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                                                                    EXHIBIT 10.8



                                    AGREEMENT

                             UNITED REFINING COMPANY

                                       AND

                      GENERAL TEAMSTERS LOCAL UNION NO. 397


                        Affiliated with the International
                            Brotherhood of Teamsters










Effective Date:   August 1, 1995
Termination Date: July 31, 2000

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                                      INDEX

                                                     PAGE
                                                     ----
ARTICLE I         EMPLOYMENT

      Section 1.  Union Security                      ..4
      Section 2.  Representation                      ..5
      Section 3.  Responsibility of Employees         ..5
      Section 4.  Transfers                           ..6
      Section 5.  New Hires                           ..6

ARTICLE II        CHECK OFF                           ..7

ARTICLE III       WAGES                               ..7

      Section 1.  Drivers                             ..7
      Section 2.  Workweek                            ..7
      Section 3.  Weekly Payment                      ..8
      Section 4.  Deductions                          ..8
      Section 5.  Pay for Holiday and
                       Emergency Delivery             ..8
      Section 6.  Bereavement                         ..9
      Section 7.  Holidays                            .10
      Section 8.  Insurance                           .11
      Section 9.  Christmas Bonus                     .12
      Section 10. Jury Duty                           .12
      Section 11. Military Leave                      .12
      Section 12. Employee Discount                   .13

ARTICLE IV        VACATIONS                           .13

ARTICLE V         WORKING CONDITIONS                  .14

ARTICLE VI        SENIORITY                           .16

ARTICLE VII       UNIFORMS                            .18

ARTICLE VIII      GENERAL DUTIES OF THE
                       COMPANY AND EMPLOYEES          .18

ARTICLE IX        PICKET LINES                        .22

ARTICLE X         DISPUTES AND CONCILIATION           .23

ARTICLE XI        PENSION                             .25

ARTICLE XII       DURATION AND TERMINATION            .27
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                                   AGREEMENT


Made and entered into between:

                             UNITED REFINING COMPANY

                    hereinafter referred to as the "Company"

                                       AND

                      GENERAL TEAMSTERS LOCAL UNION NO. 397

Affiliated with the International Brotherhood of Teamsters, hereinafter referred
to as the "Union".


WITNESSETH THAT:

      WHEREAS, the parties hereto are desirous of entering upon an agreement as
to wage rates and conditions of employment and to do away with the possibility
of strikes, boycotts., lockouts and the like.

      NOW THEREFORE, the said Company and the said Union acting by their duly
authorized representatives in conference, and after due consideration and study
of the matter hereinafter treated, and upon approval of said Company and Union,
hereby agree as contained herein.

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                                    ARTICLE I

                                   EMPLOYMENT

Section 1.  Union Security

      It shall be a condition of employment that all transport employees of the
Company covered by this Agreement who are members of the Union in good standing
on the effective date of this Agreement shall remain members in good standing
and those transport employees who are not members on the effective date of this
Agreement shall, on the thirty-first (31st) day following the effective date of
this Agreement, become and remain members in good standing in the Union. It
shall also be a condition of employment that all employees covered by this
Agreement and hired on or after its effective date shall, on the thirty-first
(31st) day following the beginning of such employment, become and remain members
in good standing in the Union. Where the effective date is made retroactive, the
execution date shall be substituted for the effective date.

      It is further agreed that any new employee, whether a Union member at the
time of hiring or not, will be on probation for sixty (60) days after date of
hiring, and subject during such probationary period to discharge without benefit
of the grievance procedure.

      The failure of any person to become a member of the Union at the required
time shall obligate the Company, upon written notice from the Union, to such
effect and to the
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further effect that the Union membership was available to such person on the
same terms and conditions generally available to other members, to forthwith
discharge such person. Further, the failure of any person to maintain his Union
membership in good standing as required herein shall, upon written notice to the
Company by the Union to such effect, obligate the Company to discharge such
person.

Section 2. Representation

      The Company recognizes the Union as the sole bargaining agent for its
transport employees in negotiations between the Company and the Union on matters
of wages, hours and working conditions. The Union states and represents that the
employees covered by this Agreement constitute a unit appropriate for collective
bargaining under the laws of the United States of America and of the
Commonwealth of Pennsylvania and it is a condition of staying effect of this
Agreement between the parties hereto that such statements and representations
shall continue to be true.

