<PAGE>
                FIRST AMENDMENT TO LOAN AGREEMENT
                ---------------------------------

     THIS   FIRST  AMENDMENT  TO  LOAN  AGREEMENT  (this   "First
Amendment") is made as of the 16th day of January, 2001,  by  and
among  UNI-MARTS, INC., a Delaware corporation, and UNI-MARTS  OF
AMERICA,   INC.,   a   Delaware   corporation   (together,    the
"Borrowers"), and THE PROVIDENT BANK, a bank chartered under  the
laws of the State of Ohio (the "Lender").

                      W I T N E S S E T H:
                      -------------------
     WHEREAS,  the  Borrowers  and  the  Lender  have  heretofore
entered into a certain Loan Agreement dated as of April 20,  2000
(the  "Loan Agreement"), pursuant to which the Lender has  agreed
to provide a $10,000,000 secured revolving credit facility to the
Borrowers, subject to the terms and conditions set forth  in  the
Loan Agreement; and

      WHEREAS,  the  Borrowers  have requested  that  the  Lender
increase  the  maximum committed amount of the  revolving  credit
facility on a permanent basis from $10,000,000 to $13,000,000 and
to  amend the definition of "Fixed Charge Coverage Ratio" and the
Lender  is willing to do so under the terms, and subject  to  the
conditions, set forth in this First Amendment.

      NOW, THEREFORE, in consideration of the premises and of the
mutual  covenants  herein contained and with  the  intent  to  be
legally bound, the parties hereto agree as follows:

     1.    Recitals  as  Covenants.  The foregoing  recitals  are
           -----------------------
hereby incorporated in this First Amendment as covenants.

     2.    Use  of  Terms.  Terms used herein and  not  otherwise
           --------------
defined are used herein as defined in the Loan Agreement.

     3.     Amended  and  Restated  Definitions.   The  following
            -----------------------------------
definitions  set forth in Section 1.01 of the Loan Agreement  are
hereby amended and restated in their entirety as follows:

          "Agreement"  means this Loan Agreement, as  amended  by
          the  First  Amendment, and as the same may  be  further
          amended, modified or supplemented from time to time.

          "Fixed Charge Coverage Ratio" means, for any period  of
          four  consecutive fiscal quarters, (A) EBITDA plus  net
          cash  proceeds received from the sale of  fixed  assets
          divided  by (B) the sum of (i) current portion  of  the
          Borrowers' long term indebtedness as reflected on  Uni-
          Marts'  consolidated  balance  sheet  as  of  the  date
          beginning such period and determined in accordance with
          GAAP,  (ii) nonfinanced cash capital expenditures  made
          during   the   period,   (iii)  dividends   and   other

                                    1
<PAGE>
          distributions  made during the period  (to  the  extent
          permitted  under  this Agreement),  and  (iv)  interest
          expense during the period.

          "Revolving Credit Note" means the Amended and  Restated
          Revolving Credit Note of the Borrowers in the  form  of
          Exhibit  "A"  to  the  First Amendment  evidencing  the
          Revolving  Credit Loans together with  all  extensions,
          renewals,  refinancings or refundings in  whole  or  in
          part.

     In  addition  to the foregoing, the following defined  terms
are hereby added to Section 1.01 of the Loan Agreement:

          "First  Amendment"  means the First Amendment  to  Loan
          Agreement  dated  as  of January 16,  2001,  among  the
          Borrowers and the Lender.

          "First Amendment Closing Date" means January 16,  2001,
          or such other date as the parties may agree.

