SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE

CONFIDENTIAL

TREATMENT FOR THOSE TERMS HAS BEEN

REQUESTED. THE REDACTED MATERIAL HAS

BEEN SEPARATELY FILED

WITH THE SECURITIES AND EXCHANGE COMMISSION, AND

THE TERMS

HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO

ASTERISKS

(**).

BRAND FEE AGREEMENT

This BRAND FEE AGREEMENT (the “Agreement”) is made and entered into by and between

ExxonMobil Oil Corporation, having an office and place of business at 3225 Gallows Road, Fairfax, Virginia

22037, hereinafter called ExxonMobil, and

Global Companies LLC, having an office at 800 South Street,

Suite 200, Waltham, Massachusetts, 02453, hereinafter called BFA Holder.

WHEREAS, BFA Holder acknowledges that ExxonMobil has established the following core values (“Core

Values”) to build and maintain a lasting relationship with its customers, the motoring public:

(1) To deliver quality products that customers can trust.

(2) To employ friendly, helpful people.

(3) To provide speedy, reliable service.

(4) To provide clean and attractive retail facilities.

(5) To be a responsible, environmentally-conscious neighbor.

WHEREAS, BFA Holder does or in the future will either own, operate or supply certain retail motor fuel

outlets at those locations identified on Exhibit 1 hereto and may, subject to ExxonMobil’s consent, own, operate

or supply certain retail motor fuel outlets in those certain jurisdictions set out on Exhibit 2 (hereinafter referred

to as the “Designated Geography(ies)”);

WHEREAS, BFA Holder wishes to sell Exxon and/or Mobil-branded motor fuel to or through these outlets

and to receive certain services, and be eligible to participate in certain programs, related to the Exxon and Mobil

brands, but currently does not wish to purchase the motor fuel product from ExxonMobil or its Affiliates;

WHEREAS, BFA Holder wishes to undertake full responsibility for the sourcing of motor fuel product at

the retail motor fuel outlets that are subject to this Agreement;

WHEREAS, ExxonMobil is willing to furnish BFA Holder with certain services and programs, as more

particularly defined herein, associated with the Exxon and Mobil brands;

WHEREAS, ExxonMobil is willing to allow BFA Holder to utilize the Proprietary Marks in accordance

and subject to the terms of this Agreement in connection with the retail identification of the retail motor fuel

outlets that are subject to this Agreement and to allow motor fuel sold from or through these outlets to be

branded as Exxon or Mobil-branded motor fuel;

NOW THEREFORE, ExxonMobil and BFA Holder agree as follows:

PERIOD.

Unless sooner terminated as provided elsewhere herein, this Agreement shall be in full force and effect

for the period of fifteen (15) years beginning on September 8, 2010 (“Effective Date”), and ending on

September 7, 2025 (“Expiration Date”) (such period, the “Term”). By written notice furnished to BFA

Holder, ExxonMobil may, at its sole discretion, grant temporary extensions of the Term for periods not

exceeding one hundred and eighty (180) days for each extension. An extension shall not be construed

as renewal of this Agreement or of the Franchise Relationship.

GRANT.

By this Agreement, ExxonMobil and BFA Holder establish a “Franchise” and a “Franchise

Relationship” as defined by the Petroleum Marketing Practices Act, 15 U.S.C. Sections 2801-2806 (the

“PMPA”). Subject to the terms and conditions of this Agreement:

(a)

With respect to the Proprietary Marks (as defined below) to be used in connection with the

retail sale of Exxon or Mobil-branded motor fuel (including both gasoline and diesel), as the

case may be (“Products”), ExxonMobil grants BFA Holder the limited and non-exclusive right

to:

(1)

Use the Mobil Proprietary Marks (as defined below) at (i) those Mobil-branded retail

outlets identified as CORS locations on Exhibit 1 hereto and (ii) such Mobil-branded

retail outlets as may be approved under Section 2(e) and operated by BFA Holder (or

a third party operator with experience in the operation of similar service station

properties) (“Operated Mobil Branded Outlets”);

(2)

Use the Exxon Proprietary Marks (as defined below) at such Exxon-branded retail

outlets as may be approved under Section 2(e) and operated by BFA Holder (or a

third party operator with experience in the operation of similar service station

properties) (“Operated Exxon Branded Outlets”);

(3)

Grant the use of the Mobil Proprietary Marks to BFA Holder’s franchised lessees or

franchised independent dealers (collectively, “Mobil Franchise Dealers”) at (i) those

Mobil-branded retail outlets identified as CODO or DOSS locations on Exhibit 1

hereto and (ii) such Mobil-branded retail outlets as may be approved under

Section 2(e) and operated by a franchised lessee or franchised independent dealer

(“Franchised Mobil Branded Outlets”); and

(4)

Grant the use of the Exxon Proprietary Marks to BFA Holder’s franchised lessees or

franchised independent dealers (collectively, “Exxon Franchise Dealers”) at such

Exxon-branded retail outlets as may be approved under Section 2(e) and operated by

a franchised lessee or franchised independent dealer (“Franchised Exxon Branded

Outlets”).

In this Agreement, (i) the Operated Mobil Branded Outlets and Operated Exxon

Branded Outlets may be collectively referred to as the “Operated Branded Outlets”,

(ii) the Franchised Mobil Branded Outlets and Franchised Exxon Branded Outlets

may be collectively referred to as the “Franchised Branded Outlets”, (iii) the

Operated Branded Outlets and the Franchised Branded Outlets, whether they be BFA

Holder Direct Served Outlets or BFA Holder Sub-Jobber Outlets may be collectively

referred to as the “BFA Holder Branded Outlets”, and (iv) the Mobil Franchise

Dealers and the Exxon Franchise Dealers may be collectively referred to as the

“Franchise Dealers”.

For purposes of this Agreement, BFA Holder Branded Outlets can be supplied in one

of two methods, (i) BFA Holder’s Direct Served Business, which are those BFA

Holder Branded Outlets that are supplied Product for retail sale through an agreement

directly with BFA Holder or any of its Affiliates (the “Direct Served Outlets”), or

(ii) BFA Holder’s Sub-Jobber Business, which are those BFA Holder Branded

Outlets that are supplied Product for retail sale through an agreement between BFA

Holder or one of its Affiliates and any branded wholesaler that is not an Affiliate of

BFA Holder (the “Sub-Jobber Outlets”). Note that for purposes of this Agreement,

the term “branded wholesaler(s)” shall include “distributor(s)”, as may be applicable.

(b)

Under this Agreement, “Mobil Proprietary Marks” shall mean (i) only those trademarks

identified on Exhibits 13-A and 13-B hereto and (ii) related trade dress. “Exxon Proprietary

Marks” shall mean (i) only those trademarks identified on Exhibits 14-A and 14-B hereto and

(ii) related trade

dress. “Proprietary Marks” shall mean the Mobil Proprietary Marks and the Exxon

Proprietary Marks, collectively or separately, as appropriate in context. The grants set forth in

Section 2(a) and Section 2(d)(1) by ExxonMobil to BFA Holder for BFA Holder’s use of the

Proprietary Marks, as to each Proprietary Mark, shall be limited to only the specific

corresponding goods and services listed on Exhibits 13-A and 14-A (as to the retail motor

fuels Business only), and 13-B and 14-B (as to the Related Businesses only) (the “Authorized

Uses”). For the avoidance of doubt, BFA Holder hereby agrees and acknowledges that the

Proprietary Marks may be used only during the Term and only at the BFA Holder Branded

Outlets and that nothing set forth in this Agreement shall be interpreted to grant BFA Holder

any rights in or to such Proprietary Marks for any offsite use unless expressly authorized by

ExxonMobil in writing. BFA Holder further hereby acknowledges and agrees that

notwithstanding anything to the contrary set forth herein, it shall not be permitted to use, or

grant the use of, any of the Exxon Proprietary Marks prior to June 1, 2011. In addition,

specifically excluded from any Authorized Use is BFA Holder’s use of any Proprietary Mark

on or in connection with any auto repair services or any trucks, cars or other rolling stock of

any nature. BFA Holder shall not have any authority under this Agreement to use any

trademark or other intellectual property of ExxonMobil or its Affiliates not specifically

identified on Exhibit 13-A, 13-B, 14-A or 14-B or any taglines or reward programs of

ExxonMobil or its Affiliates. BFA Holder shall be permitted only to use or grant the use of

either the Mobil Proprietary Marks, or the Exxon Proprietary Marks, at any one retail outlet

and shall not use or permit the use of both Mobil Proprietary Marks and Exxon Proprietary

Marks at any retail outlet. As used in this Agreement, the term “Affiliate” as it relates to

ExxonMobil means, (1) ExxonMobil Oil Corporation or its successors-in-interest, (2) any

parent corporation, partnership, or other entity of the ExxonMobil Oil Corporation or its

successors-in-interest which now or hereafter owns or controls, directly or indirectly through

one or more intermediaries, fifty percent or more of the ownership interest having the right to

vote for or appoint directors of ExxonMobil Oil Corporation or its successors-in-interest

(“Parent Company”), (3) any corporation, partnership, or other entity, regardless of where

situated, at least fifty percent of whose ownership interest having the right to vote for or

appoint directors is now or hereafter owned or controlled, directly or indirectly through one or

more intermediaries, by ExxonMobil Oil Corporation or its successors-in-interest or by its

Parent Company. As used in this Agreement, the term “Affiliate” as it relates to BFA Holder

means, any person directly or indirectly controlling, controlled by, or under common control

with BFA Holder, including any other person directly or indirectly controlling, controlled by,

or under common control with such person. For purposes of this definition, the term “control”

(including the terms “controlled by” and “under common control with”) means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and

policies of any person, whether through the ownership of voting securities or by contract or

otherwise. For the purposes of this Agreement, Alliance Energy LLC, a Massachusetts

limited liability company (“Alliance”) and AE Holdings Corp., a Massachusetts corporation

and the managing member of Alliance shall not be considered Affiliates of BFA Holder.

(c)

BFA Holder will arrange for and be solely responsible for procuring an adequate supply of

unbranded motor fuel (“Base Product”) that meets the requirements of Section 5 of this

Agreement. After Base Product has been additized as provided in Section 5 hereof, it may be

distributed by BFA Holder as Product to the BFA Holder Branded Outlets subject to all terms

and conditions of this Agreement.

(d)

(1)

ExxonMobil acknowledges that BFA Holder may wish to operate additional

businesses of the type described in the Authorized Uses set forth on Exhibit 13-B or

14-B (“Related Businesses”) during the Term utilizing Proprietary Marks at any or

all of the BFA Holder Branded Outlets. Subject to the specific corresponding

Authorized Uses(s) listed on Exhibit 13-B or 14-B, and other terms and conditions of

this Agreement, ExxonMobil grants BFA Holder the right to utilize the Proprietary

Marks set forth on Exhibit 13-B or 14-B in connection with Related Businesses and

to grant to a Franchise Dealer the right to use such Proprietary Marks in connection

with Related Businesses solely to the extent and in the manner specified by

ExxonMobil from time to time. For the avoidance of doubt, ExxonMobil shall have

the right to change, modify, amend, add or remove, in its

sole discretion, the Related Businesses permitted pursuant to this Section 2(d)(1) and

the Authorized Use(s) set forth on Exhibit 13-B or 14-B.

(2)

BFA Holder acknowledges, and shall require its Franchise Dealers to acknowledge,

that the operation of a Related Business using any Proprietary Mark impacts

customers’ perceptions and acceptance of the Products and Proprietary

Marks. Accordingly, BFA Holder may operate, or authorize a Franchise Dealer to

operate, a Related Business utilizing Proprietary Marks at a BFA Holder Branded

Outlet only in compliance with ExxonMobil’s requirements as set out from time to

time by ExxonMobil and at all times in compliance with this Agreement. If BFA

Holder or any Franchise Dealer fails to comply with ExxonMobil’s requirements for

such a Related Business at any BFA Holder Branded Outlet, without limiting

ExxonMobil’s other rights or remedies under applicable laws or under this

Agreement or any related or supplemental agreement, including termination or non-

renewal of this Agreement and the Franchise Relationship, ExxonMobil may

withdraw its approval for the use of any such Proprietary Mark for that Related

Business.

(3)

During the Term, BFA Holder shall operate and shall cause its Franchise Dealers to

operate any Related Business utilizing any Proprietary Mark, as approved under

Section 2(e), in compliance with this Agreement and shall not operate, and shall

cause its Franchise Dealers not to operate, any other businesses or activities utilizing

Proprietary Marks at any BFA Holder Branded Outlet unless agreed in writing by the

parties hereto. During the Term, and except as expressly provided in this Agreement,

BFA Holder (or any of its Franchise Dealers) may change, delete or add a Related

Business at a BFA Holder Branded Outlet only with the prior written consent of

ExxonMobil. Nothing contained in this Section 2 may be construed as limiting or

preventing ExxonMobil from changing, deleting, adding or substituting any

Proprietary Mark used in connection with a Related Business.

(4)

The motor fuels business, under which BFA Holder distributes the Products

hereunder for retail sale at the BFA Holder Branded Outlets, the retail sales of motor

fuels at the BFA Holder Branded Outlets and the Related Businesses are herein

collectively referred to as the “Businesses.”

(e)

(1)

BFA Holder may use or operate at an Operated Branded Outlet, or grant and allow

the use or operation at a Franchised Branded Outlet of any Businesses or exercise any

other rights under Sections 2(a) and (d), only if:

(i)

ExxonMobil has expressly approved the Exxon or Mobil-branding, as the

case may be, of that retail outlet and the operation of the Businesses at that

retail outlet; and

(ii)

ExxonMobil has not:

(A)

Debranded that outlet; or

(B)

Withdrawn ExxonMobil’s approval for the operation of any

Business in question at that retail outlet.

For the purposes of Section 2(e)(1)(i) above, only those retail outlets set out on

Exhibit 1 are expressly approved for Mobil-branding. In particular, BFA Holder

acknowledges that, absent the express approval of ExxonMobil or assignment by

ExxonMobil in accordance with the terms of this Agreement, no retail outlet or other

operation that is Mobil or Exxon-branded and branded wholesaler-served as of the

Effective Date is subject to operation under the terms of this Agreement. Approval

of any outlets in

addition to those set out on Exhibit 1 will be on a site by site basis and shall be

memorialized by a trademark authorization letter in a form to be specified by

ExxonMobil from time to time. Notwithstanding the previous sentence, any Exxon

or Mobil branded retail outlet to be added under this Agreement that is approved at

that time for Exxon or Mobil-branding shall not require re-approval to be added

under this Agreement; provided, however, that ExxonMobil shall be entitled to

review the Exxon or Mobil branding of such outlet to ensure compliance with

Section 2(g) hereof.

(2)

In its sole discretion, ExxonMobil may approve or not approve the branding of any

outlet or the use or operation of any Businesses proposed by BFA Holder or any

Franchise Dealer. ExxonMobil is not obligated to furnish a reason for withholding

approval. ExxonMobil’s furnishing of a reason does not in any way limit its rights to

withhold for any reason any approval of that or any future branding proposal. BFA

Holder shall comply, and cause its Franchise Dealers to comply, with any

requirements and conditions imposed by ExxonMobil in giving its approval under

this Section.

(3)

By written notice to BFA Holder, ExxonMobil may withdraw its approval to:

(i)

Brand any BFA Holder Branded Outlet (“debrand”); or

(ii)

Use or operate any Business (including, for the avoidance of doubt, any

Related Business) at any outlet

if, in ExxonMobil’s sole judgment:

(a)

That outlet (or any Businesses thereat) fails to portray the image and

standards ExxonMobil expects from its branded retail outlets;

(b)

BFA Holder, or any Franchise Dealer, is in default of any material

obligation, condition, representation or warranty under this Agreement or

any related or supplemental agreement with respect to that retail outlet (or

any Business); or

(c)

Any actions by BFA Holder, any Franchise Dealer, any Affiliate of BFA

Holder or any third party management company in connection with its

operations on behalf of BFA Holder, whether in violation of its obligations

under this Agreement or otherwise, cause harm to the value or reputation of

the Proprietary Marks.

ExxonMobil shall provide prior written notice of its intention to withdraw its

approval pursuant to Section 2(e)(3)(a) or (b) and BFA Holder shall have a time

period, which shall in no event exceed thirty (30) days, in which to take corrective

action with respect to the BFA Holder Branded Outlet at issue. In the event that BFA

Holder has not satisfied ExxonMobil as to resolution of the issue within such thirty

(30) day period, ExxonMobil may withdraw its approval.

(4)

If ExxonMobil debrands any BFA Holder Branded Outlet, or withdraws its approval

to use or operate any Businesses at any BFA Holder Branded Outlet, BFA Holder

shall comply, and cause any Franchise Dealer at the retail outlet to comply, with the

provisions of Section 3 with respect to the retail outlet in question. The debranding

of one or more of the BFA Holder Branded Outlets does not constitute a termination

or non-renewal of this Agreement.

(5)

BFA Holder shall not permit and shall ensure that its Franchise Dealers do not

permit the following activities or types of business to occur at any BFA Holder

Branded Outlet:

(i)

The sale or use of illegal drugs or drug paraphernalia or other illegal

substances or activities,

(ii)

The sale of any pornographic material or other material that ExxonMobil in

its sole judgment determines may be offensive to the general public

(examples include but are not limited to Playboy, Hustler, and Penthouse

magazines),

(iii)

Adult businesses (examples include but are not limited to massage parlors,

strip clubs, and video stores),

(iv)

Bars or establishments that allow for any consumption of intoxicating

beverages or any sales or consumption of intoxicating beverages in violation

of applicable federal, state, county or local laws, statutes, ordinances, codes,

regulations, rules, orders or permits, or

(v)

The illegal sale of any tobacco products, including without limitation, sales

in violation of any federal, state, county or local laws, statutes, ordinances,

codes, regulations, rules, orders, or permits relating to youth access to

tobacco products. BFA Holder shall promptly advise ExxonMobil, and shall

ensure that Franchise Dealers promptly advise BFA Holder, of any citations

or notifications of violations received at any BFA Holder Branded Outlet

from any regulatory authority resulting from any such tobacco sales and of

the resolution of any such citations and notifications. BFA Holder agrees to

comply with the requirements set forth in Exhibit 8.

(6)

The terms and conditions of this Agreement and the Franchise Relationship are

exclusively between ExxonMobil and BFA Holder. Nothing in this Agreement may

be construed as creating any Franchise or Franchise Relationship with any other

person, including without limitation, any Franchise Dealer, employee or contractor of

BFA Holder.

(f)

This Agreement does not give BFA Holder an exclusive right in any market or geographic

area to sell Products or conduct any Related Business. BFA Holder acknowledges that

ExxonMobil and its Affiliates may directly or indirectly compete with BFA Holder by using,

or, subject to Section 2(g) authorizing the use of any trademark, trade names and trade dress

owned by ExxonMobil (or any of its subsidiaries or Affiliates) from time to time including,

without limitation, the Proprietary Marks, including in close proximity to, and

notwithstanding any commercial impact on, any BFA Holder Branded Outlet.

(g)

In order to protect the integrity of the Exxon and Mobil brands in the Designated

Geographies, notwithstanding anything to the contrary herein, no retail outlet may become a

BFA Holder Direct Served Outlet or Sub-Jobber Outlet pursuant to the terms of this

Agreement if such site is located within two (2) miles of any then-existing Exxon or Mobil

branded retail outlet, which then-existing Exxon or Mobil branded retail outlet is not also a

BFA Holder Direct Served Outlet or Sub-Jobber Outlet. The distance between any two retail

outlets shall be determined by the most geographically direct street route between the closest

identification sign located at each retail outlet.

The foregoing provision shall not restrict the operation of any retail outlet that may be set

forth on Exhibit 16 hereto from time to time. Exhibit 16 shall set forth all Exxon or Mobil

branded retail outlets in the Designated Geographies existing as of the Effective Date. Any

new Exxon or Mobil branded retail outlet that is added to an existing branded wholesaler

agreement between ExxonMobil and any of its existing branded wholesalers in the Designated

Geographies shall be

added to Exhibit 16 by ExxonMobil. Any Exxon or Mobil branded retail outlet that is

debranded shall be deleted from Exhibit 16 by ExxonMobil.

TRADEMARKS

(a)

BFA Holder is permitted to display the Proprietary Marks solely to designate the brand of the

Products or other approved Businesses being operated at a BFA Holder Branded Outlet

(which uses shall be limited to only the specific corresponding Authorized Use(s) as to each

Proprietary Mark). BFA Holder agrees that no Product will be sold under any of the

Proprietary Marks unless it meets the product quality specifications set forth in this

Agreement and is additized as specified in this Agreement nor shall any Business be operated

unless it meets the quality specification and other standards (including any brand identity

standards or retail image standards) existing as of the Effective Date or modified or

established by ExxonMobil from time to time, as such standards and specifications may be

amended from time to time after the Effective Date. If there shall be posted, mounted, or

otherwise displayed on or in connection with any BFA Holder Branded Outlet any sign,

poster, placard, plate, device or form of advertising matter whether or not received from

ExxonMobil, consisting in whole or in part of the name of ExxonMobil or any of the

Proprietary Marks, BFA Holder agrees at all times to display same, or cause the Franchise

Dealers to display same, properly and not to diminish, dilute, denigrate, or otherwise

adversely affect same. BFA Holder further agrees to take no action that will diminish or

dilute the value of any Proprietary Mark.

(b)

Immediately upon termination (whether in full or as to any individual outlet) or expiration of

this Agreement, or prior thereto upon demand by ExxonMobil, BFA Holder shall discontinue

all uses of the Proprietary Marks, including the posting, mounting or display of any

Proprietary Mark and all uses of Proprietary Marks in connection with business cards,

advertisements and letterhead/stationary, and shall cause its Franchise Dealers to do the

same. If BFA Holder or any Franchise Dealer ceases to do business at any BFA Holder

Branded Outlet, BFA Holder shall, and shall cause its Franchise Dealer to, discontinue the

posting, mounting or display of any Proprietary Marks immediately upon BFA Holder or its

Franchise Dealer(s), as the case may be, ceasing to sell the Products or operate the Business,

including, without limitation, in the event that the BFA Holder Branded Outlet in question is

debranded by ExxonMobil under Section 2(e) or in any event upon demand by

ExxonMobil. BFA Holder acknowledges ExxonMobil’s self-help rights set forth in this

Agreement, including the rights of entry described in Sections 26(e) and 35, and agrees that

BFA Holder shall be solely responsible for all fees, cost and expenses incurred by

ExxonMobil or its Affiliates in exercising any such rights.

(c)

BFA Holder agrees to notify ExxonMobil or its designee of any apparent or threatened

infringement, dilution or other misuse (“Misuse”) of any Proprietary Mark promptly after

becoming aware of such Misuse. ExxonMobil shall have the sole right, in its sole discretion,

to take any action, legal or otherwise, against such Misuse, and notwithstanding any other

provisions in this Agreement, BFA Holder agrees to provide ExxonMobil with any assistance

which, in the opinion or judgment of ExxonMobil, is necessary to protect ExxonMobil’s right,

title and interest in and to the Proprietary Marks. ExxonMobil shall be entitled in such event

to retain all monetary recovery from any misusing third party by way of judgment, settlement

or otherwise. BFA Holder shall have no right to, and hereby agrees that it will not (except as

requested by ExxonMobil), take any action, with respect to any apparent or threatened Misuse

of any Proprietary Mark. BFA Holder shall have no recourse against ExxonMobil,

ExxonMobil’s agents, officers, directors, and employees or third parties under their control in

the event ExxonMobil chooses not to act against any apparent or threatened Misuse of any of

the Proprietary Marks or if any third party challenges the right of ExxonMobil or BFA Holder

to use any of the Proprietary Marks.

(d)

BFA Holder shall not, and shall cause its Franchise Dealers not to, sell non-Exxon or Mobil-

branded motor fuels under any Proprietary Mark, including without limitation, any Exxon or

Mobil-identified canopy or at any fueling island where BFA Holder or a Franchise Dealer is

selling Products. As used in this Section, “non-Exxon or Mobil-branded motor fuels” shall not

be construed to apply to gasohol or other synthetic motor fuels of similar usability, to the

extent

provided for in the Gasohol Competition Act of 1980, Pub. L.96-493 or renewable fuels as

defined in Section 2807 of the Petroleum Marketing Practices Act; provided however, that

BFA Holder and its Franchise Dealers shall label such product so as to ensure that consumers

are not confused that such product is an Exxon or Mobil-branded motor fuel.

(e)

Without affecting BFA Holder’s obligations under Section 3(d), if BFA Holder or any

Franchise Dealer offers non-Exxon or Mobil-branded motor fuels at a BFA Holder Branded

Outlet, BFA Holder agrees to protect, and cause its Franchise Dealer(s) in question to protect,

the identity of the Products and the Proprietary Marks by all reasonable methods, which would

prevent customer confusion or misinformation. BFA Holder agrees to conform, and cause its

Franchise Dealers to conform, to ExxonMobil’s de-branding requirements as outlined in

Exhibits 9A and 9B, as same may be revised from time to time, including but not limited to

posting of ExxonMobil approved signs which clearly distinguish the Products from non-

Exxon or Mobil-branded motor fuels, disclaiming any product liability of ExxonMobil for

damage resulting from use of non-Exxon or Mobil-branded motor fuels, and removing or

covering any signs which may mislead, confuse, or misinform any customers or reduce their

goodwill toward any Proprietary Mark. In addition, BFA Holder agrees to comply, and cause

its Franchise Dealers to comply, with any additional steps beyond the ExxonMobil de-

branding requirements set forth in any applicable law, ordinance or regulation regarding the

labeling of petroleum products.

(f)

In furtherance of its obligations as set forth in this Section, BFA Holder agrees that it will for

itself, and as to any of its Franchise Dealers, require of such Franchise Dealers that they will,

while identifying the source of the Products sold at any BFA Holder Branded Outlet, comply

with the provisions of this Section. Such assistance includes, but is not limited to, the

authorization to ExxonMobil to commence legal proceedings in BFA Holder’s name, and at

BFA Holder’s expense, for the purposes of enforcing BFA Holder’s obligations in this

Section.

(g)

BFA Holder shall have neither the right to use or display at marinas, nor the right to authorize

or permit the use or display at marinas by Franchise Dealers of, any Proprietary Mark and

shall not sell, and shall cause its Franchise Dealers not to sell, Products at marinas.

(h)

To permit ExxonMobil to carry out its rights to protect its Proprietary Marks from diminution,

dilution, or destruction by misuse or failure by those to whom permission to display them has

been granted under this Agreement, BFA Holder agrees that upon request by ExxonMobil it

will provide ExxonMobil with a list of the names and addresses of Franchise Dealers to whom

BFA Holder has provided any Proprietary Mark and where such BFA Holder Branded Outlets

are displaying such Proprietary Marks.

(i)

If BFA Holder, for whatever reason, ceases to display or authorize the display of Proprietary

Marks at any BFA Holder Branded Outlet, then BFA Holder will notify ExxonMobil in

writing within thirty (30) days of that event.

(j)

Except as may be expressly permitted by ExxonMobil, BFA Holder shall not, and shall cause

its Franchise Dealers not to, use the Proprietary Marks as part of BFA Holder’s or any

Franchise Dealer’s corporate or other name or as part of or in conjunction with any domain

name.

(k)

BFA Holder shall, and shall cause its Franchise Dealers to, immediately stop using the

Proprietary Marks relating to any Business at any BFA Holder Branded Outlet if:

(1)

this Agreement is terminated or the Term expires and is not renewed or extended; or

(2)

ExxonMobil withdraws its approval to use or operate that Business at that outlet

under Section 2(e); or

(3)

BFA Holder or its Franchise Dealer(s) stops operating that Business at that outlet;

and, in any such event, to follow any de-branding requirements that may then be applicable.

(l)

BFA Holder’s use of any of the Proprietary Marks in conjunction with any uniforms, business

cards or business stationary at all times shall be subject to and in accordance with the terms of

this Agreement and all standards set forth by ExxonMobil or its Affiliates, as such standards

may be amended by ExxonMobil or its Affiliates, in their sole discretion, from time to

time. All uniforms used in connection with the Businesses bearing any of the Proprietary

Marks shall be purchased solely and exclusively from an ExxonMobil approved vendor.

