Hazardous Wastes . . . . . . . . . . . . . . . . . 3
1.9 Maintenance Costs. . . . . . . . . . . . . . . . . 3
1.10 Maintenance Work . . . . . . . . . . . . . . . . . 3
1.11 Regulatory Authorities . . . . . . . . . . . . . . 3
1.12 Remedial Costs . . . . . . . . . . . . . . . . . . 3
1.13 Remedial Work. . . . . . . . . . . . . . . . . . . 3

ARTICLE TWO

PURCHASE OF FACILITIES BY THE BUYER

SECTION 2.1 Purchase of Facilities . . . . . . . . . . . . . . 4

ARTICLE THREE

ASSETS ACQUIRED AND LIABILITIES ASSUMED

SECTION 3.1 Assets . . . . . . . . . . . . . . . . . . . . . . 4
3.2 The Coleville Station ............ . . . . . . . . 6
3.3 Excluded Assets; Other Liabilities . . . . . . . . 9
3.4 Assumption of Certain Liabilities
and Obligations. . . . . . . . . . . . . . . . . . 10

ARTICLE FOUR

PAYMENT OF PURCHASE PRICE

SECTION 4.1 Purchase Price . . . . . . . . . . . . . . . . . . 10
4.2 Method of Payment. . . . . . . . . . . . . . . . . 10
4.3 Payment in Respect of Certain Inventories . . . . 11

ARTICLE FIVE

THE CLOSING

SECTION 5.1 Closing . . . . . . . . . . . . . . . . . . . . . 13
5.2 Effectiveness of Transactions . . . . . . . . . . 13
5.3 Deliveries by the Seller at Closing. . . . . . . . 13
5.4 Deliveries by the Buyer at Closing . . . . . . . . 15
5.5 Joint Deliveries by the Buyer and
the Seller at the Closing. . . . . . . . . . . . . 15

ARTICLE SIX

REPRESENTATIONS AND WARRANTIES OF THE SELLER

SECTION 6.1 Organization . . . . . . . . . . . . . . . . . . . 16
6.2 Authorization of Agreement . . . . . . . . . . . . 16
6.3 Compliance with Charter and Other
Instruments. . . . . . . . . . . . . . . . . . . . 16
6.4 Compliance with Laws . . . . . . . . . . . . . . . 17
6.5 Real Property. . . . . . . . . . . . . . . . . . . 17
6.6 Personal Property. . . . . . . . . . . . . . . . . 18
6.7 Validity of Leases and Contracts . . . . . . . . . 18
6.8 Permits and Licenses . . . . . . . . . . . . . . . 18
6.9 Litigation . . . . . . . . . . . . . . . . . . . . 19
6.10 Insurance Policies . . . . . . . . . . . . . . . . 19
6.11 Labor and Employment Matters . . . . . . . . . . . 19
6.12 No Brokers . . . . . . . . . . . . . . . . . . . . 20
6.13 Disclosure . . . . . . . . . . . . . . . . . . . . 20

ARTICLE SEVEN

REPRESENTATIONS AND WARRANTIES OF THE BUYER

SECTION 7.1 Organization . . . . . . . . . . . . . . . . . . . 20
7.2 Authorization of Agreement . . . . . . . . . . . . 20
7.3 Compliance with Charter and Other Instruments. . . 21
7.4 Consents and Approvals . . . . . . . . . . . . . . 21
7.5 Disclaimer of Additional and
Implied Warranties . . . . . . . . . . . . . . . . 21
7.6 No Brokers . . . . . . . . . . . . . . . . . . . . 22

ARTICLE EIGHT

COVENANTS

SECTION 8.1 Conduct of Business Pending Closing. . . . . . . . 22
8.2 Access to Records. . . . . . . . . . . . . . . . . 23
8.3 Government Consents. . . . . . . . . . . . . . . . 25
8.4 Non-Government Consents. . . . . . . . . . . . . . 25
8.5 Taxes and Recording Charges. . . . . . . . . . . . 25
8.6 Non-Disclosure of
Confidential Information . . . . . . . . . . . . . 26
8.7 Further Assurances; Cooperation. . . . . . . . . . 26
8.8 Finished Goods . . . . . . . . . . . . . . . . . . 27
8.9 Terminal Arrangements. . . . . . . . . . . . . . . 27
8.10 Contacts with Customers. . . . . . . . . . . . . . 28
8.11 Satisfaction of Employee Obligations . . . . . . . 28
8.12 Distributions to Employees by the Seller . . . . . 28
8.13 Title and Survey Review. . . . . . . . . . . . . . 28

ARTICLE NINE

INDEMNIFICATION

SECTION 9.1 Survival of Representations,
Warranties and Covenants . . . . . . . . . . . . . 29
9.2 Agreement to Indemnify;
Minimum Obligation . . . . . . . . . . . . . . . . 29
9.3 Notice of Asserted Liability . . . . . . . . . . . 30
9.4 Time Limitation. . . . . . . . . . . . . . . . . . 30
9.5 Opportunity to Defend. . . . . . . . . . . . . . . 30

ARTICLE TEN

ENVIRONMENTAL MATTERS

Section 10.1 Covenants of the Seller. . . . . . . . . . . . . . 31
10.2 Covenants of the Buyer . . . . . . . . . . . . . . 33
10.3 Certain Understandings Regarding
Removal and Disposal of Hazardous
Wastes After Closing . . . . . . . . . . . . . . . 36
10.4 Indemnification for
Environmental Matters. . . . . . . . . . . . . . . 36
10.5 Sole and Exclusive Remedy. . . . . . . . . . . . . 42
10.6 Certain Understandings with
Respect to Pre-existing
Insurance Policies . . . . . . . . . . . . . . . . 43

iii

ARTICLE ELEVEN

CONDITIONS OF CLOSING

SECTION 11.1 Conditions to Obligations of Buyer . . . . . . . . 44
11.2 Conditions to Obligations of the Seller. . . . . . 45

ARTICLE TWELVE

MISCELLANEOUS

SECTION 12.1 Notices . . . . . . . . . . . . . . . . . . . . . 46
12.2 Headings. . . . . . . . . . . . . . . . . . . . . 47
12.3 Entire Agreement; Amendment . . . . . . . . . . . 47
12.4 Assignment. . . . . . . . . . . . . . . . . . . . 47
12.5 No Waiver . . . . . . . . . . . . . . . . . . . . 48
12.6 Risk of Loss. . . . . . . . . . . . . . . . . . . 48
12.7 Press Releases. . . . . . . . . . . . . . . . . . 48
12.8 Bulk Sales Law. . . . . . . . . . . . . . . . . . 49
12.9 Severability . . . . . . . . . . . . . . . . . . 49
12.10 Third Party Beneficiaries . . . . . . . . . . . . 49
12.11 Governing Law . . . . . . . . . . . . . . . . . . 49
12.12 Counterparts. . . . . . . . . . . . . . . . . . . 49

EXHIBITS

Exhibit A Form of $10,000,000 Subordinated Note
Exhibit B Form of Gas Purchase Agreement
Exhibit C Form of Slack Wax and Petrolatum Purchase
Agreement
Exhibit D Form of Crude Oil Purchase and Sale
Agreement
Exhibit E Form of Environmental Notes
Exhibit F Legal Opinion of Quaker State Corporation
Exhibit G Legal Opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇

SCHEDULES

Schedule 1.13 Remedial Work

Schedule 3.1(a)(i) ▇▇▇▇▇▇ Plant Real Property

Schedule 3.1(a)(ii) ▇▇▇▇▇▇ Easements, Right of Way
and Rail Crossing Agreements

Schedule 3.1(a)(iii) ▇▇▇▇▇▇ Contracts and Lease Agreements

Schedule 3.1(a)(vi) ▇▇▇▇▇▇ Vehicles

Schedule 3.1(a)(vii) ▇▇▇▇▇▇ Permits, Licenses,
Certificates of Occupancy and
Registrations

Schedule 3.1(b)(i) Emlenton Wax Plant Real Property

Schedule 3.1(b)(ii) Emlenton Easements, Rights of
Way and Rail Crossing Agreements

Schedule 3.1(b)(iii) Emlenton Contracts and Lease Agreements

Schedule 3.1(b)(vi) Emlenton Vehicles

Schedule 3.1(b)(vii) Emlenton Permits, Licenses,
Certificates of Occupancy and
Registrations

Schedule 3.2(a) Coleville Station Assets

Schedule 3.3(a)(i) Product Equivalencies and Brand
Names to be Used for One Year

Schedule 3.3(a)(ii) Product Equivalencies and Brand
Names to be Used for the Term
of the Crude Oil Purchase and
Sale Agreement

Schedule 3.3(c) Customer Assets at the Facilities

Schedule 3.3(f) Computers and Data Processing Equipment

Schedule 3.3(g) Type of Products in Inventory

Schedule 3.4 Assumed Liabilities

Schedule 4.3(d)(i) Fully Allocated February 1990
Processing Costs

Schedule 6.3 Encumbrances

Schedule 6.4 Compliance with Laws

Schedule 6.5(a) Permitted Exceptions

Schedule 6.5(b) Title Exceptions to be Removed
Prior to Closing

Schedule 6.6(a) Encumbrances and Third Party
Rights and Interests in
Personal Property

Schedule 6.6(b) Personal Property Constituting
Processing Units and Systems at
the Facilities

Schedule 6.8 Permits, Licenses, Approvals,
Consents, Franchises and
Authorizations Associated with
the Facilities

Schedule 6.9 Litigation

Schedule 6.10 Insurance Policies

Schedule 6.11 Labor and Employment Matters

Schedule 7.3 Conflicts and Consents

Schedule 8.8 Third Party Handling Charges

4755P

vii

ASSET PURCHASE AND SALE AGREEMENT

This Asset Purchase and Sale Agreement (the "Agreement") is made and
entered into as of the 30th day of March, 1990, by and between PETROWAX PA INC.,
a Delaware corporation (the "Buyer"), and QUAKER STATE CORPORATION, a Delaware
corporation (the "Seller").

W I T N E S S E T H

WHEREAS, the Seller desires to sell the Seller's manufacturing
facilities known as the Emlenton Wax Plant located at Emlenton, Pennsylvania,
and the McKean Plant located at ▇▇▇▇▇▇'▇ Valley, Pennsylvania, and certain
related assets and the Buyer desires to purchase and accept the same.

NOW, THEREFORE, for and in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties hereto agree as
follows:

ARTICLE I

DEFINITIONS

The following words and phrases, as used throughout this Agreement,
shall have the respective meanings set forth below. Other terms not defined in
this Article I shall have the respective meanings given to such terms elsewhere
in this Agreement.

1.1 Compliance Costs: The term "Compliance Costs" shall mean any and
all funds or payments expended by the Buyer or the Seller in order to conduct
Compliance Work. Compliance Costs shall include any civil penalties arising
from violations of the Environmental Laws.

1.2 Compliance Work: The term "Compliance Work" shall mean any work
which is required by or conducted as a result of violations of the Environmental
Laws. Compliance Work shall consist of bringing the Facilities into compliance
with existing regulatory programs in effect on the Closing Date and permits
issued thereunder the violation of which would subject the owner/operator to
statutory civil penalties. Remedial Work shall not be considered Compliance
Work for purposes of this

Agreement. Moreover, in no event shall replacement of or repair of the
Facilities' sewer systems be considered Compliance Work.

1.3 Disposal: The term "Disposal" shall mean the discharge, deposit,
injection, dumping, spilling, leaking, placing or releasing, active or passive,
of any Hazardous Material into or on any air, land or water so that such
Hazardous Material or any constituent thereof may enter the environment or be
emitted into the air or discharged into any waters, including groundwaters, and
any grammatical variation thereof shall have the correlative meaning.

1.4 Environmental Laws: The term "Environmental Laws" shall mean
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA") (42 U.S.C. Section 9601, et seq.), the Resource
Conservation and Recovery Act, as amended ("RCRA") (42 U.S.C. Section 6901, et
seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251, et
seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Section 2601, et
seq.), the Safe Drinking Water Act, as amended (42 U.S.C. Section 300f, et
seq.), the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7
U.S.C. Section 136, et seq.), the Clean Air Act, as amended (42 U.S.C. Section
7401, et seq.), all as amended or supplemented and any analogous state or local
statutes and the regulations adopted pursuant thereto.

1.5 Facilities: The term "Facilities" shall mean the land being
conveyed hereunder and structures, other appurtenances and improvements on the
land, comprising the production plants owned and operated by the Seller in
Emlenton, Pennsylvania and ▇▇▇▇▇▇'▇ Valley, Pennsylvania prior to execution of
this Agreement.

1.6 Financial Responsibility: The term "Financial Responsibility"
shall mean the requirement to establish one or more of the mechanisms for
demonstrating the availability of funds to close and/or otherwise manage any
unit or facility regulated by 25 Pa. Code 75.301 et seq. or 40 C.F.R. Parts 264
and 265 and to provide liability coverage for bodily injury and property damage
to third parties arising from the use of such unit or facility.

1.7 Hazardous Materials: The term "Hazardous Materials" shall mean
(1) Hazardous Substances as defined in Section 101 of CERCLA; (2) petroleum,
petroleum

products and petroleum wastes; (3) Pollutants or Contaminants as defined in
Section 101 of CERCLA, and (4) Hazardous Wastes.

1.8 Hazardous Wastes: The term "Hazardous Wastes" shall mean
hazardous wastes as such term is defined in 40 C.F.R. Part 261.3, as amended.

1.9 Maintenance Costs: The term "Maintenance Costs" shall mean any
and all funds or payments expended for Maintenance Work.

1.10 Maintenance Work: The term "Maintenance Work" shall mean any
work performed to correct wear or to maintain the Facilities in operational
condition, including, but not limited to, the replacement or repair of process
equipment, structural components (e.g., plant sewer system), removal and
Disposal of asbestos, and emptying and cleaning of process, treatment and
storage containers, such as tanks and roll-off boxes.

1.11 Regulatory Authorities: The term "Regulatory Authorities" shall
mean the United States, the U.S. Environmental Protection Agency, the
Commonwealth of Pennsylvania, the Pennsylvania Department of Environmental
Resources or any political subdivision with authority to enforce the
Environmental Laws.

1.12 Remedial Costs: The term "Remedial Costs" shall mean any and
all funds or payments reasonably expended by the Buyer or the Seller in order to
conduct Remedial Work.

1.13 Remedial Work: The term "Remedial Work" shall mean any work
performed by the Buyer or the Seller pursuant to, in accordance with, and only
to the extent required by any law, statute, rule, regulation, ordinance,
directive or other similar provision established by applicable law, including,
without limitation, Environmental Laws, in order to investigate, evaluate, treat
and/or clean up any Hazardous Materials Disposed of, discharged or released at
the Facilities as of the Closing Date (as hereinafter defined). For purposes of
this Agreement, Remedial Work shall include, but not be limited to, response or
remedial actions under CERCLA, the Pennsylvania Hazardous Sites Cleanup Act and
sections 3004(u), 3008(h) and 7003 of RCRA. Remedial Work shall also include
any such work, response or remedial actions required to allow the Buyer to make
use of, modify, expand or add to the operations at the Facilities consistent
with

their current use. Any actions taken as a result of the environmental site
conditions identified in Schedule 1.13 hereto shall also constitute Remedial
Work. In no event shall replacement of or repair of the Facilities' sewer
systems be considered Remedial Work.

ARTICLE II

PURCHASE OF FACILITIES BY THE BUYER

2.1 PURCHASE OF FACILITIES. Subject to the terms and conditions
herein contained, the Buyer agrees to purchase from the Seller and the Seller
agrees to transfer, sell, assign and convey to the Buyer the Facilities and the
property, real and personal, tangible and intangible, associated therewith as
more fully specified in Section 3.1 hereof (the "Assets").

ARTICLE III

ASSETS ACQUIRED AND LIABILITIES ASSUMED

3.1 ASSETS. The Assets to be transferred hereunder shall consist of
all items of property, plant, pipeline and equipment of the Seller used in
connection with the operation of the Facilities as the same shall exist on the
Closing Date, including without limitation:

(a) McKean Plant Assets:

i. That certain real property located in ▇▇▇▇▇▇ County,
Pennsylvania, commonly known as the ▇▇▇▇▇▇ Plant and more
particularly described in Schedule 3.1(a)(i), together with
all appurtenances thereto and all buildings, railroad
sidings, bridges, water ▇▇▇▇▇, and other improvements
located thereon.

ii. All of the Seller's rights under all easements, rights of
way and rail crossing agreements listed on Schedule
3.1(a)(ii) hereto.

iii. All of the Seller's rights under those lease agreements and
other contracts listed on Schedule 3.1(a)(iii) hereto.

iv. All equipment and fixtures associated with and located at
the ▇▇▇▇▇▇ Plant, including but not limited to all tanks
both above and below ground, pumps, piping, conveyors,
furnaces, process units, loading facilities, tools,
laboratory equipment and office furniture and equipment.

v. The inventory of materials and supplies and work in process
located at the ▇▇▇▇▇▇ Plant as of the time of Closing (as
hereinafter defined).

vi. All of the vehicles set forth on Schedule 3.1(a)(vi)
hereto.

vii. All of the Seller's rights under those permits, licenses,
certificates of occupancy and registrations related to the
ownership and operation of the ▇▇▇▇▇▇ Plant, including but
not limited to those listed on Schedule 3.1(a)(vii) hereto.

viii. All of the Seller's records pertaining to the sale of any
and all goods (excluding finished motor oils) manufactured
at or shipped from the ▇▇▇▇▇▇ Plant, since January 1, 1985,
including without limitation customer lists, invoices,
names of carriers used and payment histories.

(b) Emlenton Wax Plant Assets:

i. That certain real property located in Venango County,
Pennsylvania, commonly known as the Emlenton Wax Plant and
more particularly described in Schedule 3.1(b)(i), together
with all appurtenances thereto and all buildings, railroad
sidings, bridges, water ▇▇▇▇▇, and other improvements
located thereon.

ii. All of the Seller's rights under all easements, rights of
way and rail crossing agreements listed on Schedule
3.1(b)(ii) hereto.

iii. All of the Seller's rights under those lease agreements
and other contracts listed on Schedule 3.1(b)(iii)
hereto.

iv. All equipment and fixtures associated with and located
at the Emlenton Wax Plant, including but not limited to
all tanks both above and below ground, pumps, piping,
conveyors, furnaces, process units, loading facilities,
tools, laboratory equipment and office furniture and
equipment.

v. The inventory of materials and supplies and work in
process located at the Emlenton Wax Plant as of the
time of Closing.

vi. All of the vehicles listed on Schedule 3.1(b)(vi)
hereto.

vii. All of the Seller's rights under those permits,
licenses, certificates of occupancy and registrations
related to the ownership and operation of the Emlenton
Wax Plant, including but not limited to those listed on
Schedule 3.1(b)(vii) hereto.

viii. All of the Seller's records pertaining to the sale of
any and all goods manufactured at or shipped from the
Emlenton Wax Plant, since January 1, 1985, including
without limitation customer lists, invoices, names of
carriers used and payment histories.

(c) The right to recover Remedial Costs under any of the Seller's
current or previously existing insurance policies pursuant to the provisions of
Section 10.6 hereof.

Notwithstanding anything in this Agreement to the contrary, in no event shall
Assets include the Excluded Assets (as hereinafter defined).

3.2 THE COLEVILLE STATION.

(a) TRANSFER OF THE COLEVILLE STATION. The Assets to be transferred
hereunder shall also include the Seller's crude oil terminal and transportation

pipeline running from the Coleville Station located at Coleville, Pennsylvania
to and including the ▇▇▇▇▇▇ Plant, as described on Schedule 3.2(a) attached
hereto, whether or not specifically identified herein or therein, together with
all appurtenant compressor pumps, suction pumps, all of the Seller's rights
under the permits, licenses, certificates of occupancy and registration which
relate thereto and loading pumps and other associated equipment, any
right-of-way agreements and those parcels of real estate listed on Schedule
3.2(a) (collectively, the "Coleville Station").

(b) THE COLEVILLE CLOSING. The purchase and sale of the Coleville
Station, including the recording of all deeds with respect to the real property
associated therewith to be transferred pursuant to this Agreement, shall be
consummated at a closing (the "Coleville Closing") to take place at such time
and place and on such date as the Buyer and the Seller shall jointly designate.
At the Coleville Closing, each party shall deliver to the other party, in form
satisfactory to such other party and its counsel, such documents as each party
may reasonably require to effectuate the sale, conveyance and assignment of the
Coleville Station.

(c) CONDITIONS TO THE COLEVILLE CLOSING. The obligation of the Buyer to
consummate the purchase and sale of the Coleville Station is subject to the
fulfillment, or the written waiver by the Buyer, of each of the following
conditions:

(i) Each representation and warranty of the Seller contained in this
Agreement or in any certificate or document delivered to the Buyer and
applicable to the Coleville Station pursuant to Section 3.2(d) hereof shall
be deemed to have been made again on and as of the date of the Coleville
Closing and shall then be true and correct in all material respects and, on
the date of the Coleville Closing, the Seller shall have delivered to the
Buyer a certificate of an authorized officer of the Seller to such effect.

(ii) The Seller shall have delivered to the Buyer such special
warranty deeds, bills of sale, endorsements, assignments, subleases and
other good and sufficient instruments of assignment,

conveyance and transfer, sufficient to sell, assign, transfer, convey and
deliver the Coleville Station to the Buyer in accordance with the terms
hereof.

(iii) All material authorizations, consents, waivers and approvals
required under this Agreement and such other authorizations, consents,
waivers and approvals as are necessary to sell, assign, transfer, convey
and deliver the Coleville Station to the Buyer in accordance with the terms
hereof shall have been duly obtained.

(iv) Delivery to the Buyer by Ticor Title Guarantee Company (the
"Title Insurer") of an endorsement to the policy of title insurance issued
to the Buyer on the Closing Date adding to such policy the Coleville
Station, subject only to those title exceptions which are acceptable to the
Buyer in its sole discretion.

(v) That certain Crude Oil Purchase and Sale Agreement by and between
the Buyer and the Seller referred to in Section 5.5(c) hereof shall have
been terminated in accordance with its terms.

(vi) Removal and Disposal by the Seller of the 10,000 gallon
underground storage tank and fuel oil pump located at the Coleville Station
and compliance with all Environmental Laws governing the Disposal of the
tank, pump and, if applicable, any associated contaminated soil and
completion of any other Remedial Work and Compliance Work associated
therewith.

(d) EFFECT OF OTHER PROVISIONS. Prior to the consummation of the purchase
and sale of the Coleville Station at the Coleville Closing, the provisions of
Articles V, VI, VII, VIII, IX, X and XI hereof shall not apply to or be deemed
made in respect of the Coleville Station. Upon the occurrence of the Coleville
Closing, the provisions of Articles VI, VII, VIII, IX and X hereof shall apply
to and be deemed made in respect of the Coleville Station as of the date of the
Coleville Closing and the Coleville Station shall be deemed to be included among
the Facilities and the Assets for all intents and purposes under this Agreement.
The provisions of Section 8.5 hereof shall apply to the Coleville Station,
MUTATIS MUTANDIS.

3.3 EXCLUDED ASSETS: OTHER LIABILITIES. For purposes of this
Agreement, the term "Excluded Assets" shall mean the following:

(a) any right to use, publish or otherwise exploit the name "Quaker
State Corporation" or any variation thereof, or any goodwill associated
therewith. Notwithstanding the foregoing, the Buyer shall be permitted to
make reference to those of the Seller's products listed on Schedule
3.3(a)(i) and Schedule 3.3(a)(ii) attached hereto in the manner described
thereon in connection with the packaging, sale and distribution of the
Buyer's equivalent products which are manufactured to the same
specifications, in the case of those products listed in Schedule 3.3(a)(i),
for a period of one year from the Closing Date and, in the case of those
products listed on Schedule 3.3(a)(ii), for a period equal to the lesser of
one year from the Closing Date or the term (as extended) of the Crude Oil
Purchase and Sale Agreement (as defined herein). Furthermore, the Buyer
shall have 180 days from the Closing Date to remove all proprietary marks
of the Seller that are visible to the public;

(b) rights under all insurance programs maintained by the Seller for
the Facilities except as set forth in Section 10.6;

(c) all assets located at the Facilities belonging to customers of
the Facilities as set forth in Schedule 3.3(c) hereto;

(d) all machinery and equipment related to the motor oil packaging
operation at the ▇▇▇▇▇▇ Plant, which shall be removed from the Facilities
by the Seller prior to the Closing;

(e) all accounts receivable;

(f) all computer and data processing equipment located at the
Facilities dedicated solely to the Seller's computer operations outside of
the Facilities as set forth in Schedule 3.3(f) attached hereto;

(g) the finished motor oils, finished waxes, fuel oils, gasoline and
other finished products identified on Schedule 3.3(g) that are in inventory
at the Facilities at the time of the Closing;

(h) all original personnel records and related files at the
Facilities, other than those related to current employees as of the date of
the Closing; and

(i) general ledgers, Hazardous Waste manifests and employee x-rays.

3.4 ASSUMPTION OF CERTAIN LIABILITIES AND OBLIGATIONS.

(a) On the Closing Date, the Buyer shall assume and agree to pay,
perform and discharge all obligations and liabilities of the Seller arising
under the executory agreements set forth in Schedule 3.4 hereto
(collectively, the "Assumed Liabilities"). The Buyer agrees to indemnify,
defend and hold harmless the Seller in respect of all Assumed Liabilities
the corresponding economic benefits of which have been effectively
transferred to the Buyer, pursuant to and to the extent provided for in
Article IX hereof. The Buyer shall have no obligation to indemnify, defend
or hold harmless the Seller in respect of any other Assumed Liabilities.

(b) Except as set forth in subsection (a) above and Section 10.4(c),
the Buyer shall not assume or agree to perform any of the obligations,
contracts or liabilities of the Seller relating to the Facilities, the
Assets, the current employees at the Facilities or otherwise. The Seller
agrees to indemnify, defend and hold harmless the Buyer in respect of all
obligations, contracts or liabilities of the Seller pursuant to and to the
extent provided for in Article IX and Section 10.4(b) hereof other than in
respect of Assumed Liabilities.

ARTICLE IV

PAYMENT OF PURCHASE PRICE

4.1 PURCHASE PRICE. On the Closing Date, and in consideration of the
sale, transfer, assignment and conveyance of the Assets (except for those Assets
covered by Section 4.3 below) by the Seller to the Buyer, the Buyer shall pay to
the Seller $30,000,000 and shall assume, pay and discharge all of the Assumed
Liabilities.

4.2 METHOD OF PAYMENT. The purchase price set forth in Section 4.1
shall be paid at the Closing and shall be paid by a wire transfer of immediately
available

funds to such bank account as the Seller shall have designated in writing to the
Buyer in the amount of $20,000,000 and by delivery of the Buyer's Subordinated
Note in the principal amount of $10,000,000 and substantially in the form of
Exhibit A hereto (the "Note").

4.3 PAYMENT IN RESPECT OF CERTAIN INVENTORIES. The purchase price
payable by the Buyer to the Seller in respect of feedstock inventories of raw
crude oil and slack wax and derived and related intermediate wet barrel
inventories shall be calculated and paid in accordance with the following
provisions:

(a) The Buyer and the Seller shall jointly cause an inventory of all
raw slack wax, raw slack petrolatum, raw crude oil, intermediate derived
and related inventories and inventories of finished products as of 7:00
a.m. on the Closing Date to be taken.

(b) The Buyer shall purchase inventories of raw. slack wax and raw
slack petrolatum at the Emlenton Wax Plant at the Seller's actual cost
therefor and shall pay for the same WITHIN 45 DAYS after the Closing Date.

(c) The Buyer shall purchase inventories of raw crude oil at the
▇▇▇▇▇▇ Plant at a price equal to the current price of raw crude oil then
obtaining on the day any such inventories of raw crude oil are drawn from
storage facilities for processing by the Buyer and shall pay for the same
on the 15th day of the month following the month during which such raw
crude oil was drawn from inventory. Inventories of raw crude oil shall be
deemed to be drawn from storage at the rate of 500 barrels per day. The
Buyer may prepay (in whole or in part) for inventories of raw crude oil
purchased hereunder without penalty or premium.

(d) (i) The Buyer shall purchase intermediate derived and
related inventories at the ▇▇▇▇▇▇ Plant, other than
those products known as "Paraffin - In Splits," "450
Slack," and "Other Petrolatum," which have been treated
by the MEK processing unit, as of the Closing Date, at
prices equal to 90% of the prices of the finished
products into which such intermediate inventories will
be produced as set forth in the February, 1990 Summary
of Sales for the ▇▇▇▇▇▇ Plant, less fully allocated
February,

1990 processing costs for each processing unit as set
forth in Schedule 4.3(d)(i) through which such
intermediate inventories are required to pass in order
to complete the production of such inventories to their
respective final constituent forms. The Buyer shall
purchase the products known as "Paraffin - In Splits,"
"450 Slack," and "Other Petrolatum" at prices equal to
$0.47 per gallon, $0.47 per gallon and $0.50 per
gallon, respectively.

(ii) The Buyer shall purchase all intermediate derived and
related inventories, other than those described in
paragraph (d)(i) above, at a price equal to 90% of the
sum of: (x) $3.50, (y) the average posted price of New
York/Pennsylvania Grade Crude for the 30 days preceding
the Closing Date, and (z) fully allocated February,
1990 processing costs for each processing unit as set
forth in Schedule 4.3(d)(i) through which such
intermediate inventories have passed.

(iii) The Buyer SHALL PAY for all intermediate derived and
related inventories with LUBE BASE OILS meeting the
SELLER'S FEBRUARY, 1990 specifications therefor. The
price of the lube base oils will equal the gross sales
price paid to the Seller by third party buyers. THE
GROSS SALES PRICE SHALL BE ADJUSTED AS IF SOLD F.O.B.
the ▇▇▇▇▇▇ Plant and shall be increased by the value of
any payments made directly to the Buyer by such third
party on behalf of the Seller that would otherwise be
the responsibility of the Seller pursuant to this
Section 4.3(d)(iii) in respect of such lube base oils.
ALL LUBE BASE OILS PRODUCED AT THE Facilities shall be
CREDITED TO THE SELLER'S account IN RESPECT of the
payment for INTERMEDIATE inventories until such time as
such intermediate INVENTORIES ARE PAID IN FULL. All
lube base oils so credited to the Seller's account
shall be delivered to

designated storage tanks at the Facilities and the
Seller shall pay all applicable third party charges and
all costs for storage and handling by the Buyer as well
as all costs to remove such lube base oils from the
Facilities. Notwithstanding the foregoing, the Buyer
may fulfill its obligations under this Section
4.3(d)(iii) by partial or total payments in cash at any
time.

ARTICLE V

THE CLOSING

5.1 CLOSING. The purchase and sale of the Assets, including the
recording of all deeds with respect to the ▇▇▇▇▇▇ and Emlenton Real Property (as
hereinafter defined) to be transferred pursuant to this Agreement, shall be
consummated at a closing (the "Closing") to take place on such date and at such
time as shall be agreed by the Buyer and the Seller (the "Closing Date"), but in
no event after April 30, 1990, at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10166.

5.2 EFFECTIVENESS OF TRANSACTIONS. All transactions, deliveries and
payments to take place at the Closing shall be deemed to take place
simultaneously, and no transaction, delivery of any opinion, certificate,
consent or other document, or payment shall be deemed made until all
transactions, deliveries and payments at the Closing are completed. All such
transactions, deliveries and payments shall be given effect as of the
commencement of business on the Closing Date.

5.3 DELIVERIES BY THE SELLER AT CLOSING. At the Closing, the Seller
shall deliver to the Buyer the following, each in form satisfactory to the Buyer
and its counsel:

(a) duly executed bills of sale and/or other instruments of
assignment from the Seller to the Buyer covering the personal property to
be transferred and conveyed by the Seller to the Buyer hereunder;

(b) appropriate certificates of title to all vehicles to be conveyed
by the Seller to the Buyer, duly endorsed or otherwise executed and in
proper form pursuant to Pennsylvania law for reissuance of such
certificates in the name of the Buyer free of liens and security interests;

(c) one or more special warranty deeds conveying the Emlenton Wax
Plant and the ▇▇▇▇▇▇ Plant real property; and one or more assignments duly
and validly conveying the leases, license agreements, certificates of
occupancy and rights of way (if required to be separately assigned)
associated with the Facilities;

(d) possession of the Assets;

(e) all necessary consents from third parties approving the
assignment by the Seller in favor of the Buyer of all permits, licenses and
registrations associated with the Facilities;

(f) all consents from third parties necessary to approve the
assignment, sublease or the grant of an option by the Seller in favor of
the Buyer of all contracts and leases associated with the Facilities;

(g) the duly executed certificate of the Secretary or an Assistant
Secretary of the Seller, dated as of the Closing Date, certifying
resolutions duly adopted by the Seller's Board of Directors authorizing the
execution, delivery and performance of this Agreement and the transactions
contemplated hereby on the part of the Seller;

(h) a certificate of the Seller's good standing in the State of
Delaware and a certificate of the Seller's qualification to conduct
business as a foreign corporation in the Commonwealth of Pennsylvania;

(i) such other documents as the title insurance company selected by
the Buyer may reasonably require to insure title to the real property to be
transferred to the Buyer pursuant to this Agreement;

(j) originals or true and correct copies of all leases, contracts,
licenses, books and records, and certified copies of all permits, which are
to be transferred and assigned to the Buyer pursuant to this Agreement;

(k) evidence satisfactory to the Buyer that that certain lease
agreement dated July 24, 1989 by and between the Seller and ▇▇▇▇▇ Petrotech
Associates, Inc. has been properly and validly terminated;

(l) true and correct copies of the reports and information prepared
by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Associates (or its successors) regarding the
Facilities; and

(m) all original records, files and reports included among the
Excluded Assets pursuant to Sections 3.3(h) and 3.3(i) that the Seller,
using its best efforts, is able to provide prior to the Closing; and

(n) such other documents as the Buyer may reasonably require to
effectuate the sale, conveyance and assignment and other transactions
herein contemplated to be consummated at or before the Closing.

