Free Declaration in Support - District Court of California - California

Case 5:07-cv-04808-JF

Document 49-2

Filed 07/03/2008

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EXHIBIT A

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Customer Acct #0996439 . Facility #82461 Category: NTI

CONTRACT DEALER GASOLINE AGREEMENT

This Contract Dealer Gasoline

Agreement (this "Agreement") is made and entered into as of the 11. day

of , £A , ("Effective Date")by and between BP West Coast
Products LLC, a elaware limited liability company, ("BPWCP"), and STTN Enterprises. Inc. , a Califomia Corporation ("Buyer"). (state whether a sole proprietorship, partership, corporation or limited liability company (LLC); ¡fpartership, the names
of all partners and State of organization; if corporation, the State of incorporation; if an LLc, the State of organization)

BPWCP maintains a place of business at 4 Centemointe Drive. in the City of La Palma. in the State of Californa.
Buyer's principal place of business is located at 63 L San Felipe Road in the City of Hollister, in the State of C A with the ZIP code 95035. Ths Agreement constitutes a "franchise" as deffned in the Petroleum Marketing Practices Act, 15 U.S.c. §§ 2801-2806 ("PMPA").

Recitals

A. BPWCP markets motor fuels comprising gasolines and gasoline containg materials bearg the
ARCO~ trademark and other identifying symbols (herein collectively, "Gasoline").
B. Buyer owns or leases from a thd par real propert and improvements which Buyer would like to

operate as a retail facility selling Gasoline to end users. The propert and improvements are located at 631 San Felipe Road, in the City or Town of Hollister in the State of CA with the ZIP code 95035 (The "Premises").
NOW, THEREFORE, the parties hereto agree as follows:

1. Term. This Agreement shall be binding upon the parties and effective on the date first set fort
above. Subject to earlier termnation under Paragraph 17.1 below, the "Commencement Date" of this Agreement shall

begin at 10:00 a.m. on the and the term shall end at 10:00 a.m on the Ifno Commencement Date is set fort at the time this Agreement is executed, the Commencement Date shall be established by BPWCP by notice to Buyer as the date the Premises are ready to receive Gasoline delivery, which notice shall also set forth the expiration date which shall be at 10:00 a.m. on the ffrst day after the () 120th or rXX) 240th full calendar month followig the Commencement Date. If no time is checked, the box for 120th shall be deemed checked. In addition, BPWCP may, at its discretion, extend the term of this Agreement for a period of up to 180 days by givig wrtten notice to Buyer before the end of the term.

1.2 Construction or Raze and Rebuild. If this Agreement is for Premises that require new constrction
of an ARCO branded gasoline facility or the razing and rebuilding of an ARCO branded retail facility, Buyer will

promptly undertake such new constrction or rebuilding and complete such constrction or rebuilding and be ready to receive Gasoline delivery withn 24 months, in the case of New Constrction, or 12 months, in the case of a Razing and Rebuilding, of the Effective Date of this Agreement. If ths Agreement is for Premises that require remodeling or retrofit, Buyer will promptly undertake such work and complete such remodeling or retrofit and be ready to receive Gasoline delivery within nine months of the Effective Date.
2. Orders. Buyer will order and make available for retail sale all grades of Gasoline which BPWCP

offers to Buyer (hereinafter collectively, "Product"), in amounts sufffcient to satisfy all foreseeable retail customer demand for Product at the Premises and will at all ties have available for sale some of each grade of Product, subject
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only to allocation of Product by BPWCP in a manner determined in BPWCP's sole discretion in Buyer's geographic area. BPWCP will use its best efforts to fill Buyer's orders; however, BPWCP may discontinue sale of any grade of Product at any time upon fifteen (15) calendar days' prior written notice to Buyer. At BPWCP's sole discretion, BPWCP reserves the right to provide ARCO branded motor fuels solely through
an automatic Gasoline ordering and delivery system and to not accept individual orders placed by Buyer.

Buyer agrees to accept and pay for such Product as BPWCP delivers to the Premises. Buyer shall provide
accurate and timely information as reasonably requested by BPWCP in connection with the automatic
gasoline inventory and delivery system.

3. No Wholesaline. Buyer will sell Product only to end users for their-personal use in volumes not exceeding the capacity of each customer's motor vehicle fuel tank, any auxiliary fuel tank directly linked to the customer's motor vehicle engine, and an approved, properly labeled emergency
container capable of

holding ten gallons or less. The Premises shall be open for business seven (7) calendar

days a week for a minimum of twelve (12) consecutive hours each day.

4. Delivery. BPWCP will deliver Product into Buyer's storage facilities described below.
. Title to and risk of loss of Product will pass to Buyer upon delivery into Buyer's storage facilities. BPWCP alone will select the method and mode of shipment and delivery. BPWCP expressly reserves the right to supply Product to other retail outlets whether owned and operated directly by BPWCP or by independent
owners and operators, regardless of how near or far such other retail outlets "may be located relative to the

Premises.
5. Prices. For Product delivered hereunder, Buyer will pay the price specified by BPWCP

in effect at the time and place of delivery for purchasers in Buyer's class of trade. Price shall be subject to change at any time, at the election of BPWCP, without notice. Should BPWCP elect to provide notice of
price changes, it may do so by telephone, or at BPWCP's sole election, facsimile or electronic transmission. price changes and invoices at the Premises by facsimile Buyer must have the capability:to receive notices of

or electronic transmission. At BPWCP's sole discretion, to enable Buyer to compete more effectively with
Buyer's competitors, BPWCP may from time to time grant Buyer a "temporary voluntary allowance"(TV A)

applicable to Product to be sold by Buyer under this Agreement from metered dispensers on the Premises.
If BPWCP determnes that Buyer has accepted TV As on Product which is not sold to motorists at retail

through the metered dispensers on the Premises, BPWCP may termnate this Agreement, and the amount of
any such TV A shall be due by Buyer to BPWCP on demand and BPWCP may offset such amount againt any sums payable by BPWCP to Buyer. BPWCP may condition the payment of allowances on Buyer's observance of maximum retail selling prices determned by BPWCP or maximum gross profit margins determned by BPWCP or a reduction in Buyer's retail selling price commensurate with the amount of the

allowance.