(m)

BFA Holder acknowledges that ExxonMobil (or Exxon Mobil Corporation or any of its

Affiliates as the case may be) is the exclusive owner of the Proprietary Marks, and no

ExxonMobil act, or failure to act, will give BFA Holder or any Franchise Dealer any

ownership interest or right in any of the Proprietary Marks. All goodwill resulting from the

use of the Proprietary Marks by BFA Holder or its Franchise Dealers shall inure to the benefit,

and is the property, of ExxonMobil (or its Affiliates as the case may be). ExxonMobil may, at

any time or from time to time, change or substitute any Proprietary Marks used in connection

with the Products or any Business. In case of any change or substitution, BFA Holder shall

immediately use, and cause its Franchise Dealers to immediately use, the Proprietary Marks as

changed.

(n)

BFA Holder hereby acknowledges that failure on the part of BFA Holder or its Franchise

Dealer(s) to use any Proprietary Mark in accordance with the provisions of this Agreement

will cause irreparable injury to ExxonMobil and that any court of competent jurisdiction may,

at the request of ExxonMobil, enforce the provisions of this Agreement by the entry of a

temporary or permanent injunction against BFA Holder and in favor of ExxonMobil. BFA

Holder agrees not to contest the appropriateness of injunctive relief but may contest whether it

has failed to use the Proprietary Marks in accordance with the provisions of this

Agreement. BFA Holder will incorporate in its agreements with each Franchise Dealer the

undertakings and obligations provided in this Agreement (including this Section 3). BFA

Holder agrees to immediately notify ExxonMobil of any Franchise Dealer failing to comply

with any such undertaking or obligation and agrees to assist ExxonMobil in its enforcement

thereof.

(o)

In order to foster the continued public acceptance of the Proprietary Marks and to protect the

brand reputation of the Products which are the subject of this Agreement, BFA Holder will

use best efforts to promptly inform ExxonMobil of any event or condition which will

significantly impact the operation of any BFA Holder Branded Outlet or which has resulted in

or may result in significant media exposure related to any BFA Holder Branded Outlets.

QUALITY, GRADE, SPECIFICATION, OR NAME OF PRODUCT; QUALITY ASSURANCE

PROCEDURES.

(a)

ExxonMobil shall have the right, at its sole discretion and at any time during the Term, to

change, alter, amend or eliminate any of the grades or brands of Products or any Proprietary

Marks covered by this Agreement. ExxonMobil may also, in its sole discretion and from time

to time, change or alter the quality or specification of any of the Products covered by this

Agreement. In the event that a certain grade, quality or specification of motor fuels is offered

in one of the states within the Designated Geographies by more than thirty-five percent (35%)

of the then existing non-Exxon or Mobil branded retail outlets that is not covered by this

Agreement at that time, BFA Holder shall have the right to request that ExxonMobil consent

to a change or alteration in, or addition to, the grades, quality or specifications of the Products

to offer such grade, quality or specification of motor fuel in the relevant state within the

Designated Geographies, and ExxonMobil shall not unreasonably withhold its consent to any

such request.

(b)

ExxonMobil has provided BFA Holder a copy of “QUALITY CONTROL PROCEDURES

FOR GASOLINES AND DIESEL FUEL” attached as Exhibit 10. This is the same document

furnished to Traditional Wholesalers who are purchasing motor fuel product directly from

ExxonMobil. BFA Holder agrees to store, handle, sell and dispense all fuel sold through BFA

Holder Branded

Outlets in compliance with all the procedures and specifications set out in Exhibit 10 and to

procure the compliance of its Franchise Dealers, notwithstanding the fact that BFA Holder is

not purchasing motor fuel from ExxonMobil. ExxonMobil reserves the right to revise the

procedures and specifications at any time and BFA Holder agrees that it will, upon written

notice of such revision, immediately begin compliance with the revised procedures and

specifications and will procure compliance of its Franchise Dealers. In the event BFA Holder

fails to comply with this Section, ExxonMobil may, without limitation to any other remedies

available to ExxonMobil, engage the services of an outside contract firm to perform sampling,

testing and reporting. The fees, costs and expenses of such outside contract firm shall be

borne solely by BFA Holder.

(c)

Time is of the essence in complying with this Section 4. BFA Holder is obligated to take

commercially reasonable steps to mitigate any potential losses or damage resulting from any

product quality defects. BFA Holder’s notice of consumer quality claims should be sent to the

ExxonMobil Business Support Centre Canada, ULC, Attn: Branded Wholesaler Contract

Team Lead, P.O. Box 2245, Buffalo, NY 14240-2245.

PRODUCT DISTRIBUTION.

(a)

ExxonMobil and BFA Holder acknowledge and agree that this is not a product sales or supply

agreement. ExxonMobil has no obligation under this Agreement or otherwise to supply BFA

Holder with either branded or unbranded motor fuel products or its proprietary additive

package, including without limitation, gasoline and diesel. BFA Holder is solely responsible

for securing and paying for Base Product and the additive package, which meet all federal,

state, and local regulatory and product quality standards in effect for motor fuels offered for

sale through retail outlets in the Designated Geographies. Base Product must also meet

ExxonMobil quality specifications as more specifically set out in Exhibit 3 (as confirmed by

testing as described in Exhibit 3). BFA Holder shall participate in ExxonMobil’s annual

Marker Program in order to confirm compliance with the requirements of this Agreement and

ExxonMobil’s standards.

(b)

BFA Holder shall not (i) acquire any motor fuels from ExxonMobil or any of its Affiliates

within the Designated Geographies, nor (ii) acquire any motor fuels from ExxonMobil or any

of its Affiliates within the United States of America for resale as motor fuel in the Designated

Geographies. Notwithstanding the previous sentence, BFA Holder shall be permitted to

purchase motor fuels from ExxonMobil through in tank sales for a time period beginning on

the Effective Date and ending upon the later of (A) one hundred and twenty (120) days

following the Effective Date, and (B) December 31, 2010.

(c)

BFA Holder shall procure the additives identified on Exhibit 4 from only those suppliers

specified on Exhibit 4 (or such other supplier as may be subsequently identified by

ExxonMobil). BFA Holder shall additize the Base Product in accordance with the

specifications set forth in Exhibit 4, using industry standard computer controlled additive

injection equipment, prior to distribution through any BFA Holder Branded Outlet as

Product. In the event that BFA Holder desires a waiver from ExxonMobil with respect to the

specified additive or suppliers, or the fuel quality specifications, BFA Holder shall contact the

appropriate ExxonMobil fuels quality manager to discuss such a request, as provided on

Exhibit 4.

(d)

BFA Holder will bear full financial responsibility for the cost of installation and maintenance

of additive racks at all terminals from which it distributes Products. If ExxonMobil desires

that a third party(s) with whom it has a brand fee agreement or other license, distribution or

wholeasaler agreement have access, BFA Holder agrees to allow that third party(ies) to use

the additive system on a terminal by terminal basis and shall charge such third

party(s) commercially reasonable rates for such access.

(e)

ExxonMobil agrees to undertake reasonable efforts to cooperate with BFA Holder as BFA

Holder attempts to negotiate supply and/or additive injection arrangements with potential

supply partners, provided that ExxonMobil is not obligated hereby to waive or amend any

rights it has under this Agreement or undertake any financial obligations not set forth in this

Agreement.

EXXONMOBIL PROGRAMS.

(a)

ExxonMobil and BFA Holder expressly acknowledge and agree that the arrangement

contemplated by and set forth in this Agreement is materially different from the arrangement

that ExxonMobil has with its branded wholesalers throughout the country who purchase motor

fuel directly from ExxonMobil (hereinafter referred to as “Traditional Wholesalers”). BFA

Holder acknowledges that it has been advised and understands that it will not be eligible for

various types of financial assistance or support programs, including without limitation Brand

Incentive Programs (BIP), Image Assistance Programs, Speedpass Rebate Program and Brand

Standard Program, that are available to Traditional Wholesalers. BFA Holder specifically

acknowledges and agrees that ExxonMobil has absolutely no obligation of any kind to offer

BFA Holder any programs or services not expressly provided for in this Agreement and BFA

Holder further acknowledges that this fact constitutes a material inducement for ExxonMobil

to enter into this Agreement.

(b)

BFA Holder shall participate in (i) ExxonMobil’s credit card program offerings through

ExxonMobil’s approved third party provider; (ii) either ExxonMobil’s proprietary Mystery

Shopper program or an ExxonMobil-approved third party Mystery Shopper program; and

(iii) effective January 1, 2011, the ExxonMobil Point of Purchase signage

program. Reasonable efforts should be used to post the current ExxonMobil Point of Purchase

signage where applicable and allowable. Such participation shall be solely at BFA Holder’s

expense.

(c)

BFA Holder will be eligible to participate in the ExxonMobil programs listed immediately

below on the same basis as Traditional Wholesalers:

(1)

Retailer Promotional Marketing access, including Point-of-Purchase Signage

(2)

Card marketing

(3)

Education Alliance

(4)

Training

(5)

Uniform

(6)

Station Locator

(7)

Relevant portions of the ExxonMobil branded wholesaler website (as determined by

ExxonMobil consistent with this Agreement).

BFA Holder will also be eligible to participate in those ExxonMobil programs offered from

time to time to another “BFA Holder” under a separate brand fee agreement in the Designated

Geographies.

(d)

BFA Holder acknowledges and agrees that all programs referenced in Sections 6(b) and

6(c) hereof are subject to change or cancellation at ExxonMobil’s sole discretion and that

ExxonMobil may, from time to time and in its discretion, add new or existing programs to the

required programs list or the eligible programs list. BFA Holder further acknowledges that

nothing set forth in this Agreement obligates ExxonMobil to provide (or continue to provide)

support for any such program and that such support is provided at ExxonMobil’s discretion.

BRAND FEES.

BFA Holder shall pay to ExxonMobil the Brand Fees as described in this Section 7, such fees to be

paid in equal monthly amounts in accordance with the terms of this Agreement, in consideration of the

services that may be provided by ExxonMobil, BFA Holder’s participation in those ExxonMobil

programs that may be offered to BFA Holder, and the use of the Proprietary Marks at the BFA Holder

Branded Outlets during the fifteen (15) year Term, subject to the terms of this Agreement.

(a)

BFA Holder’s Direct Served Business. With respect to the Direct Served Outlets, (i) the

“Brand Fee” during the first ten (10) years of the Term of this Agreement shall equal the 10

Year Brand Fee, calculated under Section 7(a)(i); and (ii) the “Brand Fee” for the Direct

Served Outlets during the final five (5) years of the Term of this Agreement shall equal an

amount agreed to between the

parties or the Adjusted Brand Fee calculated pursuant to Section 7(a)(ii). In addition, BFA

Holder shall pay to ExxonMobil the fees described in Section 7(a)(iii).

(i) For purposes of this Section 7(a)(i):

“10 Year Brand Fee” means the Initial Base Brand Fee for the first year of this

Agreement. For each subsequent year during the first ten (10) years of the Term of this

Agreement, “10 Year Brand Fee” means the sum of (i) the Initial Base Brand Fee plus (ii) an

amount equal to (A) the number of Base Outlets minus the Initial Base Outlets times (B) the

New Site Brand Fee.

“Annual Recalculation Date” means the date which is sixty days (60) days prior to each

anniversary of the Effective Date.

“Base Outlets” means, for the first year of this Agreement, the Initial Base Outlets. For each

subsequent year during the first ten (10) years of the Term of this Agreement, “Base Outlets”

shall mean the greater of (i) the Base Outlets (under this definition) for the immediately prior

year, and (ii) the Initial Base Outlets plus the cumulative number of Direct Served Outlets

added under this Agreement from the Effective Date up to the Annual Recalculation Date,

minus the cumulative number of Closed Direct Served Outlets from the Effective Date up to

the Annual Recalculation Date.

Example calculation: **

Thirty (30) days prior to each anniversary of the Effective Date, BFA Holder shall deliver to

ExxonMobil a statement showing the adjustment to the Base Outlets as of the Annual

Recalculation Date along with supporting documentation. ExxonMobil shall have the right to

review and approve the adjustment to the Base Outlets. Any dispute between the parties

hereto relating to the adjustment shall be resolved in accordance with Section 39 of this

Agreement, without regard to the amount in controversy limitation set forth in

Section 39(b)(i).

“Closed Direct Served Outlets” means any Direct Served Outlet that has permanently ceased

selling Exxon or Mobil-branded motor fuels, excluding Rebranded BFA Holder Outlets.

“Initial Base Brand Fee” means an amount equal to ** times the Initial Total Volume set forth

in Exhibit 15 hereto.

“Initial Base Outlets” means 221.

“Initial Total Volume” means the total volume of Product set forth on Exhibit 15 hereto.

“New Site Brand Fee” means an amount equal to $**.

“Rebranded BFA Holder Outlets” means (i) any former Direct Served Outlet that is supplied

motor fuel by BFA Holder for sale under any brand other than Exxon or Mobil (excluding in

each case any such outlet that was debranded by ExxonMobil pursuant to

Section 2(e)(3) hereof), and (ii) any former Direct Served Outlet sold by BFA Holder to a

third party for continued petroleum use that sells motor fuel under any brand other than Exxon

or Mobil.

(ii) Within six (6) months before the end of tenth (10th) year of the Term of this

Agreement, ExxonMobil and BFA Holder agree to engage in good faith negotiations

regarding an adjustment to the Brand Fee for the final five (5) years of the Term of this

Agreement for BFA Holder’s Direct Served Outlets; provided, however, that such obligation

shall not require either party to reach definitive agreement on such adjustment. In the event

that the parties are unable to mutually agree on an adjustment to the Brand Fee for BFA

Holder’s Direct Served Outlets, each year (whether partial or full) during the final five

(5) years of the Term of this Agreement, BFA Holder

shall pay to ExxonMobil the Adjusted Brand Fee as described in this Section 7(a)(ii).

For purposes of this Section 7(a)(ii):

“Adjusted Brand Fee” means, for the 11th year of this Agreement, the Recalculated Base

Brand Fee. For each subsequent year during the remainder of the Term of this Agreement,

“Adjusted Brand Fee” means the sum of (i) the Recalculated Base Brand Fee plus (ii) an

amount equal to (A) the number of Recalculated Base Outlets minus the Initial Recalculated

Base Outlets times (B) the New Site Brand Fee.

“Annual Recalculation Date” means the date which is sixty days (60) days prior to each

anniversary of the Effective Date.

“Closed Direct Served Outlets” means any Direct Served Outlet that has permanently ceased

selling Exxon or Mobil-branded motor fuels, excluding Rebranded BFA Holder Outlets.

“Initial Base Brand Fee” means an amount equal to ** times the Initial Total Volume set forth

in Exhibit 15 hereto.

“Initial Total Volume” means the total volume of Product set forth on Exhibit 15 hereto.

“Initial Recalculated Base Outlets” means the total number of Direct Served Outlets existing

as of the Recalculation Date.

“New Site Brand Fee” means an amount equal to $**.

“Rebranded BFA Holder Outlets” means (i) any former Direct Served Outlet that is supplied

motor fuel by BFA Holder for sale under any brand other than Exxon or Mobil (excluding in

each case any such outlet that was debranded by ExxonMobil pursuant to

Section 2(e)(3) hereof), and (ii) any former Direct Served Outlet sold by BFA Holder to a

third party for continued petroleum use that sells motor fuel under any brand other than Exxon

or Mobil.

“Recalculated Base Brand Fee” means:

(a) in the event that the Recalculated Total Volume is less than the Initial Total Volume,

the Initial Base Brand Fee plus an amount equal to the number of Rebranded BFA Holder

Outlets as of the Recalculation Date times the New Site Brand Fee; or

(b) in the event that the Recalculated Total Volume is greater than the Initial Total

Volume, the amount calculated pursuant to Paragraphs (1) through (5) below:

(1) Divide the total volume of Recalculated Total Volume by the Recalculated

Base Outlets, in order to calculate the average gallons of Product sold per

Recalculated Base Outlet. [For example, **]

(2) Divide the Initial Total Volume by the average gallons of Product sold per

Recalculated Base Outlet determined pursuant to Paragraph (1) above, and round the

resulting quotient up to the nearest whole number, in order to calculate the number of

outlets necessary to sell the Initial Total Volume. [For example, **]

(3) Subtract the number of Direct Served Outlets determined pursuant to the

calculation in (2) from the number of Initial Recalculated Base Outlets. [For

example, **]

(4) Multiply the number, if any, of Direct Served Outlets determined pursuant

to the

calculation in Paragraph (3) by the New Site Brand Fee. [For example, **]

(5) Add the product, if any, determined pursuant to Paragraph (4) to the Initial

Base Brand Fee [For example, **]

(6) To the sum resulting from the calculation in Paragraph (5), add the product of the

number of Rebranded BFA Holder Outlets as of the Recalculation Date, multiplied

by the New Site Brand Fee, and the resulting sum shall be the Recalculated Base

Brand Fee. [For example, **]

“Recalculated Base Outlets” means, for the 11th year of this Agreement, the Initial

Recalculated Base Outlets. For each subsequent year during the remaining Term of this

Agreement, “Recalculated Base Outlets” shall mean the greater of (i) the Recalculated Base

Outlets (under this definition) for the immediately prior year, and (ii) the Initial Recalculated

Base Outlets plus the cumulative number of Direct Served Outlets added under this

Agreement from the Recalculation Date up to the Annual Recalculation Date, minus the

cumulative number of Closed Direct Served Outlets from the Recalculation Date up to the

Annual Recalculation Date.

Thirty (30) days prior to each anniversary of the Effective Date, BFA Holder shall deliver to

ExxonMobil a statement showing the adjustment to the Recalculated Base Outlets as of the

Annual Recalculation Date along with supporting documentation. ExxonMobil shall have the

right to review and approve the adjustment to the Recalculated Base Outlets. Any dispute

between the parties hereto relating to the adjustment shall be resolved in accordance with

Section 39 of this Agreement, without regard to the amount in controversy limitation set forth

in Section 39(b)(i).

“Recalculated Total Volume” means the total volume of Product sold in the aggregate by all

Direct Served Outlets for the twelve (12) month period prior to the Recalculation Date.

“Recalculation Date” means the last day of the month in the month that is three months prior

to the tenth (10th) anniversary of the Effective Date.

(iii) If a Direct Served Outlet that sold Products at any time within three (3) years

(provided, however, that any sale of Exxon-branded motor fuels prior to June 1, 2011 shall be

disregarded) prior to becoming a Direct Served Outlet has been added pursuant to the terms of

this Agreement as of any Annual Recalculation Date, then in addition to the 10 Year Brand

Fee or Adjusted Brand Fee, as may be applicable, BFA Holder shall pay to ExxonMobil an

annual fee in an amount equal to $** for each such Direct Served Outlet during each of the

first two (2) full years of the Term during which such site is subject to this Agreement, such

amount to be paid in accordance with Section 8 below. Notwithstanding the foregoing, BFA

Holder shall not be required to pay to ExxonMobil such additional fees for any Direct Served

Outlet that became a Direct Served Outlet as a result of BFA Holder’s acquisition of a

branded wholesaler that previously supplied Products to such Direct Served Outlet, whether

by merger or by acquisition of all of the branded wholesaler’s stock or substantially all of its

assets.

Thirty (30) days prior to each anniversary of the Effective Date, BFA Holder shall deliver to

ExxonMobil a statement showing the adjustment to the number of Direct Served Outlets as of

the Annual Recalculation Date. ExxonMobil shall have the right to review and approve the

adjustment to the number of Direct Served Outlets. Any dispute between the parties hereto

relating to the adjustment shall be resolved in accordance with Section 39 of this Agreement,

without regard to the amount in controversy limitation set forth in Section 39(b)(i).

(b) BFA Holder’s Sub-Jobber Business. With respect to the Sub-Jobber Outlets, the “Brand Fee”

during the Term of this Agreement shall equal the amount calculated under Section 7(b)(i). In

addition, BFA Holder shall pay to ExxonMobil the fees described in Section 7(b)(ii) and

Section 7(b)(iii).

For purposes of this Section 7(b), “Annual Recalculation Date” means the date which is sixty (60) days

prior to each anniversary of the Effective Date.

(i) During the first full year of the Term of this Agreement, BFA Holder shall pay to

ExxonMobil a fee for each Sub-Jobber Outlet added pursuant to the terms of this Agreement

upon the addition of such Sub-Jobber Outlet equal to $** times the number of months

(including any partial month) remaining in the first full year of the Term, divided by twelve

(12). During the remaining fourteen (14) years of the Term of this Agreement, BFA Holder

shall pay to ExxonMobil an annual fee on each anniversary of the Effective Date in an amount

equal to $** times the number of Sub-Jobber Outlets existing as of the immediately preceding

Annual Recalculation Date.

(ii) If a Sub-Jobber Outlet has been added pursuant to the terms of this Agreement as of

any Annual Recalculation Date that resulted from the assignment by ExxonMobil to BFA

Holder of an existing branded wholesaler agreement, then in addition to the Brand Fee

calculated pursuant to Section 7(b)(i), BFA Holder shall pay to ExxonMobil on each

anniversary of the Effective Date a one-time fee in amount equal to $** for each such Sub-

Jobber Outlet added as of the immediately preceding Annual Recalculation Date.

(iii) If a Sub-Jobber Outlet that sold Products at any time within three (3) years

(provided, however, that any sale of Exxon-branded motor fuels prior to June 1, 2011 shall be

disregarded) prior to becoming a Sub-Jobber Outlet has been added pursuant to the terms of

this Agreement as of any Annual Recalculation Date, then in addition to the Brand Fee

calculated pursuant to Section 7(b)(i), BFA Holder shall pay to ExxonMobil an additional

annual fee in an amount equal to $** for each such Sub-Jobber Outlet during each of the first

two (2) full years of the Term during which such site is subject to this Agreement, such

amount to be paid in accordance with Section 8 below. Notwithstanding the foregoing, BFA

Holder shall not be required to pay to ExxonMobil such additional fees for any Sub-Jobber

Outlet that (a) was assigned to BFA Holder by ExxonMobil, if the fee payable pursuant to

Section 7(b)(ii) has already been paid to ExxonMobil or (b) became a Sub-Jobber Outlet as a

result of BFA Holder’s acquisition of a branded wholesaler that indirectly supplied Products

to such Sub-Jobber Outlet, whether by merger or by acquisition of all of the branded

wholesaler’s stock or substantially all of its assets.

Thirty (30) days prior to each anniversary of the Effective Date, BFA Holder shall deliver to

ExxonMobil a statement showing the adjustment to the number of Sub-Jobber Outlets as of

the Annual Recalculation Date along with supporting documentation. ExxonMobil shall have

the right to review and approve the adjustment to the number of Sub-Jobber Outlets. Any

dispute between the parties hereto relating to the adjustment shall be resolved in accordance

with Section 39 of this Agreement, without regard to the amount in controversy limitation set

forth in Section 39(b)(i).

summary that details the volume of Product sold by each BFA Holder Branded Outlet for the

immediately preceding calendar year. The form, content, and supporting documentation shall be as

specified by ExxonMobil from time to time. ExxonMobil, in its sole discretion, shall have the right to

audit BFA Holder’s records (as well as any applicable Franchisee Dealer records) at any time for the

purpose of verifying Product volume. BFA Holder agrees to fully cooperate, and to cause each

Franchise Dealer to fully cooperate, with any audit request.

PAYMENT AND CREDIT.

(a)

Unless ExxonMobil notifies BFA Holder otherwise, BFA Holder will pay ExxonMobil in

United States dollars for any fee by electronic funds transfer at the time ExxonMobil

designates and BFA Holder will execute the agreement attached as Exhibit 6. Each monthly

brand fee payment described in Section 7 above shall be paid to ExxonMobil in advance. The

first such payment shall be made on the Effective Date and shall be prorated to reflect the

number of days remaining in the month during which the Effective Date occurs. Payments of

brand fees relating to each

subsequent month during the Term shall be made on the 15

day of each month immediately

preceding the month to which such brand fee applies (for example, brand fees for March 2010

operations shall be paid by BFA Holder to ExxonMobil no later than February 15, 2010). In

the event any payment date is not a Business Day, then the payment shall be made on the prior

Business Day. In addition, on the Effective Date, BFA Holder shall pay to ExxonMobil for

each BFA Holder Branded Outlet that is participating (or has participated) in the BIP (as

defined in Section 19(d)(1)) an amount equal to the lesser of (i) the total amount of financial

assistance that ExxonMobil has paid under the BIP (whether through a direct payment, set-off,

credit or other indirect payment) with respect to such retail outlet times (the number of days

remaining in the branding obligation with respect to such retail outlet divided by the total

number of days of the branding obligation with respect to such retail outlet) and (ii) the

compensatory dollar amount collectable as of the Effective Date with respect to such retail

outlet in the event of a default under the BIP. Notwithstanding the foregoing, BFA Holder

agrees that ExxonMobil has the ongoing right to periodically give BFA Holder notice of a

different method, time, or place of payment.

(b)

In the event ExxonMobil does not receive payment on or before the due date, ExxonMobil

may impose, and BFA Holder will pay, a late payment charge for each day that passes

between the due date and the date ExxonMobil receives payment. This late payment charge

will be in addition to ExxonMobil’s other remedies, and will not exceed the lesser of: (A) the

maximum allowed by law, or (B) a fixed rate that may vary from state to state in

ExxonMobil’s sole discretion, but that will not be less than eighteen percent (18%) per annum

prorated over the period that credit is outstanding; and

(c)

ExxonMobil has the right, but not the obligation, to offset any amounts owed by BFA Holder

or any of its Affiliates to ExxonMobil or any of its Affiliates against any amounts owed by

ExxonMobil or any of its Affiliates to BFA Holder or any of its Affiliates, whether arising

from charges under this Agreement, or arising under any other agreement or business

transaction between the BFA Holder or any of its Affiliates and ExxonMobil and/or any of its

Affiliates.

(d)

If requested by ExxonMobil, BFA Holder shall provide to ExxonMobil and maintain security

in an amount not to exceed three (3) months of the Brand Fees calculated pursuant to

Section 7 and in such forms, in either case as ExxonMobil may specify in its sole discretion

(“Security”), including without limitation a letter of credit, cash deposit, or assignment,

mortgage or pledge of cash, savings accounts or real estate or other collateral which is

acceptable to ExxonMobil. ExxonMobil may use, without prior notice or demand, any or all

of the Security to set off or satisfy all or any part of any indebtedness or obligation of BFA

Holder to ExxonMobil or its Affiliates whether arising under this Agreement, any other

agreement or from any other business transaction between the parties. If ExxonMobil uses

any Security to satisfy all or any part of any such indebtedness or obligation, BFA Holder

shall immediately provide ExxonMobil with additional security, as directed by ExxonMobil,

to replace the Security used by ExxonMobil. Following non-renewal or termination of this

Agreement and the Franchise Relationship, ExxonMobil shall return to BFA Holder, in

accordance with ExxonMobil’s procedures then in effect, any remaining portion of the

Security not required to satisfy all or any part of any indebtedness or other obligation of BFA

Holder to ExxonMobil or its Affiliates howsoever arising. At ExxonMobil’s request at any

time during the Term, BFA Holder shall execute and deliver to ExxonMobil a security

agreement, financing statement, mortgage, deed of trust or other documentation as

ExxonMobil may specify in such form and with such terms as ExxonMobil may specify, to

establish or perfect ExxonMobil’s security interest in the Security.

CARD ADMINISTRATION.

(a)

ExxonMobil may issue branded credit cards (“ExxonMobil Cards”) and process and pay for

ExxonMobil Card sales tickets submitted to ExxonMobil in accordance with the terms of the

applicable card guide. ExxonMobil may authorize third party issuers (“Third Party Issuer(s)”)

to issue ExxonMobil Cards and other cards and process and pay BFA Holder for ExxonMobil

Cards and other card sales tickets submitted to Third Party Issuer(s) in accordance with the

terms of an applicable card guide or agreement. ExxonMobil has the right, but not the

obligation, to change at

any time its methods or terms of issuing, or authorizing the issuance of, ExxonMobil Cards

and other cards and its methods or terms of processing and paying, or authorizing the

processing and payment of, ExxonMobil Cards and other card sales tickets. Nothing in this

Agreement obligates ExxonMobil or Third Party Issuer(s) to issue ExxonMobil Cards and

other cards or to process for payment ExxonMobil Cards and other card sales tickets.

(b)

BFA Holder agrees to be bound by and comply with all terms and conditions of any card

guide or agreement under which ExxonMobil or Third Party Issuer(s) agrees to process and

pay for ExxonMobil Cards and other card sales tickets. The terms of such card guide or

agreement may be amended and/or supplemented at any time by ExxonMobil or Third Party

Issuer(s).