5.4 DELIVERIES BY THE BUYER AT CLOSING. At the Closing, the Buyer
shall execute and deliver to the Seller the following, each in form satisfactory
to the Seller and its counsel:

(a) a wire transfer of immediately available funds in favor of Seller
in the amount specified in Section 4.2;

(b) the Note;

(c) an undertaking executed and delivered for and on behalf of the
Buyer, whereby the Buyer assumes and agrees to pay and discharge in due
course and perform in full the Assumed Liabilities;

(d) a certificate of the Buyer's good standing in the State of
Delaware and a certificate of the Buyer's qualification to conduct business
as a foreign corporation in the Commonwealth of Pennsylvania; and

(e) such other documents as the Seller may reasonably require to
effectuate the sale, conveyance and assignment and other transactions
herein contemplated to be consummated at or before the Closing.

5.5 JOINT DELIVERIES BY THE BUYER AND THE SELLER AT THE CLOSING. At
the Closing, the Buyer and the Seller shall execute and deliver to the other the
following:

(a) the Gas Purchase Agreement substantially in the form attached as
Exhibit B hereto;

(b) the Slack Wax and Petrolatum Purchase Agreement substantially in
the form attached as Exhibit C hereto; and

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer as follows:

6.1 ORGANIZATION. The Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to own, lease and operate
its properties and to carry on its business, including the business of the
Facilities as now being conducted.

6.2 AUTHORIZATION OF AGREEMENT. The Seller has full corporate power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly authorized and approved by the Board of Directors of the Seller and no
other corporate proceedings on the part of the Seller are necessary to authorize
the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by the Seller and constitutes a valid and binding
agreement of the Seller, enforceable in accordance with its terms (except as the
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable
remedies).

6.3 COMPLIANCE WITH CHARTER AND OTHER INSTRUMENTS. The execution,
delivery and performance by the Seller of this Agreement and the consummation by
the Seller of the transactions contemplated hereby will not, with or without the
giving of notice or the passage of time, (a) violate, in any material respect,
any law, ordinance, rule or regulation, or any judgment, writ, injunction or
order of any court, arbitrator or governmental, administrative or
self-regulatory authority, applicable to the Seller, (b) constitute a violation
of or conflict with any provision of the Certificate of Incorporation or By-laws
of the Seller, (c) require the consent, approval, permission or other
authorization of or waiver by or filing or qualification with any court,
arbitrator or governmental, administrative or self-regulatory authority (other
than (i) any requisite filings

with the Securities and Exchange Commission and related stock exchange filings,
and (ii) where the failure to obtain such consent, approval, permission, or to
make such notification or qualification would not have a material adverse effect
on the Facilities, the Assets or the purchase and sale thereof as contemplated
by this Agreement); the Buyer acknowledges that the Seller is relying on the
Buyer's representation and warranty set forth in Section 7.4 hereof that no
filing is required to be made by or on behalf of the Buyer (or any person or
entity that includes the Buyer) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust
Improvements Act of 1976 (the "HSR Act") in connection herewith, or (d) except
as set forth in Schedule 6.3 hereto, conflict with, or result in the breach,
modification or termination of, require the consent or authorization of or
waiver by, or filing with, any other parties to, or result in the creation of
any lien, security interest, charge, or encumbrance of any nature whatsoever
(collectively, "Encumbrances") upon the Assets under, or constitute a default
under, any license, franchise, contract, lease, mortgage, indenture, agreement
or other instrument to which the Seller is a party or by which any of the assets
or properties of the Seller are bound or from which they derive benefit, the
result of which would have a material adverse effect on the Facilities or the
Assets.

6.4 COMPLIANCE WITH LAWS. Except as set forth on Schedule 6.4
hereto, the Seller is in compliance in all material respects with all applicable
statutes and regulations relating to the operations of the Facilities (including
without limitation all applicable Environmental Laws and zoning and other
similar ordinances and regulations) of all governmental authorities having
jurisdiction over the operation of the Facilities.

6.5 REAL PROPERTY. Schedule 3.2(a) hereto includes a complete list
of all real property owned by the Seller and used in connection with the
Coleville Station (the "Coleville Real Property"). Schedules 3.1(a)(i) and
3.1(b)(i) hereto set forth a true and complete description of the land owned by
the Seller at the ▇▇▇▇▇▇ Plant and Emlenton Wax Plant (which together with all
appurtenances thereto and improvements thereon shall be referred to as the
"▇▇▇▇▇▇ and Emlenton Real Property"). The Seller has good and marketable fee
title to all of the Coleville Real Property and to all of the Emlenton and
▇▇▇▇▇▇ Real Property (together, the "Real Property"), free and clear of all
Encumbrances and rights and interests whatsoever of third parties, except (i)
the lien of current real property taxes which may be a lien but are not yet due
and

payable, (ii) the title exceptions (the "Permitted Exceptions") set forth on
Schedule 6.5(a) hereto and the title exceptions set forth on Schedule 6.5(b)
here to be removed by the Closing Date set forth on Schedule 6.5(b) hereto.

6.6 PERSONAL PROPERTY. The Seller has good and marketable fee title
to all of the items of machinery, equipment, computer hardware and software,
motor vehicles, office furniture, fixtures and similar personal property (the
"Personal Property") owned by the Seller and used in connection with the
Facilities, free and clear of all Encumbrances and rights and interests
whatsoever of third parties, except (i) as disclosed in Schedule 6.6(a) hereto
and (ii) the lien of current personal property taxes which may be a lien but are
not yet due and payable. Schedule 6.6(b) hereto sets forth a true and complete
list of all items of Personal Property which constitute the various processing
units and systems used by or at the Facilities.

6.7 VALIDITY OF LEASES AND CONTRACTS. Schedules 3.1(a)(ii),
3.1(a)(iii), 3.1(b)(ii) and 3.1(b)(iii) hereto set forth a complete list of all
leases and subleases, contracts, easements and rights of way (whether written or
oral) of or with respect to real or personal property used in connection with
the business of the Facilities, all contracts and commitments relating to the
Assets or the Facilities assumed in the Assumed Liabilities and all licenses and
agreements with railroad companies necessary to assure rail transportation to
and from the ▇▇▇▇▇▇ Plant. Except as disclosed in such Schedules, each lease
pursuant to which the Seller leases real or personal property included in the
Assets, and each other easement, right of way, contract or commitment of the
Seller listed in such Schedules, is to the best knowledge of the Seller valid
and enforceable against the Seller and the other parties thereto in accordance
with its terms and none of the Seller nor any other party to any such lease,
easement, right of way, contract or commitment is in default in any material
respect under any provision of any such lease, easement, right of way, contract
or commitment. Except as disclosed in such Schedules, none of the Seller nor
any other party is in default under any restrictive covenant, license agreement
or document recorded against the property which relates to any real or personal
property included in the Assets.

6.8 PERMITS AND LICENSES. Schedule 6.8 hereto sets forth a complete
list of each material permit, license, approval, consent, franchise and
authorization, including those required under any Environmental Laws, of

administrative agencies and other governmental authorities that has been granted
to or obtained by the Seller in connection with the conduct of the business of
the Facilities and that is in effect on the date hereof. All permits, licenses,
approvals, consents, franchises and authorizations required by administrative
agencies and the governmental authorities to be obtained by the Seller in
connection with the ownership of the Assets and the conduct of the business,
including those required under any Environmental Laws, of the Facilities have
been obtained and are in effect.

6.9 LITIGATION. Except as set forth on Schedule 6.9 hereto, there
are no actions, notices of violation, suits, proceedings or, to the best
knowledge of the Seller, investigations (civil or criminal) pending or
threatened against the Seller at law or in equity (including pursuant to any
Environmental Law), by or before any court or federal, state, municipal or other
governmental department, commission, board, agency or instrumentality, domestic
or foreign involving any of the Assets; the Seller is not operating the
Facilities under or subject to, or in default with respect to, any order, writ,
injunction or decree of any court or federal, state, municipal or governmental
department, commission, board, agency or instrumentality, domestic or foreign.

6.10 INSURANCE POLICIES. Schedule 6.10 attached hereto is a list of
all of the insurance policies of the Seller currently in force covering (i)
property damage to any Asset and loss of income of the Seller relative to the
Facilities by fire or other casualty or (ii) product and other liabilities of
the Seller relative to the Facilities against which the Seller is insured.

6.11 LABOR AND EMPLOYMENT MATTERS. Except as set forth in Schedule
6.11 attached hereto, there is no (i) collective bargaining agreement or other
labor agreement to which the Seller is a party or by which it is bound and
affecting any employee of the Facilities; or (ii) employment, profit sharing,
deferred compensation, bonus, stock option or purchase, retainer, consulting,
retirement, welfare or incentive plan, "employee benefit plan" as defined in
Section 3(3) of ERISA or contract to which the Seller is a party or by which it
is bound and affecting any employee of the Facilities. The Seller acknowledges
that the Buyer is assuming no liability or obligation with respect to any of the
foregoing agreements, plans or arrangements.

6.12 NO BROKERS. The Seller has not entered into and will not enter into
an agreement, arrangement or understanding with any person or firm which will
result in the obligation of the Buyer to pay any finder's fee, brokerage
commission or similar payment in connection with the transactions contemplated
hereby.

6.13 DISCLOSURE. No representation or warranty made by the Seller in this
Agreement and no statement contained in any document, certificate or other
writing furnished or to be furnished by the Seller pursuant to the provisions
hereof or in connection with the transactions contemplated hereby, including
without limitation the Exhibits and Schedules attached hereto, contains or will
contain any untrue statement of a material fact or omits or will omit to state
any material fact necessary to make the statements herein or therein not
misleading.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller as follows:

7.1 ORGANIZATION. The Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite power and authority to own, lease and operate its properties and
to carry on its business as now being conducted.

7.2 AUTHORIZATION OF AGREEMENT. The Buyer has full power and authority to
execute and deliver this Agreement, and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by the Board of Directors of the Buyer and no other proceedings on
the part of the Buyer are necessary to authorize the execution and delivery of
this Agreement or the consummation of the transactions contemplated hereby.
This Agreement has been duly and validly executed and delivered by the Buyer and
constitutes a valid and binding agreement of the Buyer, enforceable in
accordance with its terms (except as the enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
affecting creditors' rights generally or by the principles governing the
availability of equitable remedies).

7.3 COMPLIANCE WITH CHARTER AND OTHER INSTRUMENTS. The execution,
delivery and performance by the Buyer of this Agreement and the consummation by
the Buyer of the transactions contemplated hereby will not, with or without the
giving of notice or the passage of time, (a) violate, in any material respect,
any law, ordinance, rule or regulation, or any judgment, writ, injunction or
order of any court, arbitrator or governmental, administrative or
self-regulatory authority, applicable to the Buyer, (b) constitute a violation
of or conflict with any provision of the Certificate of Incorporation or By-laws
of the Buyer, (c) require the consent, approval, permission or other
authorization of or waiver by or filing or qualification with any court,
arbitrator or governmental, administrative or self-regulatory authority (other
than where the failure to obtain such consent, approval, permission, or to make
such notification or qualification would not have a material adverse effect on
the Buyer or the purchase and sale of the Assets as contemplated by this
Agreement), or (d) except as set forth in Schedule 7.3 hereto, conflict with, or
result in the breach, modification or termination of, require the consent or
authorization of or waiver by, or filing with, any other parties to, any
license, franchise, contract, lease, mortgage, indenture, agreement or other
instrument to which the Buyer is a party or by which any of the assets or
properties of the Buyer are bound or from which they derive benefit, the result
of which would have a material adverse effect on the Buyer.

7.4 CONSENTS AND APPROVALS. No consent, approval or authorization of, or
declaration, filing or registration with, any governmental or regulatory
authority or other person or entity which is required to be made or obtained by
the Buyer in connection with the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby has not been so made or
obtained. No filing under the HSR Act is required to be made by or on behalf of
the Buyer (or any person or entity that includes the Buyer) in connection with
the acquisition of the Assets by the Buyer contemplated hereby.

7.5 DISCLAIMER OF ADDITIONAL AND IMPLIED WARRANTIES. The Buyer
acknowledges that the Assets are used and that the Buyer has had the opportunity
to inspect the Assets to the extent deemed necessary by the Buyer. The Assets,
except as provided in Articles VI and X, are sold AS IS and without any warranty
or representation by the Seller as to their condition, operability, efficiency
of operation, or suitability for the Buyer's intended

use. The Seller specifically DISCLAIMS AND EXCLUDES FROM THIS AGREEMENT THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.

7.6 NO BROKERS. The Buyer has not entered into and will not enter into an
agreement, arrangement or understanding with any person or firm which will
result in the obligation of the Seller to pay any finder's fee, brokerage
commission or similar payment in connection with the transactions contemplated
hereby.

ARTICLE VIII

COVENANTS

8.1 CONDUCT OF BUSINESS PENDING CLOSING. Between the date hereof and the
Closing Date, except as otherwise approved in advance in writing by the Buyer,
the Seller shall:

(a) operate the business of the Facilities only in the ordinary
course, consistent with past practice;

(b) maintain all of the Assets in their present repair, order and
condition and maintain insurance upon all of the Assets and with respect to
the conduct of the business of the Facilities, in amounts and kinds
comparable to that in effect on the date hereof;

(c) not sell or transfer any of the Assets except for sales or
transfers made in the ordinary course of business and consistent with past
practice;

(d) maintain the accounts and records related to the Facilities in
the ordinary course, consistent with past practice;

(e) comply with all material laws applicable to the Facilities and to
the conduct of the business of the Facilities;

(f) perform all its material obligations related to the Facilities
without fault;

(g) not transfer or grant any rights under any concessions, leases,
licenses, agreements, patents, inventions, trademarks, trade names,
servicemarks, brandmarks, brandnames or copyrights or with respect to any
know-how included in the Assets;

(h) refrain from doing any act or from omitting to do any act that
will cause a material breach of any lease, contract or commitment listed in
Schedules 3.1(a)(ii), 3.1(a)(iii), 3.1(b)(ii) and 3.1(b)(iii) hereto or
entering into any agreement to amend, modify, renew or terminate any such
lease, contract or commitment except for termination of the lease agreement
with ▇▇▇▇▇ Petrotech Associates, Inc., as provided in Section 5.3(k)
hereof;

(i) not otherwise incur any obligation or liability (fixed or
contingent) in respect of the Facilities, except normal trade or business
obligations incurred in the ordinary course of business and consistent with
past practice and except in connection with this Agreement and the
transactions contemplated hereby; and

(j) notwithstanding clause (c) of this Section 8.1, not enter into
any contract or commitment in any way affecting the Assets and involving
either a term of more than 30 days or a sum in excess of $100,000.

8.2 ACCESS TO RECORDS.

(a) Prior to the Closing Date, designated representatives of the
Buyer shall have reasonable access, during normal business hours, to the
books and records relating to the business of the Facilities, with the
reasonable right to make reproductions of same, and the Seller shall give
reasonable cooperation to such representatives of the Buyer with respect
thereto, subject to the Seller's right to have a designated officer
notified in advance of any prospective access to the Seller's premises;
PROVIDED, HOWEVER, that if such access would be disruptive as determined by
the Seller to the business of the Facilities or otherwise, it is agreed
that the notified designated officer of the Seller may designate an
alternative time, which shall be within 48 hours subsequent to the Buyer's
requested time, for such access to take place.

(b) The Buyer agrees, upon reasonable prior written notice and during
normal business hours, that it will permit authorized representatives of
the Seller to examine, make copies and extracts of, review and, if
necessary, obtain originals of the accounts, books and records and other
documents transferred to the Buyer and relating to the Assets which cover
the period prior to the Closing Date. The Buyer hereby

agrees to retain and preserve, and make available to the Seller, all books
and records transferred to the Buyer pursuant to this Agreement until the
seventh anniversary of the date of this Agreement. Should the Seller
temporarily require original records retained by the Buyer during such
seven-year period, the same will be made available upon reasonable request.
Commencing seven years after the date of this Agreement and until nine
years after the date of this Agreement, the Buyer shall give the Seller
written notice of intention to dispose of any part of the files and records
of the Facilities, specifying the items to be disposed of in reasonable
detail. The Seller may, within a period of sixty calendar days from
receipt of any such notice, notify the Buyer of the Seller's desire to
retain one or more of the items to be disposed of. The Buyer shall, upon
receipt of such a notice from the Seller, deliver to the Seller at the
Seller's expense the items specified therein.

(c) The Seller agrees, upon reasonable prior written notice and
during normal business hours, that it will permit authorized
representatives of the Buyer to examine, make copies and extracts of,
review and, if necessary, obtain originals of the accounts, books and
records and other documents maintained by the Seller pursuant to Sections
3.3(h) and 3.3(i) hereof and relating to the Assets which cover the period
prior to the Closing Date. The Seller hereby agrees to retain and
preserve, and make available to the Buyer, all books and records maintained
by the Seller pursuant to this Agreement until the seventh anniversary of
the date of this Agreement. Should the Buyer temporarily require original
records retained by the Seller during such seven-year period, the same will
be made available upon reasonable request. Commencing seven years after the
date of this Agreement and until nine years after the date of this
Agreement, the Seller shall give the Buyer written notice of intention to
dispose of any part of the files and records of the Facilities, specifying
the items to be disposed of in reasonable detail. The Buyer may, within a
period of sixty calendar days from receipt of any such notice, notify the
Seller of the Buyer's desire to retain one or more of the items to be
disposed of. The Seller shall, upon receipt of such a notice from the
Buyer, deliver to the Buyer at the Buyer's expense the items specified
therein.

(d) Within 90 days after the Closing Date, the Seller shall provide
the Buyer with true copies of all original records, files and reports
included among the Excluded Assets pursuant to Sections 3.3(h) and 3.3(i)
that the Seller has not already provided to the Buyer pursuant to Section
5.3(m).

8.3 GOVERNMENT CONSENTS. The Buyer shall use its best efforts to obtain
all licenses, permits and other authorizations from all governmental agencies
having jurisdiction over the Facilities that are necessary for the Buyer's
operation and occupancy thereof, on or before the Closing Date.

8.4 NON-GOVERNMENT CONSENTS. Each of the Buyer and the Seller shall use
its respective best efforts to obtain, to the extent necessary under any
agreements or instruments to which it is a party, appropriate consents in
writing to the transactions contemplated by this Agreement and such amendments,
assignments or modifications of such documents as may be reasonably required in
order that the transactions contemplated hereby will not result in any default
or penalty thereunder or termination or adverse modification thereof. Neither
the Buyer nor the Seller shall be in default under this Agreement for failure to
obtain such consents after using its best efforts to do so.

8.5 TAXES, RECORDING CHARGES AND PRE-CLOSING EXPENSES. The Buyer and the
Seller shall share equally all sales, use, transfer or other taxes due or
imposed upon or in connection with the sale of the Assets (other than income
taxes) under this Agreement at the time such taxes shall become due and payable;
PROVIDED, HOWEVER, that any such taxes due and payable in respect of any
vehicles to be conveyed by the Seller to the Buyer pursuant to Sections
3.1(a)(vi) and 3.1(b)(vi) shall be paid by the Buyer. The Buyer shall pay all
recording charges and fees with respect to the transfer of the Assets from the
Seller to the Buyer. The Seller assumes any and all liabilities for taxes and
deficiencies (including without limitation real property taxes) that accrue with
respect to the Assets prior to the Closing Date and the Buyer assumes any and
all liabilities for taxes and deficiencies (including without limitation real
property taxes) that accrue with respect to the Assets from and after the
Closing Date. The Buyer and the Seller shall pro rate all real property taxes,
rents, license fees, contract charges, utilities and other customarily adjusted
expenses incurred in the ordinary course of business at the Facilities that have
accrued as of the

Closing Date. The Buyer and the Seller shall reimburse each other for such
expenses as soon as practicable after the Closing Date. Notwithstanding the
foregoing, neither the Seller nor the Buyer shall receive reimbursement for any
fees, charges or expenses incurred in obtaining any registrations, permits or
licenses required pursuant to any Environmental Laws.

8.6 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The Seller shall not at
any time after the date hereof divulge, furnish or make accessible to anyone any
knowledge or information with respect to confidential or secret processes,
inventions, discoveries, improvements, formulae, plans, material, devices or
ideas or know-how, whether patentable or not, with respect to any confidential
or secret aspects of the Facilities' business (including, without limitation,
customer lists, supplier lists and pricing arrangements with customers or
suppliers) and the Seller shall cooperate with the Buyer in preserving such
confidential or secret aspects of the Facilities' business; PROVIDED, HOWEVER,
that nothing herein shall prohibit the Seller from complying with any order or
decree of any court of competent jurisdiction or governmental authority, but the
Seller shall give the Buyer timely notice of the receipt of any such order or
decree and the foregoing provision shall not apply to any information which is
or becomes generally available to the public through no breach of this
Agreement.

8.7 FURTHER ASSURANCES; COOPERATION. Subject to the provision of Article
X hereof:

(a) From time to time at the Buyer's request and without further
consideration, the Seller shall (and shall cause its officers, directors,
employees, affiliates and agents to) execute and deliver such other
instruments of conveyance, transfer and assignment or take such other
action as the Buyer may reasonably request more effectively to convey,
transfer to and vest in the Buyer and to put the Buyer in possession and
operating control of all or any part of the Assets, including, without
limitation, cooperating with and assisting the Buyer in the prosecution of
any claims and in the implementation of various administrative systems in
connection with the operation of the Facilities.

(b) For a period of three years after the Closing Date, the Seller
and the Buyer shall fully cooperate and assist each other in connection
with the investigation, prosecution, defense, conduct and settlement of all
claims, suits and proceedings, whether arising before or after the Closing
Date, involving the Buyer or the Seller, relating to the Assets. Such
cooperation and assistance shall include, without limitation, making
available for reasonable periods of time during normal business hours the
time of those employees whose assistance is reasonably necessary or
required in connection with the investigation, prosecution, defense,
conduct or settlement of such claims, suits and proceedings; PROVIDED,
HOWEVER, that the party requesting such assistance shall reimburse the
other for reasonable costs to compensate for time spent by such employees
and reasonable out-of-pocket costs and expenses (including without
limitation, transportation, meals and lodging expenses incurred by such
employees).

8.8 FINISHED GOODS. All inventories of finished waxes, lube base oils,
motor oil, gasoline, diesel fuel, kerosene and mineral seal oil at the
Facilities as of the opening of business on the Closing Date shall be and remain
the property of the Seller; PROVIDED, HOWEVER, that the Seller may leave such
finished goods at the Facilities for a period not to exceed 180 days after the
Closing Date. The Seller shall bear the risk of loss of these inventories and
shall pay all applicable third party charges, all costs for storage and handling
incurred by the Buyer and all costs to remove such goods from the Facilities,
all as set forth on Schedule 8.8 hereto. The Buyer shall exercise reasonable
care over the Seller's goods stored at the Facilities.

8.9 TERMINAL ARRANGEMENTS. The Seller agrees that the Buyer may take
delivery of orders for raw slack wax and raw slack petrolatum purchased from
third party suppliers at the Seller's Congo, West Virginia Refinery (the "Congo
Refinery"). The Buyer may store each such delivered order of raw slack wax and
raw slack petrolatum at the Seller's Congo Refinery for a period of 90 days from
the Closing. The Buyer may not store an aggregate total of more than 10,000
barrels of raw slack wax and raw slack petrolatum at the Congo Refinery at any
one time. The Buyer shall bear the risk of loss of such goods and shall pay all
applicable third party charges, all costs for storage and handling incurred by
the Seller and all costs to remove such goods from the Congo Refinery, all as
set forth in Schedule 8.8 attached hereto. The Seller shall exercise reasonable
care over the Buyer's goods stored at the Congo Refinery.

8.10 CONTACTS WITH CUSTOMERS. The Seller agrees to use its reasonable
efforts to introduce the Buyer to the lube base oil customers of the Seller and
shall, for a period of one month following the Closing Date and at no additional
cost to the Buyer, use its best efforts to assist the Buyer in selling all of
the lube base oils produced at the Facilities. Notwithstanding the foregoing,
the Seller shall be under no obligation hereunder to ensure that the Buyer has
an adequate customer base in connection with the Buyer's operation of the
Facilities. For a period of one year commencing 31 days after the Closing Date,
the Seller shall act as the Buyer's agent for the sale of the Buyer's "125 vis
neutral" lube base oil for a fee of $.005 per gallon and shall use its best
efforts to assist the Buyer in selling such product so long as the Buyer
continues to manufacture such product in accordance with the Seller's February,
1990 specifications therefor.

8.11 SATISFACTION OF EMPLOYEE OBLIGATIONS. As of the Closing Date, the
Seller shall have discharged, paid or satisfied, to the extent due and payable
prior to the Closing Date, all obligations through and including the date
immediately preceding the Closing Date to the employees of the Seller in
connection with the business associated with the Facilities for salaries, wages,
accrued vacation pay and all employee benefits, including but not limited to
benefits or rights under any pension plan covering such employees. The Buyer
shall not assume any liability with respect to such amounts notwithstanding the
fact that it may employ after the Closing Date all or substantially all of such
employees.

8.12 DISTRIBUTIONS TO EMPLOYEES BY THE SELLER. The Seller shall not
distribute to any employee of the Seller employed at the Facilities amounts
attributable to contributions made to the Quaker State Thrift and Stock Purchase
Plan if such distribution would adversely affect the qualified status of such
plan under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code") or the exempt status of the trust forming part of such plan under
Section 501(a) of the Code.

8.13 TITLE AND SURVEY REVIEW. The Buyer has ordered from the Title
Insurer title reports (the "Title Reports") and surveys (the "Surveys") for the
▇▇▇▇▇▇ and Emlenton Real Property. If there are any title exceptions with
respect to the ▇▇▇▇▇▇ and Emlenton Real Property other than the Permitted
Exceptions set forth on Schedule 6.5(a) hereto which the Seller has not removed
by the Closing Date (and the Seller hereby agrees to cure and

remove any monetary encumbrances which the Seller has caused or permitted to be
placed on the Real Property), then the Buyer shall have the right to terminate
this Agreement and neither party shall have any further rights or obligations
hereunder. The Buyer shall be conclusively deemed to have waived any title
exceptions with respect to the ▇▇▇▇▇▇ and Emlenton Real Property (including, but
not limited to, Permitted Exceptions which remain as of the Closing Date) by
consummating the transactions contemplated by this Agreement to occur on the
Closing Date.

ARTICLE IX

INDEMNIFICATION

9.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. Except as set
forth in Article X hereof, all representations, warranties and covenants
(including obligations to indemnify hereunder) of the parties made in this
Agreement or as provided herein shall survive the Closing Date for a period of
four years from the Closing Date; PROVIDED, HOWEVER, that if a valid claim
arises hereunder in respect of a representation, warranty or covenant and a
notice of such claim is given prior to the expiration of such four-year period,
then such representation, warranty or covenant shall not terminate with respect
to such claim until indemnification with respect thereto (if any is owing) shall
have been made in accordance with the provisions of this Agreement or shall have
been judicially determined not to be owing and such determination is final and
not appealable; PROVIDED, FURTHER, that a general notice of a reservation of
rights shall not be sufficient for purposes of tolling such four-year period.
Notwithstanding anything to the contrary herein, the representations and
warranties set forth in Section 6.5 hereof shall not survive the Closing Date.

9.2 AGREEMENT TO INDEMNIFY; MINIMUM OBLIGATION. Except as set forth in
Article X hereof, each party (an "Indemnifying Party") shall indemnify, defend
and hold harmless the other party and its directors, officers, employees,
affiliates, lenders and other assigns (an "Indemnified Party") from and against
and in respect of any and all losses, liabilities, damages, deficiencies, costs
or expenses (including, but not limited to, interest, penalties and attorneys'
fees and disbursements) (each, a "Loss" and collectively, the "Losses") based
upon, arising out of or otherwise in respect of any inaccuracy in or breach of
any representation, warranty,

covenant or agreement of the Indemnifying Party contained in this Agreement;
PROVIDED, HOWEVER, that in the case of any such breach of representation,
warranty, covenant or agreement, no such indemnification right shall give rise
to a liability of the Indemnifying Party for any individual Loss which is less
than $10,000; and PROVIDED, FURTHER, that the Indemnifying Party shall have no
obligation to indemnify the Indemnified Party until the aggregate amount of all
Losses asserted by the Indemnified Party against the Indemnifying Party shall
exceed $100,000.

9.3 NOTICE OF ASSERTED LIABILITY. Promptly after receipt of notice of any
demand, claim or circumstance which, with or without the lapse of time, would
give rise to a claim or the commencement of any action, proceeding or
investigation (an "Asserted Liability") that may result in a Loss, the
Indemnified Party shall give notice thereof (the "Claims Notice") to the
Indemnifying Party. The Claims Notice shall describe the Asserted Liability in
reasonable detail and shall indicate the amount (estimated, if necessary) of the
Loss that has been or may be suffered by the Indemnified Party.

9.4 TIME LIMITATION. The Indemnifying Party shall have no obligation to
indemnify the Indemnified Party with respect to any Loss or Asserted Liability
unless the Indemnified Party delivers to the Indemnifying Party a Claims Notice
with respect thereto within four years following the Closing Date. No general
or generic Claims Notice shall be sufficient to toll the above time limitation.

9.5 OPPORTUNITY TO DEFEND. The Indemnifying Party may elect to compromise
or defend, at its own expense and by its own counsel if approved by the
Indemnified Party (such approval not to be unreasonably withheld), any Asserted
Liability. If the Indemnifying Party elects to compromise or defend such
Asserted Liability, it shall within 30 days of the Claims Notice (or sooner, if
the nature of the Asserted Liability so requires) notify the Indemnified Party
of its intent to do so, and. the Indemnified Party shall cooperate, as requested
by and at the expense of the Indemnifying Party, in the compromise of, or
defense against, such Asserted Liability and the parties agree to give each
other full access to all information relevant thereto and reasonable access to
each other's employees during normal business hours, upon reasonable notice. If
the Indemnifying Party elects not to compromise or defend the Asserted
Liability, fails to notify the Indemnified Party of its election as herein
provided or contests its obligation to indemnify

under this Agreement, the Indemnified Party may pay, compromise or defend such
Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying
Party nor the Indemnified Party may settle or compromise any claim over the
objection of the other; PROVIDED, HOWEVER, that consent to settlement or
compromise shall not be unreasonably withheld. In any event, the Indemnified
Party and the Indemnifying Party may participate, at their own expense, in the
defense of such Asserted Liabilities.

ARTICLE X

ENVIRONMENTAL MATTERS

10.1 COVENANTS OF THE SELLER.

(a) The Seller shall cooperate with and assist the Buyer, as
required, in the transfer or issuance of all permits and licenses required by
the Environmental Laws for the operation of the Facilities.

(b) The Seller shall provide the Buyer with copies of all notices and
information relating to the Facilities provided to federal, state or local
governmental agencies pursuant to Title III of the Superfund Amendments and
Reauthorization Act (42 U.S.C. SECTION 11101, ET SEQ.).

(c) The Seller shall initiate prior to Closing and thereafter
complete as soon as practicable closure of all current "Interim Status"
Hazardous Waste treatment, storage and Disposal facilities which are part of the
Assets, including but not limited to,

(i) withdrawal of all RCRA Part B permit applications,

(ii) removal from the Facilities and Disposal of any Hazardous
Wastes being stored at the time of Closing,

(iii) closure of all drum storage facilities, and

(iv) obtaining and maintaining all related Financial
Responsibility associated with closure and post-closure of the foregoing.

(d) The Seller agrees to undertake all Remedial Work as requested by
▇▇▇▇▇ subject to the provisions of Section 10.4 hereof.

(e) The Seller agrees to provide reasonable notice to the Buyer
of:

(i) its intention to undertake any Remedial Work;

(ii) any Remedial Work which might result in any
interference to or disturbance of the Buyer's
business;

(iii) any meetings with Regulatory Authorities concerning
Remedial Work at the Facilities; and

(iv) any information that a Regulatory Authority or other
third party is considering or intends to bring any
claim or cause of action against the Buyer and/or the
Seller including, but not limited to, administrative
or judicial enforcement actions pursuant to any
Environmental Law, any citizen suit pursuant to any
Environmental Law or any common law claim alleging a
violation of Environmental Laws or Disposal of
Hazardous Materials before the Closing Date.

(f) The Seller agrees to provide the Buyer with copies of all
reports, data, writings or other communications which directly concern the
Remedial Work, except any document which is covered by the attorney-client
privilege or constitutes attorney work product protected by the federal or
state rules of civil procedure, the disclosure of which would materially
adversely affect the Seller's interests solely with respect to third
parties.

(g) The Seller agrees that the Buyer shall have the opportunity to
observe all Remedial Work at the Facilities and, at its own expense, to
obtain splits of any samples taken by the Seller during the conduct of the
Remedial Work, provided, however, that the performance of Remedial Work by
the Seller shall not be delayed due to the Buyer's unavailability.

(h) The Seller agrees to use only those engineering and consulting
firms to perform Remedial Work that have been approved by the Buyer, such
approval not to be unreasonably withheld. The Seller agrees that all
engineering and consulting firms engaged by the Seller to perform Remedial
Work shall have in full force and effect policies of insurance insuring
against such damages, losses and costs and in such amounts as are standard
in the industry.

(i) The Seller shall use its best efforts to minimize disruption of
the Buyer's operations while performing any Remedial Work at the
Facilities.

(j) The Seller shall comply with all applicable Environmental Laws in
conducting any Remedial Work at the Facilities.

(k) The Seller shall provide the Buyer with true copies of all
documents relating to the Policies (as that term is defined in Section 10.6
hereof) within 10 days after the Seller first gives or receives any notice
from the Buyer pursuant to the terms of this Article X.

10.2 COVENANTS OF THE BUYER.

(a) The Buyer shall use its best efforts to effectuate the transfer
or reissuance, as the case may be, of all permits and licenses required by
the Environmental Laws for the operation of the Facilities.

(b) The Buyer shall provide the Seller with copies of all notices and
information relating to the Facilities provided to federal, state or local
government agencies pursuant to Title III of the Superfund Amendments and
Reauthorization Act (42 U.S.C. Section 1101, et seq.).

