STORAGE AND THROUGHPUT AGREEMENT

 

                                                                    Exhibit 10.4

                        STORAGE AND THROUGHPUT AGREEMENT

         AGREEMENT, effective as of August 20, 1993, between Statia Terminals
N.V., a corporation duly incorporated in the Netherlands Antilles, (the
"Terminal Company") with offices at St. Eustatius, Netherlands Antilles, and
********** a corporation duly incorporated in ********** (the "User") with
offices at **********.

         The User desires the Terminal Company to supply to it, and the Terminal
Company desires to supply to the User, certain rights, services and facilities
in connection with the storage and transfer by the User of Commodities at the
Terminal Company's terminal located at St. Eustatius, Netherlands Antilles.

         Accordingly, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1 Definitions. When used in this Agreement, the following terms have
the following meanings:

*        Asterisks indicate redacted language that has been granted confidential
         treatment pursuant to Section 552(b)(4) of the Freedom of Information
         Act. 5 U.S.C. ss. 552(b)(4) (1996); See 17 C.F.R. ss. 200.80(b)(4)
         (1996).

         "Additional Facilities" means the facilities described in Section 2.2
of this Agreement **********.

         "API Gravity" or "API" means the petroleum industry term for density of
petroleum liquid expressed in API units. This density is obtained by means of
simultaneous hydrometer and temperature readings, equated to, and expressed at
60 degrees Fahrenheit.

         "Additional Services" means any service or services other than those
services expressly required pursuant to the terms and conditions of this
Agreement or the Terminal Regulations and which shall only be provided at the
written request of User, and after acceptance by Terminal Company, at
**********.

         "Automatic Sampler" means a device installed in a flow and
automatically controlled so as to extract a representative sample of the flow.

         "Barrel" means 42 U.S. gallons of 231 cubic inches each at 60 degrees
Fahrenheit.

         "Berth #1" means the south tanker berthing facilities capable of safely
berthing and mooring vessels from 20,000 to 150,000 SDWT.

         "Berth #2" means the north tanker berthing facilities capable of safely
berthing and mooring vessels from 30,000 to 80,000 SDWT.

         "Book Entitlement" means Book Inventory minus Contract Loss expressed
in Net Standard Volume.

                                       -2-

         "Book Inventory" means the total of all volumes of User's Commodities
received by the Terminal minus the total of all volumes of User's Commodities
delivered by the Terminal expressed in Net Standard Volume. Book Inventory
determination excludes Dock-to-Dock Transfer and ********** volumes handled by
the Terminal.

         "Commodities" means **********.

         "Commodity Transfer" means any physical movement of Commodities
involving use of any Facilities including, without limitation, Dock-to-Dock
Transfer, **********, and Tank-to-Tank Transfer.

         "Common Facilities" means the facilities described in Section 2.1 of
this Agreement.

         "Completion Notice" means a notice given by Terminal Company specifying
an anticipated Operational Date which shall be given not less than ninety (90)
days prior to such anticipated Operational Date specified in such notice.

         "Composite Sample" means a sample comprised of proportional portions
from samples drawn from each tank of tankships or shore tanks.

         "Contract Loss" means the product of the volume of Commodities received
into Dedicated Storage expressed in Net Standard Volume and **********.

         "Dedicated Storage" means the tankage at the exclusive disposal of the
User pursuant to the provisions of this Agreement.

                                       -3-

         "Delivery Point" means the point at which the Terminal's loading line
or arm connects with a receiving tankship's manifold connection or, in the case
of Tank-to- Tank Transfers, the flange connection for the delivering tank.

         "Dock-to-Dock Transfer" means the transfer of Commodities from one
tankship to another tankship by use of Berth #1 and Berth #2 and other Common
Facilities.

         "Excess Loss" means Terminal Loss in excess of Contract Loss.

         "Excess Throughput" means Throughput Volume during one calendar month,
expressed as Net Standard Volume, in excess of ********** Barrels.

         "Excess Throughput Charge" means USD ********** per Barrel, or the
amount resulting from the application of Section 5.4.

         "Facilities" means the Common Facilities and the Additional Facilities.

         "Force Majeure Event" means (i) any event which can be proven to be
beyond the reasonable control of the parties hereto, including, without
limitation, forces of nature, perils of the sea, shipwrecks, acts of God, acts
of government or any governmental authority or agent thereof, arrests and
restraints of governments and people, strikes, lockouts, quarantines, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms or storm warnings,
floods, washouts, wars, civil or military disturbances or interferences, acts of
terrorism, explosions, breakage or accident to the Terminal, and the breakage of
pipes; or (ii) any other cause or causes, which may impair or otherwise affect
the ability of the Terminal Company or User to perform their respective
obligations hereunder or under the Terminal Regulations, whether of the kind

                                       -4-

herein enumerated or otherwise; provided, that any cause of such force majeure
shall not have been caused by or reasonably within the control of the party
claiming such force majeure, and which, by the exercise of due diligence, such
party shall not have been able to prevent or overcome.

         "Force Majeure Period" means any period during which a Force Majeure
Event is in effect.

         "Free Water" means the quantity of water resulting from measurements
with paste or interface detector, i.e. not entrained water present in oil.

         "Gross Standard Volume" or "GSV" means tire total volume of all
petroleum liquids and S&W, excluding Free Water, corrected to standard
temperature and pressure.

         "LIBOR Based Rate" means a rate equal to the one month United States
Dollar interbank offered rate offered to the National Westminster Bank at 11:00
a.m., London, England, time, on the day on which payment was due, **********.

         "Loading Facilities" means the facilities described in Section 2.1(e)
of this Agreement.

         "Minimum Monthly Charge" means USD ********** per month, or the amount
resulting from the application of Section 5.4.

         "Net Standard Volume" or "NSV" means the total volume of all petroleum
liquids, Excluding S&W and Free Water corrected to standard temperature and
pressure.

                                       -5-

         "Operational Date" means (i) the date ********** after a written notice
specifying the first such date from Terminal Company to User on which the
Additional Facilities, or a portion thereof consisting of **********, and (ii)
the subsequent date, if any, upon which the balance of the Additional Facilities
become available for Commodity Transfer but not later than: **********; provided
however, that unless otherwise specified, the term "Operational Date" shall mean
the date on which the Additional Facilities, or the portion referenced above,
first become available for Commodity Transfer.

         "Person" means any individual, corporation, company, partnership, joint
venture, association, firm, estate, trust, or other entity.

         "Physical Inventory" means the volume of Commodities held by the
Terminal for User's account including User's non-accessible tank bottoms and
pipeline contents as determined by a qualified independent inspector at a
specified time.

         "Price Index" means **********.

         "Receiving Facilities" means that portion of the Facilities described
in Section 2.1(d) of this Agreement.

         "SDWT" means summer deadweight.

         "Sediment and Water" or "S&W" means non-hydrocarbon materials which are
entrained in Commodities. Materials may include sand, clay, rust, unidentified
particulates, and immiscible water.

                                       -6-

         "Services" means the rights and services to be provided by Terminal
Company to User and more fully described in Article III hereof.

         **********

         "Tank-to-Tank Transfer" means the transfer of Commodities to or from
Dedicated Storage or any third party's storage.

         "Term" means the period of time specified in Article IV of this
Agreement.

         "Terminal" means the crude oil and other refined petroleum product
storage and transshipment facilities of Terminal Company and subsequent
additions thereto, if any, located at St. Eustatius, Netherlands Antilles,
including, without limitation, land, jetties, moorings, docks, wharves, storage
tanks, loading and discharging lines, pumps, and all other facilities necessary
or useful in connection with the performance of the Services during the Term.

         "Terminal Company" means Statia Terminals N.V., a corporation
incorporated in the Netherlands Antilles.

         "Terminal Loss" means the Book Inventory minus Physical Inventory
expressed in Net Standard Volume. Cleaning of tank bottoms or any actual
physical loss due to fire, spillage, or another observable occurrence does not
constitute a Terminal Loss.

         "Terminal Regulations" means Attachment I attached hereto and
incorporated herein by this reference, or the latest revision of Attachment I as
the same may be amended by Terminal Company from time to time at its sole
discretion as if attached

                                       -7-

hereto and incorporated herein; provided, however, that if such amendment
adversely affects User in any material way, such amendment shall be subject to
approval by User.

         "Throughput Volume" means the volume of Commodities delivered into
Dedicated Storage expressed as Net Standard Volume. Dock-to-Dock Transfer,
********** or Tank-to-Tank Transfer volumes and Free Water in excess of
********** of the Net Standard Volume delivered in any applicable month shall
count as Throughput Volume.

         "Ton" means a long ton of 2,240 pounds.

         "Total Calculated Volume" or "TCV" means **********.

         "United States Dollars" or "USD" means lawful currency of the United
States of America.

         "User" means **********.

         "Water (Cuts) Gauge" means the depth of water found above the strike
point.

         "Working Inventory" means Physical Inventory excluding non-accessible
tank bottoms and pipeline contents.

         "Contract Year", "year", "month", "day".

         (a) "Contract Year" means a period of 12 consecutive months, the first
such period commencing on the Operational Date and ending at midnight on the day
preceding the first anniversary of the Operational Date, and each subsequent
period during the Term or any extension thereof commencing on each such
anniversary of the

                                       -8-

Operational Date and ending at midnight on the day preceding the next subsequent
anniversary of the Operational Date.

         (b)  "year" means a calendar year.

         (c)  "month" means a calendar month.

         (d)  "day" means a 24 hour calendar day.

                                   ARTICLE II
                                   FACILITIES

         2.1 Common Facilities. From and after the Operational Date, Terminal
Company will make the following facilities (hereinafter the "Common Facilities")
available to User for User's use in accordance with the terms of this Agreement
and Terminal Regulations:

         (a)  Berth #1;

         (b)  Berth #2;

         (c)  **********;

         (d) The Receiving Facilities (including unloading arms, hoses,
connectors, pumps, piping, and manifolding) capable of receiving Commodities
from vessels moored at either the **********, Berth #1, or Berth #2 using ship's
pumps and ship's power; and

         (e) The Loading Facilities (including loading arms, hoses, connectors,
pumps, piping, and manifolding) capable of loading Commodities into vessels
moored at either the **********, Berth #1, or Berth #2.

                                       -9-

         2.2 Storage Tanks. Except as otherwise provided in Articles V or VI,
from and after the final Operational Date and continuing for the remainder of
the Term, Terminal Company shall make available to User for User's exclusive use
in accordance with the terms and provisions of this Agreement and the Terminal
Regulations storage tanks having an aggregate nominal capacity of **********
Barrels of Dedicated Storage. Each tank shall be capable of storing Commodities
and shall be connected with adequate piping and mixers.

         2.3 Ownership. Notwithstanding anything to the contrary contained in
this Agreement, ownership of and title to all Facilities shall be and remain in
Terminal Company, and User shall acquire no right, title, or interest therein
except the right to use Facilities as per the terms of this Agreement and the
Terminal Regulations.

                                   ARTICLE III
                             DESCRIPTION OF SERVICES

         3.1 Operation of Terminal. Except as otherwise provided in Articles V

or VI, at all times subsequent to the Operational Date, and continuing for the
remainder of the Term, Terminal Company shall maintain and operate the
Facilities in accordance with the terms and provisions of this Agreement and the
Terminal Regulations.

