KANEB PIPE LINE OPERATING PARTNERSHIP LP
VOTING AND OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>h93642ex10-2.txt
<DESCRIPTION>VOTING AND OPTION AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2


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                           VOTING AND OPTION AGREEMENT





                                 BY AND BETWEEN


                   KANEB PIPE LINE OPERATING PARTNERSHIP, L.P.


                                       AND


                          STATIA TERMINAL HOLDINGS N.V.


                          Dated as of November 12, 2001


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<PAGE>

                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                                                               Page
                                                                                                               ----
<S>      <C>                                                                                                   <C>
ARTICLE I

         DEFINITIONS..............................................................................................2

         Section 1.1  Definitions.................................................................................2

ARTICLE II

         VOTING...................................................................................................2

         Section 2.1  Agreement to Vote the Subject Shares........................................................2

ARTICLE III

         PURCHASE OPTION..........................................................................................3

         Section 3.1  Option Grant................................................................................3
         Section 3.2  Adjustment upon Changes in Capitalization or Merger.........................................3
         Section 3.3  Exercise of Option..........................................................................3
         Section 3.4  Definitions.................................................................................4
         Section 3.5  Termination of Option.......................................................................4
         Section 3.6  Subsequent Sale of Shares...................................................................4

ARTICLE IV

         COVENANTS................................................................................................5

         Section 4.1  Generally...................................................................................5
         Section 4.2  No Solicitation of Other Offers.............................................................5
         Section 4.3  Restrictions on Purchases...................................................................6
         Section 4.4  Section 338 Election........................................................................6

ARTICLE V

         REPRESENTATIONS AND WARRANTIES OF HOLDINGS...............................................................6

         Section 5.1  Due Organization, Good Standing and Corporate Power.........................................6
         Section 5.2  Authorization and Validity of this Agreement................................................6
         Section 5.3  Consents and Approvals; No Violations.......................................................7
         Section 5.4  Broker's or Finder's Fee....................................................................7
         Section 5.5  No Encumbrances.............................................................................7
</Table>



                                      (i)
<PAGE>

<Table>
<Caption>
                                                                                                               Page
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<S>      <C>                                                                                                   <C>
ARTICLE VI

         REPRESENTATIONS AND WARRANTIES OF PURCHASER..............................................................7

         Section 6.1  Due Organization, Good Standing and Corporate Power.........................................7
         Section 6.2  Authorization and Validity of this Agreement................................................7
         Section 6.3  Consents and Approvals; No Violations.......................................................8
         Section 6.4  Broker's or Finder's Fee....................................................................8
         Section 6.5  Investment Intent...........................................................................8

ARTICLE VII

         MISCELLANEOUS............................................................................................8

         Section 7.1  Holdings Capacity...........................................................................8
         Section 7.2  Publication.................................................................................8
         Section 7.3  Further Actions.............................................................................8
         Section 7.4  Entire Agreement............................................................................8
         Section 7.5  Binding Effect; Benefit; Assignment.........................................................9
         Section 7.6  Amendments, Waivers, etc....................................................................9
         Section 7.7  Notices.....................................................................................9
         Section 7.8  Specific Enforcement.......................................................................10
         Section 7.9  Remedies Cumulative........................................................................10
         Section 7.10  No Waiver.................................................................................10
         Section 7.11  Applicable Law............................................................................10
         Section 7.12  Headings..................................................................................11
         Section 7.13  Counterparts..............................................................................11
         Section 7.14  Termination...............................................................................11
</Table>


                                      (ii)
<PAGE>

                           VOTING AND OPTION AGREEMENT


                  VOTING AND OPTION AGREEMENT (this "Agreement") dated as of
November 12, 2001, by and between Kaneb Pipe Line Operating Partnership, L.P.
("Purchaser"), a Delaware limited partnership, and Statia Terminals Holdings
N.V. ("Holdings"), a Netherlands Antilles company and a shareholder of Statia
Terminals Group N.V. (the "Company"), a Netherlands Antilles company.