(c) The Buyer shall conduct all management and Disposal of Hazardous
Materials generated by the Buyer during manufacturing and refining
processes at the Facilities after the Closing Date in accordance with
Environmental Laws.

(d) Except as set forth in Section 10.3 hereof, the Buyer shall be
responsible for all Maintenance Work after the Closing Date.

(e) The Buyer agrees to use only those engineering and consulting
firms to perform Remedial Work that have been approved by the Seller, such
approval not to be unreasonably withheld.

(f) The Buyer agrees to provide the Seller with copies of all
reports, data, writings or other communications which directly concern the
Remedial Work except any document which is covered by the attorney-client
privilege or constitutes attorney work product protected by the federal or
state rules of civil procedure, the disclosure of which would materially
adversely affect the Buyer's interests solely with respect to third
parties.

(g) The Buyer agrees that the Seller shall have the opportunity to
observe all Remedial Work at the Facilities and, at its own expense, to
obtain splits of any samples taken by the Buyer during conduct of the
Remedial Work, provided, however, that the performance of Remedial Work by
the Buyer shall not be delayed due to the Seller's unavailability.

(h) The Buyer agrees to provide reasonable notice to the Seller of:

(i) its intention to undertake any Remedial Work;

(ii) any meetings with Regulatory Authorities concerning
Remedial Work at the Facilities;

(iii) any information that a Regulatory Authority or other third
party is considering or intends to bring any claim or cause
of action against the Buyer and/or the Seller including,
but not limited to, administrative or judicial enforcement
actions pursuant to any Environmental Law, any citizen suit
pursuant to any Environmental Law or any common law claim
alleging a violation of Environmental Laws or disposal of
Hazardous Materials before the Closing Date;

(iv) the release of a Hazardous Material which must be reported
by the Buyer, its employees or agents to federal, state or
local authorities pursuant to any Environmental Laws and the
release of petroleum or petroleum products in excess of 100
gallons which is not required to be reported to federal,
state or local authorities, such notices to be given
verbally to a person designated in advance by the Seller to
be followed by written notice within 10 days thereafter; and

(v) its intention to sell or transfer either or both of the
Facilities and the identity of the prospective Buyer, such
notice shall be given at least 90 days prior to consummation
of a sale or transfer.

(i) The Buyer shall notify Regulatory Authorities of all releases of
Hazardous Materials at the Facilities as required by any Environmental Law.

(j) The Buyer shall make available to the Seller any records of
spills that are prepared by the Buyer.

(k) The Buyer shall be responsible for all violations by the Buyer of
Environmental Laws which occur after the Closing Date, including, but not
limited to, all civil penalties and modifications arising thereunder not
otherwise the responsibility of the Seller pursuant to Section 10.4(b)(i)
hereof.

(l) The Buyer shall not communicate directly or indirectly with
Regulatory Authorities, including submitting test results to Regulatory
Authorities, for the purpose of accelerating the Seller's or the Buyer's
responsibility to perform Remedial Work. Notwithstanding the foregoing
sentence, the Buyer shall not be precluded from making any communication or
taking any action required by law.

(m) The Buyer shall comply with all applicable federal, state and
local laws and regulations pertaining to the conduct of Remedial Work in
conducting any Remedial Work at the Facilities.

(n) The Buyer shall:

(i) allow the Seller and all engineering and consulting firms
selected by the Seller and approved by the Buyer to conduct
Remedial Work free from unreasonable interference, demands,
eviction, or disturbances by the Buyer;

(ii) cooperate and assist the Seller and any engineering and
consulting firms selected by the Seller and approved by the
Buyer if the Seller is conducting Remedial Work; and

(iii) not use any portion of the Facilities in any manner that
would adversely affect any remedial measure (including any
monitoring system) installed pursuant to this Agreement.

10.3 CERTAIN UNDERSTANDINGS REGARDING REMOVAL AND DISPOSAL OF HAZARDOUS
WASTES AFTER CLOSING. In the case where Hazardous Wastes are accumulating in
active units and continue to accumulate in such units following the Closing, at
such time subsequent to Closing as such accumulation is removed and Disposed of,
the Buyer and the Seller shall equally divide responsibility for the cost of the
first such removal and Disposal. The Buyer shall be responsible for the cost of
any subsequent removal and Disposal of Hazardous Wastes from such units.

10.4 INDEMNIFICATION FOR ENVIRONMENTAL MATTERS.

(a) SURVIVAL OF COVENANTS AND
INDEMNIFICATIONS.

(i) All covenants contained in this Article X shall survive for
20 years after the Closing Date;

(ii) all indemnifications for Remedial Work shall survive for 20
years after the Closing Date;

PROVIDED, HOWEVER, that if a valid claim arises hereunder in respect of a
covenant and a notice of such claim is given prior to the expiration of
such 20-year period, then such covenant shall not terminate with respect to
such claim until indemnification with respect thereto (if any is owing)
shall have been made in accordance with the provisions of this Agreement or
shall have been judicially determined not to be owing and such
determination is final and not appealable; PROVIDED, FURTHER, that a
general notice of a reservation of rights shall not be sufficient for
purposes of tolling such 20-year period.

(b) THE SELLER'S INDEMNIFICATION OBLIGATIONS. The Seller shall
indemnify, defend and hold harmless the Buyer, its officers, directors,
employees, affiliates and agents, for

(i) COMPLIANCE COSTS. All Compliance Costs, which include:

[x] civil penalties for violations of Environmental Laws which
occurred before the Closing Date and civil penalties for
violations of Environmental Laws which existed on the
Closing Date and continue thereafter, but only for the
period up to 180 days after Closing; and

[y] the cost of all modifications necessary to achieve
compliance with all Environmental Laws as of the Closing
Date including, but not limited to, repairs or renovation of
existing equipment or purchase and installation of new
equipment necessary to achieve compliance with applicable
Environmental Laws effective on the Closing Date.

(ii) OFF-SITE DISPOSAL COSTS. Any costs expended or liabilities
associated with any Disposal of wastes at locations other than
the Facilities by the Seller, whether such wastes were generated
from the Facilities or from elsewhere. Such costs and liabilities
shall include, but not be limited to, liabilities under any
Environmental Law and any state analogue.

(iii) REMEDIAL COSTS.

[x] Fifty percent (50%) of the first $10,000,000 of Remedial
Costs incurred, and

[y] one hundred percent (100%) of all Remedial Costs incurred
thereafter prior to the twentieth anniversary of the Closing
Date, and

[z] Remedial Costs incurred subsequent to the twentieth
anniversary of the Closing Date shall be borne by the Buyer
and the Seller in a manner to be determined in accordance
with the law in effect at such time.

PROVIDED, HOWEVER, that the Seller shall have no obligation with respect to
Remedial Costs incurred as a result of the negligent performance of
Remedial Work by or on behalf of the Buyer; and PROVIDED, FURTHER, that the
Seller shall have no obligation to indemnify the Buyer for reasonable
disruptions or interferences with the operations of the Buyer's business
reasonably incurred as a result of the performance of Remedial Work by the
Seller in accordance with the provisions of this Agreement.

(iv) GENERAL INDEMNITY. Any costs associated with any claims, causes
of action, damages, liabilities or expenses including reasonable
attorneys' fees, to the extent such claims, causes of action,

damages, liabilities and expenses result from the Seller's
operation of the Facilities prior to the Closing Date.

(c) THE BUYER'S INDEMNIFICATION OBLIGATIONS. The Buyer shall indemnify,
defend and hold harmless the Seller, its officers, directors, employees,
affiliates and agents, for:

(i) REMEDIAL COSTS.

[x] Fifty percent (50%) of the first $10,000,000 of the
Remedial Costs incurred prior to the twentieth
anniversary of the Closing Date, and

[y] Remedial Costs incurred subsequent to the twentieth
anniversary of the Closing Date shall be borne by the
Buyer and Seller in a manner to be determined in
accordance with the law in effect at such time.

PROVIDED, HOWEVER, that the Buyer shall have no obligation with respect to
Remedial Costs incurred as a result of the negligent performance of Remedial
Work by or on behalf of the Seller.

(ii) GENERAL INDEMNITY. Any costs associated with any claims,
causes of action, damages, liabilities or expenses,
including reasonable attorneys' fees, which result from the
Buyer's operation of the Facilities subsequent to the
Closing Date.

(d) INDEMNIFICATION PROCEDURES.

(i) If it is determined that Remedial Work is required at the Facilities,
the Buyer may either perform such Remedial Work itself or else notify
the Seller to do so. If the Buyer so notifies the Seller, then the
Seller shall acknowledge the receipt of such

notice within 15 days, initiate Remedial Work within 45 days or within
such other time as required by any Regulatory Authority with
jurisdiction over such Remedial Work, whichever time is less, and
cause such Remedial Work to be completed with reasonable diligence.

(ii) If the Seller initiates and completes the Remedial Work in compliance
with the requirements of Section 10.4(d)(i) hereof and the total cost
of Remedial Work has not yet exceeded $10,000,000, the Seller shall
notify the Buyer of the Buyer's obligation to indemnify the Seller for
fifty percent (50%) of the Remedial Costs incurred.

(iii) In the event any obligation to indemnify the Seller pursuant to
Section 10.4(c)(i) hereof arises, the Buyer shall have the right to
satisfy any such obligation to indemnify the Seller pursuant to
Section 10.4(c)(i) hereof by the issuance of one or more subordinated
promissory notes of the Buyer (the "Environmental Notes"),
substantially in the form of Exhibit E attached hereto.

If the Seller defaults on its obligation under this Agreement to
undertake Remedial Work when requested by the Buyer to do so, the
Buyer shall have the right to perform such Remedial Work and the Buyer
shall have the further right to redeem any of the Buyer's promissory
notes held by the Seller at face value to the full extent of Seller's
share of such Remedial Costs; PROVIDED, HOWEVER, the Seller shall
remain liable to the Buyer for any shortfall between the Seller's
share of such Remedial Costs and the face value of such redeemed
promissory notes.

If the Buyer elects to perform Remedial Work without requesting the
Seller to do so and the Buyer initiates and completes the Remedial
Work, it shall notify the Seller of the Seller's obligation to
indemnify the Buyer for the Seller's share of the Remedial Costs as
set forth in Section 10.4(b)(iii).

(vi) The Buyer and the Seller shall be required to maintain such records
and documents as are reasonably required to substantiate the amount of
any claim which any party may have against the other party for
indemnification pursuant to this Section 10.4, including, without
limitation, contractors' invoices with appropriate documentary
support.

(vii) Remedial Costs shall be deemed incurred when the Remedial Work
giving rise to such Remedial Costs is performed and invoiced. In
the event Remedial Work is commenced prior to the twentieth
anniversary of the Closing Date, but would not be completed until
after the twentieth anniversary of the Closing Date, then the
Remedial Costs incurred in connection with such Remedial Work
shall, for purposes of this Section 10.4, be deemed to have been
incurred prior to the twentieth anniversary of the Closing Date.

(e) NOTICE OF ENVIRONMENTAL CLAIM. Promptly after receipt of notice
of any demand, claim or circumstance which, with or without the lapse of
time, would give rise to a claim or the commencement of any action,
proceeding or investigation (an "Environmental Claim") that may result in a
loss, liability, damages, deficiencies, costs or expenses for which
indemnification is provided under Section 10.4(b) or (c) hereof (an
"Environmental Loss"), the party to be indemnified (the "Indemnitee") shall
give notice thereof (the "Environmental Notice")

to the party which is required to indemnify the Indemnitee (the
"Indemnitor"). The Environmental Notice shall describe the Environmental
Claim in reasonable detail and shall indicate the amount (estimated, if
necessary) of the Environmental Loss that has been or may be suffered by
the Indemnitee.

(f) OPPORTUNITY TO DEFEND. The Indemnitor may elect to compromise,
or defend at its own expense and by its own counsel, if approved by the
Indemnitee pursuant to this Section 10.4 (such approval not to be
unreasonably withheld), any Environmental Claim. If the Indemnitor elects
to compromise or defend any such Environmental Claim, it shall, within 30
days of the Environmental Notice (or sooner, if the nature of such
Environmental Claim so requires), notify the Indemnitee of its intent to do
so, and the Indemnitee shall cooperate, as requested by and at the expense
of the Indemnitor, in the compromise of, or defense against, such
Environmental Claim and the parties agree to give each other full access to
all information relevant thereto and reasonable access to each other's
employees during normal business hours, upon reasonable notice. If the
Indemnitor elects not to compromise or defend the Environmental Claim,
fails to notify the Indemnitee of its election as herein provided or
contests its obligation to indemnify under this Section 10.4(f), the
Indemnitee may pay, compromise or defend such Environmental Claim.
Notwithstanding the foregoing, neither the Indemnitor nor the Indemnitee
may settle or compromise any claim over the objection of the other;
PROVIDED, HOWEVER, that consent to settlement or compromise shall not be
unreasonably withheld. In any event, the Indemnitee may participate, at
its own expense, in the defense of such Environmental Claims.

10.5 SOLE AND EXCLUSIVE REMEDY. This Agreement sets forth the sole and
exclusive remedies of the Buyer and the Seller with respect to liability
relating to the Environmental Laws. Except as specified in this Agreement, the
Buyer and Seller agree to waive and release with respect to Environmental Laws
any other remedies, claims or causes of action which each may have against the
other, including, but not limited to, statutory remedies, claims or causes of
action, such as those created by CERCLA or similar state laws and any remedies,
claims or causes of action pursuant to common law, including, but not limited
to, contribution, strict liability, negligence, trespass or nuisance.

10.6 CERTAIN UNDERSTANDINGS WITH RESPECT TO PRE-EXISTING INSURANCE
POLICIES.

(a) Each of the Seller and the Buyer shall promptly notify the other party
hereto if it determines that there is any possibility of recovering any Remedial
Costs under any comprehensive general insurance policies (the "Policies") of the
Seller that were at any time applicable to the Facilities. If the Seller elects
to seek recovery of any Remedial Costs pursuant to a Policy, the Seller shall
promptly notify the Buyer. Within 30 days of receipt of such notice, the Buyer
shall notify the Seller whether it elects to participate in seeking such
recovery. If the Buyer elects to participate in seeking such recovery, the
Buyer and the Seller shall share equally (i) in all reasonable costs or expenses
(including without limitation attorneys' fees and disbursements) (the "Insurance
Litigation Expenses") and (ii) in all amounts recovered under the Policies,
provided that the amount of the recovery allocated to the Buyer shall not exceed
the sum of (x) its share of the Insurance Litigation Expenses, and (y) the
difference between (A) the aggregate amount of all Remedial Costs and Compliance
Costs and (B) all payments actually made by the Seller as of the date of such
recovery pursuant to this Article X. Any amounts so allocated to the Buyer
shall be credited against its obligation to indemnify the Seller for Remedial
Costs pursuant to Section 10.4(c)(i).

(b) If the Seller elects not to seek recovery under the Policies for a
claim which the Buyer wishes to pursue, the parties will submit to a mutually
acceptable arbitrator the question of whether a claim for recovery under the
applicable Policies is well grounded in fact and in the Policies and is
warranted by existing law or by a good faith argument for the extension,
modification, or reversal of existing law. The arbitrator's decision shall be
final and binding on the parties and may be confirmed in any court of competent
jurisdiction. If the arbitrator determines that the claim for recovery
satisfies this standard, the Seller shall assign all of its rights under the
applicable Policies to the Buyer; PROVIDED, HOWEVER, that if such rights are
unassignable, the Seller shall do all things necessary to perfect the claims
that the Buyer elects to pursue under the Policies, including without limitation
the prosecution of any lawsuits. The Seller shall not consent to the entry of
any judgment or enter into any settlement of such lawsuits without the consent
of the Buyer. The Seller and the Buyer shall divide all arbitration expenses
equally. The Buyer shall bear all Insurance Litigation Expenses arising from
the Buyer's

subsequent pursuit of claims under the Policies; provided, however, that if the
Seller elects at any time to participate in the pursuit of such claims, the
Insurance Litigation Expenses in their entirety will be allocated pursuant to
the provisions of Section 10.6(a).

ARTICLE XI

CONDITIONS OF CLOSING

11.1 CONDITIONS TO OBLIGATIONS OF BUYER. The obligation of the Buyer to
consummate the transactions contemplated by this Agreement on the Closing Date
are expressly subject to the fulfillment, or the written waiver by the Buyer, on
or prior to the Closing Date, of each of the following conditions:

(a) REPRESENTATIONS AND WARRANTIES TRUE AT THE CLOSING DATE. Each
representation and warranty of the Seller contained in this Agreement or in
any certificate or document delivered to the Buyer pursuant hereto shall be
deemed to have been made again on and as of the Closing Date and shall then
be true and correct in all material respects and, on the Closing Date,
the Seller shall have delivered to the Buyer a certificate of an authorized
officer of the Seller to such effect.

(b) SELLER'S PERFORMANCE. Each of the obligations of the Seller to
be performed on or before the Closing Date, pursuant to the terms of this
Agreement, shall have been duly performed in all material respects by the
Closing Date, and on the Closing Date the Seller shall have delivered to
the Buyer a certificate of an authorized officer of the Seller to such
effect.

(c) OPINION OF SELLER'S COUNSEL. The Seller shall have delivered to
the Buyer an opinion, dated the Closing Date and addressed to the Buyer, of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Senior Corporate Counsel to the Seller, in the form set
forth as Exhibit F hereto.

(d) INSTRUMENTS OF CONVEYANCE AND TRANSFER. The Seller shall have
delivered to the Buyer such deeds, bills of sale, endorsements,
assignments, leases, subleases, options and other good and sufficient
instruments of assignment, conveyance and transfer, sufficient to sell,
assign, transfer, convey and deliver the Assets to the Buyer in accordance
with the terms and conditions of this Agreement.

(e) CONSENTS AND APPROVALS. All material authorizations, consents,
waivers and approvals required under this Agreement and such other
authorizations, consents, waivers and approvals as are set forth in the
Schedules and Exhibits attached hereto shall have been duly obtained;
PROVIDED, HOWEVER, that in the event the Seller is unable to obtain any
consent to the assignment of a lease, contract, easement, right of way, or
rail crossing agreement, the Seller may in lieu thereof deliver a sublease
between the Seller and the Buyer conveying substantially the same rights
and benefits to the Buyer.

(f) NO LITIGATION. On the Closing Date, there shall not be pending
or threatened any proceeding seeking to enjoin or to recover damages in
connection with the transactions contemplated by this Agreement, or any
proceeding which could reasonably be expected to have a material adverse
effect on the business of the Facilities.

(g) TITLE INSURANCE. The Title Insurer shall have issued to the
Buyer an owner's policy of title insurance to it as the fee owner of the
▇▇▇▇▇▇ and Emlenton Real Property, in an amount equal to $62,250,000 and
showing no exceptions to title other than the Permitted Exceptions.

(h) FINANCING. The Buyer shall have arranged for adequate financing
to purchase the Assets on terms and conditions reasonably satisfactory to
the Buyer.

(i) RECORDS. The Seller shall have delivered to the Buyer true and
correct copies of all records and documents to the extent required by
Section 5.3(m).

11.2 CONDITIONS TO OBLIGATIONS OF THE SELLER. The obligation of the Seller
to consummate the transactions contemplated by this Agreement on the Closing
Date is expressly subject to the fulfillment, or the written waiver by the
Seller, on or prior to the Closing Date, of each of the following conditions:

(a) REPRESENTATIONS AND WARRANTIES TRUE AT THE CLOSING DATE. Each
representation and warranty of the Buyer contained in this Agreement or in
any certificate or document delivered to the Seller

pursuant hereto shall be deemed to have been made again at and as of the
Closing Date and shall then be true and correct in all material respects,
and on the Closing Date the Buyer shall have delivered to the Seller a
certificate of an authorized officer of the Buyer to such effect.

(b) BUYER'S PERFORMANCE. On or before the Closing Date, the Buyer
shall have duly performed in all material respects all obligations required
to be performed by it on or before the Closing Date, and on the Closing
Date the Buyer shall have delivered to the Seller a certificate of an
authorized officer of the Buyer to such effect.

(c) OPINION OF ▇▇▇▇▇'S COUNSEL. The Buyer shall have delivered to
the Seller an opinion, dated the Closing Date and addressed to the Seller,
of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Buyer, in the form set forth as
Exhibit G hereto.

(d) APPROVALS. All material authorizations, consents, waivers and
approvals required under this Agreement and such other authorizations,
consents, waivers and approvals as are set forth in the Schedules and
Exhibits attached hereto shall have been duly obtained.

(e) NO LITIGATION. On the Closing Date, there shall not be pending
or threatened any proceeding seeking to enjoin or to recover damages in
connection with the transactions contemplated by this Agreement.

ARTICLE XII

MISCELLANEOUS

12.1 NOTICES. Any notice or other communication required by, or which may
be given pursuant to, this Agreement shall be in writing and either personally
delivered or mailed, certified or registered mail, postage prepaid, return
receipt requested, or transmitted by facsimile, and shall be deemed given when
received. Any such notice or communication shall be sent to the address set
forth below:

If to the Buyer, to: Petrowax PA Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

with a copy to: ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

If to the Seller, to: Quaker State Corporation
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Any party may change the persons and addresses to which notices or other
communications are to be sent to it by giving written notice of any such change
to the other party hereto.

12.2 HEADINGS. The headings contained in this Agreement are inserted for
convenience of reference only and shall not affect the meaning or interpretation
of this Agreement.

12.3 ENTIRE AGREEMENT: AMENDMENTS. This Agreement, together with the
Exhibits and Schedules attached hereto (which are made a part of this
Agreement), (i) constitutes the entire agreement among the parties hereto with
respect to the purchase and sale of the Assets and supersedes all prior oral and
written and all contemporaneous oral agreements and understandings; and (ii) may
not be amended, modified or discharged, nor may any of its terms be waived,
except by an instrument in writing, signed by the parties hereto.

12.4 ASSIGNMENT. The Buyer shall have the right to assign this Agreement
as security to a lender, a group of lenders or any other person or entity which
provides financing with respect to the acquisition of the Assets. The Buyer and
the Seller each acknowledge and agree that their respective obligations under
Article X hereof shall survive any sale of the Facilities and further agree that
the Buyer may assign the benefit of this Agreement, including the rights under
Article X hereof, to any purchaser, transferee or assignee of one or both of the
Facilities. In the event this Agreement is assigned by the Buyer while any
amount is outstanding under the Note or any Environmental Note, then the Buyer
shall remain obligated to the Seller under the Note or any such Environmental
Note. Any such assignment by the Buyer shall not affect the rights and
obligations of the Seller under this Agreement. At such time, if any, that an
assignee seeks to enforce this Agreement, the assignee

shall accept all of the obligations of the Buyer (except the Note or any
Environmental Note issued prior to such assignment) pursuant to this Agreement.
Except as provided in this Section 12.4, this Agreement, or any part or interest
therein, may not be assigned by any party hereto without the prior written
consent of the other party, such consent not to be unreasonably withheld.
Subject to the foregoing, all of the provisions hereof shall inure to the
benefit of and be binding upon the successors and permitted assigns of the
parties.

12.5 NO WAIVER. The failure of any party at any time or times to require
performance of any provision hereof shall in no manner affect the right of such
party at a later time to enforce the same. No waiver of any nature, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be or
construed as a further or continuing waiver of any such condition or of any
breach or a waiver of any other condition.

12.6 RISK OF LOSS. The risk of loss of, and damage or injury to, the
Assets prior to the Closing hereunder by reason of any insured or uninsured
casualty shall be borne by the Seller. In the event that during the period from
the date hereof to the Closing all or any portion of the Assets are damaged or
destroyed by fire or other casualty, the Seller shall immediately notify the
Buyer in writing of such occurrence, and, upon receipt of such notice, the Buyer
may elect (a) to terminate this Agreement, in which event neither party shall
have any further rights or obligations hereunder; or (b) to consummate this
transaction, in which event (i) if the casualty is insured, the Seller shall
assign to the Buyer all insurance proceeds payable as a result of such damage or
destruction, and the Buyer shall receive a credit against the purchase price set
forth in Section 4.1 hereof in the amount of the deductible provided for in the
Seller's insurance policy or (ii) if the casualty is not insured, the Buyer
shall receive a credit against such purchase price in the amount of 125% of the
estimated cost to repair the damage. The Buyer shall have 15 days from the date
of receipt of notice of such damage or destruction within which to make the
election set forth in this Section 12.6, and a failure to make an election shall
be deemed an election to terminate this Agreement.

12.7 PRESS RELEASES. Neither the Seller nor the Buyer will issue any
press releases or public announcements regarding any of the transactions
contemplated by this Agreement except as may be approved in writing by the
parties (such approvals not to be

unreasonably withheld), or as the Seller or the Buyer may be required to make
under applicable law.

12.8 BULK SALES LAW. The Buyer and the Seller hereby waive compliance by
the Seller with the terms and conditions of any applicable bulk sales laws and
the Seller hereby agrees to indemnify the Buyer and hold it harmless against any
claims or demands (including counsel fees in contesting the same) asserted by
any creditor of the Seller against the Buyer, with respect to liabilities and
obligations not specifically assumed by the Buyer under this Agreement, for
non-compliance by the Seller or the Buyer with bulk sales laws or similar laws
that may be applicable to the sale or transfer of the Assets hereunder.

12.9 SEVERABILITY. Any provision of this Agreement which is invalid,
illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.

12.10 THIRD PARTY BENEFICIARIES. Except as provided in Section 12.4
hereof or as otherwise expressly provided in this Agreement, nothing in this
Agreement is intended to confer any rights or remedies under or by reason of
this Agreement on any persons other than the parties hereto and to their
respective successors and permitted assigns, nor is anything in this Agreement
intended to relieve or discharge the obligation or liability of any third party
to any party hereto.

12.11 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

12.12 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written by their respective duly authorized officers.

PETROWAX PA INC.

By
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
President and Chief
Executive Officer

QUAKER STATE CORPORATION

By
/s/ ▇▇▇▇ ▇. ▇▇▇▇
----------------------
▇▇▇▇ ▇. ▇▇▇▇,
Vice Chairman and
Chief Executive Officer

NY:4354E

EXHIBIT A

FORM OF

SUBORDINATED PROMISSORY NOTE

New York, New York

U.S. $10,000,000 Dated: April __, 1990

FOR VALUE RECEIVED, the undersigned ("Maker") hereby promises to pay,
in lawful money of the United States of America, Quaker State Corporation, a
Delaware corporation ("Payee"), the principal sum of Ten Million Dollars
($10,000,000), together with interest thereon from the date of this Note at the
rate of thirteen and one-half percent (13.5%) per annum until paid. Interest
shall be calculated on a year of 360 days of twelve (12) 30-day months.

Upon the expiration of the Interest Only Term (as defined herein),
one half of all accrued interest shall be paid to Payee and one half of all
accrued interest shall be capitalized and added to the principal amount owing
hereunder. During the Amortizing Term (as defined herein), Maker shall repay
the principal amount owing hereunder (as adjusted pursuant to the foregoing
sentence) and interest accrued thereon in twenty-eight (28) equal (as near as
possible) consecutive quarterly installments commencing on the first day of
the fourth month following the month in which the Amortizing Term commences
and thereafter on the first day of each succeeding third month. Any payment
received by ▇▇▇▇▇ shall be credited first to the interest then due and the
remainder to principal. Maker shall, subject to the provisions of this Note
set forth below, have the right to prepay in whole or in part the amount
owing to Payee hereunder, at any time and without penalty.

In the event payment is not timely made under this Note pursuant to
the terms set forth in the preceding paragraph for any reason (other than as a
result of an election by Maker to set-off in accordance with the terms of this
Note), interest shall accrue on the principal amount then outstanding from the
date of any such missed scheduled

payment until the date payment therefor is made, at the rate of fifteen and
one-half percent (15.5%) per annum.

The terms "Amortizing Term" and "Interest Only Term" shall have the
meanings ascribed to such terms in that certain Senior Secured Loan Agreement
(the "Senior Loan Agreement") dated as of the date hereof by and between Maker,
a wholly-owned subsidiary of U.S. Petroleum Corp., a Delaware corporation
("Guarantor"), and Sanwa Business Credit Corporation, a Delaware corporation,
as a Lender thereunder and on behalf of other Lenders to whom it may assign its
rights thereunder.

Maker shall be deemed in default hereunder if: (i) Maker fails to
make any payment to Payee of principal and/or interest when due on the
Subordinated Debt in accordance with the provisions hereof and such failure
is not cured within ten (10) days after receipt of written notice of such
nonpayment; (ii) Maker is in material default under any other obligation owed
by Maker to Payee and such default is not cured within ten (10) days after
receipt of written notice of such default; (iii) Maker is in material default
under the Senior Loan Agreement and such default is not cured within any
applicable cure period provided thereunder; and (iv) Maker files a petition
or makes a general arrangement or assignment for the benefit of creditors
under the bankruptcy laws of any applicable jurisdiction or is adjudicated
bankrupt or insolvent. Upon any occurrence and continuation of any default
this Note and all other obligations shall, subject to the provisions of this
Note set forth below, become absolute, due and payable, without demand or
notice.

Maker shall deliver to Payee: (i) as soon as available and in any
event within 90 days after the end of each fiscal year of Maker, a balance sheet
of Maker as a separate entity as of the end of such fiscal year and the related
statements of income and statements of cash flows as a separate entity for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year (where applicable), all reported on by the Maker's then
currently engaged firm of independent certified public accountants; and (ii) as
soon as available and in any event within 45 days after the end of each of the
first three quarters of each fiscal year of Maker, a balance sheet of Maker as a
separate entity for such quarter and the related statements of income and
statements of cash flows as a separate entity for such quarter and for the
portion of Maker's fiscal year ended at the end of such quarter, setting forth
in each case in comparative form the figures for the corresponding quarter and
the corresponding portion of Maker's previous fiscal year, all certified
(subject to

normal year-end adjustments) as to fairness of presentation, generally accepted
accounting principles and consistency by the Chief Executive Officer of Maker.

This Note is being executed by Maker to Payee pursuant to the terms of
the Asset Purchase and Sale Agreement (the "Agreement") dated as of March 30,
1990 by and between Maker and Payee and represents a portion of the purchase
price paid by Maker to Payee for certain assets of Payee, as more fully
described therein. Pursuant to Section 10.4(b) of the Agreement, ▇▇▇▇▇ has
agreed to indemnify Maker against certain claims as more fully described
therein. Payee hereby agrees that Maker shall in accordance with Section
10.4(d) of the Agreement have the full and absolute right, but not the
obligation, to set-off against any amount due or with which the passage of time
will become due hereunder (including both principal and interest), any amounts
which Payee may from time to time owe Maker under Section 10.4(b) of the
Agreement; PROVIDED, HOWEVER, in the event Maker elects to set-off and Payee
gives notice in writing to Maker that Payee contests Maker's determination that
Maker is entitled to indemnification pursuant to Section 10.4(d) of the
Agreement with respect to any individual case giving rise to such set-off, then
Maker and Payee agree to submit to binding arbitration the issue of whether such
indemnification was owed by Payee to Maker in such case, and pending the outcome
of such arbitration, the amounts which ▇▇▇▇▇ has elected to set-off hereunder
shall be held in escrow. Such right of set-off is in addition to any other
remedies Maker may have under the Agreement or otherwise and shall be deemed
exercised only upon Maker giving Payee written notice of Maker's election to
set-off.

The indebtedness ("Subordinated Debt") evidenced by this Note is
subordinated and junior in right of payment to all Superior Debt (as defined
herein).

For the purpose of this Note the term "Superior Debt" shall mean all
"Obligations" as defined in the Senior Loan Agreement, including the funding
obligations of Maker with respect to the "Debt Service Reserve Account" as
described in Section 5.9 of the Senior Loan Agreement, as well as all other
"Debt" permitted under the terms of the Senior Loan Agreement. The Superior
Debt shall continue to be Superior Debt and be entitled to the benefits of these
subordination provisions irrespective of any amendment, modification or waiver
of any term of the Superior Debt or extension or renewal of the Superior Debt.

No direct or indirect payment (in cash, property or securities or by
set-off or otherwise) shall be made or

agreed to be made on account of the principal of, or premium, if any, or
interest on any Subordinated Debt, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Subordinated Debt so long as any
amounts shall remain due or payable under the Senior Loan Agreement; PROVIDED,
HOWEVER, that Maker may make payments on the Subordinated Debt pursuant to the
terms hereof, and PROVIDED FURTHER that making any such payment will not
contravene any provision of the subordination provisions set forth in this Note
or the Senior Loan Agreement.

Notwithstanding any provisions to the contrary, upon the occurrence of
any condition or event which would constitute an "Event of Default" as defined
in the Senior Loan Agreement or which would constitute any default or event of
default with respect to any other Superior Debt, as defined therein or in any
instrument under which the same is outstanding, which permits the holder or
holders of any of the Superior Debt to accelerate the maturity thereof then,
unless and until such condition or event shall have been cured or waived or
shall have ceased to exist, no direct or indirect payment (in cash, property or
securities or by set-off or otherwise) shall be made or agreed or attempted to
be made on account of the principal of, or premium, if any, or interest or
otherwise on any Subordinated Debt, or as a sinking fund for the Subordinated
Debt, or in respect of any redemption, retirement, purchase or other acquisition
of any of the Subordinated Debt.

In the event of:

(i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to Maker or Guarantor or to the property of either of them,

(ii) any proceeding, voluntary or involuntary, for the
liquidation, dissolution or other winding-up of Maker or Guarantor, whether or
not involving insolvency or bankruptcy proceedings,

(iii) any general assignment, other than as security, for the
benefit of creditors by Maker or Guarantor, or

(iv) any other marshalling of the assets of Maker or Guarantor,

then all Superior Debt (including any interest thereon accruing at the legal
rate after the commencement of any such proceedings and any additional interest
that would have

accrued thereon but for the commencement of such proceedings) shall first be
paid in full before any payment or distribution, whether in cash, securities or
other property, shall be made to Payee. Any payment or distribution, whether in
cash, securities or other property, which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of Subordinated
Debt shall be paid or delivered directly to the holders of the Superior Debt and
then in accordance with the priorities then existing among such holders until
all Superior Debt (including any interest thereon accruing at the legal rate
after the commencement of any such proceedings and any additional interest that
would have accrued thereon but for the commencement of such proceedings) shall
have been paid in full.