Section 3. Responsibility of Employees

      The Union agrees with the Company that it will not tolerate dishonesty or
intoxication among the employees. In the event of merchandise being lost, stolen
or broken, and in the event of injury to equipment, the driver shall be held
responsible in the event such are due to his negligence or failure to care for
equipment. The driver shall also be held responsible for running tanks over,
errors in delivery, failures to call attention of the appropriate Company

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employee to the need for repairs and for misuse of equipment and lack of care in
handling. A violation of this clause, shall upon proof, be sufficient cause for
reprimand, layoff or dismissal.

Section 4. Transfers

      When an employee is permanently transferred by the Company from one class
of work to another kind of work, the rate of pay for the new kind of work shall
prevail, except that when an employee is required, for the convenience of the
Company to transfer temporarily from his regular job to another job where his
earnings will be impaired, he shall receive his past average hourly earnings.

Section 5. New Hires

      When new employees are hired, the Company agrees at the time of hiring to
inform such employees that they will be required to join the Union after
thirty-one (31) days and such employees shall not be hired in case they say that
they do not desire to join the Union. The Company will also request the
employees to sign an application for membership dated the date of hiring and
marked effective thirty-one (31) days later, which card so furnished to the
Union by the Company before the expiration of such thirty-one (31) days for each
such respective employee so hired.
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                                   ARTICLE II

                                    CHECK OFF

      The Company agrees to deduct and collect on behalf of the Union the dues
charged by the Union to its members from the first pay received by each employee
covered by this Agreement after the date on which he becomes a Union member, and
to forward the sane forthwith to the Union.

                                   ARTICLE III

                                      WAGES

Section 1. Drivers

Effective August 1, 1995 $12.88 per hour (25 cent increase)
Effective August 1, 1996 $13.20 per hour (32 cent increase)
Effective August 1, 1997 $13.60 per hour (40 cent increase)
Effective August 1, 1998 $14.08 per hour (48 cent increase)
Effective August 1, 1999 $14.64 per hour (56 cent increase)

      The starting pay scale for new drivers shall be:

      Starting Rate - 85% of regular rate
      After Six Months - 90% of regular rate
      After Twelve Months - 100% of regular rate

Section 2. Workweek

      The guaranteed workweek of the employee shall be forty (40) hours.
Employees scheduled to work four 10-hour days shall be paid at time and one half
the regular hourly rate in excess of 11 hours in one day or 40 hours in one
week, but not both. Employees scheduled to work five 8-hour days shall be paid
at time and one half the regular rate in excess of 8 hours in one day or 40
hours in one week, but

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not both. In work weeks where there is a paid holiday, the 8 or 10 hours paid
for the holiday not worked shall be counted as time worked for purpose of
computing overtime.

      In addition to the above, transport drivers may be scheduled to work an
irregular week. Transport drivers working an irregular workweek will work any 4
or 5 scheduled work days in the seven-day period. (Monday 12:01 AM through
Sunday 12:00 PM). Transport drivers scheduled to work an irregular workweek will
be entitled to two (2) or three (3) days off, whichever is applicable, in each
seven-day period. All jobs will be bid by seniority.

Section 3. Weekly Payment

      All drivers shall be paid by the Company once a week.

Section 4. Deductions

      Deductions from an employee's paycheck will be accompanied by a listing or
explanation thereof.

Section 5. Pay for Holiday and Emergency Delivery

      The parties hereto agree that in case of work on the following holidays,
New Year's Day, Good Friday, one-half day the day before Christmas, Decoration
Day, Fourth of July, Labor Day, Thanksgiving Day and Christmas Day, such work
will be paid for at time and one-half (1-1/2) for a minimum payment for four (4)
hours work.

      It is understood and agreed that in the event an employee is called to
make an emergency delivery, such employee will be paid a minimum of four (4)
hours pay at time and one-half (1-1/2).

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      It is further agreed that the Company shall have the right to require that
such emergency deliveries be made. Call out shall be by seniority order. If no
employees accept the emergency deliveries, then the Company shall require
employees to accept the deliveries from the bottom up on the seniority list.

Section 6. Bereavement

      In the event of the death of a spouse or child of any employee who has
been in the employment of the Company for at least thirty (30) days, such
employee will, upon request to his foreman, be granted the necessary time off
but not to exceed five (5) consecutive calendar days. In the case of a death in
the immediate family of an employee, other than spouse or child, such employee
will, upon request to his foreman, be granted the necessary time off but not to
exceed three (3) consecutive calendar days. For the purpose of the foregoing, it
is understood that the immediate family will consist of legal mother, foster
mother, legal father, foster father, or legal guardian, brother, sister,
mother-in-law, or father-in-law.