                                   WITNESSETH:

                  WHEREAS, Purchaser and the Company propose to enter into a
Stock Purchase Agreement, dated as of the date hereof (as the same may be
amended or supplemented, the "Stock Purchase Agreement"), pursuant to which
Purchaser is to purchase from the Company, and the Company is to sell to
Purchaser, subject to the terms and conditions of the Stock Purchase Agreement,
(a) 6,100 common shares (the "Statia International Common Shares"), par value
$1.00, of Statia Terminals International N.V. ("Statia International"), a
Netherlands Antilles limited liability company, (b) 1,220 shares of common stock
(the "Statia Technology Common Shares"), par value $0.01, of Statia Technology,
Inc. ("Statia Technology"), a Delaware corporation, and (c) 471,720 common
shares (the "Statia Marine Common Shares" and, collectively with the Statia
International Common Shares and the Statia Technology Common Shares, the
"Subsidiary Stock"), par value $0.01, of Statia Marine, Inc. ("Statia Marine"
and, collectively with Statia International and Statia Technology, the
"Operating Subsidiaries"), a Cayman Islands company;

                  WHEREAS, the sale of the Subsidiary Stock must be approved by
the shareholders of the Company;

                  WHEREAS, as of the date hereof, Holdings beneficially owns (as
such term is defined in Rule 13d-3 promulgated under the Exchange Act) and is
entitled to dispose of (or to direct the disposition of) and to vote (or to
direct the voting of) 3,800,000 class B subordinated shares (the "Subordinated
Shares"), par value $0.01 per share, of the Company and 38,000 class C shares
(the "Incentive Shares" and, together with the Subordinated Shares, the
"Shares"), par value $0.01 per share, of the Company, as such Shares may be
adjusted by stock dividend, stock split, recapitalization, combination, merger,
amalgamation, consolidation, reorganization or other change in the capital
structure of the Company (such shares of the capital stock of the Company,
together with any other Shares the beneficial ownership of which is acquired by
Holdings during the period from and including the date hereof through and
including the date on which this Agreement is terminated in accordance with its
terms, are collectively referred to herein as the "Subject Shares"); and

                  WHEREAS, as a condition to the willingness of Purchaser to
enter into the Stock Purchase Agreement, and as an inducement and in
consideration therefor, Purchaser has required that Holdings agree, and Holdings
has agreed, to enter into this Agreement;


<PAGE>

                  NOW, THEREFORE, in consideration of the foregoing and the
mutual premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1 Definitions. For purposes of this Agreement, capitalized
terms used and not defined herein shall have the respective meanings ascribed to
them in the Stock Purchase Agreement.

                                   ARTICLE II

                                     VOTING

         Section 2.1 Agreement to Vote the Subject Shares. Holdings hereby
agrees that during the period commencing on the date hereof and continuing until
the termination of this Agreement (such period, the "Voting Period"), at any
meeting (or any adjournment or postponement thereof) of the holders of any class
or classes of the capital stock of the Company, however called, or in connection
with any written consent of the holders of any class or classes of the capital
stock of the Company, Holdings shall vote (or cause to be voted) the Subject
Shares (a) subject to satisfaction of the condition set forth in Section
6.1(f)(ii) of the Stock Purchase Agreement, in favor of the approval and the
adoption of (x) the Stock Purchase Agreement, (y) the sale of the Operating
Subsidiaries pursuant thereto and each of the other transactions contemplated
therein and (z) the amendments to the Company Articles contemplated by the Stock
Purchase Agreement, (b) against any action, transaction or agreement that would
result in a breach in any respect of any covenant, representation or warranty or
any other obligation or agreement of the Company under the Stock Purchase
Agreement or of Holdings under this Agreement and (c) except as otherwise agreed
to in writing in advance by Purchaser, against the following actions (other than
the transactions contemplated by the Stock Purchase Agreement): (i) any
extraordinary corporate transaction, such as an amalgamation, merger,
consolidation or other business combination involving the Company or any of its
Subsidiaries and resulting from any Acquisition Proposal; (ii) a sale, lease or
transfer of a significant part of the assets of the Company or any of its
Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation
of the Company or any of its Subsidiaries (each of the actions in clauses (i)
and (ii), a "Business Combination"); and (iii) (A) any change in the present
capitalization of the Company or any amendment of the Company Articles (other
than the amendments contemplated by the Stock Purchase Agreement); (B) any other
material change in the corporate structure or business of the Company; or (C)
any other action involving the Company or any of its Subsidiaries that is
intended, or could reasonably be expected, to impede, interfere with, delay,
postpone, or adversely affect the transactions contemplated by this Agreement or
the Stock Purchase Agreement.