The Subordinated Debt shall not be declared in default or due and
payable as the result of the occurrence of any event in respect thereof and no
payment shall be made in respect of any Subordinated Debt (except as otherwise
expressly provided herein) unless and until all Superior Debt shall have been
paid in full.

If any payment or distribution, whether in cash, securities, or other
property, shall be received by Payee in contravention of any of the terms
hereof, such payment or distribution shall be received in trust for the benefit
of, and shall be paid over or delivered and transferred to, the holders of the
Superior Debt at the time outstanding in accordance with the priorities then
existing among such holders for application to the payment of all such debt
remaining unpaid, to the extent necessary to pay all such debt in full. In the
event of the failure of Payee to endorse or assign any such payment or
distribution, each holder of Superior Debt is hereby irrevocably authorized to
endorse or assign the same.

No present or future holder of any Superior Debt shall be prejudiced
in the right to enforce subordination of Subordinated Debt by any act or failure
to act on the part of Maker. The foregoing provisions as to subordination are
solely for the purpose of defining the relative rights of the holders of the
Superior Debt, on the one hand, and Payee, on the other hand. Nothing contained
herein shall impair, as between Maker and Payee, the obligation of Maker, which
is unconditional and absolute, to pay to Payee hereof the principal hereof and
interest hereon as and when the same shall become due and payable in accordance
with the terms hereof, or prevent Payee from exercising all rights, powers and
remedies otherwise permitted by applicable law or hereunder upon the occurrence
of any condition or event which constitutes a default or event of default
hereunder, all

subject to the rights of the holders of the Superior Debt to receive cash,
securities or other property otherwise payable or deliverable to Payee.

When the aggregate amount received by the holders of the Superior Debt
equals all amounts owed to the holders of the Superior Debt, Payee shall be
subrogated to all rights of any holders of such Superior Debt to receive any
further payments or distributions applicable to the Superior Debt until the
Subordinated Debt shall have been paid in full, and such payments or
distributions received by Payee by reason of such subrogation, whether in cash,
securities or other property which otherwise would be paid or distributed to the
holders of Superior Debt, shall, as between Maker and its creditors other than
the holders of other Superior Debt, on the one hand, and Payee on the other
hand, be deemed to be a payment by Maker on account of Superior Debt and not on
account of Subordinated Debt. Nothing contained in the foregoing shall reduce
the amounts owed by Maker to Payee hereunder and Maker agrees, subject to the
terms of this Note, that it is obligated to make payment in full to Payee
hereunder.

Payee will take such action (including, without limitation, the
delivery of this instrument to an agent for the holders of Superior Debt or the
filing of a financing statement with respect thereto) as may, in the opinion of
counsel designated by the holders of a majority in principal amount of the
obligations under the Senior Loan Agreement at the time outstanding, be
necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.

Payee acknowledges that the Subordinated Debt evidenced hereby and the
Obligations constitute a portion of the financing arrangements made by Maker in
connection with the transactions contemplated by the Agreement and that, in the
event it becomes necessary to modify, amend, change, restructure or otherwise
adjust the terms of the financing arrangements made by Maker with Lender under
the Senior Loan Agreement, Payee shall and hereby agrees to make any and all
corresponding modifications, amendments, changes, restructurings and other
adjustments to the terms of the Subordinated Debt evidenced hereby; PROVIDED,
HOWEVER, that Payee shall not be so obligated in the event any such
modification, amendment, change, restructuring or other adjustment does not
result from the performance (or inability to perform) by Maker of its
obligations under the Senior Loan Agreement to Lender. All determinations to be
made in connection with the foregoing shall be made by Lender in its reasonable
judgment and Payee hereby authorizes Lender to give notice thereof to any and
all third parties.

This Note shall be governed by and construed in accordance with, the
laws of the State of New York.

Maker hereby waives demand, presentment for payment, notice of
dishonor, protest, notice of protest and notice of non-payment of this Note.

No single or partial exercise of any power hereunder or under any
other agreement referred to herein shall preclude other or further exercise
thereof or the exercise of any other power. No delay or omission on the part of
the holder hereof in exercising any right hereunder or under any other agreement
referred to herein shall operate as a waiver of such right or of any other right
under this Note. Any waiver or modification of any provision of this Note must
be in writing and signed by Maker and no waiver on one occasion shall be
construed as a waiver on any other occasion.

This Note may be sold, assigned or transferred by Payee to any other
party, upon written notice to Maker, provided that such purchaser, assignee or
transferee shall have assumed the indemnification obligations of Payee under
Section 10.4(b) the Agreement. This Note may not otherwise be sold, assigned or
transferred to any other party without the express written consent of the Maker.
This Note shall be binding upon Maker and Payee, and any of their permitted
successors and/or assigns.

In the event an action is commenced to enforce the provisions of this
Note, the prevailing party shall be entitled to recover from the other party all
reasonable costs and expenses incurred in connection with such action including,
without limitation, reasonable attorneys' fees.

IN WITNESS WHEREOF, Maker has caused this Note to be executed by its
duly authorized officer as of the date first above written.

PETROWAX PA INC.

By:_________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
President and
Chief Executive Officer

EXHIBIT B

GAS PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this ______ day of _________, 1990
between PETROWAX PA INC. (BUYER), a Delaware Corporation, whose address is ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; and QUAKER STATE CORPORATION (SELLER), a
Delaware Corporation, whose address is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇. Box 189,
Belpre, Ohio 45714.

SECTION 1. PURCHASE AND SALE

Seller shall use its best efforts to sell and deliver to Buyer and Buyer
shall use its best efforts to accept and purchase an average of 95 Dth per day
of natural gas, but not more than 160 Dth in any day, from various meters
dedicated to the QUAKER STATE APPALACHIAN POOL (POOL) located on the Columbia
Gas of Pennsylvania, Inc. (together with Columbia Gas Transmission Corporation,
the "Gas Transportation Company") pipeline system. Buyer shall provide a copy
of the Gas Transportation Company nomination form to the Seller by the first day
of the month for gas deliveries from the Pool for the month. The Seller will
allocate these volumes from the Pool after calendarized statements are received
from the Gas Transportation Company for the month.

SECTION 2. TERM

This Agreement shall be effective for a primary term of one year from the
date hereof, and shall continue month-to-month thereafter until terminated by
either party by giving written notice to the other at least thirty (30) days in
advance of the date such termination is to become effective.

SECTION 3. PURCHASE PRICE

Buyer shall pay the Seller $2.50 per Dth for deliveries allocated from the
Pool, plus gathering charges or any additional charges imposed by the Gas
Transportation Company which affect the wellhead price received by Seller.

SECTION 4. PAYMENT

The volumes of gas delivered pursuant hereto shall be determined by the
measurement of the Gas Transportation Company at the Seller's receipt points.

Seller will invoice Buyer for the quantity allocated from the Pool. Buyer
will pay the invoice within five (5) days of receipt of the calendarized
allocation statement from Seller to the Gas Transportation Company for the
month in which the gas was nominated from the Pool.

SECTION 5. DELIVERY POINT

Seller shall deliver the gas covered by this Agreement to the Meter(s)
provided for the ▇▇▇▇▇ by the Gas Transportation Company. The delivery point
shall be the inlet side of the various metering stations dedicated to the Pool.

SECTION 6. TITLE AND OWNERSHIP

Seller warrants that it has good and marketable title to the gas being sold
hereunder as and when delivered. ▇▇▇▇▇▇ agrees to indemnify and save ▇▇▇▇▇
harmless from all suits, claims, actions, accounts, debts, damages, costs,
losses, expenses and other liabilities of any kind arising from or out of claims
of any person or party regarding the ownership of the gas sold hereunder or
▇▇▇▇▇▇'s authority to sell such gas. Title to and ownership of the gas
delivered hereunder shall pass to Buyer at the delivery point referred to in
Section 5.

SECTION 7. NO ASSIGNMENT

The buyer shall have the right to assign this Agreement as security to a
lender, a group of lenders or any other person or entity which provides
financing with respect to the acquisition of the Assets as defined in the Asset
Purchase and Sale Agreement between Seller and Buyer. Neither party to this
Agreement shall assign this Agreement in whole or in part by operation of law or
otherwise, without the prior written consent of the other; provided, however,
that Buyer may assign this Agreement to any entity which is controlled by,
controls or is under common control with Buyer. In the event of any such
assignment, ▇▇▇▇▇ shall remain fully liable hereunder and shall guarantee to
Seller full payment and performance of all obligations hereunder by such
assignee.

SECTION 8. FORCE MAJEURE

Neither party shall be liable for any failure to perform hereunder due to
any cause beyond its reasonable control, including, but not limited to, acts of
God, fires, floods, wars, sabotage, accidents, strikes, lockouts, or other labor
disputes, shortages of labor, materials, or natural gas, governmental law,
ordinances, rules and regulations, whether valid or invalid (including, but not
limited to, priorities, requisitions, allocations and price adjustment
restrictions), inability to obtain material, equipment or transportation, and
any other circumstance or circumstances of a similar or different nature. The
party whose performance is prevented by any such contingency shall have the
right during the period of such contingency to exclude such portion of the
quantity deliverable during such period as is prevented by such contingency from
being delivered, whereupon the total quantity deliverable under this Agreement
shall be reduced by the quantity so excluded. In the event a party's ability to
perform hereunder is affected only in part by force majeure as defined above,
such party shall continue to perform its obligations hereunder to the extent not
affected by such force majeure.

A party affected by force majeure shall promptly notify the other party of
the existence thereof and the anticipated duration and effect upon its ability
to perform hereunder. Such party shall thereafter exercise its reasonable best
efforts to eliminate the force majeure as quickly as possible; provided that,
neither party shall be required to resolve labor disputes or disputes with
suppliers of raw materials except in such party's sole discretion in accordance
with its judgment as to its best interest. The party declaring force majeure
shall promptly notify the other party when such force majeure no longer affects
its ability to perform hereunder.

If at some future date there is a change in any law, rule or regulation,
and by such change either party is prevented, prohibited or frustrated from
carrying out the terms of this Agreement in the manner contemplated hereunder,
then this Agreement, at the sole discretion of either party, may be cancelled.

It is agreed that this Agreement shall be subject to all valid applicable
state, federal and local laws, rules and regulations.

SECTION 9. INDEMNITY

Seller represents and warrants to Buyer that the natural gas shall be
commercially free from oil, water, air, salt, dust, gum, gum-forming
constituents, harmful or noxious vapors, or other solid or liquid matter which
might adversely affect its merchantability or cause injury to or interfere with
the proper operation of the lines, regulators, meters and other equipment of
Buyer or the Gas Transportation Company or its customers or affiliates.

The natural gas delivered to the Gas Transportation Company shall have a
heat content equal to or greater than 1,000 BTU per cubic foot and a Utilization
Factor (as that term is defined in the Agreement for Gas Transportation Service
between Columbia Gas of Pennsylvania, Inc. and Buyer hereunder, to be effective
as of the date hereof) of 1,300 plus or minus 6%. Such natural gas shall not
contain in excess of:

(a) Five pounds of water per million cubic feet of gas at the base
pressure and temperature of 14.73 psi and 60 degrees Fahrenheit.

(b) Three percent by volume of a combined total of carbon dioxide and
nitrogen components;

The Gas Transportation Company's final determination of natural gas quality
shall be binding on both the Buyer and the Seller. Seller shall be liable for,
indemnify the Buyer with respect to, hold the Buyer harmless from, and reimburse
the Buyer for all losses, costs, expenses (including attorneys' fees and
expenses), fees, liabilities and damages sustained by Buyer arising from any
breach of the above representation and warranties.

SECTION 10. COMPLETE AGREEMENT

This document contains the entire agreement between the parties and
supersedes all prior or contemporaneous discussions, negotiations,
representations, or agreements relating to the subject matter of this Agreement.
No changes to this Agreement shall be made or be binding on any party unless
made in writing and signed by each party to this Agreement.

BUYER: PETROWAX PA INC.

----------------------------------
By:
-------------------------------
Its:
-------------------------------

SELLER: QUAKER STATE CORPORATION

----------------------------------
By:
-------------------------------
Its:
-------------------------------

EXHIBIT C

SLACK WAX AND PETROLATUM SALES AGREEMENT

This Agreement is made this ____ day of _______________, 1990, by and
between Quaker State Corporation, a Delaware corporation, hereinafter
referred to as "Seller", and Petrowax PA Inc., a Delaware corporation,
hereinafter referred to as "Buyer".

WHEREAS, Buyer desires to purchase and Seller desires to sell Seller's
entire output of slack wax and petrolatum (the "Products") produced at
Sellers's Congo Refinery at ▇▇▇▇▇▇, West ▇▇▇▇▇▇▇▇ (hereinafter called the
"Facility").

NOW, THEREFORE, in consideration of the mutual covenants contained
herein and intending to be legally bound hereby, the parties agree as follows:

1. TERM. Unless earlier terminated as provided herein, the term of
this Agreement shall be a period of five years commencing the date hereof. At
the end of the term of this Agreement, the parties agree to meet and
negotiate in good faith toward an extension of this Agreement, on such terms
and conditions as may be mutually agreeable.

2. QUANTITY. During the term of this Agreement, ▇▇▇▇▇▇ agrees to sell
and ▇▇▇▇▇ agrees to purchase the Products produced at the Facility.

Seller shall, at least 30 days prior to the first day of each month,
provide to Buyer an estimate of Seller's output of Products for such month
and a proposed delivery schedule. Buyer shall within 10 days of receipt of
Seller's notification, confirm that the delivery schedule is acceptable to
Buyer or propose an alternate schedule. Seller shall reply within 10 days of
receipt of any alternate schedule proposed by Buyer whether such schedule is

acceptable to Seller. Failure by party to reply within the above time periods
shall be deemed acceptance of the other party's proposed schedule.

Deliveries within each month shall be scheduled in approximately equal
weekly amounts. Should Buyer be unable to accept such quantities at any time,
Seller shall have the right to sell any quantities of Products not accepted
by Buyer to parties other than Buyer.

3. QUALITY. The Products sold hereunder shall meet the specifications
set forth on Exhibit A hereto. In the event Seller's source of crude oil to
the Facility should change, Seller and Buyer shall negotiate in good faith
revised specifications corresponding to the new crude oil source.

Upon receipt of Products, Buyer shall be responsible for any testing
deemed necessary by ▇▇▇▇▇. Should Buyer believe that any Products delivered
fail to meet the required specifications, Buyer shall make any claim in
writing to Seller together with a copy of the results of ▇▇▇▇▇'s testing. Any
claim not made to Seller by the earlier of (a) three days after receipt of
the Product or (b) processing or mixing of the Product with other material,
shall be conclusively deemed to be waived.

4. DELIVERY. All Products sold by Seller to Buyer will be sold F.O.B.
the Facility. Title to the Products and risk of loss shall pass from Seller
to Buyer when loaded into the carriers provided by Buyer at the Facility. All
carriers for the Products sold hereunder shall be provided by the Buyer.

The amount of Products delivered to Buyer shall be determined by Seller
on the basis of Seller's measurement at the Facility at the time of loading
into the carriers provided by Buyer.

5. PRICE. Pricing for each Product sold under this Agreement in any
month shall be equal to the results of the following calculation, on a

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weighted average price basis using applicable pricing data at the Facility
for the month of delivery:

(a) The price for slack wax sold under this Agreement shall be computed
as follows:

Price per gallon = .735 (0.667 x Congo rack unleaded gasoline posted
price + 0.333 x Congo posted price for number 2 fuel oil - 0.024 per
gallon)

(b) The price for petrolatum sold under this Agreement shall be computed
as follows:

Price per gallon = .778 (0.667 x Congo rack unleaded gasoline posted
price + 0.333 x Congo posted price for number 2 fuel oil - 0.024 per
gallon)

The above pricing is based upon average oil content for slack wax of
14.75 percent and for petrolatum of 18.89 percent, using ASTM test
procedure 3235, "Solvent Extractables in Petroleum Waxes."

(c) Seller shall certify to Buyer prior to each delivery of the Product
that the melting point, flash point, gravity, viscosity, congealing point and
oil content of the Product delivered meet the specifications therefor set
forth in Exhibit A hereto. Seller's certificates shall be based upon an up
and down representative sample, and sampling shall be performed only when the
entire content of the shipping tank is in a liquid state. All such samples
shall be tested by the ASTM method set forth in Exhibit A hereto. Seller
shall deliver test results to Buyer at the time of delivery of the Product.
Should Buyer dispute such results, ▇▇▇▇▇ shall so notify Seller within three
business days of receipt of Seller's analysis and in any event prior to
mixing of such Product with other material, including with the notice the
results of Buyer's testing of its sample of such delivery. In the event

-3-

Seller's and ▇▇▇▇▇'s results differ by 5% or less, the average of Buyer's
and Seller's results shall be used to determine whether any premium or
penalty pursuant to paragraph 5(d) hereof applies. Should ▇▇▇▇▇'s and
Seller's results differ by more than 5%, a sample of such delivery shall be
sent to a mutually agreed independent laboratory, whose final testing results
shall be conclusive for purposes of this Agreement. The cost of any
independent testing shall be borne equally by Seller and Buyer.

Should Buyer not provide notice to Seller of a disputed test result
within the time provided above, the results of Seller's testing on such
delivery shall be deemed conclusive.

(d) The above prices shall be subject to adjustment, upward or downward,
as follows:

(i) As a quality premium, upward by $0.007 per gallon for each 1%
below 18.89% oil content for petrolatum or below 14.75% oil content
for slack wax.

(ii) As a quality penalty, downward by $0.007 per gallon for each
1% above 18.89% oil content for petrolatum or above 14.75% oil content
for slack wax. The maximum oil content for any products acceptable to
Buyer is 25% and Buyer shall not be obligated to purchase any Products
with oil content in excess of 25%.

(iii) Penalties or premiums applicable to Products delivered in
any month shall be accumulated and netted at the end of such month.
Any net premium or penalty shall be paid by ▇▇▇▇▇ or Seller on or
before the 15th day of the month succeeding the month of delivery.

(e) Seller shall receive a payment of 1% of Buyer's realized net price
for finished waxes derived from the respective Products. The term "realized

-4-

net price" shall mean Buyer's sales price less applicable commissions for the
respective finished waxes.

6. BILLING AND PAYMENT. Buyer shall remit payment to Seller for all
products sold hereunder on the 15th day of the month following the month in
which such products were delivered. Any amount paid when due shall bear
interest at the rate of 1.25% per month until paid in full.

Seller reserves the right to require payment in advance of shipment or
other security satisfactory to Seller in the event Buyer should fail to make
timely payment for products delivered hereunder.

7. TAXES. Buyer shall reimburse Seller for any sales, use or excise
taxes imposed on Seller with respect to the sale to Buyer of the Products
delivered hereunder by any local, state or federal governmental body, whether
such tax is presently in effect or is imposed after the execution of this
Agreement.

8. WARRANTY. Seller warrants that it has and will have good and
marketable title to all Products delivered and sold hereunder and that the
Products will meet the specifications therefor set forth in Exhibit A hereto.
Other than the specifications set forth on Exhibit A, Seller makes no
representation or warranty whatsoever, express or implied with respect to the
products and Seller specifically DISCLAIMS AND EXCLUDES FROM THIS AGREEMENT
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR
PURPOSE.

9. REMEDY. Buyer's sole and exclusive remedy in the event of delivery
of Products that do not conform to oil content specifications set forth in
Exhibit A hereto shall be a price adjustment for such Products pursuant to
paragraph 5(c); provided, however, that Buyer shall have the option to reject
delivery of Products the oil content of which exceeds 25% based upon the

-5-

[COPY TO BE SUPPLIED BY CLIENT]

-6-

[COPY TO BE SUPPLIED BY CLIENT]

-7-

12. DEFAULT. A party shall be in default hereunder in the event of the
occurrence of any of the following:

a) Such party should default in the performance of any of its
obligations hereunder, which default remains uncured 30 days following
receipt of notice specifying the nature of the default from the
non-defaulting party; or

b) If any decree or order is entered by a court adjudicating such
party a bankrupt or insolvent or approving as properly filed a petition seeking
reorganization of such party under the federal Bankruptcy Code, or any other
similar federal or state law, and such decree or order shall have continued
undischarged or unstayed for a period of 30 days; or a decree or order of a
court for the appointment of a receiver or liquidator or trustee or assignee
in bankruptcy or insolvency of such party or a substantial part of its
property, or for the winding up or liquidation of its affairs shall have been
entered and such decree or order shall have remained in force undischarged or
unstayed for a period of 30 days; or

c) Such party shall institute proceedings to be adjudicated a
voluntary bankrupt, or shall consent to the filing of a bankruptcy petition
against it, or shall file a petition or answer or consent seeking
reorganization under the federal Bankruptcy Code or any other similar federal
or state law, or shall consent to the filing of any such petition, or shall
consent to the appointment of a receiver or liquidator or trustee or assignee
in bankruptcy or insolvency of it or a substantial part of its assets, or
shall make an assignment for the benefit of creditors (other than as
contemplated by this Agreement), or shall admit in writing its inability to
pay its debts generally as they become due, or corporate action shall be taken
by such party in furtherance of any of the foregoing actions.

-8-

In the event of any such default, the non-defaulting party may at its
option terminate this Agreement by written notice, without prejudice to any
other rights or remedies available to the non-defaulting party by reason of
such default.

13. GOVERNING LAW. This Agreement shall be deemed a contract under
and shall be construed and interpreted in accordance with the laws of the
Commonwealth of Pennsylvania.

14. INTEGRATED AGREEMENT. This Agreement together with the Asset
Purchase and Sale Agreement and the other agreements contemplated thereby
constitutes the complete and final agreement of the parties related to the
subject matter hereof, and no statements or agreements, oral or written, made
prior to or at the execution hereof shall vary or modify the terms,
conditions or provisions hereof.

15. NO WAIVER. No waiver by either party of one or more rights of
termination or defaults by the other party in the performance of this
Agreement shall operate or be construed as a waiver of any future or
continuing rights, options or defaults, whether of a like or different
character.

16. ASSIGNMENT. This Agreement shall inure to and be binding upon the
parties hereto and their respective successors and assigns; provided,
however, that neither Seller nor Buyer shall assign this Agreement or any
interest herein without the prior written consent of the other party.
Notwithstanding the foregoing, Buyer shall have the right to assign this
Agreement as security to a lender, a group of lenders or any other person or
entity which provides financing with respect to the acquisition by Buyer of
Seller's plants located at ▇▇▇▇▇▇'▇ Valley and Emlenton, PA. Buyer may also
assign this Agreement to any entity which is controlled by, controls or is

-9-

under common control with Buyer. In the event of any such assignment, ▇▇▇▇▇
shall remain fully liable hereunder and shall guarantee to Seller full
payment and performance of all obligations hereunder by such assignee.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers the day and year first above set
forth.

ATTEST QUAKER STATE CORPORATION

______________________________ By: ___________________________________

Title: ________________________________

ATTEST PETROWAX PA INC.

______________________________ By: ___________________________________

Title: ________________________________

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EXHIBIT A

Slack Wax (Typical Specifications)
--------- ----------------------

Melting Point, AMP DEG. F 120 min.
Flash Point, COC, DEG. F 400 min.
Oil content, D-721 6 to 12%/25% MAX

IP Petrolatum
-------------

Melting Point, DEG. F 148 145 MIN
Flash Point, DEG. F 460 min.
Color Typical 4
Oil content, D721 5 to 10%/25% MAX

TESTING METHOD: ASTM test procedure 3235, "Solvent Extractables in Petroleum
Waxes."

EXHIBIT D

CRUDE OIL PURCHASE AND SALE AGREEMENT

THIS AGREEMENT is made this________day of___________________, 1990, by and
between QUAKER STATE CORPORATION, a Delaware corporation with its principal
business address at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter referred
to as "Seller");

AND

Petrowax PA Inc., a Delaware corporation with its principal place of
business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (hereinafter referred to a
"Buyer");

W I T N E S S E T H:

WHEREAS, Seller is a purchaser of Appalachian crude oil in the New York,
Northern Pennsylvania, Ohio and West Virginia areas from independent producers
and is willing to purchase such crude oil and then sell such crude oil to Buyer;
and

WHEREAS, Buyer is a purchaser and refiner of crude oil and desires to
develop a source of crude oil supply for its McKean Plant (the "Plant") at
▇▇▇▇▇▇'▇ Valley, Pennsylvania;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and intending to be legally bound, the parties agree as follows:

1. SUPPLY. Seller agrees to use its best efforts to supply Buyer with
Appalachian crude oil in quantities equivalent to not less than 3200 barrels per
day but not to exceed 5,000 barrels per day, during the term of this Agreement,
all of which crude oil will be delivered to Buyer at the Plant.

It is understood and acknowledged that Appalachian crude oil is frequently
in limited supply and that Seller must secure this supply from

various independent producers and third parties and therefore cannot guarantee a
supply of crude oil to Buyer. However, ▇▇▇▇▇▇ agrees to use its best efforts in
purchasing, procuring and delivering crude oil to Buyer under the terms set
forth herein.

2. PURCHASES. ▇▇▇▇▇ agrees to purchase, accept and pay for the crude oil
supplied by Seller pursuant to the terms of this Agreement. ▇▇▇▇▇ further
agrees at all times to furnish storage tanks and facilities at the Plant
adequate to receive the oil tendered hereunder.

3. QUANTITY AND DELIVERY. Buyer shall provide Seller written notice of
▇▇▇▇▇'s anticipated requirements of crude oil for each month, prioritized by
geographic source (Bradford, Pennsylvania area or Ohio), at least 30 days prior
to the first day of such month.

Within 10 days after receipt of each of Buyer's notices, Seller shall
provide Buyer written notice of the amount of crude oil by source of crude oil
available for such month. The parties agree that the quantity to be purchased
in April and May, 1990 is set forth in Schedule 1 attached hereto.

a. CONTRACT VOLUME. Upon establishing the monthly volume as set
forth above, Seller shall be obligated to supply and deliver to ▇▇▇▇▇ said
volume of crude oil during the specified month and Buyer shall be obligated to
purchase and pay for said volume, subject only to the provisions set forth in
paragraph 12 (Force Majeure) below.

b. DELIVERY. Buyer shall, concurrent with its written notice of
anticipated requirements of crude oil, deliver to Seller a schedule of estimated
delivery dates and quantities.

c. NOTICES. Notices under this Agreement may be given by personal
delivery, mail or by fax. All notices to be given hereunder shall be deemed
received when received by U.S. mail, postage prepaid, registered or

-2-

certified; notices shall be deemed received when sent if sent by fax. All
notices shall be sent as follows:

Quaker State Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇.▇. ▇▇▇▇▇
FAX: 814/▇▇▇-▇▇▇▇

Petrowax PA Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
FAX: 212/▇▇▇-▇▇▇▇

d. QUANTITY. The quantity of crude oil delivered for billing purposes
shall be determined as follows:

i. with respect to deliveries by Seller's tank train, all rail car
shipments will be routed to tanks 8807, 3864 or 8865 at the ▇▇▇▇▇▇
Plant. Receipts will only be routed to an isolated still tank. All
opening and closing gauges will be taken jointly by a representative
of Seller and Buyer in accordance with API standard methods. Tank
samples of crude receipts for basic sediment and water (BS & W) will
also be taken and examined in accordance with API standard methods.
Billing volumes of crude receipts will be corrected for temperature
at 60 DEG. F and BS & W content.

ii. with respect to deliveries by Seller's crude oil pipeline
transfers from the Coleville Station, all volumes will be transferred
from the Coleville Station to tanks 8807, 8864 or 8865 located at the
▇▇▇▇▇▇ Plant. Receipts will only be routed to an isolated still tank.
All opening and closing gauges will be taken jointly by a
representative of Seller and Buyer in accordance with API standard
methods. Tank samples

-3-

of crude receipts for BS & W will also be taken and examined in
accordance with API standard methods. Billing volumes of crude
receipts will be corrected for temperature at 60 DEG. F and BS &
W content.

iii. Notwithstanding the foregoing, the quantity of crude oil
delivered for billing purposes shall be reduced by the amount of basic
sediment and water (BS & W) in the crude oil.

Seller shall provide to Buyer copies of all documentation and calculation
used to determine the quantity of crude oil delivered.

Seller may deliver crude oil to Buyer from Seller's tank trains or from
Seller's crude oil pipeline.

4. PRICE. The price to be charged by Seller and paid by ▇▇▇▇▇ for the
crude oil delivered hereunder up to the first 4,300 barrels delivered on any day
shall be Quaker State's posted price for Appalachian crude oil on the date of
delivery, plus a handling fee of $3.50 for each barrel of crude oil delivered.
The price to be charged by Seller and paid by ▇▇▇▇▇ for crude oil delivered
hereunder between 4,301 and 5,000 barrels on any day shall be Quaker State's
posted price for Appalachian crude oil on the date of delivery, plus a handling
fee of $4.45 for each barrel of crude oil delivered.

5. TAXES. Buyer shall reimburse Seller for any sales, use or excise taxes
imposed on Seller with respect to the sale to Buyer of the crude oil delivered
hereunder by any local, state or federal governmental body, whether such tax be
presently in effect or imposed after the execution of this Agreement.

6. TERM. This Agreement shall commence on the date hereof and continue
for ninety (90) days thereafter; provided that, Buyer may extend

-4-

this Agreement for one additional 90 day period by written notice to Seller at
least 30 days prior to the date of expiration of the initial 90 day term. Buyer
may terminate this Agreement by giving to Seller 30 days prior written notice.

The parties may extend this Agreement beyond 180 days after the date
hereof only by mutual agreement, including a mutually acceptable renegotiated
price for crude oil.

7. TITLE. Title and risk of loss with respect to all crude oil sold
hereunder shall pass to Buyer upon delivery into Buyer's storage tanks at the
Plant.

8. WARRANTY. The sole and exclusive warranty made by Seller hereunder is
that good title shall be conveyed with respect to all crude oil sold hereunder,
and that title to such crude oil shall not be subject to the rights of any
third parties.

Seller makes no other warranty, express or implied, with respect to the
crude oil to be sold hereunder, and expressly DISCLAIMS AND EXCLUDES FROM THIS
AGREEMENT THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A
PARTICULAR PURPOSE.

Buyer acknowledges that Seller may never have actual possession of the
crude oil to be delivered under this Agreement, and Buyer shall be solely
responsible for determining the fitness and quality of all oil delivered
hereunder.

9. DAMAGES. Neither Seller nor Buyer shall have any liability to the
other under this Agreement for incidental, consequential or special damages or
for lost profits, whether or not the likelihood of such damages is or can be
anticipated.

-5-

10. PAYMENT. Payment for the crude oil delivered hereunder shall be made
by Buyer to Seller at Quaker State Corporation, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇.▇. ▇▇▇▇▇▇, or at such other address as may be
designated by Seller, seven (7) days from the date of invoice. Invoices will be
sent by Seller every fifteen (15) days. All past due invoices shall bear
interest at the rate of 1.25% per month, until paid in full.

Seller reserves the right to require payment in advance of delivery or
other security satisfactory to Seller in the event Buyer should fail to make
timely payment for crude oil delivered hereunder.

11. NO ASSIGNMENT. The Buyer shall have the right to assign this
Agreement as security to a lender, a group of lenders or any other person or
entity which provides financing with respect to the acquisition of the Assets as
defined in the Asset Purchase and Sale Agreement between Seller and Buyer.
Neither party to this Agreement shall assign this Agreement in whole or in part
by operation of law or otherwise, without the prior written consent of the
other; provided, however, that Buyer may assign this Agreement to any entity
which is controlled by, controls or is under common control with Buyer. In the
event of any such assignment, ▇▇▇▇▇ shall remain fully liable hereunder and
shall guarantee to Seller full payment and performance of all obligations
hereunder by such assignee.

12. FORCE MAJEURE. Neither party shall be liable for any failure to
perform hereunder due to any cause beyond its reasonable control, including, but
not limited to, acts of God, fires, floods, wars, sabotage, accidents, strikes,
lockouts, or other labor disputes, shortages of labor, materials, or crude oil,
governmental law, ordinances, rules and regulations, whether valid or invalid
(including, but not limited to, priorities, requisitions,

-6-

allocations and price adjustment restrictions), inability to obtain material,
equipment or transportation, and any other circumstance or circumstances of a
similar or different nature. The party whose performance is prevented by any
such contingency shall have the right during the period of such contingency to
exclude such portion of the quantity deliverable during such period as is
prevented by such contingency from being delivered, whereupon the total
quantity deliverable under this Agreement shall be reduced by the quantity so
excluded. In the event a party's ability to perform hereunder is affected only
in part by force majeure as defined above, such party shall continue to perform
its obligations hereunder to the extent not affected by such force majeure.

14. INTEGRATION. This Agreement together with the Asset Purchase and Sale
Agreement and the other agreements contemplated thereby incorporates the
complete and final agreement of the parties relative to the subject matter
herein, and shall not be amended or supplemented other than in writing signed by
both parties hereto dated subsequent to the date hereof.

15. DEFAULT. A party shall be in default hereunder in the event of the
occurrence of any of the following:

-7-

a) Such party should default in the performance of any of its obligations
hereunder, which default remains uncured 30 days following receipt of notice
specifying the nature of the default from the non-defaulting party; or

b) If any decree or order is entered by a court adjudicating such party a
bankrupt or insolvent or approving as properly filed a petition seeking
reorganization of such party under the federal Bankruptcy Code, or any other
similar federal or state law, and such decree or order shall have continued
undischarged or unstayed for a period of 30 days; or a decree or order of a
court for the appointment of a receiver or liquidator or trustee or assignee in
bankruptcy or insolvency of such party or a substantial part of its property, or
for the winding up or liquidation of its affairs shall have been entered and
such decree or order shall have remained in force undischarged or unstayed for a
period of 30 days; or

c) Such party shall institute proceedings to be adjudicated a voluntary
bankrupt, or shall consent to the filing of a bankruptcy petition against it, or
shall file a petition or answer or consent seeking reorganization under the
federal Bankruptcy Code or any other similar federal or state law, or shall
consent to the filing of any such petition, or shall consent to the appointment
of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency
of it or a substantial part of its assets, or shall make an assignment for the
benefit of creditors (other than as contemplated by this Agreement), or shall
admit in writing its inability to pay its debts generally as they become due,
or corporate action shall be taken by such party in furtherance of any of the
foregoing actions.

