AGREEMENT ---------

EXHIBIT 10.10

AGREEMENT FOR SALE OF REAL ESTATE TO CONTRACT DEALER

Sale of Facility No.: 01860
Dated (for identification): September 2 ,1999
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This Agreement for Sale of Real Estate to Contract Dealer (this
"Agreement") is entered into by LLO-GAS, INC., a Delaware corporation ("Buyer"),
and ATLANTIC RICHFIELD COMPANY, a Delaware corporation ("Seller").

RECITALS
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A. Seller owns the land and improvements that are included in the Real
Estate (as defined in Section 1). Prestige Stations, Inc. ("PSI"), a Delaware
corporation and a wholly owned subsidiary of Seller, operates an ARCO retail
gasoline station and am/pm mini market at the Real Estate.

B. Seller wishes to sell to Buyer, and Buyer wishes to buy from Seller,
the Real Estate.

C. At the same time that Buyer and Seller sign this Agreement, Buyer and
PSI will sign an Agreement for Sale of Business to Contract Dealer (the
"Business Agreement") for Buyer's purchase of PSI's interest in certain assets
that PSI uses in connection with the operation of the business at the Real
Estate.

D. Buyer and Seller intend to transfer ownership of the Real Estate on the
day that Buyer becomes the owner of the assets covered by the Business
Agreement.

E. At the same time that Buyer and Seller sign this Agreement, Buyer and
Seller will sign five Agreements for Sale of Real Estate to Contract Dealer (the
"Companion Real Estate Agreements") for Buyer's purchase of the Companion Real
Estate (as defined in Section 1).

F. At the same time that Buyer and Seller sign this Agreement, Buyer and
PSI will sign five Agreements for Sale of Business to Contract Dealer (the
"Companion Business Agreements") for Buyer's purchase of PSI's interest in
certain assets that PSI uses in connection with the operation of the businesses
at the Companion Real Estate.

AGREEMENT
---------

THEREFORE, Buyer and Seller agree as follows:

1. Basic Provisions.
----------------

Seller's Information: Atlantic Richfield Company
4 Centerpointe Drive, LPR 0-000
Xx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxx Xxxxxxx
Assistant Vice President

Telephone: (000) 000-0000
Facsimile: (000) 000-0000

Taxpayer I.D. No.: 00-0000000

Buyer's Information: LLO-Gas, Inc.
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxxxxxxx

Telephone: (000) 000-0000
Facsimile: (000) 000-0000

Taxpayer I.D. No.: 00-0000000

Real Estate:

The Real Estate is the real property legally described in the attached
Exhibit "A". Seller's interest in the Real Estate is a fee interest in the
entirety of the Real Estate, except as otherwise stated in Exhibit "A".
Seller's interest includes the ownership of the improvements that .are
located on or under the land that Seller owns in fee, including without
limitation underground storage tanks and gasoline pipelines. The principal
parcel of land included in the Real Estate is commonly known as:

Street Address: 0000 X. Xxxxx Xxxxxx
Xxxx, Xxxxx, XXX Code: Xxx Xxxxxxx, Xxxxxxxxxx 00000
County: Los Angeles

Companion Real Estate: The Companion Real Estate is the real property at the
locations (other than the location of the Real Estate) described in the
attached Exhibit "B".

Deposit: $23,750.00 by Buyer's check payable to Escrow Holder

Purchase Price: $950,000.00

Closing Date: October 27, 1999

Title Company: Old Republic Title Company
000 Xxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx

Telephone: (000) 000-0000
Facsimile: (000) 000-0000

Escrow Holder: Citywide Escrow Services, Inc.
00000 Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxxx Xxxxxx
Escrow Officer

Telephone: (000) 000-0000
Facsimile: (000) 000-0000

Escrow No.: 10732 PC
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(To be completed by Escrow Holder)

2. Purchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to
-----------------
buy from Seller, the Real Estate. The purchase and sale (the "Transaction")
will be on the terms set forth in this Agreement.

3. Acceptance by Buyer. To accept this Agreement, Buyer must deliver the
-------------------
following items to Seller within 10 business days after Buyer receives this
Agreement: (i) This Agreement signed by Buyer, (ii) Buyer's check payable to
Escrow Holder as named in Section 1 in the amount of the Deposit as set forth in
Section 1, and (iii) written proof that Buyer has, or will have, sufficient
funds to complete the Transaction. This proof must consist of evidence showing
that (i) Buyer has sufficient cash or other liquid assets to complete the
Transaction or (ii) Buyer has submitted to an institutional lender a fully
completed application for a loan in an amount sufficient to complete the
Transaction. Buyer must deliver these items to Seller at the same time that
Buyer delivers to PSI the items required by Section 3 of the Business Agreement.

4. The Deed: Mineral Reservation. Seller shall convey the Real Estate to
-----------------------------
Buyer by a Corporation Grant Deed (the "Deed"). In the Deed, Seller will
reserve the rights, below the depth of 500 feet, to minerals and oil, gas, and
other hydrocarbon substances in and under the land being sold, but without the
right of surface entry.

5. Purchase Price.
--------------

5.1 Amount. The Purchase Price for the Real Estate is the amount set
------
forth in Section 1.

5.2 Payment. Subject to the collection of Buyer's check for the
-------
Deposit, Escrow Holder shall credit the Deposit to the Purchase Price. Buyer
shall pay the balance of the Purchase Price in cash or immediately available
funds at closing.

6. Escrow and Closing.
------------------

6.1 Escrow. Closing will occur through an escrow (the "Escrow") at
------
Escrow Holder's office. After Buyer and Seller have signed this Agreement,
Seller shall deliver a fully signed original of this Agreement and the check for
the Deposit to Escrow Holder. Escrow will be considered opened on the date that
Escrow Holder signs this Agreement. This Agreement constitutes joint escrow
instructions to Escrow Holder. Buyer and Seller shall do all that is reasonably
necessary to close the Escrow.

6.2 Closing Date. The Escrow will close on or before the Closing
------------
Date as set forth in Section 1, unless the Closing Date is delayed in accordance
with other provisions of this Agreement.

6.3 Closing Conditions. Each party's obligation to complete the
------------------
Transaction is contingent on the satisfaction of the following conditions,
unless that party waives the condition before Escrow closes:

(a) Related Transactions Ready to Close. For each of the
transactions under the Business Agreement, the Companion
Real Estate Agreements, and the Companion Business
Agreements, Seller has confirmed that (i) Seller is ready
and committed to close those transactions or (ii) if the
transaction is being handled through an escrow, Seller has
received notice from the escrow holder that the escrow
holder is ready and committed to close the escrow.

(b) Other Closing Conditions. All closing conditions for that
party's benefit contained in provisions of this Agreement
other than this Section 6.3 have been satisfied, or will be
satisfied as a part of the closing.

(c) Other Party's Obligations. The other party has performed
all its obligations under this Agreement to be performed
before the closing, or will perform those obligations as a
part of the closing.

7. Delivery of Documents and Funds.
-------------------------------

7.1 Deliveries by Seller. At or before the closing, Seller shall
--------------------
deliver to Escrow Holder the following:

(a) Deed. The Deed, signed and acknowledged by Seller;
----

(b) Memorandum of Contract Dealer Gasoline Agreement. The
------------------------------------------------
Memorandum of Contract Dealer Gasoline Agreement (the
"Memorandum") referred to in Section 6.3(c) of the Business
Agreement, signed and acknowledged by Seller, through its
division ARCO Products Company;

(c) Withholding Certifications. (i) A Certification of Non-
--------------------------
Foreign Person Status with respect to Seller's exemption
from federal income tax withholding in connection with the
Transaction and (ii) a comparable certification with respect
to Seller's exemption from state income tax withholding in
connection with the Transaction, if the state in which the
Real Estate is located imposes a withholding requirement on
Buyer for income tax that Seller might owe to the state in
connection with the Transaction, each of which
certifications must meet the requirements of applicable laws
and regulations and must be signed by Seller; and

(d) Other Documents. All other instruments and documents
---------------
reasonably required to complete the Transaction.

7.2 Deliveries by Busier. At or before the closing, Buyer shall
--------------------
deliver to Escrow Holder the following:

(a) Memorandum. The Memorandum, signed and acknowledged by
----------
Buyer;

(b) Right of First Refusal Agreement. The Right of First
--------------------------------
Refusal Agreement (as defined in Section 14), signed and
acknowledged by Buyer;

(c) Environmental Declaration. The Environmental Declaration
-------------------------
(as defined in Section 12), signed and acknowledged by
Buyer;

(d) Cash. Cash or immediately available funds to pay the
----
balance of the Purchase Price and Buyer's share of closing
costs and prorations; and

(e) Other Documents and Funds. All other instruments,
-------------------------
documents, and funds reasonably required to complete the
Transaction.

7.3 Recording. As part of the close of Escrow, Escrow Holder shall
---------
record the following documents in the Official Records of the County, in the
following order: The Deed, the Memorandum, the Right of Refusal Agreement, the
Option Agreement, and the Environmental Declaration. These documents must be
recorded before any documents benefiting any lender or other third party are
recorded.

8. Possession. Upon the close of Escrow, Seller shall deliver vacant
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possession of the Real Estate to Buyer, subject to Seller's rights under the
Environmental Declaration.

9. Title.
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9.1 Title Policy. Buyer will not be required to complete the
------------
Transaction unless the Title Company as named in Section 1 is committed to issue
an ALTA Standard Coverage Owner's Policy of Title Insurance (the "Title Policy")
insuring Buyer in the amount of the Purchase Price upon the close of Escrow.
The Title Policy must insure Buyer's title to the Real Estate subject to only
(i) the standard exclusions and exceptions of the policy form, (ii)
nondelinquent taxes and assessments, and (iii) the Permitted Exceptions (as
defined in Section 9.2).

9.2 Title Review and Approval. Seller shall cause the Title Company
-------------------------
to issue to Buyer a preliminary title report (or a commitment for title
insurance, if the Real Estate is located in a state where title insurers do not
issue preliminary title reports) (in either case, the "Report") covering the
condition of title to the Real Estate. Unless Buyer gives Seller written
notice, within ten days after receiving the Report, objecting to matters shown
in the Report, Buyer will be considered to have approved the condition of title
as shown in the Report. If Buyer so objects to any matter (each, a "Disapproved
Matter") shown in the Report, Seller will have 30 days after receiving Buyer's
written objection in which to remove the Disapproved Matter from record title or
to obtain the Title Company's agreement to issue an appropriate endorsement to
the Title Policy. If Seller is unable or unwilling to remove the Disapproved
Matter from record title or to obtain the Title Company's agreement, Seller may
terminate this Agreement by giving a termination notice to Buyer and Escrow
Holder within the 30-day period. If Seller so terminates this Agreement, Seller
shall pay all escrow and title cancellation charges; Escrow Holder shall return
the Deposit to Buyer; and neither party will have any further obligation to the
other under this Agreement. The term "Permitted Exception" means each matter
shown in the Report that (i) is not a Disapproved Matter or (ii) is a
Disapproved Matter for which Seller has obtained the Title Company's agreement
to issue an appropriate endorsement to the Title Policy.