         3.2 Commodity Transfer. From and after the Operational Date, and
continuing for the remainder of the Term, User shall have the right to store and
transfer Commodities through the Terminal as follows:

                                      -10-

         (a) User shall have the right to deliver cargoes of Commodities to the
Terminal for storage and Commodity Transfer. Terminal Company shall store the
Commodities in Dedicated Storage and redeliver the Commodities, subject to any
Terminal Loss, if any, at a Delivery Point.

         (b) Notwithstanding anything to the contrary contained in this
Agreement, it is mutually understood and agreed by and between Terminal Company
and User that User may store only Commodities in the storage tanks.

         (c) If as a result of any Commodity Transfer, there is the reasonable
probability that there will be a material improvement or degradation of the
quality of any Commodity, Terminal Company shall give User written notice of the
probability, and the Commodity Transfer shall not be made unless User approves
in writing.

         3.3 Additional Services. In addition to the Services referred to above,
Terminal Company shall during the Term use reasonable efforts to make
arrangements, either directly or with independent contractors, for the supply of
Additional Services. Any such Additional Services shall be supplied in
accordance with this Agreement, the Terminal Regulations, and written
instructions received from User. User will be responsible for the payment for
any such Additional Services supplied.

                                      -11-

                                   ARTICLE IV
                                TERM OF AGREEMENT

         4.1 Term. The initial Term of this Agreement shall commence on the
Operational Date hereof and shall end at midnight on the day preceding the fifth
anniversary of the Operational Date, subject to the provisions of Article VI of
this Agreement.

         4.2 Additional Term. Provided User is not in Default under any of the
terms, covenants, and provisions of this Agreement at the time of the exercise
of the option granted pursuant to this Section 4.2, User is hereby granted an
option to extend this Agreement for a period of five (5) years following the
expiration of the initial Term hereof **********. The exercise of such option
must occur on or before ********** but not more than **********, prior to
expiration of the initial Term by User providing Terminal Company with written
notice of User's election to exercise the option granted pursuant to this
Section 4.2.

                                    ARTICLE V
                    MONTHLY CHARGES - INVOICING AND PAYMENTS

         5.1 Minimum Monthly Charge. The User shall pay the Minimum Monthly
Charge which shall be due and payable on the Operational Date and on the first
day of each month thereafter during the Term and any additional term resulting
from the exercise of the option granted pursuant to Section 4.2. The Minimum
Monthly Charge

                                      -12-

shall be due and payable without regard to (i) whether Commodities are actually
delivered to the Terminal by User, or any party on behalf of User, or (ii) the
amount of any Commodities actually delivered to the Terminal. Where the
Operational Date does not occur on the first day of the month, the first and
last payment amounts shall be prorated by multiplying the Minimum Monthly Charge
by the number of actual days of the applicable month falling within the Term
divided by 30 days, and where the Operational Date at the beginning of the Term
is for less than ********** Barrels, the payment amounts shall be prorated until
the full ********** Barrels of storage capacity is available by, multiplying the
Minimum Monthly Charge by a decimal fraction the numerator of which is equal to
the number of Barrels of storage capacity which is available and the denominator
is **********.

         5.2 Out of Service Adjustment. If at any time after the Dedicated
Storage has reached at least, ********** Barrels, the Dedicated Storage
available to User is reduced below ********** Barrels for a period of more than
**********, the Minimum Monthly Charge for any month during which such period
occurs shall be reduced by an amount determined by the formula as follows:
**********. Should Dedicated Storage be reduced below ********** Barrels for
more than **********, the above formula will be modified to: **********.

         5.3 Excess Throughput Charge. In the event that the Throughput Volume
of Commodities during one calendar month exceeds ********** Barrels, User shall
pay the Excess Throughput Charge for each Barrel of Throughput Volume during the
month

                                      -13-

which is in excess of ********** Barrels during such month. Where the
Operational Date does not occur on the first day of the month, the Excess
Throughput Charge shall apply for any partial month during the Term for all
Barrels of Throughput Volume during such partial month in excess of the number
of Barrels determined by multiplying ********** Barrels times the number of days
of the applicable month falling within the Term divided by 30 days, and where
the Operational Date at the beginning of the Term is for less than **********
Barrels, the Excess Throughput Charge shall apply, until the full **********
Barrels of storage capacity is available, for all Barrels of Throughput Volume
in excess of the number of Barrels of storage capacity which is available during
any month or portion thereof.

         5.4 Escalation of Charges. Effective as of January 1, 1996, and
effective each January 1 thereafter during the Term, the Minimum Monthly Charge
and the Excess Throughput Charge shall each be increased, but not reduced, to an
amount equal to the product of such charge times a decimal fraction, the
numerator of which shall be the Price Index as of the day prior to such January
1 and the denominator shall be the Price Index as of December 31, 1994. The
escalation calculation shall be made by Terminal Company at such date subsequent
to the applicable January 1 as the Price Index as of the day prior to such
applicable January shall be available. Upon completion of the escalation
calculation, Terminal Company shall invoice User for all amounts in excess of
the Minimum Monthly Charge or Excess Throughput Charge previously paid for all
such months, or portions thereof, since the immediately preceding January 1 for
which

                                      -14-

the escalation calculation was made. User shall pay Terminal Company interest at
the ********** for all amounts in excess of the Minimum Monthly Charge or Excess
Throughput Charge previously paid for all such months, or portions thereof,
until such amounts are paid.

         5.5 Invoices for Charges. Terminal Company shall prepare and submit to
User an invoice or invoices with appropriate supporting detail for all
applicable charges. Each such invoice shall be sent by telex or facsimile
transmission to User at the number or numbers set forth in Section 12.4 as such
number or numbers may be from time to time changed by a notice given in
accordance with such Section. Any amount required to be paid to Terminal Company
pursuant to this Agreement or the Terminal Regulations shall be effected in
United States Dollars by telegraphic transfer to Terminal Company's bank no
later than ********** after transmission of a telex or facsimile invoice subject
to the provisions of Section 5.6.

         5.6 Payments to the Terminal Company. Payments due on a Saturday shall
be paid on the Friday before, and payments due on a Sunday shall be paid on the
following Monday. Payments due on a holiday observed by major U.S. banks shall
be paid on the preceding day except when the holiday falls on a Monday and in
that instance payment is due on the following business day.

         5.7 Interest on Payment Due. Any amount due pursuant to this Agreement
or the Terminal Regulations and not paid when due shall bear interest from the
date due through the date of payment at the **********. Such payments of
interest shall be

                                      -15-

made in the full amount due, free of any withholding tax imposed by any
government. Payment instructions shall be included in the telex or facsimile
invoice.

                                   ARTICLE VI
                             EXCUSED NON-PERFORMANCE

         6.1 Non-Compliance. Terminal Company reserves the right to reject any
and all Commodities tendered for Commodity Transfer which are not in compliance
with any applicable provision of this Agreement, including the Terminal
Regulations.

         6.2 Disputes over Commodities. Commodities which are in any way
involved in litigation other than a general average or salvage claim, or the
ownership of which may be in dispute, or which are encumbered by a lien or
charge of any kind, shall not be accepted for Commodity Transfer.

         6.3 Notice of Force Majeure Event. Upon the occurrence of any Force
Majeure Event, the party claiming such force majeure shall immediately give the
other party notice of the Force Majeure Event, but in any event, such notice
shall be given within 10 days of the occurrence of the Force Majeure Event;
provided, however, that if the Force Majeure Event results in the total loss or
material damage to any portion of the Facilities, Terminal Company shall give
notice of the Force Majeure Event within 72 hours of its occurrence.

         6.4 Rights and Obligations with Respect to Force Majeure. If as a
result of a Force Majeure Event Terminal Company or User fails or omits to carry
out or observe any of the terms or conditions of this Agreement or of the
Terminal

                                      -16-

Regulations to be carried out or observed by it, such failure or omission shall
not be deemed a breach of this Agreement or of the Terminal Regulations;
provided, however, that except as specifically provided in Section 6.4 hereof,
in no such event shall the User be released from its obligations to make any and

all payments due hereunder, including, without limitation, the **********
payment during any Force Majeure Period.

         6.5 Substitution of Space and Termination. If as a result of any Force
Majeure Event, there is a partial loss of Dedicated Storage capacity in the
Terminal so that the Terminal Company cannot provide ********* Barrels of
Dedictaed Storage, then the following shall apply:

         (a) Terminal Company shall have the right to substitute within
********** other suitable Dedicated Storage capacity, and this Agreement shall
continue in full force and effect. It is agreed between Terminal Company and
User that the substitution of other Dedicated Storage shall not have a material
adverse impact on User's cost of using the Terminal.

         (b) If, after application of Section 6.5(a), the available Dedicated
Storage capacity is less than ********** Barrels for a continuous period of
**********. User shall have the option to terminate this Agreement upon
********** written notice to Terminal Company.

         (c) If, after application of Section 6.5(a), the available Dedicated
Storage capacity is less than ********** Barrels, Terminal Company shall, within
**********,

                                      -17-

give in writing notice (the "Restoration Notice") to User as to Terminal
Company's plans to restore the available Dedicated Storage capacity to a least
********** Barrels and the anticipated time required for such restoration. If
the anticipated time required for such restoration is in excess of **********
after the Restoration Notice, User shall have ********** after receipt of the
Restoration Notice in which to make an election in writing to terminate this
Agreement or for this Agreement to continue in full force and effect, and
failing such election within such ********** period, this Agreement shall
continue in full force and effect.

                                   ARTICLE VII
                       LIABILITY, RISK, CUSTODY AND CLAIMS

         7.1 Liability of the User. The User shall defend and indemnify and in
all cases be liable to Terminal Company for any damage, loss, or liability
suffered or incurred by Terminal Company on account of the injury to or death of
persons or damage to or destruction of Terminal Company's or any third party's
property (including government property and public property) which is caused by
the negligence or willful misconduct of or omission of User, its agents, or
employees which arises from or out of the delivery by User of Commodities which
do not meet the normal specification for **********; and User shall hold
harmless, indemnify, and defend Terminal Company from and against any and all
claims, suits, liabilities, and expenses on account of such injury, death,
damage, or destruction so arising.

                                      -18-

         7.2 Liability of the Terminal Company. Excluding any and all loss of or
damage to any of the Commodities, which loss or damage shall be covered
exclusively by the provisions of Section 7.3 hereof, Terminal Company shall
defend and indemnify and in all cases be liable to User for any damage, loss, or
liability suffered or incurred by User on account of the injury to or death of
persons or damage to or destruction of User's or any third party's property
which is caused by the negligence or willful misconduct of or omission of
Terminal Company, its agents, or employees, and Terminal Company shall hold
harmless, indemnify, and defend User from and against all claims, suits,
liabilities, and expenses on account of any such injury, death, damage, or
destruction so arising.

         7.3 Risk of Loss of Commodities. Terminal Company shall be liable to
User for any loss of (without deduction of the Contract Loss) or damage to the
Commodities owned by or held in the name of User while in Terminal Company's
custody, provided such damage, loss, or liability arose from the negligence or
willful misconduct of Terminal Company, its agents, or employees. Terminal
Company shall be responsible for and bear the cost of insuring the Commodities
against all risks of loss or damage. For the purposes of such insurance,
Terminal Company shall give to User all such information as User may reasonably
require.