(c)

If Third Party Issuer(s) agrees to pay BFA Holder for ExxonMobil Card or other card sales

tickets submitted for payment in accordance with the terms of the applicable card guide or

agreement, BFA Holder will look solely to Third Party Issuer(s) and not to ExxonMobil for

such payment. Should ExxonMobil elect to (or otherwise) pay all or any portion of any card

sales ticket charged back by Third Party Issuer(s) to BFA Holder, upon demand from

ExxonMobil, BFA Holder shall immediately reimburse ExxonMobil for any such payments

made by ExxonMobil.

(d)

ExxonMobil has the right, but not the obligation, to offset any amounts owed by ExxonMobil

or any of its Affiliates to BFA Holder or any of its Affiliates against any amounts owed by

BFA Holder or any of its Affiliates to ExxonMobil or any of its Affiliates, whether arising

under this Agreement, any other agreement or from any other business transaction between

the parties or any of their Affiliates. ExxonMobil has the right, but not the obligation, to

instruct a Third Party Issuer(s) to pay ExxonMobil rather than BFA Holder for ExxonMobil

Card and other card sales tickets submitted by BFA Holder to Third Party Issuer(s), to apply

against the payment of any amounts owed by BFA Holder to ExxonMobil whether arising

under this Agreement, any other agreement or from any other business transaction between

the parties.

(e)

If BFA Holder requests ExxonMobil or Third Party Issuer(s) to accept assignment of credit or

debit card tickets from and make return payment directly to any Franchise Dealers, and

ExxonMobil or Third Party Issuer(s) agrees, in its sole discretion, to accept such assignments,

BFA Holder agrees that such assignments shall be treated for all purposes as if assigned

directly by BFA Holder, charge-backs of reassigned credit or debit sales tickets received from

such Franchise Dealers shall be the responsibility of BFA Holder, and that such charge-backs

may be deducted from sums owed by ExxonMobil or Third Party Issuer(s) to BFA Holder.

(f)

If BFA Holder or a Franchised Dealer accepts credit or debit cards in payment for any sales of

any goods or services, then BFA Holder shall comply with and shall require all such

Franchised Dealers to comply with all industry standard card security procedures, specifically

including but not limited to (i) the Payment Card Industry Data Security Standards (PCI),

(ii) the security standards and requirements imposed on merchants by the VISA Operating

Rules, (iii) the security standards and requirements imposed on merchants by the MasterCard

Operating Rules, (iv) the security standards and requirements imposed on merchants by

American Express Travel Related Services Company, Inc., and its parents, subsidiaries and

affiliates, and (v) the security standards and requirements imposed on merchants by DFS

Services LLC and its parents, subsidiaries and affiliates. The foregoing duty is in addition to

any duties that BFA Holder may have under an applicable card guide or agreement pursuant to

subsection (a) above. In addition to all other duties to indemnify, BFA Holder will indemnify,

defend, and hold harmless ExxonMobil from and against all causes of action, costs, expenses,

fees, assessments, reimbursements, fines, penalties and/or losses of whatsoever nature and

howsoever arising that result directly or indirectly from BFA Holder’s failure or alleged

failure to comply with the requirements of this subsection.

10.

TAXES.

ExxonMobil is not responsible for payment of any taxes, fees or other charges, whether or not of the

same class or kind as those listed below, whenever imposed or assessed, that any federal, state, county

or local laws, statutes, ordinances, codes, regulations, rules, orders, or permits (now in effect or

hereafter amended

or enacted) directly or indirectly require to be collected or paid

related in any manner to the Base

Product or additives that BFA Holder acquires.

These charges include, without limitation (a) duty

taxes; (b) sales taxes; (c) excise taxes; (d) taxes on or measured by income, and (e) taxes on or

measured by gross receipts.

11.

FAILURE TO PERFORM.

(a)

Any delays in or failure of performance of either party hereto shall not constitute default

hereunder or give rise to any claims for damages if and to the extent that such delay or failure

is caused by occurrences beyond the control of the party affected, including, but not limited

to, acts of God or the public enemy; expropriation or confiscation of facilities; compliance

with any order or request of any governmental authority; acts of war, terrorism, rebellion or

sabotage or damage resulting therefrom; embargoes or other import or export restrictions;

fires, floods, explosions, accidents, or breakdowns; riots; strikes or other concerted acts of

workers, whether direct or indirect; inability to obtain necessary industrial supplies, energy, or

equipment; or any other causes whether or not of the same class or kind as those specifically

above named which are not within the control of the party affected and which, by the exercise

of reasonable diligence, said party is unable to prevent or provide against; provided that such

causes shall exclude specifically changes in the national or world economy or financial

markets or changes in general economic conditions or the economic conditions of the party

failing to perform. A party whose performance is affected by any of the causes set forth in the

preceding sentence shall give prompt written notice thereof to the other party. Neither party

hereto shall be obligated to settle strikes, differences with workmen or government claims by

acceding to any demands when in the discretion of the party whose performance is interfered

with, it would be inadvisable to accede to such demands.

(b)

Nothing in this Section shall excuse BFA Holder from making payment when due for all

charges under this Agreement.

(c)

ExxonMobil shall be under no obligation to furnish additives hereunder at any time. BFA

Holder accepts full responsibility for all death or injury to any person or loss or damage to any

property in any way resulting from BFA Holder’s failure to provide premises and/or

equipment, (including without limitation tanks and transportation equipment), safe and fit for

the storage or handling of motor fuel products containing such additives, whether such failure

is known or unknown to ExxonMobil or ExxonMobil’s representative, and BFA Holder

indemnifies and holds ExxonMobil and any of its Affiliates harmless with respect to any such

death, injury, loss and/or any cause of action arising therefrom.

12.

NEW OR CHANGED REGULATIONS.

The parties are entering into this Agreement in reliance on the federal, state, county and local laws,

statutes, ordinances, codes, regulations, rules, orders, permits and arrangements with governments or

governmental instrumentalities (hereinafter called “Regulations”) in effect on the date of execution of

this Agreement by ExxonMobil affecting the distribution of Product, provided for under this

Agreement insofar as said Regulations affect BFA Holder, ExxonMobil or ExxonMobil’s Affiliates or

suppliers. If the effect of any change in any Regulation or of any new Regulation (a) is not covered by

any other provision of this Agreement, and (b) in the affected party’s judgment, either (1) has an

adverse effect upon the party (or if ExxonMobil, upon ExxonMobil’s Affiliates or suppliers) or

(2) increases the risk to the affected party of performance under this Agreement, the affected party may

request re-negotiation of the terms of this Agreement. Such right to request re-negotiation or, upon

failure to agree, to terminate, shall without limitation also be available to ExxonMobil if Regulations:

(a)

Regulate the brand fee provided for in this Agreement; and/or

(b)

Affect ExxonMobil’s liability.

ExxonMobil has the right, at its discretion, to terminate this Agreement on written notice, effective

ninety (90) days after a request for re-negotiation, if the re-negotiation is not satisfactorily completed.

13.

MARKET DEVELOPMENT AND REPRESENTATION.

(a)

A primary business purpose of ExxonMobil is to optimize effective and efficient distribution

and representation of Products through planned market and image development. In

furtherance of this business purpose, BFA Holder and ExxonMobil agree as follows:

(1)

While it is not a requirement of this Agreement, ExxonMobil believes that it is

important for BFA Holder to have, and periodically update, a market development

plan. The plan should provide for the selection and acquisition, or otherwise securing

by BFA Holder for the purposes of branding under this Agreement, of “strategic

sites” (as defined from time to time by ExxonMobil) as BFA Holder Branded

Outlets, and should provide for the development of optimal facilities, effective

operating practices, and the necessary financial and management resources necessary

to comply with all provisions of this Agreement.

(2)

Unless pursuant to specific prior written authorization from ExxonMobil, BFA

Holder shall not, directly or indirectly, sell or supply, or cause to be sold or supplied,

Products to any person or entity then currently having a PMPA Franchise Agreement

directly with ExxonMobil or any of its Affiliates, which Franchise Agreement

pertains to a specific retail outlet(s). The reference to “entity” in the preceding

sentence shall be deemed to include any other entity owned or controlled by the

person or entity having the aforementioned PMPA Franchise Agreement directly

with ExxonMobil or any of its Affiliates. An example of an entity having a PMPA

Franchise Agreement pertaining to a specific retail outlet is a “direct served dealer”.

(3)

Unless pursuant to specific prior written authorization from ExxonMobil, BFA

Holder shall not, directly or indirectly, sell or supply, or cause to be sold or supplied,

any Products to any retail outlet(s) other than BFA Holder Branded Outlets.

(b)

BFA Holder shall cause all BFA Holder Branded Outlets to meet the following minimum

facility/product/service requirements (unless such compliance will result in the BFA Holder or

Franchise Dealer, as the case may be, being in breach of any federal, state, county or local

laws, statutes, ordinances, codes, regulations, rules, orders, or permits) or BFA Holder shall

lose the right to use or display Proprietary Marks or to grant to its Franchise Dealers the right

to use or display Proprietary Marks at any BFA Holder Branded Outlet(s) failing to meet these

requirements:

(1)

Paved driveways with safe and good ingress and egress; and

(2)

Permanent building which is structurally sound and complies with all fire, building

and zoning codes and ordinances; and

(3)

Clean premises free of debris, trash, and fire hazards; and

(4)

Modern restrooms for men and women available to the general public; and

(5)

Offer, at the Operated Mobil Branded Outlets and the Franchised Mobil Branded

Outlets, all grades of Mobil-branded motor gasoline that may be in the Mobil product

slate, and, at the Operated Exxon Branded Outlets and the Franchised Exxon Branded

Outlets, all grades of Exxon-branded motor gasoline that may be in the Exxon

product slate, each such slate as may be set by ExxonMobil and its Affiliates from

time to time (consisting of three (3) grades each for the Mobil product slate and the

Exxon product slate as of the Effective Date); and

(6)

Posting, at all times, of actual motor fuel prices, in numerals, in price sign systems

(approved by ExxonMobil in its sole discretion) located on the premises of the BFA

Holder Branded Outlet(s); and

(7)

Compliance, as to each site, no later than the earlier of (A) the completion of any

Demolish and Rebuild or other site improvement work reasonably expected to

require an investment by BFA Holder or any Franchise Dealer of $100,000 or more

and (B) the fifth anniversary of the Effective Date, with all applicable standards as

described in Exhibit 7 (“Facility Requirements”), which is incorporated herein and

made a part of this Agreement.

14.

SERVICES BY EXXONMOBIL.

(a)

ExxonMobil may at its sole discretion, from time to time, make available to BFA Holder, or

assist BFA Holder in obtaining, the following:

(1)

Standard plans, specifications, equipment, decor and signs identified with Exxon or

Mobil-branded, as the case may be, retail outlets as ExxonMobil makes available to

Traditional Wholesalers from time to time; and

(2)

Guidelines and materials to assist BFA Holder in providing its employees,

contractors and Franchise Dealers and their employees and contractors franchise-

management training as ExxonMobil makes available to Traditional Wholesalers

from time to time; and

(3)

Periodic individual or group advice, consultation, data and other services as

ExxonMobil may deem necessary or appropriate.

(b)

At any time or from time to time, ExxonMobil may add, discontinue or change any of the

services under Section 14(a) and may impose conditions or criteria for the availability to BFA

Holder of any of such services. ExxonMobil may have all or a portion of any services

provided by persons designated by ExxonMobil. From time to time, ExxonMobil may charge

BFA Holder fees, or require BFA Holder to pay fees to ExxonMobil’s third party

designee(s) in consideration for providing the services set out in Section 14(a).

15.

PROMOTION OF PRODUCTS.

(a)

BFA Holder agrees to diligently promote and cause its Franchise Dealers to diligently

promote the sale of Products, including through advertisements, all in accordance with the

terms of this Agreement. BFA Holder hereby acknowledges and agrees that, notwithstanding

anything set forth herein to the contrary, to insure the integrity of ExxonMobil trademarks,

products and reputation, ExxonMobil shall have the authority to review and approve, in its

sole discretion, all forms of advertising and sales promotions that will use media vehicles for

the promotion and sale of any product, merchandise or services, in each case that (i) uses or

incorporates any Proprietary Mark or (ii) relates to any Business operated at a BFA Holder

Branded Outlet. Furthermore, for any significant advertising campaign, sponsorship and/or

promotion, BFA Holder shall submit in advance to ExxonMobil or its designee, for its written

approval, all materials prepared by or for BFA Holder. These materials may include, but are

not limited to, any media (including TV, radio, internet or print), professional or collegiate

sports affiliations, and cultural or civic sponsorships that would have regional or national

reach and are associated with any ExxonMobil brand, whether directly or

indirectly. Approval will be granted (or not) within ten (10) business days from

ExxonMobil’s receipt of a request from BFA Holder. If no written approval is received from

ExxonMobil within the applicable ten-business-day period, then the request shall be deemed

denied. BFA Holder shall expressly require all Franchise Dealers to (a) agree to such review

and control by ExxonMobil and (b) comply with the notice requirements set forth in this

Section. BFA Holder shall be responsible for compliance (both by BFA Holder and by its

Franchise

Dealers) with any and all applicable federal, state, county or local advertising laws, statutes,

ordinances, codes, regulations, rules, orders, or permits.

(b)

In promoting the Products and developing markets under this Agreement (including in the use

of business cards and business stationary), (i) BFA Holder, in its role as branded wholesaler,

shall identify itself appropriately as an “Exxon-authorized branded wholesaler” or a “Mobil-

authorized branded wholesaler,” as the case may be, and only as such and (ii) BFA Holder, in

its role as dealer, and each Franchise Dealer shall identify itself as an “Exxon-authorized

dealer” or a “Mobil-authorized dealer,” as the case may be, and only as such.

16.

CUSTOMER SERVICE AND COMPLAINTS.

(a)

While using any Proprietary Marks, BFA Holder agrees:

(1)

To render appropriate, prompt, efficient, and courteous service at each Operated

Branded Outlet to BFA Holder’s customers, to respond expeditiously to all

complaints of such customers, making fair adjustment when appropriate, and

otherwise conduct BFA Holder’s business in a fair and ethical manner and maintain

the Operated Branded Outlets in a manner which will foster customer acceptance of

and desire for the Products sold hereunder; and

(2)

To provide sufficiently qualified and neatly dressed personnel in ExxonMobil

approved uniforms (e.g., standard ExxonMobil uniform or BFA Holder proprietary

C-Store brand uniform) at all Operated Branded Outlets as appropriate to render first

class service to customers; and

(3)

To keep restrooms clean, orderly, sanitary and adequately furnished with restroom

supplies; and

(4)

To assist in maintaining a high level of customer acceptance of Proprietary Marks by

keeping the Operated Branded Outlets’ premises open for dispensing of the Products

during such hours each day and days a week as are reasonable considering customer

convenience, competitive conditions and economic consequences to BFA Holder.

(b)

BFA Holder also agrees that, as to any of its Franchise Dealers, BFA Holder will include in its

arrangements with such Franchise Dealers the undertakings provided in this Section in respect

of each Franchised Branded Outlet and will undertake the enforcement thereof. BFA Holder

further agrees that ExxonMobil may revoke the right of BFA Holder to display Proprietary

Marks at any Operated Branded Outlet(s), or to permit the display of Proprietary Marks at any

Franchised Branded Outlet(s) which, after notice by ExxonMobil to BFA Holder to cure,

continues to be in violation of this Section.

17.

TRAINING.

During the Term, the BFA Holder, if an individual, or its designated Key Person (or a designee of such

Key Person acceptable to ExxonMobil), shall attend and satisfactorily complete an initial franchise-

management training program as may be designated by ExxonMobil. BFA Holder shall pay all

expenses incurred, directly or indirectly, by BFA Holder in connection with attendance and

participation in said training program, including, without limitation, costs and expenses of

transportation, lodging, meals, wages and employee benefits. BFA Holder shall also pay to

ExxonMobil, or any ExxonMobil designee, reasonable fees or charges that ExxonMobil, or such

designee, may impose from time to time and relating to such training program.

18.

TECHNOLOGY AND COMMUNICATIONS.

BFA Holder acknowledges that the use of current technology and communications systems in the

operation of the Businesses is of critical importance. BFA Holder further acknowledges that

technology and

communications systems are expected to change over time requiring periodic addition, replacement, or

updating of equipment or systems used in the Businesses.

19.

EXISTING FRANCHISE DEALER AGREEMENTS; NEW BFA HOLDER BRANDED

OUTLETS.

(a)

BFA Holder shall enter into a written agreement with each Franchise Dealer. The agreement

must:

(1)

Be consistent with this Agreement; and

(2)

Require the Franchise Dealer’s commitment to the Core Values; and

(3)

Impose on each Franchise Dealer the requirements and obligations as specified in

this Agreement, including without limitation, complying with the minimum image

requirements, complying with the insurance requirements, and allowing entry to its

respective Franchised Branded Outlet(s) for the purposes specified in this

Agreement.

(b)

If on the Effective Date a Franchised Branded Outlet is covered by an existing agreement

between the Franchise Dealer and BFA Holder that does not conform to Section 19(a) BFA

Holder shall, in respect to that Franchise Dealer:

(1)

Require compliance with the provisions of this Agreement to the full extent allowed

by the existing agreement during its term; and

(2)

Use best efforts to have that Franchise Dealer enter into an agreement in compliance

with Section 19(a) as soon as reasonably possible; and

(3)

In any event, upon the expiration or other termination of any such existing

agreement, enter into a new agreement with that Franchise Dealer only in accordance

with Section 19(a).

(c)

BFA Holder shall cause each BFA Holder Branded Outlet to be operated in strict compliance

with this Agreement upon the following timing:

(1)

For all BFA Holder Branded Outlets previously approved by ExxonMobil, or any of

its Affiliates, under a previous PMPA Franchise Agreement, within a reasonable time

not to exceed ninety (90) days from the Effective Date unless:

(i)

A written policy of ExxonMobil from time to time provides for an

additional compliance period; or

(ii)

Section 19(c)(3) applies.

(2)

For all BFA Holder Branded Outlets approved by ExxonMobil under Section 2(e) on

or after the Effective Date, a reasonable period, not to exceed ninety (90) days from

the date of ExxonMobil’s approval of that retail outlet; and

(3)

For all Franchised Branded Outlets covered by existing non-conforming agreements

under Section 19(b), a reasonable period of time, not to exceed ninety (90) days,

from the date of the expiration or other termination of that agreement.

(d)

(1)

BFA Holder acknowledges and agrees that ExxonMobil shall be entitled, in its sole

discretion, to assign to BFA Holder existing branded wholesaler agreements between

ExxonMobil and its branded wholesalers. In the event that ExxonMobil elects to

assign an existing branded wholesaler agreement to BFA Holder, BFA Holder shall

assume and accept all of ExxonMobil’s rights and obligations under any such

branded wholesaler agreement arising after the assignment thereof to BFA Holder

and all retail outlets subject to the branded wholesaler agreement shall thereafter

become Sub-Jobber Outlets subject to the terms and conditions of this

Agreement. BFA Holder acknowledges and agrees that certain retail outlets subject

to branded wholesaler agreements with ExxonMobil that may be assigned to BFA

Holder are participants in one or more of ExxonMobil’s imaging incentive programs,

which includes, but is not limited to: Brand Incentive Program, Modernization

Assistance Program, Image Enhancement Program, Brand Growth Program, and the

Image Program of Mobil Oil Corporation (all hereby known as the “BIP”), and that

Purchaser shall assume all of ExxonMobil’s obligations with respect to the BIP at

any such retail outlet that participates in the BIP as of the date of assignment of the

branded wholesaler agreement from ExxonMobil to BFA Holder. In addition,

subject to Section 19(d)(2) below, for each retail outlet subject to a branded

wholesaler agreement that ExxonMobil assigns to BFA Holder that is participating in

the BIP, BFA Holder shall pay to ExxonMobil on the date of, and immediately prior

to, the assignment an amount equal to **.

(2)

In the event that ExxonMobil elects to assign an existing branded wholesaler

agreement to BFA Holder and the average annual throughput volume for all of the

retail sites subject to that branded wholesaler agreement are less than 600,000 gallons

on a trailing twelve month basis, then ExxonMobil and BFA Holder shall discuss and

come to mutually agreeable terms on the amount for which BFA Holder shall be

required to pay ExxonMobil with respect to financial assistance that ExxonMobil has

paid under the BIP.

20.

INSURANCE REQUIREMENTS.

(a)

During the Term, in addition to any other insurance or surety bonding required by applicable

federal, state, county or local laws, statutes, ordinances, codes, regulations, rules, orders, or

permits, BFA Holder will carry and maintain in full force and effect, with companies

satisfactory to ExxonMobil, solely at BFA Holder’s expense, and in a form satisfactory to

ExxonMobil:

(1)

Comprehensive

Commercial General Liability insurance including, but not limited

to, coverage for the sale of motor fuel products and lubricants (including the

Products), operation of the Businesses, retail motor fuel stores and the premises at

each Operated Branded Outlet, garage liability (if applicable) completed operations

and

contractual liabilities, with minimum policy

limits of two million dollars

($2,000,000) providing coverage for injury, death or property damage resulting from

each occurrence. In the event BFA Holder has alcoholic beverages for sale at any

Operated Branded Outlet, the insurance policy will be endorsed to include coverage

with minimum policy limits of one million dollars ($1,000,000) for liabilities arising

out of the dispensing or selling of alcoholic beverages including, without limitation,

any liabilities imposed by a dram shop or alcoholic beverage control act.

(2)

Business Auto Liability insurance coverage for operation of vehicles hired, owned or

non-owned with minimum policy limits of two million dollars ($2,000,000),

including the MCS-90 endorsement or other acceptable evidence of financial

responsibility as required by the Motor Carrier Act of 1980 and the Pollution

Liability Broadened Coverage endorsement, providing coverage for injury, death or

property damage resulting from each occurrence. Business Auto coverage with

appropriate endorsements is required if any motor vehicles, including, without

limitation, fuel delivery vehicles and tow vehicles, are used in the operation of any of

the Businesses.

(3)

Garagekeepers Legal Liability insurance (if any of the Operated Branded Outlets

include

service bays) including but not limited to, coverage for fire, theft, riot, vandalism and

collision with limits of at least fifty thousand dollars ($50,000) for each occurrence.

(4)

Workers Compensation and Employers Liability insurance for all BFA Holder’s

employees engaged in performing services or similar social insurance, where

required by federal, state, county or local laws, statutes, ordinances, codes,

regulations, rules, orders, or permits which may be applicable to BFA Holder’s

employees with a waiver of subrogation and/or contribution against ExxonMobil

where such waiver is permitted by federal, state, county or local laws, statutes,

ordinances, codes, regulations, rules, orders, or permits.

(5)

Environmental impairment insurance coverage with policy limits of at least one

million dollars ($1,000,000) on a continuous and uninterrupted basis insuring BFA

Holder for environmental legal liabilities arising out of, but not limited to, the sale of

motor fuel products and lubricants, ownership and operation of the Businesses, retail

motor fuel stores and the premises at each Operated Branded Outlet.

(b)

BFA Holder may meet its obligations under this Agreement for environmental impairment

insurance coverage for underground storage tanks under Section 20(a)(5) by participation in

an Environmental Protection Agency (“EPA”) approved state financial assurance fund or

other EPA-approved method to demonstrate financial responsibility or by satisfying any of the

other financial assurance test requirements of the EPA’s Financial Responsibility Regulations

(40 CFR Part 280). Upon request by ExxonMobil, BFA Holder shall promptly furnish

ExxonMobil with documentation satisfactory to ExxonMobil evidencing:

(1)

BFA Holder’s participation in a state approved financial assurance fund or other

EPA-approved method to demonstrate financial responsibility; or

(2)

Compliance with the EPA’s financial assurance test requirements.

If at any time BFA Holder ceases participating in an approved state financial assurance fund

or other EPA-approved method to demonstrate financial responsibility or stops meeting the

EPA’s financial assurance test requirements, as the case may be, BFA Holder promptly shall

obtain the insurance required under Section 20(a)(5) and provide ExxonMobil with evidence

of insurance in accordance with Section 20(a)(5). The term “underground storage tank”

includes all piping, lines and

accessories connected to or made a part of a petroleum

underground storage tank.

(c)

ExxonMobil may from time to time require BFA Holder, and/or cause BFA Holder to require

any of its Franchise Dealers, to carry additional types and amounts of insurance coverage,

including modifications to existing insurance under this Section, as ExxonMobil considers

reasonable in the circumstances.

(d)

Each policy of insurance described in this Section 20 shall name ExxonMobil Oil Corporation

as additional insured (except Workers Compensation and Employers Liability) and shall be

primary as to all other policies that may provide coverage. BFA Holder shall pay, and shall

cause its Franchise Dealers to pay, all premiums and assessments charged for the insurance

policy or policies when due.

(e)

BFA Holder shall comply, and cause its Franchise Dealers to comply, with all policy terms

and conditions and the directions of the insurance carrier, its ratings bureau and the National

Fire Protection Association. BFA Holder, or its Franchise Dealer(s) as the case may be, shall

bear all claims, losses or damages that are not recoverable from BFA Holder’s, or the

Franchise Dealer’s, as the case may be, insurers due to the application of a deductible clause

or to BFA Holder’s, or

the Franchise Dealer’s, failure to observe the terms and conditions of the insurance

coverage. BFA Holder shall indemnify and defend ExxonMobil for all these unrecoverable

claims, losses or damages, including without limitation any arising from Franchise

Dealers. Without limiting the general requirements of this Section 20, ExxonMobil may reject

any policies which contain deductibility clauses, conditions or exclusions, or that are

underwritten by insurance companies, that are unacceptable in ExxonMobil’s reasonable

determination. Upon rejection of a policy, BFA Holder promptly shall procure, and cause its

Franchise Dealer(s) to promptly procure, a policy with provisions and by an underwriter

reasonably acceptable to ExxonMobil. ExxonMobil’s receipt or acceptance of any policy or

evidence of insurance is not a waiver by ExxonMobil of any requirement under this

Section 20 or of its right to reject the policy as unacceptable and does not affect BFA

Holder’s, or its Franchise Dealer’s as the case may be, liability for claims, losses or damages

that are or would have been covered by BFA Holder’s, or such Franchise Dealer’s, full

compliance with this Section 20.

(f)

During the Term, each insurance policy and certificate of insurance of BFA Holder must

specify the insurance will not be terminated, canceled or materially changed without ten

(10) days’ prior written notice to ExxonMobil. If a policy or policies is/are terminated,

canceled or materially changed, BFA Holder shall promptly, prior to the termination,

cancellation or change of that policy, procure a new or substitute policy containing at least the

same coverage as the previous policy. The new policy must begin coverage prior to the

expiration of the previous policy or prior to the effective date of the material change, as

applicable. BFA Holder shall cause all of its Franchise Dealers to comply with this

Section 20(f) with respect to each insurance policy and certificate of insurance.

(g)

Prior to the Effective Date, and at any time upon request by ExxonMobil, BFA Holder shall

furnish to ExxonMobil, or its representative, certificates of insurance, specifying the types and

amounts of coverage in effect, expiration dates, confirmation that each policy complies with

the requirements of this Section (or the relevant section of BFA Holder’s franchise agreement

with the Franchise Dealer as the case may be), and specifying that no insurance shall be

terminated, canceled or materially changed during the Term without ten (10) days’ prior

written notice to ExxonMobil. Upon request by ExxonMobil, BFA Holder shall furnish to

ExxonMobil or its representatives copies of the required insurance policies.

(h)

Nothing in this Section 20 in any way limits or waives BFA Holder’s legal or contractual

responsibilities to ExxonMobil or others.

(i)

BFA Holder shall cause its Franchise Dealers, with respect to operations at Franchised

Branded Outlets, to carry insurance of the types and in the amounts, as are necessary and

customary for the operation of such Franchised Branded Outlets.

(j)

Without limiting any other remedy available to ExxonMobil, including termination or non-

renewal of this Agreement and the Franchise Relationship, ExxonMobil may debrand any

BFA Holder Branded Outlet(s) that fails to comply with the provisions of this Section 20.