6. Payment. Unless BPWCP extends credit to Buyer as provided below, Buyer will pay for
Product prior to its delivery in U.S. dollars. BPWCP shall require a product advance payment

approximately equal to the curent cost of an average delivery of Product. BPWCP may increase or decrease the amount of the advance payment at any time to reflect curent prices and Buyer will pay any
additional amount hecessary if

the advance payment is increased. Payment will be made by electronic fuds transfer initiated by BPWCP, wire transfer, cashier's check or business check, whichever BPWCP directs,

delivered by Buyer at the time and place as designated by BPWCP. Buyer's financial institution through which payment by electronic funds transfer initiated by BPWCP is made must be a member of NACHA

(The National Automated Clearing House Association). Payment will be deemed made when, and only
when, its receipt has been veriffed by BPWCP. If

this Agreement requires or permts payment by check, all

checks shall be made payable to "BPWCP" or "BP West Coast Products LLC," and to no other person, firm or entity. If this Agreement requires or permts payment by wire transfer, all such payments shall be made to" BPWCP, c/o Citibank NA, For Credit to BP West Coast Products #4051-4874 ABA 021000089, New York, New York 10043," and to no other bank or account number unless so advised in wrting by the Credit Manager, BPWCP. If ths Agreement requires or permts payment by automated clearinghouse ("EFT"),

all such payments shall be made to "BPWCP", c/o Citibank Delaware, For Credit to BP West Coast Products - ACH #3815-2114, New Castle, Delaware 19720," and to no other bank. or account number

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unless so advised in writing by the Credit Manager, BPWCP. If this Agreement requires or pem11ts payment by electronic funds transfer ("EFT"), all such payments shall be made in strict accord with procedures established and promulgated by BPWCP. Buyer agrees to indemnify BPWCP for any loss or expense caused by Buyer's failure to comply with this Paragraph. Upon demand, Buyer will reimburse BPWCP the amount of any temporary voluntary allowance erroneously applied to Product other than Product sold under this Agreement from metered dispensers on the Premises. In addition to any other
remediés avai1able to it, BPWCP 'n1ay offset against any future temporary voluntary allowance or a-gainst

other amounts owed to Buyer the amount of any reimbursement to which BPWCP is entitled if Buyer fails to make any payment or reimbursement when due. Buyer acknowledges and agrees that BPWCP's receipt of payment due hereunder after the issuance of a notice of termnation or nonrenewal does not constitute a waiver ofBPWCP's termnation or nonrenewal rights.

7. Credit. BPWCP may in its sole discretion from time to time extend credit to Buyer in
whatever amounts and on whatever term BPWCP alone selects. If BPWCP extends Buyer credit, BPWCP

may withdraw it at any time without notice and for any reason. In BPWCP's sole judgment, BPWCP may do any or all of the following: (i) require that Buyer pay for Product by cashier's check, or bank wire

transfer prior to delivery, (ii) require that Buyer post an irrevocable letter of credit issued by a bank
satisfactory to BPWCP, (iii) require Buyer present evidence of financial solvency, and (iv) declare Buyer in default of this Agreement if Buyer fails to pay any indebtedness when due, provide evidence of ffnancial solvency upon request or comply with any other term of this Agreement. Buyer agrees that regardless of whether and for how long BPWCP has extended it credit, BPWCP may cease extending credit at any time and instead require that payment be made in the manner set forth in this Paragraph or in Paragraph 6 above.
8. Non-conformities. Buyer will notify BPWCP in writing of the exact nature of any
nonconformty

in the tye, quantity or price of any Product delivered to Buyer within thirty (30) calendar

days after delivery. Buyer hereby waives Buyer döes not

so notify BPWCP. . .

any claim against BPWCP .based on any nonconformty of which

Buyer shall at all times keep a detailed 9: Record Keepine. For. each delivery of Product, record of the date and time of delivery,'and the grade and amount of Product delivered expressed in term of gallons. To assist BPWCP in determning the necessîty Of any temporary voluntary allowance described in Paragraph 5 above, Buyer will (i) sell all Product through metered dispensers which shall indicate the

grade and amount of gasoline purchased, (ii) allow BPWCP to inspect Buyer's Product dispensers, recorders and meters, and books and records relating to delivery and Product inventory, and (iii) allow
BPWCP to ascertain the volume of Product in Buyer's storage facilities.
IO.

Equipment.
10.1 Storaee and Dispensers. Buyer will maintain storage tanks or other appropriate

facilities on the Premises into which Product can be delivered. Buyer will ensure that the storage facilities are compatible with BPWCP's delivery equipment and Product formulations; that its storage facilities will accommodate such minimum quantities per single delivery as BPWCP may select; and that the Premises are
conffgured in such a way that Product can be delivered to the Premises consistent with all applicable fire laws and regulations and other govennntal requirements. Further, Buyer will ensure that all dispensing devices and storage facilities at all times be properly permtted and completely comply with all applicable

governental requirements and any speciffcations which BPWCP may issue from time to time. Buyer
further agrees that 'Buyer's motor fuel dispensing devices shall be equipped at all times with Product filters

with ten (10) micron ffltering capacity. Without restricting any right or remedy of BPWCP, or imposing any duty or liability upon BPWCP, upon BPWCP's request, Buyer will promptly furnish BPWCP with

written evidence that Buyer's dispensing devices ând storage facilities comply with all governental
requirements and provide copies of

underground storage tank permts and speciffcations, and allow BPWCP

representatives to inspect the dispensing devices and storage facilities to confir such compliance. BPWCP

may suspend deliveries in the event that Buyer does not provide wrtten .evidence that the dispensing' .
devices and storage facilities comply with all governental regulations.

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10.2 PiC EQuipment. Unless the Premises are located in the state of Oregon, Buyer
is required by BPWCP to purchase or lease the PayQuick Island Cashier ("piC Equipment") and install it at
the Premises. The pic Equipment shall be of the type, number and configuration specified by BPWCP.
(a) Buyer agrees to use the pic Equipment only in connection with the

operation of BPWCP authorized businesses. Buyer agrees not to tamper with, alter, change, dislodge,
displace, remove or otherwisè interfere with the operational integrity of the .PIC Equipment. Buyer agrees

to maintain pic Equipment in a clean and fully operational condition at all times for the convenience of
Buyer's customers.
(b) Buyer will be responsible for all maintenance and repair of the PiC

Equipment. Buyer will contract for maintenance services through BPWCP approved service providers and understands that BPWCP will not provide any maintenance and repair services. (c) BPWCP will provide training to Buyer and up to 5 employees designated by Buyer to attend training. Training is mandatory for Buyer or Buyer's designated manager. There is no
tuition for such training, but all expenses in connection with such training must be borne by Buyer. If

Buyer

fails to attend training when originally scheduled, there may be a fee of $ I 000 to attend training.

(d) Buyer's PiC Equipment will have one or more cash acceptors, except if, in the sole opinion of BPWCP, Buyer's Premises are appropriate exclusively for debit only PiC Equipment. Unless the Premises have no cash acceptors, Buyer agrees to contract with an BPWCP approved licensed and bonded armored security service to do the following: make cash pick ups on a regular basis, but not less door and the vault of the PiC possession of all keys to the outer frequently. than once per week, maintain. Equipment, handle all removal of cash cassettes from the PiC Equipment and reinstall all empty cassettes be changed only by armred security personnel or in their into the PiC Equipment. Receipt paper will

presence. .
(e) Buyer is required to install and operate the BPWCP approved Video
,Surveillance Equipment, the details of which will be provided to Buyer' and which may be changed from time to time by BPWCP. In addition, Buyer must install, keep operational and use one or more video surveillance cameras dedicated to recording the customer activity at each PiC.
(f) Buyer is responsible for maintaining a supply ofreceipt paper at the premises

to be used in the PiC Equipment.