                                      -2-
<PAGE>

                                   ARTICLE III

                                 PURCHASE OPTION

         Section 3.1 Option Grant. Holdings hereby grants to Purchaser an
irrevocable option (the "Option") to purchase, at any time after the occurrence
of a Triggering Event (as hereinafter defined), all, but not less than all, of
the Subject Shares at a purchase price (the "Exercise Price") (a) per
Subordinated Share equal to $16.40, and (b) per Incentive Share equal to
$232.89. The Option shall not be exercisable (i) unless all waiting periods
under any Antitrust Laws, if any, required for the purchase of such Shares
pursuant to the Option shall have expired or been waived and (ii) if there shall
then be in effect any preliminary injunction or other non-final order issued by
any Governmental Entity prohibiting the exercise of the Option. Holdings shall
promptly notify Purchaser in writing of the occurrence of any Triggering Event,
it being understood that the giving of such notice is not a condition to the
right of Purchaser to exercise the Option. If a Triggering Event occurs during a
period of time when the Option is not exercisable because any of the
circumstances described in clause (i) or clause (ii) of the second sentence of
this Section 3.1 exists, the Option shall be exercisable until the expiration of
the twenty (20) Business Day period commencing on the date that such
circumstances do not exist.

         Section 3.2 Adjustment upon Changes in Capitalization or Merger. (a) In
the event of any change in the outstanding number of Subordinated Shares and/or
Incentive Shares by reason of a stock dividend, stock split, reverse stock
split, split-up, amalgamation, merger, consolidation, recapitalization,
combination, conversion, exchange of shares, extraordinary or liquidating
dividend or similar transaction that would affect Purchaser's rights hereunder,
the type and number of shares or securities purchasable upon the exercise of the
Option and the Exercise Price shall be adjusted appropriately, and proper
provision shall be made in the agreements governing such transaction, as shall
fully preserve the economic benefits provided hereunder to Purchaser and the
full satisfaction of the obligations of Holdings hereunder.

                  (b) Without limiting the foregoing, whenever the number of
Shares purchasable upon exercise of the Option is adjusted as provided in this
Section 3.2, the Exercise Price shall be adjusted by multiplying the Exercise
Price by a fraction, the numerator of which is equal to the number of
Subordinated Shares and/or Incentive Shares purchasable prior to the adjustment
and the denominator of which is equal to the number of Subordinated Shares
and/or Incentive Shares purchasable after the adjustment.

         Section 3.3 Exercise of Option. In the event Purchaser wishes to
exercise the Option, it shall send a written notice (the "Notice") to Holdings
specifying a date (not less than two (2) Business Days and not more than ten
(10) Business Days after the date of such Notice) for the closing (the "Option
Closing") of the purchase of the Subject Shares. The Option Closing shall take
place at the offices of White & Case LLP, 1155 Avenue of the Americas, New York,
New York. At any Option Closing, Purchaser shall deliver to Holdings, by wire
transfer of immediately available funds to and account designated by Holdings to
Purchaser prior to the Option Closing, the Exercise Price payable in respect of
the Subject Shares and Holdings shall deliver to Purchaser the Subject Shares,
free and clear of all Liens, with the certificate or certificates, if any,
evidencing the Subject Shares being duly endorsed or acknowledged for transfer
by Holding (and otherwise


                                      -3-
<PAGE>

acknowledged on behalf of the Company), and any deeds of transfer relating to
the Subject Shares, and, in each case, accompanied by all powers of attorney
and/or other instruments necessary to convey valid and unencumbered title
thereto to Purchaser. Holdings shall pay all expenses, and any and all United
States federal, state, local and foreign taxes and other charges that may be
payable in connection with the preparation, issue and delivery of stock
certificates under this Section 3.3 in the name of Purchaser or its designee.

