EMPLOYMENT AGREEMENT

     This Employment Agreement ("Agreement") is entered into as of the 1st day
of May, 2004, by and between MAPCO Express, Inc., a Delaware corporation
("Employer"), and Uzi Yemin, an Israeli citizen ("Employee").

                                    Recitals

     WHEREAS, Employer desires to employ Employee to render services to it for
the period and upon the terms and conditions provided for in this Agreement;
and

     WHEREAS, Employee wishes to serve in the employ of Employer for the
benefit of Employer for the period and upon the terms and conditions provided
for in this Agreement.

     NOW THEREFORE, for the reasons set forth above and in consideration of the
mutual promises and agreements set forth herein, the receipt, adequacy,
sufficiency, and value of which are hereby acknowledged by the parties, Employer
and Employee agree as follows:

     1. Employment Services, Duties, and Responsibilities. Effective as of May
1, 2004, Employer agrees to employ Employee and Employee accepts employment as
Employer's President and Chief Executive Officer. Employee agrees to perform the
services required by and have the duties and responsibilities designated by
Employer for such position, as determined by Employer from time to time, and to
devote Employee's best efforts on a full-time basis to such position. Employee's
services, duties, responsibilities, and decisions shall be subject to the
control of, review of, and change by Employer, the board of directors of Delek
US Holdings, Inc. ("Delek US"), and such other persons as Employer may designate
from time to time.

     2. Compensation and Benefits. Employer agrees to provide Employee with the
following compensation and benefits:

          a. Salary. Employer shall pay Employee, and Employee shall accept from
     Employer, salary based on a monthly rate of Twenty-One Thousand U.S.
     Dollars (US$21,000), subject to any and all deductions and withholdings
     required by law and authorized by Employee (as permitted by Employer under
     its payroll practices), and which amount shall be divided and paid through
     Employer's regular payroll procedures based on the time period worked by
     Employee.

          b. Fringe Benefits. Employer shall provide Employee with twenty-four
     (24) working days paid vacation each full year of employment, which
     vacation pay shall accrue ratably during the employment year; any accrued
     but unused vacation pay shall be paid to Employee upon the termination of
     this Agreement, and Employee may carry forward to subsequent employment
     years any accrued but unpaid vacation pay with no limit or forfeiture. With
     respect to such vacation pay, Employer agrees that Employee may use such
     vacation pay for


                                                                               1

<PAGE>

     fourteen (14) calendar days of travel to Israel each year, for such travel,
     Employer agrees to pay for the cost of round-trip airfare for Employee and
     his family and provide Employee with the use of a car in Israel. Employer
     agrees that Employee shall receive fourteen (14) calendar days paid sick
     leave each full year of employment, which sick leave pay shall accrue
     ratably during the employment year according to Employer's personnel
     policies and practices; however, any accrued but unused sick leave shall
     not be paid to Employee upon the termination of this Agreement. Employee
     will also be entitled to participate in any benefit plans, policies,
     programs, and payroll practices that Employer makes available to its
     employees consistent with the terms and conditions of the respective plans,
     policies, programs, and payroll practices applicable to such employees.
     Such benefit plans, policies, programs, and payroll practices may be
     amended or modified at any time by Employer, except as prohibited by law;
     however, any change in the cost of the benefits provided for under the
     benefit plans, policies, programs, and payroll practices must be approved
     by Delek.

          c. Ancillary Benefits. Without limiting the provisions of Section 2(b)
     of this Agreement, Employer agrees to provide Employee with the following
     ancillary benefits ("Ancillary Benefits"):

               1. Company Vehicle. Employer will provide Employee with the use
          of a company-provided vehicle and pay all expenses relating to the
          operation of the vehicle.

               2. Housing Allowance. Employer will provide Employee with a
          company-provided house, which shall have a maximum value of US$1,000
          per month.

               3. Education Expense Allowance. Employer will pay for or
          reimburse Employee for educational expenses not to exceed US$200 per
          month.

               4. Telephone. Employer will provide Employee with a home
          telephone and cellular telephone for Employee's use and pay all
          expenses relating to the use of the telephones.