(g) BPWCP grants to Buyer a non exclusive right and license to use the
PayQuick Island Cashier service marks, trademarks and trade dress in conjunction with the operation of pic Equipment at the Premises in a form prescribed by BPWCP.
(h) All information regarding the pic Equipment, including written manuals,

specifications, data and instrctions provided to Buyer are confidential and proprietary informtion of
BPWCP and shall remain the exclusive propert of

BPWCP and shall not be duplicated, in whole or in part

by Buyer and shall not be used other than asset forth herein and shall be maintained in confidence and not without the prior wrtten consent ofBPWCP. disclosed to anyone.
(i) Upon 180 days prior wrtten notice, Buyer may be required to upgrade the

pic Equipment or purchase and install more tecllologically advanced cash, debit or other payment
equipment in accordance with BPWCP's system wide equipment requirements at that time.

U) Buyer will install BPWCP approved Point of Sale equipment which is
necessary to operate the pic or other required payment equipment. Buyer will ensure that its Point of Sale
"j!iipment and motor fuel.

dispensers are compatible with the pic Equipment. In addition, VSAT satellite

"'l,iipment is required for telecommunications purposes for which there is a fee for connection,

c "positioning and maiIItenance.

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II. Leak Prevention and Detection. Buyer acknowledges and agrees that with respect to

any Product storage facilities located on the Premises, including without limitation underground storage tanks and related equipment, Buyer is solely responsible for taking, and will take the following leak and
water contamination prevention and detection measures:
1 1.1 Stick Readines. Using a properly calibrated wooden tank measuring device

and water finding paste, Buyer will gauge Product storage tanks for inventory loss or water gain on a daily
basis.

11.2 Reconcilations. Utilizing daily stick readings to the neårest one eighth (1/8)
inch and dispenser meter readings, Buyer will take and reconcile opening and closing inventory levels by grade, including deliveries.
11.3 Record Retention. Buyer will keep daily reconciliation records available on the Premises for at least ffve (5) years.

11.4 Monitorine. Buyer will ascertain and perform any and all other monitoring
procedures required by applicable laws, regulations or governental authorities.
i 1.5 Secondary Containment. Buyer will ascertain and perform any and all construction or retrofitting necessary to satisfy or comply with the secondary containment standards for

underground storage tank required by applicable laws, regulations or governental authorities. Buyer will

ensure that all deliveries of ARCO Product are made into double walled tanks.
11.6 Notification. Buyer will, imediately investigate and report to BPWCP and all

appropriate governental authorities (i). any detectable loss or suspected loss that exceeds Regulatory variation limits of any Product, (ii) the activation or alarm of any leak detector or other continuous
monitoring system, (iii) Product dispenser, (iv) the the discovery of any broken weights and measures seals or other seals in

any

discovery of any visible leak in any Product dispénser, Product pipingÖf
condition of the land or

submerged pumps, (v) any change in the

surface adjacent to fill boxes or

dispensers, (vi) water in excess of one inch (i ") in any storage container, or (vii) any spills or overfills that are not immediately and properly contained and cleaned up. In the event of the occurrence of any of (i)

though (vii) above, Buyer shall immediately investigate in accordance with regulatory leak detection requirements. If a leak is confirmed all Product must be removed from the storage tanks immediately and the tanks secured. In addition, Buyer will keep fill caps tight, keep fill boxes free of dirt, ice and snow, and immediately remove any water in excess of one inch (i ") in any Product storage tank. Buyer will not permt any Product to enter any public or private water system, storm drairi or sewage disposal system.

11.7 Trainine. BP may offer training on environmental compliance. Such training
will not exceed four (4) hours and will be offered on an annual basis or a lesser frequency if specified by BP. The training will be tuition free, but any expenses in connection with such training shall be bome by the
Franchisee.
12.

Gasoline Reeulations.

l2.1 Compliance. BPWCP will ensure that upon delivery to Buyer by BPWCP, all gasoline, will meet the speciffcations for lead and phosphorus set fort in the regulations promulgated by tlii United States Environmental Protection Agency ("EPA"). Buyer will ensure that no gasoline purchased from BPWCP is tampered with or contaminated in a way that could cause the gasoline not to meet the FP :\'s specifications or any other specifications required by law. Buyer will immediately cease dispensing
"uy p,asoline that is determned not to meet such speciffcations .

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12.2 Disclosures and Warnings. Buyer acknowledges that it has been fully
informed of and is aware of the nature and existence of risks posed by transporting, storing, using, handling

and being exposed to Product. Buyer will inform its employees, agents, contractors and customers of such risks. Buyer will display, publish and distribute any safety wamings or disclosures as may be requested or
required by BPWCP or any governmental authority from time to time.

13.

Taxes.
13. I Payment by Buyer. Buyer will pay promptly when due and hold BPWCP

harmess from all taxes, excise fees and other similar charges (including interest, penalties and additions to

tax) which BPWCP is now or in the future required to payor collect under any federal, state or local
governental requirement based on the manufacture, production, sale, transfer, transportation, delivery,

storage, handling, consumption or use of Product under this Agreement, or on any payments made under this Agreement (excepting any income tax imposed on BPWCP based on income received from Buyer and
any interest or penalties thereon). BPWCP may, at its sole option, add any such tax, excise fee or similar

charge to the amount to be charged for Product. Buyer will also pay promptly when due ánd hold BPWCP
harmess from all fees and sales, use, rental, gross receipts, inventory, excise, income and other taxes

(including interest, penalties and additions to tax but not including any income tax imposed on BPWCP based on income received from Buyer and any interest or penalties thereon) imposed by any federal, state or
local govemmental authority upon Buyer or BPWCP in connection with the operation of

Buyer's business.

13.2 Inapplicabilty of Reseller Exemption. With respect to Product purchased

hereunder, Buyer hereby waives any exemption and agrees not to assert any right of exemption from.
payment to BPWCP of taxes regularly collected by BPWCP upon delivery of Product to purchasers within Buyer's . class of trade by virte of any reseller or wholesale-distributor exemption to which Buyer. may..
presently or hereafter be entitled under any provision of federal; state or local

law regulation or order. .

13.3 Tax Information. Buyer will provide BPWCP with.Buyer's motor fuel seller . number ,and use tax registration number. Furter, Buyer. will. provide BPWCP with any information,'
motor fuel, sales, use and other taxes paid by Buyer in connection with the Product for the purpose of resolving any threatened or pending tax dispute
requested by BPWCP relating to tax credits claimed.by Buyer for. with any govemmental authority or for the purpose of confirming Buyer's compliance with the term of

this

Agreement.
14.

Trademarks and Trade Dress.