     4.   Amendment to Revolving Credit Loan Facility.
          -------------------------------------------
          (a)   Amendment of Section 2.01-Revolving Credit Loans.
                ------------------------------------------------
Subject  to the terms and conditions of this First Amendment  and
the Loan Agreement, the Lender has agreed to increase the maximum
principal  amount of the Revolving Credit Loans from  $10,000,000
to  $13,000,000.  Accordingly, subsections (b) and (c) of Section
2.01  of  the  Loan Agreement are hereby amended and restated  in
their entirety to read as follows:

          (b)   Revolving  Credit Note.  The obligations  of  the
                ----------------------
     Borrowers  to  repay  the  unpaid principal  amount  of  the
     Revolving  Credit Loans made to the Borrowers by the  Lender
     and  to pay interest on the unpaid principal amount will  be
     evidenced  in  part  by the Revolving  Credit  Note  of  the
     Borrowers  dated  the  First  Amendment  Closing  Date,   in
     substantially the form attached as Exhibit "A" to the  First
                                        -----------
     Amendment,  with  the  blanks  appropriately  filled.    The
     executed  Revolving  Credit Note will be  delivered  by  the
     Borrowers to the Lender on the First Amendment Closing Date.
     The Revolving Credit Note shall be an amendment, restatement
     and  replacement of the Revolving Credit Note  dated  as  of
     April  20, 2000, executed and delivered by the Borrowers  to
     the  Lender  (the  "Existing Note"),  and  the  indebtedness
     evidenced  by  the Existing Note, together  with  additional
     Revolving  Credit Loans made by the Lender to  the  Borrower
     pursuant to this Agreement after the First Amendment Closing
     Date, shall be evidenced by the Revolving Credit Note.

          (c)     Borrowing   Base.    The   maximum    borrowing
                  ----------------
     availability   under  this  Agreement  applicable   to   the
     Revolving  Credit Loans to all Borrowers taken  as  a  whole
     shall  be equal on any day during the term of this Agreement
     to    the   lesser   of   (i)   Thirteen   Million   Dollars
     ($13,000,000.00), or (ii) seventy-five percent (75%) of  the
     aggregate  gross  amount of Qualified Accounts,  plus  sixty
                                                      ----
     percent (60%) of the aggregate value of Qualified Inventory,
     plus fifty percent (50%) of the value of the real properties
     ----
                                    2
<PAGE>
     identified on Appendix 1 to this Agreement, as revised  from
                   ----------
     time to time by Uni-Marts as provided herein (the lesser  of
     the  amounts  described in clauses  (i)  and  (ii)  of  this
     sentence is sometimes referred to in this Agreement  as  the
     "Borrowing  Base").  In the event that Uni-Marts desires  to
     add  properties  to Appendix 1, or substitute  one  or  more
                         ----------
     properties   (collectively   the   "New   Properties")   for
     properties  then  listed  on Appendix  1  (collectively  the
                                  -----------
    "Released   Properties"),  upon  and  subject  to   Lender's
     agreeing  to  make  the  proposed  substitution,   (i)   the
     Borrowing Base shall be adjusted to reflect the substitution
     and  the Borrowers shall repay the amount of any Loans  that
     exceed  the  Borrowing  Base, (ii) the  applicable  Borrower
     shall grant to Lender Mortgages meeting the requirements  of
     this Agreement on all New Properties, and (iii) Lender shall
     release  its  lien and Mortgage on the Released  Properties.
     Upon the sale or other disposition of any property listed on
     Appendix  1  (a  "Sold Property"), the Sold  Property  shall
     -----------
     immediately be removed from the Borrowing Base and Borrowers
     shall immediately repay any Loans in excess of the Borrowing
     Base as calculated to take into account the sale of the Sold
     Property.   The Borrowing Base shall be further  reduced  by
     (i)  the  aggregate undrawn amount of all Letters of  Credit
     from  time  to  time  outstanding as  of  the  date  of  the
     determination, and (ii) any reserve or reserves created  and
     maintained by the Lender from time to time and in  its  sole
     reasonable   discretion  to  reflect   events,   conditions,
     contingencies  or risks which affect the Qualified  Accounts
     or  the  Qualified Inventory or otherwise affect the assets,
     the  business,  operations  or financial  condition  of  the
     Borrowers or any individual Borrower.

          (d)   Amended and Restated Revolving Credit Note.   The
                ------------------------------------------
Borrowers shall execute and deliver the Revolving Credit Note  in
the  form  attached  to  this First Amendment  as  Exhibit  A  to
evidence the Revolving Credit Loans as herein provided.

