CASTLE ENERGY CORPORATION One Radnor Corporate Center Radnor, PA 19087 September 29, 1995 William S. Sudhaus CORE Refining Corporation 606 Pugh Road Strafford, PA 19087 Re: Stock and Asset Purchase Agreement ----------------------------------- Dear Bill: This will confirm our agreement, pursuant to Section 13.1(a) of the Stock and Asset Purchase Agreement, dated as of May 25, 1995, as amended (the "Purchase Agreement"), among Castle Energy Corporation, a Delaware corporation, certain of Castle's subsidiaries, and CORE Refining Corporation, a Delaware corporation, that the Purchase Agreement is hereby terminated, effective immediately. This letter shall not affect any provisions of the Purchase Agreement which by the terms of the Purchase Agreement survive termination. Sincerely, CASTLE ENERGY CORPORATION By: /s/ JOSEPH L. CASTLE II ------------------------------- Joseph L. Castle II AGREED: September 29, 1995 CORE REFINING CORPORATION By: /s/ WILLIAM S. SUDHAUS ------------------------ William S. Sudhaus