14.1 Compliance. Within one hundred fifty (150) calendar days after the
Commencement Date if this is the first agreement between Buyer and BPWCP for the supply of Product at

the Premises and upon the Commencement Date if this is not the rust agreement between Buyer and
BPWCP for the supply of Product at the Premises, unless BPWCP consents otherwse in writing, Buyer will have fully complied with all trademarks and trade dress requirements set forth in Exhibit A. Thereafter,

with all trademarks and trade dress requirements as they may be changed from time to time. Notwithstanding the foregoing, Buyer must have the ARCO J.D. sign, I.D. pole, price pods, and decal specifications for pumps and dispensers as described in Exhibit A (as it may be changed from time to time) in place as soon as Buyer is selling ARCO branded Product but not laier than the fifth delivery of Product hereunder and not before Buyer is selling ARCO
throughout the term of this Agreement, Buyer shall fully comply

branded Product unøer the ARCO trademarks described below. Buyer hereby agrees that BPWCP may and
acknowledges that in all

likelihood BPWCP will change such requirements from time to time. Buyer will
ninety (90) calendar days

conform its trademarks and trade dress to all such-changed requirements within.

after receiving written notice from BPWCP of any change. In its sole discretion, BPWCP may loan to
Buyer various items .of trade dress such as signs, illuminated sign poles, sign faces .with a numerals kit and

pump identification signs. Buyer hereby agrees that any trade dress which BPWCP provides to Buyer hereunder shall remain the propert of BPWCP regardless of whether it is affxed to the Premises. Buyer
shall ensure that. no such loaned trade dress is removed from the Premises by persons.

other than BPWCP or

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its representatives either during or after the term of this Agreement without BPWCP's prior written consent.

Buyer shall bear the cost of maintaining, repairing and replacing such loaned trade dress.

14.2 Licenses. During the term of this Agreement, in connection with the resale of Product, Buyer may display the trademarks, .trade names, advertising, signs, devices, symbols, slogans,
designs and other trade indicia adopted, used or authorized for use by BPWCP in connection with Product

(collectively, "Marks"), provided that (i) Buyer operates the Premises seven (7) calendar days a week for a

minimum of twelve (I2) consecutive hours each day, (ii) the Marks are only displayed or used in the
manner specified by BPWCP, and (iii) all trademark rights resulting from such display or usage shall inure to BPWCP's benefit. BPWCP reserves the right to substitute another trademark for ARCÐ .or withdraw or
modify" any of the Marks or their manner of display without prior notice to Buyer. Upon receiving notice of

any withdrawal or modification of the Marks or substitution of another trademark, Buyer will fully implement any modiffcation or termnation or substitution within the time specified in the notice and such other trademark shall be deemed substituted for the "ARCO" trademark in all references to Gasoline and
Product in this Agreement. If Buyer fails to comply fully with any notice of withdrawal or modification, in

addition to any other remedies available to BPWCP for breach of this Agreement, BPWCP may demand that Buyer imediately' remove all Marks from the Premises at Buyer's sole expense. If Buyer fails to do

so, BPWCP or BPWCP's contractor may enter the Premises and remove all Marks, and Buyer will
reimburse BPWCP for such removaL.

14.3 Shared Expenses. BPWCP will reimburse Buyer a portion of the cost of acquiring, transporting and installing certain signs and other trade dress required hereunder and set forth in Exhibit B, lesser of (i) one half of Buyer's actual as speciffed below. The amount of such reimbursement shall be the
veriffable cost, or (ii) the maximum amount indicated on

ExhibitB. The reimbursement shall apply ona'.

one-time only basis to the Premises durig its entire franchise relationship with BPWCP regardless of supply of Product at whether this is the first or.a subsequent agreement between Buyer and.BPWCP for the and replacing all . the Premises.. Buyer shall be solely respânsible for the. cost of maintaining, repairng

trade .dress. Request for the foregoing reimbursement shall be in wrting and accompanied by all original. .
invoices (of which Buyer shall keep copies). Upon receiving such a facility. to confirm

request, BPWCP shall inspect Buyer'.s

that the trade dress is of the proper tye and properlyinstalled and verify Buyer's actual 'C

cost. If BPWCP "confrm that the trade dress meets. BPWCP's requirements and verifies Buyer's submitted' cost as accurate, then BPWCP shall either reimburse Buyer the amount described above or pay the entire
cost of such trade dress directly to the thrd part vendor, whichever BPWCP alone chooses. If BPWCP
elects to pay the third part vendor directly, then within five (5) calendar days after receiving notice from

BPWCP that such payment will be or has been made, Buyer will remit to BPWCP the difference between

the amount of the invoice and the amount of BPWCP's reimbursement as calculated above. Further, BPWCP may arrange directly with a third part vendor to satisfy the requirements of this Paragraph 14.3
and collect from Buyer in advance upon ffve days' notice, an amount equal to the total maximum
reimbursements to which Buyer is entitled under this Paragraph and Exhibit B, to cover Buyer's share of

the

cost of trade dress expenses. Should the amount of this advance payment exceed one half of the actual cost

of satisfying the trade dress requirements herein, BPWCP will refund the excess amount to Buyer. If the amount of the advance payment is less than the actual cost of satisfying the trade dress requirements herein, then Buyer shall pay BPWCP the amount of the deficiency upon demand. In addition to all other remedies available to it, BPWCP may offset against any amounts owed to Buyer, the amount of any remittance owing to BPWCP hereunder. Notwithstanding this Paragraph 14.3, Buyer may be obliged to pay BPWCP for any reimbursements received and direct vendor payments made by BPWCP hereunder upon the termnation or nonrenewal of this Agreement as specified in Paragraph 17.3.
14.4 Restrictions. Buyer will not adulterate, mislabel, misbrand or contaminate

Product; add any ingredients to Product without BPWCP's prior written consent; use any Mark except in connection with genuine ARCO Product; claim any right, title or interest in or to the Marks; directly or indirectly deny or assail or assist others in denying or assailing the sole and exclusive ownership ofBPWCP
in and to the Marks; register, adopt as its own propert, or use or assist others in registering, adopting,

or

using any trademarks, trade names, advertising, signs, devices, symbols, slogans, design, or other trade indicia confusingly similar to the Marks; or commt other trademark violations or acts that could disparage
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the Marks or adversely affect the value of the marks or BPWCP's goodwill and ownership rights hereto.

Any rights to any Marks obtained by Buyer contrary to the foregoing shall be held in tnnst for BPWCP and, upon request, Buyer will assign such rights free of charge to BPWCP.
14.5 Standards. The Premises must be clean, well maintained, and graffiti free, with

stnnctures-, driveways and pavement in good repair. BPWCP will perform periodic inspections for which repeated failure or poor performance is grounds for termnation or naruenewaLofthis Agi:eement. 15.