     Employee understands and agrees that Employee will be responsible for any
     income, employment, or other taxes attributable to the foregoing benefits.

          d. Bonus. At the sole discretion of the Board of Directors of Delek
     US, Employee may be provided with an annual bonus comparable to similarly
     situated executives of the Delek group according to the bonus plans,
     policies, programs, and/or payroll practices of such group. Such bonus
     shall be paid on a pro-rata basis based on the number of full months worked
     by Employee during any bonus year. Employee shall not be required to be
     employed on a particular date by the Employer to receive the bonus payment.
     In the event that Employee is entitled to Bonus Payments as described in
     Section 4(b) below, then Employer


                                                                               2

<PAGE>

     will be entitled, at its sole discretion, to deduct the bonus provided
     under this Section 2(d), if provided, from the Bonus Payments.

     3. Term of Agreement and Termination.

          a. Term. The term of this Agreement shall begin on May 1, 2004, and
     end on April 30, 2009 (the "Term").

          b. Termination. Notwithstanding Section 3(a) of this Agreement, either
     party may terminate this Agreement for any reason upon three (3) full
     months' advance notice to the other party. In the event the employment
     relationship terminates at any time during the Term or at the end of the
     Term, Employee will be provided with salary continuation for a period of
     six (6) full months following the three (3)-month notice period; however,
     in the event that Employee voluntarily resigns prior to the end of the
     Term, Employee will only be entitled to salary continuation for a period of
     three (3) full months following the three (3)-month notice period. During
     any such salary continuation period, Employee will be entitled to receive
     salary continuation based on the salary set forth in Section 2(a).
     Furthermore, during such period, if Employee resides in the United States,
     Employee will be entitled to receive the fringe benefits as described in
     Section 2(b) and Ancillary Benefits as described in Section 2(c); however,
     during such period, if Employee resides in Israel, Employee will be
     entitled to receive the company-provided vehicle as described in Section
     2(c)(1) and the use of telephones described in Section 2(c)(4). Salary
     continuation paid during such period shall not be taken into consideration
     in determining any Bonus Payments and/or Bonus Shares (as defined below).

          c. Termination due to Death. This Agreement shall terminate as a
     result of the death of Employee. In such case and as of such time, Employer
     will no longer be obligated to provide any compensation or benefits to
     Employee other than any salary that has been earned by Employee through the
     date of termination, accrued or credited but unpaid vacation pay, and any
     vested benefits provided for under the terms of any applicable employee
     benefit plan, which amounts, if any, shall be paid to Employee's estate or
     otherwise as designated by Employee under the terms of any employee benefit
     plan.

     4. Additional Remuneration. Employee shall be entitled to receive one (but
not both) of the following types of additional remuneration as applicable:

          a. In the event that Delek US or any of its majority-owned subsidiary
     companies (Delek US or any such subsidiary companies being referred to
     herein as the "Issuer") are issued to the public (in a public offering) and
     are registered for sale in the United States or Israel anytime during the
     Term, shares of the Issuer (which shall be freely tradable and registered
     for trading in the public market) will be allotted to Employee for
     Employee's option to purchase according to the terms described below (the
     "Bonus Shares"):


                                                                               3



<PAGE>

               1. Option Percentage. For each year of Employee's employment
          during the Term, Employee shall accrue a 1% Option Percentage
          (pro-rated for each month during a year of employment) so that at the
          end of Term, assuming Employee remains employed through the end of the
          Term, Employee will have accrued a total 5% Option Percentage. For
          purposes hereof, "Option Percentage" is a percentage used to determine
          the number of Bonus Shares that Employee is entitled to based upon the
          total number of issued and outstanding shares of the Issuer on the
          date of the date of the execution of this Agreement (the "Pre-Public
          Offering Outstanding Shares"). For example, if a public offering of
          the Issuer occurs in November 2006, Employee will have accrued a total
          2.5% Option Percentage.

               2. Number of Bonus Shares. Employee shall have the option to
          purchase that number of Bonus Shares equal to his respective Option
          Percentage multiplied by the number of Pre-Public Offering Outstanding
          Shares. Employee must exercise his option in whole or in part on or
          before the earlier of the date that is (a) the one-year anniversary of
          Employee's termination of employment under this Agreement, or (b) the
          one-year anniversary of the Term. For example, if there are
          100,000,000 Pre-Public Offering Outstanding Shares, and Employee
          remains employed for only a three (3)-year period under this
          Agreement, then Employee shall have the option to purchase 3,000,000
          Bonus Shares as provided herein.

