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                                                                  EXHIBIT 10.5.3


           AMENDMENT AND WAIVER NO. 2 TO AMENDED AND RESTATED CREDIT
                             AND GUARANTY AGREEMENT

         THIS AMENDMENT AND WAIVER NO. 2 TO AMENDED AND RESTATED CREDIT AND
GUARANTY AGREEMENT, dated as of March 27, 1997 (this "Amendment Agreement"),
among E-Z SERVE CONVENIENCE STORES, INC., a Delaware corporation (the
"Borrower"), E-Z SERVE CORPORATION, a Delaware corporation (the "Parent"), the
Lenders (as defined below) and SOCIETE GENERALE ("SG"), as agent (in such
capacity, the "Agent") for the Lenders,

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Parent, the various financial institutions
parties thereto (collectively, the "Lenders") and the Agent have heretofore
entered into a certain Amended and Restated Credit and Guaranty Agreement
(amending and restating the Credit and Guaranty Agreement, dated as of January
17, 1995), dated as of October 2, 1995 (the "Existing Credit Agreement" and, as
heretofore amended, and together with this Amendment Agreement, the "Credit
Agreement"); and

         WHEREAS, the Borrower and the Parent desire to amend, among other
things, the Revolving Loan Commitment Termination Date, the amortization
schedule and Stated Maturity Date of the Term Loans, the interest rate for LIBO
Rate Loans, the financial covenants and the capital expenditure levels, all as
more fully set forth herein; and

         WHEREAS, the Lenders are willing to consent to such limited waiver and
amendments, but only upon the terms and conditions set forth below (including
Article III);

         NOW, THEREFORE, the parties hereto hereby agree as follows:





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ARTICLE I
                                  DEFINITIONS

         Unless otherwise defined or the context otherwise requires, terms used
in this Amendment Agreement, including its preamble and recitals, have the
meanings provided in the Credit Agreement.

                                   ARTICLE II
             AMENDMENTS AND LIMITED WAIVER TO CERTAIN PROVISIONS OF
                              THE CREDIT AGREEMENT

         Effective on (and subject to the occurrence of) the Effective Date (as
defined in Section 3.1), certain terms and provisions of the Existing Credit
Agreement are hereby waived, modified and amended in accordance with this
Article II.  Except as so waived, modified and amended, the Existing Credit
Agreement shall continue in full force and effect in accordance with its terms.

         SECTION 2.1  Limited Waiver with respect to Section 7.1.9 (Springing
Liens) of the Existing Credit Agreement, etc.  The Lenders hereby waive
compliance (to the extent necessary and so long as the Borrower and the Parent
continue to cooperate with the Agent to achieve compliance as soon as possible)
by the Borrower and the Parent until May 5, 1997, solely with respect to (i)
the applicable provisions of Section 7.1.9 of the Credit Agreement and (ii) the
applicable provisions of the letter agreement, dated as of January 27, 1997,
among the Agent, the Lenders signatories thereto, the Parent, the Borrower and
Phemus Corporation, requiring the Borrower, within 30 days from the date of
such letter agreement, to execute the mortgages, deeds of trust, UCC financing
statements and any other related documents required to grant the Agent a first
priority leasehold Lien on operating facilities and a first priority mortgage
Lien on real property, fixtures, buildings and improvements thereon.

         SECTION 2.2  New definition of BofA Cash Management Agreement.  The
definition of BofA Cash Management Agreement is hereby inserted as a new
definition in its correct alphabetical order.




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                 "BofA Cash Management Agreement" means, the Cash Management
         Services Agreement, dated March 6, 1997, between the Borrower and Bank
         of America.

         SECTION 2.3  Amendment to definition of Borrowing Base Amount.  The
definition of Borrowing Base Amount is hereby amended by adding the following
new sentence to the end of such definition:

                 "From the period beginning March 27, 1997 and ending on
         September 30, 1997 only, on any Borrowing Base Amount calculation
         date, the calculation of the Borrowing Base Amount shall be decreased
         by $2,000,000 during such period; provided, however, that for only the
         period from the 20th day of each month (commencing March 27, 1997)
         through the later of (i) the first Monday of each month and (ii) the
         5th day of each subsequent month, only through September 30, 1997, the
         calculation of the Borrowing Base Amount shall be increased by
         $2,000,000 during such period."

         SECTION 2.4  Amendment to definition of Business Acquisition.  The
definition of Business Acquisition is hereby deleted in its entirety.

         SECTION 2.5  Amendment to definition of Capital Expenditure Level.
The definition of Capital Expenditure Level is hereby deleted in its entirety.