         Section 3.4 Definitions. "Triggering Event" shall mean any one of the
following:

         (a)      the Stock Purchase Agreement becomes terminable under
                  circumstances that would entitle Purchaser to termination fees
                  under Section 8.1(b) of the Stock Purchase Agreement
                  (regardless of whether the Stock Purchase Agreement is
                  actually terminated);

         (b)      an Acquisition Proposal shall have been made by any Person
                  (other than Purchaser); or

         (c)      it shall have been publicly disclosed or Purchaser shall have
                  otherwise learned that: any Person or "group" (as such term is
                  defined in Section 13(d)(3) of the Exchange Act) (other than
                  Purchaser) shall have acquired or proposed to acquire
                  beneficial ownership of more than fifteen percent (15%) of any
                  class or series of capital stock of the Company (including the
                  Subordinated Shares and Incentive Shares), through the
                  acquisition of Shares, the formation of a group or otherwise,
                  or shall have been granted any option, right or warrant,
                  conditional or otherwise, to acquire beneficial ownership of
                  more than fifteen percent (15%) of any class or series of
                  capital stock of the Company.

         Section 3.5 Termination of Option. The Option shall terminate upon the
earlier of: (a) termination of the Stock Purchase Agreement, other than any
termination upon or during the continuation of a Triggering Event (i) by
Purchaser pursuant to Section 6.3(d)(i) of the Stock Purchase Agreement or (ii)
by the Company pursuant to Section 6.3(c) of the Stock Purchase Agreement and
(b) sixty (60) days following any termination of the Stock Purchase Agreement
upon or during the continuation of a Triggering Event (i) by Purchaser pursuant
to Section 6.3(d)(i) of the Stock Purchase Agreement or (ii) by the Company
pursuant to Section 6.3(c) of the Stock Purchase Agreement (or if, at the
expiration of such sixty (60)-day period, the Option cannot be exercised by
reason of any applicable judgment, decree, order, law or regulation, twenty (20)
Business Days after such impediment to exercise has been removed or has become
final and not subject to appeal).

         Section 3.6 Subsequent Sale of Shares. In the event that Purchaser has
exercised the Option and, at any time prior to the earlier of (a) the second
(2nd) anniversary of the date of the Option Closing and (b) the date on which
Purchaser acquires the Subsidiary Stock, (i) the Company consummates or agrees
to consummate a Business Combination (other than a Business Combination as a
consequence of which the Company or its assets will be wholly owned by Purchaser
or any of its Affiliates), (ii) Purchaser or any of its Affiliates disposes or
agrees to dispose of any or all of the Subject Shares to any Person (other than
an Affiliate of Purchaser) or


                                      -4-
<PAGE>

to the Company or any Affiliate thereof in connection with a Business
Combination (other than a Business Combination as a consequence of which the
Company or its assets will be wholly owned by Purchaser or any of its
Affiliates), or (iii) Purchaser or any of its Affiliates realizes proceeds in
respect of any or all of the Subject Shares owned by Purchaser or any of its
Affiliates at such time as a result of a distribution to Purchaser or any of its
Affiliates by the Company following a Business Combination (other than a
Business Combination as a consequence of which the Company or its assets will be
wholly owned by Purchaser or any of its Affiliates), in each case at a per share
price or with per share proceeds (including, in the case of clause (iii), the
remaining value of the Subject Shares) (the "Subsequent Price"), if any, with a
value in excess of the relevant Exercise Price, Purchaser or any of its
Affiliates shall, upon such consummation, disposition or distribution, promptly
pay to Holdings an amount equal to the product of (A) the amount by which the
Subsequent Price exceeds the relevant Exercise Price, multiplied by (B) the
number of Subordinated Shares or, as the case may be, Incentive Shares. In the
event of any stock dividends, stock splits, recapitalizations, combinations or
exchanges of shares, the capitalization of the Company and the relevant Exercise
Price shall be appropriately adjusted for purposes of this Section 3.6 to take
account of such event. Nothing in this Section 3.6 shall require Purchaser to
pay to Holdings any amount payable by the Company to Purchaser pursuant to
Section 8.1(b) of the Stock Purchase Agreement.

         For purposes of this Section 3.6, "Business Combination" shall mean any
merger, acquisition, consolidation, reorganization, recapitalization,
liquidation, dissolution or similar transaction (other than the transactions
contemplated by the Stock Purchase Agreement) involving, or a sale of all or
substantially all of the assets or equity securities of, the Company.

                                   ARTICLE IV

                                    COVENANTS

         Section 4.1 Generally. Holdings agrees that, except as contemplated by
the terms of this Agreement, Holdings shall not and shall cause its Affiliates
not to (a) sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other agreement with respect to, or
consent to, the sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of, any or all of the Subject Shares; (b) grant any proxies or
powers of attorney in respect of the Subject Shares, deposit any of the Subject
Shares into a voting trust or enter into a voting agreement with respect to any
of the Subject Shares; or (c) take any action that would have the effect of
preventing or disabling Holdings from performing its obligations under this
Agreement.