               3. Payment. The exercise price for each Bonus Share shall be
          determined on the basis of an assumed enterprise value of Delek US and
          its subsidiaries in the amount of US$80,000,000. For example, if there
          are 100,000,000 Pre-Public Offering Outstanding Shares, then the price
          per Bonus Share shall be US$0.80 per Bonus Share
          (US$80,000,000/US$100,000,000).

               4. Stock Splits, Stock Dividends and Similar Events. The
          number/type of Bonus Shares that Employee has the option to purchase
          and the exercise price at which such shares may be purchased shall be
          equitably adjusted in the event of a stock split, stock dividend,
          recapitalization, reclassification, or similar event by the Issuer, as
          determined in reasonable good faith by the independent auditors of
          Employer.

               5. Registered Shares. Employer represents that to the extent a
          public market exist for its shares (whether on a public stock
          exchange, national quotation system, or other), Employer will ensure
          that the Bonus Shares that Employee purchases shall be registered and
          freely tradable subject to applicable securities laws governing sales
          by officers and insiders. Employee acknowledges and agrees that he
          shall abide by applicable securities laws in connection with the
          purchase and sale of his Bonus Shares. Employer and Employee will
          cooperate in good faith with


                                                                               4

<PAGE>

          one another and the Issuer in connection with the compliance of
          requisite laws, regulations, and disclosures regarding the purchase
          and sale of Employee's Bonus Shares.

               6. Assignment. Employee shall not have the right to assign or
          encumber his option to Bonus Shares to any person or entity without
          the prior written consent of the Employer, provided that Employee
          shall have the right to pledge some or all of his Bonus Shares (and
          related option) to a lender to the extent such pledge is not in
          violation of applicable laws, including securities laws.

               7. Right of First Refusal. In the event Employee desires to sell
          all or any portion of his Bonus Shares (the "Offered Shares") to a
          third party in a bona fide sale transaction, Employee shall first
          offer the Offered Shares to Employer. Employee shall give written
          notice to Employer setting forth the terms and conditions upon which
          Employee proposes to sell the Offered Shares (the "Offer Terms").
          Employer shall have the exclusive right during the two (2)-business
          day period following receipt of such notice to elect (by delivery of
          written notice to Employee) to purchase all (and not less than all) of
          the Offered Shares in accordance with the Offer Terms and this
          paragraph. If Employer does not elect to purchase all of the Offered
          Shares, Employer's right of first refusal as to such Offered Shares
          shall terminate and Employee may sell the Offered Shares according to
          the Offer Terms or on such other terms as Employee may negotiate in
          the current transaction giving rise to the Offer Terms or in any later
          transaction. In the event Employer exercises its right of first
          refusal under this paragraph as to the Offered Shares, the closing of
          a sale of the Offered Shares to Employer shall occur within two (2)
          days following the date on which notice is given by Employer of its
          exercise of the right to purchase the Offered Shares. At the closing,
          Employee shall take such actions required to transfer the Offered
          Shares in accordance with the Offer Terms, and Employer shall deliver
          to Employee good funds by wire transfer, or a cashier's check on a
          national bank, for the entire amount of the purchase price, or upon
          the payment terms as set forth in the original Offer Terms.

               8. Option to Purchase Employee's Bonus Shares Upon Termination of
          Employment. In the event Employee's employment with Employer is
          terminated for any reason, Employer shall have the right during the
          ten (10)-day period following the effective date of Employee's
          termination of employment to purchase some or all of the Bonus Shares
          held by Employee at a purchase price equal to the fair market value of
          such Bonus Shares. Employer may exercise its option by delivering
          written notice to Employee within such ten (10)-day option period of
          its intent to purchase some or all of the Bonus Shares, which notice
          must contain the number of shares Employer will purchase and the
          purchase price for such shares. If shares of the same class as the
          Bonus Shares are