(k)

If BFA Holder, for any reason, fails to procure and maintain required insurance satisfactory to

ExxonMobil, ExxonMobil may, at ExxonMobil’s election and upon notice to BFA Holder,

immediately procure the required insurance. Upon ExxonMobil’s request, BFA Holder

promptly shall furnish ExxonMobil with all information relating to BFA Holder or the

Businesses requested by ExxonMobil in connection with the procurement of any required

insurance. Upon written demand, BFA Holder shall immediately reimburse ExxonMobil for

the costs of procuring the insurance. ExxonMobil’s right to procure insurance under this

Section 20 may not be construed as an obligation by ExxonMobil to procure any insurance

and does not preclude ExxonMobil from exercising other rights or remedies it may have under

this Agreement including debranding of the BFA Holder Branded Outlet(s) in question and

termination or non-renewal of this Agreement and

the Franchise Relationship. ExxonMobil’s election not to procure any insurance under this

Section 20 may not be construed as:

(1)

A waiver of BFA Holder’s obligations under Sections 20 and 21; or

(2)

Limiting ExxonMobil’s right to exercise any other right or remedy, including

debranding of the BFA Holder Branded Outlet(s) in question and termination or non-

renewal of this Agreement and the Franchise Relationship.

(l)

ExxonMobil is entitled to the full coverage of any insurance procured by BFA Holder, its

Franchise Dealers or ExxonMobil under this Section 20 but in no event less than the minimum

coverage required by Section 20(a). The minimum limits specified in Section 20(a) do not

limit or affect ExxonMobil’s right to full insurance coverage or ExxonMobil’s rights under

Section 21. If BFA Holder does not own or lease transport to carry the Products, BFA Holder

shall cause any person engaged by BFA Holder to carry the Products at all times to maintain

insurance at levels required by the Hazardous Materials Transportation Act.

(m)

The insurance coverages specified in this Agreement are required to the extent they are

reasonably available as determined solely by ExxonMobil.

21.

INDEMNIFICATION.

(a)

BFA Holder assumes the risk of and sole responsibility for maintaining and operating, all real

property, fixtures, tanks, equipment, and personal property used in connection with, or in any

way related to, its operations, conduct or business or the operations, conduct or business of its

Franchise Dealers, in a safe condition free of all hazards and risks and in compliance with all

applicable federal, state, county and local laws, statutes, ordinances, codes, regulations, rules,

orders, and permits. Such responsibility will include, but not be limited to, providing tanks

safe and fit for the storage and handling of Products.

(b)

BFA Holder assumes the risk of and sole responsibility for and agrees to defend (with counsel

acceptable to ExxonMobil, unless such defense, but not ExxonMobil’s defense costs, is

waived by ExxonMobil) indemnify, release and hold harmless (1) ExxonMobil; (2) its

Affiliates and (3) ExxonMobil’s and any of its Affiliates’ officers, directors, control persons,

employees, agents, representatives, successors and assigns ((2) and (3) together hereinafter

“ExxonMobil’s Associates”) from and against any and all expenses, costs (including, without

limitation, professional fees), penalties, fines (without regard to the amount of such fines),

liabilities, claims, demands and causes of action, at law or in equity (including, without

limitation, any arising out of the Comprehensive Environmental Response Compensation and

Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Clean

Air Act, or any other federal, state, county or local laws, statutes, ordinances, codes,

regulations, rules, orders, or permits), which may be asserted against ExxonMobil or

ExxonMobil’s Associates by any person for injuries, death, loss, or damage of any kind or

character to person, property, or natural resources, by whomever suffered or asserted

(including without limitation BFA Holder, its Franchise Dealers or their agents, contractors,

employees, invitees, licensees, and/or trespassers), resulting from, related to or arising out of

the operations, conduct or business of BFA Holder or its Franchise Dealers or the condition of

any real property, fixtures, tanks, equipment or personal property of BFA Holder or its

Franchise Dealers, which is used in connection with, or in anyway related to, the operations,

conduct or business of BFA Holder or its Franchise Dealers, this Agreement or its breach by

BFA Holder or its Franchise Dealers.

BFA Holder’s obligations under this Section 21 and under Sections 11(c) and 24(b) of this

Agreement will fully apply and BFA Holder will fulfill its obligations thereunder EVEN IF

EXXONMOBIL OR EXXONMOBIL’S ASSOCIATES ARE JOINTLY OR

CONCURRENTLY NEGLIGENT, (WHETHER BY ACT OR OMISSION) OR JOINTLY

OR CONCURRENTLY

GUILTY OF WILLFUL MISCONDUCT (WHETHER BY ACT OR OMISSION), but not if

ExxonMobil or ExxonMobil’s Associates are solely negligent or solely guilty of willful

misconduct. Likewise, BFA Holder’s obligations under this Section 21 and under Sections

11(c) and 24(b) of this Agreement shall be in addition to (and in no manner in limitation of)

any indemnification or other similar obligation that BFA Holder or its Affiliates might have

pursuant to any other agreement between BFA Holder or its Affiliates and ExxonMobil.

22.

TRANSFER/ASSIGNMENT.

This Agreement shall not be transferred or assigned or sold by BFA Holder in whole or in part, directly

or indirectly (including, without limitation, as a result of any change in control of BFA Holder or any

of its Affiliates), except with the prior written consent of ExxonMobil, which consent (i) as to

Massachusetts, shall be provided in accordance with M.G.L.A. 93E § 4A or any subsequent governing

law, (ii) as to Rhode Island, will not be unreasonably withheld in accordance with Rhode Island Statute

§ 5-55-4 or any subsequent governing law; or (iii) as to New Hampshire, ExxonMobil may withhold or

delay in its sole discretion. BFA Holder shall furnish to ExxonMobil such information as may be

reasonably required for ExxonMobil to evaluate the character, financial ability, and business

experience of any proposed assignee. Notwithstanding the foregoing, BFA Holder shall be permitted

to assign or sublicense its rights under this Agreement in whole or in part to an Affiliate without the

consent of ExxonMobil. Such information shall be provided in a timely fashion that allows

ExxonMobil to determine whether it will consent to the proposed assignment within the time period, if

any, specified in any applicable state law. ExxonMobil may assign this Agreement in whole or in part

upon ten (10) days prior written notice to BFA Holder. Notwithstanding anything herein to the

contrary, a change in control of BFA Holder or any of its Affiliates shall not include transfers of equity

amongst the existing holders thereof or their respective heirs or trusts for estate planning purposes.

23.

WAIVER.

No waiver by either party of any breach of any of the covenants or conditions herein contained to be

performed by the other party shall be construed as a waiver of any succeeding breach of the same or

any other covenant or condition. All waivers must be in writing.

24.

LAWS.

(a)

BFA Holder agrees that in receiving, storing, handling, offering for sale, selling, delivering

for use or using itself Products under this Agreement, BFA Holder will comply, and cause its

employees and Franchise Dealers to comply, with all applicable federal, state, county and

local laws, statutes, ordinances, codes, regulations, rules, orders, and permits.

(b)

BFA Holder will defend (with counsel acceptable to ExxonMobil, unless such defense, but

not ExxonMobil’s defense costs, is waived by ExxonMobil) indemnify, release and hold

harmless ExxonMobil and ExxonMobil’s Associates from and against any and all expenses,

costs (including, without limitation, professional fees), penalties, fines (without regard to the

amount of such fines), liabilities, claims, demands, and causes of action, at law or in equity

(including, without limitation, any arising out of the Comprehensive Environmental Response

Compensation and Liability Act (CERCLA), the Resource Conservation and Recovery Act

(RCRA), or the Clean Air Act) for BFA Holder’s failure to comply with Section 24(a), and

such failure by BFA Holder to comply shall also entitle ExxonMobil to terminate this

Agreement and the Franchise Relationship.

25.

NOTICES.

All written notices required or permitted to be given by this Agreement shall be given only by personal

delivery (to an officer or manager in the case of ExxonMobil), certified mail, express mail, air courier,

telegram or facsimile transmission and shall be deemed given respectively when the notice is

personally delivered or deposited in the mail or with the air courier service or telegraph company,

postage or charges prepaid, with confirmation of delivery requested, or transmitted via facsimile

machine with confirmation sheet confirming completed and proper transmission, and directed to the

party for whom intended at the address set forth above or to such other address as may be furnished by

either party to the other in writing

in accordance with the provisions of this Section; provided that notice of change of address must be

received to be effective (and shall not be effective until actually received). All notices under this

Section should be directed to:

If, to ExxonMobil:

ExxonMobil Branded Wholesale Implementation Manager

3225 Gallows Road

Fairfax, Virginia 22037

with a copy to:

ExxonMobil Fuels Marketing

Attn: Global Identity & Image Standards Advisor

3225 Gallows Road

Fairfax, Virginia 22037

If, to BFA Holder:

Global Companies LLC

800 South Street, Suite 200

Waltham, Massachusetts 02453

Attn: President and CEO

with a copy to:

Global Companies LLC

800 South Street, Suite 200

Waltham, Massachusetts 02453

Attn: General Counsel

26.

TERMINATION.

(a)

This Agreement and the Franchise Relationship shall terminate upon expiration of the Term.

(b)

This Agreement and the Franchise Relationship may be terminated by BFA Holder in the

event that ExxonMobil loses, or transfers to a third party (other than to an Affiliate of

ExxonMobil), the right to grant BFA Holder the right to use either of the Proprietary Marks

used to brand Branded Fuel that BFA Holder is using pursuant to this Agreement as of the

date ExxonMobil loses or transfers such right.

(c)

This Agreement and the Franchise Relationship may be terminated by ExxonMobil:

(1)

Upon transfer or assignment of this Agreement by BFA Holder contrary to

Section 22; or

(2)

If BFA Holder or any Key Person, manager, or stockholder makes any false or

materially misleading statement or representation (by act or by omission) which

induces ExxonMobil to enter into this Agreement, or which is relevant to the

Franchise Relationship between the parties hereto; or

(3)

If BFA Holder becomes insolvent; or

(4)

If BFA Holder fails to pay in a timely manner any sums when due hereunder (other

than any sums that are being contested by BFA Holder in good faith); or

(5)

If BFA Holder defaults in any of its obligations under this Agreement; or

(6)

If BFA Holder or any Key Person is declared incompetent to manage its property or

affairs by any court, or if BFA Holder or any Key Person is mentally or physically

disabled for three (3) months or more, to the extent that BFA Holder is unable to

provide for the continued proper operation of the Businesses; or

(7)

Under the circumstances described cause for termination by ExxonMobil in any

Section of this Agreement; or

(8)

If BFA Holder or any Key Person dies, to the extent that BFA Holder is unable to

provide for the continued proper operation of the Businesses; or

(9)

If BFA Holder or any Key Person, manager, or stockholder engages in fraud or

criminal misconduct relevant to the operation of the Businesses; or

(10)

If BFA Holder or any Key Person, manager, or stockholder is convicted of a felony

or of a misdemeanor involving fraud, moral turpitude or commercial dishonesty,

whether or not the crime arose from the operation of the Businesses; or

(11)

If BFA Holder breaches Section 3 by willfully committing an act of misbranding of

the Products or misuses the Proprietary Marks; or

(12)

If there occurs any other circumstance under which termination of a Franchise is

permitted under the provisions of the PMPA; or

(13)

ExxonMobil loses the right to grant the right to use any of the Proprietary Marks.

For purposes of section (4) and (5) above, BFA Holder shall be entitled to notice of any such

default from ExxonMobil and a reasonable time period in which to cure such default, before

ExxonMobil exercises its right to terminate this Agreement. Notwithstanding the previous

sentence, in the event of a recurring default by BFA Holder of an obligation under this

Agreement, ExxonMobil shall have no obligation to provide further notice or opportunities for

BFA Holder’s cure prior to exercising its right to terminate this Agreement.

(d)

If ExxonMobil has cause to believe that BFA Holder has engaged in fraudulent, unscrupulous

or unethical business practices (which shall include but not be limited to practices forbidden

by federal, state, county or local laws, statutes, ordinances, codes, regulations, rules, orders, or

permits), ExxonMobil may, at its sole discretion, give BFA Holder written notice of its

belief. Following the receipt of such notice, BFA Holder shall be given reasonable

opportunity to discuss the matter with ExxonMobil’s representatives. If following such

discussions (or reasonable opportunity therefor) and after such investigation of the matter as is

reasonable under the circumstances, ExxonMobil reaches a good faith conclusion that BFA

Holder has engaged in one or more such practices, ExxonMobil shall have the right to

terminate this Agreement.

(e)

Any termination of this Agreement by ExxonMobil shall be preceded by such notice from

ExxonMobil as may be required by law.

(f)

Upon the expiration of the Term or upon termination hereof, ExxonMobil shall have the right,

at its option, to enter, during normal operating hours, upon any premises at which the

Proprietary Marks are displayed (including, without limitation all BFA Holder Branded

Outlets), and to remove, paint out, or obliterate any signs, symbols or colors on said premises

or on the buildings or equipment thereof which in ExxonMobil’s opinion would lead a

purchaser to believe that the Products are being offered for sale at such premises. BFA Holder

shall cause its Franchise Dealers to grant ExxonMobil such a right of entry.

(g)

In the event this Agreement is terminated, ExxonMobil will suffer substantial damages which

are anticipated to be difficult and time consuming to prove with exactitude. Furthermore, both

parties are desirous of avoiding what they believe will be the disproportionate cost of possible

litigation and legal fees which a future dispute over the magnitude of such damages would

engender. The parties, therefore, have determined that if this Agreement is terminated, BFA

Holder must pay to ExxonMobil as liquidated damages (in addition to any damages

(liquidated or otherwise) payable to ExxonMobil under any other agreement between BFA

Holder and ExxonMobil), and not as a penalty, an amount rounded to the nearest dollar, equal

to ** times (the Initial Total Volume set forth on Exhibit 15) times (the number of years,

including any partial year, remaining in the initial fifteen-year Term after such

termination). Notwithstanding the foregoing, BFA Holder shall not pay to ExxonMobil any

liquidated damages under this Section 26(g) in the event that this Agreement is terminated:

(i) in connection with a market withdrawal under the provisions of the PMPA; (ii) by

ExxonMobil pursuant to Section 12; (iii) by BFA Holder pursuant to Section 26(b); or (iv) by

ExxonMobil pursuant to Section 26(c)(13) (except, in the case of this subsection (iv), in the

event ExxonMobil’s loss of the right to grant the right to use any of the Proprietary Marks is

attributable to BFA Holder or any of its Affiliates or franchisees).

(h)

Termination of this Agreement by either party for any reason shall not relieve the parties of

any obligation theretofore accrued under this Agreement.

27.

ACCORD.

The parties to this Agreement have discussed the provisions herein and find them fair and mutually

satisfactory, and further agree that in all respects the provisions are reasonable and of material

significance to the relationship of the parties hereunder, and that any breach of a provision by either

party hereto or a failure to carry out said provisions in good faith shall conclusively be deemed to be

substantial.

28.

NATURE AND MODIFICATION OF AGREEMENT.

(a)

In consideration of the granting and execution of this Agreement, the parties understand and

agree that they are not contractually obligated to extend or renew in any way the Term, and

that this Agreement shall not be considered or deemed to be any form of “joint venture” or

“partnership” at the premise(s) of BFA Holder or elsewhere (including without limitation any

BFA Holder Branded Outlet).

(b)

BFA Holder agrees to provide sixty (60) days’ prior written notice of any change in the name

or legal form of BFA Holder.

(c)

This Agreement may be modified only in writing signed by both parties or their duly

authorized agents. ExxonMobil hereby agrees that if it enters into any material amendment of

a brand fee agreement with any holder thereof operating in the Designated Geographies,

ExxonMobil shall offer such amendment in substantially the same form to all of brand fee

agreement holders then operating in the Designated Geographies.

29.

SEVERABILITY OF PROVISIONS.

Both parties expressly agree that it is the intention of neither party to violate statutory or common law

and that if any section, sentence, paragraph, clause or combination of same is in violation of any law,

such

sentences, paragraphs, clauses or combination of same shall be inoperative and the remainder of this

Agreement shall remain binding upon the parties hereto.

30.

ENTIRE AGREEMENT.

This writing is intended by the parties to be the final, complete and exclusive statement of this

Agreement about the matters covered herein.

31.

DISCLAIMER; NO RELIANCE.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT EXXONMOBIL MAKES NO

REPRESENTATION, EXPRESSED OR IMPLIED, RELATING TO ITSELF OR ANY OF ITS

AFFILIATES, OR ANY OTHER MATTER, AND ANY SUCH OTHER REPRESENTATIONS OR

WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. BFA HOLDER ACKNOWLEDGES

AND AGREES THAT (i) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,

EXXONMOBIL HAS NOT MADE ANY PROMISE, REPRESENTATION OR WARRANTY,

EXPRESSED OR IMPLIED, AND (ii) BFA HOLDER HAS NOT EXECUTED OR AUTHORIZED

THE EXECUTION OF THIS AGREEMENT IN RELIANCE UPON ANY PROMISE,

REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH HEREIN.

32.

DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,

EXXONMOBIL (NOR ANY OF ITS AFFILIATES) WILL HAVE NO LIABILITY TO ANYONE

FOR BUSINESS DISRUPTION, LOST PROFITS, INCIDENTAL, PUNITIVE, OR

CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT.

33.

ATTORNEYS FEES.

If BFA Holder fails to pay any amount due under this Agreement or takes any action not requested in

writing by ExxonMobil for which BFA Holder, its Franchise Dealers or their respective customers

bring a claim or lawsuit against ExxonMobil or any of its Affiliates, BFA Holder agrees to pay

ExxonMobil’s (or any of its Affiliates’) costs, fees and expenses (including reasonable attorneys fees)

thereby expended in ExxonMobil’s (or its Affiliates’) pursuit or defense of such matters.

34.

KEY PERSON CLAUSE.

If BFA Holder is a corporation, partnership or other entity form, it agrees to execute Exhibit 11 (“Key

Person Clause”) attached hereto and incorporated as part of this Agreement.

35.

RIGHT OF ENTRY.

In addition to any other rights of ExxonMobil under this Agreement, BFA Holder permits, and shall

cause its Franchise Dealers to permit, ExxonMobil, it’s Affiliates and their respective employees,

agents, vendors, contractors and representatives (a) to access, analyze and reproduce books, records,

correspondence, receipts, and data of BFA Holder or its Franchise Dealers pertaining to activities

undertaken pursuant to this Agreement, and (b) to enter, during normal operating hours, any BFA

Holder Branded Outlet(s) and other places where BFA Holder or any of its Franchise Dealers conduct

any Business to enforce ExxonMobil’s rights and remedies under this Agreement, including examining

(to include video, photographic, digital, audio and other recordings), testing and sampling of all

properties, tanks, containers, pumps and delivery truck tanks, and taking other action, for purposes of

preserving the integrity of the Proprietary Marks, performing product quality inspections and

determining BFA Holder’s compliance with this Agreement (including compliance with the terms of

Sections 3 and 4). If, in the sole opinion of ExxonMobil, any samples thus taken are not Products or

any document or record shows BFA Holder has failed to comply with its obligations hereunder (or

failed to cause any Franchise Dealer to so comply), ExxonMobil may, at its sole option, debrand the

BFA Holder Branded Outlet(s) in question or cancel and terminate this Agreement and the Franchise

Relationship. ExxonMobil shall provide notice to BFA Holder of entry at an License Branded Outlet,

except in the case of any such entry in connection with ExxonMobil’s product quality

inspections. BFA Holder shall preserve and shall cause its Franchise Dealers to preserve all books,

records, correspondence, receipts and data pertaining to activities undertaken pursuant to this

Agreement for a period of three (3) years. BFA Holder agrees to include necessary provisions in its

contracts with Franchise Dealers that shall assure access by ExxonMobil or its

representatives to the applicable records of the Franchise Dealers. BFA Holder’s obligation to preserve

all books and records, and ExxonMobil’s right to access and reproduce such books and records shall

extend for a period of three (3) years after the termination of this Agreement.

ExxonMobil shall not be liable to BFA Holder or any Franchise Dealer for any interference with any

Business of BFA Holder or its Franchise Dealers as a result of ExxonMobil’s entry on any BFA Holder

Branded Outlet(s) and other places where BFA Holder or any of its Franchise Dealers conduct any

Business, including any entry pursuant to Section 26(f) hereof.

36.

TERMS OF RENEWAL.

Nothing in this Agreement is to be construed as preventing ExxonMobil upon expiration of this

Agreement or any renewal of the Franchise Relationship, from offering BFA Holder terms and

conditions, in good faith and in normal course of business, which differ from or are in addition to those

in this Agreement.

37.

DRUG AND ALCOHOL.

(a)

In the event BFA Holder takes delivery of Products from ExxonMobil at ExxonMobil’s (or its

Affiliates’) facilities, the following provisions of this Section shall apply. BFA Holder and

BFA Holder’s employees, agents and contractors shall not enter ExxonMobil’s (or its

Affiliates’) facilities while under the influence of alcohol or any controlled substance. BFA

Holder, its employees, agents and contractors shall not use, possess, distribute or sell illicit or

unprescribed drugs in connection with any activity performed under this Agreement. BFA

Holder, its employees, agents and contractors shall not use, possess, distribute or sell alcoholic

beverages at any time while performing activities under this Agreement. BFA Holder has

adopted or will adopt its own policy to assure a drug and alcohol free workplace while

performing activities under this Agreement.

(b)

BFA Holder will remove any of its employees, agents or contractors from performing

activities hereunder any time there is suspicion of alcohol or drug use, possession or

impairment involving such employee, agent or contractor, and at any time an incident occurs

in performing activities hereunder where drug or alcohol use could have been a contributing

factor. ExxonMobil has the right to require BFA Holder to remove BFA Holder’s employees,

agents or contractors from ExxonMobil’s (or its Affiliates’) facilities at any time cause exists

to suspect alcohol or drug use by such employees, agents or contractors. In such cases, BFA

Holder’s employee, agent or contractor may be considered for return to ExxonMobil’s (or its

Affiliates’) facilities only if the BFA Holder certifies as a result of a for cause test, conducted

immediately after removal, that said employee, agent or contractor was in compliance with the

provisions of this Section. BFA Holder will not use an employee, agent or contractor to

perform activities hereunder who either refuses to take, or tests positive in, any alcohol or

drug test.

(c)

ExxonMobil may, without prior notice, search the person, possession and vehicles of BFA

Holder’s employees, agents and contractors that are on the premises owned or controlled by

ExxonMobil (or its Affiliates). Any person who refuses to cooperate with such search will be

removed from the premises and will not be allowed to return. BFA Holder will replace any of

its employees, agents or contractors at ExxonMobil’s request.

(d)

BFA Holder will comply with all applicable drug and alcohol related federal, state, county and

local laws, statutes, ordinances, codes, regulations, rules, orders, and permits (e.g.,

Department of Transportation Regulations, Department of Defense Drug-free Workplace

Policy, Drug-free Workplace Act of 1988). ExxonMobil shall have the right, but not the

obligation, to perform unannounced audits of BFA Holder’s alcohol and drug program to

verify that BFA Holder’s policy and its enforcement are acceptable to ExxonMobil.

38.

NO THIRD PARTY BENEFICIARY.

Other than with respect to any indemnified party, the parties agree that no third party beneficiary rights

in favor of any person or entity are, nor are they intended to be, created by this Agreement.

39.

CLAIMS AND DISPUTE RESOLUTION.

(a)

Claims.

(1)

As used in this Section, “claim(s)” shall be construed broadly and shall include but

not be limited to a demand for money, property, equitable relief, or any interest,

whether fixed or contingent, to which a party asserts a right.

(2)

Except as otherwise provided in this Agreement, all claims by BFA Holder or by

ExxonMobil arising out of or relating to this Agreement and the Franchise

Relationship between the parties created hereunder are barred unless asserted within

12 months after the event, act or omission to which the claim relates and in

accordance with the dispute resolution procedure set forth below.

(b)

Dispute Resolution Procedure.

(1)

All claims by BFA Holder or by ExxonMobil arising out of or relating to this

Agreement and the Franchise Relationship between the parties created hereunder

which cannot be settled through negotiation shall, unless the provisions of

Section 39(b)(1)(vi) apply, first be submitted to mediation administered by the

American Arbitration Association (“AAA”) under its Commercial Mediation

Procedures before resorting to arbitration, or in the case of claims exclusively

governed by the PMPA, litigation. The following principles shall apply in respect of

any mediation hereunder:

(i)

Mediation under this provision shall not be available unless the claim(s) in

controversy exceeds the sum or value of $5,000.

(ii)

Unless otherwise agreed to by the parties, the mediation shall last no longer

than two days.

(iii)

The mediator shall be appointed by the AAA keeping in mind the location

and convenience of the parties and the location of the BFA Holder Branded

Outlet(s) to which the claim relates. The parties prefer that any mediator

appointed hereunder be either an individual with judicial experience or one

who has been a member of the bar for at least 25 years.

(iv)

Each party shall include among its representatives in the mediation

proceeding an individual authorized to settle the claim(s).

(v)

Irrespective of which party commences the mediation procedure, the filing

fee required to be paid to the AAA shall be paid by ExxonMobil. All other

costs of the mediation, including any fees to be paid to the mediator, shall be

shared equally by the parties. Each party shall be responsible for all

expenses incurred by it in presenting its case, including any attorney’s fees.

(vi)

If either party believes it will be prejudiced or in any way adversely affected

by the mediation procedure because of delay, expense incurred, time

requirements or any other legitimate concern, that party may, by notice to

the other, proceed directly to arbitration.

(2)

All claims by BFA Holder or by ExxonMobil arising out of or relating to this

Agreement and the Franchise Relationship between the parties created hereunder,

except for claims exclusively governed by the PMPA and claims by ExxonMobil

seeking relief when time

is of the essence, including but not limited to claims of trademark misuse, claims

which relate to the existence of environmental concerns, claims relating to the

conduct on the BFA Holder Branded Outlet(s) of illegal activities, or actions seeking

to evict a dealer claimed to be in wrongful possession of the premises, which are not

resolved by negotiation or mediation, may be asserted only in an arbitration

proceeding to be conducted in accordance with the provisions of this Section 39(b).

(i)

Any such claims by BFA Holder or by ExxonMobil shall be resolved

exclusively by arbitration administered by the AAA under its Commercial

Arbitration Rules, and judgment on the award rendered by the arbitrator

may be entered in any court having jurisdiction thereof. The decision of the

arbitrator shall be final and shall be binding on the parties.

(ii)

In the event a claim by BFA Holder raises issues that are governed

exclusively by the PMPA as well as issues that must be submitted to

arbitration hereunder, the claims under the PMPA shall be severed and

raised, if at all, in litigation. The remaining claims shall be resolved by

arbitration, as provided herein.

(iii)

The arbitration shall be held before a sole arbitrator who shall be selected

by agreement of the parties. If after forty-five (45) days from the

commencement of the arbitration the parties have been unable to agree on

the selection of an arbitrator, either party may ask the AAA to appoint a sole

arbitrator and the decision of the AAA in this respect shall be final and

binding. The parties prefer that any arbitrator agreed to between them or

appointed by the AAA hereunder be either an individual with judicial

experience or one who has been a member of the bar for at least 25 years.

(iv)

The arbitrator shall decide the matter before him or her in accordance with

the terms of this agreement, the applicable substantive law of the state

where the BFA Holder is located and any federal statutes which may be

applicable. The Federal Arbitration Act shall govern any arbitration

proceeding hereunder. All awards rendered hereunder shall be in writing

and on the request of either party shall state the reasoning on which the

award rests.

(v)

No claim asserted hereunder may be consolidated or asserted jointly with

the claim or claims of any other claimant or class of claimants and no

arbitration proceeding commenced hereunder may be consolidated or joined

with any other arbitration nor may any claim asserted hereunder be asserted

as part of any class action litigation or class action arbitration

proceeding. If, for any reason, an arbiter or a court determines that the

parties’ agreement prohibiting class claims is not enforceable, the class

claims must be brought as a class action litigation and not as a class action

arbitration.

(vi)

Irrespective of which party commences the arbitration procedure hereunder,

the filing fee required to be paid to the AAA shall be paid by

ExxonMobil. All other costs of the arbitration, including the fees to be paid

to the arbitrator, shall be shared equally by the parties. Each party shall be

responsible for all expenses incurred by it in presenting its case, including

any attorney’s fees.

(c)

Severability. It is agreed and understood that Section 39 of this Agreement shall apply in

respect of construction of this Section 39 and that a finding of invalidity or unenforceability of

any portion of this Section 39 shall not affect the validity or enforceability of any other

portion.

40.

MISCELLANEOUS.