9.3 Vesting of Title. At least 30 days before the Closing Date,
----------------
Buyer shall notify Seller and Escrow Holder how title to the Real Estate will
vest. If Buyer fails to so notify them, title will vest in Buyer as stated in
the first sentence of this Agreement.

9.4 Copy of Title Policy to Seller and Its Attorney. Within 15 days
-----------------------------------------------
after Escrow closes, Escrow Holder shall mail a photocopy of the Title Policy to
Seller and Seller's attorney.

10. Prorations. Escrow Holder shall prorate the following items between
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Seller and Buyer as of the date that Escrow closes: Current installments of real
property taxes, current installments of special taxes and assessments, and any
rents or other income derived from the Real Estate. Utility charges will not be
prorated. Seller shall cause a final reading of the utility meters to be taken
on the day that Escrow closes; and Buyer shall arrange for all utility services
to be transferred into its name on the day that Escrow closes.

11. Fees and Costs. Buyer and Seller each shall pay (i) one half of
--------------
Escrow Holder's fee and (ii) the costs and expenses that Escrow Holder incurs on
its behalf, unless the cost or expense is otherwise allocated under this
Agreement. Buyer shall pay state and local real estate transfer taxes and sales
taxes, if any; the recording fee for the Deed; and the premium for the Title
Policy. But Seller shall pay for any endorsements that Seller obtains in
accordance with Section 9.2.

12. Environmental Matters.
---------------------

12.1 Definitions. Each underlined, capitalized term below has the
-----------
meaning set forth beside it.

Agency: The environmental regulatory agency that has jurisdiction over the
------
assessment and remediation of petroleum products in soil or groundwater on and
about the Real Estate.

Baseline Contamination: Any petroleum product released into the soil or
----------------------
groundwater during ARCO gasoline station operations conducted on the Real Estate
by Seller and its subsidiaries before Escrow closes. Only contamination
disclosed in the Baseline Data will be considered Baseline Contamination.

Baseline Data: The contaminants, levels, and areas of the contamination
-------------
disclosed on the attached Schedule 1 environmental documents concerning the
Corrective Action, decreased to any lower contamination levels or smaller
contamination areas disclosed in any Qualified Report obtained by Seller after
Escrow closes. In addition, the Baseline Data levels and areas of contamination
will be increased to any higher contamination levels or larger contamination
areas disclosed in the Phase 11 Report

(as defined in Section 12.7(a)). But if Seller determines in good faith that the
additional contamination came from another source and not from Seller's
operations at the Real Estate, and Seller provides written notice of that
determination to Buyer during the Inspection Period, the Baseline Data levels
and areas of contamination will not be so increased.

Corrective Action: Assessment, monitoring, remediation, removal, or other
-----------------
corrective action (which may include natural attenuation) on Baseline
Contamination, to the extent required by the Agency for gasoline station use.

Environmental Declaration: The Declaration of Environmental Restriction and
-------------------------
Other Environmental Covenants and Conditions in the form of the attached Exhibit
"C".

Environmental Documents: Each of the items listed on the attached Schedule 1.
-----------------------

Inspection Period: 45 days after Buyer receives this Agreement signed by Buyer
-----------------
and Seller.

Qualified Report: A subsurface investigation report on the soil or groundwater
----------------
at or under the Real Estate that has been prepared and certified by a geologist
or professional engineer who is licensed by the state in which the Real Estate
is located and who is not affiliated with Buyer or Seller.

Seller's Environmental Notice Address:
-------------------------------------

Atlantic Richfield Company
4 Centerpointe Drive, LPR 0-000
Xx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Manager of Western Environmental Projects

Facsimile: (000) 000-0000

12.2 Baseline Contamination. Seller shall perform Corrective Action
----------------------
on any Baseline Contamination, subject to Buyer's compliance with the provisions
of the Environmental Declaration. Seller will have sole discretion to determine
the Corrective Action schedule, technique, method, and design, and Seller may
contest and appeal any decision of the Agency.

12.3 Environmental Reports. Buyer acknowledges that Seller has
---------------------
delivered to Buyer a copy of the Environmental Documents. Buyer understands
that all reports filed by Seller with the Agency with respect to the Real Estate
are public records, available at the Agency's offices for Buyer's review.

12.4 Recording of Environmental Declaration. Before Escrow closes,
--------------------------------------
Buyer shall sign, have notarized, and deposit into Escrow the Environmental
Declaration.

12.5 No Representations by Seller. Buyer acknowledges that Seller
----------------------------
has not made any representations or warranties regarding the environmental
condition of the Real Estate, including without limitation any representation or
warranty with respect to the accuracy of information included in any report or
other written document regarding the environmental condition of the Real Estate,
other than as set forth in Section 19. Seller will have no obligation to
provide any lender with any covenants, indemnities, or warranties regarding the
environmental condition of the Real Estate or any corrective action performed on
the Real Estate in order to facilitate Buyer's obtaining any loan.

12.6 Notice of Buyer's Improvement Plans. Within 15 days after Buyer
-----------------------------------
receives this Agreement signed by Buyer and Seller, Buyer shall deliver to
Seller at Seller's Environmental Notice Address written information regarding
Buyer's plans (if any) for improving the Real Estate after Escrow closes, to
enable Seller to assure that Buyer's planned improvements comply with the
Environmental Declaration.

12.7 Buyer's Environmental Due Diligence.
-----------------------------------

(a) Buyer's Inspection and Testing Rights. During the Inspection
-------------------------------------
Period, Buyer shall obtain a subsurface investigation report on the extent and
concentrations of any petroleum products in the soil and, if encountered,
groundwater at or under the Real Estate (the "Phase II Report"). Buyer shall
engage a geologist or professional engineer who is licensed by the State of
California and who is not an affiliate of Buyer or Seller (the "Environmental
Consultant"), to perform the subsurface investigation and prepare and certify
the Phase II Report. Buyer shall initially pay for the cost of the Phase II
Report. Escrow Holder shall prorate the cost of the Phase II Report at the
closing so that Buyer and Seller share equally up to $15,000 of the total cost
of the Phase II Report. The parties shall request that the Environmental
Consultant complete the Phase II Report at least 10 days prior to the end of the
Inspection Period. Subject to the provisions of Section 12.7 (b) below, Buyer
shall determine the scope of work for the Phase II Report, in its reasonable
discretion. Buyer shall have the right to modify the scope of work, as a result
of on-site conditions discovered in the course of the investigation.

(b) Special Buyer Testing. If Buyer requests work, or a
---------------------
modification of the original scope of work, that involves any disturbance
(including any drilling or boring) of the surface of the land or any underground
vault or storage tank, underground pipes, or fuel lines ("Special Buyer
Testing"), Buyer must obtain Seller's prior written approval. Seller may
withhold its approval if it determines in good faith that the Special Buyer
Testing would interfere with Seller's business operations or would

pose a safety or environmental hazard. Buyer shall indemnify and defend Seller
from all liabilities, damages, losses, claims, costs and expenses (including
reasonable attorneys' fees) that Seller incurs arising from performance of the
Special Buyer Testing. Without limiting the immediately preceding provisions of
this Section 12.7(b), Buyer shall promptly repair any damage to the Real Estate
or any personal property located at the Real Estate resulting from any Special
Buyer Testing. But Buyer will have no liability regarding any contaminated soil
or groundwater it may discover on or under the Real Estate during the course of
the Special Buyer Testing, unless Buyer caused the release of that
contamination, for example by puncturing the underground storage tanks on the
Real Estate. Buyer's liability under this Section 12.7(b) is in addition to
Seller's right to retain the Deposit and any accrued interest on the Deposit,
when Seller is permitted to do so under any provision of this Agreement
concerning liquidated damages for Buyer's default under this Agreement. A
termination of this Agreement will not terminate Buyer's obligations under this
Section 12.7(b).

(c) Liens. Buyer shall keep the Real Estate free from mechanics'
-----
and similar liens arising from any and all Phase II Report costs (including
without limitation any Special Buyer Testing) payable by Buyer under this
Agreement.

(d) Reports and Disclosure. Buyer shall deliver to Seller at
----------------------
Seller's Environmental Notice Address a copy of the Phase II Report, within two
days after Buyer receives the report. Buyer shall not disclose the results of
any test to any regulatory agency or other third party, unless required to do so
by law and unless Buyer delivers to Seller at Seller's Environmental Notice
Address a copy of the disclosure at least ten days before Buyer mails or
otherwise transmits the disclosure to the agency or other third party.

(e) Buyer's Termination Right. If Buyer is not satisfied with
-------------------------
the environmental condition of the Real Estate, Buyer may terminate this
Agreement by giving notice of termination to Seller and Escrow Holder during the
Inspection Period. If Buyer terminates this Agreement, Buyer and Seller each
shall pay one half of the Escrow and title cancellation charges; after Buyer has
paid its share of those cancellation charges, the Deposit will be returned to
Buyer; and neither party will have any further obligation to the other under
this Agreement. But the Deposit will not be returned to Buyer until Buyer has
delivered to Seller valid, recordable waivers of mechanics' and other statutory
liens from all contractors who conducted tests at Buyer's request.

12.8 Pending Litigation. Seller shall indemnify and defend Buyer
------------------
from all liabilities, damages, losses, claims, costs, and expenses (including
reasonable attorney's fees) arising from Communities for a Better Environment x.
Xxxxx, Case No. 300595 (Superior Court for the County of San Francisco), based
on any discharges from the Real Estate into the soil or groundwater before
Escrow closes.

13. As-Is Sale. Buyer acknowledges that (i) it is buying the Real Estate
----------
solely in reliance on its own investigation; (ii) no covenants, representations,
or warranties have been made by Seller or on Seller's behalf, except those set
forth in this Agreement; (iii) Buyer has made itself aware of all governmental
laws, regulations, and requirements concerning the Real Estate or Buyer's
operation of a business on the Real Estate; and (iv) Buyer will be buying the
Real Estate in its condition existing when Escrow closes.

