<PAGE>
             SECOND AMENDMENT TO LOAN AGREEMENT


      THIS  SECOND AMENDMENT TO LOAN AGREEMENT (this "Second
Amendment")  is made as of the 31st day of March,  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").


                         WITNESSETH:

      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 had 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 did so under the terms,  and
subject  to the conditions set forth in the First Amendment,
dated January 16, 2001 (the "First Amendment").

      WHEREAS, the Borrowers have requested that the  Lender
amend  the  Loan  Agreement,  Article  VI,  Section  6.13(c)
Interest Coverage Ratio and the Lender is willing to  do  so
under the terms, and subject to the conditions, set forth in
the Second 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 Second 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 Article  VI,  Section 6.13(c) Interest
Coverage  Ratio  are hereby amended and restated in their entirety
as follows:
<PAGE>
              Fiscal Quarters     Minimum Interest
                  Ending           Coverage Ratio

           All fiscal quarters         2:05:1
           ending on or prior to
           September 30, 2001

           Quarters ending
           December 31, 2001           2:30:1
           through September 30,
           2002

           Quarters ending
           December 31, 2002           2:35:1
           through September 30,
           2003


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

          "Second  Amendment" means the Second Amendment  to
          Loan Agreement dated  as  of March 31, 2001, among
          the  Borrowers and the Lender.

          "Second  Amendment Closing Date" means  April  24,
          2001, or such other date as the parties may agree.

      4.    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  Second  Amendment  and  the
Loan  Agreement,  as  amended  hereby,  and  to  execute and
deliver the instruments required by  the  provisions of this
Second 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
Second  Amendment  and  the  Revolving  Credit Note will not
conflict with, constitute a  default  under or result in the
breach  of,  any  provisions of  the  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  Second  Amendment has been duly and  validly

                               -2-
<PAGE>
executed and delivered  by  the  Borrowers,  and  this Second
Amendment constitutes legal, valid and binding obligations of
the Borrowers, enforceable against the Borrowers in accordance
with their respective terms.

     (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 Second Amendment with the same effect as though made
on and  as  of the date of this Second Amendment.

     (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.


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

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

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

          (iii)such other items, instruments, documents and certificates
               as to the transactions  contemplated  by  this   Second
               Amendment  and  the  Loan  Documents  as  the
               Lender may reasonably request.

     6.   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  Second Amendment and the transactions contemplated
by  this  Second  Amendment including,  without  limitation,
amendments  to each or any of the Loan Documents  consistent
with  the  intent  and  purposes of this  Second  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 or as  may be requested by the Lender in order more
effectively  to  carry out the intent and purposes  of  this
Second Agreement.

                               -3-
<PAGE>
     7.   Scope of this Second Amendment.  Except  as  amended
          ------------------------------
by  the  First and this  Second Amendment, the provisions of the
Loan Agreement shall  remain in full  force and effect.  The
Loan Agreement and  the  First  Amendment  and Second  Amendment
shall  be construed  as  complementing  each  other  and,  except
as specifically amended by the First and this Second Amendment,
augmenting and not restricting the Lender' 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  for  in  this
Second  Amendment, and the First Amendment, the  Lender  has
not  agreed  to any amendment or modification  to  the  Loan
Agreement  or 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 Second Amendment, and the  Loan  Documents
shall  survive  the execution and delivery  of  this  Second
Amendment  and  the  Lender  may exercise  such  rights  and
remedies  with respect to any such defaults at any time  and
from time to time.

     8.    Miscellaneous.   The following  provisions  shall
           -------------
apply  to  this  Second Amendment:

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

       (b)  Counterparts.   This  Second  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 Second Amendment.

     9.   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
Second Amendment.

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

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

                  (SIGNATURE PAGE FOLLOWS)

                             -4-
<PAGE>
           IN  WITNESS WHEREOF, the parties, by  their  duly
authorized officers, have executed this Second Amendment  to
Loan Agreement as of the day and year first above written.

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

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



                               -5-