         Section 4.2 No Solicitation of Other Offers. Holdings shall, and shall
use its reasonable efforts to cause its Affiliates and each of its and their
respective officers, directors, employees, representatives, consultants,
investment bankers, attorneys, accountants and other agents immediately to,
cease any discussions or negotiations with any other Person or Persons that may
be ongoing with respect to any Acquisition Proposal. Holdings shall not take,
and shall use its commercially reasonable efforts to cause its Affiliates and
its and their respective officers, directors, employees, representatives,
consultants, investment bankers, attorneys, accountants or other agents or
Affiliates not to take, any action (a) to encourage knowingly, solicit, initiate
or


                                      -5-
<PAGE>

facilitate, directly or indirectly, the making or submission of any Acquisition
Proposal, (b) to enter into any agreement, arrangement or understanding with
respect to any Acquisition Proposal, or to agree to approve or endorse any
Acquisition Proposal, (c) to initiate or participate in any way in any
discussions or negotiations with, or furnish or disclose any information to, any
Person (other than Purchaser) in connection with any Acquisition Proposal, or
(d) to facilitate or further in any other manner any inquiries or the making or
submission of any proposal that constitutes, or would reasonably be expected to
lead to, any Acquisition Proposal.

         Section 4.3 Restrictions on Purchases. Neither Purchaser nor any
Affiliate of Purchaser shall purchase any Company Shares unless and until
Purchaser has exercised the Option and acquired the Subject Shares.

         Section 4.4 Section 338 Election. Notwithstanding anything to the
contrary contained in this Agreement, if Purchaser or any Affiliate of Purchaser
acquires or becomes the owner, for U.S. federal income tax purposes, of any
Company Shares (other than Company Shares held by Holdings) at any time that
Holdings is the owner, for U.S. federal income tax purposes, of any Company
Shares, neither Purchaser nor any Affiliate of Purchaser shall make, or permit
to be made, an election under Section 338 of the Code with respect to such
Company Shares or with respect to any of the transactions contemplated by the
Stock Purchase Agreement, unless Holdings provides prior express written consent
to any such election.

                                    ARTICLE V

                   REPRESENTATIONS AND WARRANTIES OF HOLDINGS

                  Holdings hereby represents and warrants to Purchaser as
follows:

         Section 5.1 Due Organization, Good Standing and Corporate Power.
Holdings is a limited liability company in the form of a "naamloze venootschap"
duly organized, validly existing and in good standing under the laws of the
Netherlands Antilles

         Section 5.2 Authorization and Validity of this Agreement. Holdings has
the requisite corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement by Holdings, and the consummation by it of the transactions
contemplated hereby, have been duly authorized and approved by its Board of
Directors and its shareholders, and no other corporate action on the part of
Holdings is necessary to authorize the execution, delivery and performance of
this Agreement by Holdings and the consummation of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by Holdings and,
assuming that this Agreement constitutes a valid and binding obligation of
Purchaser, constitutes a valid and binding obligation of Holdings enforceable
against Holdings in accordance with its terms, except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by general equitable principles
(regardless of whether the issue of enforceability is considered in a proceeding
in equity or at law).


                                      -6-
<PAGE>

         Section 5.3 Consents and Approvals; No Violations. Assuming the filings
required under the Antitrust Laws, if any, are made and the applicable waiting
periods thereunder have been terminated or have expired, the execution and
delivery of this Agreement by Holdings and the consummation by Holdings of the
transactions contemplated hereby do not: (a) violate or conflict with any
provision of the Articles of Incorporation of Holdings; (b) violate or conflict
with any statute, ordinance, rule, regulation, order or decree of any
Governmental Entity applicable to Holdings or by which any of its properties or
assets may be bound; or (c) require any filing with, or Permit, consent or
approval of, or the giving of any notice to, any Governmental Entity except for,
if the Option is exercised, (i) the expiration of the waiting period under the
HSR Act and (ii) any notification or application that may be required under the
Investment Canada Act.