14. Seller's Right of First Refusal. Before Escrow closes, Buyer shall
-------------------------------
sign, have notarized, and deposit into Escrow a Right of First Refusal Agreement
(the "Right of First Refusal Agreement") in the form of the attached Exhibit
"D".

15. Liquidated Damages. IF ESCROW FAILS TO CLOSE DUE TO BUYER'S DEFAULT,
------------------
ESTABLISHING SELLER'S ACTUAL DAMAGES CAUSED BY BUYER'S DEFAULT WOULD BE
IMPRACTICAL OR EXTREMELY DIFFICULT. AWARDING SELLER THE DEPOSIT AND ANY ACCRUED
INTEREST ON THE DEPOSIT AS LIQUIDATED DAMAGES FOR BUYER'S DEFAULT WOULD BE
REASONABLE. THEREFORE, SELLER'S SOLE REMEDY FOR BUYER'S DEFAULT WILL BE TO KEEP
THE DEPOSIT AND ANY ACCRUED INTEREST. IF SELLER GIVES NOTICE TO ESCROW HOLDER
THAT BUYER HAS DEFAULTED AND INSTRUCTS ESCROW HOLDER TO PAY TO SELLER THE
DEPOSIT (IF THEN HELD IN ESCROW) AND ANY ACCRUED INTEREST, BUYER AUTHORIZES
ESCROW HOLDER TO COMPLY WITH SELLER'S INSTRUCTION WITHOUT BUYER'S FURTHER
CONSENT OR INSTRUCTIONS.

SELLER AND BUYER EACH ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE ABOVE
PROVISIONS OF THIS SECTION 15; AND BY ITS INITIALS IMMEDIATELY BELOW, IT AGREES
TO BE BOUND BY THOSE PROVISIONS

/s/ JC /s/ GS
---------------- -----------------
Buyer's Initials Seller's Initials

(In order to comply with California Civil Code Section 1677, the above provision
must be in at least 10-point bold type. The above provision is in 11-point bold
type.)

16. Tax-Deferred Exchange. If Seller elects to complete the sale of the
---------------------
Real Estate through a tax-deferred exchange under Internal Revenue Code Section
1031, Buyer shall cooperate with Seller in the exchange transaction. Buyer's
cooperation includes the signing, acknowledgment, and delivery of all documents
that Seller reasonably requests, at no risk or expense to Buyer. Seller shall
indemnify and defend Buyer from all liabilities, damages, claims, costs, and
expenses (including reasonable attorneys' fees) that Buyer might incur in
connection with Buyer's participation in the exchange transaction.

17. Buyer's Authority. Within ten days after Buyer signs this Agreement,
-----------------
Buyer shall provide Seller with a copy of Buyer's governing documents (for
example, Articles of Incorporation, Bylaws., Agreement of Partnership, Limited
Liability Company Operating Agreement, or Declaration of Trust), authorizing
action (for example, corporate resolutions, consent of partners, or consent of
members), and any other document necessary to enable Seller to confirm that the
individual signing this Agreement for Buyer is authorized to bind Buyer.

18. Business Agreement. This Agreement will not become effective unless
------------------
the Business Agreement, the Companion Real Estate Agreements, and the Companion
Business Agreements are signed at the same time that this Agreement is signed.
If PSI terminates the Business Agreement in accordance with its terms, Seller
may terminate this Agreement without further liability to Buyer. If Buyer
terminates the Business Agreement in accordance with its terms, Buyer may
terminate this Agreement without further liability to Seller.

19. Seller's Representations and Warranties. Seller represents and
---------------------------------------
warrants to Buyer as follows:

19.1 No Notices of Violation. To Seller's actual knowledge, Seller
-----------------------
(i) is not aware that the Real Estate violates any applicable laws (including
zoning laws), except as disclosed in Schedule 2 attached hereto and (ii) has not
received any written notice from appropriate governmental authorities that the
Real Estate violates any applicable laws (including zoning laws), except as
disclosed in Schedule 2 attached hereto.

19.2 No Notices of Defects. To Seller's actual knowledge, Seller (i)
---------------------
is not aware of any material defects in the improvements on the Real Estate and
(ii) has not received any written notice from any insurance company, board of
fire underwriters, governmental agency, or similar organization regarding any
material defects in the improvements on the Real Estate.

19.3 No Pending or Threatened Claims. To Seller's actual knowledge,
-------------------------------
no litigation or claims of any kind are pending or threatened, and no facts or
circumstances exist, that may in any way materially adverse affect the Real
Estate, including material violations of regulations of the Environmental
Protection Agency or any state regulatory body concerning the disposal of
hazardous waste, petroleum, underground storage tanks, or any other hazardous
materials at the Real Estate, except as disclosed in the Environmental Documents
and Schedule 2 attached hereto.

19.4 Construction of Improvements. To Seller's actual knowledge, all
----------------------------
structures and improvements on the Real Estate (i) are in good condition,
reasonable wear and tear excepted and (ii) were constructed and installed in
substantial

compliance with all applicable laws, statutes, ordinances, codes, covenants,
conditions, and restrictions of any kind or nature affecting the Real Estate.

19.5 Underground Storage Tanks. The underground storage tanks and
-------------------------
associated underground piping and vapor recovery systems at the Real Estate are
(i) fully operational and (ii) in material compliance with the December 23, 1998
underground storage tank system upgrade standards set forth under Section 25291
or Section 25292(d) and (e) of the California Health and Safety Code, and
related regulations adopted pursuant to Section 25299.3 of the California Health
and Safety Code, according to the certificate of upgrade compliance provided
under Section 25284 of the California Health and Safety Code.

"To Seller's actual knowledge" means to the actual knowledge of Xxxx Xxxxxxxx,
Xxxxx Xxxx, Xxx Xxxxxxx, or Xxxx Xxxxxx, without independent inquiry, file
review, or any investigation whatsoever. Seller represents to Buyer that Xxxx
Xxxxxxxx is Seller's Facility Remediation Manager assigned to the Real Estate,
Xxxxx Xxxx is Seller's Manager of Environment, Health and Safety, Xxx Xxxxxxx is
the Property Management Representative assigned to the Real Estate, and Xxxx
Xxxxxx is Seller's Property Management Manager assigned to the Real Estate. All
representations and warranties made in this Agreement will be considered to be
made on the date of this Agreement and again on the date that Escrow closes. A
condition of Buyer's obligation to close is that all warranties and
representations made are true on the date that Escrow closes. All those
representations and warranties will survive the Escrow closing and will not be
considered to have merged into and be governed by the closing documents for one
year after the Escrow closing. If Buyer discovers before closing, that any
representation or warranty in this Agreement is not true, then Buyer may, as its
sole remedy, either (i) terminate this Agreement by delivering notice to Seller
before the Closing Date, in which case Escrow Holder shall return the Deposit to
Buyer, or (ii) elect to purchase the Real Estate subject to the untrue warranty
or representation, without any reduction in the Purchase Price. If Buyer
discovers after the Escrow closing that any representation or warranty in this
Agreement is not true, Buyer may exercise all rights and remedies available at
law or in equity as a result of the untruthfulness of any representation or
warranty, as long as Buyer delivers written notice of the breach to Seller and
exercises any remedy, including the filing of any suit or other action, within
one year after the date that the Escrow closes.

GENERAL PROVISIONS
------------------

G1. Notices. Notices relating to this Agreement must be in writing and
-------
sent to the addresses set forth in Section 1. But a party may change its
address for notices by giving notice as required by this Section G1. A written
notice will be considered given (i) when personally delivered, (ii) two business
days after deposit in the U.S. Mail as first class mail, certified or
registered, return receipt requested, with postage prepaid, (iii) one business
day after deposit with a reputable overnight delivery service for next

business day delivery, or (iv) on the business day of successful transmission by
electronic facsimile.

G2. Additional Instruments. Seller and Buyer shall sign, acknowledge, and
----------------------
deliver to the other any further instruments reasonably required to carry out
the provisions of this Agreement.

G3. Successors and Assigns. Each party's rights and obligations under
----------------------
this Agreement bind and benefit its successors and assigns. But Buyer shall not
assign or otherwise transfer its interest under this Agreement without Seller's
prior written consent, which Seller may withhold in its sole discretion. An
assignment or other transfer by Buyer without Seller's prior written consent
will be void.

G4. Time of Essence: Business Day. Time is of the essence of each
-----------------------------
provision of this Agreement in which time is a factor. In this Agreement, the
term "business day" means days other than Saturdays, Sundays, and holidays
observed by the United States or the State of California.

G5. Uncontrollable Events. Neither party will be liable to the other for
---------------------
its failure to perform under this Agreement due to events beyond its control,
including without limitation work stoppages, riots, acts of God, or other
similar events.

G6. Survival. All representations, warranties, indemnities, and releases
--------
contained in this Agreement will survive the close of Escrow or the termination
of this Agreement.

G7. Entire Agreement; Modification; Waiver. This Agreement (including any
--------------------------------------
attached Exhibits) contains the entire agreement between Buyer and Seller with
respect to the Transaction, including all representations and warranties between
them. Any modification of this Agreement must be in writing and signed by both
parties. Any waiver of a provision of this Agreement by a party must be in
writing.

G8. Governing Law. The internal laws of the State of California govern
-------------
this Agreement.

G9. Interpretation. The captions appearing in this Agreement are for
--------------
convenience of reference only, and they do not affect the meanings of the
provisions of this Agreement. In this Agreement, each gender includes the other
genders. Words in the singular include the plural and vice versa, when
appropriate. The word "person" includes natural individuals and all other
entities. The word "cost" includes any cost or expense. The word "term"
includes any covenant, condition, representation, warranty, or other provision
that is part of an agreement. Whenever a provision of this Agreement requires
Buyer or Seller to perform an act, that person must do so at its sole cost
(unless otherwise stated in connection with that provision).

BUYER:

LLO-GAS, INC.,
a Delaware corporation

By: /s/ Xxxx Xxxxxxxxxxx
--------------------
Xxxx X. Xxxxxxxxxxx
President

SELLER:

ATLANTIC RICHFIELD COMPANY,
a Delaware corporation

By: /s/ X. Xxxxxxx
--------------
Xxxx Xxxxxxx
Assistant Vice President

Agreed to by Escrow Holder

on Sept. 2 , 1999.
-------------

CITYWIDE ESCROW SERVICES, INC.