Compliance and Indemnification.
15.1 Compliance With Laws and Reeulations. Buyer shall comply with any and all

applicable federal, state and local laws and regulations, including those pertaining to human health, safety

or the environment, and shall furter comply with any and all permts or license pertaining to the Premises. Any references in this Paragraph 15.1 to laws or regulations shall include all such laws and regulations pertaining to Product, or the air, or surface or subsurface water, surface or subsurface soil, and the handling, storage and disposal of hazardous substances, materials or wastes, or solid wastes (whether or not defined as hazardous by such laws or regulations), and vapor recovery and vapor recovery equipment Buyer shall

comply with any and all operating, reporting and record keeping laws and regulations, as well as all
operating, reporting and record keeping procedures designed to ensure that no unauthorized release of any
Product occurs, and that in the event any Product is released, all applicableìeporting, record keeping and

cleanup requirements are fully complied with.
15.2 Indemnifcation. Buyer will indemnify and. hold harmess BPWCP, its
affiliates, subsidiaries, shareholders, directors,

officers, employees and other representatives (and
liabilities, suits, demands; and. expenses,. including without limitation reasonable arising out of (i) any breach by "Indemnified Expenses"), any provision of this Agreement, (ii) the or representatives) of or from the Premises, (iii) any cleanup, remediation or on,
the Premises, BPWCP-owned equipment or any other

shareholders, directors, offfcers, employees and other representatives of such affiliates and subsidiaries)
(collectively;: "Indemnified Parties") from and against all claims, causes of action, losses . legal proceedings, govel1ental actions, expert and, attorneys fees and costs (collectively, Buyer (or, any of its offcers, employees

storage, leakage or other release of Product

response activity conducted or ordered under applicable law, (iv) Buyer's use or occupancy of . (v) Buyer's operation of the business or use, custody or operation of

equipment on the Premises, excepting any loss or damage arising solely from BPWCP's negligence or

failure to perform its obligations hereunder, or (vi) any intentional or unintentional violation by Buyer of

any govel1ent requirement applicable to the Premises or Buyer's storage or sale of Product, or the
disclosure or warning of risks associated with Product at the Premises. This indemnification obligation shall survive the termnation or nonrenewal of this Agreement.
15.3 Liabilty for Charees or Fines. In the event that BPWCP becomes liable for

payment of any charges or ffnes arising out of Buyer's noncompliance with any.govel1ental laws or regulations or Buyer's failure to secure any necessary licenses or permts or renewals thereof, now or hereafter necessary, in connection with the possession and use of the equipment and other propert or the
conduct of business on the Premises or Buyer's failure to pay any taxes, imposts or charges imposed by any govel1ental authority, BPWCP shall h\ive the right to charge Buyer the amount of any such charge or fine
paid by BPWCP.

r5.4 Reportine. Buyer shall report to BPWCP within 24 hours each incidence of major

personal injury or criminal activity. All other incidences of personal injury or criminal activity shall be
reported as soon as practicable, but in no event later than 72 hours. Buyer will display display signage

regarding BPWCP's crie deterrence -and reward offer in the manner specif\ed by BPCWP. BPWCP reserves the right to change or withdraw any reward offer in its sole discretion in which case, Buyer will remove or replace the signage imediately upon notice.
16. Insurance. Buyer shall obtain and maintain throughout the term of this Agreement eåch

of the following form of insurance from a financially sound and reputable insurance carrier: (i). workers'
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compensation insurance including occupational disease insurance in accordance with the laws of the State in which the Premises are located, and employers' liability insurance in an amount of at least $100,000 disease each employee and $100,000 each accident; and ( ii ) garage liability insurance or general liability

insurance, including contractual liability, insuring Buyer's indemnity obligation set forth above, and
products--completed operations coverage, in amounts of at least $1,000,000 combined single limit each

occurrence applicable to personal injury, including bodily injury, sickness, disease or death and loss of or . damage to property (with liquor law liability coverage if Buyer will sell or dispense alcohoJic beverages),. on which BPWCP is named as an additional insured. Buyer will furnish BPWCP with certificates of insurance evidencing the foregoing coverage and providing that no policy of insurance may be cancelled or materially modiffed without at least thirt (30) calendar days' prior written notice to BPWCP. Buyer hereby understands and agrees that coverage provided BPWCP by Buyer's insurance under this Agreement is primary insurance and shall not be considered contributory insuraI)ce with any insurance policies of BPWCP.
17.

Termination and Nonrenewal.

17.1 Trieeerine Events for Termination or Nonrenewal. In addition to any other ground BPWCP may have under the PMP A, and subject only to any necessary restrictions under applicable the following triggering events: law, BPWCP may termnate or nonrenew this Agreement upon any of
(a) Buyer's failure to exert good faith efforts to carr out the provisions of

this Agreement following written notice to Buyer from BPWCP of such failure and fifteen calendar days to
cure such failure.
(b) Unlawful, . fraudulent or deceptive acts or practices or criminal
misconduct by Buyer relevant to the operation of the,

Premises.

. -,.
insolvency of

(c)

Declaration of bankruptcy by Buyer or judicial determnation of

Buyer. .
(d) Subject to Paragraph 18.3 hereof, the death or the prolonged severe of Buyer (if Buyer is an individual), Buyer's majority

physical oFmental disability or disablement

shareholder (if Buyer is a corporation) or any of Buyer's general parters (if Buyer is a partership) for at

least three (3) months which renders Buyer unable to provide for the continued proper operation of the Premises. The loss of Buyer's right to possess the Premises. (e)

(f) The condemnation or other taking, in whole or in part, of the Premises
pursuant to the power of eminent domain.

(g) (h)

The destrction of all or a substantial part of the Premises.

Buyer's failure to timely pay BPWCP all sums to which BPWCP is

legally entitled.
(i) Buyer's failure to operate the Premises for seven (7) consecutive
calendar days, or any lesser period which constitutes an unreasonable period of

time.

(j) The willful adulteration, commngling, mislabeling or misbranding of

Product or other violations by Buyer of the Marks.

(k) Buyer's knowing failure to comply with federal, state or local laws or
regulations relevant to the use or operation of the Premises.

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(I) The conviction of any felony involving moral turpitude or indictment

for any criminal misconduct relevant to the operation of the Premises of Buyer (if Buyer is an individual), Buyer's majority shareholder (if Buyer is a corporation), Buyer's majority owning member (if Buyer is an LLC) or any of Buyer's general partners (if Buyer is a partnership).

(m) The determination by BPWCP, made in good faith and in the normal
course of business, to withdraw from the marketing .of motor fuel through retail outlets in the relevant in which the Premises are located. geographic market area
(n) The occurrence of any other event relevant to the relationship between

the parties which makes termnation or nonrenewal reasonable, including without lini.tation those set forth in Paragraph 17.2 below.
(0) The breach by Buyer of any material provision of this Agreement,

which Buyer hereby agrees includes (without limitation) ( i) Buyer's failure to order and make available for sale quantities of each grade of Product which are sufficient to satisfy foreseeable customer demand, (ii)

Buyer's failure to keep a detailed record of each delivery of Product to Buyer or make those records
available to BPWCP as provided in Paragraph 9, ( iii ) Buyer's failure to take any of the leak prevention and

detection measures outlined in Paragraph 11, (iv) any attempt by Buyer to assign any interest in this Agreement without BPWCP's prior written consent, and (v) failure to complete constrction or rebuilding
within the time as set forth in Paragraph 1.2.
(p) If Buyer is a party with BPWCP to a Loan Agreement or a Loan

Agreement and Security Agreement and Related Promissory Note, and Buyer fails to cure any default under

the foregoing Loan Agreement, Loan Agreement and Security Agreement and Promissory Note as
requested, BPWCP may termnate this Agreement. .
17.2 Trieeerine Events for .Nonrenewal. In~addition to any. other ground BPWCP

may have under thePMP A, and subject only to any necessar restrctions under applicable law, BPWCP events: may nonrenew this Agreement upon any of the following trggering
(a) Buyer's failure to agree to changes or additions to its franchise

relationship with BPWCP, which BPWCP requests based on BPWCP's determinations made in good faith and the normal course of business and without the purpose of preventing the renewal of the franchise relationship.