         SECTION 2.6  Amendment to definition of Capital Expenditures.  The
definition of Capital Expenditures is hereby amended in its entirety by
substituting the following therefor:

              "Capital Expenditures" means, for any period, without 
         duplication, the sum of

                          (a)  the aggregate amount of all expenditures of the
                 Parent and its Subsidiaries (including the Borrower and its
                 Subsidiaries) for fixed or capital assets made during such
                 period which, in accordance with GAAP, would be classified as
                 capital expenditures; and

                          (b)  the aggregate amount of all Capitalized Lease 
                 Liabilities incurred during such period.




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         SECTION 2.7  New definition of Commitment Termination Date.  The
definition of Commitment Termination Date is hereby inserted as a new
definition in its correct alphabetical order.

                 "Commitment Termination Date" means, as the case may be, the
         Revolving Loan Commitment Termination Date or the Term Loan Commitment
         Termination Date.

         SECTION 2.8  New definition of Cumulative Capital Expenditures.  The
definition of Cumulative Capital Expenditures is hereby inserted as a new
definition in its correct alphabetical order.

                 "Cumulative Capital Expenditures" means, the cumulative
         aggregate amount of Capital Expenditures commencing with the fiscal
         month beginning December 30, 1996.

         SECTION 2.9  New definition of Cumulative EBITDA.  The definition of
Cumulative EBITDA is hereby inserted as a new definition in its correct
alphabetical order.

                 "Cumulative EBITDA" means, the cumulative aggregate amount of
         EBITDA commencing with the fiscal month beginning December 30, 1996.

         SECTION 2.10  New definition of Cumulative Interest Expense.  The
definition of Cumulative Interest Expense is hereby inserted as a new
definition in its correct alphabetical order.

                 "Cumulative Interest Expense" means, the cumulative aggregate
         amount of Interest Expense commencing with the fiscal month beginning
         December 30, 1996.

         SECTION 2.11  Amendment to definition of Excess Insurance Proceeds.
The definition of Excess Insurance Proceeds is hereby deleted in its entirety.

         SECTION 2.12  Amendment to definition of Fixed Charge Coverage Ratio.
The definition of Fixed Charge Coverage Ratio is hereby amended in its entirety
by substituting the following therefor:

                 "Fixed Charge Coverage Ratio" means, as of the last day of any
         fiscal month, the ratio of:




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                          (a)  Cumulative EBITDA for the Rolling Period ending
                 on such day;

                 to

                          (b)  the sum of

                                  (i)  Cumulative Interest Expense paid in cash
                          for such Rolling Period;

                          plus

                                  (ii) all Cumulative Capital Expenditures made
                          in such Rolling Period.

         SECTION 2.13  Amendment to definition of Gross Profit Margin.  The
definition of Gross Profit Margin is hereby deleted in its entirety.

         SECTION 2.14  New definition of Insurance Proceeds.  The definition of
Insurance Proceeds is hereby inserted as a new definition in its correct
alphabetical order.

                 "Insurance Proceeds" means the insurance proceeds received by
         the Agent pursuant to clause (d) of Section 7.1.4.

         SECTION 2.15  Amendment to definition of Interest Coverage Ratio.  The
definition of Interest Coverage Ratio is hereby amended in its entirety by
substituting the following therefor:

                 "Interest Coverage Ratio" means, as of the last day of any
fiscal month, the ratio of:

                 (a)  Cumulative EBITDA for the Rolling Period ending on such
         day

         to

                 (b)  Cumulative Interest Expense paid in cash for such Rolling
         Period.

         SECTION 2.16  Amendment to definition of Interest Period.  The
definition of Interest Period of the Existing Credit 




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Agreement is hereby amended by deleting the words "one, three or six months
thereafter" appearing on the fifth line thereof and substituting such words
with "one month thereafter".
        
         SECTION 2.17  Amendment to definition of Net Debt Proceeds.  Clause
(b) of the definition of Net Debt Proceeds of the Existing Credit Agreement is
hereby amended in its entirety by substituting the following therefor:

                 "(b)  in connection with the issuance, incurrence, placement
         or sale of permitted Indebtedness, (i) all reasonable and customary
         fees and expenses actually paid by the Parent or its Subsidiaries
         (except as provided in clause (ii)) and (ii) underwriters' discounts
         and commissions not payable to the Parent, any of its Subsidiaries or
         any of their Affiliates."