By: /s/ Xxxxxxxx Xxxxxx
--------------------
Xxxxxxxx Xxxxxx
Escrow Officer

SCHEDULE 1

ENVIRONMENTAL DOCUMENTS

1. Report titled Subsurface Environmental Investigation and Soil Borings,
-------------------------------------------------------
dated September 29, 1987, prepared by Applied Geosystems.

2. Report titled Delineation of Hydrocarbon Contamination in the Soil and
--------------------------------------------------------
Ground Water, dated December 15, 1988, prepared by Applied Geosystems.
------------

3. Report titled Subsurface Environmental Investigation, dated October 1,
--------------------------------------
1990, prepared by Applied Geosystems.

4. Report titled Subsurface Environmental Investigation, dated January 21,
--------------------------------------
1992, prepared by Resna.

5. Report titled Subsurface Environmental Investigation, dated March 8, 1993,
--------------------------------------
prepared by Resna.

6. Report titled ARCO Quarterly Report, dated October 29, 1998, prepared by
---------------------
Emcon.

SCHEDULE 2

PENDING ACTIONS

Communities for a Better Environment x. Xxxxx, Case No. 300595 (Superior Court
for the County of San Francisco)

LEGAL DESCRIPTION OF THE REAL ESTATE

(See Exhibit "A" following this cover sheet.)

EXHIBIT "A"

LEGAL DESCRIPTION OF THE REAL ESTATE

Lot 43 and the south 25 feet of lot 44 of Tract No. 200, in the city of Los
Angeles, County of Los Angeles, State of California, as per Map recorded in
Book, 13 Page 152 of Maps, in the office of the County Recorder of said County.

LOCATION OF THE COMPANION REAL ESTATE

(See Exhibit "B" following this cover sheet.)

EXHIBIT "B"

LOCATION OF THE COMPANION REAL ESTATE

ARCO Facility No.: 01860

Street Address, City, and State: 0000 X. Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000

ARCO Facility No.: 05502

Street Address, City, and State: 000 Xxxx Xxxxxxxx
Xxxxxxx, Xxxxxxx 00000

ARCO Facility No.: 05212

Street Address, City, and State: 0000 X. Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000

ARCO Facility No.: 05513

Street Address, City, and State: 00000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxxx, Xxxxxxxxxx 00000

ARCO Facility No.: 05972

Street Address, City, and State: 00000 00xx Xxxxxx
Xxxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000

ARCO Facility No.: 06202

Street Address, City, and State: 0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxx 00000

EXHIBIT "B"

DECLARATION OF ENVIRONMENTAL RESTRICTION AND
OTHER ENVIRONMENTAL COVENANTS AND CONDITIONS

(See Exhibit "C" following this cover sheet.)

EXHIBIT "C"

Order No.:
--------------
Escrow No.:
-------------

RECORDING REQUESTED BY OLD
REPUBLIC TITLE COMPANY AND WHEN
RECORDED, RETURN TO:

Atlantic Richfield Company
4 Centerpointe Drive, LPR 0-000
Xx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxx Xxxxxxxxx
Facility No.: 01860
Location: 0000 X. Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 FOR RECORDER'S USE
--------------------------------------------------------------------------------
Type 3 Site in Multiple Site Sale

DECLARATION OF ENVIRONMENTAL RESTRICTION AND
OTHER ENVIRONMENTAL COVENANTS AND CONDITIONS

This Declaration of Environmental Restriction and Other Environmental
Covenants and Conditions (this "Declaration") dated September 2 , 1999, is
-----------------
made by LLO-GAS, INC., a Delaware corporation ("Owner"), for the benefit of
ATLANTIC RICHFIELD COMPANY, a Delaware corporation ("ARCO").

RECITALS
--------

A. ARCO is the former owner of the real property in the County of Los
Angeles, State of California, described in the attached Exhibit "A" (the "Real
Estate"). In connection with the signing and recording of this Declaration,
ARCO conveyed the Real Estate to Owner.

B. By this Declaration, Owner intends to impose certain restrictions
on the Real Estate.

AGREEMENT
---------

THEREFORE, Owner agrees and declares as follows:

1. Definitions. Each underlined, capitalized term below has the meaning
-----------
set forth beside it.

Agency: The environmental regulatory agency that has jurisdiction over the
------
assessment and remediation of petroleum products in soil or groundwater on or
about the Real Estate.

ARCO Entities: ARCO's officers, directors, employees, subsidiaries, divisions,
-------------
or affiliates.

Claim: Any liability, damage, loss, claim, suit, judgment, settlement, cost,
-----
and expense (including reasonable attorneys' fees) arising after the Effective
Date, whether or not Owner knew or suspected them to exist on the date that
Owner signed this Declaration or on the Effective Date.

Contractual Obligation: Any obligation that ARCO may have, under the Agreement
----------------------
for Sale of Real Estate to Contract Dealer between Owner and ARCO dated

September 2, 1999 and any other written agreement entered into between Owner and
-----------
ARCO before the Effective Date, to conduct any Corrective Action on the Real
Estate.

Corrective Action: Any assessment, monitoring, or corrective action (which may
-----------------
include natural attenuation) on petroleum products released into the soil or
groundwater at the Real Estate during gasoline station operations conducted on
the Real Estate by ARCO and the ARCO Entities before the Effective Date, to the
extent required by the Agency for gasoline station use.

Effective Date: The date on which this Declaration is recorded.
--------------

Hazardous Material: Any material, substance, or waste that has been determined
------------------
by any governmental authority to be capable of posing a risk of injury to
health, safety, or property.

No Further Action Letter: A letter issued by the Agency stating that based on
------------------------
certain assumptions and conditions, the Agency will not require ARCO to perform
any further Corrective Action with respect to the Real Estate.

Pre-Closing Contamination: Any Hazardous Material released into the soil or
-------------------------
groundwater before the Effective Date.

Restricted Area: Each area shown on the Depiction of the Real Estate and
---------------
Restricted Area attached as Exhibit "B" and labeled "Restricted Area."

2. ARCO's Access Right.
-------------------

2.1 Grant of Access Right. After the Effective Date, ARCO and ARCO's
---------------------
agents and contractors will have the unrestricted right to enter on the Real
Estate to perform any Corrective Action. ARCO shall give Owner prior oral or
written

notice of its exercise of this right to enter (the "Access Right"). In
exercising the Access Right, ARCO shall attempt to minimize, to the extent
reasonably possible, any interference with the operation of the business on the
Real Estate, except in the case of an emergency, as determined by ARCO. In
conducting its operations on the Real Estate, Owner shall attempt to minimize,
to the extent reasonably possible, any interference with any Corrective Action
by ARCO or ARCO's agents or contractors. ARCO will have sole discretion to
determine the schedule, technique, method, and design of any Corrective Action
performed by ARCO. But if the cost of two different techniques, methods, or
designs is the same, then ARCO shall select the technique, method, or design
that causes the least physical interference with the operation of the business
on the Real Estate or that takes the least amount of time to complete. Owner
shall cooperate with ARCO in obtaining Agency approval for any Corrective
Action. This Access Right includes, without limitation, (i) the right to perform
soil and groundwater investigations, (ii) the right to install, operate,
monitor, maintain, repair, close, and remove equipment (including piping and
xxxxx) for Corrective Action, and (iii) the right to have service trucks on the
Real Estate. As part of any equipment installation, ARCO may cut and remove
portions of the asphalt and concrete. But ARCO shall patch any asphalt and
concrete that it removes with comparable asphalt and concrete. ARCO will not be
required to pay any rent or other compensation to Owner for the Access Right or
the portion of the Real Estate occupied by the equipment used in performing any
Corrective Action.

2.2 Termination and Resumption of Access Right. The Access Right
------------------------------------------
will terminate 90 days after ARCO receives a No Further Action Letter. But if,
after the Agency issues the No Further Action Letter, the Agency requires ARCO
to perform further Corrective Action, the Access Right will resume until 90 days
after ARCO receives a new No Further Action Letter for the further Corrective
Action. But, in all events, the Access Right will terminate 25 years after the
Effective Date.

3. Owner's Notification Obligations. For 25 years after the Effective
--------------------------------
Date, Owner shall notify ARCO within 14 days after (i) any on-site visit by the
Agency, (ii) Owner's receipt of correspondence from the Agency regarding any
Corrective Action, (iii) any release of a Hazardous Material on or about the
Real Estate requiring regulatory notification, or (iv) any activity on or about
the Real Estate that impacts ARCO's rights under this Declaration or ARCO's
performance of any Contractual Obligation.

4. Owner's Acceptance of the Condition of the Real Estate. Owner
------------------------------------------------------
acknowledges that Pre-Closing Contamination is present on, under, or near the
Real Estate. Owner has accepted the Real Estate, including without limitation
its environmental condition, in "AS IS" condition on the Effective Date, subject
only to any Contractual Obligation. In addition, when the Agency issues the No
Further Action Letter, Owner will be considered to have accepted the Real Estate
in "AS IS" condition as of the date of the No Further Action Letter. Owner
acknowledges that the purchase

price paid to ARCO for the Real Estate reflects (i) the effect of this
Declaration on the Real Estate and (ii) any presence of Pre-Closing
Contamination, whether or not Owner knew or suspected it to exist on the date
that Owner signed this Declaration or on the Effective Date.

5. Owner's Waiver and Release of Environmental Claims. Owner, for itself
--------------------------------------------------
and its heirs, successors, and assigns (including without limitation all future
owners of the Real Estate), waives and releases any Claim that it might have
against ARCO or the ARCO Entities based on or related to the release or presence
of any Hazardous Material on, under, or about the Real Estate at the Effective
Date. These Claims include, without limitation, (i) Claims that might arise
after the Effective Date and (ii) Claims that Owner did not know or suspect to
exist on the date that Owner signed this Declaration and on the Effective Date.
The waived Claims do not include any Claims arising from any material breach by
ARCO of (a) its Contractual Obligation or (b) the conditions to the Access
Right.

6. Real Estate Restrictions. For a period of 25 years after the Effective
------------------------
Date, Owner shall not:

(a) Excavate any soil in any Restricted Area at a depth greater than four
feet below the grade of the Restricted Area at the Effective Date;

(b) Install any underground storage tank for petroleum hydrocarbons on or
under any Restricted Area;

(d) Construct any improvements in the Restricted Area without ARCO's prior
written confirmation that the proposed improvements will not impair
Owner's ability to perform any Contractual Obligation. ARCO shall not
unreasonably withhold that confirmation.