(b) BPWCP's receipt of numerous bona fide customer complaints
concerning Buyer's operation of the Premises, of which Buyer was apprised and, to the extent they related
to the condition of the Premises or conduct of Buyer or Buyer's employees, which Buyer failed to cure promptly.
(c) Failure of Buyer to operate the Premises in a clean, safe and healthful

manner on at least two previous occasions.
(d) A good faith determnation by BPWCP made in its normal course of

business that renewal of the franchise relationship is likely to be uneconomical to BPWCP despite any
reasonable changeS or additions to the agreements between the parties, which may be acceptable to Buyer.

17.3 Effect of Termination or Nonrenewal. After receiving notice of termnation or nonrenewal and until the effective date of the termnation or nonrenewal, Buyer will continue to operate the
Premises in accordance with this Agreement.

(a) From and after the effective date of termnation or nonrenewal, Buyer will immediately discontinue all use of trade dress and Marks associated with BPWCP, including without
limitation use of such trade dress and Marks on dispensers, pumps, containers, storage equipment,

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buildings, canopies, pump islands, pole signs, advertising, stationery and invoices. From and after the

effective date of termination or noiienewal, Buyer will not adopt or lIse any trademarks trade dress or
symbols in the operation of the Premises that are confusingly similar to BPWCP's, including without
limitation, any four letter name or mark starting with ( i) the letter

"A" or ( ii) any vowel and having the

letter "R" as a second letter, and Buyer will not use or employ as a symbol, mark or design any geometric design that is red or any colored horizontal striping that is predominately red and blue. Further, Buyer will remove from all trade directories and telephone book listings all refere.nce to the Marks. Upon the effective

date of the temiination or noiienewal, Buyer will promptly return to BPWCP or destroy, whichever BPWCP directs, all signs, advertising, graphics and other materials in Buyer's possession bearing any
remove or cover up any trade dress or advertisements bearing any Marks. If

Marks or used in any trade dress. In addition, Buyer hereby agrees that BPWCP may enter the Premises to Buyer termnates or does not renew this Agreement or if BPWCP termnates or does not renew this Agreement for a reason set forth in Paragraph 17. I or 17.2 above, then Buyer shall pay for the removal or covering up of all trade dress and trademarks as required hereunder. For a reasonable period following the effective date of Buyer's termination or noiienewal and at no charge, BPWCP may keep any BPWCP propert still located on the
Premises in place while negotiating for its sale or removaL.
(b) If this is the first agreement between Buyer and BPWCP for the supply

of Product at the Premises, Buyer will repay BPWCP all reimbursements and direct payments made by BPWCP under Paragraph i 4.3 upon (i) the mutual termnation of this Agreement prior to or at the end of the first twelve months, (ii) the termation of this Agreement by BPWCP or Buyer during the first twelve months or (iii) the nonrenewal of this Agreement by BPWCP or Buyer at the end of the first twelve months
(if this is a trial franchise as defined under Section 2803 of the PMP A).
(c) If this is the first agreement between Buyer and BPWCP for the supply
of Product at the Premises with a terffof more.than one

year and Buyer has been a party to an agreement
thirt-six months, then after the

regarding the Premises with BPWCP for the supply of Product for less than first

twelve months Buyer will pay BPWCP, on a.QI.rata .basis as described below, the amount of all ' reimbursements and direct payments made by BPWCP under Paragraph 14.3 upon the mutual termnation.
of ths Agreement or termnation or nonrenewal by Buyer or by BPWCP for a reason set forth in Paragraph. 17.1 or 17.2 above. The QI rata amount which Buyer is obligated to pay shall be calculated by multiplying. total of the reimbursements and direct payments made by BPWCP under Paragraph 14.3 times (a) twothe thirds during the thirteenth through twenty-fourth month of this Agreement or (b) one-third during the twenty-fifth through thirty-sixth month of this Agreement.
18.

Assienment, Rieht of First Refusal and Successors In Interest.

18.1 Assienment. Buyer will not sell, (or allow Buyer's foreclosing lender to
complete a sale), assign, give or otherwse transfer, any interest in this Agreement, its franchise relationship

with BPWCP, or its ownership, leasehold or subleasehold interest in the real propert or improvements on that constitute the Premises, to any individual or entity other than BPWCP, without first complying with Paragraph 18.2 below and obtaining BPWCP's prior wrtten consent to such transfer, which consent shall not be unreasonably delayed or witheld. Further, if Buyer is a corporation or partership or LLC, neither Buyer .nor any shareholder, member or parter of Buyer will sell, assign, give or otherwise transfer, or

mortgage, pledge as security or otherwise encumber any shares of stock, partership interest or other
ownership interest in Buyer to any individual or entity without BPWCP's prior written consent. To ensure that BPWCP has adequate time to evaluate any assignment or transfer request, Buyer will allow BPWCP at least sixty (60) calendar days to evaluate any assignment or transfer request. A request for consent made less than 45 days before the expiration date of this Agreement will be considered a request for consent to the renewal agreement, provided that one has been offered to ßuyer. Buyer acknowledges and agrees that any transfer, encumbrance, attempted transfer or attempted encumbrance which does not satisfy these prerequisites shall be void and without effect. Buyer furter acknowledges and agrees that BPWCP may impose a transfer fee upon any transfer or encumbrance of Buyer's interest in its franchise relationship with

BPWCP. The fee is currently $1,000, but BPWCP reserves the right to raise the fee to a maximum of

$4,000. .
CDGA

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18.2 Rieht of First Refusal. In return for valuable consideration, Buyer's receipt of

which is hereby acknowledged, (i) upon receiving or extending any final offer to acquire any or all of
Buyer's interest in this Agreement, its franchise relationship with BPWCP, or its ownership, leasehold or

subleasehold interest in the real property or improvements that constitute the Premises, whether conveyed through a business broker or directly, to any entity or person other than Buyer's current spouse or adult child
(natural or adopted)or (ii) upon the recordation of a Notice. of Default

that commeflces Buyer:s lender's

foreclosure of a mortgage or deed of trust encumbering the Premises, Buyer shall offer such interest to
BPWCP, in wrting, at the same price and on the same other term as those contained in the final offer or