      In the case of the death of an employee's grandmother, grandfather, or
grandchildren, such employee, upon request to his foreman, will be granted one
(1) day off to attend the funeral.

      The employee will receive for each such day lost from work his base rate
of pay times eight (8) hours or ten (10) hours, if applicable.

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Section 7. Holidays

      There will be paid holidays on New Year's Day, Good Friday, Decoration
Day, Fourth of July, Labor Day, Thanksgiving Day, Christmas Day, and one-half
day the day before Christmas. There will also be two (2) paid holidays mutually
agreed upon between the Company and the employee for those employees with one
(1) year or more of continuous service. The employee's birthday shall be a paid
holiday for those employees who have one (1) year or more of continuous service.
Said holidays will be paid at the regular hourly rate for eight (8) or ten (10)
hours whichever is applicable even though such holidays are not worked upon the
following conditions:

      (a) Such payments for paid holidays will be in effect sixty (60) days
      after date of hiring for employees who have worked for the Company during
      the previous year's season, and sixty (60) days after date of hiring for
      new employees.

      (b) Such employee shall have worked both the scheduled full work day
      immediately preceding and immediately following such holiday unless off
      due to illness which the Employer reserves the right to have the employee
      verify with a doctor's excuse, or if the employee is on Workers'
      Compensation. Employees shall be eligible for Holiday pay when off from
      work sick or injured for up to ninety (90) days. Employees on Workers'

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      Compensation shall be eligible for holiday pay for up to six (6) calendar
      months from the date of injury.

Section 8. Insurance

      Members of Local Union No. 397 covered by this Agreement after 30 days of
employment will be covered by the United Refining Company Flexible Benefit
Program to include medical, dental, life, dependent life, AD&D, eye care and
voluntary AD&D. After one year of employment, employees are eligible for the
401(k) Incentive Savings Plan. Medical and dental coverage will be provided to
retirees from age 57 to 65. Employee's spouses are eligible for medical and
dental benefits until age 65 if the retiree is still living. The Company's
insurance become secondary to Medicare at age 65 and dental coverage stops at
age 65. Should an employee be off work because of an illness or injury on or off
the job, the insurance will continue for up to 12 months.

      If an employee is absent because of illness or off the job injury and
notifies United Refining Company of such absence, that employee will be covered
under the Sick Pay Plan for a maximum of six (6) months as follows:

      For the first three (3) days of absence, there is no pay due. Starting
with the fourth through seventh day, the employee will receive $5.00 per day. At
the start of the 8th day, the employee will be paid based upon the below
schedule.

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      Years of Service
      ----------------
            1-5         70% of Base Pay
            6-9         80% of Base Pay
            10-19       90% of Base Pay
            20 & Up     100% of Base Pay

Section 9. Christmas Bonus

      A Christmas bonus equal to five (5) percent of the wages paid to each
employee during the first eleven (11) months of each calendar year shall be paid
to each employee who is a bona fide full-time employee on the Company's payroll
as of December 1 of that year. Said bonus is to be paid within a reasonable
time after December 1 of that year.

Section 10. Jury Duty

      An employee who is called for jury service, either local or federal, will
be excused as a trial (petit) juror from work for the days on which he serves as
a juryman and he shall receive for each such day of jury service on which he
would otherwise have worked eight (8) or ten (10) hours, whichever is
applicable, times his base hourly rate of pay and the payment he receives for
jury service.

Section 11. Military Leave

      In cases where employees are in any of the Reserves of the Armed Forces of
the United States and require short leaves of absence in excess of thirty (30)
days for training periods, the parties hereto will consider the matter together
and work out something mutually satisfactory, taking into account relevant
factors including availability

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of sufficient men, seniority of the individual concerned and of the other
employees, and the necessity of maintaining the output of the Company.

Section 12. Employee Discount Kwik Fill credit cards and the 10% discounts are
available to qualified employees and retirees.

                                   ARTICLE IV

                                    VACATIONS

Section 1.

      Any employee with one (1) year of service covered by this Agreement shall
receive two (2) weeks and one (1) day (90 hours) vacation with pay; any employee
with six (6) years of service shall receive three (3) weeks and one (1) day (130
hours) vacation with pay; any employee with ten (10) years of service shall
receive four (4) weeks and one (1) day (170 hours) vacation with pay; any
employee with fifteen (15) years of service shall receive four (4) weeks and
three (3) days (190 hours) vacation with pay and any employee with twenty (20)
years of service shall receive five (5) weeks and one (1) day (210 hours)
vacation with pay.