         7.4 Claims. Without limiting any other provision of this Agreement
except as expressly provided by this Section 7.4, neither party shall have any
liability arising out of or in connection with this Agreement unless the party
having such claim (the

                                      -19-

"Claiming Party") gives written notice in accordance with the provisions of
Section 12.4 hereof in reasonable detail within 30 days after the date the
Claiming Party obtains knowledge of the transaction or occurrence giving rise
thereto, but in no event more than 90 days from the date of such transaction or
occurrence.

         7.5 Consequential Damages. Notwithstanding any other provision of this
Agreement, under no circumstance shall either Terminal Company or User be liable
to the other for any special, indirect, incidental, or consequential loss or
damage of any nature whatsoever, irrespective of whether claims or actions for
such loss or damage are based upon contract, warranty, tort (including
negligence), strict liability, or otherwise.

                                  ARTICLE VIII
                                 LOSS ALLOWANCE

         8.1 Measurements. Volume measurements for all Commodities and Free
Water shall be carried out in accordance with acceptable industry practice and
as specified in Articles 10 and 11 of the Terminal Regulations. All volume
determinations shall be to the nearest Barrel and all monetary calculations
shall be to 3 decimal points.

         8.2 Excess Loss. Subject to Section 7.3 and other provisions of this
Agreement regarding losses, Terminal Company shall be liable to User for any
Excess Loss. Any liability of Terminal Company to User for an Excess Loss shall
be calculated and settled at the ********** during the Term and any extensions
thereof by Terminal Company replacing such Excess Loss in kind on or before the
end of the month

                                      -20-

following the ********* or paying to User the fair market value for the
applicable Commodities as of the **********. All Terminal Loss incurred up to
the allowed Contract Loss shall be for User's account, and Terminal Company
shall have no liability whatsoever for such Contract Loss.

         8.3 Determination of Excess Loss. Determination of the amount of any
Excess Loss shall be made based upon quantities reported by the Terminal Company
on a monthly Inventory Movement Report. Such report shall indicate the receipts,
deliveries, and Physical Inventory amounts, all verified by independent
inspectors, along with Book Inventory, Book Entitlement, Terminal Loss, Working
Inventory, Contract Loss, and Excess Loss for each grade of Commodity expressed
in net Barrels. The format for the Inventory Movement Report shall be that shown
in Attachment II.

                                   ARTICLE IX
                          TERMINATION RIGHTS; REMEDIES

         9.1 Termination Rights. During the Term either party (the "Notifying
Party"), without prejudice to its other rights, may terminate this Agreement by
giving to the other party (the "Defaulting Party") not less than 30-days' prior
written notice in the event that the Defaulting Party:

                                      -21-

         (a) Files a voluntary petition in bankruptcy or a voluntary petition
for readjustment of its debt or for other similar relief under any applicable
bankruptcy or insolvency act or law;

         (b)  Makes an assignment for the benefit of creditors;

         (c) Is adjudicated as bankrupt or insolvent and such adjudication
continues for 60 days after the entry thereof undismissed, unbonded, or
undischarged; or

         (d) Fails in its performance of such material obligation hereunder and
fails to remedy such default within 30 days after receipt of notice thereof from
the Notifying Party.

         9.2 Arbitration of Right to Terminate. If the Defaulting Party requests
arbitration pursuant to Article XI hereof in respect of the Notifying Party's

right to terminate pursuant to Section 9.1 hereof, and such request is made
within 10 days of the purported effective date of any notice of termination,
such termination shall be effective only if sustained in the arbitration
proceedings.

         9.3 Conditions Precedent. The rights and obligations of Terminal
Company shall be subject to the satisfaction, within ********** after the date
of signature of this Agreement, or such additional period of time as shall be
mutually acceptable to Terminal Company and User, of the conditions precedent as
follows:

         (a) Terminal Company shall have obtained any and all applicable permits
or other permission required or necessary for the installation of the **********
at a

                                      -22-

location acceptable to Terminal Company and the continued installation and
maintenance of the ********** at such location;

         (b) Terminal Company shall have obtained an opinion from an expert
satisfactory to Terminal Company to the effect that the ********** can be
situated and secured to the ********** at the location specified in Section
9.3(a), Section 9.3(c) without the necessity of undertaking extraordinary
measures to ********** to the **********; and

         (c) Terminal Company shall have obtained any and all applicable permits
or other permission required or necessary for the construction of the Additional
Facilities at the Terminal.

         9.4 Failure of Condition. Terminal Company shall use its best efforts
to satisfy the conditions precedent specified in Section 9.3 hereof within the
time periods specified. Upon the inability of Terminal Company to satisfy any
one or more of the conditions precedent specified in Section 9.3 hereof within
the time period specified therein, Terminal Company shall give User written
notice of such inability and this Agreement shall be null and void ab initio and
of no further force or effect, unless Terminal Company and User mutually agree
upon a method to cure the inability of Terminal Company to satisfy such
condition or conditions precedent within 30 days after Terminal Company has
given User such notice. In such event, neither party

                                      -23-

hereto shall have any claim against the other for any damage, cost, loss, or
expense of any nature whatsoever, and each party to this Agreement hereby
expressly releases and waives any and all such claims.

                                    ARTICLE X
                   ASSIGNMENT AND THIRD PARTY USE OF TERMINAL

         10.1 Assignment. Neither party to this Agreement shall have the right
to assign or otherwise transfer this Agreement or any of its rights or
obligations hereunder without the express written consent of the other party.
Such consent shall not be unreasonably withheld by Terminal Company or User.

                                   ARTICLE XI
                                   ARBITRATION

         11.1 Arbitration. Any dispute between the parties to this Agreement
concerning the meaning or effect of this Agreement, or the rights or liabilities
of the parties hereunder, or any matter arising out of the same or connected
therewith, shall, unless otherwise specifically provided herein, be finally
settled by arbitration in New York City, New York, United States of America, in
accordance with the International Arbitration Rules of the American Arbitration
Association ("Rules") by three arbitrators, one of which shall be appointed by
each of the parties. Each party shall appoint an arbitrator to be appointed by
it within 15 days following any demand by either party for arbitration, and if
either party shall fail to so appoint the arbitrator to be appointed by it, its
arbitrator shall promptly be appointed by the American

                                      -24-

Arbitration Association. The third arbitrator shall be appointed by the two
arbitrators so appointed. If the said two arbitrators fail for any reason to
appoint a third arbitrator within 60 days following their appointment, the third
arbitrator shall be appointed in accordance with the Rules. Judgement upon any
award rendered by the arbitrators may be entered in any appropriate court and/or
any court having jurisdiction of the party against whom enforcement thereof is
sought. Neither the existence of any dispute nor the pendency of any arbitration
hereunder shall excuse either party from performance under this Agreement.

                                   ARTICLE XII
                                  MISCELLANEOUS

         12.1 Terminal Regulations. In the event of any difference or conflict
between this Agreement and the Terminal Regulations, the terms, conditions, and
definitions of this Agreement shall prevail.

         12.2 Waiver. No benefit or right accruing to either party shall be
waived unless the waiver is reduced to writing and signed by both parties. No
waiver by either party of any provision of this Agreement shall be construed as
a waiver of any other provision, nor shall a waiver of any one default be
construed as a waiver of any other prior or subsequent like or different
default.

         12.3 Authority. Each of the parties hereto represents and warrants to
the other that:

                                      -25-

         (a) It is a corporation duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to enter into this Agreement and to
carry out the terms and provisions hereof;

         (b) There is no action, proceeding, or investigation pending or
threatened, and no term or provision of any charter, by-law, mortgage,
indenture, contract, agreement, instrument, judgement, decree, order, statute,
rule, or regulation which in any way prevents or interferes with or adversely
affects the entering into by it, or the carrying out by it, of any of the terms
or provisions of this Agreement;

         (c) No approval of any governmental body is required for carrying out
this Agreement;

         (d) The execution and delivery hereof has been duly authorized by all
necessary corporate action of such party and that this Agreement constitutes the
valid and binding obligation of such party; and

         (e) Each of the parties hereto agrees to provide, within 30 days after
the date of signature of this Agreement, such evidence as the other party shall
reasonably request supporting the representations and warranties of this
Section, and User shall provide to Terminal Company documents reasonably
acceptable to Terminal Company evidencing User's ability to meet the financial
obligations of User pursuant to this Agreement.

         12.4 Notices.

                                      -26-

         (a) Manner of Giving Notices. To the extent that either party is
required by this Agreement to give notice to the other party in respect of any
claim or dispute, or of the exercise of any right or option under this
Agreement, such notice shall be sufficiently given if sent by cable, telex or
facsimile to:

                  i.       the User at its address, namely:

                                    **********

                           with copies to

                                    **********

                  ii.      The Terminal Company at its telex address, namely:

                                    Statia Terminals N.V.
                                    P.O. Box 170
                                    St. Eustatius, N.A.
                                    Telex: 8029
                                    Facsimile:  2259

and confirmed by the originating party by registered letter sent by first class
mail to the other party at the relevant address stated above or to such other
address as shall be furnished to the other party hereto in writing.

         (b) Sufficiency of Notices. Notices to either party pursuant to the
Terminal Regulations and other similar, or dissimilar, notices under this
Agreement shall be sufficiently given if sent by cable, telex, or facsimile to
the relevant party at its address as stated in Section 12.4(a) hereof. All such
notices, including but not limited to any notice pursuant to Section 12.4(a)
hereof, shall be deemed to have been received at the time sent by the sending
party if sent during normal business hours at the receiving

                                      -27-

location, or if not sent during such normal business hours, at 9 a.m. on the
next business day of the receiving party.

         12.5 Governing Law. This Agreement shall be interpreted in accordance
with the law of the State of New York, United States of America, applicable to
agreements made and to be performed entirely within such State without regard to
any conflict of laws provision or case law of the State of New York which would
otherwise cause the application of the law of any other jurisdiction.

         12.6 Entirety; Execution. This Agreement (including the Terminal
Regulations) comprises the entire agreement between the parties with respect to
the subject matter hereof, and merges and supersedes all prior representations
and understandings between the User and the Terminal Company concerning the
subject matter or in consideration hereof. Neither this Agreement nor any
subsequent agreement amending, supplementing, or terminating this Agreement
shall be binding on either the User or the Terminal Company unless and until it
has been executed by their respective duly authorized representatives.

         12.7 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.

                                      -28-

         IN WITNESS WHEREOF, this Agreement has been executed in duplicate
originals, as of the day first herein specified.

STATIA TERMINALS N.V.                                **********

By:                                                  By:
   -----------------                                    ------------------
    Title:                                               Title:

                                      -29-

                                  ATTACHMENT I

                              TERMINAL REGULATIONS
                              FOR STATIA TERMINALS

                                    ARTICLE 1

                                     General

         1.01     Statia Terminals, N.V. a Netherlands Antilles Corporation,
                  hereinafter referred to as Statia, shall carry out the
                  handling of Commodities at the Terminal in accordance with
                  these Terminal Regulations.

         1.02     These Regulations shall in part determine the relations
                  between Statia and the User with respect to the services
                  rendered. User's use of the Terminal shall, at all times, be
                  governed by and be in accordance with the provisions of these
                  Terminal Regulations and any other written and/or telex
                  agreements between User and Statia.