But, as long as Owner performs the following work in compliance with all
applicable laws and governmental requirements, Owner may:

(i) Install asphalt or landscaping other than trees or landscape in the
Restricted Area;

(ii) Perform any corrective action on soil or groundwater under any
Restricted Area that is contaminated with a Hazardous Material, to the
extent required by the Agency; or

(iii) Remove or replace any underground gasoline storage tank or any
gasoline lines located under any Restricted Area.

7. Notices. Notices relating to this Declaration must be in writing and
-------
sent to the addresses set forth below. But a party may change its address for
notices by giving notice as required by this Section 7. A written notice will
be considered given (i) when personally delivered, (ii) two business days after
deposit in the United States Mail as first class mail, certified or registered,
return receipt requested, with postage prepaid, (iii) one business day after
deposit with a reputable overnight delivery service for next business day
delivery, or (iv) on the business day of successful transmission by electronic
facsimile. The parties' addresses for notices are as follows:

To Owner: LLO-Gas, Inc.
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxxxxxxx

Facsimile: (000) 000-0000

To ARCO: Atlantic Richfield Company
4 Centerpointe Drive, LPR 0-000
Xx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Manager of Western Environmental Projects

Facsimile: (000) 000-0000

8. Entire Agreement: Modification: Waiver. This Declaration (including
--------------------------------------
any attached Exhibits) contains the entire agreement between Owner and ARCO with
respect to any restrictions on Owner's use and operation of the Real Estate and
the other matters that are the subject of this Declaration. Any modification of
this Declaration must be in writing and signed by Owner and ARCO. Any waiver of
a provision of this Declaration by Owner or ARCO must be in writing.

9. Further Acts. Owner and ARCO shall each do all things that the other
------------
reasonably requests to carry out the purpose of this Declaration.

10. Attorneys' Fees. If a dispute arises with respect to this Declaration
---------------
and if ARCO prevails in the dispute, then ARCO will be entitled to recover from
Owner the reasonable costs and expenses that ARCO incurred in enforcing its
rights under this Declaration, including reasonable attorneys' fees.

11. Restrictions Run with the Land. ARCO's rights under this Declaration,
------------------------------
Owner's obligations under this Declaration, any restrictions on the use and
operation of the Real Estate, and any waivers and releases by Owner under this
Declaration

(collectively, the "Rights and Restrictions") are for the benefit of ARCO and
its successors and assigns. The Rights and Restrictions run with the Real Estate
and bind Owner's successors and assigns, including future owners and tenants of
the Real Estate, for ARCO's benefit. The Rights and Restrictions are intended to
(i) constitute equitable servitudes that burden the Real Estate and (ii) to be
enforceable under Section 1471 of the California Civil Code.

OWNER:

LLO-GAS, INC.,
a Delaware corporation

By: /s/ Xxxx Xxxxxxxxxxx
--------------------
Xxxx X. Xxxxxxxxxxx
President

(ATTACH NOTARY ACKNOWLEDGMENTS)

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
================================================================================

STATE OF CALIFORNIA
----------
COUNTY OF ORANGE
------

On September 2, 1999 before me, X. Xxxx, Notary Public
-------------------------------------------------------------
NAME, TITLE OF OFFICER -E.G., "XXXX XXX", NOTARY PUBLIC

personally appeared Xxxx X. Xxxxxxxxxxx,
---------------------------------------------------------------------------

[X] personally known to me to be the person whose names is subscribed to the
within instrument and acknowledged to me
that he executed the same in his
authorized capacity, and that by his
signature on the instrument the
person, or the entity upon behalf of
which the person acted, executed the
instrument.

WITNESS my hand and official seal.

/s/ X. Xxxx
------------------------------------------
SIGNATURE OF NOTARY
===============================OPTIONAL=========================================
Though the data is not required by law, it may prove valuable to persons relying
on the document and could prevent the fraudulent reattachment of this form

[_] INDIVIDUAL

[X] CORPORATE OFFICER

President Environmental Covenant and Conditions
--------- -------------------------------------

TITLE OR TYPE OF DOCUMENTS
PARTNER(S) [_] LIMITED

[_] GENERAL

[_] ATTORNEY-IN-FACT ---------------------------
[_] TRUSTEE(S) NUMBER OF PAGES
[_] GUARDIAN/CONSERVATOR
[_] OTHER September 2, 1999
---------------------------
DATE OF DOCUMENTS
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)

LLO-Gas, Inc., a Delaware corporation None
--------------------------------------------------- --------------------------------
SIGNER(S) OTHER THAN NAMED ABOVE

LEGAL DESCRIPTION OF THE REAL ESTATE

(See Exhibit "A" following this cover sheet.)

EXHIBIT "A"

LEGAL DESCRIPTION OF THE REAL ESTATE

DEPICTION OF THE REAL ESTATE AND RESTRICTED AREA

(See Exhibit "B" following this cover sheet.)

EXHIBIT "B"

[GRAPHIC]

RIGHT OF FIRST REFUSAL AGREEMENT

(See Exhibit "D" following this cover sheet.)

EXHIBIT "D"

Order No.:
------------
Escrow No.:
-----------

RECORDING REQUESTED BY OLD
REPUBLIC TITLE COMPANY AND WHEN
RECORDED, RETURN TO:

Atlantic Richfield Company
4 Centerpointe Drive, LPR 0-000
Xx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxx Xxxxxxxxx

Facility No.: 01860
Location: 0000 X. Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 FOR RECORDER'S USE
--------------------------------------------------------------------------------

RIGHT OF FIRST REFUSAL AGREEMENT
--------------------------------

This Right of First Refusal Agreement (this "Agreement") dated
September 2 , 1999, is made by LLO-GAS, INC., a Delaware corporation
--------------
("Owner"), for the benefit of ATLANTIC RICHFIELD COMPANY, a Delaware corporation
("Holder").

RECITALS
--------

A. Holder is the former owner of the real property in the County of Los
Angeles (the "County"), State of California, described in the attached Exhibit
"A" (the "Real Estate"). In connection with signing and recording this
Agreement, Holder conveyed the Real Estate to Owner.

B. By this Agreement, Owner intends to grant to Holder certain rights to
buy or lease the Real Estate and certain other property.

AGREEMENT
---------

THEREFORE, Owner agrees as follows:

3. Definitions. When used in this Agreement, each underlined, capitalized
-----------
term set forth below in this Section 1 has the meaning set forth beside it.
Certain other terms are defined throughout this Agreement.

Adjacent Parcel: A parcel adjacent to the Real Estate. A parcel that
---------------
is separated from the Real Estate only by a driveway, street, or other means of
access will be considered an Adjacent Parcel.

Alcoholic Beverage License: A transferable license for the sale of
--------------------------
alcoholic beverages at the Offered Parcel.

Business Property: All tangible and intangible personal property used
-----------------
in the operation of any business conducted on an Offered Parcel. "Business
Property" includes, without limitation, (i) equipment, furnishings, and trade
fixtures, (ii) resalable inventory, (iii) supplies, and (iv) transferable
licenses and transferable permits, including without limitation any Alcoholic
Beverage License.

Escrow: Each escrow for the Transaction.
------

Escrow Agent: Individually, the Title Company and any escrow holder
------------
for the separate business property escrow contemplated by Section 7.

Exercise Notice: A notice from Holder to Owner in which Holder states
---------------
that it elects to acquire the Offered Parcel at the price and on the other terms
contained in the Tendered Agreement or at another price and on other terms that
are mutually acceptable to Owner and Holder.

Extended Coverage Title Policy: An ALTA Extended Coverage Owner's
------------------------------
Policy of Title Insurance.

Improvements: All improvements on or under the land of an Offered
------------
Parcel.

Larger Parcel: Any larger parcel that includes the Real Estate
-------------

Offered Parcel: The Real Estate, a Larger Parcel, or the Real Estate
--------------
and any Adjacent Parcel. "Offered Parcel" includes land, the Improvements, and
all appurtenant rights and privileges.

Recordation Date: The date that this Agreement is recorded in the
----------------
Official Records of the County.

Related Property: The Improvements and the Business Property.
----------------

Right: The right to acquire Owner's interest in an Offered Parcel in
-----
accordance with the terms of this Agreement.

Right Duration: A period of 25 years beginning on the Recordation
--------------
Date.

Tendered Agreement: A bona fide agreement entered into by Owner for
------------------
Owner's transfer of an interest in an Offered Parcel to a third party.

Title Company: A title insurance company acceptable to Holder.
-------------

Transaction: A purchase and sale transaction resulting from Holder's
-----------
exercise of the Right.

Transfer Notice: A notice from Owner to Holder notifying Holder that
---------------
Owner has entered into a Tendered Agreement. The Transfer Notice must include
(i) a copy of the signed Tendered Agreement and (ii) all information in Owner's
possession about the ultimate beneficial owner of the third party to whom the
Tendered Agreement contemplates that Owner will transfer an interest in an
Offered Parcel.

4. Grant of Right of First Refusal. Owner grants to Holder the Right. The
-------------------------------
Right is governed by the terms of this Agreement and will be in effect during
the Right Duration.

5. Included Rights; Exclusion of Security Interest Transfer.
--------------------------------------------------------

5.1 Offer to Lease or Sublease. The Right includes the right to
--------------------------
match the terms of any lease or sublease that Owner enters into during the Right
Duration covering (i) an Offered Parcel or (ii) part of an Offered Parcel when
that part includes all or part of the Real Estate. The Right will exist whether
the leasehold or subleasehold is to begin during or after the Right Duration.

5.2 Right Includes Related Property. If (i) the Tendered Agreement
-------------------------------
covers both an intended transfer of the Offered Parcel and an intended transfer
by Owner of any Related Property or (ii) in connection with the Tendered
Agreement, Owner enters into a separate agreement to transfer any Related
Property, the Right will include the right to acquire the Offered Parcel and the
Related Property, that is to be transferred. If such a separate agreement
exists, it will be considered a Tendered Agreement; and a copy of that signed
separate agreement must be included in the Transfer Notice.

5.3 Exclusion of Security Interest Transfer. The Right will not
---------------------------------------
apply to Owner's transfer of a security interest in an Offered Parcel to a third
party in a financing transaction. But see Section 12 for Holder's rights in the
event of an intended sale of an interest in the Real Estate to enforce a junior
lien encumbering that interest.

6. Procedures for Notice and Exercise.
----------------------------------

6.1 Transfer Notice. If, during the Right Duration, Owner enters
---------------
into a Tendered Agreement, Owner shall promptly send a Transfer Notice to
Holder. No one

other than Owner can satisfy Owner's obligation to send the Transfer Notice.
Holder may acquire the Offered Parcel that is the subject of the Tendered
Agreement, instead of the third party.

