REGISTRATION RIGHTS AGREEMENT



                                  BY AND AMONG



                             GIANT INDUSTRIES, INC.,



                            THE SUBSIDIARY GUARANTORS

                          LISTED ON SCHEDULE A HERETO,



                                       AND



                         BANC OF AMERICA SECURITIES LLC

                          BNP PARIBAS SECURITIES CORP.

                             FLEET SECURITIES, INC.





                            DATED AS OF MAY 14, 2002

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                          REGISTRATION RIGHTS AGREEMENT



                  This Registration Rights Agreement (this "Agreement") is made

and entered into as of May 14, 2002, by and among Giant Industries, Inc., a

Delaware corporation (the "Company"), the subsidiary guarantors listed on

Schedule A hereto (the "Subsidiary Guarantors"), and Banc of America Securities

LLC, BNP Paribas Securities Corp. and Fleet Securities, Inc. (each a "Purchaser"

and, collectively, the "Purchasers"), each of whom has agreed to purchase the

Company's 11% Senior Subordinated Notes due 2012 (the "Notes") pursuant to the

Purchase Agreement (as defined below).



                  The payment of principal of, premium and Liquidated Damages

(as defined below), if any, and interest on the Notes and the Exchange Notes (as

defined below) will be fully and unconditionally guaranteed on a senior

subordinated basis, jointly and severally by each of the Subsidiary Guarantors

pursuant to their guarantees (the "Guarantees"). The Company and the Subsidiary

Guarantors are herein collectively referred to as the "Companies"; the Notes and

the Guarantees thereof are herein collectively referred to as the "Securities";

and the Exchange Notes and the Guarantees thereof are herein collectively

referred to as the "Exchange Securities".



                  This Agreement is made pursuant to the Purchase Agreement,

dated as of April , 2002 (the "Purchase Agreement"), by and among the Companies

and the Purchasers (i) for your benefit and for the benefit of each other

Purchaser and (ii) for the benefit of the holders from time to time of the

Securities and Exchange Securities (including you and each other Purchaser). In

order to induce the Purchasers to purchase the Securities, the Companies have

agreed to provide the registration rights set forth in this Agreement. The

execution and delivery of this Agreement is a condition to the obligations of

the Purchasers set forth in the Purchase Agreement.



                  The parties hereby agree as follows:



                           SECTION 1. DEFINITIONS



                  As used in this Agreement, the following capitalized terms

shall have the following meanings:



                  Advice: As defined in Section 6(d) hereto.



                  Agreement: As defined in the preamble hereto.



                  Broker-Dealer: Any broker or dealer registered under the

         Exchange Act.



                  Closing Date: The date of this Agreement.



                  Commission: The Securities and Exchange Commission.



                  Company: As defined in the preamble hereto.



                  Companies:  As defined in the preamble hereto.





                                       1

<PAGE>

                  Consummate: A registered Exchange Offer shall be deemed

         "Consummated" for purposes of this Agreement upon the occurrence of (i)

         the filing and effectiveness under the Securities Act of the Exchange

         Offer Registration Statement relating to the Exchange Securities to be

         issued in the Exchange Offer, (ii) the maintenance of such Registration

         Statement continuously effective and the keeping of the Exchange Offer

         open for a period not less than the minimum period required pursuant to

         Section 3(b) hereof, and (iii) the delivery by the Companies to the

         Registrar under the Indenture of Exchange Securities in the same

         aggregate principal amount as the aggregate principal amount of

         Securities that were tendered by Holders thereof pursuant to the

         Exchange Offer.



                  Effectiveness Target Date: As defined in Section 3(a) hereof

         with respect to the Exchange Offer Registration Statement and as

         defined in Section 4(a) hereof with respect to the Shelf Registration

         Statement.



                  Exchange Act: The Securities Exchange Act of 1934 (15 U.S.C.,

         Sections 78a to 78jj), as amended.



                  Exchange Notes: The 11% Senior Subordinated Notes due 2012, of

         the same series under the Indenture as the Notes, to be issued to

         Holders in exchange for Transfer Restricted Securities pursuant to this

         Agreement, with the Exchange Notes having substantially identical terms

         to the Notes.



                  Exchange Offer: The registration by the Companies under the

         Securities Act of the Exchange Securities pursuant to a Registration

         Statement pursuant to which the Companies offer the Holders of all

         outstanding Transfer Restricted Securities the opportunity to exchange

         all such outstanding Transfer Restricted Securities held by such

         Holders for Exchange Securities in an aggregate principal amount equal

         to the aggregate principal amount of the Transfer Restricted Securities

         tendered in such exchange offer by such Holders.



                  Exchange Offer Registration Statement: The Registration

         Statement relating to the Exchange Offer, including the related

         Prospectus.



                  Exchange Securities: As defined in the preamble hereto.



                  Exempt Resales: The transactions in which the Purchasers

         propose to sell the Securities to certain "qualified institutional

         buyers," as such term is defined in Rule 144A under the Securities Act,

         and to non-U.S. persons pursuant to Regulation S under the Securities

         Act.



                  Guarantees: As defined in the preamble hereto.



                  Holder: As defined in Section 2(b) hereof.



                  Indemnified Holder: As defined in Section 8(a) hereof.



                  Indenture: The Indenture, dated as of April , 2002, among the

         Company, as issuer, the Subsidiary Guarantors, as guarantors, and The

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