(a)

BFA Holder shall hold in confidence all business and technical information that is made

available to BFA Holder, directly or indirectly, by ExxonMobil or acquired by BFA Holder

during the Term of this Agreement, including any propriety information with respect to the

additives and related mix rates, (collectively “Confidential Information”), except:

(1)

information which is in or becomes, without fault of BFA Holder or any Franchise

Dealer, part of the public domain;

(2)

information which BFA Holder can show was received by BFA Holder from an

independent third party that is under no obligation to ExxonMobil regarding the

information;

(3)

information which BFA Holder can show was already in BFA Holder’s possession at

the time the information was made available to BFA Holder, directly or indirectly,

from ExxonMobil;

(4)

information required to be disclosed by Law (e.g., bills of lading or product transfer

documentation) or valid legal or regulatory process, following notice by BFA Holder

to ExxonMobil of the requirement to disclose and reasonable cooperation with any

attempt by ExxonMobil to maintain the confidentiality of such Confidential

Information, to the extent such advance notice and cooperation is possible without

resulting in BFA Holder’s violation of applicable Law; and

(5)

information required to be disclosed to government tax authorities on a tax return or

other mandatory report filed with such authorities, but solely for the purpose of, and

to the extent necessary for, complying with applicable federal, state or local excise or

other tax laws.

BFA Holder also agrees that it shall not take any photographs, video or other recordings (including any

digital or audio recording) of ExxonMobil Oil Corporation’s or any of its Affiliate’s property without

ExxonMobil’s prior written consent.

(b)

WITHOUT LIMITING THE SCOPE OF THE FOREGOING SECTION 40(a), BFA

HOLDER SPECIFICALLY AGREES THAT IT WILL HOLD IN CONFIDENCE ALL

INFORMATION RELATING TO THE SOURCING OF THE PRODUCT DISTRIBUTED

PURSUANT TO THIS AGREEMENT EXCEPT FOR NECESSARY COMMUNICATION

WITH BFA HOLDER’S SUPPLIERS OF BASE PRODUCT AS WELL AS ANY AND ALL

INFORMATION RELATING TO THE BRAND FEE. VIOLATION OF THIS PROVISION

SHALL CONSTITUTE GROUNDS FOR TERMINATION OF THE AGREEMENT.

(c)

BFA Holder shall not, without the prior written approval of ExxonMobil use the Confidential

Information which BFA Holder is required to keep confidential hereunder for any purpose

other than the performance of BFA Holder’s obligations under this Agreement.

(d)

ExxonMobil shall have no obligation of confidence with respect to any information disclosed

to ExxonMobil by BFA Holder, and ExxonMobil shall be free to use or disclose any or all of

the information contained in any drawing, record or other document to third parties without

accounting to BFA Holder therefor; unless, however, information is specifically covered by a

separate, written confidentiality agreement. In the absence of any such confidentiality

agreement, BFA Holder shall not place any restrictive notices on any information, no matter

the form of its recording, that BFA Holder provides to ExxonMobil hereunder. Should BFA

Holder place any

notices on any drawing, record or other document, ExxonMobil is hereby authorized to

nullify, obliterate, remove, or disregard those provisions.

(e)

BFA Holder shall establish and maintain precautions to prevent its employees, agents or

representatives and Franchise Dealers from making, receiving, providing, or offering

substantial gifts, entertainment, payments, loans, or other consideration to employees, agents,

or representatives of ExxonMobil for the purpose of influencing those persons to act contrary

to the best interests of ExxonMobil. This obligation shall apply to BFA Holder’s activities in

its relations with the employees of ExxonMobil and their families and/or third parties arising

from this Agreement.

(f)

BFA Holder agrees that all financial settlements, billings, and reports, if any, rendered to

ExxonMobil shall reflect properly the facts about all activities and transactions handled for the

account of ExxonMobil, which data may be relied upon as being complete and accurate in any

further recordings and reportings made by ExxonMobil for whatever purpose.

(g)

BFA Holder agrees to notify ExxonMobil promptly upon discovery of any instance where the

BFA Holder or BFA Holder’s employees, agents, representatives or Franchise Dealer fails to

comply with Sections 40(e) or (f).

(h)

BFA Holder acknowledges its receipt of the notices attached hereto as Exhibit 12. BFA

Holder has reviewed and understands the information set forth therein.

41.

RHODE ISLAND - PRICE PROVISION.

The following provision is applicable only to those BFA Holder Branded Outlets located in the State of

Rhode Island:

NOTHING HEREIN SHALL BE CONSTRUED TO PROHIBIT A FRANCHISOR FROM

SUGGESTING PRICES AND COUNSELING WITH FRANCHISEES CONCERNING

PRICES. PRICE FIXING OR MANDATORY PRICES FOR ANY PRODUCTS COVERED IN THIS

AGREEMENT IS PROHIBITED. A SERVICE STATION DEALER OR BRANDED

WHOLESALER MAY SELL ANY PRODUCTS LISTED IN THIS AGREEMENT FOR A PRICE

WHICH HE ALONE MAY DECIDE.

42.

INDEPENDENT CONTRACTORS; INDEPENDENT ADVICE.

It is expressly agreed that the parties will carry on their respective business pursuant to this Agreement

as independent contractors in pursuit of their independent callings and not as partners, fiduciaries,

agents, or in any other capacity. Each party has had the opportunity to obtain independent legal advice

respecting this Agreement and the business relations mentioned in this Agreement.

[Remainder of page intentionally left blank; signature page follows]

EXECUTED

by BFA Holder and ExxonMobil on the date indicated for each signature.

GLOBAL COMPANIES LLC

Date:

9/3/10

By:

Edward J. Faneuil

Title:

Executive Vice President

Sean T. Geary

Date:

9/3/10

Witness

EXXONMOBIL OIL CORPORATION

(ExxonMobil)

Date:

9/3/10

By:

Jim E. Coleman

Title:

Distributor Implementation Manager

Frank J. Giampa

Date:

9/3/10

Witness

EXHIBITS

BRAND FEE AGREEMENT

BETWEEN EXXONMOBIL OIL CORPORATION AND GLOBAL COMPANIES LLC

EFFECTIVE SEPTEMBER 8, 2010

Exhibit 1 - Initial BFA Holder Branded Outlets

Exhibit 2 - Designated Geographics

Exhibit 3 - Product Specifications

Exhibit 4 - Additives

Exhibit 5 - Intentionally Omitted

Exhibit 6 - ExxonMobil Oil Corporation Electronic Funds Transfer Authorization Agreement

Exhibit 7 - Facility Requirements

Exhibit 8 - Tobacco Assurance Letter

Exhibit 9 - De-branding Guidelines

A - Mobil

B - Exxon

Exhibit 10 - Quality Control Procedures for Gasolines and Diesel Fuel - Branded Wholesaler

Exhibit 11 - Key Person Clause

Exhibit 12 - Notices

Rhode Island State Notice

Revised Summary of Title I of the Petroleum Marketing Practices Act

Exhibit 13 - Mobil Proprietary Marks

A - Retail Motor Fuels Business

B - Related Businesses

Exhibit 14 - Exxon Proprietary Marks

A - Retail Motor Fuels Business

B - Related Businessses

Exhibit 15 - Initial Total Volume

Exhibit 16 - Exxon or Mobil Branded Retail Outlets in the Designated Geographies

EXHIBITS

BRAND FEE AGREEMENT

BETWEEN EXXONMOBIL OIL CORPORATION AND GLOBAL COMPANIES LLC

EFFECTIVE ,

Exhibit 1 - Initial BFA Holder Branded Outlets

Exhibit 2 - Designated Geographics

Exhibit 3 - Product Specifications

Exhibit 4 - Additives

Exhibit 5 - Intentionally Omitted

Exhibit 6 - ExxonMobil Oil Corporation Electronic Funds Transfer Authorization Agreement

Exhibit 7 - Facility Requirements

Exhibit 8 - Tobacco Assurance Letter

Exhibit 9 - De-branding Guidelines

A - Mobil

B - Exxon

Exhibit 10 - Quality Control Procedures for Gasolines and Diesel Fuel - Branded Wholesaler

Exhibit 11 - Key Person Clause

Exhibit 12 - Notices

Rhode Island State Notice

Revised Summary of Title I of the Petroleum Marketing Practices Act

Exhibit 13 - Mobil Proprietary Marks

A - Retail Motor Fuels Business

B - Related Businesses

Exhibit 14 - Exxon Proprietary Marks

A - Retail Motor Fuels Business

B - Related Businessses

Exhibit 15 - Initial Total Volume

Exhibit 16 - Exxon or Mobil Branded Retail Outlets in the Designated Geographies

EXHIBIT 1 - INITIAL BFA HOLDER BRANDED OUTLETS

SITE

ADDRESS

CITY

MOSO

LAND

BRAND

273 EAST BERKELEY ST

BOSTON

CODO

FEE

135 ISLINGTON ST

PORTSMOUTH

CORS

FEE

On the Run

30 CALEF HWY

EPPING

CORS

FEE

On the Run

54 PORTSMOUTH

EXETER

CORS

FEE

On the Run

519 SOUTH ST

BOW

CODO

FEE

Mobil Mart

107 STATE ST

NEWBURYPORT

CODO

FEE

Snack Shop

214 HAVERHILL ST

METHUEN

CODO

FEE

Snack Shop

14 NORTH MAIN

STREET

ANDOVER

CODO

FEE

UNKNOWN

76 STOREY AVE

NEWBURYPORT

CODO

FEE

On the Run

DANIEL WEBSTER HWY

MERRIMACK

CODO

FEE

On the Run

S. MAIN ST

DERRY

CODO

FEE

Mobil Mart

82 DERRY RD AND RT

HUDSON

CORS

FEE

On the Run

760 S MAIN ST

MANCHESTER

CODO

FEE

On the Run

242 AMHERST ST

NASHUA

CODO

FEE

On the Run

96 BROAD ST

NASHUA

CODO

FEE

On the Run

137 ROUTE 101

BEDFORD

CODO

FEE

Snack Shop

12 MASSACHUSETTS

AVE

NORTH

ANDOVER

CODO

FEE

Mobil Mart

551 BROADWAY

METHUEN

CODO

FEE

Mobil Mart

139 RIVER RD #I-93

ANDOVER

CODO

FEE

Mobil Mart

350 WINTHROP AVE

NORTH

ANDOVER

CODO

FEE

Mobil Mart

309 LOWELL ST

ANDOVER

CODO

FEE

Mobil Mart

1 CENTRAL ST

GEORGETOWN

CODO

FEE

UNKNOWN

767 MAIN ST

HAVERHILL

CODO

FEE

UNKNOWN

ANDOVER ST & I 495

TEWKSBURY

CODO

FEE

On the Run

789 S MAIN ST

HAVERHILL

CODO

FEE

Mobil Mart

940 ANDOVER ST

TEWKSBURY

CODO

FEE

Mobil Mart

1201 MAIN ST

HAVERHILL

CODO

FEE

Mobil Mart

1050 S WILLOW ST

MANCHESTER

CODO

FEE

On the Run

2391 BROWN AVE

MANCHESTER

CORS

FEE

On the Run

EAST HOLLIS ST

NASHUA

CORS

FEE

On the Run

ROUTE 101

EXETER

CORS

FEE

On the Run

1335 MAIN ST

WALTHAM

CODO

FEE

Mobil Mart

50 MIDDLESEX

BURLINGTON

CODO

FEE

Mobil Mart

178 MAIN ST

READING

CODO

FEE

On the Run

525 PARADISE RD

SWAMPSCOTT

CORS

FEE

On the Run

1123 BROADWAY

SAUGUS

CORS

FEE

On the Run

1330 MAIN ST

READING

CODO

FEE

On the Run

198 HARVARD ST

BROOKLINE

CODO

FEE

Snack Shop

1 MYSTIC AVE

MEDFORD

CODO

FEE

On the Run

264 NEPONSET VALLEY

PKY

HYDE PARK

CODO

FEE

Snack Shop

512 CHESTNUT ST

LYNN

CODO

FEE

Mobil Mart

345 BOYLSTON ST

BROOKLINE

CODO

FEE

Snack Shop

1269 FURNACE BROOK

PKY

QUINCY

CODO

FEE

Snack Shop

1-1

ENDICOTT ST

DANVERS

CODO

FEE

Snack Shop

1094 BEACON ST

NEWTON

CODO

FEE

UNKNOWN

431 NEWBURY ST

DANVERS

CODO

FEE

On the Run

277 BEDFORD ST

LEXINGTON

CODO

FEE

Snack Shop

250 MAIN ST

STONEHAM

CODO

FEE

On the Run

1556 BLUE HILL AVE

MATTAPAN

CODO

FEE

Snack Shop

97 MAPLE ST

DANVERS

CODO

FEE/LEASE

Snack Shop

350 SQUIRE RD

REVERE

CODO

FEE

Mobil Mart

2776 WASHINGTON ST

CANTON

CODO

FEE

Mobil Mart

660 MT AUBURN ST

WATERTOWN

CODO

FEE

UNKNOWN

386 MAIN ST

MELROSE

CODO

FEE

Mobil Mart

845 MOODY ST

WALTHAM

CODO

FEE

Snack Shop

96 MONTVALE AVE

STONEHAM

CODO

FEE

On the Run

2105 COMMONWEALTH

AVE

NEWTON

CODO

FEE

Snack Shop

1181 BLUE HILL AVE

MATTAPAN

CODO

FEE

Mobil Mart

2 SOUTH ST

STONEHAM

CODO

FEE

On the Run

783 BLUE HILL AVE

DORCHESTER

CODO

FEE

Mobil Mart

470 MERIDIAN ST

EAST BOSTON

CODO

FEE

Mobil Mart

23 PLEASANT ST

WOBURN

CODO

FEE

Snack Shop

1033 TRAPELO RD

WALTHAM

CODO

FEE

On the Run

396 WALTHAM ST

LEXINGTON

CODO

FEE

On the Run

2 ESSEX ST

SAUGUS

CODO

FEE

Snack Shop

596 SALEM ST

LYNNFIELD

CODO

FEE

Snack Shop

797 BLUE HILL AVE

DORCHESTER

ADD

LAND

30 CENTRAL SQ

CHELMSFORD

CODO

FEE/LEASE

Snack Shop

44 GREAT RD

ACTON

CODO

FEE

Mobil Mart

980 CHELMSFORD ST

LOWELL

CORS

FEE

On the Run

185 LITTLETON RD

WESTFORD

CORS

FEE

On the Run

BOSTON POST RD

SUDBURY

CODO

FEE

Snack Shop

22 MAPLE AVE

SHREWSBURY

CODO

FEE

Mobil Mart

1063 WORCESTER RD

FRAMINGHAM

CODO

FEE

On the Run

285 TURNPIKE RD

SHREWSBURY

CODO

FEE

Snack Shop

76 WORCESTER ROAD

SOUTHBOROUGH

CODO

FEE

Snack Shop

130 TURNPIKE RD

WESTBOROUGH

CORS

FEE

Snack Shop

441 BOSTON RD

BILLERICA

CODO

FEE

On the Run

270 W MAIN ST

MARLBOROUGH

CODO

FEE

Snack Shop

260 MAIN ST

MAYNARD

CODO

FEE

Snack Shop

1-2

10 MILL ST

WORCESTER

CODO

FEE

On the Run

22 CONCORD TPKE

CONCORD

CORS

FEE

On the Run

1175 MAIN ST

HOLDEN

CODO

FEE/LEASE

C-Store

36 W MAIN ST

NORTHBOROUGH

CODO

FEE

Mobil Mart

185 PARK AVENUE

WORCESTER

CODO

FEE

Other

334 GRAFTON ST

WORCESTER

CODO

FEE

Mobil Mart

635 CHANDLER ST

WORCESTER

CODO

FEE

Snack Shop

143 SUDBURY RD

CONCORD

CODO

FEE

Snack Shop

CHELMSFORD ST

CHELMSFORD

CODO

FEE

Mobil Mart

500 KING ST

LITTLETON

CODO

FEE

Mobil Mart

70 MAIN ST

AYER

CODO

FEE

Mobil Mart

129 WHALON ST

FITCHBURG

CODO

FEE

On the Run

E. MAIN ST

WESTBOROUGH

CODO

FEE

Snack Shop

656 BOSTON POST RD

MARLBOROUGH

CORS

FEE

On the Run

453 WASHINGTON ST

WELLESLEY

CORS

FEE

On the Run

272 POND ST

ASHLAND

CORS

FEE

On the Run

815 WASHINGTON ST

HOLLISTON

CODO

FEE

On the Run

11 TAUNTON ST

PLAINVILLE

CODO

FEE

Mobil Mart

140 MEDWAY RD

MILFORD

CODO

FEE

On the Run

MAIN & NORTH STS

MEDFIELD

CODO

FEE

Snack Shop

92 W MAIN ST

HOPKINTON

CODO

FEE

On the Run

123 CENTRAL ST

FOXBORO

CODO

FEE

On the Run

189 CHAUNCY ST

MANSFIELD

CODO

FEE

Mobil Mart

972 MAIN ST

MILLIS

CODO

FEE

On the Run

660 W CENTRAL ST

FRANKLIN

CODO

FEE

On the Run

499 WASHINGTON ST

NORWOOD

CODO

FEE

On the Run

270 N MAIN ST

BELLINGHAM

CODO

FEE

Mobil Mart

134 CEDAR ST

MILFORD

CODO

FEE

Other

2 WALPOLE ST

DOVER

CODO

FEE

Snack Shop

145 CHURCH ST

PEMBROKE

CODO

FEE

Other

109 COURT ST

PLYMOUTH

CODO

FEE

Mobil Mart

372 WASHINGTON

STOUGHTON

CODO

FEE

Mobil Mart

1451 WASHINGTON

HANOVER

CODO

FEE

Mobil Mart

193 WHITING ST

HINGHAM

CODO

FEE

UNKNOWN

303 N PEARL ST

BROCKTON

CODO

FEE

On the Run

1012 BELMONT ST

BROCKTON

CODO

FEE

On the Run

265 GRANITE ST

BRAINTREE

CORS

FEE

On the Run

491 FOUNDRY ST

EASTON

CORS

FEE

On the Run

575 W CENTER ST

WEST

BRIDGEWATER

CODO

FEE

Mobil Mart

906 BEDFORD ST

ABINGTON

CORS

FEE

On the Run

190 KING ST

COHASSET

CODO

FEE

Mobil Mart

208 CHURCH ST

PEMBROKE

CODO

FEE

Mobil Mart

512 MAIN ST

WEYMOUTH

CODO

FEE

Snack Shop

158 MARKET ST

ROCKLAND

CODO

FEE

On the Run

145 SHARON ST

STOUGHTON

CODO

FEE

Mobil Mart

130 MAIN ST

KINGSTON

CODO

FEE

Mobil Mart

1266 BROADWAY

RAYNHAM

CORS

FEE

On the Run

1-3

1050 BALD HILL RD

WARWICK

CORS

FEE

On the Run

155 FAUNCE CRNR

NORTH

DARTMOUTH

CODO

FEE

Mobil Mart

1095 COUNTY ST

TAUNTON

CODO

FEE

Mobil Mart

249 POST ROAD

WESTERLY

CODO

FEE

Mobil Mart

1776 POST RD

WARWICK

CODO

FEE

Snack Shop

900 WAMPANOAG TRL

EAST

PROVIDENCE

CODO

FEE

On the Run

2900 CRANBERRY

HIGHWAY

WAREHAM

CODO

FEE

Mobil Mart

37 COUNTY RD

MATTAPOISETT

CODO

FEE

Snack Shop

1249 NEWPORT AVE

ATTLEBORO

CODO

FEE

Mobil Mart

RT 28 & SPRING BARS

ROAD

FALMOUTH

CODO

FEE

Snack Shop

1449 ROUTE 132

HYANNIS

CODO

FEE

Bay

1734 FALMOUTH RD

ROUTE 28

CENTERVILLE

CORS

FEE

On the Run

285 STATE RD

NORTH

DARTMOUTH

CODO

FEE

Mobil Mart

6228 POST RD

NORTH

KINGSTOWN

CODO

FEE

Mobil Mart

354 PUTNAM PIKE

SMITHFIELD

CORS

FEE

On the Run

3079 TOWER HILL RD

SOUTH

KINGSTOWN

CORS

FEE

Mobil Mart

1897 PLAINFIELD PIKE

JOHNSTON

CODO

FEE

Mobil Mart

EAST AVE

WESTERLY

CORS

FEE

On the Run

52 JAMES REYNOLDS

SWANSEA

CODO

FEE

On the Run

601 MAIN ST

WEST

YARMOUTH

CODO

FEE

Mobil Mart

518 FALMOUTH RD

MASHPEE

CORS

FEE

On the Run

91 VET MEMORIAL DR

WARWICK

CORS

FEE

On the Run

MAIN STREET

WYOMING

CODO

FEE

On the Run

2683 ROUTE 6, BOX 1466

WELLFLEET

CODO

FEE

Snack Shop

2160 RT 6A

BREWSTER

CODO

FEE

Snack Shop

109 ROUTE 6A

ORLEANS

CORS

LEASE

On the Run

511 STATION AVE

YARMOUTH

CORS

FEE/LEASE

On the Run

280 LAFAYETTE RD

HAMPTON

CORS

LEASE

On the Run

48 CONCORD RD

LEE

CORS

LEASE

On the Run

210 EDDY RD

MANCHESTER

CODO

LEASE

C-Store

2 MAIN ST

TEWKSBURY

CODO

LEASE

Mobil Mart

9597 WESTFORD RD

TYNGSBORO

CORS

LEASE

On the Run

5A AYERS VILLAGE RD

METHEUN

CORS

LEASE

On the Run

816 MEMORIAL DR

CAMBRIDGE

CODO

LEASE

Snack Shop

2615 MASSACHUSETTS

AVE

CAMBRIDGE

CODO

LEASE

Snack Shop

88 BOSTON POST RD

WESTON

CODO

LEASE

Snack Shop

85 SOUTHAMPTON ST

ROXBURY

CORS

LEASE

On the Run

343 FRESH POND PKY

CAMBRIDGE

CODO

LEASE

Snack Shop

553 MASSACHUSETTS

AVE

ACTON

CODO

LEASE

Mobil Mart

696 COCHITUATE RD

FRAMINGHAM

CORS

LEASE

On the Run

1-4

173 BEDFORD ST

BURLINGTON

CODO

LEASE

On the Run

315 COMMONWEALTH

WAYLAND

CODO

LEASE

Snack Shop

1111 GREAT PLAIN AVE

NEEDHAM

CODO

LEASE

Mobil Mart

165 SOUTH ST

WRENTHAM

CODO

LEASE

Snack Shop

143 NAHATAN ST

NORWOOD

CODO

LEASE

Snack Shop

751 MAIN ST

WALPOLE

CODO

LEASE

Snack Shop

971 PROVIDENCE HWY

NORWOOD

CODO

LEASE

Mobil Mart

710 HIGH ST

WESTWOOD

CORS

LEASE

On the Run

107 MAIN ST

MEDWAY

CODO

LEASE

Snack Shop

980 PROVIDENCE HWY

WALPOLE

CODO

LEASE

On the Run

365 MAIN STREET

STURBRIDGE

CODO

LEASE

Mobil Mart

SOUTH ST

WRENTHAM

CORS

LEASE

On the Run

301 ELM ST

BRAINTREE

CODO

LEASE

On the Run

93 MAZZEO DR

RANDOLPH

CORS

LEASE

On the Run

250 GRANITE ST

BRAINTREE

CORS

LEASE

On the Run

I-495 & RT 24 SB

BRIDGEWATER

CORS

LEASE

Mobil Mart

I-495 & RT 24

BRIDGEWATER

CORS

LEASE

Mobil Mart

89 WASHINGTON ST

NORWELL

CODO

LEASE

Mobil Mart

960 FALL RIVER AVE

SEEKONK

CODO

LEASE

Mobil Mart

975 OAKLAWN AVE

CRANSTON

CODO

LEASE

Snack Shop

269 VALLEY ST

PROVIDENCE

CODO

LEASE

Mobil Mart

389 ELMWOOD AVE

PROVIDENCE

CODO

LEASE

Snack Shop

2336 PAWTUCKET AVE

EAST

PROVIDENCE

CORS

LEASE

On the Run

452 ROUTE 134

SOUTH DENNIS

CODO

LEASE

Mobil Mart

1-5

1-6

EXHIBIT 2 - DESIGNATED GEOGRAPHIES

Commonwealth of Massachusetts

State of New Hampshire

State of Rhode Island

State of Maine

State of Vermont

2-1

EXHIBIT 3 - PRODUCT SPECIFICATIONS

Gasoline:

The gasoline, as dispensed to consumer vehicles, shall meet all Federal, State and Local

regulatory requirements.

In addition, the gasoline shall meet the specifications described in the Engine Fuels and

Automotive Lubricants Regulation in the latest Edition of NIST Handbook 130. Handbook

130 is available at http://www.nist.gov/public_affairs/pubs.htm

Diesel:

The diesel fuel, as dispensed to consumer vehicles, shall meet all Federal, State and Local

regulatory requirements.

In addition, the diesel fuel shall meet the specifications described in the Engine Fuels and

Automotive Lubricants Regulation in the latest Edition of NIST Handbook 130. Handbook

130 is available at http://www.nist.gov/public_affairs/pubs.htm

During the winter months, the low temperature fluidity of the diesel fuel, as dispensed to

consumers shall meet the 10

percentile minimum temperatures as presented in Appendix

V of the latest version of ASTM D975. The low temperature fluidity shall be measured by

the Cloud Point (ASTM D2500, D5771, D5772 or D5773), the CFPP (ASTM D6371 or the

LTFT (ASTM D4539). Low temperature fluidity may be improved through the use of

LTFT or CFPP additives or by blending with ULSD No. 1 Diesel Fuel. Cloud point

depressants are specifically prohibited from use.

Testing:

Every month, during the Term, BFA Holder shall cause to be conducted testing of samples

of Unleaded Regular, Unleaded Premium and Diesel Fuel taken at a retail site served by

each terminal source pursuant to the Agreement to be sold under the Proprietary Marks. All

such tests shall be conducted by independent third party laboratories using appropriate test

methods to confirm compliance with the applicable standards described above (and such

other tests as may be identified by ExxonMobil from time to time). BFA Holder shall cause

each testing laboratory to deliver certified copies of the results of all such tests to both BFA

Holder and ExxonMobil simultaneously and immediately upon completion.

The gasoline samples shall be tested for the following properties, using one of the

designated ASTM test methods:

Octane

D2699 and D2700

Distillation

D86

RVP

D5191

T(v/l=20)

D5188

Oxygenates

D4815, D5599

Sulfur

D2622, D 5453, D6920, D3120, D7039

Silver Corrosion

D4814 Annex A

API Gravity

D287

The diesel fuel shall be tested for the following properties, using the designated ASTM test

methods:

Cetane Index

API Gravity

D287

Distillation

D86

Flash Point

D93

Lubricity

D6079

CFPP (Winter

Only)

D6371

Appearance

D4176 Procedure 2

3-1

EXHIBIT 4 - ADDITIVES

Additive type and treatment rates will be as specified by ExxonMobil from time to time and are subject to

change in the sole discretion of ExxonMobil.

Initial additive treatment rates are as follows:

Additive and Treat Rates

Additive:

LAC:

Treat Rate, Premium:

Treat Rate, Regular and

Midgrade:

Additive VAR

BFA HOLDER IS RESPONSIBLE FOR ENSURING THAT ADDITIVE TREAT RATE OR OTHER

ADDITIVE RELATED REPORTING IS SUBMITTED ACCURATELY AND IN A TIMELY MANNER TO

THE U.S. EPA OR OTHER STATE OR LOCAL AUTHORITIES AS REQUIRED. A grade-by-grade

breakout for Mobil or Exxon Branded Sales is to be included. A copy of the monthly VAR (Volumetric

Additive Reconciliation) reports for all terminals (whether proprietary to BFA Holder or a third-party) used by

BFA Holder for the additization of Mobil or Exxon Branded Fuels, should be send to the following email

address: ETA.AdditiveTFOI&W@Exxonmobil.com by the tenth day after the end of each month.

Supply Terminals

Licensee is responsible for ensuring that sufficient additive inventories are maintained by working with the

additive supplier and providing them any additive inventory and usage data they require.

Waivers

Waivers of ANY EXXONMOBIL specified ADDITIVE OR FUEL QUALITY SPECIFICATION CAN BE

REQUESTED THROUGH THE EXXONMOBIL FUELS QUALITY MANAGER. AS OF THE TIME OF

CONTRACT SIGNING, THE FUELS QUALITY MANAGER CONTACT INFORMATION IS AS

FOLLOWS:

4-1

EXHIBIT 5

INTENTIONALLY OMITTED

5-1

EXHIBIT 6 - EXXONMOBIL OIL CORPORATION ELECTRONIC

FUNDS TRANSFER AUTHORIZATION AGREEMENT

( )

Customer

Branded Account Number

Telephone

Address

City, State, Zip

FAX #

Customer Accounting Contact

Invoice or Draft Limitation

The above-named Customer hereby authorizes ExxonMobil Oil Corporation (“ExxonMobil”) to initiate

electronic funds transfers (“EFT”) from the Bank/Financial Institution named below for withdrawal of funds

(“Debit Entries”) to effect payment by Customer.