In the event of any such default, the non-defaulting party may at its
option terminate this Agreement by written notice, without prejudice to any

-8-

other rights or remedies available to the non-defaulting party by reason of such
default.

15. NO WAIVER. No waiver by either party of one or more rights of
termination or defaults by the other party in the performance of this Agreement
shall operate or be construed as a waiver of any future or continuing rights,
options or defaults, whether of a like or different character.

16. GOVERNING LAW. This Agreement shall be deemed a contract under and
shall be construed in accordance with the laws of the Commonwealth of
Pennsylvania.

Executed in duplicate originals the day and year first above written.

WITNESS: QUAKER STATE CORPORATION

By:
------------------------------ -------------------------------------

Its:
------------------------------------

WITNESS: PETROWAX PA INC.

By:
------------------------------ -------------------------------------

Its:
------------------------------------

-9-

EXHIBIT E

FORM OF ENVIRONMENTAL NOTE

$___________ Date:____________

For value received, Petrowax PA Inc., a Delaware corporation (hereinafter
called "PPI"), hereby promises to pay, in lawful money of the United States of
America, Quaker State Corporation, a Delaware corporation (hereinafter called
"Quaker State"), at Quaker State's offices at Oil City, Pennsylvania, or at such
other place as Quaker State shall designate in writing, the principal sum of
_______ ($________), together with interest thereon from the date of this
Environmental Note until paid at the rate of 10% per annum. Interest shall be
calculated on a year of 360 days of 12, 30-day months.

Commencing ninety days from the date of this Environmental Note and
throughout the Repayment Period as hereinafter defined, principal and interest
under this Environmental Note shall be due and payable in equal quarterly
installments of principal with all accrued and unpaid interest thereon. The
amount of each quarterly installment of principal shall be calculated by
dividing the total amount of the principal sum as of the date of this
Environmental Note by the number of quarters within the Repayment Period. The
Repayment Period shall be the period commencing the date of this Environmental
Note through March of the year 2010. PPI shall, subject to the provisions of
this Environmental Note set forth below, have the right to prepay in whole or in
part the amount owing to Quaker State hereunder, at any time and without
penalty.

In the event payment is not timely made under this Environmental Note
pursuant to the terms set forth in the preceding paragraph (other than as a
result of an election by PPI to set-off in accordance with the terms of this
Environmental Note), interest shall accrue on the principal amount then
outstanding from the date of any such missed scheduled payment until the date
payment therefor is made, at the rate of twelve percent (12%) per annum.

The occurrence of any of the following shall constitute an Event of Default
under this Environmental Note:

1. PPI fails to make any payment to Quaker State of the principal of
and/or interest on this Environmental Note when the same shall have become due
and payable, whether at maturity as herein expressed or by declaration, or
otherwise and such failure is not cured within ten (10) days after receipt of
written notice of such nonpayment; or

2. PPI is in material default in the due and punctual payment of any
other obligation owed by the undersigned to Quaker State and such default is not
cured within ten (10) days after receipt of written notice of such default; or

3. PPI is in material default under the Senior Loan Agreement (as defined
herein) and such default is not cured within any applicable cure period provided
thereunder; or

4. PPI is adjudicated a bankrupt, or an order is made approving a
petition seeking reorganization or readjustment of PPI under the federal
bankruptcy laws or other similar law or statute of the United States of America
or of any state, or a trustee or receiver is appointed of all or substantially
all of the property of PPI; or

5. PPI admits in writing its inability to pay its debts as they become
due, files a petition in bankruptcy or makes a general assignment for the
benefit of creditors or consents to the appointment of a receiver or trustee of
all or any part of its property; or

6. Final judgment or judgments for the payment of money is or are
rendered against PPI and such judgment or judgments remain undischarged for a
period of thirty (30) days during which execution shall not be effectively
stayed.

Upon the occurrence and continuation of an Event of Default, and subject to
the provisions of this Environmental Note set forth below, Quaker State may, by
notice in writing delivered to PPI, declare the entire principal amount and
accrued interest, if any, on this Environmental Note immediately due and
payable, and such principal and interest shall thereupon become and be
immediately due and payable.

This Environmental Note is being executed by PPI and delivered to Quaker
State pursuant to the terms of that certain Asset Purchase and Sale Agreement
(the "Agreement") dated as of March 30, 1990 by and between PPI and Quaker State
and represents PPI's apportioned share of certain Remedial Costs

(as defined in the Agreement), as more fully described therein. Pursuant to
Section 10.4(b) of the Agreement, Quaker State has agreed to indemnify PPI
against certain claims as more fully described therein. Quaker State hereby
agrees that PPI, in accordance with Section 10.4(d) of the Agreement, has the
full and absolute right, but not the obligation, to set-off against any amount
due or which, with the passage of time, will become due hereunder (including
both principal and interest), any amounts which Quaker State may from time to
time owe PPI pursuant to Section 10.4(b) of the Agreement. Such right of
set-off is in addition to any other remedies PPI may have under the Agreement or
otherwise and shall be deemed exercised only upon PPI giving Quaker State
written notice of PPI's election to set-off.

The indebtedness ("Subordinated Debt") evidenced by this Environmental Note
is subordinated and junior in right of payment to all Superior Debt (as defined
herein).

For the purpose of this Environmental Note the term "Superior Debt" shall
mean all "Obligations" as defined in that certain Senior Secured Loan Agreement
(the "Senior Loan Agreement") dated the date hereof by and between PPI, a
wholly-owned subsidiary of U.S. Petroleum Corp., a Delaware corporation
("Guarantor"), and Sanwa Business Credit Corporation, a Delaware corporation, as
a Lender and on behalf of other Lenders to whom it may assign its rights
thereunder, as well as all other "Debt" permitted under the terms of the Senior
Loan Agreement. The Superior Debt shall continue to be Superior Debt and be
entitled to the benefits of these subordination provisions irrespective of any
amendment, modification or waiver of any term of the Superior Debt or extension
or renewal of the Superior Debt.

No direct or indirect payment (in cash, property or securities or by
set-off or otherwise) shall be made or agreed to be made on account of the
principal of, or premium, if any, or interest on any Subordinated Debt, or in
respect of any redemption, retirement, purchase or other acquisition of any of
the Subordinated Debt so long as any amounts shall remain due or payable under
the Senior Loan Agreement; PROVIDED, HOWEVER, that PPI may make payments on the
Subordinated Debt pursuant to the terms hereof, and PROVIDED FURTHER that making
any such payment will not contravene any provision of the subordination
provisions set forth in this Environmental Note or the Senior Loan Agreement.

respect to any other Superior Debt, as defined therein or in any instrument
under which the same is outstanding, which permits the holder or holders of any
of the Superior Debt to accelerate the maturity thereof then, unless and until
such condition or event shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property or securities or by
set-off or otherwise) shall be made or agreed or attempted to be made on account
of the principal of, or premium, if any, or interest or otherwise on any
Subordinated Debt, or as a sinking fund for the Subordinated Debt, or in respect
of any redemption, retirement, purchase or other acquisition of any of the
Subordinated Debt.

In the event of:

(i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding
relating to PPI or Guarantor or to the property of either of them,

(ii) any proceeding, voluntary or involuntary, for the
liquidation, dissolution or other winding-up of PPI or Guarantor, whether or
not involving insolvency or bankruptcy proceedings,

(iii) any general assignment, other than as security, for the
benefit of creditors by PPI or Guarantor, or

(iv) any other marshalling of the assets of PPI or Guarantor,

then all Superior Debt (including any interest thereon accruing at the legal
rate after the commencement of any such proceedings and any additional interest
that would have accrued thereon but for the commencement of such proceedings)
shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made to Quaker State. Any payment or
distribution, whether in cash, securities or other property, which would
otherwise (but for these subordination provisions) be payable or deliverable in
respect of Subordinated Debt shall be paid or delivered directly to the holders
of the Superior Debt and then in accordance with the priorities then existing
among such holders until all Superior Debt (including any interest thereon
accruing at the legal rate after the commencement of any such proceedings and
any additional interest that would have accrued thereon but for the commencement
of such proceedings) shall have been paid in full.

The Subordinated Debt shall not be declared in default or due and payable
as the result of the occurrence of any event

in respect thereof and no payment shall be made in respect of any Subordinated
Debt (except as otherwise expressly provided herein) unless and until all
Superior Debt shall have been paid in full.

If any payment or distribution, whether in cash, securities, or other
property, shall be received by Quaker State in contravention of any of the terms
hereof, such payment or distribution shall be received in trust for the benefit
of, and shall be paid over or delivered and transferred to, the holders of the
Superior Debt at the time outstanding in accordance with the priorities then
existing among such holders for application to the payment of all such debt
remaining unpaid, to the extent necessary to pay all such debt in full. In the
event of the failure of Quaker State to endorse or assign any such payment or
distribution, each holder of Superior Debt is hereby irrevocably authorized to
endorse or assign the same.

No present or future holder of any Superior Debt shall be prejudiced in the
right to enforce subordination of Subordinated Debt by any act or failure to act
on the part of PPI. The foregoing provisions as to subordination are solely
for the purpose of defining the relative rights of the holders of the Superior
Debt, on the one hand, and Quaker State, on the other hand. Nothing contained
herein shall impair, as between PPI and Quaker State, the obligation of PPI,
which is unconditional and absolute, to pay to Quaker State the principal hereof
and interest hereon as and when the same shall become due and payable in
accordance with the terms hereof, or prevent Quaker State from exercising all
rights, powers and remedies otherwise permitted by applicable law or hereunder
upon the occurrence of any condition or event which constitutes a default or
event of default hereunder, all subject to the rights of the holders of the
Superior Debt to receive cash, securities or other property otherwise payable or
deliverable to Quaker State.

When the aggregate amount received by the holders of the Superior Debt
equals all amounts owed to the holders of the Superior Debt, Quaker State shall
be subrogated to all rights of any holders of such Superior Debt to receive any
further payments or distributions applicable to the Superior Debt until the
Subordinated Debt shall have been paid in full, and such payments or
distributions received by Quaker State by reason of such subrogation, whether in
cash, securities or other property which otherwise would be paid or distributed
to the holders of Superior Debt, shall, as between PPI and its creditors other
than the holders of other Superior Debt, on the one hand, and Quaker State on
the other hand, be deemed to be a payment by PPI on account of Superior Debt and
not on account of

Subordinated Debt. Nothing contained in the foregoing shall reduce the amounts
owed by PPI to Quaker State hereunder and PPI agrees, subject to the terms of
this Environmental Note, that it is obligated to make payment in full to Quaker
State hereunder.

Quaker State will take such action (including, without limitation, the
delivery of this instrument to an agent for the holders of Superior Debt or the
filing of a financing statement with respect thereto) as may, in the opinion of
counsel designated by the holders of a majority in principal amount of the
obligations under the Senior Loan Agreement at the time outstanding, be
necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.

No failure or delay on the part of any holder hereof to exercise any of the
rights hereunder shall be deemed a waiver of any of such rights or of any
default hereunder.

PPI hereby waives demand, presentment for payment, notice of dishonor,
protest, notice of protest and notice of non-payment of this Environmental Note.

This Environmental Note may be sold, assigned or transferred by Quaker
State to any other party, upon written notice to PPI, provided that such
purchaser, assignee or transferee shall have assumed the indemnification
obligations of Quaker State under Section 10.4(b) the Agreement. This
Environmental Note may not otherwise be sold, assigned or transferred to any
other party without the express written consent of PPI. This Environmental Note
shall be binding not only upon PPI and Quaker State, but also upon their
permitted successors and/or assigns.

In the event any legal proceedings to enforce this Environmental Note are
commenced, the prevailing party shall be entitled to recover from the other
party all reasonable attorneys' fees and costs incurred in such proceedings,
including appeals and postjudgment execution.

This Environmental Note shall be governed by and construed in accordance
with the laws of the State of New York.

IN WITNESS WHEREOF, PPI has caused this Environmental Note to be executed
by its duly authorized officer as of the date first above written.

PETROWAX PA INC.

By:
---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
President and Chief
Executive Officer

EXHIBIT F

Exhibit F

[LETTERHEAD]

April _, 1990

Petrowax PA Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: Asset Purchase and Sale Agreement and
Related Agreements

Gentlemen:

This opinion is delivered in connection with the Asset Purchase and Sale
Agreement (the "Agreement") dated ____________________ between Quaker State
Corporation ("Quaker State") and Petrowax PA Inc. ("PPI"). I have acted as
counsel to Quaker State in the course of negotiation of the Agreement. All
terms used herein which are defined in the Agreement shall have the same meaning
as set forth therein.

In making this opinion, I have examined the Charter and By-laws of Quaker
State, the minutes of meetings or actions of Quaker State's Board of Directors,
and such other corporate and official records as I deemed necessary or
appropriate. In addition, in rendering certain of the opinions stated below, I
have relied upon certificates from the Secretaries of State of Delaware and
Pennsylvania. The opinions made below are based upon the assumption that, with
respect to general principles of contract law and the general enforceability of
contracts, the law of New York is the same as that of Pennsylvania. My practice
is limited to Pennsylvania, and no opinion is made with respect to New York law
or the validity or enforceability of the Agreement under the law of New York.

Based upon the foregoing and upon such factual inquiries and legal
considerations which I deem relevant, I am of the following opinions, subject to
the limitations and conditions set forth below:

l. Quaker State is a corporation duly incorporated, validly existing, and
in good standing under the laws of the state of Delaware, and has full corporate
power and authority to carry on the business of the Facilities as presently
conducted and to own or lease and operate the Assets. Quaker State is qualified
to do business and is in good standing in each jurisdiction in which the nature
of the Facilities or the character of Quaker State's properties used in the
operation of the Facilities makes such qualification necessary except where the
failure to so qualify would not have a material adverse effect on the operation
of the Facilities.

Petrowax PA Inc.
April ___, 1990
Page 2

2. The execution and delivery of the Agreement, the Supply Agreements, and
all other agreements and instruments to be executed by Quaker State in
connection therewith and the consummation of the transactions contemplated
thereby have been duly and validly authorized by all necessary corporate
action on the part of Quaker State.

3. The Agreement, the Supply Agreements and all other agreements and
instruments to be executed by Quaker State in connection therewith have been
duly and validly executed and delivered by Quaker State and constitute the valid
and binding obligations of Quaker State, enforceable against Quaker State in
accordance with their terms (subject as to the enforcement of remedies to Title
11 of the United State Code as from time to time in effect and to any other
applicable bankruptcy, reorganization, moratorium, insolvency, or other laws
generally affecting the enforcement of creditors' rights and the relief of
debtors, and to the general principles of equity).

4. The execution, delivery and performance of the Agreement, the Supply
Agreements and the agreements and instruments to be executed and delivered by
Quaker State in connection therewith do not result in a breach of any of the
terms or provisions of, or constitute a default (or an event which with the
passing of time or the giving of notice, or both, would constitute a default)
under, or conflict with, (i) the Certificate of Incorporation or By-Laws of
Quaker State, (ii) any statute or regulation binding upon Quaker State or, to
the best of my knowledge, any judgment, order or decree affecting Quaker State,
or (iii) to my knowledge, any material agreement, indenture or other instrument
to which Quaker State is a party or by which it is bound, except, in the case of
(ii) and (iii) above, for such breaches, defaults and conflicts which would
not, individually or in the aggregate, have a material adverse effect on either
of the Facilities, any of the Assets, or the transaction contemplated by the
Agreement.

5. All governmental consents, approvals, authorizations and other
requirements prescribed by any law, rule or regulation which must be obtained or
satisfied by Quaker State and which are necessary for the execution, delivery
and performance by Quaker State of the Agreement, the Supply Agreements and the
agreements and instruments to be executed and delivered by Quaker State pursuant
thereto have been obtained and satisfied, except where the failure to do so
would not, individually or in the aggregate, have a material adverse effect on
the business, results of operations or financial condition of Quaker State. In
rendering the opinion expressed in this paragraph 5, I have relied on the
representations and warranties made by PPI in the Agreement that no filing is
required pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act.

6. To the best of my knowledge, there is no action, suit, claim,
proceeding, inquiry or investigation pending or threatened against or affecting
the Facilities at law or in equity, or before or by any arbitrator or any
federal, state, local or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign that, if

Petrowax PA Inc.
April , 1990
Page 3

decided adversely to the interests of Quaker State, could have a material
adverse effect on the Facilities, the Assets or the transactions contemplated by
the Agreement.

7. The bills of sale, assignments and other agreements and instruments
to be issued by Quaker State to effect the transfer of those items of
personal property included in the Assets are, or will be when executed and
delivered, sufficient to effect the sale, transfer and assignment of Quaker
State's right, title and interest in such Assets, and are, or will be when
executed and delivered, valid and binding obligations of Quaker State.

This opinion is based upon the present laws of the Commonwealth of
Pennsylvania, the Delaware General Corporation Law, and the laws of the United
States, to present judicial interpretations thereof and to the facts as they
presently exist or have been related to me. No obligation to revise or
supplement this opinion letter should the present laws be changed is assumed,
and no obligation is assumed to update this opinion with respect to any changes
in circumstances or facts occurring after the date hereof. This opinion is
rendered to you pursuant to the Agreement and may not be used or relied upon by
any other person or in any other context, or disclosed to any party other than
the addressee.

Very truly yours,

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Corporate Attorney

RW/bh

EXHIBIT G

FORM OF OPINION OF
▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇

▇▇▇▇▇ ___, 1990

(▇▇▇) ▇▇▇-▇▇▇▇ 93273-00001

Quaker State Corporation
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Gentlemen:

We have acted as counsel to Petrowax PA Inc., a Delaware corporation
(the "Company"), in connection with the purchase of the manufacturing and the
pipeline and terminal facilities (the "Facilities") known as the Emlenton Wax
Plant, the ▇▇▇▇▇▇ Refinery and the crude oil pipeline and terminal department
running from the ▇▇▇▇▇▇ Refinery to and including the Coleville Terminal, and
certain related assets of Quaker State Corporation, a Delaware corporation
("QSC"), pursuant to the terms of that certain Asset Purchase and Sale
Agreement, dated as of March 30, 1990, by and between the Company and QSC (the
"Agreement"). This opinion is being delivered to you pursuant to Section
10.2(c) of the Agreement. Capitalized terms used but not defined herein have
the meanings ascribed to them in the Agreement.

In our capacity as counsel, and for the purposes of rendering this
opinion, we have made such legal and factual inquiries and examinations as we
deemed advisable. We have also been furnished with evidence or

Quaker State Corporation
April __, 1990
Page 2

advice satisfactory to us from the Secretary of State of the State of Delaware
with respect to the corporate good standing of the Company. In addition, we
have obtained and relied upon such other certificates and assurances from public
officials and from officers and representatives of the Company as we have deemed
necessary. We have also relied, generally without verification, on
representations and warranties as to the facts contained in any of the documents
referred to herein.

We have also examined the Slack Wax and Petrolatum Purchase Agreement
and the Crude Oil Purchase and Sale Agreement, both dated the date hereof (the
"Supply Agreements").

In all such examinations, we have assumed the genuineness of all
signatures by each party, the authenticity of all documents submitted to us as
originals and the conformity to the original documents of all documents
submitted to us as conformed or photostatic copies. For the purpose of the
opinions hereinafter expressed, we have assumed the due execution and delivery,
pursuant to due authorization, of each document referred to in this opinion by
each party thereto other than the Company and that each document constitutes the
valid and binding obligation of each other party enforceable against such party
in accordance with its terms.

On the basis of the foregoing and in reliance thereon, and subject to
the assumptions, exceptions, qualifications and limitations contained herein, we
are of the opinion that:

1. The Company is a corporation duly incorporated, validly existing,
and in good standing under the laws of the State of Delaware.

2. The execution and delivery of the Agreement, the Supply Agreements
and all other agreements and instruments to be executed by the Company in
connection therewith have been duly authorized by all necessary corporate action
on the part of the Company.

3. The Agreement and the Supply Agreements have been duly and validly
executed and delivered by the

Quaker State Corporation
April __, 1990
Page 3

Company, and the Agreement constitutes the valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms.

4. The execution, delivery and performance of the Agreement, the
Supply Agreements and the agreements and instruments to be executed and
delivered by the Company pursuant to the terms thereof do not result in a breach
of any of the terms or provisions of, or constitute a default (or an event which
with the passing of time or the giving of notice, or both, would constitute a
default) under, or conflict with: (a) the Certificate of Incorporation or
Bylaws of the Company, (b) any statute, rule or regulation binding upon the
Company or, to our knowledge, any judgment, order, writ, injunction or decree
affecting the Company, or (c) to our knowledge, any material agreement,
indenture or other instrument to which the Company is a party or by which it is
bound, except, in the case of (b) and (c) above, for such breaches, defaults and
conflicts which would not, individually or in the aggregate, have a material
adverse effect on the business, results of operations or financial condition of
the Company.

5. All consents, approvals, authorizations and other requirements
prescribed by any law, rule or regulation which must be obtained or satisfied by
the Company and which are necessary for the execution, delivery and performance
of the Agreement and the Supply Agreements by the Company have been obtained and
satisfied, except where the failure to do so would not, individually or in the
aggregate, have a material adverse effect on the business, results of operations
or financial condition of the Company.

The foregoing opinions are subject to the following qualifications,
exceptions, assumptions and limitations:

A. Our opinion as to the validity, binding effect and enforceability
of the Agreement is subject to limitations imposed by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
at law or in equity) and the effect of applicable bankruptcy, reorganization,
insolvency,

Quaker State Corporation
April __, 1990
Page 4

moratorium and similar laws of general application relating to or affecting
creditors' rights, including, without limitation, the effect of statutory or
other law regarding fraudulent conveyances and preferential transfers. The
remedies of specific performance and injunctive and other forms of equitable
relief are subject to certain equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.

B. No opinion is expressed herein as to the enforceability of the
Agreement (i) for immaterial breaches; (ii) for material breaches which are the
proximate result of actions taken by you or your agents which actions you are
not entitled to take pursuant to the Agreement or applicable law or which
otherwise violate applicable law; or (iii) to the extent that you may take any
discretionary action insofar as such action is arbitrary, unreasonable or
capricious or is not performed in good faith or in a commercially reasonable
manner.

C. No opinion is expressed herein as to the enforceability of
provisions waiving broadly or vaguely stated rights, unknown future rights,
defenses to obligations or rights granted by law, to the extent such waivers are
held to be against public policy or prohibited by law.

D. No opinion is expressed herein as to the enforceability of
provisions to the effect that rights or remedies are not exclusive, that every
right or remedy is cumulative and may be exercised in addition to or together
with any other right or remedy, that election of a particular remedy or remedies
does not preclude recourse to one or more other remedies or that failure to
exercise or delay in exercising rights or remedies will not operate as a waiver
of any such right or remedy.

E. No opinion is expressed herein as to the enforceability of
provisions indemnifying a party against liability for its own wrongful or
negligent act or where such indemnification is contrary to public policy.

F. With respect to statements in this opinion based on our knowledge,
we have advised you only as to knowledge obtained by us in connection with
matters to

Quaker State Corporation
April __, 1990
Page 5

which we have given substantive attention as counsel for the Company in the form
of legal consultation, and which knowledge refers only to the knowledge of the
lawyers in our firm participating in the preparation of the Agreement and not to
the knowledge of every lawyer in our firm.

We are admitted to practice in the State of New York. In addition, we
are generally familiar with the Delaware General Corporation Law and have made
such investigation thereof as we deemed necessary for the purpose of rendering
this opinion. This opinion is limited to the present laws of the State of New
York, the Delaware General Corporation Law and the federal law of the United
States of America, to present judicial interpretations thereof and to the facts
as they presently exist. We assume no obligation to revise or supplement this
opinion should the present laws of such jurisdictions be changed by legislative
action, judicial decision or otherwise. This opinion is rendered as of the date
hereof, and we express no opinion as to, and disclaim any undertaking or
obligation to update this opinion in respect of, changes of circumstances or
events which occur subsequent to this date.

This opinion is rendered to you pursuant to Section 10.2(c) of the
Agreement and may not be relied upon by any other person or by you in any other
context. This opinion may not be quoted nor may copies be furnished to any other
person without the prior written consent of this firm, except that you may
furnish a copy hereof (i) to your independent auditors and attorneys, (ii) to
any state or federal authority having regulatory jurisdiction over you, (iii)
pursuant to order or legal process of any court of governmental agency and (iv)
in connection with any legal action to which you are a party arising out of the
transactions contemplated by the Agreement.

Very truly yours,

Schedule 1.13 Remedial Work

Remedial Work shall include, but not be limited to, those site
conditions at the ▇▇▇▇▇▇ Plant and Emlenton Plant identified in the reports of
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Associates, Inc. dated November, 1989.

Schedule 3.1(a)(i) ▇▇▇▇▇▇ Plant Real Property

All of the tracts listed on this Schedule are conveyed under and subject to:

a) Any and all exceptions, reservations, rights of way and easements
granted or reserved by Seller, or its predecessors in title, to the
extent recorded in the county recorder's office or disclosed in
writing to Buyer by Seller;
b) taxes and assessments, both general and special, which are a lien but
not yet due and payable;
c) zoning and other ordinances, laws, regulations and other
governmental impositions, if any, in any way affecting the property
and any improvements thereon;
d) matters which may be discoverable by an accurate survey and
inspection of the property;
e) easements, rights of way and rights of passage, whether or not
appearing of public record;
f) those matters listed as items 1 through 39 of Schedule B. II. and 1.i,
and j. of Schedule B.I. of Ticor Title Insurance Commitment No. 1990-
0002, dated January 12, 1990.

SCHEDULE A
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Page 1 of 14
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Commitment No. Effective Date of Commitment:
1990-0002 January 12, 1990
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Your No.:

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Prepared for
TICOR TITLE INSURANCE
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Inquiries Should be Directed to:
▇▇▇▇▇ ▇. ▇▇▇▇▇, ESQ.
▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇
1. Policy or Policies to be issued: Amount

(a) / / ALTA Owners Policy - Form - 1970 $
------ -----------
Proposed Insured:

(b) / / ALTA Loan Policy 1970 $
-----------
Proposed Insured:

2. The estate or interest in the land described or referred to in this
Commitment and covered herein is a Fee Simple.

3. Title to said estate or interest in said land is at the effective date
hereof vested in: QUAKER STATE OIL REFINING CORPORATION

4. The land referred to in this Commitment is located in the County of ▇▇▇▇▇▇,
Township of ▇▇▇▇▇▇▇, State at Pennsylvania and described as follows:

PARCEL NO. 1

BEGINNING at a point in the center of the road leading from Farmers Valley to
Turtle Point, said point being one hundred forty-six (146) feet westerly
from the center line of the Pittsburgh, Shawmut and Northern Railroad
and twenty (20) feet South of an iron post marking the Eastern boundary of
the lot herein conveyed: and running thence Northerly one hundred fifty
(150) feet to the northeasterly corner hereof: and running thence Westerly
and parallel to the said Farmers Valley to Turtle point road one hundred
(100) feet to an iron pipe corner; and running thence Southerly and
parallel with the Eastern boundary hereof one hundred fifty (150) feet
to the center of said road; and running thence Easterly along the center
line of said road one hundred (100) feet to the place of beginning.

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
1990-0002 Page 2 of 14
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PARCEL NO. 2(A):

BEGINNING at a post standing one hundred twelve (112) rods east, and fifty
one and three tenths (51.3) rods north of the northeast corner of a
lot of land conveyed by ▇▇▇▇ ▇▇▇▇▇▇▇ and Company to ▇▇▇▇▇▇ ▇▇▇▇; thence
west two hundred and seventy one and nine-tenths (271.9) rods to a post
corner in the west line of Warrant No. 2091; thence by said line, north
fifty one and two-tenths (51.2) rods to a post corner thence east two hundred
and ninety nine and four-tenths (299.4) rods to a post corner on the west
bank of Potato Creek; thence up the said creek by its various courses and
distances to the place of beginning.

EXCEPTING AND RESERVING, however, that certain piece or parcel of land
bounded and described as follows:

BEGINNING at a point in the center of the public road leading from Smethport
to Olean, in the division line between the farms formerly of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇▇, an iron on the east side of the road one rod from the center thereof;
thence by the center of said road north fifteen (15) degrees east four
rods, north twenty (20) degrees east six rods, to an iron on east side of
road; thence east fifteen and six tenths (15.6) rods to an iron; thence
south nine and three tenths (9.3) rods to iron in said division line; thence
by said line west eighteen and eight tenths (18.8) rods to the place of
beginning.

ALSO EXCEPTING AND RESERVING, two and sixteen hundredths (2.16) acres of
land more particularly described in deed from ▇▇▇▇▇▇ ▇▇▇▇▇▇ and wife to the
Pittsburgh, Shawmut & Northern Railroad Company, dated October 31, 1899, and
recorded in Deed Book 109, page 486.

ALSO EXCEPTING AND RESERVING, that certain triangular piece or
parcel of land heretofore conveyed by ▇▇▇▇ ▇▇▇▇▇▇▇ to ▇▇▇▇▇▇ County
Refining Company by deed dated May 28, 1932, and recorded in Deed Book 222,
Page 120.

PARCEL NO. 2(B):

But granting and conveying hereby the said triangular piece, bounded and
described as follows: BEGINNING at a point of intersection of the center
lines of the concrete bridge and ▇▇▇▇ Creek, said bridge being over ▇▇▇▇
Creek on U.S. Highway Route No. 6, and running thence southerly seventy three
degrees five minutes east five hundred forty-nine (549) feet to an iron pipe
situate in the westerly line of the Pittsburgh, Shawmut & Northern Railroad
Company's right of way, said pipe being north seventy three (73) decrees
five minutes west from the center pier of the Pittsburgh, Shawmut & Northern
Railroad Company bridge over ▇▇▇▇ Creek; thence along the said right of way
north twenty six (26) degrees twenty (20) minutes east one hundred eighty
nine (189) feet to an iron pipe situated in the westerly line of said
right of way of the Pittsburgh, Shawmut & Northern Railroad Company; thence
south eighty nine (89) degrees ten (10) minutes west six hundred eight (608)
feet to the place of beginning.

PARCEL NO. 3(A)

All of the portions of Lot Nineteen (19) of the ▇▇▇▇▇▇▇ Allotment of lands in
▇▇▇▇▇▇▇ Township, being part of Warrant 2091 which are located East of the
highway leading from Smethport to Coryville, Pennsylvania, Route 446,
bounded on the West by said

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
1990-0002 Page 3 of 14
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highway on the North by lands now or formerly of ▇.▇. ▇▇▇▇▇▇▇, on the East by
Potatoe Creek; on the south by lands now or formerly of Quaker State Oil
Refining Corporation.

EXCEPTING THEREFROM THE FOLLOWING:

1) One (1) acre conveyed by ▇▇▇▇ ▇▇▇▇▇▇ to ▇. ▇. ▇▇▇▇▇ by deed dated
September 15, 1921, in Deed Book 185, Page 295:
2) Fifteen thousand (15,000) square feet conveyed by ▇▇▇▇ ▇▇▇▇▇▇ to
▇▇▇▇▇▇ ▇. ▇▇▇ by deed dated March 29, 1927, recorded in Deed Book 208,
Page 227;
3) Lot conveyed by ▇▇▇▇ ▇▇▇▇▇▇ to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ by deed dated
March 19, 1928, recorded in Deed Book 204, Page 375;
4) One-fourth (1/4) acre conveyed by ▇▇▇▇ ▇▇▇▇▇▇ to S. and R.B. ▇▇▇▇▇▇▇▇▇,
by deed dated February 7, 1930, recorded in ▇▇▇▇ ▇▇▇▇ 229, Page 323;
5) Four tenths (.4) acre conveyed by ▇▇▇▇ ▇▇▇▇▇▇ to Shawmut Realty
Corporation by deed dated March 13, 1930, recorded in Deed Book 212,
Page 380;
6) Five and eight tenths (5.8) acres conveyed by ▇▇▇▇ ▇▇▇▇▇▇ to
School District of ▇▇▇▇▇▇▇ Township by deed dated May 31, 1930,
recorded in Deed Book 214, Page 40.
7) Lot conveyed by ▇. ▇. ▇▇▇▇▇ to Quaker State Oil Refining
Corporation by deed dated July 30, 1963, recorded in Deed Book 410,
Page 531;
8) Lot conveyed by ▇. ▇. ▇▇▇▇▇ to Quaker State Oil Refining
Corporation by deed dated July 30, 1963, recorded in Deed Book 412,
Page 785.
9) Lot containing 2.49 acres conveyed by ▇▇▇▇ ▇▇▇▇▇▇, et vir, to
Pittsburgh, Shawmutt and Northern Railroad Company, dated
December 4, 1889, recorded in Deed Book 109, Page 271;
10) Lot containing 1/2 acre conveyed from ▇▇▇▇ ▇▇▇▇▇▇, et vir, to M.L. Weim,
et ux, dated March 29, 1927, recorded in Deed Book 106, Page 24;
11) Lot conveyed by ▇▇▇▇ ▇▇▇▇▇▇, et vir, to Bradford Electric Company,
deed dated July 10, 193, and recorded in Deed Book 214, Page 74;
12) Lot containing 1/4 acre conveyed from ▇▇▇▇ ▇▇▇▇▇▇, et: vir, to ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, et ux, dated February 7, 1930, recorded in Deed Book 224,
Page 323:
13) Parcel containing 21.6 acres from ▇▇▇▇ ▇. ▇▇▇▇▇, et ux, to ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, et ux, dated May 14, 1957, recorded in Deed Book 328. Page 25;

BEGINNING at an iron stake in the westerly line of the public highway leading
from Smethport to Coryville, the southeast corner of land of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
at Farmers Valley Corners, thence West along the north line of a lot conveyed
to ▇. ▇▇▇▇▇▇▇▇▇▇▇ by C. E. B. Hatch by deed dated April, 1884, DB 33, Page
50, 73 feet 6 inches to a post corner: thence northerly parallel with the
highway 56 feet to a post corner, thence Eastwardly at right angles to said
highway 18 feet to a post corner, thence northerly and parallel with said
highway, 28 feat to a post corner; thence easterly at right angles to said
highway 46 feet 2 inches to the westerly line of said highway, thence
southerly along said highway line 48 feet to the place of beginning.