         1.03     In order to keep these Regulations adapted to operating
                  conditions existing from time to time, Statia shall be
                  entitled, at any time and from time to time, to add or change
                  these Regulations at its sole discretion; provided however
                  that such amendment affects User, such amendment shall be
                  subject to approval by the User. Any such amendment shall take
                  effect ten (10) days after the revised Regulations are
                  received by User, unless the amendment itself defines another
                  date of effectiveness.

         1.04     In the event of any difference or conflict between these
                  Terminal Regulations and the Storage and Throughput Agreement
                  between Statia and the User ********** the terms, conditions,
                  and definitions of the Agreement shall prevail.

                                    ARTICLE 2

                                   Definitions

         The following terms shall have the meanings specified below unless the
context otherwise requires:

         "Additional Facilities" means the facilities described in Section 2.2
of the Agreement and the **********.

         "API Gravity" or "API" means the petroleum industry term for density of
petroleum liquid expressed in API units. This density is obtained by means of
simultaneous hydrometer and temperature readings, equated to, and expressed at
60 degrees Fahrenheit.

         "Agreement" when used in conjunction with a section number or article
number, means the correspondingly numbered section or article of the Storage and
Throughput Agreement effective as of August 20, 1993, between Statia and the
User and not a section or article of these Terminal Regulations.

         "Automatic Sampler" means a device installed in a flow and
automatically controlled so as to extract a representative sample of the flow.

         "Barrel" means 42 U.S. gallons of 231 cubic inches each at 60 degrees
Fahrenheit.

         "Berth #1" means the south tanker berthing facilities capable of safely
berthing and mooring vessels from 20,000 to 150,000 SDWT.

         "Berth #2" means the north tanker berthing facilities capable of safely
berthing and mooring vessels from 30,000 to 80,000 SDWT.

         "Blending" means the process whereby Commodities of one type are mixed
with one or more Commodities of another type in specified proportions.

         "Book Entitlement" means Book Inventory minus Contract Loss expressed
in Net Standard Volume.

         "Book Inventory" means the total of all volume of User's Commodities
received by the Terminal minus the total of all volume of User's Commodities
delivered by the Terminal expressed in Net Standard Volume. Book Inventory
determination excludes Dock-to-Dock Transfer volume handled by the Terminal.

         "Calendar Year" means twelve (12) consecutive months beginning January
1.

         "Clingage" means that which is adhered to the inner surface and
structure of a tank after having been emptied.

                                       -2-

         "Common Facilities" means the facilities described in Section 2.1 of
this Agreement.

         "Commingled Storage" means a system whereby the User's Commodities are
stored together with the like Commodities of other Users in the same tank space,
without distinction as to grade.

         "Commodities" means ********** and products as may be mutually
agreeable between the User and the Terminal Company, Terminal Company's consent
not to be unreasonably withheld. As used in this Agreement, the word
"Commodities" includes S&W when referring to gross quantities but does not
include S&W when referring to net quantities.

         "Commodity Transfer" means any physical movement of Commodities from
one location to another involving use of any Facilities including, without

limitation, Dock- to-Dock Transfer, **********, and Tank-to-Tank Transfer.

         "Completion Notice" means a notice given by Terminal Company specifying
an anticipated Operational Date which shall be given not less than ninety (90)
days prior to such anticipated Operational Date specified in such notice.

         "Completion Notice Date" means the date, not later than September 1,
1994, on which the Completion Notice is given by the Terminal Company.

         "Composite Sample" means a sample comprised of proportional portions
from samples drawn from each tank of Tankships or shore tanks.

         "Contract Loss" means the product of the volume of Commodities received
into Dedicated Storage expressed in Net Standard Volume and point **********.

         "Contract Year", "year", "month", "day".

         (a) "Contract Year" means a period of 12 consecutive months the first
such period commencing on the Operational Date and ending midnight on the day
preceding the first anniversary of the Operational Date, and each subsequent
period during the Term or any extension thereof commencing on each such
anniversary of the Operational Date and ending at midnight on the day preceding
the next subsequent anniversary of the Operational Date.

         (b) "year" means a calendar year.

                                       -3-

         (c) "month" means a calendar month.

         (d) "day" means a 24 hour calendar day.

         "Dedicated Storage" means the tankage at the exclusive disposal of the
User pursuant to the provisions of this Agreement.

         "Delivery Point" means the point at which the Terminal's loading line
or arm connects with a receiving tankship's manifold connection or in the case
of Tank-to-Tank transfers, the flange connection for the delivering tank.

         "Dock-to-Dock Transfer" means the transfer of Commodities from one
tankship to another tankship by use of Berth #1 and Berth #2 and other Common
Facilities.

         "Excess Loss" means User's Terminal Losses in excess of Contract Loss.

         "Excess Throughput" means Throughput Volume during one calendar month,
expressed as Net Standard Volume, in excess of ********** Barrels.

         "Facilities" means the Common Facilities and the Additional Facilities.

         "Force Majeure Event" means (i) any event which can be proven to be
beyond the reasonable control of the parties hereto, including, without

limitation, forces of nature, perils of the sea, shipwrecks, acts of God, acts
of government or any governmental authority or agent thereof, arrests and
restraints of governments and people, strikes, lockouts, quarantines, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms or storm warnings,
floods, washouts, wars, civil or military disturbances or interferences, acts of
terrorism, explosions, breakage or accident to the Terminal, and the breakage of
pipes; or (ii) any other cause or causes, which may impair or otherwise affect
the ability of the Terminal Company or User to perform their respective
obligations hereunder or under the Terminal Regulations, whether of the kind
herein enumerated or otherwise; provided, that any cause of such force majeure
shall not have been caused by or reasonably within the control of the party
claiming such force majeure, and which, by the exercise of due diligence, such
party shall not have been able to prevent or overcome.

         "Force Majeure Period" means any period during which a Force Majeure
Event is in effect.

         "Free Water" means the quantity of water resulting from measurements
with paste or interface detector, i.e. not entrained water present in oil.

                                       -4-

         "Gross Standard Volume" or GSV" means the total volume of all petroleum
liquids, and S&W, excluding free water, corrected to standard temperature and
pressure.

         "Handling" means the receipt, storage, blending, Tank-to-Tank,
Dock-to-Dock ********** transfer or delivery of Commodities by Statia or any
combination of such activities.

         "Handling Plan" means the loading or discharge plan agreed between
Statia and a tankship's Master.

         "Handling Program" means the program for Commodity Transfer developed
from time to time by Terminal Company in its sole discretion to accommodate, as
nearly as possible, the needs of all users of the Terminal.

         "Loading Facilities" means the facilities described in Section 2.1(e)
of the Agreement.

         "Net Standard Volume" or "NSV" means the total volume of all petroleum
liquids, excluding S&W and Free Water, corrected to standard temperature and
pressure.

         "Notice of Readiness" means the advice from the tankship's Master that
the tankship under his command has arrived at the designated anchorage area and
is in a suitable condition in all respects to commence the discharge or loading
of cargo or ballast. A Notice of Readiness will not be deemed to be properly
given unless, at the time such notice is given, the tankship is in fact ready in
all respects to commence the discharge or loading of cargo or ballast.

         "Operational Date" means (i) the date ********** after a written notice

specifying the first such date from Terminal Company to User on which the
Additional Facilities, or a portion thereof consisting of **********, and (ii)
the subsequent date, if any, upon which the balance of the Additional Facilities
become available for Commodity Transfer but not later than: **********; provided
however, that unless otherwise specified, the term "Operational Date" shall mean
the date on which the Additional Facilities, or the portion referenced above,
first become available for Commodity Transfer.

         "Person" means any individual, corporation, company, partnership, joint
venture, association, firm, estate, trust or other entity.

                                       -5-

         "Permitted Assignee" means any assignee approved pursuant to Article X
of this Agreement; any parent, subsidiary, or affiliate of the Terminal Company
or the User; or any of the preceding.

         "Physical Inventory" means the volume of Commodities held by the
Terminal for User's account including User's non-accessible tank bottoms and
pipeline contents as determined by a qualified independent inspector at a
specified time.

         "Quarter" means three (3) consecutive months.

         "Receiving Facilities" means the facilities described in Section 2.1(d)
of the Agreement.

         "SDWT" means Summer deadweight.

         "Segregated Storage" means a system whereby User's Commodities are
stored without other grades of Commodities being stored in the same tank at the
same time (except for "bottoms").

         "Services" means the rights and services to be provided by Terminal
Company to User and more fully described in Article III of this Agreement.

         "Shipment" means a quantity of commodities handled in the Terminal
facilities.

         "Shipping Terms" means the International Rules for the Interpretation
of Trade Terms (Incoterms), latest edition.

         **********

         "Sediment and Water" or "S&W" means non-hydrocarbon materials which are
entrained in Commodities. Materials may include sand, clay, rust, unidentified
particulates and immiscible water.

         **********

         "Tank-to-Tank Transfer" means the transfer of Commodities to or from
Dedicated Storage or any third party's storage.

         "Tankship Nomination" means a declaration by the User to Statia of a
tankship, the expected date of the tankship's arrival and detailed description
of the Commodities to be loaded or discharged as required by Article 6 hereof.

                                       -6-

         "Term" means the period of time specified in Article IV of this
Agreement.

         "Terminal" means the crude oil and other refined petroleum product
storage and transshipment facilities of Terminal Company and subsequent
additions thereto, if any, located at St. Eustatius, Netherlands Antilles
including, without limitation, land, jetties, moorings, docks, wharves, storage
tanks, loading and discharging lines, pumps, and all other facilities necessary
or useful in connection with the performance of the Services during the Term.

         "Terminal Company" means Statia Terminals N.V., a corporation
incorporated in the Netherlands Antilles.

         "Terminal Loss" means the Book Inventory minus Physical Inventory
expressed in Net Standard Volume. Cleaning of tank bottoms or any actual
physical loss due to fire, spillage, or any other observable occurrence does not
constitute a Terminal Loss.

         "Terminal Regulations" means these regulations consisting of Articles 1
through 18 inclusive as the same may be amended by Terminal Company from time to
time at its sole discretion; provided however, that if such amendment adversely
affects User in any material way, such amendment shall be subject to approval by
User.

         "Throughput Volume" means the volume of Commodities delivered into
Dedicated Storage expressed as Net Standard Volume. Dock-to-Dock Transfer,
**********, or Tank-to-Tank Transfer volume and Free Water in excess of
********** of the Net Standard Volume delivered in any applicable month shall
count as Throughput Volume.

         "Ton" means a long ton of 2,240 pounds.

         "Total Calculated Volume" or "TCV" means the total volume of all
petroleum liquids and S&W, corrected to standard temperature and pressure plus
all free water measured at observed temperature and pressure, i.e., Gross
Standard Volume plus Free Water.

         "Transshipment" means the process whereby Statia (i) receives from User
a quantity of Commodities at the Terminal and (ii) delivers the Commodities to
the User within seven (7) days after the date of receipt.

         "United States Dollars" or "USD" means lawful currency of the United
States of America.

                                       -7-

         "User" means ********** and any assignee thereof permitted by Article X
of this Agreement.