     5.    Representations and Warranties.  The Borrowers  hereby
           ------------------------------
represent and warrant to the Lender that:

     (a)   The Borrowers have and will continue to have corporate
power   and  authority  to  execute,  deliver  and  perform   the
provisions  of  this First Amendment and the Loan  Agreement,  as
amended  hereby,  and  to  execute and  deliver  the  instruments
required  by the provisions of this First Amendment and the  Loan
Agreement, as amended hereby, to be executed and delivered by the
Borrowers;  and  all  such  action  has  been  duly  and  validly
authorized by all necessary corporate proceedings on the part  of
the Borrowers.

     (b)   The execution, delivery and performance of this  First
Amendment  and the Revolving Credit Note will not conflict  with,
constitute  a  default  under or result in  the  breach  of,  any
provisions of Law or the Articles of Incorporation or the By-laws
of the Borrowers or of any agreement or other instrument to which
each  Borrower is a party or by which it is bound or to which  it
is subject.

     (c)  This First Amendment and the Revolving Credit Note have
each  been  duly  and  validly  executed  and  delivered  by  the
Borrowers, and this First Amendment and the Revolving Credit Note
constitute legal, valid and binding obligations of the Borrowers,
enforceable  against  the  Borrowers  in  accordance  with  their
respective terms.
                                   3
<PAGE>
     (d)   The  representations and warranties by  the  Borrowers
contained  in Article III of the Loan Agreement are  correct  and
accurate in all material respects on and as of the date  of  this
First Amendment with the same effect as though made on and as  of
the  date of this First Amendment with certain changes set  forth
in  the  letter  from  the Borrowers dated the  date  hereof  and
attached hereto as Exhibit "B".
                   -----------
     (e)    No  event  has  occurred  and  is  continuing   which
constitutes an Event of Default or would constitute an  Event  of
Default  but  for the requirement that notice be  given  or  time
elapse or both.

     6.     Conditions  Precedent.   It  shall  be  a   condition
            ---------------------
precedent to the effectiveness of this First Amendment  that  the
Lender  shall  have  received, on or before the  First  Amendment
Closing  Date, each of the following items, in form and substance
satisfactory to the Lender and its counsel:

          (i)  this First Amendment, duly executed and delivered;

          (ii)  the  Amended and Restated Revolving Credit  Note,
     duly executed and delivered;

          (iii)     a certificate of the Borrowers, addressed  to
     the  Lender  and executed by the Chief Financial Officer  or
     President  of  each  Borrower on behalf  of  the  Borrowers,
     certifying  that  all corporate actions  necessary  for  the
     consummation  of  the obligations to be incurred  under  the
     First Amendment have been taken;

          (iv) an opinion of counsel for the Borrowers, dated  as
     of  the  First Amendment Closing Date, in the form  attached
     hereto as Exhibit "C"; and
               -----------
          (v)   such  other  items,  instruments,  documents  and
     certificates  as  to the transactions contemplated  by  this
     First  Amendment and the Loan Documents as  the  Lender  may
     reasonably request.