PARCEL NO. 3(b)

BEGINNING at the intersection of the center line of the highway leading from
Farmers Valley to Colevile with the center line of the highway leading
from Smethport to Coryville; thence along the center of said Smethport
and Coryville Highway, South thirty-four and one-half degrees West (S. 34
1/2Degrees W.) two hundred fifty-three and five tenths (253.5) feet, more
or less, to the Northeast corner of land conveyed to ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ by C. E. B. Hatch, by deed dated April 1, 1884, and recorded

Schedule A - (Continued)
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COMMITMENT NO.
1990-0002 Page 4 of 14
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in Deed Book Volume 33, at page 50; thence West along the North
line of said ▇▇▇▇▇▇▇▇▇▇▇'▇ lot three hundred thirty-one (331) feet, more
or less, to the Northwest corner thereof: thence North eighty-one (81)
feet, more or less, to a post corner ninety (90) feet South of the South
line of the said Farmers Valley and Coleville Highway, being the Southeast
corner of a lot conveyed to said ▇. ▇. ▇▇▇▇▇ by ▇. ▇. ▇▇▇▇▇; thence West one
hundred (100) feet to a post corner; thence North ninety (90) feet to a post
corner in the South line of said highway; thence East along said South line
one hundred (100) feet to a post corner; thence North twenty-five (25)
feet, more or less, to the center of said highway; thence along the center of
said highway, South eighty-seven and one-half degrees East (S. 87 1/2 Degrees
E.) four hundred seventy-five (475) feet, more or less, to the place of
beginning.

EXCEPTING THEREFROM THE FOLLOWING:

BEGINNING at a post corner at the Northwest corner of a certain lot conveyed
by C. E. B. Hatch to ▇. ▇▇▇▇▇▇▇▇▇▇ by deed dated April 1, 1889, recorded in
Deed Book Volume 33, Page 50: thence North eighty-one (81) feet, more or
less, to a post ninety (90) feet South from the South line of the Farmers
Valley - Coleville highway, being also the Southeast corner of lot conveyed
by ▇. ▇. ▇▇▇▇▇ to ▇. ▇. ▇▇▇▇▇ by deed dated March 26, 1906, recorded in Deed
Book Volume 141, page 108; thence West thirty-five (35) feet more or less,
along the south line of said ▇▇▇▇▇ lot, to a post corner therein; thence
North ninety (90) feet to a post corner in the South line of the Farmers
Valley - Coleville highway; thence east thirty-five (35) feet, more or less,
along the South line of said Farmers - Valley Coleville highway to a post
corner in the East line of the ▇▇▇▇▇ lot; thence North twenty-five (25) feet
to the center line of said highway; thence East ninety (90) feet along
the center line of said highway to a point; thence South one hundred
eighty-nine (189) feet, more or less, to a post in the North line of said
▇▇▇▇▇▇▇▇▇▇ lot; thence West ninety-one (91) feet, more or less, along the
North line of said ▇▇▇▇▇▇▇▇▇▇ lot to the place of beginning.

PARCEL NO. 3(c):

BEGINNING at a point in the center of State Highway #96 leading from Farmers
Valley to Bradford, the Northwest corner of the H. D. ▇▇▇▇▇ lot; thence South
by the West line of said ▇▇▇▇▇ lot one hundred (100) feet to an iron stake;
thence West one hundred twenty (120) feet to an iron stake; thence North and
parallel with first described course one hundred (100) feet to a point in
the center of said public highway; thence East by the center of said public
highway one hundred twenty (120) feet to the place of beginning.

PARCEL NO. 3(d):

BEGINNING at a stone corner on the bank of Potato Creek; thence running South
along the line of the; Shawmut Railroad until striking M. A. ▇▇▇▇▇▇'▇ East
and West line thence directly East to Potato Creek; thence Northward to the
place of beginning.

PARCEL NO. 3(e):

BEGINNING at the Northwest corner of Lot 137 contracted to ▇. ▇. ▇▇▇▇▇▇▇▇▇▇;
thence East thirty-seven perches (37 p) to a post; thence North one
hundred one perches (101 p) to a post on the bank of Potato Creek; thence
up said creek North eighty-five degrees West (N. 85Degrees W.) seven (7)
perches: thence North twenty-five degrees West (N. 25Degrees W.) seventeen
(17) perches; thence North four degrees west (N. 4Degrees W.) ten and seven
tenths (10.7) perches: thence North forty-six degrees West (N. 46Degrees W.)

SCHEDULE A - (CONTINUED)
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Commitment No.
1990-0002 Page 5 of 14
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ten (10) perches; thence South sixty-four degrees West (S. 64DEG. W.)
eleven (11) perches; thence South fifty degrees West (S. 50DEG. W.)
twenty-five and six tenths (25.6) perches: thence South eighteen degrees (S.
18DEG.) fifteen (15) perches; thence South twenty-one and one-half degrees
East (S. 21 1/2DEG. E.) twenty-eight (28) perches; thence South
twenty-five degrees West (S. 25DEG. W.) eighteen (18) perches; thence
South fifty-eight degrees West (S. 58DEG. W.) ten (10) perches; thence
South two degrees west (S. 2DEG. W.) eleven and eight tenths (11.8) perches:
thence North eighty-six and one-half degrees East (N. 86 1/2DEG. E. )
thirty-one and five tenths (31.5) perches; thence South forty-six degrees
East (S. 46DEG. E.) thirteen and eight tenths (13.8) perches; thence South
twenty degrees West (S. 20DEG. W.) seventeen (17) perches; thence
South thirty-six degrees West (S. 36DEG. W.) nineteen (19) perches to
the place of beginning.

PARCEL NO. 4:

BEGINNING at a post corner at the Northwest corner of premises conveyed by
▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ by deed dated April 1, 1884,
and recorded ▇▇▇▇▇▇ County Deed ▇▇▇▇ Volume 33, Page 50; thence North eighty-
one (81) feet more or less to a post corner situate ninety (90) feet South
of the South line of the Farmers Valley-Coleville Highway, being the
Southeast corner of premises heretofore conveyed by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, by deed dated March 26, 1906, and recorded in ▇▇▇▇▇▇ County
Deed Book Volume 141, Page 108; thence West along the South line of said
▇▇▇▇▇ premises, one hundred (100) feet to a post corner, being the
Southwest corner of said ▇▇▇▇▇ premises or lot; thence North fifteen (15)
feet more or less to a post corner, being the Southeast corner of a lot of
land conveyed by ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. and wife to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇
▇▇▇▇▇▇▇▇▇, husband and wife, by deed dated October 23, 1926, recorded in
▇▇▇▇▇▇ County Deed Book 199, page 207: thence West one hundred twenty (120)
feet along the South line of said ▇▇▇▇▇▇▇▇▇▇ lot to a post corner, being the
Southwest corner of said ▇▇▇▇▇▇▇▇▇▇ lot; thence North along the west side
of said ▇▇▇▇▇▇▇▇▇▇ lot, one hundred (100) feet to a point in the center
line of the said Farmers Valley-Coleville Highway; thence West by the
center line of said Highway to the point of intersection thereof with the
North line of the Smethport-Coleville Highway, known as State Highway
Route No. 46; thence Southeast by the North line of said Highway Route
No. 46 to a post corner, being the southwest corner of a parcel of land
heretofore conveyed by ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, et al, to ▇▇▇▇▇▇ County Refinery, by
deed dated May 4, 1927, and recorded in ▇▇▇▇▇▇ County Deed Book 201, Page
444; thence along the West line of said parcel of land ninety-five (95) feet
more or less, to the point of beginning.

PARCEL NO. 5:

BEGINNING at a post corner at the Northwest corner of a certain lot
heretofore conveyed by ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, by
deed dated April 1, 1884, and recorded in ▇▇▇▇▇▇ County Deed Book Vol. 33,
Page 50; thence North eighty-one (81) feet more or less to a post corner
ninety (90) feet South from the South line of the Farmers Valley-Coleville
Highway, being also the Southeast corner of a lot of land conveyed by
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, by deed dated March 26, 1906, and
recorded in ▇▇▇▇▇▇ County Deed ▇▇▇▇ Volume 141, Page 108, etc;
thence West thirty-five (35) feet, more or less, along the South line of
said ▇▇▇▇▇ lot to a post corner therein; thence North ninety (90) feet to
a post corner in the South line of said Farmers Valley-Coleville
Highway; thence East thirty-five (35) feet more or less along the South
line of said Farmers Valley-Coleville Highway to a post corner in the East
line of said ▇▇▇▇▇ lot; thence North twenty-five (25) feet to the center
line of said highway; thence East ninety (90) feet along the center line

SCHEDULE A - (CONTINUED)
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COMMITMENT NO. Page 6 of 14
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of said highway to a point; thence south one hundred eighty-nine
(189) feet more or less to a post in the North line of said ▇▇▇▇▇▇▇▇▇ lot;
thence West ninety-one (91) feet, more or less along the north line
said ▇▇▇▇▇▇▇▇▇ lot to the place of beginning.

PARCEL NO. 6:

BEGINNING at a point in the center of the public road leading from Smethport
to Olean in the division line between the farms formerly of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇▇, an iron on the east side of the road one rod from the center thereof;
thence by the center of said road north fifteen (15) degrees east four
rods north twenty (20) degrees east six rods to an iron on east side of
road; thence east fifteen and six tenths (15.6) rods to an iron; thence
south nine and three tenths (9.3) rods to iron in said division line;
thence by said line west eighteen and eight tenths (18.8) rods to the place
of beginning.

PARCEL NO. 7:

BEGINNING at a point on the improved highway, U.S. Route No. 6 and also the
northwest corner of land of ▇▇▇▇▇▇▇ Township School District; thence south 34
degrees 57 minutes east, 10 rods to a point: thence south 36 degrees 34
minutes west, 4 rods to a point: thence north 34 degrees 57 minutes west 10
rods to a point on U.S. Route No. 6; thence along said U.S. Route No. 6 in
a northeasterly direction 4 rods to the northwest corner of land of
▇▇▇▇▇▇▇ Township School District mentioned aforesaid.

PARCEL NO. 8(A):

BEGINNING at a point in the South line of a Public Road, distant twenty-seven
feet and five-tenths of a foot southeastwardly at right angles from the
center line of main track of the Western New York and Pennsylvania Railroad
Company, formerly the main track of the Pittsburgh, Shawmut and
Northern Railroad, said beginning point being also distant thirty-four
feet and nine-tenths of a foot measured North eighty-eight degrees
fifteen minutes East along said south line of Public Road from a point at
Survey Station 4434 plus 31.72 in said center line of main track.

EXTENDING from said beginning point the following six courses and
distances: (1) North eighty-eight degrees fifteen minutes East along said
South line of Public Road twenty-eight feet and fifty-five one-hundredths of
a foot to a point in a northwesterly line of land of the Quaker State Oil
Refining Corporation, the following two courses and distances being by said
last mentioned land on a line parallel with and distant fifty feet
Southeastwardly at right angles and radially from said center line
of main tract; (2) South thirty-six degrees fifteen minutes West, nine
hundred fifty-four feet and sixty four one-hundredths of a foot to a point
Southeastwardly and radially from the point of curve at Survey Station 4443
plus 47.3 in said center line of main track; (3) Southwestwardly from the
last course as a tangent, on a curve to the left with a radius of one
thousand three hundred eighty-two feet and sixty nine one-hundredths
of a foot, crossing a private road an arc length of two hundred
sixty-five feet and forty-six one-hundredths of a foot to a point;
the following three courses and distances being by land of said Railway
Company; (4) North sixty-four degrees forty-five minutes West, twenty-two
feet and five-tenths of a foot to a point distant twenty-seven feet and
five-tenths of a foot Southeastwardly and radially from a point at
Survey Station 4446 plus 22.3 in said center line of main tract, the
following two courses and distances being on a line parallel with and
distant

SCHEDULE A - (CONTINUED)
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COMMITMENT NO. Page 7 of 14
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twenty-seven feet and five-tenths of a foot Southeastwardly, radially and
at right angles from said center line of main tract; (5)
Northeastwardly on a curve to the right, with a radius of one thousand four
hundred five feet and nineteen one-hundredths of a foot, crossing said
private road an arc length of two hundred sixty-nine feet and seventy-eight
one-hundredths of a foot to a point Southeastwardly and radially from
said point of curve at Survey Station 4443 plus 47.3 in said center
line of main track, and thence (6) North thirty-six degrees fifteen minutes
East, tangential to said last described curve, nine hundred thirty-seven
feet and six one-hundredths of a foot to the place of beginning.

PARCEL NO. 8(b):

BEGINNING at a point in the South line of a Public Road, distant twenty-
seven feet and five-tenths of a foot Northwestwardly at right angles
from the center line of main track of the Western New York and Pennsylvania
Railway Company, formerly the main tract of the Pittsburgh, Shawmut and
Northern Railroad, said beginning point being also distant thirty-four feet
and nine-tenths of a foot measured South eighty-eight degrees fifteen minutes
West along said South line of Public Road from a point at Survey Station 4434
plus 31.72 in said center line of main track;

EXTENDING from said beginning point, the following six courses and distances:
the first three thereof being by land of said Railway Company and the first
two thereof being in a line parallel with and distant twenty-seven feet and
five-tenths of a foot Northwestwardly, at right angles and radially from said
center line of main track; (1) South thirty-six degrees fifteen minutes West,
eight hundred ninety-four feet and one-tenths of a foot to a point,
Northwestwardly and radially from the point of curve at Survey Station 4443
plus 47.3 in said center line of main track; (2) Southwestwardly from the
last course as a tangent, on a curve to the left with a radius of one
thousand four hundred sixty feet and nineteen one-hundredths of a foot,
crossing a private road, an arc length of three hundred feet and seventy-
three one-hundredths of a foot to a point Northwestwardly and radially from
Survey Station 4446 plus 42.3 in said center line of main track; (3) North
sixty-five degrees thirty-three minutes West twenty-two feet and five-tenths
of a foot to a point in a Southeasterly line of land of the Quaker State Oil
Refining Corporation, the following two courses and distances being by said
last mentioned land on a line parallel with and distant fifty feet
Northwestwardly, radially and at right angles from said center line of main
track; (4) Northeastwardly on a curve to the right with a radius of one
thousand four hundred eighty-two feet and sixty-nine one-hundredths of a
foot, crossing said private road an arc length of three hundred five feet and
thirty-six one-hundredths of a foot to a point Northwestwardly and radially
from said point of curve at Survey Station 4443 plus 47.3 in said center line
of main track; (5) North thirty-six degrees fifteen minutes East tangential
to said last described curve eight hundred seventy-six feet and fifty-two
one-hundredths of a foot to a point in said south line of Public Road, and
(6) thence North eighty-eight degrees fifteen minutes East along said south
line of Public Road twenty-eight feet and fifty-five one-hundredths of a foot
to the place of beginning.

PARCEL NO. 9(A):

All that certain piece or parcel of land, a portion of Lots 17 and 19 in
Warrant 2091, situate and lying along the Southeasterly side of Route 446 in
▇▇▇▇▇▇▇ Township. County of ▇▇▇▇▇▇, Commonwealth of Pennsylvania, and being
more particularly bounded

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
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and described as follows:

BEGINNING at a 1" pipe in the northwesterly right-of-way of the
former Pittsburgh, Shawmut & Northern Railroad, 50 feet at right
angles from the centerline thereof, being 1075 feet, more or less,
northeasterly along said railroad from the centerline of the Farmers Valley
Crossroad as shown on survey dated June 8, 1988, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
surveyor, said point of beginning being in the line dividing Lot 17 on the
north and Lot 19 on the south; thence from the place of beginning S 40 Degrees
03 Seconds W along said right-of-way line 442.2 feet to a 1" pipe set; thence
S 62 Degrees 36 Minutes W, along lands of Quaker State Corporation, a
distance of 217.8 feet to a 1" pipe set; thence N 54 Degrees 20 Minutes W
along lands of Quaker State Corporation, passing over a 1/2" iron rod at
549.2 Minutes, for a total distance of 578.7 feet to a point in the
centerline of Route 446; thence N 38 Degrees 00 Minutes E along said
centerline a distance of 239.0 feet to a point, the southwest corner of lands
of ▇▇▇▇▇▇▇ ▇▇▇▇▇; thence S 55 Degrees 50 Minutes 20 Seconds E along said line
of Brown, 120.95 feet to a 3/4" pipe set in the aforementioned Lot Line;
thence S 88 Degrees 26 Minutes 20 Seconds E along said lot line a distance of
701.1 feet to the place of beginning.

PARCEL NO. 9(B):

BEGINNING at a point on the south line of the premises now or formerly of
Smethport Area School District, containing 14.8 acres and situate at
Farmers Valley, ▇▇▇▇▇▇ County, Pennsylvania, said point being located
North 83 Degrees West 426 feet and 4 inches from a point in the center of
Pennsylvania State Highway Route 446, which point marks the southeast corner
of the parsonage lot adjacent to the church at Farmers Valley; thence North
7 Degrees East 20 feet to a corner; thence North 83 Degrees West 20 feet to a
corner; thence South 7 Degrees West 20 feet to a corner on the said south line
of the property now or formerly of Smethport Area School District;
thence by the South line of said property of land now or formerly of
Smethport Area School District, South 83 Degrees East, 20 feet to the place of
beginning.

EXCEPTING AND RESERVING, a parcel of land containing 3.45 acres,
conveyed from Smethport Area School District to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, et
ux, dated August 23, 1984, recorded in Record Book 23, Page 1063.

PARCEL NO. 10:

BEGINNING at a point marking the Northwest corner of a lot of land heretofore
conveyed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, widow, to Quaker State Oil Refining
Corporation by deed dated February 27, 1963, and recorded March 22, 1963, in
Deed Book Volume 410, page 531 and running thence North eighty-six
degrees fifty minutes West (N. 86 Degrees 50 Minutes W.) a distance of
two hundred forty (240) feet, more or less, to a point in the center of
the Smethport to Olean road; and running thence Southwesterly along the
center line of the said Olean road a distance of eighty (80) feet, more or
less, to a point marking the Northwest corner of a lot of land conveyed by ▇.
▇. ▇▇▇▇▇▇▇, et ux, to Quaker State Oil Refining Corporation by deed dated
April 10, 1963, and recorded April 11, 1963, in Deed Book 410, page 773
and running thence East along the North line of said ▇▇▇▇▇▇▇ property two
hundred seventy eight and eighty-five hundredths (278.85) feet, more or less,
to a point in the West line of the said property conveyed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
to Quaker State Oil Refining Corporation; and running thence North three
degrees ten minutes East (N. 3 Degrees 10 Minutes E.) seventy (70) feet, more
or less, to the place of beginning.

PARCEL NO. 11:

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
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PARCEL NO. 11:

BEGINNING at a point in the center of the road leading from Farmers Valley to
Turtle Point, said point being one hundred forty-six feet (146) feet westerly
from the center line of the Pittsburgh, Shawmut and Northern Railroad
and twenty (20) feet South of an iron post marking the Eastern boundary of
the lot herein conveyed; and running thence Northerly one hundred fifty
(150) feet to the northeasterly corner thereof; and running thence Westerly
and parallel to the said Farmers Valley to Turtle Point road one hundred feet
(100) feet to an iron pipe corner; and running thence Southerly and parallel
with the Eastern boundary hereof one hundred fifty (150) feet to the center
of said road; and running thence Easterly along the center line of said road
one hundred feet (100) feet to the place of beginning.

PARCEL NO. 12:

BEGINNING at a point in the center line of the highway leading from the
corners at Farmers Valley Easterly to Turtlepoint and at the southwest
corner of a parcel of land conveyed by ▇▇▇▇ ▇. ▇▇▇▇▇▇ and husband to
the Shawmut Realty Corporation by deed dated March 13, 1930, and recorded
in ▇▇▇▇▇▇ County Records in Deed Book Volume 212, Page 380, said point
being one hundred (100) feet distance Northwesterly at right angles
from the center line of the tract of land conveyed by the said ▇▇▇▇ ▇.
▇▇▇▇▇▇ and husband to the Pittsburgh, Shawmut and Northern Railroad by deed
dated December 4, 1889, and recorded in said records in Deed Book Volume
109, Page 271; and running thence North eighty-six degrees fifty minutes
West (N. 86 Degrees 50 Minutes W.) along the center line of the said
Farmers Valley to Turtlepoint road four hundred fifteen and thirty-five
hundredths (415.35) feet, more or less, to the southeast corner of a parcel
of land conveyed by the said ▇▇▇▇ ▇. ▇▇▇▇▇▇ and husband to ▇. ▇. ▇▇▇▇▇ by
deed dated September 15, 1921, and recorded in said records in Deed Book
Volume 185, at page 295; and running thence North three degrees ten minutes
East (N. 3 Degrees 10 Minutes E.) along the east line of the former ▇. ▇.
▇▇▇▇▇ (now ▇▇▇▇▇▇▇) property, and other land now or formerly of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇, a distance of two hundred (200) feet, more or less, to an iron pipe
corner; and running thence South eighty-six degrees fifty minutes East (S.
86 Degrees 50 Minutes E.) on a line parallel with the center line of the
said Farmers alley to Turtle point road a distance of five hundred
eighty-one and eight-tenths (581.8) feet, more or less, to an iron pipe
corner set in the northwesterly line of the said Shawmut Realty lands
hereinabove referred to; and running thence South forty-two degrees
fifty-six minutes West (S. 42 Degrees 56 Minutes W.) along said line of the
Shawmut Realty Corporation two hundred sixty and two-tenths (260.2) feet,
more or less, to the place of beginning.

EXCEPTING AND RESERVING, therefrom, a certain parcel of land
heretofore conveyed by ▇▇▇▇ ▇. ▇▇▇▇▇▇ and husband to ▇▇▇▇▇▇ ▇. ▇▇▇, by deed
dated March 29, 1927, and recorded in said ▇▇▇▇▇▇ County Records in Deed Book
208, Page 227.

ALSO EXCEPTING AND RESERVING, ▇▇▇▇▇▇▇▇▇, a certain parcel of land conveyed
by ▇▇▇▇ ▇. ▇▇▇▇▇▇ and husband to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, by deed dated March 19,
1928, and recorded in said ▇▇▇▇▇▇ County Records in Deed Book Volume 204,
Page 375.

PARCEL NO.13:

BEGINNING in the center of the public highway leading from the corners
at Farmer Valley easterly to Turtle Point at the southwest corner of a
parcel of land conveyed by ▇▇▇▇▇ Brothers to ▇▇▇▇▇ ▇▇▇▇▇, and being
approximately twenty (20) feet south

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
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of an iron post corner; thence northerly one hundred fifty (150) feet, more
or less, to the north line of a parcel of land described in deed from ▇▇▇▇
▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ Brother, dated September 1, 1930, and recorded in Deed
Book 214, at Page 283, ▇▇▇▇▇▇ County records, being the northwest corner of
the said ▇▇▇▇▇ ▇▇▇▇▇ lot; thence westerly along the line mentioned in
said ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ deed seventy (70) feet to an iron post corner;
thence southerly and parallel with the west line of said ▇▇▇▇▇ ▇▇▇▇▇
lot one hundred forty-six and seventy one-hundredths (146.70) feet,
more or less, to the center of said public highway; thence easterly along
the center of said public highway, seventy (70) feet to the place of
beginning.

PARCEL NO. 14:

BEGINNING at a post standing in the center of the four corners of the road
two hundred and twenty (220) perches East from the Northwest corner of land
of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Lot No. 20 of the Allotment of ▇▇▇▇▇▇▇ lands in ▇▇▇▇▇▇▇
Township; thence by the center of the Olean Road North thirty seven and
one-half (37 1/2) degrees East ten and one tenths (10.1) perches to a post
corner; thence East sixteen and nine-tenths (16.9) perches to a post corner;
thence South eight (8) perches to the center of the Turtle Point Road; thence
by the said road West twenty-two and nine tenths (22.9) perches to the place
of beginning.

Parcel No. 15(A):

BEGINNING at a post corner in the bank of Potato Creek at Northwest corner of
land conveyed to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Lot No. 141; thence South 135 rods to a
post, the southwest corner of same; thence West 13.5 rods to a birch
the Northwest corner of land heretofore conveyed to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Lot
No. 142; thence South 69.8 rods to the center of the Public Highway; thence
by center of said Public Highway South 47 degrees West 64.8 rods to a corner;
thence West 64 rods to a corner; thence North 81 rods to a corner; thence
West 16.4 rods to a corner; thence North 44 rods to the North line of
the Pennsylvania Railroad right-of-way; thence by said right of way
line South 50 degrees West 40 rods and South 48 degrees West 67.4 rods to
West line of ▇▇▇▇▇▇▇ Lot No. 230; thence North 92 rods to a post in the South
bank of said Potato Creek, the Northwest corner of same; thence down the said
stream by its several courses and distances to the place of beginning. Being
Lot Nos. 139 and 230 and parts of Lot Nos. 140 and 225 in Warrants Nos.
2091, 2093, 2094 and 2095.

PARCEL NO. 15(B):

BEGINNING at a post, the Southwest corner of Lot No. 141 of ▇▇▇▇▇▇▇ lands
in said Township and in the North line of Lot No. 142; thence South 8 1/2
Degrees East along the West line of land heretofore conveyed to ▇. ▇▇▇▇
and subsequently occupied or owned by ▇. ▇. ▇▇▇▇, 50.2 rods to a post in
the center of the public road; thence by the center of the public road
Southwesterly 25.8 rods to a post in the East line of ▇▇▇▇▇▇▇ Lot No.
140: thence Northerly by the East line of ▇▇▇▇▇▇▇ Lots 140, 225 and 139,
69.8 rods to a post, the Northwest corner of same ▇▇▇▇▇▇▇ Lot No. 142;
thence by the North line of said lot No. 142, Easterly 13.5 rods to the
place of beginning.

EXCEPTING AND RESERVING thereout that part of the above described premises as
conveyed by Niagara Oil Corporation to ▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, by deed dated August 29, 1935, bounded and described as follows:

BEGINNING at a pipe in the south bank of Potato Creek said pipe being the
northwest

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
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corner of the ▇.▇. ▇▇▇▇ Farm, thence North 60 Degrees 16 Minutes West, along
the course of Potato Creek 169.5 feet to a pipe, thence south 3,363 feet to
the center line of the back road running between Smethport and Coryville;
thence north 51 Degrees east along the center line of the aforementioned
road, 349 feet to a pipe, the southwest corner of the ▇.▇. ▇▇▇▇ farm,
thence north 8 Degrees 25 Minutes west along the west line of the ▇.▇. ▇▇▇▇
farm 829.2 feet to a pipe, thence north along the west line of the ▇.▇. ▇▇▇▇
farm, 2,240.0 feet to the place of beginning. Being a strip of land
adjoining the west line of the ▇.▇. ▇▇▇▇ farm in Warrants 2093 and 2094.

PARCEL NO. 16(A):

BEGINNING at a corner on the East bank of Potato Creek, and being the
Northwest corner of Lot No. 136 contracted by ▇▇▇▇▇▇▇ & Company to ▇.▇.
▇▇▇▇▇▇; thence East one hundred and sixty-one (161) perches to the Northeast
corner of said Lot No. 136; thence North fifty (50) perches to a post on the
West line of Lot No. 225, and the Southeast corner of Lot No. 230; thence
by South line of Lot 230 and 138 West eighty five and three-tenths
(85.3) perches to a corner on the East bank of Potato Creek; thence
up said creek by the several courses and distances to the place of beginning.
Being Lot No. 137 of the ▇▇▇▇▇▇▇ Allotment of land in ▇▇▇▇▇▇▇ Township and
part of Warrant No. 2091.

EXCEPTING AND RESERVING, a lot 60 by 325 feet conveyed to ▇. ▇▇▇▇▇▇ by deed
dated July 17, 1882, and recorded in ▇▇▇▇▇▇ County in Deed Book 16, Page 72.
Also excepting and reserving a lot conveyed to ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ by ▇▇▇▇▇▇ ▇.
▇▇▇▇▇ by deed dated November 5, 1888 and recorded in Deed Book 46, Page 197.

PARCEL NO. 16(B):

BEGINNING at the Southeast corner of land conveyed to ▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ Lot No. 137, and the Northeast corner of ▇▇▇▇▇▇▇ Lot No. 136;
thence North eighty (80) perches to Northwest corner of ▇▇▇▇▇▇▇ Lot No. 225;
thence East along the North line of said Lot No. 225, forty nine and two-
tenths (49.2) rods to a post corner; thence South eighty seven (87) rods to a
post corner in the North line of ▇▇▇▇▇▇▇ Lot No. 224; thence West forty nine
and two-tenths (49.2) rods to the place of beginning.

PARCEL NO. 16(C):

BEGINNING at a post in the North line of said lot No. 137, at the
intersection of the East line of lands of the Mt. ▇▇▇▇▇▇ and Buffalo
Railroad; thence along said railroad line North 48 degrees East, sixty
seven and four-tenths (67.4) rods; thence North 58 degrees East, thirty six
(36) rods to the East line of Lot No. 230; thence South thirty eight (38)
rods to North line of Lot No. 225; thence West thirty six (36) rods to the
Northwest corner of Lot No. 225; thence South twenty-nine and five tenths
(29.5) rods to the Northeast corner of said Lot No. 137; thence West forty
eight (48) rods to the place of beginning. Part of Lot No. 230.

PARCEL NO. 16(D):

BEGINNING at a hemlock the Northwest corner of land of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lot No.
224; thence by West line of same South thirty nine and five-tenths (39.5)
perches to a post corner in the centre of the road; thence by the road North
forty nine and one-half (49 1/2) degrees West thirty four (34) rods and North
89 1/2 degrees West forty (40) perches to the Southeast corner of lot
containing one acre and 102/160 acres; thence North seventeen (17) perches to
a post, the Northeast corner of the same; thence East sixty

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
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five and eight-tenths (65.8) perches to the place of beginning.
Part of Lot no. 136 ▇▇▇▇▇▇▇ Township and part of Warrant No. 2091.

PARCEL NO. 16(E):

BEGINNING at a post in the center of the road in the south line of lands of
▇▇▇▇ ▇▇▇▇▇▇▇▇ Lot No. 137; thence East by South line of Lot No. 137, thirty
and eight-tenths (30.8) rods to a post corner; thence South seventeen (17)
perches to a post corner in the center of the road; thence by the center of
the road North 62 degrees West thirty five (35) rods to the place of
beginning.

PARCEL NO. 16(F):

BEGINNING at a post corner in the center of the highway leading from
Farmers Valley to East Valley; thence South 30 1/2 degrees West, thirteen
and five-tenths (13.5) rods to a post corner in the line between ▇▇▇▇. ▇.
▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇; thence West six (6) rods and nine (9) feet to a post
corner; thence North 29 1/2 degrees East twenty (20) rods and four (4) feet
to a post corner in the ▇▇▇▇▇▇ of the highway; thence East 57 degrees South
along said highway to the place of beginning. Part of Lot No. 137 of
▇▇▇▇▇▇▇ lands in said Township.

PARCEL NO. 16(G):

BEGINNING at a post on the East bank of Potato Creek the Northwest corner of
lands of ▇▇▇▇▇▇ ▇. ▇▇▇▇, formerly of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇; running thence by bank
of said Potato Creek in a general direction North 46 degrees East fifty six
(56) rods in a general direction North 36 degrees West thirteen and
eight-tenths (13.8) rods; thence by land of ▇▇▇▇▇▇▇ ▇▇▇▇ eastwardly forty
five and three-tenths (45.3) rods; thence by west boundary of right of way of
the Pennsylvania Railroad Company, formerly Western New York and
Pennsylvania Railroad Company, South forty degrees west six and five
tenths (6.5) rods South 26.2 degrees West, sixteen and five-tenths (16.5)
rods; thence south 17.5 degrees west, eighteen and four-tenths (18.4)
rods; South 35.5 degrees East three and five-tenths (3.5) rods and south 6
1/2 degrees West, nine and two-tenths (9.2) rods; thence by North line of
lands of ▇▇▇▇▇▇ ▇. ▇▇▇▇, formerly ▇▇▇▇, West sixty one (61) rods to the
place of beginning.

PARCEL NO. 17:

BEGINNING at a post standing one hundred and twelve (112) rods east and fifty
one and three tenths (51.3) rods north of the northeast corner of a lot of
land conveyed by ▇▇▇▇ ▇▇▇▇▇▇▇ and Company to ▇▇▇▇▇▇ ▇▇▇▇; thence west two
hundred and seventy one and nine tenths (271.9) rods to a post corner in the
west line of Warrant No. 2091; thence by said line north fifty one and two
tenths (51.2) rods to a post corner; thence east two hundred and ninety nine
and four tenths (299.4) rods to a post corner on the west bank of Potato
Creek; thence up the said creek by its various courses and distances to the
place of beginning.

EXCEPTING AND RESERVING, however, all that certain piece or parcel of land
bounded and described as follows: BEGINNING at a point in the center
of the public road leading from Smethport to Olean in the division line
between the farms formerly of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇, an iron on the east
side of the road one rod from the center thereof; thence by the center of
said road north fifteen (15) degrees east four rods,

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
Page 13 of 14
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north twenty (20) degrees east six rods, to an iron on east side of road;
thence east fifteen and six tenths (15.6) rods to an iron; thence south nine
and three tenths (9.3) rods to iron in said division line; thence by said
line west eighteen and eight tenths (18.8) rods to the place of beginning.

ALSO EXCEPTING AND RESERVING, two and sixteen hundredths (2.16) acres of
land more particularly described in a deed from ▇▇▇▇▇▇ ▇▇▇▇▇▇ and wife, to
the Pittsburgh, Shawmut & Northern Railroad Company, dated October 31, 1899,
and recorded in said office of the Recorder of Deeds in Deed Book Volume
109, Page 486.