         "Volume Commitment" means the contractual commitment by the User to the
to transship a specified volume of Commodities through the Terminal in a given
period.

         "Volume Correction Factor" or "VCF" means the coefficient of expansion
for petroleum liquids at a given temperature and density. The product of the
petroleum liquid volume, and the volume correction factor, equals the liquid
volume at a standard temperature of either 60 degrees F or 15 degrees C.

         "Water (Cuts) Gauge" means the depth of water found above the strike
point.

         "Water Finding Paste" means a paste, which when applied to a bob or
rule, is capable of indicating the water/commodity interface by a change in
color at the cut.

         "Working Day" means Monday through Friday, 0800 hours to 1700 hours
(U.S. Eastern Time Zone) per day excluding legal holidays observed by the U.S.
Government.

         "Working Inventory" means Physical Inventory excluding non-accessible
tank bottoms and pipeline contents.

                                    ARTICLE 3

                    Characteristics and Grades of Commodities

         3.01 Statia reserves the right to refuse to accept any Commodities or
class of Commodities which fail to meet the specifications mutually agreed upon
by Statia and User.

         3.02 The User shall advise Statia of the quality and quantity of each
shipment of Commodities in accordance with Article 6 hereof in terms of S&W, API
gravity, sulphur content, and such other specifications as may be reasonably
requested by Statia, all in accordance with the time requirements of Article 6
hereof. User acknowledges that Statia shall have an absolute right to rely upon
the accuracy of such information, within the limits of repeatability of testing.

         3.03 Except as otherwise specifically agreed in writing between the
User and Statia, all Commodities delivered to Statia shall be stored in
Dedicated Storage.

                                       -8-

         3.04 User expressly assumes full and complete responsibility for the
truth and accuracy of the information given pursuant to the provisions of

Section 3.02 above, and User expressly agrees to indemnify and hold Statia
harmless from and against any and all liability, claims, demands, costs,
expenses and damages incurred or suffered by Statia as a direct or indirect
result of any inaccuracies in such information.

         3.05 Statia shall have a right to request and receive samples at its
sole expense from each tank of User's tankship prior to accepting delivery of
any cargo; provided, however, that Statia's requesting said sample shall not
relieve User of its obligations stated in Section 3.04 hereof.

         3.06 Unless other arrangements are made with Statia and User, Statia
shall have the right to refuse to accept any cargo having a viscosity in excess
of 1,000 centistokes at the observed pumping temperature of the Commodity.

         3.07 Unless other arrangements are made between Statia and User, Statia
shall have the right to refuse to accept any cargo having a temperature less
than 15 degrees F above the pour point of the Commodity as determined in 
accordance with ASTM D97-87.

                                    ARTICLE 4

                 Tankship Requirements and Performance Criteria

          4.01 Rated Capabilities. Statia's Terminal and Common Facilities shall
be capable of meeting the following performance criteria:

         (a)      Berthing of tankships from 20,000 SDWT to 175,000 SDWT and up
                  to 56 feet draft at Berth #1 and 30,000 SDWT to 80,000 SDWT
                  and up to 56 feet draft at Berth #2.

         **********

         (c)      Receiving Commodities discharged from tankships (using ship's
                  pumps and ship's power) at rates up to 31,500 barrels per hour
                  at Berth #1 and Berth #2 and ********** and pressures not less
                  than 100 psig nor greater than 175 psig (measured at the
                  tankship's rail).

         (d)      Loading Commodities into tankships by gravity or pumping at
                  rates up to the maximum which the tankship can receive but in
                  no event in excess of 30,000 barrels per hour at Berth #1 or
                  Berth #2 or in excess of **********.

                                       -9-

         4.02 Tankship Discharging. All Commodities received by Statia from User
shall arrive in tankships of not less than 20,000 SDWT. The pumping capacity of
all tankships arriving at the Terminal (based upon normal discharge excluding
stripping) shall be not less than ********** of its SWDT per hour. Additionally,
all ships arriving at the Terminal shall, during discharge, maintain a
continuous (average) pressure (measured at ship's rail) of not less than 100
psig.

         4.03 Tankships Loading. The User may nominate tankships from 20,000 to
********** to receive Commodities delivered by Statia provided that the tankship
is capable of receiving cargo at a rate of not less than ********** of its SDWT
per hour.

         4.04 Nonperformance by Tankships. In the event that the foregoing
tankship performance criteria cannot be met due to conditions not within the
control of Statia, Statia shall have the right to have the berth vacated,
subject to consideration of safety, at no expense to Statia. Furthermore, in the
event that any tankship fails to meet the performance criteria on any two
occasions, Statia reserves the right to refuse thenceforth to accept such
tankship.

                                    ARTICLE 5

                            Principles of Operations

         5.01 The Statia terminal shall operate in accordance with the following
principles:

         (a)      The provisions of this section shall apply to users utilizing
                  either Dedicated, Segregated or Commingled Storage. While
                  Statia shall be entitled to refuse any Tankship Nomination
                  that interferes with the Handling Program, Statia shall,
                  nevertheless, use its best efforts to accommodate User's
                  request.

         (b)      If the User is unable to deliver Commodities to meet the
                  Handling Program, then Statia shall endeavor to reschedule the
                  Shipment; but if it is unable to do so without adversely
                  affecting the Handling Program, then the User shall forfeit
                  the applicable Commodity Transfer.

         5.02 Statia shall carry out the Handling Program of Commodities in
accordance with good Handling practices as generally accepted in the terminal
business.

                                      -10-

         5.03 The User shall be responsible for settling the necessary statutory
formalities and the payments of the appropriate duties, if any, and shall
indemnify and hold Statia harmless from same.

         5.04 In the case of users using Segregated or Commingled Storage,
Statia shall be responsible for and shall pay all costs associated with the
cleaning of the storage tanks, unless such cleaning is made necessary by User's
failure to comply with the provisions of Section 3.02, in which case, User shall
pay all such cleaning costs. In the case of Users utilizing Dedicated Storage,
the User shall be responsible for and shall pay for any cleaning requested by
User to assure accurate Commodity measurements. All routine tank cleaning for
Dedicated Storage associated with scheduled or unscheduled maintenance shall be

for the account of Statia.

                                    ARTICLE 6

                      Nomination and Reception of Tankships

         6.01 A User interested in having Statia receive (discharge) or deliver
(load) Commodities shall notify Statia in writing not less than fifteen (15)
working days prior to the subject tankship's arrival at the Terminal. Said
notice (hereinafter called "Tankship Nomination") shall specify (i) the name of
each tankship nominated and its agent, (ii) the five (5) day date range within
which User desires to load or discharge Commodities, (iii) the volume of each
shipment; and (iv) the specifications of the Commodities to be loaded or
discharged.

         6.02 Statia shall have ********** working days after receipt of the
Tankship Nomination within which to reject all or a portion of said Tankship
Nomination or to suggest modifications thereto. No nomination shall be
unreasonably rejected by Statia.

         6.03 In the event that Statia has rejected a Tankship Nomination, User
shall have *********** working days after such rejection to make a new Tankship
Nomination or to agree to any alteration or modification suggested by Statia in
its Notice of Rejection; provided, however, that if Statia does not reject
User's new or modified Tankship Nomination within two (2) working days after
receipt thereof, then Statia shall be deemed to have accepted said new or
modified Tankship Nomination. If User and Statia are unable to agree on a firm
Tankship Nomination, Statia may suggest Tankship Nominations to User which meet
User's berth requirements.

         6.04 Acceptance of a Tankship Nomination by Statia shall reserve the
requested berths for the nominated periods, subject to scheduling adjustments
which may be agreed to between the Parties.

                                      -11-

         6.05 Not later than seven (7) days prior to the midpoint of each of the
five (5) day date ranges of User's accepted Tankship Nomination, User shall
narrow the five (5) day date range to a three (3) day date range within which
User desires to have its ship loaded or discharged (as the case may be). The
three (3) day date range specified by User pursuant to the provisions of this
Section 6.05 shall be wholly within the five (5) day date range specified in the
User's Tankship Nomination.

         6.06 User shall have the right to substitute, for a ship previously
nominated pursuant to Section 6.01 hereof, another tankship transporting similar
quality and quantity of Commodities, provided User gives a three (3) working day
advance notice of the substitution to Statia. Any such notice of substitution
shall be in writing and shall contain the information required in Section 6.01
hereof. The scheduled arrival date range of any tankship thus substituted shall
not, without the written consent of Statia, differ from the latest accepted
scheduled date range concerning the tankship for which the substitution is made.

Statia reserves the right to reject such substitute vessel by giving notice of
rejection setting forth the reason for such rejection within one (1) working day
of receipt of such substitution nomination.

         6.07 User acknowledges and agrees that User is familiar with the
layouts and capabilities of the Terminal and Common Facilities. All tankships
nominated or substituted by User shall be suitable for loading or discharging at
the Terminal without alteration or modification of the Terminal.

         6.08 Handling Plan.

         (a)      The discharge or loading shall be executed in accordance with
                  a plan (the "Handling Plan") agreed upon by Statia and the
                  tankship's Master.

         (b)      Subject to the provisions of Article 7 hereof, Statia shall,
                  at all times, use its best efforts to permit discharge of the
                  tankship at its maximum pumping rate or, as the case may be,
                  to load the tankship at its maximum receiving rate. However,
                  Statia shall be entitled to interrupt discharging or loading
                  and to have the berth vacated in case of emergency, subject to
                  considerations of safety.

         6.09 Upon completion of the loading of a tankship at the point of
loading, User or its agent shall notify Statia in writing of the name of the
tankship, the name of the tankship's agent, the temperature, quantity and
specifications (as required in Section 3.02 hereof) of cargo loaded on board for
discharge at the Terminal and the tankship's estimated time of arrival.

                                      -12-

         6.10 User shall arrange for its tankships to report to Statia at least
seventy-two (72) hours and again forty-eight (48) hours before arrival, stating
the expected date and hour of arrival. Similar notices shall be given at least
twenty-four (24) hours in advance of the estimated time of arrival and
thereafter for any change of the estimated time of arrival and thereafter for
any change over one (1) hour. Any delays getting into berth by reason of
Master's failure to supply such reports shall be for User's account. The cost of
any delays of tankship getting into berth as a result of Master's failure to
supply required notices of arrival shall be for User's account.

         6.11 In scheduling the availability of berths for other Users, Statia
shall have the right to rely upon the information contained in the notices given
pursuant to the provisions of Sections 6.09 and 6.10 hereof.

         6.12 Upon arrival at the designated anchorage at St. Eustatius, the
Master or the tankship's agent shall give Statia notice (Notice of Readiness) by
letter, telegram, wireless or telephone, that the tankship is ready, in all
respects, to load or discharge Commodities, berth or no berth, and Laytime shall
commence six (6) hours after Statia's receipt of such Notice of Readiness;
provided, however, that the commencement of laytime before or after the accepted
three (3) day date range, as agreed to by Statia pursuant to Section 6.05

hereof, shall be subject to the availability (in tankship's proper turn), of the
berth, as provided in Section 7.01.

         6.13 Subject to the provisions of Section 6.12 hereof, when a berth
becomes available, Statia shall give the tankship's Master or designated agent a
notice to proceed to berth. User's tankship shall not proceed to berth until it
has received a notice to proceed to berth from Statia.