6.2 Exercise Notice; Holder's Assessment and Testing Rights. If
-------------------------------------------------------
Holder wishes to exercise the Right for a transaction covered by a Transfer
Notice, Holder must send an Exercise Notice to Owner within 25 days after Holder
receives the Transfer Notice. During that 25-day period, Holder and its agents,
employees, contractors, and consultants may enter on the Offered Parcel to
conduct reasonable and customary environmental and other assessments and tests
of the Offered Parcel.

6.3 Holder Indemnifies Owner. Holder shall indemnify and defend
------------------------
Owner from all liabilities, damages, claims, costs, and expenses (including
reasonable attorneys' fees) that Owner incurs and that arise from Holder's
exercise of the entry right granted under Section 4.2. But Holder will not be
liable for any decrease in the value of any Offered Parcel resulting from
Holder's discovery of any negative matter regarding the Offered Parcel,
including without limitation any contaminated soil or water existing at the
Offered Parcel before the escrow for Holder's purchase closes (the "Pre-Closing
Contamination"). Holder will not be required to remove or dispose of any Pre-
Closing Contamination. Holder may disclose the existence of any Pre-Closing
Contamination, to the extent that Holder is required to do so under applicable
law.

7. Additional Purchase Terms. If Holder's exercise of the Right is for
-------------------------
the purchase of the Offered Parcel, the Transaction will be: at the price and
on the other terms contained in the Tendered Agreement, but subject to the
following:

(a) Variation of Terms. Owner and Holder may vary the price and
------------------
other terms in any manner that is mutually acceptable to them.

(b) Closing Date. Holder will have a period of time to close the
------------
Transaction that is equal to the longer of (i) the period of time
given to the third party in the Tendered Agreement, but the
period will begin on the date of the Exercise Notice, (ii) 60
days after the opening of Escrow, (iii) 15 days after Holder
receives the last Appraisal Report (as defined in Section 6.3)
that may be required under Section 6.3, or (iv) the date on which
Holder receives notice from the applicable governmental authority
that the authority has transferred to Holder (or an affiliate of
Holder) any Alcoholic Beverage License that is included in the
Business Property.

(c) Price Allocation When Larger Parcel or Adjacent Parcel is
---------------------------------------------------------
Offered. If (i) the Right is for the purchase of a Larger Parcel
-------
and (ii) the purchase price in the Tendered Agreement is
allocated between the Real Estate and the remainder of the Larger
Parcel, Holder

may buy the Real Estate and not the remainder by paying only the
consideration allocated to the Real Estate. Or if (i) the Right
is for the purchase of a Larger Parcel and (ii) the purchase
price is not so allocated, Holder may buy only the Real Estate by
paying consideration that is equitable for only the Real Estate,
considering the total purchase price to be paid by the third
party for the Real Estate and the remainder. If Owner and Holder
fail to agree on an equitable amount, that amount will be
determined in accordance with Section 6. The above principles of
this Section 5(c) will apply in like manner if the Right is for
the purchase of the Real Estate and an Adjacent Parcel.

(d) Price Allocation When Business Property Is Offered. If the Right
--------------------------------------------------
is for the purchase of both the Offered Parcel and any Business
Property and Holder exercises the Right, Holder must buy both the
Offered Parcel and the Business Property.

(e) Cash Instead of Delayed Payment Terms. If the Tendered Agreement
-------------------------------------
provides for delayed payment terms, Holder may pay the total
purchase price in cash at the closing of the Transaction.

(f) Noncash Consideration. If the Tendered Agreement provides for
---------------------
any noncash consideration, Holder may pay cash equal to the fair
market value of the noncash consideration, as agreed to by Owner
and Holder or, failing their agreement, as determined in
accordance with Section 6.

8. Valuation Disputes.
------------------

8.1 Appointing Appraisers. If Owner and Holder cannot agree on (i)
---------------------
the equitable amount under Section 5(c), (ii) the value of the noncash
consideration under Section 5(f), or (iii) the fair market value under Section
8.2 or 12.9, the amount or value (the "Value") will be determined in accordance
with the appraisal procedures contained in this Section 6. Within 15 days after
Owner or Holder receives a demand from the other for an appraisal in accordance
with this Section 6, Owner and Holder each shall appoint a Qualified Appraiser
(as defined in Section 6.2). If one of them fails to timely appoint a Qualified
Appraiser, the Qualified Appraiser appointed by the other will determine the
Value.

8.2 Qualified Appraiser. "Qualified Appraiser" means a real estate
-------------------
appraiser who (i) is a member of the Appraisal Institute, (ii) is unaffiliated
with Owner, Holder, and the third party under the Tendered Agreement, and (iii)
has had full-time experience, during each of the immediately preceding five
years, in appraising commercial real property in the area of the Real Estate.
But if Holder will be purchasing

Business Property, the Qualified Appraiser must also have had substantial
experience, during the immediately preceding five years, in appraising business
assets in the area of the Real Estate. If the Appraisal Institute ceases to
exist, a reasonably comparable, nationally recognized organization of real
estate appraisers will be substituted in the definition of Qualified Appraiser.

8.3 Determination of Value. If only one appraiser is appointed, the
----------------------
appraiser must deliver a signed report (an "Appraisal Report") to Owner and
Holder within 30 days after his appointment. An Appraisal Report must set forth
the appraiser's determination of the Value and the considerations on which his
opinion is based. If two appraisers are appointed and they agree on the Value,
they must deliver a signed joint Appraisal Report to Owner and Holder within 40
days after the appointment of the second appraiser. If two appraisers are
appointed and they fail to agree on the Value, each appraiser must deliver his
signed Appraisal Report to Owner and Holder within 35 days after his
appointment. If the lower of the two determinations is at least 95% of the
higher, the Value will be the average of the two determinations. If not, then
within ten days after Owner or Holder requests the two appraisers to do so, they
must appoint a third appraiser who is a Qualified Appraiser. Within ten days
after his appointment, the third appraiser must select one of the two
determinations as being the same as or the closer to the amount that he
determines as the Value; and the selected determination will be the Value.

8.4 Appraisal Fees. Owner and Holder each shall bear the cost of the
--------------
appraiser that it appoints and one half of the cost of the third appraiser.

9. Escrow. If Holder's exercise of the Right is for the purchase of the
------
Offered Parcel, the Transaction will occur through an Escrow with the Title
Company. But if required by law or if Holder so wishes, the purchase and sale
of some or all of the Business Property will occur through a separate Escrow
with an escrow company that specializes in business property escrows and that is
acceptable to Holder. Owner and Holder shall promptly sign escrow instructions
and open the Escrow. Owner shall apply to the Title Company for a preliminary
title report on the condition of title of the Offered Parcel. Despite anything
to the contrary in the Tendered Agreement or elsewhere:

(a) Deed and Title Insurance. Owner shall provide the Title Company
------------------------
with a deed conveying title to the Offered Parcel, free of
encumbrances, except those that Holder elects to accept. Owner
shall provide Holder with an ALTA Standard Coverage Owner's
Policy of Title Insurance insuring title, subject only to the
printed exceptions of the policy and those encumbrances that
Holder elects to accept. The policy must be issued by the Title
Company (or another insurer acceptable to Holder) and have a
liability amount equal to the purchase price of the Offered
Parcel. Closing

will be considered effected when the County Recorder accepts the
deed for recording.

(b) Extended Coverage Title Policy; Survey. Notwithstanding the
--------------------------------------
provisions of Section 7(a), Holder may require that the title
policy be an Extended Coverage Title Policy. In that event,
Holder shall (i) obtain and provide to the title insurer any
survey that the title insurer might require in order to issue the
title policy as an Extended Coverage Title Policy and (ii) pay
the increase in the premium attributable to the extended
coverage. Within three days after Escrow opens, Owner shall send
to Holder a copy of the most recent survey (if any) of the
Offered Parcel that Owner has in its possession.

(c) Taxes and Rent. Taxes, rentals, and other items of income and
--------------
expense related to the Offered Parcel will be prorated as of the
date that Escrow closes.

(d) Closing Costs. Owner and Holder each shall pay one half of
-------------
Escrow Agent's fee for handling the Escrow. Owner shall pay the
premium for Holder's title insurance policy. Owner and Holder
shall pay all other closing costs in accordance with the custom
in the County. But if no custom exists for a particular closing
cost, each shall pay one half of that cost.

(e) Deductions by Holder. Holder may deduct from the purchase price
--------------------
or from any other amounts that Holder is required to pay to Owner
in connection with the Transaction any or all of the following:
(i) Any trade payables or other amounts that Owner or any of its
affiliates owes to Holder or any of its affiliates with respect
to (A) the operation of the business conducted at the Offered
Parcel or (B) all or any part of the Offered Parcel, (ii) any
transfer fee that Owner or any of its affiliates is required to
pay to Holder under a Contract Dealer Gasoline Agreement, an
am/pm Mini Market Agreement, or a SmogPros Center Agreement
pertaining to the business conducted at the Offered Parcel, and
(iii) the unpaid balance of principal and accrued interest on any
loan that is payable to Holder or any of its affiliates and that
is secured, wholly or partially, by any properly that Holder is
buying in the Transaction, whether or not the deducted amounts
would otherwise be due when Escrow closes.

10. Entity Changes.
--------------

10.1 Triggering Events. Each of the following events (each, a
-----------------
"Triggering Event") will be considered a transfer of all Offered Parcels and
Related Property that Owner owns or leases at the time of the Triggering Event:

(a) Change in Ownership Interests. A sale, assignment, other
-----------------------------
disposition, hypothecation, encumbrance, or change in vesting of
(i) an ownership, voting, or economic interest (including,
without limitation, shares of stock in a corporation, a
partnership interest in a general or limited partnership, or a
membership interest in a limited liability company) in Owner or
in a person that holds, directly or indirectly, an ownership,
voting, or economic interest in Owner (a "Constituent Owner") or
(ii) a consolidation or merger of Owner or a Constituent Owner,
whether voluntarily, involuntarily, by operation of law, or
otherwise;

(b) Disposition of Assets. A sale, lease, assignment, or other
---------------------
disposition of all or substantially all of Owner's assets; or

(c) Signing of Agreement. The signing of an agreement to enter into
--------------------
a transaction described in Section 8.1(a) or 8.1(b).

