IRM LLC: GENERAL TERMS AND CONDITIONS OF = SALE

ARTICLE=20 1. PRICE=20 ADJUSTMENTS

Seller may = change any=20 price and/or term of payment of this contract. Buyer shall have the = right to=20 cancel as to any product to which any increase in price and/or term of = payment=20 applies by giving notice to Seller within fifteen (15) days of the date = of such=20 change. If Seller should be prevented from = continuing or=20 making changes in price and/or term of payment hereunder by act of = government=20 authority, Seller may terminate this sale by giving Buyer thirty (30) = days prior=20 written notice. If Buyer is offered in any contract year, any = product of=20 equal quality, in like quantity, and on similar terms at a lower price = than that=20 in effect hereunder, upon satisfactory proof thereof and within thirty = (30) days=20 of notification of such an offer, Seller will either: (a) meet such = lower price=20 for the undelivered product hereunder; or (b) cancel or modify the offer = so as=20 to permit Buyer to accept the offer, and quantity to be purchased will = be=20 deducted from the quantity deliverable hereunder.

ARTICLE=20 2.=20 TAXES

Any tax, = excise or=20 governmental charge imposed upon the value added to or the production, = sale,=20 storage, use or transportation of any product sold hereunder, or imposed = upon=20 crude oil or any other raw materials from which such products are made, = which=20 Seller may be required to pay, shall be paid by Buyer to Seller if not = included=20 in the purchase price. Buyer shall provide Seller, upon request, with = properly=20 completed exemption certificates for any tax from which Buyer claims = exemption.=20 Seller may terminate this sale on thirty (30) days written notice if = prevented=20 from passing through to Buyer any tax or charge, whether or not of the = same=20 class or kind listed above.

ARTICLE=20 3. CREDIT; = PAYMENT;=20 SECURITY

If credit = is=20 extended, Seller at any time may modify the terms and conditions of = future=20 extensions of credit. Seller has the right to assess default interest on = any=20 amount overdue to Seller at the lesser of 1.5% per month (18% per year) = or the=20 maximum amount allowed by law, to be prorated daily, commencing the day = after=20 the due date. In the event Buyer shall fail to make timely payment of = any monies=20 due and owing to Seller, Seller may set off, withhold or recoup any = payments due=20 under this or any other agreement between the Parties. In addition, in = the event=20 Buyer fails to make timely payment, any or all future shipments by = Seller to=20 Buyer may be withheld by Seller without waiving any right, power, = remedy, or=20 privilege of Seller. To secure the full and timely payment and = performance of=20 all obligations and indebtedness of Buyer to Seller Buyer hereby grants = to and=20 creates in favor of Seller a security interest in the Product and Buyer=20 authorizes Seller to file, on one or more occasions, one or more = financing=20 statements or other documents evidencing Seller's security interest = granted by=20 Buyer and describing the Product or any other collateral which may be = pledged to=20 Seller. If the financial position of Buyer becomes impaired or = unsatisfactory to=20 Seller, advance cash payment or satisfactory additional security shall = be given=20 by Buyer upon demand by Seller, and Seller=92s shipments to Buyer may be = withheld=20 until such payment or security is received. Requiring the Buyer to make = advance=20 cash payments or to provide additional security does not waive any of = Seller=92s=20 rights, powers remedies or privileges. Seller shall not be obligated to = release=20 its security interest in the Product or any other collateral until all = of=20 Buyer's payment obligations to Seller are satisfied in full. If amounts = due=20 hereunder are placed with an outside agency for collection, or if suit = is=20 brought for collection, or if collection is pursued by Seller through = probate,=20 bankruptcy or other judicial proceedings, then Buyer shall pay all costs = of=20 collection, including attorneys=92 fees, in addition to all other = amounts due. No=20 remedy of Seller against Buyer is intended to be exclusive, but each = remedy=20 shall to the maximum extent allowed by law, be cumulative and in = addition to any=20 other remedy referred to herein or otherwise available to Seller. The = exercise=20 or beginning to exercise by Seller of any one or more remedies shall not = preclude the simultaneous or later exercise by Seller of other remedies. = All=20 remedies of Seller shall, to the maximum extent allowed by law, survive = any and=20 all terminations of any agreement or agreements between Seller and = Buyer. To the=20 maximum extent allowed by law, no delay or failure on the part of Seller = in=20 exercising any right, remedy, power, or privilege of Seller shall = operate as a=20 waiver thereof. To the maximum extent allowed by law, any security = granted by=20 Buyer to Seller is intended to be a purchase money security=20 interest.