Bank/Financial Institution/Branch

Bank Account Number

Street Address or P. O. Box

Transit Routing Number

( )

City State Zip

Bank Contact Telephone

Customer agrees to maintain sufficient funds in the above-designated Commercial bank account to pay EFT

Debit Entries when initiated. Should the Debit Entry be rejected by the Bank/Financial Institution for any

reason, ExxonMobil reserves the right to immediately terminate this agreement and/or require, in ExxonMobil’s

sole discretion, certified or cashier’s check, money order, pre-payment or other approved means of payment.

Customer represents and warrants that all funds used to pay for products via EFT shall be drawn or drafted from

Customer’s commercial account, which account is not established or used as a personal family or household

account or used for personal, family or household purposes and which will not be used for such purposes during

the pendency of this Agreement. Customer agrees to indemnify, defend and hold ExxonMobil harmless for any

misrepresentation relating to the above representation.

This Agreement supersedes any previously executed Agreement regarding EFT. All other terms and provisions

of other agreements between Customer and ExxonMobil remain in effect, except as expressly provided herein.

Check One



FIRST AGREEMENT

(attach voided

check)



OTHER



BANK CHANGE

" " "



BANK ACCOUNT CHANGE

" " "

(x)

BFA HOLDER

DATE

WITNESS

DATE

6-1

EXHIBIT 7 - FACILITY REQUIREMENTS

ALL NEW PROJECTS

(Approvals from Effective Date)

BFA HOLDER BRANDED OUTLETS EXISTING PRIOR

TO EFFECTIVE DATE

NTI’s(1) & D&R’s(2)

CONVERSIONS

FORMERLY

CLASSIFIED KEY OR

STRATEGIC SITES

FORMERLY CLASSIFIED

MARGINAL SITES

Canopies

GEMINI 3D illuminated

canopy over all pump

islands

GEMINI canopy

(3D illuminated,

3D non-

illuminated or 2D

non-illuminated)

over all pump

islands, including

internally

illuminated

canopy fascia sign

GEMINI canopy (3D

illuminated, 3D non-

illuminated or 2D non-

illuminated) over all

pump islands, including

internally illuminated

canopy fascia sign

Same as Strategic Sites

Dispensers

Minimum of 4 MPDs with

GEMINI graphics, Pay at

the Pump

Same as NTI’s

Minimum of 4 MPDs

with GEMINI graphics,

Pay at the Pump

Minimum 2 MPDs with

GEMINI graphics.

ID Sign

NTI’s, GEMINI ID/price

sign system. D&R’s,

GEMINI ID/price sign

system, or prior approved

ID/price sign system

(If prior sign system, sign

should have appropriate

appearance and

functionality)

GEMINI ID/price

sign system, or

approved existing

ID/price sign

system

(If existing sign

system, sign

should have

appropriate

appearance and

functionality)

GEMINI price sign

system, or prior

approved ID/price sign

system

(If prior sign system,

sign should have

appropriate appearance

and functionality)

Same as Strategic Sites

Paint

GEMINI paint treatment

to curbing, canopy

columns, ID/price sign

and lighting poles

Same as NTI’s

GEMINI paint treatment

to curbing, canopy

columns, ID/price sign

and lighting poles

Same as Strategic Sites

POS

Operating retail

automation system

compatible with

ExxonMobil’s card

processing network

Same as NTI’s

Operating retail

automation system

compatible with XOM’s

card processing network

Same as Strategic Sites

(1) NTI (New to Industry) project is a new to gasoline business retail store development

(2) D&R (Demolish and Rebuild) project is an existing retail gasoline outlet being demolished and a new

facility being built on that site

*Please reference Retail Image Standards on Branded Wholesaler Portal for specific information.

7-1

EXHIBIT 8- TOBACCO ASSURANCE LETTER

c/o ExxonMobil BSCC

Suite 107

95 Foundry St.

Moncton, N.B.

E1C5H7, Canada

Youth Access to Tobacco

Dear ExxonMobil Branded Wholesaler:

As you have probably heard, ExxonMobil announced that it is further enhancing measures to curb sales of

tobacco products to minors at its company-operated stores. This is part of a mutual cooperation agreement that

the company has entered into with the Attorneys General of 43 states.

While the agreement, for the most part, addresses tobacco sales at ExxonMobil company-operated stores, we

also recognize that many of our branded wholesalers and dealers sell tobacco products and can benefit, should

they so choose, from the practices and programs we will be putting in place at our company stores. Those

practices will include, among others, access to signage, training, and compliance checks designed to limit sales

to underage customers. The sale of tobacco products is an important part of the overall customer offering of

many, if not most, of our branded wholesalers and dealers. We hope that our agreement and the information

that we share with you will ensure that those sales are made responsibly.

The new ExxonMobil branded wholesaler and dealer motor fuels franchise agreements contain provisions that

prohibit the sale of tobacco products to underage customers as prescribed in any local, state or federal

regulation. The agreements also require that branded wholesalers and dealers comply with all tobacco sales

laws and that they promptly inform us of any notices of violations received from authorities. These provisions

are material and significant to our franchise relationship and will be treated as such by ExxonMobil. We regard

compliance with tobacco sales laws as a matter of utmost importance. If you have executed a new ExxonMobil

branded wholesaler franchise agreement and you receive a notice of violation concerning the sale of tobacco at

one of your company operated facilities, please report receipt of that notice to:

ExxonMobil

Tobacco Sales Compliance - Branded Wholesaler Supervisor

c/o ExxonMobil BSCC

Suite 107

95 Foundry St.

Moncton, N.B.

E1C5H7, Canada

Recognizing the importance to your business of maintaining responsible sales of these products, we will work

closely with you to provide access to the practices and programs we are employing. Enclosed with this

communication is a copy of a booklet outlining ExxonMobil’s Tobacco Awareness Program for our company-

operated retail stores (CORS) . You may find the CORS retailing practices outlined in that booklet helpful in

your own efforts to prevent tobacco sales to minors. In the coming weeks, we will follow-up with more

information concerning the availability of programs you may wish to employ at your sites. In the meantime,

please contact your Territory Manager if you have any questions concerning the issue of youth access to tobacco

products. We encourage you to work with your dealers, store managers and sales associates to maintain the

highest level of compliance with tobacco sales regulations and that you support their efforts to prevent the sales

of tobacco products to minors. We also request that you provide a copy of this letter to each of your dealers and

confirm in writing that you have done so by signing this letter where indicated below. For your convenience we

have included a sample cover letter you can use for this communication.

8-1

Thank you for your cooperation in this important matter.

Sincerely,

[ ]

Branded Wholesaler Business Manager

Acknowledgement That BFA Holder

Has Provided A Copy of this Letter to

Each of Its Dealers

[BFA HOLDER NAME]

By____________________________

Printed Name:___________________

Title:__________________________

Date:__________________________

8-2

SAMPLE COVER LETTER

FROM BFA HOLDER

TO BFA HOLDER SERVED DEALERS

, 2003

Dear Dealer:

As you may have heard, ExxonMobil announced that it is further enhancing measures to curb sales to tobacco

products to minors at its company-operated stores. This is part of a mutual cooperation agreement that the

company has entered into with the Attorneys General of 43 states.

Enclosed with this letter is recent correspondence we have received from ExxonMobil on this important issue,

which you should review closely. Like ExxonMobil, we emphasize the importance of taking pro-active

measures to ensure compliance with laws prohibiting the sale of tobacco products to minors and with laws

governing tobacco sales generally. As we learn of programs and practices being used by ExxonMobil at its

company-operated stores and as we develop programs at our own stores, we will share them with you to help

you promote responsible tobacco sales at your location.

Thank you for your cooperation in this matter. If you have questions, please let us know.

Sincerely,

[BFA Holder]

Enclosure

8-3

9-1 EXHIBIT

9A - MOBIL

DE-

BRANDING

GUIDELINES

Yes No N/A 1 2

3 4 5 6 7 8 9 10

11 12 13 14 Site

Name: Address:

City: Site

Number: State /

Zip Code:

ExxonMobil

Retail Identity

Debranding

Checklist II.

Canopy/Canopy

Fascia III.

Fueling Area

Complete? Date

Completed

Element

Removal

Description

(Minimum

Requirements)

Remove or

change at least

one of the

names of the

ExxonMobil

proprietary fuel

grade identifiers

on the Main ID

pricing panel.

The new grade

names may not

appear in the

proprietary

Mobil font.

Remove the

ExxonMobil

proprietary fuel

logos (Mobil)

from the Main

ID/Price Sign,

High Rise Sign,

and any

Secondary

Signs. Also

remove any

panels

containing

ExxonMobil

proprietary

logos such as

Mobil Mart,

Mobil Wash,

Wash n' Run,

Mobil 1,

Speedpass, etc.

I. Main ID/Price

Sign, H igh Rise

Sign, and

Secondary Signs

# Remove the

2/3 Mobil Blue

canopy, panels,

decals, or other

material. The

resulting

appearance

cannot have the

2/3 blue and 1/3

white

appearance of

the ExxonMobil

proprietary

tradedress

associated wtih

the Mobil brand.

Remove any

ExxonMobil

proprietary

logos from

spreader boxes

and/or other

canopy column

fixtures.

Remove the

ExxonMobil

proprietary fuel

logos (Mobil)

and any other

ExxonMobil

proprietary

logos from

canopy fascia.

There should be

no other signage

containing

ExxonMobil

proprietary

logos or that

refer to a

ExxonMobil

brand anywhere

on the canopy

fascia. Also

remove any

remaining

"ghosted

images" of

ExxonMobil

logos from

canopy fascia.

Remove or

change at least

two of the colors

and one of the

names of the

ExxonMobil

proprietary fuel

grade identifiers

on the

dispensers. The

new grade

names may not

appear in the

proprietary

Mobil font.

Remove all

ExxonMobil

proprietary

logos,

advertising, and

slogans, from

the fuel islands

and dispensers,

including any

Mobil, Pegasus,

and Speedpass

logos, any

branded pump

topper inserts,

any Pegasus

pump skirts, any

dispenser

valance/spreader

box/pump

header logos,

any credit card

decals and

applications,

and any

ExxonMobil

slogans (i.e.

We're Drivers

Too). IV. Site

Building

Exterior,

Perimeter,

Interior, and

Other Remove

all ExxonMobil

Customer

Service decals

and other decals

with

ExxonMobil

information

posted on or

near front

entrance of the

convenience

store or shop.

Remove the 2/3

Mobil Blue

building fascia

so the resulting

appearance

cannot have the

2/3 blue and 1/3

white

appearance of

the ExxonMobil

proprietary

tradedress

associated wtih

the Mobil brand.

Remove all

exterior and

interior signage

containing

ExxonMobil

proprietary

logos,such as

Mobil, Mobil

Mart, Mobil

Wash, Wash n'

Run, Mobil 1,

Speedpass, etc.,

from the

convenience

store buildings,

car wash,

service bays,

and any other

ancillary

buildings. There

should be no

signage

containing

ExxonMobil

proprietary

logos anywhere

on the entire

site. Remove all

ExxonMobil

proprietary

Pegasus logos

from the interior

and exterior of

the buildings.

Remove all

signage

containing

ExxonMobil

proprietary

logos from the

perimeter signs

and equipment,

such as pay

phones, trash

cans, vacuums,

air/water

machines,

ATMs, etc.

Remove all

ExxonMobil

sponsored credit

card

applications and

decals from the

interior and

exterior of the

buildings.

Ensure that

electronic

messaging on

dispensers or

any other forms

of electronic

broadcasts on

the site do not

contain any

ExxonMobil

proprietary

logos,

advertising,

and/or slogans.

Remove or paint

over any

building fascia

that contain

Exxon Red

panels outlined

with white.

Remove all

exterior and

interior signage

containing

ExxonMobil

proprietary

logos,such as

Exxon, Tiger

Mart, Tiger

Shop, Tiger

Market, Wash n'

Run, Tiger

Wash, Mobil 1,

Speedpass, etc.,

from the

convenience

store buildings,

car wash,

service bays,

and any other

ancillary

buildings. There

should be no

signage

containing

ExxonMobil

proprietary

logos or brands

anywhere on the

entire site.

Remove all

ExxonMobil

proprietary

Tiger logos

from the interior

and exterior of

the buildings.

Remove all

signage

containing

ExxonMobil

proprietary

logos from the

perimeter signs

and equipment,

such as pay

phones, trash

cans, vacuums,

air/water

machines,

ATMs, etc.

Remove or

change at least

two of the colors

and one of the

names of the

ExxonMobil

proprietary fuel

grade identifiers

on the

dispensers.

Remove all

ExxonMobil

proprietary

logos, brand

names,

advertising, and

slogans, from

the fuel islands

and dispensers,

including any

Exxon, Tiger,

and Speedpass

logos, any

branded pump

topper inserts,

any Tiger pump

skirts, any

dispenser

valance/spreader

box/pump

header logos,

any credit card

decals and

applications,

and any

ExxonMobil

slogans (i.e.

We're Drivers

Too). IV. Site

Building

Exterior,

Perimeter,

Interior, and

Other Remove

all ExxonMobil

Customer

Service decals

and other decals

with

ExxonMobil

information

posted on or

near front

entrance of the

convenience

store or shop. I.

Main ID/Pr ice

Sign, H igh Rise

Sign, and

Secondary Signs

# Remove the

2/3 Exxon Red

canopy panels,

decals, or other

material. Also,

remove or paint

over red or gray

panels outlined

in white. The

resulting

appearance

cannot have the

2/3 red and 1/3

white

appearance of

the ExxonMobil

proprietary

tradedress nor

the white

outlined canopy

design

associated wtih

the Exxon

brand. Remove

any ExxonMobil

proprietary

logos from

spreader boxes

and/or other

canopy column

fixtures.

Remove or paint

over red, blue or

gray panels

outlined in

white. Remove

the ExxonMobil

proprietary fuel

logos (Exxon)

and any other

ExxonMobil

proprietary

logos from

canopy fascia.

There should be

no other signage

containing

ExxonMobil

proprietary

logos or that

refer to an

ExxonMobil

brand anywhere

on the canopy

fascia. Also

remove any

remaining

"ghosted

images" of

ExxonMobil

logos from

canopy fascia.

ExxonMobil

Retail Identity

Debranding

Checklist II.

Canopy/Canopy

Fascia III.

Fueling Area

Complete? Date

Completed

Element

Removal

Description

(Minimum

Requirements)

Remove or

change at least

one of the

names of the

ExxonMobil

proprietary fuel

grade identifiers

on the Main ID

pricing panel.

Remove the

ExxonMobil

proprietary fuel

logos (Exxon)

from the Main

ID/Price Sign,

High Rise Sign,

and any

Secondary

Signs. Also

remove any

panels

containing

ExxonMobil

proprietary

logos such as

Tiger Mart,

Tiger Shop,

Tiger Market,

Wash n' Run,

Tiger Wash,

Mobil 1,

Speedpass, etc.

Site Name:

Address: City:

Site Number:

State / Zip

Code: *For

further

information,

please see the

Exxon De-

branding

Guidelines

attached hereto.

EXHIBIT 10

10-1

EXHIBIT 11

KEY PERSON CLAUSE

It is understood and agreed that the person holding the office of Chief Executive Officer, from time to

time, is designated the “Key Person”. The Key Person shall personally operate on a daily basis the

business of BFA Holder covered by this Brand Fee Agreement. The phrase “to operate on a daily basis

the business covered by this Brand Fee Agreement” shall mean that the Key Person must manage the

business and have authority to make all business decisions that an unincorporated branded wholesaler

normally makes concerning operations of a branded wholesaler business. BFA Holder represents that

the Key Person has the authority to buy and sell Products, to enter into financing agreements on behalf

of BFA Holder, and to authorize merchandising and/or cooperative advertising programs.

(a)

(

This subsection shall be inoperative unless the blank herein has been completed.

) In the

event that the Key Person(s) named above in this Paragraph 2 does not personally operate on a

daily basis the business covered by this Brand Fee Agreement or is replaced as provided in

this Exhibit, the person holding the office of Chief Financial Officer (or) and Executive Vice

President is designated as an acceptable Key Person (“alternate Key Person(s)”). When acting

as the Key Person, the alternate Key Person shall be subject to all the terms and conditions of

this Exhibit and the Brand Fee Agreement.

(b)

Should the Key Person, or all of the Key Persons if an alternate Key Person is designated,

cease to operate on a daily basis the business covered by the Brand Fee Agreement, the Brand

Fee Agreement and the Franchise Relationship may be terminated or non-renewed by

ExxonMobil.

The Brand Fee Agreement and Franchise Relationship may also be terminated or non-renewed by

ExxonMobil if an act or event occurs concerning or involving any person acting as the Key Person or

alternate Key Person, which would permit termination or non-renewal under the PMPA if such an act

or event concerned or involved a franchisee as such is defined therein.

If any of the acts or events described above as grounds for termination or non-renewal of the Brand Fee

Agreement and Franchise Relationship shall occur, BFA Holder may seek ExxonMobil’s agreement to

change or delete, by amendment, one or more of the positions listed above by making a written request

at least forty-five (45) days prior to any change. Such request shall include such information as

ExxonMobil may designate as necessary to determine the qualifications of the new proposed position.

ExxonMobil will consider and respond to BFA Holder’s request within thirty (30) days following

receipt of BFA Holder’s written request. Such request for change may be denied at ExxonMobil’s

reasonable discretion.

This Exhibit cancels and supersedes any pre-existing Key Person Clause of the Brand Fee Agreement.

ACCEPTED:

BFA Holder:

«CUSTOMER_NAME»

EXXONMOBIL OIL CORPORATION

(ExxonMobil

)

By:

(X)

By:

BFA Holder

Title:

Date:

11-1

EXHIBIT 12 - NOTICES

NOTICES - RHODE ISLAND AND PMPA

RHODE ISLAND

Under Rhode Island law, ExxonMobil Oil Corporation is required to furnish you the following information in

writing with respect to the Brand Fee Agreement offered to you:

Gallonage History:

Not applicable - no “location” involved.

ExxonMobil Oil Corporation does not make any gallonage projections but you are obligated to

purchase certain minimum quantities of motor fuel as provided in the Brand Fee Agreement.

Not applicable — no minimum quantity requirement

Previous Dealers:

Not applicable - no “location” involved.

Legally binding commitment to sell, demolish, or dispose of this location.

Not applicable - no real estate involved.

ExxonMobil offers you the following training programs which have been explained to you: initial

franchise-management training and other training as ExxonMobil makes available to all franchise

branded wholesalers from time to time.

Motor fuels, motor oil and lubrication products, planned merchandising signs and equipment and

certain other service station equipment can be purchased or leased from ExxonMobil or its

designee. ExxonMobil will also make available to you other services that it develops and offers to all

franchise branded wholesalers. While some of these other services may be provided without charge to

you, ExxonMobil reserves the right to charge, or have its designated service provider charge, a fee to

recoup costs and expenses involved in providing the services. These services are subject to change by

ExxonMobil and are subject to other terms and conditions contained in the Brand Fee Agreement

between ExxonMobil and the BFA Holder (the “Brand Fee Agreement”).

All agreements, addendums, riders, instruments, brochures, standards handbooks, operating

manuals, etc. that will govern your relationship with ExxonMobil, if you become a ExxonMobil BFA

Holder, have been enclosed or will be provided under separate cover. These include the obligations

that will be required of you and, among others, include your obligation to use advertising meeting

ExxonMobil’s requirements, to participate in ExxonMobil’s national promotional programs and, on or

after January 1, 2001, to contribute to a third-party administered media-advertising program if

established by ExxonMobil in a key market where you operate. They also include your obligations to

meet the commitments in the Core Values provided in the Recitals of the Brand Fee Agreement and to

comply with ExxonMobil’s National Standards as are in effect from time to time. As a BFA Holder,

you will be obligated to cause your stations and your dealer stations to comply with ExxonMobil’s core

values, standards, and other requirements. We suggest that you review these documents carefully in

advance of signing any agreement with ExxonMobil.

Under the terms of these agreements with ExxonMobil, a BFA Holder has the right to sell, transfer or

assign agreements only with the prior written consent of ExxonMobil. If the BFA Holder is not an

individual, ExxonMobil’s prior written consent must also be obtained for the sale, transfer or

assignment of an ownership interest in the BFA Holder. Any sale, transfer or assignment may also be

subject to other terms and conditions as provided in the Brand Fee Agreement including, among others,

a right of first refusal in favor of ExxonMobil. All restrictions affecting ExxonMobil and concerning

renewal and termination of the franchise are set forth in the Brand Fee Agreement, in the General Laws

of Rhode Island and in the Federal Petroleum Marketing Practices Act.

12-1

The information contained herein and in the attached documents is provided in compliance with applicable

law. It does not constitute a representation or warranty on the part of ExxonMobil as to the potential of the

service station nor the availability of products to achieve any such potential.

Please indicate your receipt of this notice in the place indicated below and return a copy to us for our files.

Sincerely,

EXXONMOBIL OIL CORPORATION

By:

Received this day of

, 20 ,

in compliance with the

General Laws of Rhode Island

BFA Holder

12-2

Revised Summary of Title I of the Petroleum Marketing Practices Act

Tuesday, June 25, 1996

AGENCY:

Department of Energy.

ACTION:

Notice.

SUMMARY:

This notice contains a summary of Title I of the Petroleum Marketing Practices Act, as amended

(the Act). The Petroleum Marketing Practices Act was originally enacted on June 19, 1978, and was amended

by the Petroleum Marketing Practices Act Amendments of 1994, enacted on October 19, 1994. On August 30,

1978, the Department of Energy published in the Federal Register a summary of the provisions of Title I of the

1978 law, as required by the Act. The Department is publishing this revised summary to reflect key changes

made by the 1994 amendments.

The Act is intended to protect franchised distributors and retailers of gasoline and diesel motor fuel against

arbitrary or discriminatory termination or nonrenewal of franchises. This summary describes the reasons for

which a franchise may be terminated or not renewed under the law, the responsibilities of franchisors, and the

remedies and relief available to franchisees. The Act requires franchisors to give franchisees copies of the

summary contained in this notice whenever notification of termination or nonrenewal of a franchise is given.

FOR FURTHER INFORMATION CONTACT:

Carmen Difiglio, Office of Energy Efficiency, Alternative

Fuels, and Oil Analysis (PO-62), U.S. Department of Energy, Washington, D.C. 20585, Telephone (202) 586-

4444; Lawrence Leiken, Office of General Counsel (GC-73), U.S. Department of Energy, Washington, D.C.

20585, Telephone (202) 586-6978.

SUPPLEMENTARY INFORMATION:

Title I of the Petroleum Marketing Practices Act, as amended, 15

U.S.C. §§2801-2806, provides for the protection of franchised distributors and retailers of motor fuel by

establishing minimum Federal standards governing the termination of franchises and the nonrenewal of

franchise relationships by the franchisor or distributor of such fuel. Section 104(d) (1) of the Act required the

Secretary of Energy to publish in the

Federal Register

a simple and concise summary of the provisions of Title

I, including a statement of the respective responsibilities of, and the remedies and relief available to, franchisors

and franchisees under that title. The Department published this summary in the

Federal Register

on August 30,

1978. 43 F.R. 38743 (1978).

In 1994 the Congress enacted the Petroleum Marketing Practices Act Amendments to affirm and clarify certain

key provisions of the 1978 statute. Among the key issues addressed in the 1994 amendments

are: (1) termination or nonrenewal of franchised dealers by their franchisors for purposes of conversion to

“company” operation; (2) application of state law; (3) the rights and obligations of franchisors and franchisees

in third-party lease situations; and (4) waiver of rights limitations. See H.R. REP. NO. 737, 103rd Cong., 2nd

Sess. 2 (1994), reprinted in 1994 U.S.C.C.A.N. 2780. Congress intended to: (1) make explicit that upon

renewal a franchisor may not insist on changes to a franchise agreement where the purpose of such changes is to

prevent renewal in order to convert a franchisee-operated service station into a company-operated service

station; (2) make clear that where the franchisor has an option to continue the lease or to purchase the premises

but does not wish to do so, the franchisor must offer to assign the option to the franchisee; (3) make clear that no

franchisor may require, as a condition of entering or renewing a franchise agreement, that a franchisee waive

any rights under the Petroleum Marketing Practices Act, any other Federal law, or any state law; and

(4) reconfirm the limited scope of Federal preemption under the Act. Id.

The summary which follows reflects key changes to the statute resulting from the 1994 amendments. The Act

requires franchisors to give copies of this summary statement to their franchisees when entering into an

agreement to terminate the franchise or not to renew the franchise relationship, and when giving notification of

termination or nonrenewal. This summary does not purport to interpret the Act, as amended, or to create new

legal rights.

In addition to the summary of the provisions of Title I, a more detailed description of the definitions contained

in the Act and of the legal remedies available to franchisees is also included in this notice, following the

summary statement.

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Summary of Legal Rights of Motor Fuel Franchisees

This is a summary of the franchise protection provisions of the Federal Petroleum Marketing Practices Act, as

amended in 1994 (the Act), 15 U.S.C. §§2801-2806. This summary must be given to you, as a person holding a

franchise for the sale, consignment or distribution of gasoline or diesel motor fuel, in connection with any

termination or nonrenewal of your franchise by your franchising company (referred to in this summary as your

supplier).

You should read this summary carefully, and refer to the Act if necessary, to determine whether a proposed

termination or nonrenewal of your franchise is lawful, and what legal remedies are available to you if you think

the proposed termination or failure to renew is not lawful. In addition, if you think your supplier has failed to

comply with the Act, you may wish to consult an attorney in order to enforce your legal rights.

The franchise protection provisions of the Act apply to a variety of franchise agreements. The term “franchise”

is broadly defined as a license to use a motor fuel trademark which is owned or controlled by a refiner, and it

includes secondary arrangements such as leases of real property and motor fuel supply agreements which have

existed continuously since May 15, 1973, regardless of a subsequent withdrawal of a trademark. Thus, if you

have lost the use of a trademark previously granted by your supplier but have continued to receive motor fuel

supplies through a continuation of a supply agreement with your supplier, you are protected under the Act.

Any issue arising under your franchise which is not governed by this Act will be governed by the law of the

State in which the principal place of business of your franchise is located.

Although a State may specify the terms and conditions under which your franchise may be transferred upon the

death of the franchisee, it may not require a payment to you (the franchisee) for the goodwill of a franchise upon

termination or nonrenewal.

The Act is intended to protect you, whether you are a distributor or a retailer, from arbitrary or discriminatory

termination or nonrenewal of your franchise agreement. To accomplish this, the Act first lists the reasons for

which termination or nonrenewal is permitted. Any notice of termination or nonrenewal must state the precise

reason, as listed in the Act, for which the particular termination or nonrenewal is being made. These reasons are

described below under the headings “Reasons for Termination” and “Reasons for Nonrenewal.”

The Act also requires your supplier to give you a written notice of termination or intention not to renew the

franchise within certain time periods. These requirements are summarized below under the heading “Notice

Requirements for Termination or Nonrenewal.”

The Act also provides certain special requirements with regard to trial and interim franchise agreements, which

are described below under the heading “Trial and Interim Franchises.”

The Act gives you certain legal rights if your supplier terminates or does not renew your franchise in a way that

is not permitted by the Act. These legal rights are described below under the heading “Your Legal Rights.”

The Act contains provisions pertaining to waiver of franchisee rights and applicable State law. These provisions

are described under the heading “Waiver of Rights and Applicable State Law.”

This summary is intended as a simple and concise description of the general nature of your rights under the

Act. For a more detailed description of these rights, you should read the text of the Petroleum Marketing

Practices Act, as amended in 1994 (15 U.S.C. §§2801-2806). This summary does not purport to interpret the

Act, as amended, or to create new legal rights.

I. Reasons for Termination

If your franchise was entered into on or after June 19, 1978, the Act bars termination of your franchise for any

reasons other than those reasons discussed below. If your franchise was entered into before June 19, 1978, there

is no statutory restriction on the reasons for which it may be terminated. If a franchise entered into before

June 19, 1978, is terminated, however, the Act requires the supplier to reinstate the franchise relationship unless

one of the reasons listed under this heading or one of the additional reasons for nonrenewal described below

under the heading “Reasons for Nonrenewal” exists.