ALSO EXCEPTING AND RESERVING, that certain triangular piece or parcel of
land bounded and described as follows: BEGINNING at a point of intersection
of the center lines of the concrete bridge and ▇▇▇▇ Creek, said bridge being
over ▇▇▇▇ Creek on U.S. Highway Route No. 6 and running thence southerly
seventy three degrees five minutes east five hundred forty nine (549) feet
to an iron pipe situate in the westerly line of the Pittsburgh, Shawmut &
Northern Railroad Company's right of way, said pipe being north seventy
three (73) degrees five minutes west from the center pier of the Pittsburgh,
Shawmut & Northern Railroad Company bridge over ▇▇▇▇ Creek; thence along the
said right of way north twenty six (26) degrees twenty (20) minutes east one
hundred eighty nine (189) feet to an iron pipe, situated in the westerly
line of said right of way of the Pittsburgh Shawmut & Northern Railroad
company; thence south eighty nine (89) degrees ten (10) minutes west six
hundred eight (608) feet to the place of beginning.

PARCEL NO. 18(A):

BEGINNING at a post on the west bank of Potato Creek, being the southeast
corner of land conveyed by ▇▇▇▇ ▇▇▇▇▇▇▇ and Company to ▇. ▇. ▇▇▇▇▇▇, in
warrant No. 2091, and being a part of said warrant; thence west one hundred
nine and four tenths (109.4) perches to a post in the center of the public
road; thence south 32 degrees west by said road, twenty-eight and eight
tenths (28.8) perches to a post in the center of said road; thence west one
hundred and ninety-nine (199) perches to a post in the west line of said
warrant; thence south by said warrant line twenty-four and one-tenths (24.1)
perches to the northwest corner of land conveyed to ▇. ▇▇▇▇▇▇▇▇ by
▇▇▇▇▇▇▇ & Co., lot No. 21 in said township; thence east by said ▇▇▇▇▇▇▇▇'
North line, two hundred ninety-seven and four tenths (297.4) perches to the
west bank of Potato Creek; thence down said creek by its various courses
and distances to the place of beginning.

EXCEPTING AND RESERVING, out of the above described lands, a certain parcel
bounded and described as follows: BEGINNING at a post on the west bank of
Potato Creek in the center of the road crossing said creek in Farmers
Valley; thence north 60 decrees west six (6) perches to a post in the center
of said road; thence south 41 degrees west, twenty-five (25) perches to a
post on the north bank of a bayou; thence south 24 degrees west, twenty-
eight (28) perches to a post in the line of mill lot, now or formerly owned
by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Co; thence east along the line of said Mill lot
eleven and one-half (11.5) perches to the west bank of Potato Creek; thence
down the bank of said creek to the place of beginning.

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
(Page 14 of 14)
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PARCEL NO. 18(B):

BEGINNING in the center of the public State Road Highway leading from
Smethport to Farmers Valley at the northeast corner of the ▇▇▇▇▇ ▇▇▇▇▇▇ lot,
where he resided in 1883; thence ▇▇▇ ▇▇▇▇ to the west line of said ▇▇▇▇▇
▇▇▇▇▇▇'▇ "Brewery Lot", as heretofore conveyed to said ▇▇▇▇▇▇ by deed from
C.E.B. Hatch, recorded in said ▇▇▇▇▇▇ County in Deed Book No. 2, page 163;
thence north forty-six (46) feet to the south line of land formerly of ▇.
▇▇▇▇▇▇▇▇▇▇▇; thence by said south line east to the center of the highway
aforesaid; thence southerly by center of said highway to the place of
beginning.

PARCEL NO. 18(C):

BEGINNING in the center of the highway north of the Brewery; thence west in
the north line of land articled to ▇▇▇. ▇▇▇▇ ▇▇▇▇, to back line of said Cook
lot; thence north in line of said Hatch land forty-six (46) feet; thence
east in line of said Hatch's to the center of the highway aforesaid; thence
southerly in the center of said road to the place of beginning.

ALSO, that other lot of land adjacent to the above described lot, bounded
and described as follows: BEGINNING in the center of the highway leading
from Farmers Valley to Smethport and northeast corner of said ▇▇▇▇▇▇▇▇▇▇▇
land; thence west by his line to northwest corner of same; thence south
ninety-two (92) feet to southwest corner of lot owned by Gallup ▇. ▇▇▇▇▇▇;
thence west to northwest corner of land of ▇▇▇▇▇ ▇▇▇▇▇▇; thence north one
hundred and eight (108) feet to a post corner; thence east to the center of
the said highway to a post corner; thence southerly to the place of
beginning, more or less.

PARCEL NO. 18(D):

BEGINNING at a post in the west line of Pennsylvania State Highway Route No.
7, north from the bridge spanning ▇▇▇▇ Creek, and in the north line of lands
hitherto conveyed to said grantor; thence west by said lands of said
grantor one hundred forty-five (145) feet to the easterly edge of the paved
road (State Highway Route No. 46); thence northwesterly by said paved road
two hundred (200) feet to a post; thence by straight line northeasterly a
distance of ninety-five (95) feet to a pipe corner, the northwest corner of
a lot heretofore conveyed to said grantor; thence south by the west line of
said grantor's lot one hundred eight (108) feet to a post, its southwest
corner: thence east by the south line of said grantor's lot two hundred
fifty-five (255) feet to a post and the paved west edge of aforesaid State
Highway Route No. 7; thence south by said State Highway one hundred forty-
three (143) feet to the place of beginning.

Schedule 3.1(a)(ii) ▇▇▇▇▇▇ Easements,
Rights of Way and Rail Crossing Agreements

Rent No. Registry No. Description
-------- ------------ -----------

64500132 151571 6" & 8" water pipe crossing

550124012 267127 8" vapor pipe crossing

55079402 251014 aerial wire crossing

55079302 251013 3 aerial wire crossings

55074402 262016 8" vapor pipe crossing

55072602 251020 12" water pipe crossing

55070802 251009 2 4" steam pipe crossings
2", 3"and 4" oil pipe
crossings

43916562 173339 6", 12", 14", 18" water pipe
crossings

43960712 232938 1 circuit 440 volts, 2 poles

Schedule 3.1(a)(ii) McKean Easements,
Rights of Way and Rail Crossing Agreements

ITEM DATE GRANTOR
---- ---- -------

l. 10-08-56 The Pennsylvania Railroad Company
2. 10-23-52 The Pennsylvania Railroad Company
3. 09-01-49 The Pennsylvania Railroad Company
4. 09-26-79 Consolidated Rail Corporation
5. 12-18-72 Penn Central Transportation Company
6. 09-01-48 The Pennsylvania Railroad Company
7. 09-01-38 ▇▇▇▇▇▇▇, Receiver
8. 04-01-41 The Pittsburgh, Shawmut and Northern Railroad Company
9. 10-23-52 The Pennsylvania Railroad Company
10. 05-07-57 The Pennsylvania Railroad Company
11. 03-21-42 ▇▇▇▇▇▇▇, Receiver
12. 12-20-48 The Pennsylvania Railroad Company
13. 12-15-48 The Pennsylvania Railroad Company
14. 05-04-48 The Pennsylvania Railroad Company
15. 06-22-32 ▇▇▇▇▇▇▇, Receiver
16. 01-22-40 ▇▇▇▇▇▇▇, Receiver
17. 07-13-48 The Pennsylvania Railroad Company
18. 06-14-48 The Pennsylvania Railroad Company
19. 07-09-81 Commonwealth of Pennsylvania
20. 02-01-37 ▇▇▇▇▇▇▇, Receiver
21. 05-08-36 ▇▇▇▇▇▇▇, Receiver
22. 07-17-84 Consolidated Rail Corporation
23. 07-20-84 Consolidated Rail Corporation
24. 12-20-84 The Pennsylvania Railroad Company
25. 12-10-48 The Pennsylvania Railroad Company
26. 12-10-48 The Pennsylvania Railroad Company
27. 12-10-48 The Pennsylvania Railroad Company
28. 04-01-41 ▇▇▇▇▇▇▇, Receiver
29. 04-25-69 Penn Central Company
30. 11-02-48 The Pennsylvania Railroad Company
31. 12-31-47 The Pennsylvania Railroad Company
32. 12-29-49 The Pennsylvania Railroad Company

Schedule 3.1(a)(iii) McKean Contracts and Lease Agreements

Process and catalyst agreements:

1. UOP Platforming Catalyst Supply Contract dated January 1, 1985, between
Quaker State and Cataleasco, Inc., as specifically related to the ▇▇▇▇▇▇
Plant.

2. Service Agreement dated June 1, 1978 between UOP Process Division of UOP,
Inc. and Quaker State, as specifically related to the ▇▇▇▇▇▇ Plant.

3. UOP License and Stock Charge Release Agreement covering 400,000 barrels
per year of fresh stock charge.

Purchase orders and other nonbinding informal supply and service arrangements:

4. Coal Supply Contract dated September 17, 1982 with Valley Coal & Supply,
Inc.

5. North Penn Gas Co. Large Volume Service Agreement dated September 30,
1988

6. American Telephone & Telegraph

7. Culligan Water Conditioning, Inc.

8. United Parcel Service

9. ▇▇▇▇▇ Industrial Laundries

10. Allied Security

11. Kex Copysource

12. Xerox Corporation

Lease:

13. Commercial Lease dated October 1, 1989, with ▇▇▇▇ ▇▇▇▇▇

Railroad Agreements:

14. Transportation Contract Number ICC CR-C-7552 (Conrail, Norfolk and
Western Railway Co. and Southern Railway Co.)

15. Transportation Contract Number ICC CR-C-7541 (Conrail)

16. Transportation Contract Number ICC CR-C-7788 (Conrail and Missouri
Pacific Railroad Company)

17. Conrail Lease 64-3156

18. Conrail Lease 55-07160

19. Union Tank Car Company (cars 57990, 57991, 57992, 57993, 57994, 58581,
58950, and 58951)

20. General American Transportation Company (cars 66435, 66436, 66498, 66499,
66500, 66510, 66511, 66512, 77514, and 82842)

21. General American Transportation Company (cars 11825, 11827, 11828, 31562,
31563, 31564, 31566, 31567, 47152, 47155, 47156, 47157, 47161, 47176,
69251, 69252, 69253, 69254, 69255, 69256, 69257, 69258, 69259, 69260,
69261, 69262, 69263, 69264, 69265, 69266, 69267, 69268, 86452, 86453,
86462, 86463, 86467, and 86732) - under option

22. General American Transportation Company (cars 14699, 47153, 47154,
47159, 47165, 47166, 47167, 47168, 47173, 47175, and 47179)

23. Conrail Sidetrack Agreement Number 270191

Schedule 3.1(a)(vi) ▇▇▇▇▇▇ Vehicles

1984 Celebrity VIN G1AW19R3E1141224

1986 Ford Taurus VIN ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

1982 Ford F-250 Pick-Up Truck VIN ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

1969 Ford Platform Truck VIN F70DUF75218

1971 Chevrolet Rigging Truck VIN CE631P111537

1973 Chevrolet Dump Truck VIN CCE613V161543

1981 Chevrolet Truck VIN ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

1985 Ford Pick-Up Truck VIN ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

1973 Dodge Truck VIN D31BE3S205321

1984 Ford Dump Truck VIN ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

1973 International Truck VIN 53H3AOCHB18670PA

1982 Chevrolet Bucket Truck VIN ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ forklift

Schedule 3.1 (a)(vii) McKean Permits, Licenses,
Certificates of Occupancy and Registrations

Permits:
-------

NPDES Permit No. PA 0002372
Water Quality Management Permit No. 4271201
Water Quality Management Permit No. 4277201
Air Pollution Control Permit No. 42-302-009A
Air Pollution Control Permit No. ▇▇-▇▇▇-▇▇▇
Air Pollution Control Permit No. ▇▇-▇▇▇-▇▇▇
Air Pollution Control Permit No. ▇▇-▇▇▇-▇▇▇
Hazardous Waste Permit PAD046761763
Wetlands Encroachment Permit E42172

Registrations and Licenses:
--------------------------

Federal Registration for tax free transactions (fuel and gasoline) -Form 637
Pennsylvania Liquid Fuels Tax
Pennsylvania Oil Franchise Tax
Pennsylvania Diesel Fuel Use Tax
Yew York Sales and Use Tax prepayment on gasoline
New York Gasoline Tax
New York Report of Bulk Sales of Diesel Fuels
Pennsylvania Sales and Use Tax
Underground Storage Tank registrations:
500 gallon underground storage tank 001 (McKean)
Various registrations, above ground storage tanks

Certificates of Occupancy:
-------------------------

None

Schedule 3.1(b)(i) Emlenton Wax Plant Real Property

All of the tracts listed on this Schedule are conveyed under and subject to:

a) any and all exceptions, reservations, rights of way and easements
granted or reserved by Seller, or its predecessors in title, to the
extent recorded in the county recorder's office or disclosed in
writing to Buyer by Seller;

b) taxes and assessments, both general and special, which are a lien but
not yet due and payable;

c) zoning and other ordinances, laws regulations and other any
governmental impositions, if any, in any way affecting the property
and any improvements thereon;

d) matters which may be discoverable by an accurate survey and inspection
of the property;

e) easements, rights of way and rights of passage, whether or not
appearing of public record; and

f) those matters listed as items 1 through 43 of Schedule B.II. of Ticor
Title Insurance Commitment No.1990-0001, dated January 8, 1990.

SCHEDULE A
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(Page 1 of 8)

--------------------------------------------------------------------------------
Commitment No. Effective Date of Commitment:
1990-0001 January 8, 1990
--------------------------------------------------------------------------------
Your No.:

--------------------------------------------------------------------------------
Prepared For:
TICOR TITLE INSURANCE
ONE PENN SQUARE WEST, SUITE ▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Inquiries Should be Directed to:
▇▇▇▇▇ ▇. ▇▇▇▇▇, ESQ.
▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

1. Policy or Policies to be issued: Amount

(a) / / ALTA Owners Policy - Form_____- 1970 $______________

Proposed Insured:

(b) / / ALTA Loan Policy 1970 $______________

Proposed Insured

2. The estate or interest in the land described or referred to in this
Commitment and covered herein is a Fee Simple.

QUAKER STATE OIL REFINING CORPORATION

3. Title to said estate or interest in said land is at the effective date hereof
vested in:

QUAKER STATE OIL REFINING CORPORATION

4. The land referred to in this Commitment is located in the County of Venango,
Borough of Emlenton, State of Pennsylvania and described as follows:

PARCEL NO. 1(A): (09-05-01)

BEGINNING at a point on the west side of Tenth Street, where the said street
meets the Allegheny River as shown by plan of said ▇▇▇▇ made by ▇. ▇. ▇▇▇▇,
A.D. 1877, thence northward along same side of said street to the place of
intersection thereof with the Right of Way of The Pennsylvania Railroad
Company; thence by same side of said Street north thirty-eight (38) degrees
east to ▇▇▇▇, formerly known as ▇▇▇▇▇▇▇ Avenue; thence by said avenue,
northwestwardly fifty (50) feet to the northeast corner of lands of ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇; thence by lands of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ south fifty-nine (59) degrees
and forty-nine (49) minutes west one hundred (100) feet to a corner; thence
by same north

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
1990-0001 (Page 2 of 8)
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thirty (30) degrees and eleven (11) minutes west seventy-five (75) feet to a
corner; thence by same north fifty-nine (59) degrees and forty-nine (49)
minutes east one hundred (100) feet to the southwest line of ▇▇▇▇ Avenue;
thence by the said Avenue northwestward ninety-four (94) feet; thence by the
same north five (5) degrees and forty-one (41) minutes east thirty-eight (38)
feet to the southernmost point of the Catholic Cemetery; thence by the same
cemetery north fifty-nine (59) degrees west twenty-five and seven-tenths
(25.7) rods to a stake; thence by the same north five (5) degrees east
seventeen and nine-tenths (17.9) rods to a rock; thence by lands of The
Emlenton Cemetery Company north thirty-nine (39) degrees east twenty-six and
two-tenths (26.2) rods to the northern boundary line of the said boro, being
a continuation of and in same direction as the north line of Boundary Street;
thence by the said Emlenton boundary line north sixty (60) degrees west forty
(40) rods, more or less, to the Allegheny River; and thence by the same river
down stream to the place of beginning.

PARCEL NO. 2(A): (09-04-54)

On the North by a lane, street or alley, on the east by lands formerly of ▇.
▇. ▇▇▇▇▇▇, on the south by the Allegheny River, and on the west by Lot =113,
hereinafter described, said premises being Lots Numbers 105 to 112, both
inclusive, in ▇.▇. ▇▇▇▇'▇ survey and plan of the Borough of Emlenton made in
A.D. 1877, the same lots being designated as number 113 to 120, both
inclusive, in ▇.▇. ▇▇▇▇▇▇'▇ survey of the lots in said Borough, A.D. 1868,
lot designated Number 105 in the Sage Survey being described as number 120 in
the ▇▇▇▇▇▇ Survey.

EXCEPTING AND RESERVING from the above-described parcel that certain piece or
parcel of land being marked and designated as Lots Nos. 104 and 105 on the
▇.▇. ▇▇▇▇ Plan of the Borough of Emlenton, 1877, conveyed by Quaker State Oil
Refining Corporation to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, his wife, dated
June 29, 1977, and recorded in the Office of the Recorder of Deeds in and for
Venango County, Pennsylvania, in Deed Book 799, Page 764, which parcel is
more particularly bounded and described as follows:

BEGINNING at a point, which point is located at the northeast corner of Lot
No. 104 in the ▇.▇. ▇▇▇▇ Plan of the Borough of Emlenton, which is also the
northwest corner of Lot No. 103 and being at the point of intersection
between

SCHEDULE A - (CONTINUED)
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COMMITMENT NO.
1990-0001 (Page 3 of 8)
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the division line of Lot No. 104 and No. 103 and the southern side of the
Allegheny Valley right-of-way, now the Penn Central right-of-way or Conrail;
thence North 71DEG. 6' West along the southern side of said Allegheny Valley
right-of-way, a railroad right-of-way, 50 feet to a point; thence North
65DEG. 28' West along the southern side of said right-of-way, 50 feet to a
point being the northwest corner of Lot No. 105 in said plan and being also
located at the point of intersection between the division line of Lot No. 106
and No. 105 and the southern side of the Allegheny Valley Railroad right-of-
way; thence in a southwesterly direction along the division line between Lot
No. 106 and No. 105 in the Sage Survey 129.5 feet to the low water mark of
the Allegheny River; thence in a southeasterly direction along the low water
mark of the Allegheny River by its various courses and distances, 113.75
feet, more or less, to the point of intersection between the division line of
Lot No. 104 and No. 103 in said Sage Plan aforesaid extended to the low water
mark of the Allegheny River; thence in a northeasterly direction from said
point sufficient distance along the division line between Lots 103 and 104 as
extended and the said division line, sufficient distance, being 137.47 feet,
more or less, to the southern side of the Allegheny Valley Railroad right-of-
way.

PARCEL NO. 2(B):

ALL the undivided one-half interest in that certain lot of land situate in
the Borough of Emlenton, County of Venango, Commonwealth of Pennsylvania,
bounded and described as follows:

On the North by a lane, street or alley, on the east by the lands next above
described, on the south by the Allegheny River, and on the west by the "▇▇▇
Lot", and being Lot Number 113 in ▇. ▇. ▇▇▇▇'▇ survey and plan of said
Borough of Emlenton made in A. D., 1877, or number 112 in ▇. ▇. ▇▇▇▇▇▇'▇
survey or the lots in the said Borough, A.D., 1868.

PARCEL NO. 2(C):

On the north by a twenty (20) foot roadway; on the east by lands of ▇▇▇. ▇.▇.
▇▇▇▇▇▇; on the south by the Allegheny River; and on the west by lands now or
formerly owned by the heirs of ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇ and the heirs of ▇▇▇▇
▇▇▇▇▇▇▇; and comprising all of lots numbered 121, 122, 123, 124 and 125 in
▇. ▇. ▇▇▇▇▇▇'▇ survey of said Borough, the same being numbered 100, 101, 102,
103 and 104 according to ▇. ▇. ▇▇▇▇'▇ plan of said Borough.

EXCEPTING AND RESERVING, that part of Lots Numbers 100, 101 and 102 according
to the ▇. ▇. ▇▇▇▇ Plan of said Borough, as conveyed to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
and that part of said lots as excepted and reserved in deed dated March 31,
1947, from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, et al, to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and recorded on
March 31, 1947, in Deed Book 524, Page 93.

EXCEPTING AND RESERVING, that portion of Lot 102 and Lot 103 conveyed to
▇▇▇▇▇▇, et ux, by ▇▇▇▇ dated July 19, 1955, and recorded in Deed Book 596,
Page 72, and also that certain Lot 106 conveyed to Grafo Colloids Corporation
by deed dated May 25, 1988, and recorded in Deed Book 905, Page 1012.

The lots herein conveyed are the following lots as marked and numbered on the
▇.▇. ▇▇▇▇ Plan of the borough of Emlenton: 107, 108, 109, 110, 111, 112, and
an undivided one-half of Lot No. 113.

SCHEDULE A - (CONTINUED)
--------------------------------------------------------------------------------
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COMMITMENT NO.
1990-0001 (Page 4 of 8)
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PARCEL NO. 3: (Part of 09-04-37)

BEGINNING at a point on the southerly side of Hill Avenue at the northeast
corner of Lot No. 132 and the northwest corner of Lot No. 133 as marked and
numbered on the ▇. ▇. ▇▇▇▇ Plan of the Borough of Emlenton; thence in a
southerly direction along the line dividing Lot No. 132 and Lot No. 133, one
hundred sixty-four (164) feet, more or less, to the right of way of the
Pennsylvania Railroad Company, formerly the Allegheny Valley Railroad
Company; thence along said right of way two hundred (200) feet, more or less,
to the line dividing Lot No. 136 and 137; thence in a northerly direction
along said dividing line one hundred forty-eight (148) feet, more or less, to
the southerly side of Hill Avenue; thence North 52DEG. 13' East, along the
southerly side of Hill Avenue two hundred (200) feet, more or less, to the
place of beginning.

Being all of Lot Nos. 133, 134, 135 and 136 as marked and numbered on the map
or plan of the Borough of Emlenton laid out in 1877 by ▇. ▇. ▇▇▇▇, and
bounded on the North by Hill Street, on the East by Lot No. 137, on the South
by right of way of the Pennsylvania Railroad Company, and on the West by Lot
No. 132.

EXCEPTING AND RESERVING, that part of Lot No. 136 as marked and numbered on
the map or plan of the Borough of Emlenton laid out in 1877 by ▇. ▇. ▇▇▇▇,
conveyed by Quaker State Oil Refining Corporation to ▇▇▇▇▇▇ ▇. ▇▇▇▇ and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, his wife, by deed dated August 23, 1955, and recorded in the
Office of the Recorder of Deeds in and for Venango County, Pennsylvania, in
Deed Book 597, Page 121, which parcel is more particularly bounded and
described as follows:

BEGINNING at a point, the northeast corner of Lot Number 136 as marked and
numbered on the plan of lots of the said Borough of Emlenton as surveyed by
▇. ▇. ▇▇▇▇ in 1877; thence north 52DEG. 13' west along the north line of lot
number 136, 25 feet to a point therein; thence south 37DEG. 47' west, 60 feet
to a point: thence south 52DEG. 13' east, 25 feet to a point in the east line
of lot number 136 as marked and numbered on said plan of lots as aforesaid;
thence by the east line of said lot number 136, north 37DEG. 47' east, 60
feet to a point, the place of beginning. The parcel of land herein conveyed
being a lot of land having a frontage of 25 feet on Hill Street and extending
southerly therefrom a uniform width for a distance of 60 feet, and is part of
lot number 136 as marked and numbered on the plan of lots of the said Borough
of Emlenton as surveyed by ▇. ▇. ▇▇▇▇, 1877.

PARCEL NO. 4 (09-04-20)

BEGINNING at a point on the southerly side of Chestnut Street at the
intersection of the line dividing Lot Nos. 307 and 304, as marked and
numbered on the plan of ▇. ▇. ▇▇▇▇ laid out in 1877, and the southerly line
of said Street; thence South 47DEG. 47' West one hundred twenty (120) feet,
more or less, to an alley: thence in a westerly direction along the northerly
side of said Alley, two hundred fifty (250) feet to the easterly line of Lot
No. 316 on said ▇. ▇. ▇▇▇▇ Plan; thence north 37DEG. 47' East along the line
dividing Lot Nos. 316 and 315, one hundred twenty (120) feet, more or less,
to Chestnut Street; thence in an easterly direction along the southerly side
of Chestnut Street, two hundred fifty (250) feet to the place of beginning.
BEING all of Lot Nos.

SCHEDULE A - (CONTINUED)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMMITMENT NO.
1990-0001 (Page 5 of 8)
--------------------------------------------------------------------------------

307-308-311-312 and 315 as marked and numbered on the ▇. ▇. ▇▇▇▇ Plan of the
Borough of Emlenton laid out in 1877.

PARCEL NO. 5(A) (Part of 09-04-37)

BEGINNING at a point on Hill Avenue, said point marking the northeastern
corner of Lot No. 129 and the northwestern corner of Lot No. 130 as marked
and numbered on the map or plan of lots of the Borough of Emlenton, laid out
by ▇. ▇. ▇▇▇▇, C.E., in 1877; thence south along the line dividing Lot Nos.
129 and 130, one hundred sixty-two (162) feet ten (10) inches, more or less,
to the right of way of the Pennsylvania Railroad Company, formerly the
Allegheny Valley Railway Company; thence South 48DEG. 41' east along said
right of way to the line dividing lot Nos. 130 and 131; thence north 37DEG.
47' east along line dividing Lot No. 130 and 131, one hundred sixty-five
(165) feet eleven (11) inches, more or less, to Hill Avenue; thence North
52DEG. 13' West 50 feet along Hill Avenue to the place of beginning.

BEING all of Lot No. 130 as marked and numbered on the ▇. ▇. ▇▇▇▇ Plan of the
Borough of Emlenton.

PARCEL NO. 5(B)

BEGINNING at a point, said point marking the northeast corner of Lot No. 130
and the northwest corner of Lot No. 131 on the plan or map of lots of the
Borough of Emlenton, laid out by ▇. ▇. ▇▇▇▇, C.E., in 1877; thence south
along the line dividing Lot Nos. 130 and 131, one hundred sixty-five (165)
feet, eleven (11) inches, more or less, to the right of way of the
Pennsylvania Railroad Company, formerly the Allegheny Valley Railroad
Company; thence South 53DEG. 18' east, fifty (50) feet along said right of
way to the line dividing Lot Nos. 131 and 132; thence north 37DEG. 47' east
along the line dividing Lot Nos. 131 and 132 one hundred sixty-five (165)
feet, more or less, to Hill Avenue; thence North 52DEG. 13' west, along Hill
Avenue, fifty (50) feet to the place of beginning.

BEING all of Lot No. 131 as marked and numbered on the ▇. ▇. ▇▇▇▇ Map or Plan
of the Borough of Emlenton.

PARCEL NO. 6 (part of 09-04-37)

ALL of that certain piece of land situate in the said Borough of Emlenton,
including all of Lots Nos. 125, 126 and 127 according to the survey of ▇. ▇.
▇▇▇▇, A.D., 1877, and extending, between parallel lines one hundred fifty
(150) feet apart, southward from Hill Avenue to the Right of Way of the
Pennsylvania Railroad Company, and bounded on the east by lands formerly of
▇▇▇▇▇▇▇▇ ▇▇▇▇▇; on the west by lands of Quaker State Oil Refining
Corporation, formerly of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

PARCEL NO. 7: (09-04-01, 02, 03)

BEGINNING at the intersection of the southerly side of Elm Street with the
easterly side of Tenth Street; thence South 52 degrees 13 minutes east along
the southerly side of Elm Street 200 feet to lands now or formerly of L. L.
Levy; thence south 37 degrees 47 minutes west 127 feet along line of lands of
L. L. Levy and being the line dividing Lot No. 359 and 362 on the northerly

SCHEDULE A- (CONTINUED)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMMITMENT NO.
1990-0001 (Page 6 of 8)
--------------------------------------------------------------------------------

side of an alley known as Locust Alley; thence along the northerly side of
said alley north 52 degrees 13 minutes west 200 feet to Tenth Street; thence
north 37 degrees 47 minutes east along the easterly side of Tenth Street, 120
feet, more or less, to the place of beginning.

Being Lots Nos. 354, 355, 358 and 359 as marked and numbered on the ▇. ▇.
▇▇▇▇ Plan of the Borough of Emlenton.

PARCEL NO. 8: (part of 09-04-26)

Lots Numbered 314-317 on the map or plan of the Borough of Emlenton, laid out
in 1877 by ▇. ▇. ▇▇▇▇, and being bounded on the North by Cherry Alley, on the
East by Lot Number 313, on the South by Hill Street, and on the West by Tenth
Street.

PARCEL NO. 9(A) (09-04-47, 52, 53)

Lot designated No. 119 on the ▇. ▇. ▇▇▇▇ Survey and plan of lots of the said
Borough of Emlenton, and bounded on the North by lands of Pennsylvania
Railroad Company; on the East by lands now or formerly of ▇. ▇▇▇▇▇▇▇▇ Estate;
on the South by Allegheny River; and on the West by lands of Quaker State Oil
Refining Corporation.

PARCEL NO. 9(B)

Undivided one-half (1/2) interest in lot designated No. 113 on the ▇. ▇. ▇▇▇▇
survey and plan of lots of the said Borough of Emlenton, bounded on the North
by Pennsylvania Railroad Company; on the East by lands of Quaker State Oil
Refining Corporation; on the South by Allegheny River; and on the West by Lot
No. 114.

PARCEL NO. 9(C)

Lot designated 114 on the ▇. ▇. ▇▇▇▇ survey and plan of lots of the said
Borough of Emlenton, bounded on the North by Pennsylvania Railroad Company;
on the East by Lot No. 113; on the South by Allegheny River; and on the West
by Lot No. 115, now or formerly of ▇▇▇▇▇ ▇▇▇▇▇▇▇.

PARCEL NO. 10 (09-04-48, 49, 50)

Bounded on the North by a road, street or alley and the Pennsylvania
Railroad; on the East by Lot #115, now or formerly of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; on
the South by the Allegheny River; on the West by lands now or formerly of
▇. ▇. ▇▇▇▇, F. L. and ▇. ▇. ▇▇▇▇▇, and now of Quaker State Oil Refining
Corporation and being Lot #119, and comprising all of Lots Nos. 116, 117 and
118 as marked and numbered on the ▇. ▇. ▇▇▇▇ Plan of the Borough of Emlenton,
Venango County, Pennsylvania.

PARCEL NO. 11 (09-04-46)

BOUNDED on the North by a street, lane or alley; on the east by C. A. ▇▇▇▇▇,

SCHEDULE A - (CONTINUED)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

COMMITMENT NO.
1990-0001 (Page 7 of 8)
--------------------------------------------------------------------------------

lot number 119; on the South by the Allegheny River and on the West by Tenth:
Street or by lands now or formerly of the Emlenton Refining Company, the said
premises comprising all of Lots Numbers 120, 121, 122 and 123, as surveyed
and numbered by ▇. ▇. ▇▇▇▇, A.D. 1877.

PARCEL NO. 12 (09-04-51)

BEGINNING at a point located on the northeastern corner of Lot No. 116, which
is also the northwestern corner of Lot No. 115, as said Lots are marked and
numbered on the plan of lots of the ▇. ▇. ▇▇▇▇ Plan of the Borough of
Emlenton laid out in 1877; thence along the line dividing said Lots Nos. 115
and 116, in a southerly direction, a distance of 99 feet and 11 inches, more
or less, to a point on the bank of the Allegheny River; thence along said
bank of the Allegheny River, South 55DEG. 57' East, a distance of 61 feet and
4 inches, to a point located at the southeast corner of said Lot No. 115,
which is also the southwest corner of Lot No. 114 in said Plan; thence along
the line dividing said Lots Nos. 115 and 114, in a northerly direction, a
distance of 94 feet and 6 inches, more or less, to the south line of the
right-of-way of the Penn-Central Railroad Company, formerly the Pennsylvania
Railroad Company; thence along said south line of said Railroad Company's
right-of-way North 55DEG. 57' West, a distance of 50 feet to the place of
beginning.

BEING all of Lot No. 115 as marked and numbered on the plan of lots of the
Borough of Emlenton as surveyed and laid out by ▇. ▇. ▇▇▇▇ in 1877.

PARCEL NO. 13 (part. of 09-04-37)

ALL that certain piece or parcel of land situate in the Borough of Emlenton,
County of Venango, Commonwealth of Pennsylvania, known and designated as Lot
Number 88 in the ▇. ▇. ▇▇▇▇▇▇ Survey or plan of lots of the Borough of
Emlenton and also designated as Lot number 132 on the ▇. ▇. ▇▇▇▇ plan and
survey of the Borough of Emlenton as laid out in 1877. Being bounded on the
North by Hill Avenue; on the South by the right of way of the Pennsylvania
Railroad Company; and on the East and West by lands now or formerly of Quaker
State Oil Refining Corporation, formerly of ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇.

PARCEL NO. 14 (part of 09-04-37)

Bounded an the north by Hill Avenue, on the east by Lot No. 130, now or
formerly of ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, on the south by Pennsylvania Railroad
Right-of-way, and on the west by other lands of the Quaker State Oil Refining
Corporation. The said premises are those designated as Lots Nos. 128 and 129
on the ▇. ▇. ▇▇▇▇ Survey of the said Borough of Emlenton, made in 1877, A.D.

PARCEL NO. 15 (09-04-37A)

Bounded on the north by Hill Avenue; on the east by lands of ▇▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇; on the south by the Right of Way of the Pennsylvania Railroad
Company and on the West by Tenth Street, being all of lot designated No. 124
in a plan and map of lots in the said Borough of Emlenton, made by ▇. ▇.
▇▇▇▇, A.D. 1877.