                                                                               5

<PAGE>

          traded on a securities exchange or over-the-counter market, the fair
          market value of the Bonus Shares shall be deemed to be the average of
          the closing prices of the class of shares which are Bonus Shares on
          such exchange or over-the-counter market over the ten (10) trading day
          period ending one (1) business day prior to Employee's effective
          termination date; if the shares are not traded on an exchange or
          over-the-counter market, then fair market value shall be determined in
          good faith by the Board of Directors of Delek US, provided that the
          Board shall consider in their determination the per share valuation
          (as adjusted for splits or dividends) of the most recent round of
          financing as well as any pending or proposed financings, and the per
          share valuation (as adjusted for splits or dividends) of any merger,
          sale, or liquidation transaction, whether recently completed or
          proposed. If Employer elects to exercise its option under this
          paragraph, the closing of a sale of the Bonus Shares which Employer
          has agreed to purchase pursuant to this paragraph (the "Option
          Shares") shall occur, unless mutually agreed otherwise, within ten
          (10) days following the date on which notice is given by Employer of
          its exercise of the right to purchase the Option Shares in accordance
          with this paragraph. At the closing, Employee shall take such actions
          required to transfer the Offered Shares free and clear of all liens
          and encumbrances, and Employer shall deliver to Employee good funds by
          wire transfer, or a cashier's check on a national bank, for the entire
          amount of the purchase price.

          b. In the event that no shares are issued as provided for in
     subsection (a) above by April 30, 2009, upon termination of employment at
     any time during the Term or in the event of a Change in Control at any time
     during the Term, whichever occurs first, Employee will be entitled to a
     bonus not to exceed US$3,000,000 under the following terms:

               1. Employee will be entitled to receive the following amounts for
          each year of the Agreement (the "Bonus Payments") but only if Delek US
          meets the Pre-Tax Yearly Profit Targets described in Addendum A (the
          "Targets"):


                  
          Year l -   US$200,000
          Year 2 -   US$400,000
          Year 3 -   US$600,000
          Year 4 -   US$800,000
          Year 5 -   US$1,000,000


               2. If due to unforeseen circumstances (such as payment of
          management fees from Delek US to Employer and/or other decisions that
          are made by Employer), Delek US does not meet the Targets, the
          calculation of the profit that is described in Addendum A will be
          updated based on the effect of those circumstances on the profit by
          Delek US's designated accountant whose determination (made in
          accordance with Generally Accepted Accounting Principles) shall be
          final and binding.


                                                                               6

<PAGE>

               3. If the annual growth percentage of Delek US fluctuates such
          that a Target is not met in one year but is met in a subsequent year,
          the Target will be treated as having been met (for example, if in one
          year the Target was not met by 5% but the Target in the prior year is
          exceeded by 5%, the Target will be treated as having been met in both
          years).

               4. If the Targets are not met in a certain year, Employee will be
          entitled to the relative share of the Bonus Payments in that year
          according to the profit that was reached that year beyond the minimal
          pre-tax yearly profit of US$8,000,000 (for example, if in the first
          year the profit target was US$17,000,000 and Delek US reached a
          pre-tax yearly profit of US$16,100,000, Employee will receive-instead
          of US$200,000 (scheduled Bonus Payment in the first year)-only a share
          of US$8,100,000 divided by US$9,000,000, being 90% of $200,000, namely
          $180,000).

               5. In the event that there is a change in the number of
          convenience stations owned or leased by Delek US that is not reflected
          in Addendum A, there will be an immediate update in the Targets in
          Addendum A according to the work plan approved by Delek US's board of
          directors.

          c. Notwithstanding the foregoing, in the event that Employee's
     employment terminates prior to the end of the Term, Employee will be
     entitled to Bonus Shares or Bonus Payments, as applicable, until
     termination of employment, subject to Section 3(b) of this Agreement.
     However, if Employee voluntarily terminates his employment prior to the end
     of the Term, Employee will be entitled only to 90% of such Bonus Shares or
     Bonus Payments based on the term of Employee's employment.

          d. Any applicable taxes with respect to the Bonus Shares or Bonus
     Payments will be paid by Employee, and Employer will make any deductions
     required by law with respect to such Bonus Shares or Bonus Payments.