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A. Non-Compliance with Franchise Agreement

Your supplier may terminate your franchise if you do not comply with a reasonable and important requirement

of the franchise relationship. However, termination may not be based on a failure to comply with a provision of

the franchise that is illegal or unenforceable under applicable Federal, for State or local law. In order to

terminate for non-compliance with the franchise agreement, your supplier must have learned of this non-

compliance recently. The Act limits the time period within which your supplier must have learned of your non-

compliance to various periods, the longest of which is 120 days, before you receive notification of the

termination.

B. Lack of Good Faith Efforts

Your supplier may terminate your franchise if you have not made good faith efforts to carry out the

requirements of the franchise, provided you are first notified in writing that you are not meeting a requirement

of the franchise and you are given an opportunity to make a good faith effort to carry out the requirement. This

reason can be used by your supplier only if you fail to make good faith efforts to carry out the requirements of

the franchise within the period which began not more than 180 days before you receive the notice of

termination.

C. Mutual Agreement To Terminate the Franchise

A franchise can be terminated by an agreement in writing between you and your supplier if the agreement is

entered into not more than 180 days before the effective date of the termination and you receive a copy of that

agreement, together with this summary statement of your rights under the Act. You may cancel the agreement

to terminate within 7 days after you receive a copy of the agreement, by mailing (by certified mail) a written

statement to this effect to your supplier.

D. Withdrawal From the Market Area

Under certain conditions, the Act permits your supplier to terminate your franchise if your supplier is

withdrawing from marketing activities in the entire geographic area in which you operate. You should read the

Act for a more detailed description of the conditions under which market withdrawal terminations are

permitted. See 15 U.S.C. §2802(b) (E).

E. Other Events Permitting a Termination

If your supplier learns within the time period specified in the Act (which in no case is more than 120 days prior

to the termination notice) that one of the following events has occurred, your supplier may terminate your

franchise agreement:

(1)

Fraud or criminal misconduct by you that relates to the operation of your marketing premises.

(2)

You declare bankruptcy or a court determines that you are insolvent.

(3)

You have a severe physical or mental disability lasting at least 3 months which makes you unable to

provide for the continued proper operation of the marketing premises.

(4)

Expiration of your supplier’s underlying lease to the leased marketing premises, if: (a) your supplier

gave you written notice before the beginning of the term of the franchise of the duration of the underlying lease

and that the underlying lease might expire and not be renewed during the term of the franchise; (b) your

franchisor offered to assign to you, during the 90-day period after notification of termination or nonrenewal was

given, any option which the franchisor held to extend the underlying lease or to purchase the marketing

premises (such an assignment may be conditioned on the franchisor receiving from both the landowner and the

franchisee an unconditional release from liability for specified events occurring after the assignment); and (c) in

a situation in which the franchisee acquires possession of the leased marketing premises effective immediately

after the loss of the right of the franchisor to grant possession, the franchisor, upon the written request of the

franchisee, made a bona fide offer to sell or assign to the franchisee the franchisor’s interest in any

improvements or equipment located on the premises, or offered the franchisee a right of first refusal of any offer

from another person to purchase the franchisor’s interest in the improvements and equipment.

(5)

Condemnation or other taking by the government, in whole or in part, of the marketing premises

pursuant to the power of eminent domain. If the termination is based on a condemnation or other taking, your

supplier must give you a fair share of any compensation which he receives for any loss of business opportunity

or good will.

(6)

Loss of your supplier’s right to grant the use of the trademark that is the subject of the franchise, unless

the loss was because of bad faith actions by your supplier relating to trademark abuse, violation of Federal or

State law, or other fault or negligence.

(7)

Destruction (other than by your supplier) of all or a substantial part of your marketing premises. If the

termination is based on the destruction of the marketing premises and if the premises are rebuilt or replaced by

your supplier and operated under a franchise, your supplier must give you a right of first refusal to this new

franchise.

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(8)

Your failure to make payments to your supplier of any sums to which your supplier is legally entitled.

(9)

Your failure to operate the marketing premises for 7 consecutive days, or any shorter period of time

which, taking into account facts and circumstances, amounts to an unreasonable period of time not to operate.

(10)

Your intentional adulteration, mislabeling or misbranding of motor fuels or other trademark violations.

(11)

Your failure to comply with Federal, State, or local laws or regulations of which you have knowledge

and that relate to the operation of the marketing premises.

(12)

Your conviction of any felony involving moral turpitude.

(13)

Any event that affects the franchise relationship and as a result of which termination is reasonable.

II. Reasons for Nonrenewal

If your supplier gives notice that he does not intend to renew any franchise agreement, the Act requires that the

reason for nonrenewal must be either one of the reasons for termination listed immediately above, or one of the

reasons for nonrenewal listed below.

A. Failure To Agree on Changes or Additions To Franchise

If you and your supplier fail to agree to changes in the franchise that your supplier in good faith has determined

are required, and your supplier’s insistence on the changes is not for the purpose of converting the leased

premises to a company operation or otherwise preventing the renewal of the franchise relationship, your supplier

may decline to renew the franchise.

B. Customer Complaints

If your supplier has received numerous customer complaints relating to the condition of your marketing

premises or to the conduct of any of your employees, and you have failed to take prompt corrective action after

having been notified of these complaints, your supplier may decline to renew the franchise.

C. Unsafe or Unhealthful Operations

If you have failed repeatedly to operate your marketing premises in a clean, safe and healthful manner after

repeated notices from your supplier, your supplier may decline to renew the franchise.

D. Operation of Franchise is Uneconomical

Under certain conditions specified in the Act, your supplier may decline to renew your franchise if he has

determined that renewal of the franchise is likely to be uneconomical. Your supplier may also decline to renew

your franchise if he has decided to convert your marketing premises to a use other than for the sale of motor

fuel, to sell the premises, or to materially alter, add to, or replace the premises.

III. Notice Requirements for Termination or Nonrenewal

The following is a description of the requirements for the notice which your supplier must give you before he

may terminate your franchise or decline to renew your franchise relationship. These notice requirements apply

to all franchise terminations, including franchises entered into before June 19, 1978 and trial and interim

franchises, as well as to all nonrenewals of franchise relationships.

A. How Much Notice Is Required

In most cases, your supplier must give you notice of termination or non-renewal at least 90 days before the

termination or nonrenewal takes effect.

In circumstances where it would not be reasonable for your supplier to give you 90 days notice, he must give

you notice as soon as he can do so. In addition, if the franchise involves leased marketing premises, your

supplier may not establish a new franchise relationship involving the same premises until 30 days after notice

was given to you or the date the termination or nonrenewal takes effect, whichever is later. If the franchise

agreement permits, your supplier may repossess the premises and, in reasonable circumstances, operate them

through his employees or agents.

If the termination or nonrenewal is based upon a determination to withdraw from the marketing of motor fuel in

the area, your supplier must give you notice at least 180 days before the termination or nonrenewal takes effect.

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B. Manner and Contents of Notice

To be valid, the notice must be in writing and must be sent by certified mail or personally delivered to you. It

must contain:

(1) A statement of your supplier’s intention to terminate the franchise or not to renew the franchise

relationship, together with his reasons for this action;

(2) The date the termination or non-renewal takes effect; and

(3) A copy of this summary.

IV. Trial Franchises and Interim Franchises

The following is a description of the special requirements that apply to trial and interim franchises.

A. Trial Franchises

A trial franchise is a franchise, entered into on or after June 19, 1978, in which the franchisee has not previously

been a party to a franchise with the franchisor and which has an initial term of 1 year or less. A trial franchise

must be in writing and must make certain disclosures, including that it is a trial franchise, and that the franchisor

has the right not to renew the franchise relationship at the end of the initial term by giving the franchisee proper

notice.

The unexpired portion of a transferred franchise (other than as a trial franchise, as described above) does not

qualify as a trial franchise.

In exercising his right not to renew a trial franchise at the end of its initial term, your supplier must comply with

the notice requirements described above under the heading “Notice Requirements for Termination or

Nonrenewal.”

B. Interim Franchises

An interim franchise is a franchise, entered into on or after June 19, 1978, the duration of which, when

combined with the terms of all prior interim franchises between the franchisor and the franchisee, does not

exceed three years, and which begins immediately after the expiration of a prior franchise involving the same

marketing premises which was not renewed, based on a lawful determination by the franchisor to withdraw from

marketing activities in the geographic area in which the franchisee operates.

An interim franchise must be in writing and must make certain disclosures, including that it is an interim

franchise and that the franchisor has the right not to renew the franchise at the end of the term based upon a

lawful determination to withdraw from marketing activities in the geographic area in which the franchisee

operates.

In exercising his right not to renew a franchise relationship under an interim franchise at the end of its term,

your supplier must comply with the notice requirements described above under the heading “Notice

Requirements for Termination or Nonrenewal.”

V. Your Legal Rights

Under the enforcement provisions of the Act, you have the right to sue your supplier if he fails to comply with

the requirements of the Act. The courts are authorized to grant whatever equitable relief is necessary to remedy

the effects of your supplier’s failure to comply with the requirements of the Act, including declaratory

judgment, mandatory or prohibitive injunctive relief, and interim equitable relief. Actual damages, exemplary

(punitive) damages under certain circumstances, and reasonable attorney and expert witness fees are also

authorized. For a more detailed description of these legal remedies you should read the text of the Act. 15

U.S.C. §§2801-2806.

VI. Waiver of Rights and Applicable State Law

Your supplier may not require, as a condition of entering into or renewing the franchise relationship, that you

relinquish or waive any right that you have under this or any other Federal law or applicable State law. In

addition, no provision in a franchise agreement would be valid or enforceable if the provision specifies that the

franchise would be governed by the law of any State other than the one in which the principal place of business

for the franchise is located.

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Further Discussion of Title I-Definitions and Legal Remedies

I. Definitions

Section 101 of the Petroleum Marketing Practices Act sets forth definitions of the key terms used throughout the

franchise protection provisions of the Act. The definitions from the Act which are listed below are of those

terms which are most essential for purposes of the summary statement. (You should consult section 101 of the

Act for additional definitions not included here.)

A. Franchise

A “franchise” is any contract between a refiner and a distributor, between a refiner and a retailer, between a

distributor and another distributor, or between a distributor and a retailer, under which a refiner or distributor (as

the case may be) authorizes or permits a retailer or distributor to use, in connection with the sale, consignment,

or distribution of motor fuel, a trademark which is owned or controlled by such refiner or by a refiner which

supplies motor fuel to the distributor which authorizes or permits such use.

The term “franchise” includes any contract under which a retailer or distributor (as the case may be) is

authorized or permitted to occupy leased marketing premises, which premises are to be employed in connection

with the sale, consignment, or distribution of motor fuel under a trademark which is owned or controlled by

such refiner or by a refiner which supplies motor fuel to the distributor which authorizes or permits such

occupancy. The term also includes any contract pertaining to the supply of motor fuel which is to be sold,

consigned or distributed under a trademark owned or controlled by a refiner, or under a contract which has

existed continuously since May 15, 1973, and pursuant to which, on May 15, 1973, motor fuel was sold,

consigned or distributed under a trademark owned or controlled on such date by a refiner. The unexpired

portion of a transferred franchise is also included in the definition of the term.

B. Franchise Relationship

The term “franchise relationship” refers to the respective motor fuel marketing or distribution obligations and

responsibilities of a franchisor and a franchisee which result from the marketing of motor fuel under a franchise.

C. Franchisee

A “franchisee” is a retailer or distributor who is authorized or permitted, under a franchise, to use a trademark in

connection with the sale, consignment or distribution of motor fuel.

D. Franchisor

A “‘franchisor” is a refiner or distributor who authorizes or permits, under a franchise, a retailer or distributor to

use a trademark in connection with the sale, consignment, or distribution of motor fuel.

E. Marketing Premises

“Marketing premises” are the premises which, under a franchise, are to be employed by the franchisee in

connection with the sale, consignment, or distribution of motor fuel.

F. Leased Marketing Premises

“‘Leased marketing premises” are marketing premises owned, leased or in any way controlled by a franchisor

and which the franchisee is authorized or permitted under the franchise, to employ in connection with the sale,

consignment, or distribution of motor fuel.

G. Fail to Renew and Nonrenewal

The terms “fail to renew” and “nonrenewal” refer to a failure to reinstate, continue, or extend a franchise

relationship (1) at the conclusion of the term, or on the expiration date, stated in the relevant franchise, (2) at any

time, in the case of the relevant franchise which does not state a term of duration or an expiration date, or

(3) following a termination (on or after June 19, 1978) of the relevant franchise which was entered into prior to

June 19, 1978 and has not been renewed after such date.

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II. Legal Remedies Available to Franchisee

The following is a more detailed description of the remedies available to the franchisee if a franchise is

terminated or not renewed in a way that fails to comply with the Act.

A. Franchisee’s Right to Sue

A franchisee may bring a civil action in United States District Court against a franchisor who does not comply

with the requirements of the Act. The action must be brought within one year after the date of termination or

nonrenewal or the date the franchisor fails to comply with the requirements of the law, whichever is later.

B. Equitable Relief

Courts are authorized to grant whatever equitable relief is necessary to remedy the effects of a violation of the

law’s requirements. Courts are directed to grant a preliminary injunction if the franchisee shows that there are

sufficiently serious questions, going to the merits of the case, to make them a fair ground for litigation, and if,

on balance, the hardship which the franchisee would suffer if the preliminary injunction is not granted will be

greater than the hardship which the franchisor would suffer if such relief is granted.

Courts are not required to order continuation or renewal of the franchise relationship if the action was brought

after the expiration of the period during which the franchisee was on notice concerning the franchisor’s intention

to terminate or not renew the franchise agreement.

C. Burden of Proof

In an action under the Act, the franchisee has the burden of proving that the franchise was terminated or not

renewed. The franchisor has the burden of proving, as an affirmative defense, that the termination or

nonrenewal was permitted under the Act and, if applicable, that the franchisor complied with certain other

requirements relating to terminations and nonrenewals based on condemnation or destruction of the marketing

premises.

D. Damages

A franchisee who prevails in an action under the Act is entitled to actual damages and reasonable attorney and

expert witness fees. If the action was based upon conduct of the franchisor which was in willful disregard of the

Act’s requirements or the franchisee’s rights under the Act, exemplary (punitive) damages may be awarded

where appropriate. The court, and not the jury, will decide whether to award exemplary damages and, if so, in

what amount.

On the other hand, if the court finds that the franchisee’s action is frivolous, it may order the franchisee to pay

reasonable attorney and expert witness fees.

E. Franchisor’s Defense to Permanent Injunctive Relief

Courts may not order a continuation or renewal of a franchise relationship if the franchisor shows that the basis

of the non-renewal of the franchise relationship was a determination made in good faith and in the normal

course of business:

(1) To convert the leased marketing premises to a use other than the sale or distribution of motor fuel;

(2) To materially alter, add to, or replace such premises;

(3) To sell such premises;

(4) To withdraw from marketing activities in the geographic area in which such premises are located; or

(5) That the renewal of the franchise relationship is likely to be uneconomical to the franchisor despite

any reasonable changes or additions to the franchise provisions which may be acceptable to the franchisee.

In making this defense, the franchisor also must show that he has complied with the notice provisions of the Act.

This defense to permanent injunctive relief, however, does not affect the franchisee’s right to recover actual

damages and reasonable attorney and expert witness fees if the nonrenewal is otherwise prohibited under the

Act.

Issued in Washington, D.C. on June 12, 1996.

Marc W. Chupka,

Acting Assistant Secretary for Policy.

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EXHIBIT 13-A

MOBIL PROPRIETARY MARKS

Retail Motor Fuels Business

Mark

Class

Appl. Number

Reg. Number

Authorized Use

Canopy Design

4, 35

77/860266

Motor fuels, namely

gasoline and diesel fuels

Retail of fuels for

vehicles

Canopy Design

with MOBIL in color

4, 35

77/860248

Motor fuels, namely

gasoline and diesel fuels

Retail of fuels for

vehicles

Forecourt Design

MOBIL in color and Pegasus

Design In Circle

4, 35

77/860286

Motor fuels, namely

gasoline and diesel fuels

Retail of fuels for

vehicles

13-1

Mark

Class

Appl. Number

Reg. Number

Authorized Use

Fuel Dispenser Design —

MOBIL in color and Pegasus

Design In Circle

4, 35

77/824668

Motor fuels, namely

gasoline and diesel fuels

Retail of fuels for

vehicles

MOBIL

71/408518

363312

Motor fuels, namely,

gasoline and diesel fuels

MOBIL

73/436242

1302728

Uniforms

MOBIL

73/068179

1046513

Automotive service

station services

MOBIL

(in color)

73/391554

1263693

Uniforms

MOBIL

(in color)

73/070138

1049824

Automotive service

station services

MOBIL

(in color)

77/862545

3787476

Motor fuels, namely

gasoline and diesel fuels

Pegasus Design

77/685131

3654749

Motor fuels, namely,

gasoline and diesel fuels

Pegasus Design

73/737516

1530962

Uniforms

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Mark

Class

Appl. Number

Reg. Number

Authorized Use

Pegasus Design

73/646301

1461344

Automotive service

station services

Pegasus Design

77/685117

Motor fuels, namely,

gasoline and diesel fuels

SPEEDPASS

76/369844

2884731

Business services,

namely facilitation of

transaction authorization

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EXHIBIT 13-B

MOBIL PROPRIETARY MARKS

Related Businesses

Mark

Class

Appl. Number

Reg. Number

Authorized Use

BENGAL TRADERS

GOURMET COFFEE and

Design

30, 43

78/366759

2933079

Coffee only at locations

identified on Exhibit 1

that offer BENGAL

TRADERS coffee on the

Effective Date.

Preparation and serving

of coffee for

consumption on or off

the premises only at

locations identified on

Exhibit 1 that offer

BENGAL TRADERS

coffee on the Effective

Date.

MOBIL

73/000277

1028163

Retail food store services

MOBIL

(in color)

73/070138

1049824

Car wash services

MOBIL MART

73/506253

1338384

Retail food and

convenience store

services

Pegasus Design

75/103564

2078949

Containers, namely, cups

and mugs

WASH N’ RUN

78/103355

2792917

Car wash services

WASH N’ RUN

(design)

77/313540

3453272

Car wash services

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EXHIBIT 14-A

EXXON PROPRIETARY MARKS

Retail Motor Fuels Business

Mark

Class

Appl. Number

Reg. Number

Authorized Use

Canopy Design

4, 35

77/859372

Motor fuels, namely

gasoline and diesel fuels

Retail of fuels for

vehicles

Canopy Design

with EXXON in color

4, 35

77/859354

Motor fuels, namely

gasoline and diesel fuels

Retail of fuels for

vehicles

ESSO

71/181659

176408

Motor fuels, namely

diesel fuels.

EXXON

72/296761

902044

Motor fuels, namely,

gasoline and diesel fuels

EXXON

73/124656

1089259

Uniforms

EXXON

77/609708

3594892

Automotive service

station services

EXXON

(stylized)

77/748076

3736429

Motor fuels, namely,

gasoline and diesel fuels

14-1

Mark

Class

Appl. Number

Reg. Number

Authorized Use

EXXON

(stylized)

73/391554

1263693

Automotive service

station services.

EXXON (stylized)

and Design

72/407854

968512

Motor fuels, namely

gasoline and diesel fuels

EXXON (stylized)

and Design

77/609704

3594891

Automobile service

station services

Forecourt Design

EXXON in color and Running

Live Tiger Design

4, 35

77/859402

Motor fuels, namely

gasoline and diesel fuels

Retail of fuels for

vehicles

Fuel Dispenser Design —

EXXON in color and Running

Live Tiger Design

4, 35

77/823527

Motor fuels, namely

gasoline and diesel fuels

Retail of fuels for

vehicles

14-2

Mark

Class

Appl. Number

Reg. Number

Authorized Use

Interlocking X Design

75/474257

2305494

Motor fuels, namely,

gasoline and diesel fuels

Running Live Tiger Design

77/560609

3594835

Motor fuels, namely,

gasoline and diesel fuels

Running Live Tiger Design

77/560522

3594833

Automotive service

station services

Running Live Tiger Design with

Striped Background

77/585076

3594868

Motor fuels, namely,

gasoline and diesel fuels

SPEEDPASS

76/369844

2884731

Business services,

namely facilitation of

transaction authorization

14-3

EXHIBIT 14-B

EXXON PROPRIETARY MARKS

Related Businesses

Mark

Class

Appl. Number

Reg. Number

Authorized Use

BENGAL TRADERS GOURMET

COFFEE and Design

30, 43

78/366759

2933079

Coffee only at locations

identified on Exhibit 1

that offer BENGAL

TRADERS coffee on the

Effective Date.

Preparation and serving

of coffee for

consumption on or off

the premises only at

locations identified on

Exhibit 1 that offer

BENGAL TRADERS

coffee on the Effective

Date.

EXXON

77/609708

3594892

Car wash services

EXXON

73/659159

1471065

Retail food and

convenience store

services

EXXON SHOP

73/659160

1470218

Retail food and

convenience store

services

TIGER MART & Whimsical Tiger

Design

Retail food and

convenience store

services

TIGER MART & Whimsical Tiger

Design

Retail food and

convenience store

services

TIGER WASH

78/408223

3003997

Car wash services

14-4

Mark

Class

Appl. Number

Reg. Number

Authorized Use

TIGER WASH and Design

78/188466

2893891

Car wash services

WASH N’ RUN

78/103355

2792917

Car wash services

WASH N’ RUN

(design)

77/313540

3453272

Car wash services

14-5

EXHIBIT 15

INITIAL TOTAL VOLUME

360,079,000 gallons

15-1

EXHIBIT 16

EXXON OR MOBIL BRANDED RETAIL OUTLETS

IN THE DESIGNATED GEOGRAPHIES

16-1

(REDACTED)

