WITNESSETH:

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                 THIRD AFFIRMATION AND ACKNOWLEDGMENT OF AMENDED
                    AND RESTATED THREE PARTY LEASE AGREEMENT

         This THIRD AFFIRMATION AND ACKNOWLEDGMENT OF AMENDED AND RESTATED THREE
PARTY LEASE AGREEMENT (this "THIRD AFFIRMATION") is made as of this 1st day of
March, 2000 by Getty Properties Corp., a Delaware corporation ("PROPERTIES"),
successor by merger and name change to Getty Realty Corp. ("REALTY"), which was
successor by merger and name change to Getty Petroleum Corp. ("GETTY").

                                   WITNESSETH:

         WHEREAS, Getty duly authorized, executed and delivered that certain
Amended and Restated Three Party Lease Agreement dated as of October 31, 1995 by
and among Getty, Fleet Bank of Massachusetts, N.A., predecessor in interest to
Fleet National Bank (the "BANK"), and Power Test Realty Company Limited
Partnership (the "BORROWER") (the "LEASE Agreement");

         WHEREAS, Realty affirmed its obligations under the Lease Agreement
pursuant to an Affirmation and Acknowledgment of Amended and Restated Three
Party Lease Agreement dated as of April 18, 1997 (the "AFFIRMATION");

         WHEREAS, Properties affirmed its obligations under the Lease Agreement
pursuant to a Second Affirmation and Acknowledgment of Amended and Restated
Three Party Lease Agreement dated as of January 30, 1998 (the "SECOND
Affirmation");

         WHEREAS, the execution and delivery of this Third Affirmation is a
condition precedent to the Bank's and the Borrower's agreement to enter into
that certain Third Amendment to the Amended and Restated Loan Agreement of even
date herewith (the "THIRD AMENDMENT");

         NOW, THEREFORE, for good and valuable consideration paid and in
consideration of the promises herein, the receipt and sufficiency of which are
hereby acknowledged, Properties agrees as follows:

         1.    Properties hereby affirms and acknowledges (i) the continued
               validity of the Lease Agreement, as amended by the Affirmation
               and the Second Affirmation and (ii) that the Lease



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                                      -2-

               Agreement, as amended by the Affirmation and the Second
               Affirmation, remains in full force and effect. Properties agrees
               that the obligations of Properties to the Bank under the Lease
               Agreement, as amended by the Affirmation, the Second Affirmation
               and hereby, and the terms and provisions of the Lease Agreement,
               as amended by the Affirmation and the Second Affirmation, are
               hereby ratified, affirmed and incorporated herein by reference,
               with the same force and effect as if set forth herein in their
               entirety. Properties consents to the amendments set forth in the
               Third Amendment.

         2.    This Third Affirmation shall be construed according to and
               governed by the laws of the Commonwealth of Massachusetts.


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         IN WITNESS WHEREOF, Properties has caused this Third Affirmation to be
made by its duly authorized officer as a sealed instrument as of the date first
set forth above.

                                        GETTY PROPERTIES CORP.


                                        By: /s/ Xxxx X. Xxxxxxxx
                                           ---------------------------------
                                         Name:   Xxxx X. Xxxxxxxx
                                         Title:  Senior Vice President,
                                                 Treasurer and Chief
                                                 Financial Officer

Agreed and Accepted:

FLEET NATIONAL BANK


By: /s/ Xxxxxxx X. Xxxxxx
   -----------------------------
  Name:   Xxxxxxx X. Xxxxxx
  Title:  Vice President