[GRAPHIC]
                                                                 ARTHUR ANDERSEN

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of
Wilshire Oil Company of Tezas:

We have audited the  accompanying  consolidated  balance  sheets of Wilshire Oil
Company of Texas (a Delaware  corporation)  and  subsidiaries as of December 31,
1999 and 1998, and the related consolidated statements of income,  shareholders'
equity and cash flows for each of the three years in the period  ended  December
31, 1999.  These  financial  statemnts are the  responsibility  of the Companys'
management.  Out  responsibility  is to express  an  opinion on these  finanical
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that out audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the finanical position of Wilshire Oil Company of Texas
and  subsidiaries  as of  December  31, 199 and 1998,  and the  results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with accounting principles generally accepted in
the United States.

                                                  /s/ Arthur Andersen

                                                  Arthur Andersen

Roseland, New Jersey
March 30, 2000