DEALER/JOBBER SUPPLY AGREEMENT

AGREEMENT MADE THIS _____day of _________________, 200___, between ___________________________(hereinafter “Jobber”) and _________________________ (hereinafter “Dealer”).

1. TERM.

The term of this Agreement shall commence on ____________________, 200___, and continue for a term of one (1) year, unless earlier terminated hereafter. This Agreement shall thereafter renew on a year to year basis, subject to the termination rights set forth hereinafter, unless ninety (90) days before the renewal date either party gives notice to the other party of the intention to non-renew.

2. SUPPLY OF MOTOR VEHICLE FUEL.

The Jobber agrees to supply and deliver to the Dealer, either directly or by common carrier, gasoline of such grade and quantity as Dealer may order from Jobber from time to time.

3. PRODUCT PRICE.

The price charged by the Jobber to the Dealer shall be the rack price in effect for each grade of product at the time that the truck is loaded at the terminal for delivery to the Dealer, plus ________ cents (__¢) per gallon plus transportation at ________cents (___¢) per gallon.

4. TRADEMARK.

Jobber hereby authorizes Dealer to market at Dealer’s station at ______________________________________________________________________(address), motor vehicle fuel under the _______________________trademark. Dealer is hereby authorized to market under such trademark all motor vehicle fuel delivered by Jobber to Dealer’s station. Jobber shall provide to Dealer the trademark signs to identify the station, together with such appropriate trade dress and tradenames used to identify such trademark stations, for use in selling the motor vehicle fuel provided, at no additional cost to Dealer. Upon termination of this Agreement, Jobber is authorized to remove all trademark signs from the station.

5. PAYMENT TERMS.

Dealer shall have _______________ days from the date of delivery of each load of motor vehicle fuel to make payment to the Jobber.

6. SHRINKAGE ALLOWANCE.

Dealer shall receive all credit for motor fuel shrinkage provided by Minnesota Statutes.

7. SECURITY DEPOSIT.

A security deposit in the amount of ________________________ Dollars ($______) shall be provided by the Dealer to the Jobber to secure payment of money due the Jobber or credit extended to the Dealer for the sale of motor vehicle fuel. The Dealer may meet this security deposit requirement by a letter of credit or the deposit of cash or a pledge of the savings account or its equivalent in a banking institution located in Minnesota. If the Dealer makes the security deposit by depositing cash with the Jobber, the deposit shall earn interest at the rate of six per cent (6%) per year which shall accrue to the benefit of the Dealer and be payable to the Dealer. In the event the security deposit is made by the pledge of a savings account, the savings account shall be opened in the joint name of the Jobber and the Dealer and neither party shall be entitled to withdraw the funds without the consent of the other party. Within thirty (30) days after the termination of this Agreement, the security deposit arrangement shall terminate, and the principal amount of the security deposit, together with any interest to which the Dealer is entitled to receive, shall be immediately payable to the Dealer after deduction of any charges to which the Jobber may be entitled.

8. INCENTIVE MONIES.

The Jobber has provided to Dealer incentive monies in the amount of ______________________________________ Dollars ($________). The repayment of the incentive monies shall be forgiven by Jobber provided that Dealer purchases motor vehicle fuel from the Jobber pursuant to this Agreement for a term of _________________years. In the event that this Agreement is terminated by the Dealer without cause or fault attributable to the Jobber prior to the expiration of that term, or is terminated by the Jobber due to the fault of the Dealer or a breach by the Dealer of this Agreement, then the amount due and owing to the Jobber shall be determined by amortizing the incentive monies over the term identified above, and the Dealer shall be responsible for repayment to the Jobber of any unamortized amount. In the event that this Agreement is terminated by the Jobber without any fault or cause by the Dealer, or is terminated by the Dealer for cause or fault attributable to the Jobber, then no incentive money repayment is required.

9. TERMINATION.

Either party to this Agreement may terminate the Agreement upon ninety (90) days notice. Termination may result in the repayment of incentive monies as set forth in paragraph 8 above. Termination by the Dealer requires ninety (90) days written notice of termination to the Jobber. The Jobber’s right of termination may be subject to the requirements of the Petroleum Marketing Practices Act.

10. DISPOSITION OF PRODUCTS.

In the event of termination and non-renewal of this Agreement, whether by mutual agreement or otherwise, the Jobber is required to purchase unsold products from the Dealer that were purchased from the Jobber but remain unsold, subject to the provisions of Minnesota Statutes §80F.09.

11. DESIGNATED FAMILY MEMBER.

Dealer hereby designates ______________________________________, who is a spouse, child, grandchild, parent, brother or sister of the Dealer, to succeed to this Agreement in the event of his death or incapacity. In the event that this individual does not want to succeed, Dealer hereby designates __________________________________________ to be the designated family member. In the event that Dealer fails to designate a family member, or the designated family member declines to succeed to the Agreement, any family member of the Dealer who is a spouse, child, grandchild, parent, brother or sister may elect to become a designated family member subject to the provisions of Minnesota Statutes §80F.03.

12. PROMOTIONAL PROGRAMS AND REQUIREMENTS.

Jobber shall make available to Dealer the right to participate in such promotional programs as Jobber makes available to its dealers generally, or which are made available to the Jobber to offer to its dealers by the refiner whose trademark product is sold by Dealer. Dealer has the freedom to participate or not participate in any such program or promotion as he deems advisable.

13. APPLICABLE LAWS.

This Agreement is subject to and shall be construed under the laws of the State of Minnesota. This Agreement is subject to the provisions of the federal Petroleum Marketing Practices Act.

14. ENFORCEMENT.

Any person aggrieved by violation of this Agreement may seek relief from the other party pursuant to binding arbitration or other enforcement rights provided under Minnesota Statutes §80F.17. Any arbitration shall be conducted by a single arbitrator.

15. ASSIGNMENT.

This Agreement shall be freely assignable by either party, subject to the provisions of Minnesota Statutes §80F.14, Subd. 2.

16. ENTIRE AGREEMENT.

This is the entire agreement between the parties. There are no other agreements or provisions between the parties except as set forth in this Agreement, and any modification of this Agreement between the parties must be in writing signed by both parties.

WHEREFORE, the parties have signed this Agreement to be effective on the date shown in the initial paragraph to this document.

JOBBER:

_________________________________

By_______________________________

Its_______________________________

DEALER:

__________________________________

By_______________________________

Its_______________________________