Notice of Default. Buyer shall give BPWCP a complete, legible copy of the final offer including a breakdown of the amount for real propert, equipment and goodwill, all agreements in connection with the proposed sale and the name and address of the proposed buyer/transferee.. In the case of foreclosure, the price will equal the amount required to pay the foreclosing lender to termnate the foreclosure proceeding. Buyer shall give BPWCP a complete, legible copy of the recorded Notice of Default and any later recorded Notice of Sale. BPWCP shall have thirt (30) calendar days after its receipt of all data and documentation required by it to evaluate the offer and exercise its right of first refusal by notifying Buyer in writing that it intends to exercise its right of first refusal and agreeing to pay Buyer the purchase pric.e, less the amount of

any applicable transfer fee, on the term stated in the final offer, or the amount required to pay the
foreclosing lender to terminate the foreclosure proceeding, as applicable. During the 30 day period,

BPWCP shall have the right of entry upon the premises to conduct reasonable environmental testing. If BPWCP exercises its right of first refusal, each time period in the final offer will be automatically extended
first refusal, Buyer may consumte. the proposed transfer, but not at lower price or on more favorable term than those offered to BPWCP. ;If Buyer does not do so within one hundred eighty (180) calendar days after the date BPWCP received. the foregoing right .of first refusal procedure and satisfy Buyer's written offer, then Buyer must recommence'
first refual to any third party. IfBPWCP does not exercise its right of the requirements of this Paragraph 18.2. BPWCP's, exercise of

so that it starts on the date that BPWCP exercised its right of first refusaL. BPWCP may assign its right of

its right of first refusal shall 'not 'be.

dependent on. its prior refusal to approve the pròposed transferee. Buyer agrees to execute a memorandum'
of this Agreement to be recorded in the Official Records of the

county where the Premises are located and

take all other action necessary to give effect to this right of first refusaL. .
18.3 Successors In Interest. Notwithstanding Paragraphs 18.1 and 18.2, if upon the
death or incapacitation for more than ninety (90) consecutive

calendar days of Buyer (if Buyer is a natural

person), a general parter of Buyer (if Buyer is a partership) or a majority shareholder of Buyer (if Buyer

is a corporation), or majority-owning member of an LLC (if Buyer is an LLC), the interest in this
Agreement of such deceased or incapacitated person passes directly to an eligible person or persons whom the deceased or incapacitated has designated as his successor in interest, in wrting in a form prescribed by and fied with BPWCP, and who notifies BPWCP within twenty-one (2 I) calendar days after the death or incapacitation of his intention to succeed to such interest, then this Agreement shall continue for the
remaining term hereof, provided that such successor in interest agrees in wrting to assume all of the

obligations under this Agreement of the deceased or incapacitated and satisfies BPWCP's then current criteria for simlar franchisees. A person who is eligible to be designated a successor in interest is one who is (i) the adult spouse or adult child (natural or adopted) or parent of the deceased or incapacitated, (ii) a general parter of the deceased or incapacitated, (iii) a fellow shareholder of the deceased or incapacitated,
(iv) a fellow member of the deceased or incapacitated or, (v) if Buyer is a sole proprietor, a designated legal heir. Only the most recently properly designated successor in interest will be recognized as such. If Buyer

has a spouse and - designates someone other than Buyers spouse, Buyers spouse must agree to the
designation.

18.4 BPWCP's Rieht to Assien, BPWCP shall have the unrestricted right to transfer
or assign all or any parts of its rights or obligations under this Agreement, including its right of first refusal described in Paragraph 18.2, to any person or legal entity.

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19.

Miscellaneous

19. i Rieht of Entry. Buyer hereby gives BPWCP the right to enter the Premises at
all reasonable times and without prior notice, to determine Buyer's compliance with the provisions of this Agreement. BPWCP may deterrne Buyer's compliance by any means BPWCP selects, including without

limitation, the sampling and laboratory testing-ofProdu()t.
19.2 Successors and Assiens. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however; that Buyer shall

have no right to assign this Agreement, either voluntarily or by operation of law, except as provided in

Paragraph 18 above. .

19.3 Force Majeure. In the event that either part hereto shall be delayed or unable
to perfonn any act required hereunder by reason of Act of Nature, strkes, lockouts, riots, insurrection, war,

govemmental act or order, or other reason of a like nature not the fault of or in the control of the part delayed in performng work or doing acts required. under the term of this Agreement, then performnce of such act shall be excused for the period of the delay. The provisions of this Section shall not operate to excuse Operator from prompt payment of all fees or any other payments required by the term of this
Agreement.

19.4 Notices. Except as limited by applicable law or as otherwise stated in this Agreement, any and all notices and other communications hereunder shall be deemed to have been duly
given when delivered personally or fort-eight (48) hours after being mailed, certified or registered mail overnight mail, return receipt requested, . Buyer and: to the address set forth on the

or

postage prepaid, in the English language, to the Premises if to .

first page of this Agreement iCto BPWCP,uniess otherwise

directed in writing by BPWCP. ., .
. 19.5 Relationship of: the Parties. Buyër agrees: creates a joint venture, agency, employment partership ,or

that nothing in this Agreement

similar relationship between it and BPWCP, and

Buyer shall have no authority to bind BPWCP in any way. Buyer will not assert otherwse. Buyer shall

undertake all obligations as an independent contractor and shall exercise and be responsible for the
exclusive control of the Premises, the employees and all activities. conducted there. Operator shall be

responsible for complying with all the applicable workers' and unemployment compensation, occupational disease, wage and hour, disability and similar laws. BPWCP shall have no control over employees of the
Operator, including without limitation the term and conditions of their employment. Operator shall

continuously display on the exterior of the. building in a conspicuous manner at a point visible and
accessible to the public a legible sign meeting BPWCP's speciffcations, showing that Operator is the owner of the business being conducted thereon.

19.6 Waiver. No purorted waiver by either part hereto of any provision of this Agreement or of any breach thereof shall be deemed to be a waiver of such provision or breach uness such

waiver is in writing signed by the part making such waiver. No such waiver shall be deemed to be a subsequent waiver of such provision or. a waiver of any subsequent breach of the same or any other
provision hereof.

I ~U Compliance. Buyer shall at all times comply with all laws -and applicable
government requirements and obtain and maintain all necessary licenses and permts for the performance of its obligations hereunder.

Buyer hereby represents that as of the date hereof, Buyer has the '19.8 Authority. authority to enter into this Agreement and that no consents of third parties other than those which have been
obtained and are attached hereto are necessary to enable Buyer to perform its obligations hereunder. BUy'er .
represents that as of the date of this Agreement, Buyer agreemerits affecting the Premises and Buyer's use and possession of

is in compliance with all leases, contracts and
the Premises.