         Section 5.4 Broker's or Finder's Fee. No agent, broker, investment
bank, Person or firm acting on behalf of Holdings is, or shall be, entitled to
any commission or broker's or finder's fees in connection with this Agreement or
any of the transactions contemplated hereby from any of the parties hereto, or
from any Affiliate of the parties hereto.

         Section 5.5 No Encumbrances. The Subject Shares are now, and at all
times during the term hereof will be, held by Holdings, or by a nominee or
custodian for the benefit of Holdings, free and clear of all Liens except for
any Liens arising hereunder. The transfer by Holdings of the Subject Shares to
Purchaser pursuant to the Option shall pass to and unconditionally vest in
Purchaser good and valid title to all of the Subject Shares, free and clear of
all Liens whatsoever, other than any Liens created by Purchaser.

                                   ARTICLE VI

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

                  Purchaser hereby represents and warrants to Holdings as
follows:

         Section 6.1 Due Organization, Good Standing and Corporate Power.
Purchaser is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all requisite
partnership power and authority to own, lease and operate its properties and to
carry on its business as now being conducted.

         Section 6.2 Authorization and Validity of this Agreement. Purchaser has
the requisite partnership power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement by Purchaser, and the consummation by it of the transactions
contemplated hereby, have been duly authorized and approved by its general
partner, and no other partnership action on the part of Purchaser is necessary
to authorize the execution, delivery and performance of this Agreement by
Purchaser and the consummation of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Purchaser and, assuming that
this Agreement constitutes a valid and binding obligation of Purchaser,
constitutes a valid and binding obligation of Purchaser enforceable against
Purchaser in accordance with its terms, except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the


                                      -7-
<PAGE>

enforcement of creditors' rights generally and by general equitable principles
(regardless of whether the issue of enforceability is considered in a proceeding
in equity or at law).

         Section 6.3 Consents and Approvals; No Violations. Assuming the filings
required under the Antitrust Laws, if any, are made and the applicable waiting
periods thereunder have been terminated or have expired, the execution and
delivery of this Agreement by Purchaser and the consummation by Purchaser of the
transactions contemplated hereby do not: (a) violate or conflict with any
provision of the Limited Partnership Agreement of Purchaser; (b) violate or
conflict with any statute, ordinance, rule, regulation, order or decree of any
Governmental Entity applicable to Purchaser or by which any of its properties or
assets may be bound; or (c) require any filing with, or Permit, consent or
approval of, or the giving of any notice to, any Governmental Entity except for,
if the Option is exercised, (i) the expiration of the waiting period under the
HSR Act and (ii) any notification or application that may be required under the
Investment Canada Act.

         Section 6.4 Broker's or Finder's Fee. No agent, broker, investment
bank, Person or firm acting on behalf of Purchaser is, or shall be, entitled to
any commission or broker's or finder's fees in connection with this Agreement or
any of the transactions contemplated hereby from any of the parties hereto, or
from any Affiliate of the parties hereto.

         Section 6.5 Investment Intent. The purchase of the Subject Shares from
Holdings pursuant to this Agreement is for the account of Purchaser for the
purpose of investment and not with a view to or for sale in connection with any
distribution thereof in violation of any applicable provisions of the Securities
Act.

                                   ARTICLE VII

                                  MISCELLANEOUS

         Section 7.1 Holdings Capacity. Holdings executes this Agreement solely
in its capacity as the record holder or beneficial owner of the Subject Shares
and nothing herein shall limit or affect any actions taken by any officer,
director, partner or Affiliate of Holdings in his or her capacity as an officer
or director of the Company.

         Section 7.2 Publication. Holdings and Purchaser hereby permit the
Company to publish and disclose in the Proxy Materials the identity of Holdings
and ownership of the Subject Shares and the nature of the commitments,
arrangements, and understandings of Holdings and Purchaser pursuant to this
Agreement.

         Section 7.3 Further Actions. Each of the parties hereto agrees that,
subject to its legal obligations, it shall use its commercially reasonable
efforts to do all things necessary to convey the Subject Shares pursuant to the
Option in accordance with this Agreement.

         Section 7.4 Entire Agreement. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein and supersedes all prior agreements and understandings, oral and written,
with respect thereto.


                                      -8-
<PAGE>

         Section 7.5 Binding Effect; Benefit; Assignment. This Agreement shall
inure to the benefit of and be binding upon the parties hereto. Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto without the prior written consent of each
of the other parties. Nothing in this Agreement, expressed or implied, is
intended to confer on any Person, other than the parties hereto, any rights or
remedies.