PARCEL NO. 16 (part of 09-04-26)

SCHEDULE A - (CONTINUED)
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--------------------------------------------------------------------------------
COMMITMENT NO.
1990-0001 (Page 8 of 8)
--------------------------------------------------------------------------------

PARCEL NO. 16 (part of 09-04-26)

Bounded on the south by Hill Avenue; on the east by lands of the estate of
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; on the west by lands of the Quaker State Oil Refining
Corporation and on the north by an alley, the said premises having an extent
of one hundred (100) feet on both the said Hill Avenue and the said alley,
and one hundred and twenty (120) feet on the east and west lines, comprising
all of Lots Nos. 306 and 309, as surveyed and numbered by ▇. ▇. ▇▇▇▇.

PARCEL NO. 17 (part of 09-04-26)

ALL of those two certain adjoining pieces of land situated in the Borough of
Emlenton, designated Lot No. 310 and Lot No. 313, in ▇. ▇. ▇▇▇▇'▇ survey and
plan of the said Borough made A. D. 1877, having a frontage of one hundred
(100) feet on Hill Avenue and extending therefrom northward, between parallel
lines, one hundred and twenty (120) feet to an alley, being bounded on the
east by lands now or formerly of ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, et ux, and on the west by
lands now or formerly of ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and heirs of ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇, deceased.

PARCEL NO. 18 (09-04-06)

Bounded on the north by an alley; on the east by lands nw or formerly of
▇. ▇. ▇▇▇▇▇; on the south by Chestnut Street; and on the west by Tenth
Street, the said premises having a frontage of 150 feet on Chestnut Street
and an extent of one hundred and twenty (120) feet on Tenth Street, being
designated Lot No. 353, 356 and 357 in the general plan of the Borough of
Emlenton.

Schedule 3.1(b)(vi) Emlenton Vehicles

1985 Dodge Caravan VIN: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

1969 GMC Dump Truck VIN: 3550VHC094262

1973 Chevrolet Dump Truck VIN: CCM613V165153

1976 Chevrolet Dump Truck VIN: CCE616V114244

1977 Chevrolet Welding Truck VIN: CCT337B153964

1980 Chevrolet Pickup VIN: CCT34AB134702

1984 Dodge Ram VIN: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

1987 Case Tractor VIN: 12203148

1984 Chevrolet S-10 VIN: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

Schedule 3.1(b)(vii) Emlenton Permits, Licenses,
Certificates of Occupancy and Registrations

PERMITS:

Water Quality Management (N.P.D.E.S.) Permit PA 0002381

Water Quality Management Permit 6177202

Hazardous Waste Permit by Rule No. PAD004337127

Air Quality Operating Permit ▇▇-▇▇▇-▇▇▇

REGISTRATIONS:

Underground Storage Tank Registrations for ten permanently out of service
tanks.

Various registrations, aboveground storage tanks

CERTIFICATES OF OCCUPANCY:

None

Schedule 3.2(a) Coleville Station Assets

Real property and interests in real property:

The tract listed below is conveyed under and subject to:

a) any and all exceptions, reservations, rights of way and easements
granted or reserved by Quaker State, or its predecessors in title;

b) taxes and assessments, both general and special, which are a lien but
not yet due and payable;

c) zoning and other ordinances, laws, regulations and other governmental
impositions, if any, in any way affecting the property and any
improvements thereon;

d) matters which may be discoverable by an accurate survey and inspection
of the property;

e) easements, rights of way and rights of passage, whether or not
appearing of public record; and

f) those other matters listed below.

COLEVILLE STATION/FEE PARCEL:
United Refining Company to Quaker State Oil Refining Corporation, by Deed
dated October 28, 1948 and recorded in ▇▇▇▇▇▇ County, PA in Deed Book Volume
301, page 6.
SUBJECT TO Right-of-way to Pennsylvania Electric Company dated June 4, 1956.
SUBJECT TO Right-of-way to North Penn Gas Company, dated August 8, 1974 and
recorded in ▇▇▇▇▇▇ County, PA in Deed Book Volume 487, page 117.

COLEVILLE STATION LEASE:

▇▇▇▇▇ et al. to ▇▇▇▇▇▇ County Refining Company dated July 10, 1930 and
of record in ▇▇▇▇▇▇ County, PA in Deed Book Volume 215, page 471.

RIGHT OF WAY AGREEMENTS:

▇▇▇▇▇▇▇ Estate to Quaker State Oil Refining Corporation, dated July
27, 1987 and recorded in ▇▇▇▇▇▇ County, PA in Record Book 69, page 134.

▇▇▇▇▇▇▇▇▇ et al. to Quaker State Corporation, dated February 21, 1990.

▇▇▇▇▇▇ et ux. to Quaker State Corporation, dated February 23, 1990.
▇. ▇▇▇▇▇▇▇ to Quaker State Corporation
▇. ▇▇▇▇▇▇▇ to Quaker State Corporation
▇. ▇▇▇▇▇▇ to Quaker State Corporation
▇. ▇▇▇▇▇▇▇ to Quaker State Corporation

-Others to be added-

Personal property:

3 ▇▇▇▇▇ meters with 4 inch ▇▇▇▇▇ unloading pump

2 4 inch ▇▇▇▇▇ unloading pumps

1 Oil Well triplex discharge pump with two sets of spare plungers

1 ▇▇▇▇▇▇▇-Denver duplex discharge pump (spare)

100 feet of Slick bar with accessories

1 55-gallon drum of Mobil oil (▇▇▇▇ 527)

Tank 8803--10,000 barrel capacity with floating roof

Tank 8806--11,000 barrel capacity with floating roof

Tank 8810--59,000 barrel capacity

Tank 8811--59,000 barrel capacity with floating roof

Tank 8819--67,000 barrel capacity with floating roof

Tank 8872--600 barrel capacity

Tank 8895--600 barrel capacity

-2-

Schedule 3.3(a)(i)

Product Equivalencies and Brand Names
to be Used for One Year

Quaker State Petrowax
Product No. Product Name Product No. Product Name*
------------ ------------ ----------- ------------

*Waxes
600039 Q.S. 117/122 Special 211700 Petrowax 1940 F.R. Paraffin
Paraffin
600044 Q.S. 125/129 Semi- 212500 Petrowax 2730 Scale
Refined Paraffin Wax Paraffin Wax
600051 Q.S. 127/129 Fully 212700 Petrowax 2818 F.R. Paraffin
Refined Paraffin
600073 145/150 Fully Refined 214500 Petrowax 4718 F.R. Paraffin
Paraffin Wax
Q.S. 145/150 Unfiltered 114500 Petrowax 4717 Unfltrd. Paraffin
Paraffin
600031 Q.S. L-500 Superflex 415000 Petrowax 5530 F.R. Micro Wax
Micro Wax
600069 Q.S. L-700 Superflex 417000 Petrowax 7530 F.R. Micro Wax
Micro Wax
600058 Q.S. 130 PA Petrolatum 069800 Petrowax 130 Petrolatum
600045 Q.S. 95/105 PA Petrol 067800 Petrowax 95/105 Petrolatum
600091 Q.S. Poly-Flex Wax S-1 701000 Petrowax 2727 Poly 1
600092 Q.S. Poly-Flex Wax S-2 702000 Petrowax 2725 Poly 2
600047 Q.S. Poly-Flex Wax 711000 Petrowax 2815 Poly 1
1% Poly
600048 Q.S. Poly-Flex Wax 702000 Petrowax 2812 Poly 2
2% Poly
600038 Q.S. Superflex B 783900 Petrowax 5535 B.R

*or any variant thereof.

Schedule 3.3(a)(ii)

Product Equivalencies and Brand Names
to be Used for the Term of the
Crude Oil Purchase and Sale Agreement

Quaker State Petrowax
Product No. Product Name Product No. Product Name*
----------- ------------ ----------- -------------

*Fuels
600001 Q.S. Sterling Gasoline 018900 Leaded Reg. Gasoline
600002 Q.S. Unleaded Gasoline 018700 Unleaded Reg. Gasoline
Q.S. Premium Unl. Gas. 019100 Unleaded Prem. Gasoline
Q.S. Kerosene Distillate 021000 Kerosene Distillate
600003 Q.S. No.1 Fuel Oil 020100 No.1 Fuel Oil
600004 Q.S. No.2 Burner and Diesel Fuel 020200 No.2 Fuel Oil
600006 Q.S. No.6 Fuel Oil 020600 No.6 Fuel Oil O.5S
600005 Q.S. 36/40 Fuel Oil 023600 36/40 Fuel Oil

*Lubes
600067 Q.S. 125 Neutral 081200 Petrowax lube 125 Neutral
600086 Q.S. McK 450 Neutral 084500 Petrowax lube 450 Neutral
600011 Q.S. 150 Bright Stock 086000 Petrowax lube 15O Bright Stock
600018 Q.S. 600SR Cylinder Stock 046000 Petrowax lube 600SR Vac. Bottoms
600017 Q.S. 630/635 Flash Cylinder Stock 046300 Petrowax lube 630 Flash Vac. Bottoms
600016 Q.S. 650 Special Cylinder Stock 046500 Petrowax lube 650 Fire Vac. Bottoms
600010 Q.S. 2000/3000 Propane Resin 052600 Petrowax lube 2600 Vis. Resins

*or any variant thereof.

Schedule 3.3(c) Customer Assets at the Facilities

None

Schedule 3.3 (f) Computers and Data Processing Equipment

At Emlenton:

1 AT & T 2048T Modem

1 IBM 3174--51R Controller, Serial No. T0560

1 IBM 3192--CDO CRT, Serial No. N8862

1 IBM 3192--CDO CRT, Serial No. R0308

1 IBM 3192--CDO CRT, Serial No. 40302

1 IBM 3287--002 Printer, Serial No. C9755

1 IBM 3287--002 Printer, Serial No. D1120

1 IBM 3287--002 Printer, Serial No. D1121

At ▇▇▇▇▇▇:

1 AT & T 2048T Modem

1 AT & T 63A2 Modem mounting

1 IBM 3274--C61 Controller, Serial So. Y9709

1 IBM 3178--C30 CRT, Serial No. XT097

1 IBM 3178--C30 CRT, Serial No. XT100

1 IBM 3179--100 CRT, Serial No. GR240

1 IBM 3179--100 CRT, Serial No. DC454

1 IBM 3192--CDO CRT, Serial No. L9243

1 IBM 3192--CDO CRT, Serial No. 14888

1 IBM 3192--CDO CRT, Serial No. R0309

1 IBM 3192--CDO CRT, Serial No. 20447

1 IBM 3268--002 Printer, Serial No. 35766

1 IBM 3287--002 Printer, Serial No. 56963

1 IBM 3287--002 Printer, Serial No. 56964

1 IBM 3287--002 Printer, Serial No. 57139

Schedule 3.3(g) Type of Products in Inventory

Quaker State Finished Neutral

Quaker State Heavy Vis Neutral (450)

Quaker State Finished Bright Stock

Platformate (Finished Gasoline)

Mineral Seal Oil

Finished Micro Wax

Finished Paraffin Wax

Unleaded Gasoline

Distillate Fuel Oil

Schedule 3.4 Assumed Liabilities

MCKEAN:
------
RAILROAD AGREEMENTS:
-------------------

1. 10-08-56 The Pennsylvania Railroad Company
2. 10-23-52 The Pennsylvania Railroad Company
3. 09-01-49 The Pennsylvania Railroad Company
4. 09-26-79 Consolidated Rail Corporation
5. 12-18-72 Penn Central Transportation Company
6. 09-01-48 The Pennsylvania Railroad Company
7. 09-01-38 ▇▇▇▇▇▇▇, Receiver
8. 04-01-41 The Pittsburgh, Shawmut and Northern Railroad Company
9. 10-23-52 The Pennsylvania Railroad Company
10. 05-07-57 The Pennsylvania Railroad Company
11. 03-21-42 ▇▇▇▇▇▇▇, Receiver
12. 12-20-48 The Pennsylvania Railroad Company
13. 12-15-48 The Pennsylvania Railroad Company
14. 05-04-48 The Pennsylvania Railroad Company
15. 06-22-32 ▇▇▇▇▇▇▇, Receiver
16. 01-22-40 ▇▇▇▇▇▇▇, Receiver
17. 07-13-48 The Pennsylvania Railroad Company
18. 06-14-48 The Pennsylvania Railroad Company
19. 07-09-81 Commonwealth of Pennsylvania
20. 02-01-37 ▇▇▇▇▇▇▇, Receiver
21. 05-08-36 ▇▇▇▇▇▇▇, Receiver
22. 07-17-84 Consolidated Rail Corporation
23. 07-20-84 Consolidated Rail Corporation
24. 12-20-84 The Pennsylvania Railroad Company
25. 12-10-48 The Pennsylvania Railroad Company
26. 12-10-48 The Pennsylvania Railroad Company
27. 12-10-48 The Pennsylvania Railroad Company
28. 04-01-41 ▇▇▇▇▇▇▇, Receiver
29. 04-25-69 Penn Central Company
30. 11-02-48 The Pennsylvania Railroad Company
31. 12-31-47 The Pennsylvania Railroad Company
32. 12-29-49 The Pennsylvania Railroad Company

SUPPLY AGREEMENTS, PURCHASE ORDERS AND OTHER NONBINDING INFORMAL ARRANGEMENTS;

1. UOP Platforming Catalyst Supply Contract dated January 1, 1985, between
Quaker State and Cataleasco, Inc., as specifically related to ▇▇▇▇▇▇
Refinery.

2. Service Agreement dated June 1, 1978 between UOP Process Division of UOP,
Inc. and Quaker State, as specifically related to ▇▇▇▇▇▇ Refinery.

3. Coal Supply Contract dated September 17, 1982 with Valley Coal & Supply,
Inc.

4. North Penn Gas Co. Large Volume Service Agreement dated September 30, 1988

5. American Telephone & Telegraph

6. Culligan Water Conditioning, Inc.

7. United Parcel Service

8. ▇▇▇▇▇ Industrial Laundries

9. Allied Security

10. Kex Copysource

11. Xerox Corporation

LEASE:

12. Commercial Lease dated October 1, 1989, with ▇▇▇▇ ▇▇▇▇▇

RAILROAD AGREEMENTS:

13. Transportation Contract Number ICC CR-C-7552 (Conrail, Norfolk and Western
Railway Co. and Southern Railway Co.)

14. Transportation Contract Number ICC CR-C-7541 (Conrail)

15. Transportation Contract Number ICC CR-C-7788 (Conrail and Missouri Pacific
Railroad Company)

16. Conrail Lease 64-3156

17. Conrail Lease 55-07160

18. Union Tank Car Company (cars 57990, 57991, 57992, 57993, 57994, 58581,
58950, and 58951)

19. General American Transportation Company (cars 66435, 66436, 66498, 66499,
66500, 66510, 66511, 66512, 77514, and 82842)

20. General American Transportation Company (cars 11825, 11827, 11828, 31562,
31563, 31564, 31566, 31567, 47152, 47155, 47156, 47157, 47161, 47176,
69251, 69252, 69253, 69254, 69255, 69256, 69257, 69258, 69259, 69260,
69261, 69262, 69263, 69264, 69265, 69266, 69267, 69268, 86452, 86453,
86462, 86463, 86467, and 86732) - under option

21. General American Transportation Company (cars 14699, 47153, 47154,
47159, 47165, 47166, 47167, 47168, 47173, 47175, and 47179)

22. Conrail Sidetrack Agreement Number 270191

EMLENTON:

UTILITIES:

1. Agreement dated February 13, 1989 with Pennsylvania Electric Company, for
electric service.

-2-

2. Service Agreement with Columbia Gas Transmission Corporation.

3. Agreement for Gas Transportation Service dated August 12, 1988, with
Columbia Gas of Pennsylvania, Inc.

4. United Telephone Co.

5. Emlenton Water Co.

6. Emlenton Area Municipal Authority

SUPPLY AGREEMENTS, PURCHASE ORDERS AND OTHER NONBINDING INFORMAL ARRANGEMENTS
FOR SUPPLIES AND SERVICES:

7. Blanket purchase order dated January 9, 1989, R & J Resources, Inc.

8. Blanket purchase order dated January 9, 1989, DWL Coal Company.

9. Allied Security

10. Service Master

11. L.M.I. Development

12. Servi-Clean Industries

13. ▇.▇. ▇▇▇▇▇▇▇

14. Rochester Midland Corp.

15. United Parcel Service

16. R & S Oil

17. Exxon Company U.S.A.

18. Arco Chemical Co.

19. Interstate Chemical

20. Textile Chemical Co.

21. Englehard Minerals

22. ▇▇▇▇▇▇

23. Custom Valve Repairs

24. ▇▇▇▇▇▇ Scientific

25. Gage Company

26. ▇.▇. ▇▇▇▇ Gas Co.

-3-

27. Leak Repairs

28. ▇▇▇▇▇▇▇ Laboratories

29. The ▇▇▇▇▇▇ Co.

30. Chemply Ind. Chem.

31. NUS

32. I.B.M.

33. Venango Clarion Business Machines

34. Monroe Systems

35. Simplex

36. McClearys Business Machines

37. CTS Associates

38. Diskwriter Inc.

-4-

Schedule 4.3(d)(i)

Fully Allocated February 1990 Processing Costs

VALUATION OF "AFTER MEK" (Valued at 90% of Market minus Cost)

QS Neutral Unfiltered
Neutral @ 100% 100% x (90% of Market) - $2.836/B
$2.836/B = Clay Finishing Cost

Unproc Neutral - Unext.
450 Neutral @ 96% 96% x (90% of Market) - $6.180/B x 96%
FCC @ 4% 4% x (90% of Market)
$2.836/B = Clay Finishing Cost
$3.344/B = Furfural Extr. Cost

QS B.S. unfiltered
B.S. @ 100% 100% x (90% of Market) - $2.836/B
$2.836/B = Clay Finishing Cost

600 Deresined - DROD
B.S. @ 94% 94%. x (90% of Market) - $6.392/B x 94%
Resid @ 6% 6% x (90% of Market)
$2.836/B = Clay Finishing Cost
$3.556/B = Furfural Extr. Cost

Paraffin Unfiltered
Para @ 100% 100% x (90% of Market) - $2.836/B
$2.836/B = Clay Finishing Cost

VALUATION OF OTHER PRODUCTS (Valued at 90% of crude plus upgrade
cost)

Unfinished Gasoline 90% x (Crude cost + $1.006/B)
$1.006/B = Atmos. Dist. Cost

Light Charging Stock 90% x (Crude cost + $2.286/B)
$1.006/B = Atmos. Dist. Cost
$1.280/B = vac. Dist. Cost

Heavy Charging Stock 90% x (Crude cost + $2.286/B)
$1.006/B = Atmos. Dist. Cost
$1.280/B = vac. Dist. Cost

Wax Dist./Heavy Dist. 90%. x (Crude cost + 2.286/B)
$1.006/B = Atmos. Dist. Cost
$1.280/B = vac. Dist. Cost

Schedule 4.3(d)(i)

Fully Allocated February 1990 Processing Costs

VALUATION OF OTHER PRODUCTS (Valued at 90% of crude plus upgrade
cost)

Steam Ref. St. - Raw 600 90% x (Crude cost + $2.286/B)
$1.006/B = Atoms. Dist. Cost
$1.280/B = vac. Dist. Cost

600 Deresined - DRO 90% x (Crude cost + $11.546/B)
$1.006/B = Atmos. Dist. Cost
$1.280/B = vac. Dist. Cost
$9.260/B = Propane Deres. Cost

Propane Resins 90% x (Market price of resins)
Slop (Crude cost)

Schedule 6.3 Encumbrances

NONE

Schedule 3.1(b)(ii) Emlenton Easements,
Rights of Way and Rail Crossing Agreements

Right of Way Agreements:

Item Date Grantor Deed Book Reference
---- ---- ------- -------------------

1. 07/06/87 Borough of Emlenton 898/953

2. 08/24/87 ▇▇▇▇▇▇▇ et ux., et al. 899/232

3. 08/27/87 Grafo Colloids Corp. 898/956

4. 08/28/87 ▇▇▇▇▇▇▇ et ux. 898/961

5. 09/01/87 ▇▇▇▇▇▇ et ux. 901/1

6. 09/21/87 ▇▇▇▇▇▇▇ et ux. 898/964

7. 02/11/88 ▇▇▇▇▇ et ux. 901/4

8. 02/29/88 ▇▇▇▇▇▇▇ et ux. 902/93

9 06/29/88 Grafo Colloids Corporation 905/1018

10. 03/01/89 ▇▇▇▇▇ et ux. 913/255

Rail Crossing Agreements:

None

Schedule 3.1(b)(iii) Emlenton Contracts and
Lease Agreements

Utilities:

1. Agreement dated February 13, 1989 with Pennsylvania Electric Company,
for electric service.

2. Service Agreement with Columbia Gas Transmission Corporation and
Columbia Gas of Pennsylvania, Inc. dated September 14, 1988.

3. Agreement for Gas Transportation Service dated August 12, 1988, with
Columbia Gas of Pennsylvania, Inc.

4. United Telephone Co.

5. Emlenton Water Co.

6. Emlenton Area Municipal Authority

Purchase orders and other nonbinding informal arrangements for supplies and
services:

7. Blanket purchase order dated January 9, 1989, R & J Resources, Inc.

8. Blanket purchase order dated January 9, 1989, DWL Coal Company.

9. Allied Security

10. Service Master

11. L.M.I. Development

12. Servi-Clean Industries

13. ▇.▇. ▇▇▇▇▇▇▇

14. Rochester Midland Corp.

15. United Parcel Service

16. B & S Oil

17. Exxon Company U.S.A.

18. Arco Chemical Co.

19. Interstate Chemical

20. Textile Chemical Co.

21. Englehard Minerals

22. ▇▇▇▇▇▇

23. Custom Valve Repairs

24. ▇▇▇▇▇▇ Scientific

25. Gage Company

26. ▇.▇. ▇▇▇▇ Gas Co.

27. Leak Repairs

28. ▇▇▇▇▇▇▇ Laboratories

29. The ▇▇▇▇▇▇ Co.

30. Chemply Ind. Chem.

31. NUS

32. I.B.M.

33. Venango Clarion Business Machines

34. Monroe Systems

35. Simplex

36. McClearys Business Machines

37. CTS Associates

38. Diskwriter Inc.

-2-

Schedule 6.4 Compliance With Laws

McKean Plant:

1. Requirements of 25 Pa. Code Section 129.55 relating to air emissions
from refineries: (a) steam reciprocating pumps containing volatile organic
compounds without mechanical seals; (b) discharge to open sump from furfural
extractor vacuum unit condenser.

2. Failure to maintain annual reports pursuant to 40 C.F.R.761, and the
Toxic Substance Control Act, for certain years.

3. Use of an independent contractor, E.T.S.S., Inc. for dewatering of API
separator sludge and DAF float on-site. This contractor did not have a permit
for treatment of hazardous waste.

4. Drying of flyash/bauxite fines from waste water separator on-site. No
permit for such activity has been located.

Emlenton:

1. Potential flooding of wax-water separator and API separator,
resulting in untreated discharge.

2. There is a possibility that several PCB--contaminated transformers are
on-site; a number of transformers which could contain PCB's have not been fully
tested and cannot be until a partial plant down time occurs.

3. There is a possibility that on occasion small quantities of lab
wastes and solvents may have been disposed; Pennsylvania has no counterpart to
the federal DE MINIMUS rule for hazardous waste mixtures.

SCHEDULE 6.5(a)

PERMITTED EXCEPTIONS

▇. ▇▇▇▇▇▇ PLANT - the following items shown in Part II of Schedule B of Ticor
Title Insurance Company Title Commitment No. 1990-0002 dated January 12,
1990: ("▇▇▇▇▇▇ Commitment"):

2(a) - limited to rights of tenants under leases set forth in schedule to be
attached to policy.

2(b) and 2(c), modified by endorsements insuring absence of encroachments or
boundary line disputes, as shown by the boundary and right of way surveys
prepared by E&M Engineers and Surveyors.

3(a) and (b), to the extent a lien but not yet due and payable.

11-13, inclusive.

15-16 - if surveyor confirms this applies to ▇▇▇▇▇▇.

16-17

19-23, inclusive

26-30, inclusive

35-37, inclusive

Survey readings reflecting encroachment upon Conrail property by brick
building and asphalt road, provided title company affirmatively insures Buyer
will not be obligated to remove such improvements.

B. EMLENTON WAX PLANT - the following items in Part II of Schedule B of Ticor
Title Insurance Company Commitment No. 1990-0001 dated January 12, 1990
("Emlenton Commitment"):

2(a), limited as for ▇▇▇▇▇▇ Plant.

2(b) and 2(c), modified as for ▇▇▇▇▇▇ Plant.

3(a) and (b), to the extent a lien but not yet due and payable.

27, with affirmative insurance that right of way may be used only for
railroad purposes.

28-33, inclusive

A standard exception for riparian rights of third parties in Allegheny
River.

Survey reading reflecting streets shown on Sage Plan dated 1877, but policy
to insure ownership by Buyer to center line of such streets.

Exception for rights of owner of Lot 316 to ingress and egress.

Schedule 6.5(b)

EXCEPTIONS TO BE REMOVED BY SELLER

▇. ▇▇▇▇▇▇ PLANT - the following items from ▇▇▇▇▇▇ Commitment:

Schedule B, I - requirements (a) through (i).

Schedule B, II - Exceptions 1, 2(d), 4 through 10 and 24.

B. EMLENTON WAX PLANT - the following items from Emlenton Commitment:

Schedule B, I - requirements (a) through (g).

Schedule B, II - Exceptions 1, 2(d), 4 through 26.

Frame shed near ▇▇▇▇ Avenue to be removed.

Schedule 6.6(a) Encumbrances and Third Party Rights and
Interests in Personal Property

None

Schedule 6.6(b) Personal Property Constituting
Process Units at the Facilities

Emlenton:

MEK deoiling unit
Bauxite filtering unit
Waste water treatment plant
Boiler house
Rerun units
Miscellaneous tanks, pumps, piping, conveyors, tools, laboratory
equipment, and office furniture and equipment
Electrical and natural gas systems

Inactive units:

Crude distillation unit
Unifiner/platforming unit
Furfural extraction unit
Lube blending equipment
Loading rack

▇▇▇▇▇▇:

Crude distillation unit
Unifiner/platforming/▇▇▇▇ unit
Propane deresining unit
MEK dewaxing unit
Furfural extraction unit
Boiler house
Filter house
Rerun units
Waste water treatment plant
Lube blending plant
Loading racks
Miscellaneous tanks, pumps, piping, conveyors, tools, laboratory
equipment and office furniture and equipment
Electrical and natural gas systems
Five personal computers and associated peripheral equipment
The special purpose packaging plant building
Such rhenium and platinum as may be contained at the time of Closing in
the catalyst in use in process units

Both Plants:

Such personal property, machinery and equipment listed in the appraisals of
both plants done by Valuation Engineers, Inc. as has not been removed,
destroyed, discarded, replaced or sold by Seller prior to July 5, 1989, and has
not been removed or replaced in the ordinary course of business since July 5,
1989. In particular, the packaging plant equipment at the ▇▇▇▇▇▇ Plant has
been removed by Seller prior to the date hereof.

Schedule 6.8 Permits, Licenses, Approvals, Consents,
Franchises and Authorizations Associated with the Facilities

McKean:

NPDES Permit No. PA 0002372
Water Quality Management Permit No. 4277201
Water Quality Management Permit No. 4271201
Air Pollution Control Permit No. 42-302-009A
Air Pollution Control Permit No. ▇▇-▇▇▇-▇▇▇
Air Pollution Control Permit No. ▇▇-▇▇▇-▇▇▇
Air Pollution Control Permit No. ▇▇-▇▇▇-▇▇▇
Hazardous Waste Permit PAD046761763
Federal Registration for tax free transactions (fuel and gasoline) -Form 637
Pennsylvania Liquid Fuels Tax
Pennsylvania Oil Franchise Tax
Pennsylvania Diesel Fuel Use Tax
New York Sales and Use Tax prepayment on gasoline
New York Gasoline Tax
New York Report of Bulk Sales of Diesel Fuels
Pennsylvania Sales and Use Tax
Underground Storage Tank registrations:
500 gallon underground storage tank, Number 001
Various registrations, above ground storage tanks
Pending Application for Wetlands Encroachment Permit

Emlenton:

Solid Waste Disposal Permit 300619 (not to be transferred to Buyer)
Water Quality Management (N.P.D.E.S.) Permit PA 0002381
Water Quality Management Permit 6177202
Hazardous Waste Permit by Rule No. PA D004337127
Air Quality Operating Permit ▇▇-▇▇▇-▇▇▇
Air Quality Operating Permit ▇▇-▇▇▇-▇▇▇
Underground Storage Tank Registration for Tank number 114 (withdrawn and not
to be transferred to Buyer) and ten permanently out of service tanks
Various registrations, above ground storage tanks

Coleville:

Underground Storage Tank registration for 10,000 gallon tank, Facility
ID# 42-14516
Pennsylvania Fire ▇▇▇▇▇▇▇▇ Permits
Air Quality Control Permits ▇▇-▇▇▇-▇▇▇ and ▇▇-▇▇▇-▇▇▇
Pennsylvania Department of Transportation
Hazardous Materials Terminal registration

Schedule 6.9 Litigation

Quaker State Corporation v. Commonwealth of Pennsylvania, Department of
Environmental Resources, Case No. 284 MD 1989 in the Commonwealth Court of
Pennsylvania

▇▇▇▇▇ v. Quaker State Corporation, No. 3562 1987 Term, in the Court
of Common Pleas of Philadelphia County, Pennsylvania

Worker's Compensation claims (all at ▇▇▇▇▇▇ Plant):

▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇

Unemployment Compensation claim:

▇. ▇▇▇▇▇▇▇▇

Labor Grievance:

▇▇▇▇▇ ▇▇▇▇, dated February 26, 1990 (Emlenton Plant)

Schedule 6.10 Insurance Policies

Home Indemnity Company Policy No. GLR989018 (General Liability Insurance)

Home Indemnity Company Policy No. BAK980260 (Business Auto Policy)

Umbrella/Excess Liability Insurance:

National Union Fire Insurance Company Policy No. ▇▇▇-▇▇-▇▇
California Union Insurance Company Policy No. 2CXD09846
Pacific Employers Insurance Company Policy No. XCC028363
American Zurich Insurance Company Policy No. CE0132827402
I.N.A. Policy No. XCPG10237543
Lexington Insurance Company Policy No. 5567113
Agricultural Excess and Surplus Policy No. X50007147
American International Underwriters (A.I.U.) Policy No. 75104898

Pennsylvania Manufacturers' Association Policy No. 20890070-40-03-3
(Pennsylvania Workers' Compensation)

Lloyd's Policy Number L89253--▇▇▇▇▇▇ and Accidental Pollution Liability

Industrial Risk Insurers (Blanket Property Coverage)

▇▇▇▇▇▇ Insurance Group Policy No. 3XCL11149601 (Boiler and Machinery Insurance)

Schedule 6.11 Labor and Employment Matters

(i) Agreement between Quaker State Corporation, Emlenton Plant and Oil,
Chemical and Atomic Workers International Union, Local 8-481

Agreement between Quaker State Corporation, ▇▇▇▇▇▇ Plant and Oil,
Chemical and Atomic Workers International Union, Local 8-607

(ii) Quaker State Corporation Salaried Welfare Benefits Plan

Quaker State Corporation Pension Plan for Salaried Employees

Quaker State Corporation Thrift and Stock Purchase Plan

Quaker State Corporation Employee Stock Ownership Plan

Quaker State Corporation Severance Plan

Quaker State Corporation Stock Option Plan

Quaker State Corporation Pension Plan for Hourly Employees

Quaker State Corporation Hourly Welfare Benefits Plan

Schedule 7.3 Conflicts and Consents

None

5111P

Schedule 8.8 Third Party Handling Charges
(▇▇▇▇▇▇ Terminal Service Co. 1989 at McKees Rocks, PA)

1. Receipt by barge and tank storage of oils
(no charge for additive) $0.0287/gal.*

2. Receipt of oils by tank car or tank truck $0.015/gal.*

3. Blending of base oils (no additives) $0.02/gal.

4. Compounding $0.03/gal.

5. Minimum Blends - Charges to blend and compound
less 3,300 gallons $0.0300/gal.

6. Bulk loading fee (5,000 gal. min. load)
1 Product $0.01/gal
2 Products (minimum per product 1,000 gal.) 0.0125/gal.
3 Products (minimum per product 1,000 gal.) 0.015/gal.
4 Products (minimum per product 1,000 gal.) 0.0175/gal.

7. Fill/Ship
55 gallon drums $0.0765/gal.
16 gallon drums 0.1060/gal.
5 gallon pails 0.1765/gal.

8. Storage (filled containers on inventory at end of month)
55 gallon drums $0.82/dr./mo.
16 gallon drums 0.38/dr./mo.
5 gallon pails 0.236/dr./mo.

9. Additive Tank Rental $550/month

10. Pallets Cost + 10%

11. Weighing Charges:
Charges cover empty and full weighing
on ▇▇▇▇▇▇'▇ Certified truck scale $1.50/weighing

Note: Quaker State Corp. ("QSC"); Petrowax Pa Inc. ("PPI")

QSC charges to PPI: The fees for receiving, storing and bulk loading slack wax
at Congo will be based on the prices quoted under #1 and the "1 Product" heading
under #6 above.

PPI charges to QSC: Tank storage of products at PPI and truck loading fees will
be based on #1 and on the applicable charges under #6 above.

If QSC requests PPI to blend any products, blending charges will be based on the
blending rates and other applicable fees quoted above.

With respect to deliveries of slack wax at Congo, PPI will be charged for any
applicable bankermen and third party inspection charges.

* Products requiring heat in the storage tanks and heat to unload tank cars
or barges will carry a surcharge for heating costs.

U.S. Petroleum Corp April 26, 1990 Quaker State Corporation 255 Elm Street Oil City, PA 16301 Attention: Mr. William C. Helsley Petrowax PA Inc. ("Buyer") and Quaker State Corporation ("Seller") have entered into the Asset Purchase and Sale Agreement...

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