         SECTION 2.18  Amendment to definition of Net Disposition Proceeds.
The definition of Net Disposition Proceeds of the Existing Credit Agreement is
hereby amended in its entirety by substituting the following therefor:

                 "Net Disposition Proceeds" means the excess of

                          (a)  the gross cash proceeds (other than proceeds
                 from any sale of Inventory of the Parent or any of its
                 Subsidiaries in the ordinary course of their business)
                 received by the Parent or any of its Subsidiaries from any
                 Permitted Disposition, including any cash payments received by
                 way of a deferred payment of principal pursuant to a permitted
                 note or installment receivable or otherwise, but only when and
                 as received;

         over

                          (b)  (i) all reasonable and customary fees and
                 expenses with respect to legal, investment banking, brokerage,
                 accounting and other professional fees actually incurred by
                 the Parent and its Subsidiaries in connection with such
                 Permitted Disposition which have not been paid to Affiliates
                 of the Parent or any of its Subsidiaries, (ii) all taxes
                 actually paid or estimated by the Parent (in good faith) to be
                 payable in cash in connection with such Permitted Disposition;
                 provided, 




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                 however, that if, after the payment of all taxes with respect
                 to such Permitted Disposition, the amount of estimated taxes,
                 if any, pursuant to clause (ii) above exceeded the amount of
                 taxes actually paid in cash in respect of such Permitted
                 Disposition, the aggregate amount of such excess shall be
                 immediately payable, pursuant to clause (c) of Section 3.1.2,
                 as Net Disposition Proceeds, and (iii) if permitted hereunder
                 or otherwise by the Required Lenders, the aggregate amount of
                 any Indebtedness of the type referred to in clause (a) of the
                 definition thereof which is secured by such asset and required
                 to be repaid from such gross cash proceeds.
        
         SECTION 2.19  Amendment to definition of Net Equity Proceeds.  Clause
(b) of the definition of Net Equity Proceeds of the Existing Credit Agreement
is hereby amended in its entirety by substituting the following therefor:

                          "(b)  in connection with such issuance, placement or
                 sale of such equity securities, all (i) reasonable and
                 customary fees and expenses actually paid by the Parent or its
                 Subsidiaries or the Parent or any corporation of which the
                 Parent is a Subsidiary (except as provided in clause (ii)) and
                 (ii) underwriters' discounts and commissions not payable to
                 the Parent, any of its Subsidiaries or any of their
                 Affiliates.

         SECTION 2.20  Amendment to definition of Net Income.  The definition
of Net Income is hereby deleted in its entirety by substituting the following
therefor:

                 "Net Income" means, for any period, all amounts (exclusive of
         all amounts in respect of any non-cash gains or losses and gains and
         losses associated with dispositions (except to the extent of gains of
         up to $458,000 in Fiscal Year 1997 in respect of any such
         dispositions)) which, in accordance with GAAP, would be included as
         net income on the consolidated statements of income of the Parent and
         its Subsidiaries for such period.

         SECTION 2.21  Amendment to definition of Obligations.  The definition
of Obligations is hereby deleted in its entirety by substituting the following
therefor:




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                 "Obligations" means all obligations (monetary or otherwise) of
         the Borrower and each other Obligor arising under or in connection
         with this Agreement, the Notes, each other Loan Document and, until
         September 30, 1997, the obligations of the Borrower to Bank of America
         under the BofA Cash Management Agreement (to the extent and only to
         the extent of up to $2,000,000 in the aggregate).

         SECTION 2.22  Amendment to definition of Permitted Business 
Acquisition.  The definition of Permitted Business Acquisition is hereby 
deleted in its entirety.

         SECTION 2.23  Amendment to definition of Permitted Disposition.  The
definition of Permitted Disposition is hereby amended in its entirety by
substituting the following therefor:

                 "Permitted Disposition" means any sale, lease, transfer or
         other disposition of assets of the Borrower or any other Subsidiary of
         the Parent to the extent that

                          (a)  the Borrower or such other Subsidiary shall
                 receive only cash consideration therefor, provided that the
                 Borrower or such other Subsidiary may receive promissory notes
                 having terms that are customary for seller-financed
                 transactions, to the extent the aggregate principal amount of
                 all such promissory notes received by the Borrower and such
                 other Subsidiaries in any Fiscal Year does not exceed
                 $250,000;

                          (b)  the Borrower and such other Subsidiaries shall 
                 have received fair value therefor; and

                          (c)  at the time of each such disposition, no Default
                 or Event of Default shall have occurred and be continuing.

         SECTION 2.24  Amendment to definition of Required Lenders.  The
definition of Required Lenders of the Existing Credit Agreement is hereby
amended in its entirety by substituting the following therefor:

                 "Required Lenders" means, at the time any determination
         thereof is to be made, Lenders holding 66-2/3% or more of the
         aggregate of (a) the then aggregate unpaid principal 




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         amount of the Term Notes and (b) the Revolving Loan Commitments (or,
         if the Revolving Loan Commitments are no longer in effect, the
         aggregate unpaid principal amount, if any, of Revolving Notes and
         Letter of Credit Outstandings).
        