EXHIBIT 16

EXXON OR MOBIL BRANDED RETAIL OUTLETS

IN THE DESIGNATED GEOGRAPHIES

Site

Address

City

State

960 FALL RIVER AVE

SEEKONK

30 CENTRAL SQ

CHELMSFORD

44 GREAT ROAD

ACTON

980 CHELMSFORD ST

LOWELL

185 LITTLETON ROAD

WESTFORD

453 WASHINGTON ST

WELLESLEY

1335 MAIN ST

WALTHAM

50 MIDDLESEX TPK

BURLINGTON

272 POND ST

ASHLAND

815 WASHINGTON

HOLLISTON

432 BOSTON POST ROAD

SUDBURY

178 MAIN STREET

READING

155 FAUNCE CRNR

NORTH DARTMOUTH

553 MASSACHUSETTS AVE

ACTON

978 HIGHLAND AVE

MEDFORD

1095 COUNTY ST

TAUNTON

145 CHURCH STREET

PEMBROKE

525 PARADISE ROAD

SWAMPSCOTT

1123 BROADWAY

SAUGUS

1330 MAIN STREET

READING

107 STATE ST

NEWBURYPORT

214 HAVERHILL ST

METHUEN

14 NORTH MAIN STREET

ANDOVER

109 COURT ST

PLYMOUTH

198 HARVARD ST

BROOKLINE

11 TAUNTON ST

PLAINVILLE

1 MYSTIC AVE

MEDFORD

372 WASHINGTON

STOUGHTON

140 MEDWAY ROAD

MILFORD

76 STOREY AVENUE

NEWBURYPORT

22 MAPLE AVE

SHREWSBURY

MAIN & NORTH STS

MEDFIELD

1451 WASHINGTON

HANOVER

193 WHITING ST

HINGHAM

92 W MAIN ST

HOPKINTON

1063 WORCESTER ROAD

FRAMINGHAM

264 NEPONSET VALLEY PKY

HYDE PARK

2900 CRANBERRY HWY.

EAST WAREHAM

Site

Address

City

State

434 CAMBRIDGE ST

ALLSTON

12 MASSACHUSETTS AVE

NORTH ANDOVER

551 BROADWAY

METHUEN

816 MEMORIAL DRIVE

CAMBRIDGE

285 TURNPIKE ROAD

SHREWSBURY

37 COUNTY ROAD

MATTAPOISETT

76 WORCESTER ROAD

SOUTHBOROUGH

512 CHESTNUT ST

LYNN

345 BOYLSTON ST

BROOKLINE

1269 FURNACE BROOK PKY

QUINCY

1111 GREAT PLAIN AVE

NEEDHAM

139 RIVER ROAD #I-93

ANDOVER

154 ENDICOTT ST

DANVERS

130 TURNPIKE ROAD

WESTBOROUGH

1040 MAIN ST

TEWKSBURY

350 WINTHROP AVE

NORTH ANDOVER

2615 MASSACHUSETTS

AVENUE

CAMBRIDGE

303 N. PEARL STREET

BROCKTON

1249 NEWPORT AVENUE

ATTLEBORO

1012 BELMONT ST

BROCKTON

RT 28 & SPRING BARS ROAD

FALMOUTH

1094 BEACON ST

NEWTON

431 NEWBURY ST

DANVERS

165 SOUTH STREET

WRENTHAM

277 BEDFORD ST

LEXINGTON

1449 ROUTE 132

HYANNIS

316 LOWELL ST

WILMINGTON

309 LOWELL STREET

ANDOVER

301 ELM STREET

BRAINTREE

250 MAIN ST

STONEHAM

441 BOSTON ROAD

BILLERICA

1556 BLUE HILL

MATTAPAN

91 LYNNFIELD ST

PEABODY

270 W. MAIN STREET

MARLBOROUGH

10 MILL ST

WORCESTER

97 MAPLE ST

DANVERS

350 SQUIRE ROAD

REVERE

22 CONCORD TPKE EAST/WEST

CONCORD

Site

Address

City

State

696 COCHITUATE ROAD

FRAMINGHAM

265 GRANITE ST

BRAINTREE

1734 FALMOUTH ROAD

CENTERVILLE

491 FOUNDRY ST

SOUTH EASTON

1175 MAIN ST

HOLDEN

143 NAHATAN STREET

NORWOOD

285 STATE ROAD

NORTH DARTMOUTH

36 W MAIN ST

NORTHBOROUGH

2776 WASHINGTON ST

CANTON

575 W CENTER ST

WEST BRIDGEWATER

173 BEDFORD ST

BURLINGTON

123 CENTRAL ST

FOXBORO

1 CENTRAL ST

GEORGETOWN

189 CHAUNCY ST

MANSFIELD

185 PARK AVE

WORCESTER

334 GRAFTON ST

WORCESTER

635 CHANDLER ST

WORCESTER

660 MT AUBURN ST

WATERTOWN

71 ESSEX AVENUE

GLOUCESTER

242 WASHINGTON STREET

HUDSON

767 MAIN ST

HAVERHILL

386 MAIN ST

MELROSE

972 MAIN ST

MILLIS

751 MAIN ST

WALPOLE

143 SUDBURY ROAD

CONCORD

88 BOSTON POST ROAD

WESTON

971 PROVIDENCE HWY

NORWOOD

647 LOWELL ST

LEXINGTON

845 MOODY ST

WALTHAM

95 CHELMSFORD ST

CHELMSFORD

1785 ANDOVER STREET

TEWKSBURY

96 MONTVALE AVE

STONEHAM

93 MAZZEO DR

RANDOLPH

660 W CENTRAL ST

FRANKLIN

52 JAMES REYNOLDS RD

SWANSEA

1112 MAIN ST

CONCORD

9597 WESTFORD ROAD

TYNGSBORO

2105 COMMONWEALTH AVE

NEWTON

Site

Address

City

State

601 MAIN STREET

WEST YARMOUTH

789 S MAIN ST

HAVERHILL

906 BEDFORD ST

ABINGTON

1181 BLUE HILL AVE

MATTAPAN

85 SOUTHAMPTON ST

ROXBURY

2 SOUTH ST

STONEHAM

250 GRANITE ST

BRAINTREE

499 WASHINGTON ST

NORWOOD

315 COMMONWEALTH ROAD

WAYLAND

710 HIGH ST

WESTWOOD

270 N MAIN ST

BELLINGHAM

783 BLUE HILL AVE

DORCHESTER

134 CEDAR ST

MILFORD

190 KING ST

COHASSET

208 CHURCH ST

PEMBROKE

470 MERIDIAN ST

EAST BOSTON

107 MAIN ST

MEDWAY

980 PROVIDENCE HWY

WALPOLE

548 FALMOUTH ROAD

MASHPEE

512 MAIN STREET

WEYMOUTH

158 MARKET ST

ROCKLAND

940 ANDOVER STREET

TEWKSBURY

23 PLEASANT ST

WOBURN

273 E BERKELEY ST

BOSTON

145 SHARON ST

STOUGHTON

1033 TRAPELO ROAD

WALTHAM

130 MAIN ST

KINGSTON

396 WALTHAM ST

LEXINGTON

2 ESSEX ST

SAUGUS

500 KING ST

LITTLETON

70 MAIN ST

AYER

115 Whalon Street

FITCHBURG

343 FRESH POND PKY

CAMBRIDGE

596 SALEM ST

LYNNFIELD

AIRPORT BUSINESS PK

EDGARTOWN

RT 1 & 133

ROWLEY

RT 3A AMD MEETINGHOUSE

SAGAMORE BEACH

576 PLYMOUTH ST

HALIFAX

Site

Address

City

State

200 OLD MAIN ROAD

NORTH FALMOUTH

1 MAIN ST

UXBRIDGE

397 GREAT PLAIN AVE

NEEDHAM

196 HIGH STREET

WALTHAM

823 KEMPTON ST

NEW BEDFORD

2235 STATE ROAD/RT 3A

PLYMOUTH

300 COUNTY ST

ATTLEBORO

UPPER MAIN STREET

EDGARTOWN

460 MAIN ST

BOLTON

134 WEST MAIN STREET (RT9)

EAST BROOKFIELD

93 SOUTHBRIDGE ST

NORTH OXFORD

272 MAIN ST

PLYMPTON

2322 S MAIN ST

FALL RIVER

63 MAIN ST

DOUGLAS

141 MAIN ST

EDGARTOWN

367 ASHLEY BLVD

NEW BEDFORD

1348 NEW STATE HWY

RAYNHAM

RT 146 AND BOSTON ROAD

SUTTON

ROUTE 131

STURBRIDGE

1266 BROADWAY

RAYNHAM

612 MIDDLESEX TPKE

BILLERICA

2 WALPOLE STREET

DOVER

2683 ROUTE 6

WELLFLEET

540 MASSASOIT ROAD

WORCESTER

452 ROUTE 134

SOUTH DENNIS

302 PALMER AVE

FALMOUTH

110 MAIN ST

CARVER

68 POND ST

SHARON

2155 IYANOUGH ROAD

WEST BARNSTABLE

P O BOX 310/80 RTE 130

FORESTDALE

140 SAMOSET ST

PLYMOUTH

2 MAINS ST

TEWKSBURY

24 SUTTON AVE

OXFORD

2160 RT 6A

BREWSTER

I495 AND RT 24 SB

BRIDGEWATER

I495 AND RT 24 NB

EAST TAUNTON

238 MAIN ST

TOWNSEND

3 BOSTON ROAD

GROTON

Site

Address

City

State

76 MAIN ST

LEOMINSTER

280 NEW LANCASTER ROAD

LEOMINSTER

94 BRIDGE ST

SALEM

17 PEARSON BLVD

GARDNER

6 GARDNER ROAD

ASHBURNHAM

2143 MAIN ST

ATHOL

240 SPRING ST

WINCHENDON

131 MASSACHUSETTS AVE

LUNENBURG

1274 MAIN ST

ASHBY

109 ROUTE 6A

ORLEANS

265 S MAIN ST

MIDDLETON

233 MAIN ST

WENHAM

793 MAIN ST

LYNNFIELD

950 MAIN ST

WAKEFIELD

66 N.MAIN ST.

SALISBURY

24 E MAIN ST

WESTBOROUGH

880 MAIN ST

WOBURN

453 ESSEX ST

BEVERLY

75 MAIN ST

WOBURN

78 N MAIN ST

NATICK

103 W UNION ST

ASHLAND

133 W CENTRAL

NATICK

1116 MASSACHUSETTS AVE

ARLINGTON

SO ARTERY & CODDINGTON

QUINCY

30A MAIN ST

WINTHROP

MAIN ST

OSTERVILLE

1010 CHESTNUT ST

NEWTON

457 MAIN ST

HUDSON

161 LINCOLN ROAD

LINCOLN

177 WASHINGTON ST

PLAINVILLE

79 NEEDHAM ST

NEWTON HIGHLANDS

333 EASTERN AVE

MALDEN

273 MIDDLESEX AVE

MEDFORD

700 LYNNWAY

LYNN

396 CHELSEA ST

EAST BOSTON

89 WASHINGTON ST

NORWELL

348 E WASHINGTON ST

NORTH ATTLEBORO

10 AIRPORT ROAD.,

NANTUCKET

Site

Address

City

State

129 ORANGE ST

NANTUCKET

20 N CAMBRIDGE ST

NANTUCKET

SWAINS WHARF

NANTUCKET

26 MACY LANE

NANTUCKET

41 SPARKS AVE.

NANTUCKET

96 WASHINGTON ST

NANTUCKET

320 W HOUSATONIC ST

PITTSFIELD

580 NORTH ST

PITTSFIELD

246 STOCKBRIDGE ROAD

GREAT BARRINGTON

1140 PLEASANT ST

LEE

458 SOUTH ST

PITTSFIELD

241 MAIN ST

LEE

RTE 7

LANESBORO

734 EAST ST

PITTSFIELD

ROUTE 202

SOUTH HADLEY

WEST & HOLYOKE

LUDLOW

259 MAIN ST

WILLIAMSTOWN

568 NEWTON ST

SOUTH HADLEY

SOUTH STREET

STOCKBRIDGE

ROUTE 8

HINSDALE

143 MAIN ST

MONSON

DALTON - BENEDICT

PITTSFIELD

26 COMMERCIAL ST

ADAMS

1201 MAIN ST

HAVERHILL

401 AMESBURY ROAD

HAVERHILL

ROUTE 2

SHELBURNE

47 HARDING ST

MIDDLEBOROUGH

RURAL ROUTE 02

GILL

511 STATION AVE

SOUTH YARMOUTH

365 MAIN STREET

STURBRIDGE

490 COUNTY ST

NEW BEDFORD

449 MECHANIC ST

FITCHBURG

1460 MIDDLESEX ST

LOWELL

4 CHACE ROAD

EAST FREETOWN

696 S MAIN ST

GREAT BARRINGTON

2012 MEMORIAL DR

CHICOPEE

124 NORTHAMPTON ST

EASTHAMPTON

2788 BOSTON ROAD

WILBRAHAM

Site

Address

City

State

1001 SOUTH ST

WRENTHAM

188 ELM ST

PITTSFIELD

68 S MAIN ST

ASSONET

2505 CRANBERRY HWY

WAREHAM

634 MAIN STREET

AGAWAM

5A AYERS VILLAGE ROAD

METHUEN

656 BOSTON POST ROAD

MARLBOROUGH

44 DODGE ST

BEVERLY

CIRCUMFERENTIAL HWY/RT 128

NEWTON

690 MARRETT ROAD/RTE 128

LEXINGTON

36-38 WORCESTER ROAD

CHARLTON

853-855 WEST BOLYSTON ST

WORCESTER

164 SOUTH STREET

PLYMOUTH

1074 STATE ROAD

WEST TISBURY

1245 NORTH MAIN STREET

RANDOLPH

522 WEST STREET

READING

1995 WINTHROP ST

NORTH DIGHTON

LAKEVIEW AVE

DRACUT

785 GORHAM STREET

LOWELL

451 WAREHAM ST

MIDDLEBORO

188 GORE ROAD.,

WEBSTER

100-106 WASHINGTON ST

ATTLEBORO

643 MAIN ST.

WINCHESTER

426 PITTSFIELD ROAD.

LENOX

83 NEW YORK AVE

OAK BLUFFS

147 MAIN ST

SHEFFIELD

399 NORTHAMPTON ST

AMHERST

1635 NORTHAMPTON ST

HOLYOKE

13 NORTH MAIN ST

EAST LONGMEADOW

467 LONGMEADOW ST

LONGMEADOW

600 COLLEGE HWY

SOUTHWICK

3111 MAIN STREET

SPRINGFIELD

1012 BEDFORD STREET

FALL RIVER

773 MAPLE ROAD

LONGMEADOW

1828 BOSTON ROAD

SPRINGFIELD

562 WESTFIELD ST

WEST SPRINGFIELD

161 N PLEASANT ST

AMHERST

833 E COLUMBUS AVE

SPRINGFIELD

Site

Address

City

State

12 SUGARLOAF ST

SOUTH DEERFIELD

90 MAIN ST

LENOX

1130 RIVERDALE ST

WEST SPRINGFIELD

100 MAIN ST

FLORENCE

1830 WILBRAHAM ROAD

SPRINGFIELD

162 SOUTHAMPTON ROAD

WESTFIELD

142 MOHAWK TRAIL

GREENFIELD

181 ELM STREET

WESTFIELD

236 ROUTE 15

STURBRIDGE

242 CONWAY ROAD

SOUTH DEERFIELD

137 BRADFORD ST.

PROVINCETOWN

222 BARRE PASTON ROAD

RUTLAND

2 ROCKWOOD ROAD

NORFOLK

131 COMMERCE WAY

PLYMOUTH

2 HEAD OF THE BAY ROAD

BOURNE

360 MEDFORD STREET

SOMERVILLE

23 ROCKY HILL ROAD

AMESBURY

360 MACARTHUR BLVD

BUZZARDS BAY

365 CONCORD AVE

BELMONT

ROUTE 1

WELLS

RT 196

LISBON FALLS

118 MAPLE ST.,

CORNISH

115 S MAIN ST

BREWER

254 WILTON ROAD

FARMINGTON

96 MAIN ST

MEXICO

64 COTTAGE ST

BAR HARBOR

364 UPPER MAIN ST

WATERVILLE

248 MAIN ST

LEWISTON

23 WESTERN AVE

AUGUSTA

343 WILSON ST

BREWER

LOWER VILLAGE WESTERN AV

KENNEBUNK

51 MAIN ST

KENNEBUNK

174 MAIN STREET

CUMBERLAND

90 WESTERN AVE

SOUTH PORTLAND

357 ROOSEVELT TRAIL

WINDHAM

124 MAIN ST

FAIRFIELD

MILE 57 NORTHBOUND

GRAY

MILE56 SOUTHBOUND

GRAY

Site

Address

City

State

MILE 24 NORTHBOUND

KENNEBUNK

MILE 24 SOUTHBOUND

KENNEBUNK

809 ROOSEVELT TRL

NORTH WINDHAM

782 MAIN ST

WESTBROOK

17 OLD POINT AVE

MADISON

ROUTE 1

BATH

SEARSPORT AVE/BOX 252

BELFAST

34 STONE ST

AUGUSTA

1519 ATLANTIC HWY

WALDOBORO

57 MAIN ST

BRIDGTON

7 MAIN ST

OAKLAND

700 MAIN ST

ROCKLAND

230 US RTE 1

SCARBOROUGH

2 PARK AVE

PORTLAND

RT 2

RUMFORD

296 MAIN ST

AUBURN

US RT 11 & 157

MEDWAY

1340 ROOSEVELT TRL

RAYMOND

JCT RTE 25 AND RTE 35

STANDISH

191 PARK ST

ROCKLAND

670 ROOSEVELT TRL

NORTH WINDHAM

230 LINCOLN ST

BATH

613 US ROUTE 1

SCARBOROUGH

7 RT 236 & I95

KITTERY

101 BATH ROAD

BRUNSWICK

1 PORTLAND ROAD.

GRAY

1196 CONGRESS ST

PORTLAND

496 MAIN ST.,

FRYEBURG

697 MAIN ST

SOUTH PORTLAND

NORTH & PLEASANT

WATERVILLE

BANGOR ST

AUGUSTA

211 PLEASANT ST

BRUNSWICK

RT 1 & RIPLEY ROAD

KITTERY

99 MAIN ROAD S

HAMPDEN

3 MOOSEHEAD TRAIL

NEWPORT

ROUTE 1 EAST

PEMBROKE

1215 STATE ST.

VEAZIE

1510 MAIN ST

POLAND

Site

Address

City

State

51 HIGH ST

ELLSWORTH

1105 HAMMOND ST

BANGOR

MAIN STREET

PRINCETON

2 MAIN ST

MILFORD

1187 UNION ST

BANGOR

298 OCEAN HOUSE ROAD

CAPE ELIZABETH

729 MAIN ROAD

HOLDEN

U.S. ROUTE 1

GOULDSBORO

700 MAIN ST

PRESQUE ISLE

BOX 191 RIVER ROAD

ORRINGTON

ROUTE 102

MOUNT DESERT

368 HIGH ST.

ELLSWORTH

US RT #1

MADAWASKA

BROADWAY

BANGOR

56 MAIN ST

MACHIAS

BENNETT DR

CARIBOU

RR 15

EAST CORINTH

ROUTE 15

GREENVILLE

S MAIN & ELM

GUILFORD

100 SOMERSET AVE

PITTSFIELD

65 NEWPORT ROAD

CORINNA

1020 W MAIN STREET

DOVER FOXCROFT

9 UNION SQ

DOVER FOXCROFT

32 TENNY HILL

MONSON

PLEASANT ST

SANGERVILLE

74 CHURCH ST

DEXTER

RTS 1 AND 1A

YORK

MAIN ST

BROWNVILLE

10 MECAW ROAD

HAMPDEN

RTE 15

GLENBURN

310 STILLWATER AVE

BANGOR

10 STILLWATER AVE

ORONO

396 NORTH MAIN STREET

BREWER

161 EAST MAIN ST

SEARSPORT

96 STATE ST

BANGOR

264 MAIN STREET

WINTERPORT

1498 CARL BROGGI HWY

LEBANON

742 PORTLAND ROAD

SACO

Site

Address

City

State

394 ELM ST

BIDDEFORD

611 WILSON ST

BREWER

12 US ROUTE 1

YARMOUTH

1397 WASHINGTON AVE

PORTLAND

47 MAIN STREET

WESTBROOK

518 FOREST AVE

PORTLAND

841 LISBON ST

LEWISTON

345 CENTER STREET

AUBURN

2019 WASHINGTON ST & KITTYHAWK

AVE

AUBURN

1930 LISBON ST.

LEWISTON

90 TOWNSEND AVE

BOOTHBAY HARBOR

15 ROCKWOOD ROAD

ROCKWOOD

10D BRODY WAY & AUBURN ROAD

TURNER

205 WESTERN AVE.

AUGUSTA

157 MAIN ST

MADAWASKA

311 NORTH ST

CALAIS

227 RT 2 EAST

DRYDEN

RTE. 126 LEWISTON ROAD

WEST GARDINER

447 MAIN STREET

DAMARISCOTTA

70 ELM ST

SACO

280 LAFAYETTE ROAD

HAMPTON

470 AMHERST ROAD

BEDFORD

201 ISLINGTON ST

PORTSMOUTH

30 CALEF HWY

EPPING

54 PORTSMOUTH AVE

EXETER

519 SOUTH STREET

BOW

468 DANIEL WEBSTER HWY.

MERRIMACK

2 S MAIN ST

DERRY

82 DERRY ROAD #10

HUDSON

1019 SECOND STREET

MANCHESTER

242 AMHERST STREET

NASHUA

96 BROAD STREET

NASHUA

137 ROUTE 101

BEDFORD

48 CONCORD ROAD

LEE

62 MAIN STREET

EAST ROCHESTER

685 LAFAYETTE ROAD

HAMPTON

210 EDDY ROAD

MANCHESTER

RT-4

ENFIELD

Site

Address

City

State

ROUTE 10 & MAIN STREET

NORTH HAVERHILL

RT-2 & 16

GORHAM

ROUTE 302/I93

LITTLETON

ROUTE 16

ALBANY

312 LONDONDERRY TPKE

AUBURN

179 RAYMOND ROAD

CANDIA

S PARK ST

HANOVER

WALLIS ROAD

RYE

181 DOVER ROAD

CHICHESTER

316 COURT ST

LACONIA

162 MAIN STREET

ASHLAND

786 METHODIST HILL ROAD

ENFIELD

1400 LAKE SHORE ROAD

GILFORD

134 N BROADWAY

SALEM

ROUTE 103

NEWBURY

MAIN ST

LINCOLN

VILLAGE ROAD

FREEDOM

120 PLEASANT ST

SALEM

81 S MAIN ST

CONCORD

231 ROCKINGHAM ROAD

LONDONDERRY

530 PEMBROKE ST

PEMBROKE

1 EASTMAN ST

CONCORD

RTE 11 & RTE 153

FARMINGTON

1095 HANOVER ST

MANCHESTER

4 COUNTRY CLUB ROAD

GILFORD

ROUTE 16

NORTH CONWAY

RR 2 HOLDERNESS ROAD

PLYMOUTH

798 CENTRAL ST

FRANKLIN

70 LAFAYETTE ROAD

NORTH HAMPTON

1980 WOODBURY AVE

PORTSMOUTH

RT-16 & 109

SANBORNVILLE

RTE 25 & 16

WEST OSSIPEE

ROUTE 114

HENNIKER

221 CENTRAL AVE

DOVER

39 PORTSMOUTH AVE

STRATHAM

RT 101

MILFORD

ROUTE 12 & ROUTE 119

FITZWILLIAM

22 HENNIKER STREET

HILLSBORO

Site

Address

City

State

ROUTE 12

EAST SWANZEY

MAIN ST # 111

KINGSTON

546 FIRST NEW HAMPSHIRE TURNPIKE

NORTHWOOD

113 GROVE ST

PETERBOROUGH

RIVER-MICHIGAN ST

WINCHESTER

10 BRIDGE ST (RT 38)

PELHAM

354 MAIN ST

FRANCONIA

ROUTE 3

PITTSBURG

ROUTE 116

LITTLETON

MAIN ST

COLEBROOK

1050 S WILLOW ST

MANCHESTER

RT 28

BARNSTEAD

75 RT. 101 A

AMHERST

RT 114

WEARE

ROUTE 4

EPSOM

140 DW HWY

MERRIMACK

62 RIVER ST

JAFFREY

MAIN STREET

CONTOOCOOK

ROUTE 4

SALISBURY

81 N MAST ROAD.

GOFFSTOWN

24 ELM ST

MILFORD

148 MAIN ST

WILTON

626 GIBBONS HWY

WILTON

TURNPIKE ROAD

NEW IPSWICH

1602 ELM ST

MANCHESTER

650 PARK AVE

KEENE

472 OLD HOMESTEAD HWY

SWANZEY

11 NASHUA ROAD

LONDONDERRY

161 PORTLAND AVE

DOVER

215 MAIN ST

LANCASTER

2391 BROWN AVE

MANCHESTER

1932 WELLINGTON ROAD.

MANCHESTER

43 E HOLLIS ST

NASHUA

191 EPPING ROAD RT 27

EXETER

374 TENNY MTN HIGHWAY

PLYMOUTH

124 INDIAN ROCK ROAD

WINDHAM

803 LAFAYETTE ROAD

PORTSMOUTH

114 PLEASANT STREET

CLAREMONT

Site

Address

City

State

1275 ROUTE 9

STODDARD

1 SUNCOOK VALLEY ROAD (RT 28)

BARNSTEAD

312 DANIEL WEBSTER HWY

MEREDITH

309 ROUTE 104

NEW HAMPTON

110 LOUDON ROAD

CONCORD

254 NH ROUTE 49

CAMPTON

97 NORTH MAIN ST

WEST LEBANON

219 WEST ST

KEENE

16 JOHN STARK HWY

NEWPORT

247 MAIN STREET

CLAREMONT

96 HANOVER ST

LEBANON

270 PINEWOOD ROAD

ALLENSTOWN

510 HARVEY ROAD.

MANCHESTER

1190 ROUTE 12A

PLAINFIELD

566 MAST ROAD

GOFFSTOWN

1050 BALD HILL ROAD

WARWICK

1282 ELMWOOD

CRANSTON

249 POST ROAD

WESTERLY

1776 POST ROAD

WARWICK

900 WAMPANOAG TRL

EAST PROVIDENCE

208 GANSETT AVE

CRANSTON

6228 POST ROAD

NORTH KINGSTOWN

975 OAKLAWN AVENUE

CRANSTON

354 PUTNAM PIKE

SMITHFIELD

3079 TOWER HILL ROAD

SOUTH KINGSTOWN

66 POINT JUDITH ROAD

NARRAGANSETT

269 VALLEY ST

PROVIDENCE

1897 PLAINFIELD PIKE

JOHNSTON

10 EAST AVE

WESTERLY

301 BRANCH AVE

PROVIDENCE

119 GREENVILLE AVE

JOHNSTON

91 VETERANS MEMORIAL DR

WARWICK

389 ELMWOOD AVENUE

PROVIDENCE

1214 MAIN STREET

WYOMING

1055 SMITH ST

PROVIDENCE

100 PRIVILEGE ST

WOONSOCKET

935 SMITHFIELD AVE

LINCOLN

168 LONSDALE AVE

PAWTUCKET

Site

Address

City

State

356 WEST MAIN STREET

MIDDLETOWN

890 DEXTER STREET

CENTRAL FALLS

92 NEW LONDON TPKE

WEST GREENWICH

2336 PAWTUCKET AVE

EAST PROVIDENCE

3411 KINGSTON ROAD

WEST KINGSTON

973 WILLETT AVE

RIVERSIDE

1568 W MAIN

PORTSMOUTH

272 MARKET ST

WARREN

2291 FLAT RIVER ROAD

COVENTRY

35 NARRAGANSETT AVE

JAMESTOWN

851 TIOGUE AVE

COVENTRY

830 HIGH

CUMBERLAND

25 JEFFERSON BLVD

WARWICK

200 CHARLES STREET

PROVIDENCE

1892 KINGSTOWN ROAD

WAKEFIELD

561 A SOUTH COUNTY TRAIL

EXETER

RT 110

EAST BARRE

RR 2

PLAINFIELD

ROUTE 5

FAIRLEE

213 PAINE TPK NORTH

MONTPELIER

377 RIVER STREET

MONTPELIER

MILL ST

HARDWICK

RTE 5

LYNDONVILLE

4167 VT RT 105

NEWPORT CENTER

ROUTES 5 & 25

BRADFORD

133 WASHINGTON ST

BARRE

RT 5

EAST THETFORD

59 N MAIN ST

NORTHFIELD

RR 2 BOX 1645

DUXBURY

US RT 2

EAST MONTPELIER

FIVE CORNERS

ESSEX

RT 7

MILTON

93 S WINOOSKI AVE

BURLINGTON

1314 WILLISTON ROAD

SOUTH BURLINGTON

ROUTE 116

HINESBURG

977 SHELBURNE ROAD

SOUTH BURLINGTON

450 ESSEX ROAD

WILLISTON

RT7 PO BOX 41

NORTH FERRISBURG

Site

Address

City

State

341 RTE 15

JERICHO

343 ROOSEVELT HWY

COLCHESTER

1711 N MAIN ST RTE 18

MONTGOMERY

1106 US ROUTE 2 NORTH

ALBURG

ROUTE 7

MIDDLEBURY

RT. 7

HIGHGATE SPRINGS

446 MAIN ST (RT 108)

BAKERSFIELD

23 N RIVER ST.

SWANTON

682 MILL ST

SHELDON SPRINGS

1097 US RTE 302

BERLIN

2707 RTE 7

FERRISBURG

42 PARK ST

BURLINGTON

RT 100 B

MORETOWN

ROUTE 105

EAST BERKSHIRE

1830 SHELBURNE ROAD

SOUTH BURLINGTON

308 SOUTH MAIN ST

RICHFORD

996 NORTH AVE

BURLINGTON

1555 NORTH AVE

BURLINGTON

337 ROUTE 2

SOUTH HERO

209 RIVER ST

SPRINGFIELD

RT 12

NORTHFIELD

DEPOT SQUARE

RANDOLPH

RT. 5

HARTLAND

5134 MAIN ST

WAITSFIELD

475 N MAIN ST

BARRE

446 WEST ST

RUTLAND

205 US RT 4 EAST

RUTLAND

38 MAIN ST

FAIR HAVEN

118 S MAIN ST

RUTLAND

169 MAIN ST

WEST RUTLAND

91/2 CONANT SQ

BRANDON

38 KILLINGTON ACCESS ROAD

KILLINGTON

722 MAIN ST (RD 1)

WESTON

906 HARTFORD AVE

WILDER

5680 US RT. 4 & RT 100A

BRIDGEWATER CORNERS

251 NORTH STREET

BENNINGTON

12 NORTH MAIN ST (RT 100)

ROCHESTER

301 MAIN ST

BENNINGTON

Site

Address

City

State

172 MAIN ST

WALLINGFORD

261 BENMOUNT AVE & HUNT

BENNINGTON

557 DEPOT STREET

MANCHESTER

5545 ROUTE 100

PLYMOUTH

217 N MAIN ST

RUTLAND

735 EAST MAIN ST

BENNINGTON

10 EAST MAIN ST

POULTNEY

195 MAIN ST

LUDLOW

5 N MAIN ST

RUTLAND

216 NORTH SIDE DRIVE

BENNINGTON

16 RTE 106

NORTH SPRINGFIELD

1250 US ROUTE 7A

SHAFTSBURY

171 S MAIN ST

SAINT ALBANS

138 LAKE ST

SAINT ALBANS

625 RTE 30

TOWNSHEND

143 LOWER MAIN ST

JOHNSON

2949 ROUTE 22A

SHOREHAM

134 JERICHO ROAD/US RT 15

ESSEX

77 US RTE 7

COLCHESTER

RT 2

ALBURG

ROUTE 14

HARDWICK

366 SWANTON ROAD. & RT 7

SAINT ALBANS

3009 SIMMONSVILLE ROAD

CHESTER

60 NORTH PLEASANT ST

MIDDLEBURY

699 RTE 22A-WASHINGTON ST

FAIR HAVEN

421 ROUTE 2 EAST

DANVILLE

221 COLCHESTER ROAD

ESSEX JUNCTION

BOX 58, 16 HEINSBURG DR

COLCHESTER

4828 VT RT. 15 & 108

JEFFERSONVILLE

6 RIVER ST

MILTON

1207 ETHAN ALLEN HWY

FAIRFAX

4828 ROUTE 2

NORTH HERO

1 FERRY ROAD

SOUTH HERO

ROUTE 44

BROWNSVILLE

1301 MAIN ST

FAIRFAX

14 S MAIN STREET

STOWE

518 PEARL STREET

ENOSBURG FALLS

5023 MAIN ST & DYER

MANCHESTER

Site

Address

City

State

1908 ETHAN ALLEN HWY

NEW HAVEN

1858 VT ROUTE 17

BRISTOL

3108 ROUTE 78

HIGHGATE CENTER

2 SOUTH WATER ST

VERGENNES

ROUTE 7

PITTSFORD

ROUTE 15 & ROUTE 100

MORRISVILLE

66 PLEASANT ST

WOODSTOCK

1ST ST

SWANTON

70 UPPER MAIN ST

ESSEX JUNCTION

414 THEODORE ROOSEVELT HWY

COLCHESTER

87 E MAIN ST

WILMINGTON

583 MAIN ST

CASTLETON

1110 SHELBURNE ROAD

SOUTH BURLINGTON

RT. 7 & EXECUTIVE DRIVE

SHELBURNE

4486 ROUTE 5

DERBY

189 RAILROAD ST (RR & ALLEN CT)

SAINT JOHNSBURY

461 RTE 114

EAST BURKE

ROUTES 5 & 25

BRADFORD

1 US RTE 4 & RTE 100

WEST BRIDGEWATER

5252 SHELBURNE ROAD

SHELBURNE

756 WATERBURY-STOWE ROAD

WATERBURY

811 WILLISTON ROAD

SOUTH BURLINGTON

281 PEARL ST

BURLINGTON

298 E ALLEN ST

WINOOSKI

1801 WILLISTON ROAD

SOUTH BURLINGTON

1436 W MAIN ST

RICHMOND

1917 VT ROUTE 66

RANDOLPH

18 SYKES MOUNTAIN AVE

WHITE RIVER JUNCTION

3 BERLIN ST

MONTPELIER

RT 4 EXIT 1 OFF I-89

QUECHEE

1114 PUTNEY ROAD

BRATTLEBORO

FAIRFAX ROAD.,

SAINT ALBANS

2886 ROUTE 302

WELLS RIVER

2 BARBER ROAD

SAINT GEORGE

2194 MAIN ST.

CASTLETON

469 CANAL ST.

BRATTLEBORO

6023 ROUTE 5

WESTMINSTER

250 RT. 7 REDWOOD PLAZA

MILTON

Site

Address

City

State

36 NORTH MAIN STREET

ALBURG

462 VT ROUTE 107

SOUTH ROYALTON

883/865 COLLEGE PARKWAY

COLCHESTER

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