          e. For the purposes of this Agreement, a Change in Control shall mean
     and be deemed to have taken place if (i) any person or entity, including a
     "group" as defined in Section 13(d)(3) of the Securities and Exchange Act
     of 1934, other than Employer or Delek US, a wholly-owned subsidiary
     thereof, or any employee stock ownership plan of Employer becomes, after
     the effective date of this Agreement, the actual or beneficial owner of
     Employer securities having 50% or more of the combined voting power of the
     then-outstanding securities of Employer that may be cast for the election
     of directors of Employer (other than as a result of an issuance of
     securities initiated by Employer in the ordinary course of business); (ii)
     as the result of, or in connection with, any cash tender or exchange offer,
     merger, other business combination, sale of assets, contested election, or
     any combination of the foregoing transactions less than a majority of the
     combined voting power of the then-outstanding securities of Employer, any


                                                                               7

<PAGE>

     successor corporation, or entity entitled to vote generally in the election
     of the directors of Employer after such transaction are held in the
     aggregate by the holders of Employer's securities entitled to vote
     generally in the election of directors of Employer immediately prior to
     such transaction; (iii) as a result of a sale of all or substantially all
     of the assets of Employer, (iv) during any year, individuals who at the
     beginning of any such period constitute the Board of Directors of Employer
     cease for any reason to constitute at least a majority thereof, unless the
     election, or the nomination for election by Employer's or Delek US's
     shareholders, of each director of Employer first elected during such period
     was approved by a vote of at least two-thirds of the directors of Employer
     then still in office who were directors of Employer at the beginning of any
     such period.

     5. Severance Pay. Upon termination of Employee's employment at any time
during the Term, Employee shall be entitled to severance pay of US $1,000 for
each full month of employment with Employer or it affiliates from January 2005.

     Any applicable taxes with respect to the severance pay, will be paid by the
     employee. The employer will make any deductions required by law in respect
     of severance payments.

     6. Loan. Employer agrees to provide Employee with a loan in the amount of
US$100,000 at no interest. Employee agrees to repay the loan upon termination
of employment. Employer will be entitled to deduct the full amount of the loan
from any amount Employee is owed by Employer, and Employee consents to any such
deduction.

     7. Confidentiality of the Agreement. Employee agrees to maintain the
confidentiality of the Agreement and not to disclose the terms thereof to any
party not expressly permitted to be provided such information by Employer,
except that Employee may disclose the Agreement and the terms thereof to
Employee's spouse and immediate family, accountant, or attorney, provided such
individuals agree to maintain the confidentiality of the Agreement.

     8. Miscellaneous.

          a. Entire Agreement. Employer and Employee agree that this Agreement
     contains the complete, entire agreement and understanding between the
     parties and supersedes any prior or contemporaneous written or oral
     agreements, representations, negotiations, and/or warranties between them
     respecting the subject matter hereof. Neither party has made any
     representations that are not contained herein on which either party has
     relied in entering into this Agreement. Both parties acknowledge having
     read and fully understood this Agreement and have voluntarily entered into
     this Agreement.

          b. Modification. This Agreement shall not be modified or amended,
     except by a writing duly executed by the Employee and an officer of
     Employer (other than Employee) and approved by the board of directors of
     Delek. No


                                                                               8

<PAGE>

     waiver of any provision of this Agreement shall be effective unless the
     waiver is in writing and duly executed by the Employee and an officer of
     Employer (other than Employee) and approved by the board of directors
     of Delek.

          c. Assignment. It is agreed that neither party shall have the
     right to assign or transfer any duties, rights, or obligations due
     hereunder without the written consent of the other party, except that
     Employer may assign the Agreement to its successor or any entity acquiring
     all or substantially all of the assets of Employer, subject to the
     provisions regarding Change in Control.

          d. Severability; Reformation. The provisions of this Agreement shall
     be severable and the invalidity of any provisions or portion thereof shall
     not affect the validity of the other provisions. The parties further agree
     that, to the extent a court of competent jurisdiction deems any provision
     of this Agreement unenforceable, such court shall have the power to modify
     the terms of the Agreement by adding, deleting, or changing in its
     discretion any Language necessary to make such provision enforceable to the
     maximum extent permitted by law, and the parties expressly agree to be
     bound by any such provision as reformed by the court.

          e. Waiver of Breach. No failure or neglect of either party hereto in
     any instance to exercise any right, power, or privilege hereunder or under
     law shall constitute a waiver of any other right, power, or privilege or of
     the same right, power, or privilege in any other instance. All waivers by
     either party hereto must be contained in a written instrument signed by the
     party to be charged and, in the case of Employer, by an officer of Employer
     (other than Employee).