ARTICLE=20 4.=20 SHIPMENTS

To the = extent that=20 monthly quantities are not otherwise specified, shipments shall be made = in=20 approximately equal monthly quantities and in accordance with such = maximum=20 quantity policy as Seller may have in general effect at time of = shipments. If=20 not otherwise specified, Seller shall not be obligated to deliver in any = one (1)=20 month more than onetenth (1/10) of the = maximum=20 quantity nor in any one quarter more than one-fourth (1/4) of the = maximum=20 quantity purchased in the prior year. Unless otherwise specified, if = Buyer=20 purchases less than 90% of the maximum quantity during one quarter, = Seller may=20 reduce the maximum obligation during the succeeding quarters to the = actual=20 amount purchased during the immediately preceding = quarter.

ARTICLE=20 5. TITLE; = RISK OF=20 LOSS

Title and = risk of=20 loss pass to the buyer at the last permanent flange of the loading = facility (at=20 the facility boundary for rail and truck) at the IRM=20 LLC source unless otherwise specified in writing by IRM LLC. If Seller is to pay freight, selection of = carrier=20 and routing of shipments shall be at Seller=92s = option.

ARTICLE=20 6.=20 MEASUREMENT

The volume = of product=20 transferred to Buyer and subsequent billing for such product will be = based on=20 measurements taken at the IRM LLC source. = For=20 railcars, the quantity is calculated following good industry practice = based on=20 the API Manual of Petroleum Measurement Standards, Chapters 3, 7, and 8. = For=20 trucks, the quantity is measured on a state certified weigh scale. For = marine=20 shipments, the quantity is based on an independent gauger's inspection report.

ARTICLE=20 7. LIMITED=20 WARRANTY

THE = PRODUCTS SOLD=20 HEREUNDER SHALL BE OF MERCHANTABLE QUALITY AND SHALL CONFORM TO = SELLER=92S CURRENT=20 STANDARD SPECIFICATIONS OR SUCH OTHER SPECIFICATIONS AS SHALL HAVE BEEN = MADE=20 EXPRESSLY A PART OF THIS SALE. SELLER MAKES NO OTHER WARRANTY, EXPRESSED = OR=20 IMPLIED, OF FITNESS FOR PARTICULAR USE OR OTHERWISE, WHETHER USED SINGLY = OR IN=20 COMBINATION WITH OTHER SUBSTANCES OR IN ANY PROCESS. =

ARTICLE=20 8. LIMITATION = OF=20 LIABILITY

Defective = or=20 nonconforming products shall be replaced by Seller without additional = charges,=20 or in lieu thereof, at Seller=92s option, Seller may refund the purchase = price=20 upon return of the products at Seller=92s expense. NOTWITHSTANDING THE = ABOVE=20 REGARDLESS OF THE CIRCUMSTANCES, SELLER=92S TOTAL LIABILITY TO BUYER FOR = ANY AND=20 ALL CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER, = WHETHER BASED=20 IN CONTRACT, NEGLIGENCE OR OTHER TORT, STRICT LIABILITY, BREACH OF = WARRANTY OR=20 OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS = IN=20 RESPECT TO WHICH SUCH CAUSE AROSE. IN NO EVENT SHALL SELLER BE LIABLE = FOR=20 SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. Any cause of = action=20 that Buyer may have against Seller which may arise under this contract = must be=20 commenced within one (1) year after the cause of action has accrued.=20

ARTICLE=20 9. SAFETY AND = HEALTH=20 INDEMNITY

Seller = shall furnish=20 to Buyer Material Safety Data Sheets, including warnings and safety and = health=20 information concerning the products and/or the containers for such = products sold=20 hereunder. Buyer agrees to communicate such information to all persons = Buyer can=20 reasonably foresee may be exposed to or may handle such materials or = containers,=20 including but not limited to Buyer=92s employees, agents, contractors or = customers. If Buyer fails to communicate such warnings and information, = Buyer=20 agrees to defend and indemnify Seller against any and all liability = arising out=20 of or in any way connected with such failure; provided however, that if = Seller=20 has contributed to such liability, Buyer=92s indemnity to Seller shall = be reduced=20 by the proportion in which Seller contributed. Seller will provide Buyer = with=20 reasonable notice and opportunity to defend in the event any claim or = demand is=20 made on Seller as to which such indemnity relates.

ARTICLE=20 10. CARS, = TRUCKS AND=20 BARGES

Buyer = agrees to=20 unload railroad cars, trucks and barges furnished by Seller within the = free time=20 specified by Tariffs on file with applicable regulatory bodies. Buyer = agrees to=20 pay directly to the common carrier upon receipt of invoice therefore, = for any=20 charges resulting from its failure in this regard. Seller=92s current = charges for=20 tank cars assigned to Buyer=92s use are thirty ($30.00) dollars per day = for tank=20 cars held longer than seven (7) days from constructive placement. These = charges=20 are subject to change. Buyer assumes full responsibility for use and = condition=20 of cars, trucks, barges while in Buyer=92s possession and agrees to (a) = compensate=20 Seller for loss or damage to Seller=92s property, and (b) indemnify and = save=20 Seller harmless from any loss or damage to property other than = Sellers=92 and from=20 any injuries to persons relating in any way to the use of such car(s), = truck(s)=20 and barge(s) while such are in Buyer=92s possession. Buyer further = agrees to=20 report to Seller promptly any damage which may be sustained by the = car(s),=20 truck(s) or barge(s) in Buyer=92s possession.