         6.14 Statia shall receive the cargoes of the tankships discharging in
the User's name. Upon arrival of tankship and prior to the commencement of
discharge, samples may be drawn from each of the tankship's cargo, ballast and
bunker tanks. The Master shall supply Statia with tankship's cargo manifest, the
bill of lading and other documents showing the grade(s) and respective
quantities of the cargo. If the shipping documents cannot be delivered to Statia
one (1) day prior to the tankship's arrival, the quantity and characteristics of
each grade to be discharged shall be communicated to Statia by telex.

         6.15 The completion of discharge or loading shall be determined by a
mutually approved independent petroleum inspector in consultation with the
tankship's Master and Statia.

                                    ARTICLE 7

                                      -13-

                              Laytime and Demurrage

         7.01 For tankships tendering Notice of Readiness to load or discharge
before or within the three (3) day date range prescribed in Section 6.05 above,
Laytime shall begin, whether or not a berth is available, six (6) hours after
Statia's receipt of such Notice of Readiness or 0001 hours on the first day of
the three (3) day date range, whichever is later. In the event discharge or
loading commences prior to 0001 hours on the first day of the three (3) day date
range, Laytime will begin at "All Fast" for loading or discharge. For tankships
tendering Notice of Readiness to load or discharge after the expiration of the
three (3) day date range specified in Section 6.05 hereof, Laytime shall begin
at "All Fast" discharge or loading, as the case may be.

         7.02 The time allowed (Allowed Laytime) to Statia for receiving
Commodities from or loading Commodities aboard each tankship shall be thirty-six
(36) hours. In addition to the aforesaid thirty-six (36) hours, any time
consumed due to the following shall count as additional Allowed Laytime:

         (a)      If, at the time that the tankship tenders its Notice of
                  Readiness, Statia has not received an advance payment for
                  marine services as provided in Section 13.03 hereof, then all
                  time which elapses between (i) Statia's receipt of Notice of
                  Readiness and (ii) Statia's receipt of said payment shall
                  count as Allowed Laytime.

         (b)      Delay to tankship in clearing her berth caused by conditions
                  not within Statia's control.

         (c)      Tankship's condition, including, without limitation, breakdown
                  of machinery or inability of the tankship to maintain the
                  average hourly discharge rate of its cargo, being **********
                  of its cargo from time of commencing pumping.

         (d)      If berthing or unberthing is delayed or discharging or loading
                  is prohibited and/or interrupted and/or limited due to
                  circumstances for which Statia is not responsible, including
                  but not limited to sea state and adverse weather.

         (e)      Interruptions to cargo discharge and/or loading operations
                  while the tankship is taking on or discharging ballast.

                                      -14-

         (f)      Time consumed awaiting the arrival of User's measurement
                  representatives and/or surveyors and time consumed while said
                  representatives complete their work.

         7.03 The rate of Demurrage to be paid by Statia to User shall be as set
forth in User's charter party agreements. For tonnage controlled by the User,
the appropriate rate of Demurrage shall be determined by applying the Average
Freight Rate Assessment (AFRA) that is appropriate to the size of the tankship
concerned (as published by the London Tanker Broker's Panel or any similar
generally accepted freight rate assessment, hereafter taking the place of AFRA)
and is current on the date of presentation of the Notice of Readiness to
discharge or load for tankships arriving within the agreed date range (as set
out in Section 6.05) or current on the date of commencement of discharge or
loading for tankships tendering Notice of Readiness outside the prescribed date
range (as set forth in Section 6.05) to the Demurrage rate for the size of the
tankship concerned, as provided in the Worldwide Tanker Nominal Freight Schedule
(Worldscale); or, any freight scale issued in replacement thereof.

                                    ARTICLE 8

                                 Berth Occupancy

         8.01 Berth Occupancy shall commence at the time that User's tankship is
all fast in the berth and shall end at the time the last line is let go.

         8.02 As berth time, tankships shall be allowed (as Allowed Berth
Occupancy):

         (a)      For tankships loading cargoes up to ********** hours.

         (b)      For tankships loading cargoes in excess of ********** hours.

         (c)      For tankships discharging cargoes up to ********** hours.

         (d)      For tankships discharging cargoes in excess of **********
                  hours.

         (e)      Deballasting time, equal to or less than ********** hours for
                  cargoes up to ********** loading or discharging and equal to
                  or less than ********** hours for cargoes in excess of
                  ********* loading or discharging, shall not count as berth
                  time.

                                      -15-

         8.03 Should the tankship at the berth be nominated by the User, after
no more than twelve (12) hours in berth, to perform both discharging and loading
operations, without vacating the berth, then the tankship shall pay Statia the
lesser of a second dock charge or Excess Berth Occupancy at a rate of
**********. Payment of a second dock charge shall allow the tankship the
additional hours of Allowed Berth Occupancy pursuant to Section 8.02.

         8.04 If and when (through no fault of Statia) the Berth Occupancy time
exceeds Allowed Berth Occupancy referred to in Section 8.02 hereof, the tankship
Owner shall pay Statia Excess Berth Occupancy time for every hour (or part
thereof) for which the Berth Occupancy time exceeds the Allowed Berth Occupancy
time. Such Excess Berth Occupancy payment shall be at a rate of **********.

         8.05 Statia and tankship's Master shall consult prior to the beginning
of discharge or loading to determine the estimated unloading or loading time and
the time required for the normal ballasting or deballasting. Tankships
ballasting at the berth after discharge shall vacate the berth after taking on
ballast not exceeding fifteen (15%) percent of the SDWT subject to
considerations of safety. Upon completion of loading, the tankship shall vacate
the berth, subject again to considerations of safety. In situations in which
tankships are awaiting berths, Statia shall be entitled (with the concurrence of
the ship's Master) to have tankships vacate the berth immediately after
completion of discharge, subject to considerations of safety. Bunkering and the
loading of fresh water, stores and provisions may take place during discharge or
loading, subject always to considerations of safety.

         8.06 Tankships shall not exceed the Allowed Berth Occupancy time
established in Sections 8.02, 8.03 and 8.05 hereof, and, subject to
considerations of safety, Statia shall have the right to require that the berth
be vacated.

                                    ARTICLE 9

                                 Marine Service

         9.01 Costs of all marine services such as, but not limited to, dock
charges, statutory dues, agency fees, towage tariffs, shall be borne by the
tankship Owner, but may be guaranteed by the User, at the rates applicable from
time to time and shall be paid in advance in accordance with the provisions of
Section 13.03 below.

         9.02 Pilotage to and from the jetty berths is compulsory. Pilotage from
sea to the anchorage is not compulsory but is available on request.

                                      -16-

         9.03 Tug assistance for mooring and unmooring of tankships is
compulsory.

         9.04 Radio communications are via Curacao Radio Statia (PJC) for
telegraph and telephone. VHF radio telephone is available direct with Statia on
an International Channel: generally Statia maintains a radio watch on Channel
16.

         9.05 The User or tankship Owner shall advise Statia as to which ship's
agency is in its employ with its Notice of Tankship Nomination pursuant to
Article 6 hereof.

         9.06 Statia shall have the right, at any time and from time to time, to
require tankship Owner to shift its tankships from one safe berth to another or
to require tankship Owner to remove the tankship from any berth assigned to it
by Statia. Statia shall pay or cause to be paid all expenses incurred as a
result of such shifting or removal of the tankship from berth, and time consumed
in shifting or removal shall not count as part of the Berth Occupancy time
unless such shifting or removal is made necessary by some condition or
facilities of the tankship or User or by circumstances within the control of the
tankship or User which restrict or prevent discharging or loading so as not to
permit completion of such discharging or loading within the number of hours
provided for in Section 8.02 hereof, in which case, User shall pay or cause to
be paid all expenses incurred as a result of such shifting or removal of
tankship from berth, and the time so consumed shall be included as Berth
Occupancy time and as additional Allowed Laytime.

         9.07 All tankships using the Terminal and Common Facilities shall
maintain the strictest compliance with all fire, safety, environmental
protection and other regulations of Statia, as specified by the "Conditions for
Use of Terminal Facility" and any local governmental agency. Any fine or act
which results from failure to so comply will be the sole responsibility of
tankship Owner. Should any tankship fail to remedy any non-compliance with such
regulations after being advised of such non-compliance, Statia shall be
authorized to refuse berthing and/or terminate the loading or discharge until
such non-compliance is remedied, or Statia may, at its sole discretion, order
the tankship to vacate the berth.

         9.08 All charges whatsoever for inspection fees, import duty taxes and
permits at the Terminal shall be the responsibility of the User. In addition,
tankship Owner shall be responsible for any charges attributable to the
tankship, including, without limitation, pilots, tugs, line handling boats,
light and port duties, dock charges, line handler and agents.

                                   ARTICLE 10

                                      -17-

                 Measurement Standards for Quantity and Quality

         10.01 Measurement of quantities of Commodities shall be made by means
of meters where provable meters are available or alternatively by manual gauging
methods in compliance with the appropriate legal and customs requirements and in
accordance with the latest effective edition of API and ASTM standards and
procedures. Total quantities measured at observed temperature shall be corrected
to the standard temperature of 60 degrees Fahrenheit using the appropriate
API/ASTM-IP volume correction tables referenced in Section 10.02 (d) unless
infeasible to do so. Automatic tank measuring devices shall not be used to
determine the quantity of Commodities transferred unless prior written approval
is granted by User for specific transfers. Net quantities shall be calculated by
deducting from the total quantities both Free Water and suspended sediment and
water (S&W). Whenever possible, both Free Water and S&W shall be determined from
analysis of a representative sample taken from an Automatic Sampler.
Alternatively, if such a sample is not possible, or it is determined that the
sampler did not perform in accordance with API MPMS Chapter 8.2, the Free Water
and suspended S&W deduction shall be based on either tankship's or shore tanks'
Free Water measurements and analysis of composite samples as appropriate for the
methods of transfer described in Article 11.

         10.02   Volume Measurements.

         (a)      User may secure the services of an independent petroleum
                  inspector mutually acceptable to User and Statia to determine
                  the quantity and quality of Commodities delivered into and out
                  of the Terminal and for Commodities delivered or received by
                  means of Tank-to-Tank, Dock-to- Dock ********** transfers. A
                  list of mutually acceptable independent petroleum inspectors
                  legally registered to operate on St. Eustatius will be
                  prepared and agreed to by Statia and User annually.
                  **********.

         (b)      The User or its representative may be present during the
                  measuring operations. In the event the User secures the
                  services of an independent petroleum inspector, the quantity
                  and quality determinations of said inspector shall be
                  conclusive and binding on both Statia and User absent proof of
                  fraud, willful misconduct or gross negligence. The User shall
                  be entitled at reasonable times to inspect relevant
                  documentation in Statia's custody.

         (c)      All net volume shall be computed in Barrels (to the nearest
                  Barrel).

                                      -18-

         (d)      Volume adjustment to 60 degrees F shall be in accordance 
                  with ASTM-IP Petroleum Measurement Tables **********.

         10.03 The establishment of quantities and qualities shall be carried

out in accordance with the following norms and principles:

         (a)      If used for Commodity Transfer measurement, meters shall be
                  designed, installed and operated in accordance with API/MPMS
                  Chapters 5.1 through 5.5 and must have the capability of being
                  proved during each commodity Transfer by use of a conventional
                  pipe proving system designed, installed, calibrated and
                  operated in accordance with API/MPMS Chapter 4.1.