10.2 Exclusions from Triggering Events. Notwithstanding anything in
---------------------------------
this Agreement to the contrary, none of the following events will be considered
a Triggering Event:

(a) Immediate Sale of Stock in Owner. A sale of up to 25% of stock
--------------------------------
in Owner, within 30 days after the Recordation Date, as long as
(i) Xxxx X. Xxxxxxxxxxx, or a revocable trust whose trustor,
trustee, and beneficiary are all Xxxx X. Xxxxxxxxxxx, retains
ownership of 75% of the stock in Owner and (ii) Xxxx X.
Xxxxxxxxxxx retains control of the management of Owner.

(b) Future Sale of Stock in Owner. A sale of up to 15% of stock in
-----------------------------
Owner, as long as (i) Xxxx X. Xxxxxxxxxxx, or a revocable trust
whose trustor, trustee, and beneficiary are all Xxxx X.
Xxxxxxxxxxx, retains ownership of 75% of the stock in Owner and
(ii) Xxxx X. Xxxxxxxxxxx retains control of the management of
Owner.

(c) Transfer to Parent Corporation. A transfer of any Offered Parcel
------------------------------
or Related Property to a parent corporation of Owner, as long as
Xxxx X. Xxxxxxxxxxx (i) owns 75% of the stock in the parent
corporation and (ii) has control of the management of the parent
corporation and retains control of the management of Owner.

(d) Transfer to Wholly-Owned Subsidiary. A transfer of any Offered
-----------------------------------
Parcel or Related Property to a wholly-owned subsidiary of Owner,
as long as Xxxx X. Xxxxxxxxxxx (i) owns 75% of the stock in the
wholly-owned subsidiary and (ii) retains control of the
management of Owner and has control of the management of the
wholly-owned subsidiary.

10.3 Purchase at Fair Market Value. Each Triggering Event will give
-----------------------------
rise to the Right entitling Holder to buy all the Offered Parcels and Related
Property owned by Owner (i) at a price equal to their fair market value, as
agreed to by Owner and Holder or, failing their agreement, as determined in
accordance with Section 6, and (ii) on any other applicable terms contained in
any agreement to enter into the Triggering Event.

10.4 Rescission by Holder. If the entire purchase price for a
--------------------
purchase by Holder in accordance with Section 8.3 results from one or more
Values determined in accordance with Section 6, Holder may rescind its Exercise
Notice by giving a notice of rescission to Owner. If only part of the purchase
price for a purchase by Holder in accordance with Section 8.3 results from one
or more Values determined in accordance with Section 6 and that part of the
purchase price is greater than 15% of the entire purchase price, Holder may
rescind its Exercise Notice by giving a notice of rescission to Owner. The
notice of rescission must be given within ten days after Holder receives the
last Appraisal Report that may be required under Section 6.3. If Holder
rescinds its Exercise Notice, Holder shall pay the cost of all the appraisers.

11. Environmental Indemnification. If Holder acquires an Offered Parcel
-----------------------------
covered by a Transfer Notice or if Holder acquires the Real Estate in accordance
with Section 12, the person transferring the Offered Parcel or the Real Estate
to Holder ("Transferor") shall sign and deliver to Holder through the Escrow an
indemnification agreement containing the following provision:

Transferor shall indemnify and defend Holder from all claims,
liabilities, damages, losses, costs, and expenses (including
reasonable attorneys' fees) that Holder incurs arising from any
environmental contamination occurring or hazardous materials existing
at the real property that Transferor is concurrently conveying to
Holder (the "Real Property"), to the extent that the contamination or
hazardous materials (i) are present at concentrations that any
governmental agency will require to be remediated or otherwise are not
in compliance with all applicable statutory and regulatory
requirements, (ii) are known or discovered before Holder begins its
operations at the Real Property, and (iii) are not those on which
Holder is obligated to

perform any corrective action under a written agreement between
Transferor and Holder. This agreement to indemnify and defend will
survive the closing of Transferor's transfer of the Real Property to
Holder.

12. Owner's Transfer Rights; Notice of Changed Terms. If Holder does not
------------------------------------------------
exercise the Right for a transaction covered by a Transfer Notice, Owner may
then transfer the interest in the Offered Parcel and any Related Property to the
third party but (i) only for the price and on the other terms contained in the
Tendered Agreement; (ii) only to the third party named in the Tendered
Agreement; (iii) only within 120 days after Holder receives the Transfer Notice;
and (iv) subject to Holder's rights under this Agreement, which will continue
with respect to each future intended transfer of an Offered Parcel by any owner
or tenant of the Real Estate. Any change in (i) the identity of the third party
or the ultimate beneficial owner of the third party or (ii) the price or other
terms of the Tendered Agreement will give rise to a new Right exercisable by
Holder; and Owner must notify Holder of the changes. Owner's notice must
include a copy of any signed document changing the price or other terms of the
Tendered Agreement.

13. Survival of Holder's Rights. Holder's failure to exercise the Right
---------------------------
with respect to a Tendered Agreement covered by a Transfer Notice will not
relieve Owner from the obligation to comply with this Agreement in connection
with any later Tendered Agreement that Owner enters into during the Right
Duration. Holder may void any transfer that Owner makes without complying with
this Agreement. To exercise this right to void a transfer, Holder must give an
Exercise Notice within 25 days after Holder receives actual notice of the
intended or consummated noncomplying transfer and the complete terms of the
transfer.

14. Default on Obligations Secured by Junior Liens.
----------------------------------------------

14.1 Definitions for Section 12. When used in this Section 12 and
--------------------------
elsewhere in this Agreement, each underlined, capitalized term set forth below
in this Section 12.1 has the meaning set forth beside it. Certain other terms
are defined throughout this Section 12.

Accelerated Amount: Any amount that became due on or under the
------------------
Secured Obligation because Lender exercised an acceleration right arising from
the Loan Default.

Assignment Endorsement: An ALTA Endorsement No. 10.1 to Lender's
----------------------
Title Policy.

Basic Loan Balance: The unpaid balance of the Secured Obligation
------------------
reduced by the Default Amounts.

Default Amounts: All amounts that were added to the balance of the
---------------
Secured Obligation by reason of the Loan Default, whether those amounts have
been paid or remain unpaid. "Default Amounts" include, without limitation, (i)
late charges, (ii) the excess of any interest that accrued at a default rate
over the interest that would have accrued if Lender had not imposed the default
rate, (iii) any prepayment penalty, and (iv) any interest that accrued on any of
the amounts described in clauses (i) through (iii) of this sentence.

Elected Property: The items of real property and personal property
----------------
that Holder intends to buy from Owner in accordance with this Section 12 after
giving a Foreclosure Exercise Notice.

Encumbered Property: The property that is encumbered by a Lien.
-------------------

Foreclosure Exercise Notice: A notice from Holder to Owner and Lender
---------------------------
stating that Holder elects to buy (i) the Secured Obligation in accordance with
this Section 12, (ii) the Real Estate in accordance with this Section 12, or
(iii) both the Secured Obligation and the Real Estate in accordance with this
Section 12.

Foreclosure Purchase Right: The right to buy (i) the Secured
--------------------------
Obligation in accordance with this Section 12, (ii) the Real Estate in
accordance with this Section 12, or (iii) both the Secured Obligation and the
Real Estate in accordance with this Section 12.

Foreclosure Sale: A foreclosure, execution, or other lien-enforcement
----------------
sale.

Lender: A person for whose benefit a particular Lien exists.
------
"Lender" includes, without limitation, (i) the beneficiary under a deed of
trust, (ii) a mortgagee, and (iii) a judgment lien holder.

Lender's Title Policy: Lender's policy of title insurance insuring
---------------------
its interest with respect to the Lien.

Lien: A lien that (i) encumbers an interest in the Real Estate, (ii)
----
secures a monetary obligation, and (iii) is junior to Holder's rights under this
Agreement.

Lien Enforcement Notice: A notice from Lender to Holder notifying
-----------------------
Holder of Lender's intent to enforce its Lien. The Lien Enforcement Notice must
include (i) a copy of the recorded lien document, (ii) a copy of the promissory
note or other document evidencing the Secured Obligation, (iii) a current
preliminary title report contemplating the issuance of an Assignment
Endorsement, together with legible copies of all recorded documents referenced
in the report, (iv) a statement of the amount of the unpaid balance of the
Secured Obligation, (v) a description of the Loan

Default, (vi) an itemization of the portion of the unpaid balance of the Secured
Obligation that is in default, (vii) an itemization of the Default Amounts, and
(viii) a statement of any Accelerated Amount.

Loan Default: The breach for which Lender intends to foreclose its
------------
Lien.

Reinstatement Amount: The unpaid balance of the Secured Obligation
--------------------
reduced by (i) the Accelerated Amount and (ii) the Default Amounts.

Secured Obligation: The monetary obligation secured by a Lien.
------------------

14.2 Coverage of this Section 12. The provisions of this Section 12
---------------------------
will apply with respect to each Lien and to each Lender who holds a Lien.

14.3 Lender's Lien Enforcement Notice to Holder. Before Lender
------------------------------------------
begins enforcement of its Lien (whether by private power of sale, judicial
foreclosure, or otherwise), Lender shall send a Lien Enforcement Notice to
Holder.

14.4 Holder's Right to Buy. Before Lender begins enforcement of its
---------------------
Lien, Holder will have the Foreclosure Purchase Right.

14.5 Holder's Exercise Notice to Owner and Lender. If Holder wishes
--------------------------------------------
to exercise the Foreclosure Purchase Right, Holder must send a Foreclosure
Exercise Notice to Owner and Lender within 25 days after Holder actually
receives the Lien Enforcement Notice.

14.6 Holder's Purchase of Real Estate. If Holder exercises the
--------------------------------
Foreclosure Purchase Right with respect to the Real Estate, the Foreclosure
Purchase Right will include the right to buy the Real Estate and all
improvements on or under the Real Estate, together with all or any portion of
the following that Holder wishes to buy and in which Owner holds an interest:
(i) Any Larger Parcel, (ii) any Adjacent Parcel, (iii) the improvements on or
under any Larger Parcel or Adjacent Parcel that Holder elects to buy, and (iv)
all Business Property used in the operation of any business conducted on the
real property that Holder intends to buy.