          f. Choice of Law and Forum. This Agreement shall be governed by and
     construed in accordance with the laws of the State of Tennessee, without
     giving effect to any choice-of-law or conflict-of-law provisions or rules
     (whether of the State of Tennessee or any other jurisdiction) that would
     cause the application of the laws of any jurisdiction other than the State
     of Tennessee. This Agreement shall be construed without regard to any rule
     of construction under which an agreement may be construed against the
     drafter. Any dispute arising under this Agreement shall be adjudicated in
     the United States District Court for the Middle District of Tennessee, or,
     in the event subject matter jurisdiction does not lie therein, in the
     courts of Williamson Davidson County, Tennessee. Each party submits to the
     jurisdiction of such court, waives any defense of an inconvenient forum,
     and agrees not to file in such cause any motion to transfer venue or
     similar motion. Each party further agrees to waive any right to trial by
     jury.

          g. Notice. Any notice provided for under this Agreement shall be given
     by personal delivery, facsimile, or certified mail (with return receipt
     requested); shall be addressed to Employer at its principal place of
     business or to Employee at the most recent address on file with Employer;
     and shall be deemed




                                                                               9

<PAGE>
     to have been given upon actual receipt or, if by mail, by three (3)
     calendar days of the date on which such notice was deposited in the U.S.
     mail.

          h. Related Parties. Employer agrees that the agreements, covenants,
     representations, acknowledgements, and protections provided for under this
     Agreement in favor of Employer shall extend to the parent, subsidiaries,
     and affiliates of Employer.

          i. Construction. The headings and captions of this Agreement are
     provided for convenience only and are intended to have no effect in
     construing or interpreting this Agreement. The term "including" as used in
     this Agreement is used to list items by way of example and shall not be
     deemed to constitute a limitation of any term or provision contained
     herein. As used in this Agreement, the singular or plural number shall be
     deemed to include the other whenever the context so requires. All monetary
     amounts set forth in this Agreement shall be in United States Dollars.

          j. Rights Cumulative. The rights and remedies provided by this
     Agreement are cumulative, and the exercise of any right or remedy by either
     party hereto (or by its successor), whether pursuant to this Agreement, any
     other agreement, or law, shall not preclude or waive its right to exercise
     any or all other rights and remedies.

          k. No Inconsistent Obligations. Employee hereby represents and
     warrants to Employer that (i) the execution, delivery, and performance of
     this Agreement by Employee does not and will not conflict with, breach,
     violate, or cause a default under any contract, agreement, instrument,
     order, judgment, or decree to which Employee is a party or by which he is
     bound, (ii) Employee is not a party to or bound by an employment,
     noncompetition, nonsolicitation, nondisclosure, confidentiality, or similar
     agreement with any other person or entity that would conflict with this
     Agreement, and (iii) upon the execution and delivery of this Agreement by
     Employer, this Agreement shall be the valid and binding obligation of
     Employee and enforceable in accordance with its terms.


                                                                              10
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered on the ____ day of October, 2004, effective as of the date first
set forth above.


                                        /s/ UZI YEMIN
                                        ----------------------------------------
                                        UZI YEMIN


                                        MAPCO EXPRESS, INC.


                                        By: /s/ Tony McLarty
                                            ------------------------------------
                                        Title: VP of HR


                                        By: /s/ Asaf Bartfeld
                                            ------------------------------------
                                        Title: Director



                                        DELEK US HOLDINGS, INC.


                                        By: /s/ Tony McLarty
                                            ------------------------------------
                                        Title: VP of HR


                                        By: /s/ Asaf Bartfeld
                                            ------------------------------------
                                        Title: Director

<PAGE>

                          ADDENDUM A - DELEK US TARGETS



PRE-TAX YEARLY PROFIT TARGETS   PERIODS
-----------------------------   -----------------------
                             
16 million U.S. dollars         04/01/2004 - 03/31/2005
18 million U.S. dollars         04/01/2005 - 03/31/2006
20 million U.S. dollars         04/01/2006 - 03/31/2007
22 million U.S. dollars         04/01/2007 - 03/31/2008
24 million U.S. dollars         04/01/2008 - 03/31/2009



                                      -12-

Source: OneCLE Business Contracts.