         (b)      Tanks shall be calibrated for critical measurements as set
                  forth by API Standard 2550/ASTM Designation: D1220.

         (c)      If tanks are to be operated in irregular zones, such as
                  floating roof displacement zones and bottoms, the volume of
                  such zones shall be established by liquid calibration in
                  accordance with API Standard 2555/ASTM Designation: D1406.

         (d)      (i)      Gauge tables shall be computed strictly in accordance
                           with API Standard. 2550/ASTM Designation: D1220; and
                           on the basis of field data obtained by the
                           recommended methods and procedures outlined in
                           Sections 10.03 (b) and (c) hereof.

                  (ii)     Gauge tables shall be adjusted for the effect of
                           expansion and contraction of tank shells due to
                           liquid heat.

                  (iii)    Gauge tables covering floating roof tanks shall
                           include the correction for roof displacement when the
                           density of the oil differs from that at which the
                           tables were computed.

         (e)      Manual gauging shall be performed in accordance with API
                  Standard 2545/ASTM Designation: D1085.

         (f)      Manual temperature determination shall be performed in
                  accordance with API/MPMS Chapter 7.1. Properly calibrated
                  portable electronic thermometers may be used in accordance
                  with API/MPMS Chapter 7.3.

                                      -19-

         (g)      Test for API gravity shall be conducted on representative
                  samples of the measured volume in accordance with ASTM
                  Designation: D1298/API Standard: 2547. Observed API gravity
                  shall be reduced to 60 degrees F in accordance with ASTM-IP 
                  Petroleum measurement **********.

         (h)      Test for suspended S&W content shall be conducted on
                  representative samples of the measured volume in accordance
                  with ASTM Designation: D4377 or D4928 (Water by Karl Fisher)
                  or D4006 (Water by Distillation) and D473 (Sediment by

                  Filtration) as appropriate.

         (i)      Test for total sulfur shall be conducted on representative
                  samples of the measure volume in accordance with ASTM
                  Designation: D2622.

         10.04 Samples shall be drawn in accordance with API/MPMS Chapter 8.1,
ASTM Designation: D4057 (for Manual Sampling) and API/MPMS Chapter 8.2, ASTM
Designation D4177 (for Automatic Sampling), in order to measure characteristics
of all Commodities received from or delivered to User or Statia.

         These samples shall be taken as follows:

         (a)      For Commodities received by Statia, by means of Automatic
                  Samplers installed in each of the discharge lines near the
                  Receiving Point and manually from delivering shore tanks prior
                  to and after cargo delivery.

         (b)      For Commodities delivered by Statia, by means of Automatic
                  Samplers installed in each of the delivery lines near the
                  Delivery Point or manually from the delivering shore tanks
                  prior to and after cargo delivery.

The samples taken shall be sealed and kept at the User's disposal for a period
of ninety (90) days. In the event of a dispute regarding the Commodities,
samples of the shipment under dispute shall, upon request by User, be retained
for a longer period to be agreed upon by Statia and the User. Any dispute
concerning quality shall be made known to Statia within sixty (60) days from the
date the bill of lading is issued for the shipment or sixty (60) days from
receipt of the shipment by Statia.

                                   ARTICLE 11

                           Volume Measuring Procedures

                                      -20-

         11.01 The determination of quantities of Commodities shall be in
accordance with the following procedures:

         (a)      Quantities of Commodities transferred to Statia's tankage from
                  the Receiving Facilities by Tankships:

                  (i)      Prior to taking opening meter readings or gauges of
                           receiving shore tanks, all lines to be utilized for
                           the Commodity transfer shall be verified full by line
                           press. Opening tank level gauge measurements and
                           temperatures of Commodities shall be taken prior to
                           unloading the tankship. Additionally, after opening
                           meter readings or tank gauges have been established,
                           line displacement from tankship to shore shall be
                           used to verify line fill and proper pipeline

                           alignment. Prior to and during the line displacement
                           check, samples shall be drawn from the shore pipeline
                           to verify compatibility of the line fill and
                           commodity being transferred. Opening and closing
                           meter readings or tank gauges, Free Water cuts and
                           temperatures of appropriate shore and tankship tanks
                           shall be taken prior to commencement and after
                           completion of Commodity transfer and only after
                           contents of the appropriate shore and tankship tanks
                           have been isolated and the oil surface becomes still.
                           Gauging for Free Water may be performed by the Water
                           Finding Paste method or properly calibrated
                           electronic ullage- interface equipment at the same
                           time that opening and closing measurements are
                           performed.

                  (ii)     A sample representative of the Commodities and Free
                           Water transferred to User's Dedicated Storage shall
                           be taken through the use of an Automatic Sampler on
                           the appropriate discharge line and shall be used as
                           the official custody transfer sample. Alternatively,
                           if such a sample is not possible or if it is
                           determined that the Automatic Sampler did not perform
                           in accordance with API/MPMS Chapter 8.2, Free Water
                           transferred shall be the difference between the Free
                           Water measured aboard the tankship before and after
                           discharge and a sample representative of the main
                           cargo parcel transferred shall be taken from each
                           tankship cargo tank and composited in accordance with
                           API/MPMS Chapter 8.1 which shall be the official
                           custody transfer sample. Composite Samples, if
                           necessary, shall be volumetrically proportional to
                           contents of

                                      -21-

                           each tank constituting the composite and shall be
                           done only in the laboratory prior to testing.

                  (iii)    Duplicate S&W, API gravity and total sulfur
                           determinations shall be performed on the sample of
                           the Commodity. The average of the duplicate tests
                           shall be used provided that the results are within
                           the tolerance limits stipulated by the appropriate
                           standard test.

                  (iv)     The Total Calculated Volume, Gross Standard Volume
                           and Net Standard Volume of the Commodities discharged
                           shall be determined from the above information in
                           accordance with Article 10 hereof.

                  (v)      The above data shall be recorded and maintained in

                           Statia's records in accordance with Article 12
                           hereof.

         (b)      Quantities of Commodities transferred from Statia's tankage to
                  the Delivery Facility into Tankships:

                  (i)      Prior to taking opening meter readings or gauges of
                           delivering shore tanks, all lines to be utilized for
                           the Commodity Transfer shall be verified full by line
                           press. Opening tank level gauge measurements and
                           temperature of the Commodities shall be taken prior
                           to loading the tankship. Additionally, after opening
                           meter readings or tank gauges have been established,
                           line displacement from shore to tankship shall be
                           used to verify line fill and proper pipeline
                           alignment. Prior to and during the line displacement
                           check, samples shall be drawn from the shore pipeline
                           to verify compatibility of the line fill and
                           Commodity being transferred. Opening and closing
                           meter readings or tank gauges, Free Water cuts and
                           temperatures of appropriate shore tanks and
                           tankship's tank shall be taken prior to commencement
                           of and after completion of Commodity transfer and
                           only after contents of the appropriate shore and
                           tankship tanks have been isolated and the oil surface
                           becomes still. Gauging for free water may be
                           performed by the Water Finding Paste method or by
                           properly calibrated electronic ullage-interface
                           equipment at the same time that opening and closing
                           gauging is performed.

                                      -22-

                  (ii)     A sample representative of the Commodities and Free
                           Water transferred to User's tankship shall be taken
                           through the use of an Automatic Sampler on the
                           appropriate loading line and shall be used as the
                           official custody transfer sample. Alternatively, if
                           such a sample is not possible or if it is determined
                           that the Automatic Sampler did not perform in
                           accordance with API/MPMS Chapter 8.2, Free Water
                           transferred shall be the difference between the Free
                           Water measured in each shore tank before and after
                           loading and a sample representative of the main cargo
                           parcel transferred shall be taken from each shore
                           tank and composited in accordance with API/MPMS
                           Chapter 8.1 which shall be the official custody
                           transfer sample. Composite Samples, if necessary,
                           shall be volumetrically proportion to contents of
                           each tank constituting the composite and shall be
                           prepared in the laboratory prior to testing.

                  (iii)    Duplicate S&W and API Gravity and total sulfur
                           determinations shall be performed on the sample of
                           the Commodity. The average of the duplicate tests
                           shall be used provided that the results are within
                           tolerance limits stipulated by the appropriate
                           standard test.

                  (iv)     The Total Calculated Volume, Gross Standard Volume
                           and Net Standard Volume of the Commodities discharged
                           shall be determined from the above information in
                           accordance with Article 10 hereof.

                  (v)      The Sampling date shall be recorded and maintained in
                           Statia's records in accordance with Article 12
                           hereof.

         (c)      Measurement of Commodities transferred Tank-to-Tank to or from
                  User's Dedicated Storage shall be in accordance with Section
                  11.01(b) hereof, whereby measurements and samples taken from
                  delivering shore tanks shall be the basis for quantity and
                  quality determination. Measurements based on receiving shore
                  tanks shall be used only upon written agreement between Statia
                  and the appropriate Users at Statia.

         (d)      Measurement of Commodities transferred between tankships at
                  Statia via ********** Dock-to-Dock Transfers shall be
                  determined by the User's independent inspector in accordance
                  with appropriate ********** Sales

                                      -23-

                  Agreements. In general, such measurement shall follow
                  procedures in both Sections 11.01(a) and 11.01(b) hereof,
                  whereby measurements and samples from the receiving tankship
                  shall be used as the basis for quantity and quality
                  determination. Measurement based on the delivering tankship
                  shall be used only upon written agreement between the Users.
                  Quantities of Commodities transferred between User's tankships
                  at Statia via ********** Dock-to-Dock Transfers shall not be
                  included as either receipts or deliveries for purposes of
                  determining User's Book Entitlement.

                                   ARTICLE 12

                                Shipment Accounts

         12.01 Shipment accounts shall be kept in Barrels corrected for
temperature, S&W, degrees API gravity and total sulphur in accordance with the
principles set forth in this Article.

         12.02 When a Shipment has been received, Statia and/or independent
inspector, shall prepare a notification of receipt and other documentation

necessary for the identification of the incoming Shipment and, in particular,
the User's name, the name of the tankship, the berth time, the date of receipt,
the shore tank number, the grade or grades of Commodities received and the
quantity and quality determined in accordance with Article 10 and Article 11
hereof.

         12.03 When a Shipment has been delivered, Statia and/or independent
inspector, shall prepare a notification of delivery and other documentation
necessary for the identification of the delivered Shipment and, in particular,
the User's name, the name of the tankship, the berth time, the date of receipt,
the shore tank number , the grade or grades of Commodities received and the
quantity and quality of the Commodities delivered and the quantity and quality
determined in accordance with Article 10 and Article 11 hereof.

         12.04 Each Shipment delivered by Statia shall be accompanied by the
required shipping documentation, including, but not limited to, the Bill of
Lading and Cargo Manifest. The User has the right to approve the Bill of Lading
form to be used for all cargoes loaded for affiliates.

         12.05

                                      -24-

         (a)      Statia shall keep a current account for the User showing the
                  quantity and quality received and quantity and quality
                  delivered by Statia for each grade of the Commodities. The
                  quantity and quality received shall be credited to the User's
                  account while the quantity and quality delivered shall be
                  debited.