ARTICLE=20 11. = SPECIFICATION=20 CHANGES; PRODUCT DISCONTINUANCE

Seller may = at its=20 discretion (a) change or alter the quality or specifications of any of = the=20 products offered, or (b) discontinue the manufacture of any such = products, or=20 (c) discontinue the manufacture of any products at a particular = manufacturing or=20 blending facility. If specifications for any products offered are = specifically=20 set forth, Seller shall give Buyer thirty (30) days written notice of = any=20 proposed change. If such proposed change would, in the opinion of Buyer, = materially affect the performance of such products, Buyer may terminate = this=20 sale as to such products. Seller shall give Buyer sixty (60) days = written notice=20 of discontinuance of the manufacture of any product(s) covered hereunder = and the=20 offer shall terminate as to such product(s) at the end of such period. = If Seller=20 elects at its option to discontinue the manufacturing of any products at = a=20 particular location or blending facility, and Seller is unable to = provide=20 comparable product to Buyer from another facility, then Seller may = terminate=20 this sale as to such products by giving Buyer sixty (60) days written = notice of=20 such termination.

ARTICLE=20 12. FAILURE IN = PERFORMANCE

(a) = No = liability shall=20 result to either Seller or Buyer from delay in performance or = non-performance in=20 whole or in part caused by circumstances reasonably beyond the control = of the=20 party affected, including, but not limited to, acts of God,fire, flood, war, explosion, breakdown or = labor trouble;=20 embargoes or other import or export restrictions; shortage or inability = to=20 obtain energy, equipment, transportation, product deliverable hereunder, = crude=20 petroleum or other feedstock from which said product is derived; or good = faith=20 compliance with any regulation, direction or request (whether valid or = invalid)=20 made by any governmental authority or person purporting to act=20 therefore.

(b) = Regardless = of the=20 occurrence or non-occurrence of any of the causes set forth in paragraph = (a)=20 above, if for any reason, supplies of any product deliverable hereunder = or of=20 crude petroleum or other feedstock from which such product is derived = from any=20 of Seller=92s existing sources are curtailed or cutoff or are inadequate = to meet=20 Seller=92s own requirements and its obligations to its customers, = Seller=92s=20 obligation hereunder during such period of curtailment, cessation or = inadequacy=20 shall at its option be reduced to the extent necessary in Seller=92s = sole judgment=20 to allocate among Seller=92s own requirements and its customers (whether = under=20 contract or not), such product as received and as may be available in = the=20 ordinary and usual course of Seller=92s business from any such existing = sources of=20 supply at the location(s) from which deliveries hereunder are normally=20 shipped.

(c) = Seller = shall not be=20 obligated to purchase or otherwise obtain other supplies of such = product, crude=20 petroleum or other feedstock from which such product is derived to make = up=20 inadequate supplies or to replace the supplies so curtailed or cut off. = Seller=20 shall not be obligated to make up deliveries omitted or curtailed = hereunder and=20 any such deficiencies in deliveries shall be canceled from the contract = with no=20 liability to either party therefore.

(d) = For the = purpose of=20 this Article, Seller shall refer to IRM=20 LLC.

ARTICLE=20 13. COMPLIANCE = WITH LAWS=20 AND REGULATIONS

Buyer = agrees to=20 indemnify and hold Seller harmless against all losses, claims, causes of = action,=20 penalties and liability arising out of Buyer=92s failure to comply with = all=20 applicable Federal, State and Local laws, ordinances, regulations, rules = and=20 orders. Buyer undertakes to determine any export license requirements, = to obtain=20 any export license or other official authorization, and to carry out any = customs=20 formalities for the export of product.

ARTICLE=20 14.=20 MISCELLANEOUS

This = contract shall=20 not be assigned in whole or in part by Buyer or Seller without the = written=20 consent of the other Party, except that Seller may, upon written notice = to=20 Buyer, assign its obligation hereunder to any corporation, subsidiary of = or=20 affiliated with Seller. No waiver by either Party of any breach of any = of the=20 terms and conditions herein contained shall be construed as a waiver of = any=20 succeeding breach of the same or any other term or condition. The entire = contract is contained herein and there are no oral understandings,=20 representations or warranties affecting it. No modification of this = contract=20 shall be of any force or effect unless such modification is in writing = and=20 signed by the Party to be bound thereby; and no modification shall be = effected=20 by the acknowledgment or acceptance of purchase order forms containing = terms or=20 conditions at variance with those set forth hereon. This contract = cancels and=20 supersedes any prior written contract between parties covering the sale = and=20 purchase of the Product described. This contract shall be construed and = enforced=20 under the laws of the State of New York.