     7.    Further Assurances.  The Borrowers, at their own  cost
           ------------------
and expense, shall cause to be promptly and duly taken, executed,
acknowledged  and delivered all such further acts, documents  and
assurances as the Lender may from time to time request  in  order
more  effectively  to carry out the intent and purposes  of  this
First  Amendment and the transactions contemplated by this  First
Amendment  including, without limitation, amendments to  each  or
any of the Loan Documents consistent with the intent and purposes
of  this  First Amendment.  Promptly upon request by the  Lender,
the Borrowers agree to execute and deliver and to file and record
and  refile  and record such financing statements and  amendments
and other assignments and other documents in such manner, at such
time  or times and in such place or places as may be required  by
any Law and to cause such other actions which may be required  by
any  Law  or  as  may be requested by the Lender  in  order  more
effectively  to carry out the intent and purposes of  this  First
Amendment.
                                  4
<PAGE>
     8.    Scope  of this First Amendment.  Except as amended  by
           ------------------------------
this  First Amendment, the provisions of the Loan Agreement shall
remain  in  full  force  and  effect. The  Loan  Documents  shall
likewise remain in full force and effect.  The Loan Agreement and
this  First  Amendment shall be construed as  complementing  each
other   and,  except  as  specifically  amended  by  this   First
Amendment,  augmenting and not restricting the  Lender's  rights,
and  the Loan Agreement shall remain in full force and effect  in
accordance with its terms.  The Borrowers hereby ratify,  confirm
and reaffirm, without condition, all liens and security interests
granted to the Lender pursuant to the Loan Agreement and the Loan
Documents,  and such liens and security interests shall  continue
to  secure the Secured Obligations.  Except as expressly provided
in  this  First  Amendment, the Lender  has  not  agreed  to  any
amendment or modification to the Loan Agreement or to any of  the
Loan  Documents or to any departure by the Borrowers  from  their
due performance under the Loan Agreement or under any of the Loan
Documents.  The rights and remedies of the Lender under the  Loan
Agreement,  as  amended  by this First Amendment,  and  the  Loan
Documents shall survive the execution and delivery of this  First
Amendment  and the Lender may exercise such rights  and  remedies
with  respect to any such defaults at any time and from  time  to
time.

     9.   Miscellaneous.  The following provisions shall apply to
          -------------
this First Amendment:

          (a)     References.    All   notices,   communications,
                  ----------
     agreements,  certificates, documents  or  other  instruments
     executed  and delivered after the execution and delivery  of
     this First Amendment may refer to the Loan Agreement without
     making  specific  reference  to this  First  Amendment,  but
     nevertheless  all such references shall include  this  First
     Amendment unless the context requires otherwise.

          (b)    Counterparts.   This  First  Amendment  may   be
                 ------------
     executed  in  as  many  different  counterparts  as  may  be
     convenient  to  the  parties  hereto,  each  of  which  when
     executed  by the Borrowers and the Lender shall be  regarded
     as  an  original and all such counterparts shall  constitute
     but one First Amendment.

     14.   Costs and Expenses.  The Borrowers will pay all  costs
           ------------------
and  expenses  of the Lender (including, without limitation,  the
reasonable fees and the disbursements of the Lender's counsel) in
connection with the preparation, execution and delivery  of  this
First Amendment.

     15.  Governing Law.  This First Amendment and the rights and
          -------------
obligations hereunder shall be construed in accordance  with  and
governed by the laws of the Commonwealth of Pennsylvania.

     16.  Headings.  The headings of this First Amendment are for
          --------
purposes  of  reference  only and shall not  limit  or  otherwise
affect the meaning thereof.


                    [SIGNATURE PAGE FOLLOWS]

                                 5
<PAGE>
     IN  WITNESS  WHEREOF, the parties, by their duly  authorized
officers, have executed this First Amendment to Loan Agreement as
of the day and year first above written.

<TABLE>
<CAPTION>
ATTEST:                            UNI-MARTS, INC.
<S>                                <C>
/s/ Harry A. Martin                   /s/ N. Gregory Petrick
------------------------------     By:---------------------------
     Harry A. Martin                    N. Gregory Petrick
Name:-------------------------     Name:-------------------------
     Secretary                     Title: Executive Vice President and
                                          Chief Financial Officer
                                         ------------------------

ATTEST                             UNI-MARTS OF AMERICA, INC.
/s/ Harry A. Martin                   /s/ N. Gregory Petrick
------------------------------     By:---------------------------
     Harry A. Martin                    N. Gregory Petrick
Name:-------------------------     Name:-------------------------
     Secretary                     Title: President
                                         ------------------------


                                   THE PROVIDENT BANK
                                      /s/ Ronald L. Tassone
                                   By:---------------------------
                                        Ronald L. Tassone
                                   Name:-------------------------
                                   Title: Senior Vice President
                                         ------------------------

</TABLE>

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