         (b)      Shipments partially but not completely received or delivered
                  at the end of a month shall be considered as being made in the
                  month completed. A summary of these current accounts shall be
                  sent each month to the User not later than the 15th day of the
                  month following.

         (c)      Statia shall advise the User, in accordance with the following
                  provisions, of the stock of Commodities held by Statia on the
                  User's account, such stock holding to be determined by
                  reference to Statia's stock inventory. In the case of the
                  complete evacuation of any particular grade of Commodities,
                  such advise shall be given to the User as soon as possible
                  after the loading of the User's penultimate offtake tankship,
                  and in all other cases, at intervals of not less than one
                  Month.

         (d)      The User shall have the right to investigate instances where
                  the stock holding advised by Statia pursuant to subparagraph
                  (c) above differs materially from the stock holding calculated
                  by the deduction of the delivered quantities of each grade
                  from the receipted quantities thereof.

         12.06 Any Bill of Lading accompanying a Shipment "delivered by Statia"
shall be subject to the provisions of the "International Convention for the
Unification of Certain Rules relating to Bills of Lading (Brussels, August
1924)," which provisions shall be deemed to be incorporated herein, and nothing
herein shall be deemed a surrender by Statia of any of its rights or immunities
or an increase of any of its responsibilities or liabilities under said
provisions. If any term of any Bill of Lading is repugnant to said provisions to
any extent, such term shall be void to that extent but no further.

                                   ARTICLE 13

                              Invoices and Payments

         13.01 Payments for Demurrage. Payment for any undisputed tankship
Demurrage, pursuant to Article 7, shall be made by Statia to the User within
********** after presentation of invoices.

                                      -25-

         13.02 Payment for Excess Berth Occupancy. Payment of any Excess Berth
Occupancy pursuant to Article 8 of these Regulations, shall be made by the
tankship Owner, to Statia, net upon presentation of invoices. In the event the
User guarantees payment of the Excess Berth Occupancy, payment shall be made by
User net upon receipt of the corresponding invoice.

         13.03 Payment for Marine Services. Payment for any marine services,
pursuant to Article 9 of these Regulations, to be provided by Statia to the
tankship shall be paid by the tankship Owner, but may be guaranteed by the User,
and received by Statia prior to Statia's allowing the vessel to proceed to
berth.

         13.04 Payments for Prevention or Mitigation of Oil Pollution Damage.
Payment for any prevention or mitigation of oil pollution damage or pollution
damage paid by Statia on behalf of the tankship owner or its designee, pursuant
to Article 15, shall be made by the tankship owner to Statia prior to release of
vessel.

         13.05 Payments for Other Costs. Payments for any other costs or damages
provided for by the Agreement (including these Regulations), but for which
payment provisions are not set forth therein, shall be paid by the User to
Statia, or vice versa, as the case may be, net upon presentation of invoices.

                                   ARTICLE 14

                                    Blending

         14.01 Blending. From time to time, and as directed by User, Statia
shall blend Commodities of User with other Commodities owned by User. The
blending ratio shall be supplied to Statia in writing or telex by User.

         14.02 Specifications of Blended Commodities. User acknowledges and
agrees that Statia shall have no liability, obligation or responsibility for the

quality or specifications of the blended Commodities unless all three of the
following conditions are complied with:

         (a)      Each of the Commodities to be blended shall have been in
                  storage at Statia for at least twenty-four (24) hours prior to
                  the occurrence of the blending;

         (b)      Statia shall have been instructed by the User to conduct
                  sampling, testing and analysis of each of the Commodities to
                  be blended; and

                                      -26-

         (c)      Statia shall have failed to blend the Commodities in the
                  proportions requested by User in accordance with the good
                  handling practices in the oil industry.

Except as provided in the immediately preceding sentence, User shall protect,
indemnify and save Statia harmless of and from any loss, cost, damage, liability
or expense arising from any and all claims which may be made against Statia by
reason of defects or deficiencies in the quality of blended Commodities
redelivered.

                                   ARTICLE 15

                                  Oil Pollution

         15.01 The tankship owner or its designee shall ascertain that all
Tankships delivering or receiving Commodities at the Terminal are covered under
TOVALOP or a mutually, acceptable substitute thereof. The tankship owner shall
be a participant in CRISTAL or a mutually acceptable substitute thereof.

         15.02

         (a)      If and when an escape or discharge of Commodities occurs from
                  any tankship at or in the vicinity of the Terminal, and causes
                  or threatens to cause pollution damage, Statia or such party
                  as Statia may designate, at its option upon notice by Statia
                  to the tankship Owner, the tankship Owner's agent and the
                  Master of the tankship, undertake such measures as are
                  reasonably necessary to prevent or mitigate such damage,
                  unless the tankship Owner, its agent or the Master of the
                  tankship promptly undertakes the same to the satisfaction of
                  Statia and any governmental authorities having jurisdiction.
                  Statia shall keep the User, its agent or the Master of the
                  tankship advised of the nature and results of measures taken
                  by it or its designee and, if time permits, the nature of
                  measures intended to be taken. All of the measures actually
                  taken by Statia or its designee shall be deemed taken on the
                  authority of the tankship Owner, the tankship Owner's agent or
                  the Master of the tankship, except to the extent that the
                  initial escape or discharge was caused by Statia; provided,

                  however, that if the tankship Owner, its agent or the Master 
                  of the tankship considers that such measures should be
                  discontinued, and any governmental authorities having
                  jurisdiction concur, the tankship Owner, its agent or the
                  Master of the tankship shall so notify Statia, and therefore
                  neither Statia nor its designee shall have any right to 
                  continue

                                      -27-

                  such measures under the provisions of these Regulations. The
                  entire cost of any cleanup operation shall be borne by the
                  tankship Owner.

         (b)      The tankship owner may not permit any tankship to discharge
                  dirty ballast in or near the coastal waters of St. Eustatius.

         (c)      The provisions of this article are not in derogation of any
                  other rights which Statia and tankship owner may have under
                  any agreement between the parties or may otherwise have or
                  acquire by law or any international convention.

                                   ARTICLE 16

                               Safety Regulations

         16.01 Statia, the User and all tankship Owners and their agents shall
follow good safety practices, including, in particular, but not limited to,
those described in the latest edition of the "International Oil Tanks and
Terminal Safety Guide (IOTTSG)" as issued by the Institute of Petroleum.

                                   ARTICLE 17

                                    Insurance

         17.01 Commodity Insurance. User, at User's sole cost and expense, shall
be responsible for carrying all-risk casualty insurance on all Commodities
delivered to the Terminal. **********.

         17.02 Vessel Insurance. User shall carry, or require that the tankship
Owner carry, on all vessels utilizing the Terminal the following insurance:

         (a)      Protection and Indemnity ("P&I") insurance for Vessel's
                  account through entry of Vessel in one of the International
                  Group of P&I Clubs and hull insurance for the current market
                  value of Vessel, or if Vessel's hull is self-insured, full
                  collision liability insurance shall be included in Owner's P&I
                  insurance coverage.

         (b)      As worldwide insurance cover for oil pollution with limits of
                  not less than the maximum on offer through the International
                  Group of P&I Clubs.

                                      -28-

                                   ARTICLE 18

                                    Auditing

         18.01 The User, at its cost, may obtain an audit by an independent
auditing firm selected by it to determine whether the amounts charged the User
are charged in accordance with these Regulations and the Storage and Throughput
Agreement between User and Statia, to which these Regulations are an attachment.

                                      -29-

                                  ATTACHMENT II

                            Inventory Movement Report
                       Summary for: _______________, 1995

                                               Net Standard Volume-Barrels @ 60F
                                               ---------------------------------

Book Inventory/Book Entitlement
- -------------------------------

Receipts

Deliveries

Inventory Build/(Draw)

Opening Inventory (at mm/dd/yy)

Closing Inventory (at mm/dd/yy)

Opening Entitlement (at mm/dd/yy)

This month's Contract Loss **********

Closing Entitlement (at mm/dd/yy)

Physical Inventory/Terminal Loss
- --------------------------------

Opening Inventory (at mm\dd\yy)

Inventory Build/(Draw)

Projected Closing

Closing Inventory (at mm\dd\yy)

This Month's Terminal Gain(Loss)

                                      -30-

                                               Net Standard Volume-Barrels @ 60F
                                               ---------------------------------

Book Inventory/Book Entitlement
- -------------------------------

Working Inventory
- -----------------
Unusable Tank Bottoms/Line Fills

Working Inventory (at mm\dd\yy)

Contract Loss vs. Terminal Loss
- -------------------------------

Cumulative Contract Loss *********

Cumulative Terminal Loss

Cumulative Terminal Loss
Under/(over) Contract Loss

                                      -31- 

Basic Info X:

Name: STORAGE AND THROUGHPUT AGREEMENT
Type: Storage and Throughput Agreement
Date: Feb. 14, 1997
Company: STATIA TERMINALS INTERNATIONAL NV
State: Delaware

Other info:

Date:

  • summer
  • January 1 , 1996
  • December 31 , 1994
  • Saturday
  • Sunday
  • August 20 , 1993
  • September 1 , 1994
  • Monday
  • Friday , 0800
  • first day of the three 3
  • August 1924

Organization:

  • St. Eustatius , Netherlands Antilles
  • National Westminster Bank
  • ********** Barrels of Dedicated Storage
  • Operation of Terminal
  • Out of Service Adjustment
  • Throughput Volume of Commodities
  • Barrel of Throughput Volume
  • VI EXCUSED NON-PERFORMANCE 6.1 Non-Compliance
  • Notice of Force Majeure Event
  • the Force Majeure Event
  • Respect to Force Majeure
  • Force Majeure Event Terminal Company
  • Force Majeure Period
  • User of Commodities
  • Risk of Loss of Commodities
  • Determination of Excess Loss
  • Arbitration of Right to Terminate
  • Failure of Condition
  • International Arbitration Rules of the American Arbitration Association
  • American -24- < PAGE > Arbitration Association
  • Terminal Company evidencing User
  • Manner of Giving Notices
  • b Sufficiency of Notices
  • State of New York
  • Netherlands Antilles Corporation
  • Statia Terminals N.V.
  • U.S. Eastern Time Zone
  • Tankship Requirements and Performance Criteria 4.01 Rated Capabilities
  • Berth # 1
  • Handling Program of Commodities
  • Terminal and Common Facilities
  • Notice of Readiness
  • Berth Occupancy 8.01 Berth Occupancy
  • Allowed Berth Occupancy
  • Statia Excess Berth Occupancy
  • Curacao Radio Statia
  • Notice of Tankship Nomination
  • ASTM-IP Petroleum Measurement Tables **********
  • Quantities of Commodities
  • Duplicate S & W
  • Gross Standard Volume
  • Net Standard Volume of the Commodities
  • Measurement of Commodities
  • Unification of Certain Rules
  • Bill of Lading
  • Mitigation of Oil Pollution Damage
  • Institute of Petroleum
  • International Group of P & I Clubs

Location:

  • England
  • United States Dollars
  • New York City
  • U.S.
  • Netherlands Antilles
  • United States of America
  • Berth
  • St. Eustatius
  • London
  • Brussels

Person:

  • Karl Fisher

Time:

  • 11:00 a.m.
  • 9 a.m.
  • midnight

Percent:

  • 15 % percent