Section 2.

      If an employee is laid off or voluntarily quits, the employee shall
receive, at the time of layoff or quit, prorated vacation pay calculated on the
basis of one-twelfth (1/12) of the amount of vacation he would have been
entitled to if he had remained at work and taken a vacation during

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the vacation period (January 1st through December 31st) next following his date
of layoff or quitting, for each month in which he has worked since his last
anniversary date; provided, nevertheless, that to be entitled to prorated
vacation pay on a voluntary quit, the employee must have given the Company at
least two (2) calendar weeks notice prior to the time of termination of
employment. If an employee is discharged for cause, all vacation pay shall be
forfeited. This shall not apply for fully earned vacation not taken.

      After an initial absence from work of 60 calendar days for any reason
other than an injury compensable by Workmen's Compensation during the twelve
(12) month period starting with January 1 of any year and extending through
December 31 of that year, an employees vacation time for the next ensuing year
will be reduced by 1/12th, calculated to the nearest full day, for each thirty
(30) calendar days of absence after the initial absence period of sixty (60)
calendar days. This section will not apply to employees having twenty (20) or
more years of service.

                                    ARTICLE V

                               WORKING CONDITIONS

Section 1.

      The previous practice of the Company with respect to sick leave, not
involving need for leave of absence, shall be continued to the extent and in the
manner heretofore

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practiced without diminution on account of the making of this Contract.

Section 2.

      Employees shall be entitled to a leave of absence, if possible or
practical, for a non-occupational disability, substantiated by a doctor selected
by the Company. The leave of absence shall be in writing, without pay, for a
period not to exceed two (2) years or the length of the employee's service,
whichever is the lesser. A written notice thereof shall be forwarded to the
Union, and the disability shall be verified by a doctor selected by the Company.

      Employees shall be entitled to a leave of absence for an
occupation-connected disability, substantiated by a doctor selected by the
Company. The leave of absence shall be in writing, without pay, for a period of
not to exceed two (2) years, or thirty (30) days after the last payment of
statutory compensation.

      In either of the above provisions, at the expiration of the leave of
absence, the employee shall be reinstated to his former classification, if he is
physically able to perform the duties required, with full seniority accrued.

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                                   ARTICLE VI

                                    SENIORITY

      Straight seniority shall prevail in all cases concerning the layoff of all
employees. Recall shall be in reverse order. If an employee quits or is
discharged, he loses all seniority rights. Seniority shall end in all cases
after the employee obtains a permanent job. An employee requiring a leave of
absence for reasons other than disability shall make such request in writing to
the Management and receive written permission from the Company in order not to
lose any seniority that exists at the date of the leave of absence. Also, no
leave of absence shall be granted for a period greater than thirty (30) days in
any one (1) year unless the Company consents. An employee requesting a leave of
absence must show good cause therefore. All questions of correct action under
the seniority clause shall be subject to the grievance procedure.

                                   BID ON JOBS

      All job vacancies will be posted no later than three (3) days after the
vacancy occurs for a period of five (5) working days. The job will be awarded to
the bidder based on seniority and capability in three days, contingent that an
adequate training period is allotted.

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                                     LAYOFFS

      Layoffs by reason of reduction in force or for any reason beyond the
control of the employees and followed by re-employment per the below schedule,
will not be considered as an interruption of continuous employment for the
purpose of computing plant and Company seniority.



                                      
Up to 1 year service                     9 months layoff
1 year through 5 years service           1 year layoff 
6 years through 8 years service          2 years layoff
9 years through 11 years service         3 years layoff
Over 11 years of service                 4 years layoff


      If an employee who is on layoff fails to report his intentions to his
supervisor within three (3) working days of notice of recall and fails to return
to work within five (5) working days of such notice, he will be deemed to have
quit and will lose all seniority rights. Notice of recall will be by certified
mail, addressed to the employee at his home address, as it appears on Company
records, and be deemed received as of the date of mailing. Employees will be
responsible for keeping the Company advised as to their current address.

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                                   ARTICLE VII

                                    UNIFORMS

      The Company will provide and/or pay for four (4) uniforms, two (2)
coveralls and gloves for regular full-time employees annually but not for
part-time, temporary or seasonal employees. Employees for whom uniforms are
provided or paid for shall be responsible for keeping same in a clean and neat
condition. The Company shall provide suitable rain gear and replacement as
determined by Management.