14.7 Holder's Purchase of Secured Obligation. If Holder elects to
---------------------------------------
buy the Secured Obligation, then within 20 days after the date of the
Foreclosure Exercise Notice, Holder shall buy from Lender, and Lender shall sell
to Holder, the Secured Obligation and all of Lender's rights in connection with
the Secured Obligation. The purchase price will be equal to the Basic Loan
Balance as of the date of the closing of the purchase and sale transaction. If
Holder wishes, the purchase and sale transaction will occur through an escrow
with a title insurance company acceptable to Holder. At the closing of the
transaction, (i) Holder shall pay the purchase price to Lender in readily
available funds; (ii) Lender shall deliver to holder (A) any promissory note

evidencing the Secured Obligation, endorsed by Lender to Holder or Holder's
nominee, (B) a recordable assignment of the Lien, signed and acknowledged by
Lender, (C) the original of Lender's Title Policy, and (D) the Assignment
Endorsement issued by the title insurance company that issued Lender's Title
Policy; and (iii) Holder and Lender shall sign, acknowledge, and deliver any
other documents necessary or appropriate to consummate the transaction. The
Assignment Endorsement must insure Holder against loss or damage sustained be
reason of lack of priority of the Lien over defects, liens, or encumbrances
other than those shown in Lender's Title Policy and those that Holder approves
in its sole discretion.

14.8 Holder's Purchase of Elected Property. If Holder elects to buy
-------------------------------------
the Elected Property, the purchase and sale transaction will be consummated in
accordance with the procedures described in Section 7. Holder will have a
period of time to close the purchase of the Elected Property that is equal to
the longer of (i) 60 days after the opening of Escrow, (ii) 15 days after Holder
receives the last Appraisal Report that may be required under Section 6.3, or
(iii) the date on which Holder receives notice from the applicable governmental
authority that the authority has transferred to Holder (or an affiliate of
Holder) any Alcoholic Beverage License that is included in the Elected Property.

14.9 Purchase Price for Elected Property; Reduction and Credits. The
----------------------------------------------------------
purchase price for the Elected Property will be equal to 80% of the fair market
value of the Elected Property, as agreed to by Owner and Holder or, failing
their agreement, as determined in accordance with Section 6. But the purchase
price will be reduced by the total costs (including attorneys' fees) that Holder
incurs in connection with the purchase and sale of the Elected Property, to the
extent that those costs exceed the costs that Holder would have incurred if
Holder had purchased the Elected Property after Holder's exercise of the Right
with respect to a Tendered Agreement for Owner's sale of the Elected Property.
If Holder elects to buy the Elected Property subject to the Lien that was the
subject of the Lien Enforcement Notice, Holder will receive a credit against the
purchase price for the Basic Loan Balance as of the date that Escrow closes. If
Holder elects to buy the Elected Property subject to a lien that secures a
monetary obligation other than the Secured Obligation that was the subject of
the Lien Enforcement Notice, Holder will receive a credit against the purchase
price for the unpaid balance of that monetary obligation as of the date that
Escrow closes.

14.10 Buying Subject to the Lien. If Holder elects to buy the Real
--------------------------
Estate in accordance with this Section 12, Holder may buy the Real Estate
subject to the Lien and without assuming the obligations secured by the Lien.
Additionally, any person who later buys the Real Estate from Holder may buy the
Real Estate subject to the Lien and without assuming the obligations secured by
the Lien.

14.11 Reinstating the Secured Obligation. If Holder becomes the
----------------------------------
owner of the Real Estate in accordance with this Section 12, Holder may
reinstate the Secured

Obligation within 30 days after Holder becomes the owner of the Real Estate by
paying the Reinstatement Amount as of the reinstatement date. Within seven days
after the reinstatement date, Lender shall credit the unpaid balance of the
Secured Obligation by the Default Amounts.

14.12 No Prepayment Penalty. At any time after Holder reinstates the
---------------------
Secured Obligation, Holder or any person who later buys the Real Estate from
Holder may prepay all or any portion of the unpaid balance of the Secured
Obligation without the imposition of a prepayment penalty.

14.13 Lender's Transfer Rights; New Lien Enforcement Notice. If
-----------------------------------------------------
Holder does not exercise the Foreclosure Purchase Right, Lender may proceed with
the enforcement of the Lien and (i) sell the Encumbered Property to a third
party at a Foreclosure Sale, (ii) buy the Encumbered Property by a credit bid at
the Foreclosure Sale, or (iii) accept a deed conveying the Encumbered Property
in lieu of foreclosure, in each case without the requirement of making a further
offer of the Encumbered Property to Holder. But if, within one year after
Holder actually received the Lien Enforcement Notice, Lender's enforcement of
the Lien has not been completed or Lender has not accepted a deed in lieu of
foreclosure, Lender must give a new Lien Enforcement Notice to Holder before
completing the enforcement of the Lien or accepting a deed in lieu of
foreclosure.

14.14 Holder's Rights Bind Foreclosure Purchaser. If Holder does not
------------------------------------------
exercise the Foreclosure Purchase Right and (i) Lender or a third party buys the
Encumbered Property at the Foreclosure Sale or (ii) Lender accepts a deed
conveying the Encumbered Property in lieu of foreclosure, the new owner of the
Encumbered Property will acquire the Real Estate subject to Holder's rights
under this Agreement, which will continue with respect to each future intended
transfer of an Offered Parcel by any owner or tenant of the Real Estate.

GENERAL PROVISIONS
------------------

G1. Notices. Notices relating to this Agreement must be in writing and
-------
sent to the addresses set forth below in this Section G1. But a party may
change its address for notices by giving notice as required by this Section G1.
A written notice will be considered given (i) when personally delivered, (ii)
two business days after deposit in the United States Mail as first class mail,
certified or registered, return receipt requested, with postage prepaid, (iii)
one business day after deposit with a reputable overnight delivery service for
next business day delivery, or (iv) on the business day of successful
transmission by electronic facsimile. The parties' addresses for notices are as
follows:
14

To Holder: Atlantic Richfield Company
4 Centerpointe Drive, LPR 0-000
Xx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Manager, Real Estate and Dealer Acquisitions

Facsimile: (000) 000-0000

To Owner: LLO-Gas, Inc.
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxxxxxxx

Facsimile: (000) 000-0000

G2. Further Acts. Owner and Holder each shall do everything that the
------------
other reasonably requests to carry out the purpose of this Agreement.

G3. Successors and Assigns. The rights and obligations under this
----------------------
Agreement bind and benefit the respective successors and assigns of Owner and
Holder. For example, the covenants and obligations of Owner contained in this
Agreement will bind each future owner or tenant of all or part of the Real
Estate; and each of those persons will be considered "Owner" under this
Agreement with respect to the applicable part of the Real Estate while that
person is the owner or tenant.

G4. Time of Essence; Business Day; Dates. Time is of the essence of each
------------------------------------
provision of this Agreement in which time is a factor. In this Agreement, the
term "business day" means days other than Saturdays, Sundays, and holidays
observed by the United States or the State of California. If the date by which
an event is to occur under this Agreement falls on a day that is not a business
day, the event may occur on the next business day.

G5. Uncontrollable Events. The date by which a party is to perform an
---------------------
obligation (other than the payment of money) under this Agreement will be
extended for the period during which the party is prevented from performing by
an event beyond its reasonable control (including, without limitation, acts of
God, work stoppage, riots, and other similar events) (an "Uncontrollable
Event"). If (i) a party who has the right to exercise a right under this
Agreement has not done so by the last date allowed under this Agreement and (ii)
on that date, the party is prevented from exercising the right due to an
Uncontrollable Event, the date will be extended until the third business day
after the Uncontrollable Event ends.

G6. Entire Agreement; Modification; Waiver. This Agreement (including any
--------------------------------------
attached Exhibits) contains the entire agreement between Owner and Holder with
respect to the Right granted under this Agreement. Any modification of this
Agreement

must be in writing and signed by Owner and Holder. Any waiver of a provision of
this Agreement by Owner or Holder must be in writing.

G7. Governing Law. The internal laws of the State of California govern
-------------
this Agreement.

G8. Interpretation. The captions appearing in this Agreement are for
--------------
convenience of reference only, and they do not affect the meanings of the
provisions of this Agreement. In this Agreement, each gender includes the other
genders. Words in the singular include the plural and vice versa, when
appropriate. The word "person" includes natural individuals and all other
entities. The word "cost" includes any cost or expense. The word "term"
includes any covenant, condition, representation, warranty, or other provision
that is part of an agreement. Whenever a provision of this Agreement requires
Owner or Holder to perform an act, that person must do so at its sole cost
(unless otherwise stated in connection with that provision).

G9. Attorneys' Fees. If a dispute arises with respect to this Agreement
---------------
and if Holder prevails in the dispute, then Holder will be entitled to recover
from Owner the reasonable costs and expenses that Holder incurred in enforcing
its rights under this Agreement, including reasonable attorneys' fees.

(See signatures on the next page.)

OWNER:

LLO-GAS, INC.,
a Delaware corporation

By: /s/ Xxxx Xxxxxxxxxxx
--------------------
Xxxx X. Xxxxxxxxxxx
President

(ATTACH NOTARY ACKNOWLEDGMENT)

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
=================================================================================================================

STATE OF CALIFORNIA
----------

COUNTY OF ORANGE
------

On September 2, 1999 before me, X. Xxxx, Notary Public
------------------------------------ -------------------------------------------------------------
NAME, TITLE OF OFFICER -E.G., "XXXX XXX", NOTARY PUBLIC

personally appeared Xxxx X. Xxxxxxxxxxx,
---------------------------------------------------------------------------------------------

[X] personally known to me to be the person whose names is subscribed to the within instrument and acknowledged to
[SEAL] me that he executed the same in his authorized capacity,
and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed
the instrument.

WITNESS my hand and official seal.

/s/ X. Xxxx
----------------------------------------
SIGNATURE OF NOTARY

===========================OPTIONAL=========================================
Though the data is not required by law, it may prove valuable to persons relying
on the document and could prevent the fraudulent reattachment of this form

[_] INDIVIDUAL
[X] CORPORATE OFFICER

President Right of First Refusal Agreement
--------- --------------------------------
TITLE OR TYPE OF DOCUMENTS
PARTNER(S) [_] LIMITED
[_] GENERAL
[_] ATTORNEY-IN-FACT
--------------------------------
[_] TRUSTEE(S) NUMBER OF PAGES
[_] GUARDIAN/CONSERVATOR
[_] OTHER September 2, 1999
---------------------------------
DATE OF DOCUMENTS
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)

LLO-Gas, Inc., a Delaware corporation None
-------------------------------------- ---------------------------------
SIGNER(S) OTHER THAN NAMED ABOVE

LEGAL DESCRIPTION OF THE REAL ESTATE

(See Exhibit "A" following this cover sheet.)

EXHIBIT "A"

LEGAL DESCRIPTION OF THE REAL ESTATE

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Table of Contents

AGREEMENT ---------

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