         Section 7.6 Amendments, Waivers, etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by all of
the relevant parties hereto.

         Section 7.7 Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if delivered in person or
sent by facsimile (upon confirmation of receipt), as follows:

                  (a)      if to Holdings, to it:

                           c/o Statia Terminals, Inc.
                           800 Fairway Drive
                           Suite 295
                           Deerfield Beach, Florida 33441
                           Attention: James G. Cameron, President
                           Fax: (954) 570-3453

                  (b)      if to Purchaser, to it at:

                           Kaneb Pipe Line Operating Partnership, L.P.
                           2435 N. Central Expressway
                           Suite 700
                           Richardson, TX  75080
                           Attention:  Mr. Edward D. Doherty
                           Fax:  (972) 699-1894

                  with a copy (which shall not constitute notice) to:

                           Fulbright & Jaworski L.L.P
                           2200 Ross Avenue
                           Suite 2800
                           Dallas, TX  75201
                           Attention:  Kenneth L. Stewart, Esq.
                           Fax:  (214) 855-8200

or to such other Person or address as either party shall specify by notice in
writing to other party. All such notices, requests, demands, waivers and
communications shall be deemed to have been received on the date of delivery,
except for a notice of a change of address, which shall be effective only upon
receipt thereof.


                                      -9-
<PAGE>

         Section 7.8 Specific Enforcement. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. Accordingly, the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, this being in addition to any other
remedy to which they are entitled at law or in equity.

         Section 7.9 Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.

         Section 7.10 No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.

         Section 7.11 Applicable Law. THIS AGREEMENT AND THE LEGAL RELATIONS
BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS RULES
THEREOF. THE STATE OR FEDERAL COURTS LOCATED WITHIN THE STATE AND COUNTY OF NEW
YORK SHALL HAVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES
HERETO, WHETHER IN LAW OR EQUITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY AND THE
PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. EACH
OF THE PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (I) SUCH PARTY IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II) SUCH PARTY AND
THE PROPERTY OF SUCH PARTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH
COURTS OR (III) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS
BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HEREBY AGREE THAT MAILING OF
PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE
MANNER PROVIDED IN SECTION 7.7, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY
LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY
OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED. EACH OF THE
PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


                                      -10-
<PAGE>

                  Section 7.12 Headings. The descriptive headings of this
Agreement are inserted for convenience only, do not constitute a part of this
Agreement and shall not affect in any way the meaning or interpretation of this
Agreement.

                  Section 7.13 Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original, and all
of which together shall be deemed to be one and the same instrument.

                  Section 7.14 Termination. Subject to the last sentence of this
Section 7.14, this Agreement shall terminate, and none of Purchaser, the Company
nor Holdings shall have any rights or obligations hereunder and this Agreement
shall become null and void and have no effect upon the earliest to occur of (a)
the date on which the Stock Purchase Agreement is terminated by Purchaser in
accordance with its terms, (b) the date on which the Subsidiary Stock is
purchased by Purchaser pursuant to the Stock Purchase Agreement, (c) the date on
which the Subject Shares are purchased pursuant to the Option and (d) the mutual
consent of Purchaser and Holdings. Notwithstanding the foregoing, Article III of
this Agreement shall survive in accordance with its terms and Article VII shall
survive the termination of this Agreement.

                                      * * *


                                      -11-
<PAGE>

                  IN WITNESS WHEREOF, Purchaser and Holdings have caused this
Agreement to be duly executed as of the day and year first above written.

                                     KANEB PIPE LINE OPERATING PARTNERSHIP, L.P.

                                     By   KANEB PIPE LINE COMPANY LLC, its
                                             general partner



                                     By
                                       -----------------------------------------
                                       Name:
                                       Title:


                                     STATIA TERMINALS HOLDINGS N.V.


                                     By
                                       -----------------------------------------
                                       Name:
                                       Title:


                                     By
                                       -----------------------------------------
                                       Name:
                                       Title:

The undersigned confirms receipt of a copy of this Agreement and acknowledges
and approves the contents hereof.

STATIA TERMINALS GROUP N.V.

By
   ---------------------------
   Name:
   Title:

By
   ---------------------------
   Name:
   Title:


</TEXT>
</DOCUMENT>