                                  ARTICLE VIII

                   GENERAL DUTIES OF THE COMPANY AND EMPLOYEES

Section 1.

      The Union, as well as the employee members thereof, agree at all times as
fully as it be in their power, to further the interests of the said industry and
of the Company.

Section 2.

      This Agreement is for the purpose of stabilizing and improving industrial
relations between the Company and the Union. It is agreed that the Company and
its representative and the Union and its representative will exhaust every
avenue for the adjustment of complaints and will not engage in lockouts,
walkouts, or strikes, or other industrial strife during the life of this
Agreement. It is agreed by both parties that upon the expiration of this
Agreement and

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at times when both are negotiating an agreement that both parties use their best
efforts to avoid industrial strife of any nature. Sympathy strikes will not be
engaged in by the Union or any of its members.

Section 3.

      No employees shall be discriminated against for reporting violations of
this Agreement.

Section 4.

      The Company shall not require employees to take out on the streets or
highways any vehicle not equipped with the safety appliances required by law or
any vehicle not in a safe operating condition.

Section 5.

      Employees shall immediately report to the Company in writing all defects
in equipment and all accidents and names of all witnesses to accidents.
Employees shall report repairs at the end of each work day.

Section 6.

      If the occasion arises where a driver gives a written report on forms used
by the Company of a vehicle being in an unsafe operating condition and receives
no consideration from the Company, the matter shall be subject under the
grievance procedure.

Section 7.

      It shall be the duty of every employee, when required by the Company, to
carefully check all goods handled by such employee so that he knows the delivery
bills correspond with

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the goods so handled and any overages and shortages shall be promptly reported
to the Company.

Section 8.

      Violations on the part of the employees of the rules and regulations of
the Company or violations of the rules and regulations provided by municipal,
state or federal law or authority as related to motor transportation, or to
general conduct or unnecessary delay in the transportation of freight or any
employee's dishonesty, carelessness or incompetency shall be considered cause of
disciplinary action on the part of the Company and shall subject the employee to
temporary or permanent dismissal from employment.

Section 9.

      The Company recognizes the right of the Union to designate job stewards
and alternates. The authority of job stewards and alternates so designed by the
Union shall be limited to and shall not exceed the following duties and
activities:

      1. The investigation and presentation of grievances in accordance with the
      provisions of the Collective Bargaining Agreement;

      2. The transmission of such messages and information which shall originate
      with, and are authorized by the local Union or its officers, provided such
      messages and information

            a. have been reduced to writing, or

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            b. if not reduced to writing, are of a routine nature and do not
            involve work stoppages, slowdowns, refusal to handle goods, or any
            other interference with the Company's business.

      Job stewards and alternates have no authority to take strike action, or
any other action interrupting the Company's business, except as authorized by
official action of the Union. The Company recognizes these limitations upon the
authority of job stewards and their alternates, and shall not hold the Union
liable for any unauthorized acts. The Company in so recognizing such limitations
shall have the authority to impose proper discipline, including discharge, in
the event the job steward has taken unauthorized strike action, slowdown, or
work stoppage in violation of this Agreement.

Section 10.

      The Company and the Union agree that pursuant to Executive Order 11246 (30
FR 12319, September 28, 1965) and CFR, Chapter 60, they will not discriminate
against any employee or applicant because of race, color, religion, age,
physical or mental handicap, national origin or sex, except in those instances
where it can be proven that sex, or the absence of a physical or mental handicap
is a bona fide occupational qualification necessary to the operation of the
business. The use of the masculine gender in any provisions of this Agreement
will not be deemed to indicate any distinction based on sex. Such use of a
masculine gender

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will be deemed to include the feminine gender wherever it is found.

Section 11.

      The Company and the Union agree that there will be no discrimination by
the Company or the Union against any employee because of his or her membership
in the Union or because of any employee's lawful activity and/or support of the
Union.

                                   ARTICLE IX

                                  PICKET LINES

      The Company will not request employees to drive vehicles through picket
lines of strikes at other places of business. The Union further agrees to use
its best efforts to prevent any interference with the operations of the
Company's business and the places of work or the operations of the trucks
operated by the Company.

      However, it shall not be a violation of this Agreement and it shall not be
cause for discharge or disciplinary action in the event an employee refuses to
enter into any property involved in a labor dispute or refuses to go through or
work behind any lawful primary picket line, including the lawful primary picket
line of Unions party to this Agreement and including lawful primary picket lines
at the Company's place or places of business.

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                                    ARTICLE X

                             DISPUTES & CONCILIATION

Section 1.