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19.9 Prior Course of Dealine. BPWCP and Buyer acknowledge and agree that this Agreemerit is not to be reformed, altered, or modified in any way by any practice or course of dealing during or prior to the term of the Agreement or by any representations, stipulations, warranties, agreement or understandings, express or implied, except as fully and .expressly set forth herein or except as may subsequently be expressly amended by the written agreement of Buyer and BPWCP by their authorized

representatives. .

19.10 Further Assurances. Buyer agrees to execute and deliver such other documents

and take such other action as may be necessary to more effectively consummate the puqmses and subject matter of this Agreement.

19.11 Non-exclusivity. Buyer has no exclusive territory. BPWCP may establish additional ARCO or other brand or no brand Gasoline or other fueling facilities in any location and
proximity to the Premises.
19.12 Other Businesses. In order to ensure that there is no interference with access for delivery trucks, storage or delivery, Buyer will obtain BPWCP's prior written consent to the placement of any other businesses or equipment on the Premises which consent will not be unreasonably delayed or withheld.
19.13 Ethics. Buyer acknowledges that giving payments or other inducements to any

employee or agent of BPWCP in connection with this Agreement or Buyer's franchise relationship with

BPWCP violates BPWCP's ethical policies and entitles BPWCP to termnate this Agreement. Franchisee

shall notify BPWCP's Security Departent if any employees or agents solicit payments or other
.inducements.
19.14 Applicable Law. Except where this Agreement would otherwise be governed
by federal

law, this Agreement shall iti all respects be. interpreted, enforced and governed under the laws of
are located. If any provision of

the state where the Premises

this. Agreernent:should be determned to be

invalid or unenforceable, such provision shallbe'deemed to be severed or limited, but only to the extent required to render the remaining provisions .of this Agreement enforceable, and the Agreement as thus amended shall be enforced to give effect to the intention of the parties insofar as that is possible.
19.15 Headines and Gender. The paragraph headings in this Agreement are intended solely for convenience of reference and shall not in any way or manner amplify, limit, modify or otherwise

affect the interpretation of any provision of this Agreement, and the neuter gender and the singular or plural

number shall be deemed to include the other genders or numbers whenever the context so indicates or
requires.
19.16 Entire A~reement. This Agreement and the

exhibits attached hereto and any

wrtten agreements executed contemporaneously with this Agreement relating to the Premises, set forth the entire agreement between the parties and fully supersede any and all prior agreements or understandings
between the parties, pertaining to the subject matter hereof, and, except as otherwse expressly provided herein, no change in, deletion from or addition to this Agreement shall be valid unless set forth in writing

and signed and dated by the parties hereto.

This space is intentionally left blank.

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Buyer hereby acknowledges having read this Agreement in its entirety and fully understands and
agrees to its contents. No representative of BPWCP is authorized by BPWCP to orally modify,
amend, add to or waive any provision of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.

BP West Coast Products LLC

,-j~ ~1.VV ~~\~~
Buyer:

'~~~

. .. '5'-t?-~

Witness:

tvLAv-

Tit',~!lR/ Witness: Name Name
Title:

s,l¡--

¡;¿¿/y~
~rz

Each of the undersigned, as owner, part owner, mortgagee or lien holder, for himself and his legalS.t -2 representatives, successors and assignees, hereby consents to the foregoing agreement, including /.
without limitation, to the installations,

maintenance, repair, replacement and removal of all required. ..

trade dress and trademarks. Each of the undersigned further waives any interest in, right to levy .
upon, mortgage or otherwi.se make any claim against any such trade dress or trademarks and,. confirms BPWCP's title to and right of removal of any property provided or loaned by BPWCP.

Name
Title:
Witness:

Witness:

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Exhibit A

Trade Dress Requirements
See Attached booklet entitled "Minimum Trademark Standards, Trade Dress Requirements and Trade Dress Options for SellingARCO Branded Motor Fuels at Retail Outlets".

This space is intentionally left blank.

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Exhibit B

Shared Trade Dress Costs for ARCO Branded Gasoline Only

Trade Dress Item

Cost - % Share BPWCPIDealer

Restrictions

All Exterior Decals

100% BPWCP

Interior Decal Kit
Iluminated Building Bullnose

100% BPWCP

100% BPWCP

Max. 100 Feet, 50/50 thereafter

Canopy Bullnose LED

50/50

Non-illuminated Canopy Bullnose (back of Canopy)

100% Dealer

10 Sign - Freeway - Sign/ace Only
10 Sign Fwy - Pole and Foundation
10 Sign Face

100% BPWCP

100% Dealer
100% BPWCP

10 Sign Foundation and Architectural Veneer/Pole
10 Sign - Building - 3 x 10

i 00% Dealer

ARCO Logo Sign

100% BPWCP

Non-1O Sign - 24 Hour Signs

i 00% Dealer

Non-1O Sign - Metal Info Signs Bumper Post, , Tax

50/50
100% Dealer

Paint

Permts for Signage
Cornng Soon Banncrs

i 00% Dealer

Pump Toppers (all hardware)
Quick Crete Cement Trash Container
Tank Tags

100% BPWCP 50/50
100% Dealer

100% BPWCP 100% BPWCP

Channel Letter

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Exhibit B (Continued)

Trade Dress Item

Cost - % Share BPWCPIDealer

Restrictions

Canopy Sparks
VSA T Equipment: (I) Hughes Satellite DishlOO% Dealer and (2) Hughes ..

100% BPWCP
100% Dealer

(Max.

4 Sparks)

Indoor Unit - Satellite Receiver
(3) Deicer (if

required for colder climate)

* Any costs not set forth as being paid or shared by BPWCP shall be at the sole expense of the Operator/Buyer

This space is intentionally left blank.

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AMENDMENT TO CONTRACT DEALER GASOLINE AGREEMENT

(Branded Diesel Fuel) Facility: 82461

Customer Account: 0996439

THIS AMENDMENT, dated as of Ii J. BO ~ , amends the Contract Dealer Gasoline
Agreement ("Agreement" dated :.. ï 00 (( . between BP West Coast Products LLC, organized in Delaware ("BPWCP") and STTN nterprises, Inc. ("Buyer") with delivery premises at 631 San
Felipe Road, Hollister, CA 95035 C'Premises").

It is hereby agreed by and between the parties that effective on the date written above or the Commencement

Date of the Agreement, whichever is later, the Agreement is hereby amended to provide that except as set
forthbelow, any references to "motor fuels comprising gasolines and gasoline-containing materials bearing

the ARCO trademark and other identifying symbols," "gasoline" and "product" shall be construed to include
such motor fuels comprising diesel fuel and diesel fuel-containing materials bearing the ARCO trademark and other identifying symbols ("ARCO branded diesel fuels and diesel fuel-containing materials") as Buyer may purchase and receive from BPWCP and BPWCP may sell and deliver to Buyer at the Premises during the

term hereof.
It is understood and agreed by and between the parties that Temporary Voluntary Allowances ("TVA's") are
not applicable to diesel fuel or diesel fuel-containing materials and, therefore, the terms and conditions

relating to TV A's set forth in the Prices provisions, Paragraph 5 of the Agreement, are