      Any grievance by the Company or employees under this Agreement may become
the subject of conference and negotiation between the said Company and the said
Local in the manner hereinafter set forth.

Section 2.

      In the event of any grievance, complaint or dispute on the part of an
employee, it shall be handled in the following manner:

First:      The employee shall endeavor to settle the grievance with his
            supervisor. If no satisfactory settlement is reached, then,

Second:     The employee shall reduce the grievance to writing and give one (1)
            copy to the steward and one (1) copy to his supervisor, and the
            steward shall attempt to adjust the matter with the supervisor. If
            this is unsuccessful, then,

Third:      The steward shall report the matter to the Union which shall, within
            seventy-two (72) hours, take the matter up with the Company.

Fourth:     If the Union and the Company, after reasonable efforts and good
            faith attempts to resolve the matter are unable to reach agreement,
            either party may request the services of a mediator from the
            Conciliation and Mediation Service of the

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            Pennsylvania Department of Labor. If the matter is not resolved
            after earnest efforts to do so with the Mediator, then,

Fifth:      Either party may request appointment of an arbitrator by the
            Conciliation Service of the United States Department of Labor.

Section 3.

      In the event of arbitration, as above provided, the Arbitrator shall have
the jurisdiction and authority to interpret, apply and determine compliance with
the provisions set forth in this Agreement, but shall not have jurisdiction or
authority to add to, detract from or alter in any way the specific provisions of
this Agreement. The decision of the Arbitrator shall be final and binding upon
both parties to this Agreement. All expenses incurred through the arbitration
shall be borne equally by the Company and the Union.

Section 4.

      All cases of grievances by employees shall be reported to the supervisor
within three (3) working days by grievant from date of incident of the
occurrence giving rise to the grievance. Any grievance not so reported shall be
deemed void.

Section 5.

      In the event of a grievance by the Company, it shall be processed as above
provided, beginning at the "Third" step.

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Section 6.

      In view of the orderly procedure for the settlement of grievances outlined
in this Agreement, the Union and the employees will not authorize, sanction or
take part in any strike, work stoppage, slowdown or restriction of output or
deliveries for any reason whatsoever during the term of this Agreement. The
Company will not lock out the employees.

      Any warning letters shall be removed from an employee's personnel file
after twenty-four (24) months from the date the letter was issued.


                                   ARTICLE XI

                                     PENSION

      The Company will contribute to the Western Pennsylvania Teamsters &
Employers Pension Fund the following:

      Effective   8/1/95      $48.00 per week
                  8/1/96      $50.00 per week
                  8/1/97      $52.00 per week
                  8/1/98      $54.00 per week
                  8/1/99      $57.00 per week

      These contributions will be made for each regular, full-time (not
including seasonal or part-time) employee having thirty (30) or more days of
service who works one (1) or more days in any such week. Any day for which an
eligible employee receives compensation under the terms of this Agreement shall
be considered a day worked for this purpose.

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      If an employee is absent because of illness or off-the-job injury and
notifies the Company of such absence, the Company shall continue to make the
required contributions for a period of four (4) weeks. If an employee is injured
on the job, the Company shall continue to pay the required contribution until
such employee returns to work; however, such contribution shall not be paid for
a period of more than twelve (12) months.

      401(K) Company will match up to 5% of employee's contribution at $0.50 per
$1.00.

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                                  ARTICLE XII
                            DURATION AND TERMINATION

      This Agreement shall be effective as of August 1, 1995, and shall remain
in effect until July 31, 2000, and from year to year after July 31, 2000, unless
terminated at the option of either party on written notice to the other. Such
notice will be given by Certified Mail, Return Receipt Requested, to the last
known address of the other party not less than sixty (60) days prior to any such
yearly anniversary date, the first of which shall be July 31, 2000. (The present
address of the Union is 1344 East 11th Street, Erie, Pennsylvania, and the
present address of the Company is P.O. Box 780, Warren, Pennsylvania).

      IN WITNESS WHEREOF, the undersigned Local, duly authorized by its members,
and the undersigned Employer have signed this Agreement this 22 day of August,
1995, effective as of and from August 1, 1995.

UNITED REFINING COMPANY                 GENERAL TEAMSTERS LOCAL UNION
                                             NO. 397
                                        Affiliated with the Inter-
                                        national Brotherhood of
                                        Teamsters

By:                                     By  
    ------------------------------         -----------------------------

Title: VP HR                            Title: V.P. Business Agent
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                                        Steward:  
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