         SECTION 2.25  Amendment to definition of Revolving Loan Commitment
Termination Date.  Clause (a) of the definition of Revolving Loan Commitment
Termination Date of the Existing Credit Agreement is hereby amended in its
entirety by substituting the following new clause (a) therefor:

                          "(a)  October 1, 1998;".

         SECTION 2.26  Amendment to definition of Rolling Period.  The
definition of Rolling Period of the Existing Credit Agreement is hereby amended
in its entirety by substituting the following therefor:

                 "Rolling Period" means, as of any date of calculation, the
         period commencing with December 30, 1996 and ending on the date of
         such calculation, provided, however, that commencing with the fiscal
         month ending January 25, 1998, the "Rolling Period" shall mean the
         immediately preceding twelve month period from the date of
         calculation.

         SECTION 2.27  Amendment to definition of Series H Preferred Stock.
The definition of Series H Preferred Stock is hereby added in its correct
alphabetized order.

                 "Series H Preferred Stock" means the Convertible Preferred
         Stock, Series H, of the Parent, par value $.01 per share.

         SECTION 2.28  Amendment to definition of SGA Margin.  The definition
of SGA Margin is hereby amended in its entirety to read as follows:

                 "SGA Margin" means, as of the last day of any Fiscal Quarter
         (commencing with the Fiscal Quarter ending March 30, 1997), the
         percentage obtained by dividing (a) selling, general and
         administrative expenses (as determined in accordance with GAAP) of the
         Parent and its Subsidiaries for the period ending on such day by (b)
         total sales (as 




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         determined in accordance with GAAP) by the Parent and its Subsidiaries
         for such period.
        
         SECTION 2.29  Amendment to definition of Stated Maturity Date.  The
definition of Stated Maturity Date is hereby amended in its entirety to read as
follows:

                 "Stated Maturity Date" means in the case of any Term Loan or
         Revolving Loan, October 1, 1998.

         SECTION 2.30  Amendment to definition of Tangible Net Worth.  The
definition of Tangible Net Worth is hereby deleted in its entirety.

         SECTION 2.31  Amendment to Clause (b) of Section 3.1.2 (Mandatory
Prepayments) of the Existing Credit Agreement.  Clause (b) of Section 3.1.2 of
the Existing Credit Agreement is hereby amended by deleting clause (b) in its
entirety and substituting the following therefor:

                "(b)  the Borrower shall, on each date set forth below, make a
              scheduled repayment of the aggregate outstanding principal amount
              of all Term Loans in the amount set forth opposite each such
              date:




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                                       Amount of Required
   "Repayment Date                     Principal Repayment
    --------------                     -------------------
                                     
   January 24, 1996                     $2,000,000
                                     
   July 24, 1996                        $3,550,000
                                     
   January 24, 1997                     $3,550,000
                                     
   July 24, 1997                        $4,820,000
                                     
   September 30, 1997                   $6,080,000
                                     
   December 31, 1997                    $5,000,000
                                     
   January 24, 1998                     $5,780,000
                                     
   February 28, 1998                    $4,220,000
                                     
   July 24, 1998                        $6,280,000
                                     
   October 1, 1998                      $38,188,919 or the remaining principal 
                                        amount of Term Loans outstanding on 
                                        such date;

; provided, however, that at the option of the Borrower (after notice to the
Agent in writing), the Borrower may defer the July 24, 1997 scheduled
amortization payment until no later than September 30, 1997 (it is understood
that any such deferred principal payment payable on September 30, 1997 shall be
in addition to the $6,080,000 scheduled amortization payment required to be
made on September 30, 1997) after payment to the Agent, for the pro rata
account of the Lenders, the fee described in clause (a) of Section 3.3.4;
provided, further, however, that (i) if the Borrower has reduced the aggregate
amount of outstanding Term Loans to at least $60,000,000 by September 30, 1997,
the scheduled principal amortization payment required on September 30, 1997
will be automatically and permanently waived, (ii) if the Borrower has reduced
the aggregate amount of outstanding Term Loans to at least $55,000,000 by
December 31, 1997, the scheduled principal amortization payment required on 
        



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December 31, 1997 will be automatically and permanently waived, and (iii) if
the Borrower has reduced the aggregate amount of outstanding Term Loans to at
least $45,000,000 by February 28, 1998, the scheduled principal amortization
payment required on February 28, 1998 will be automatically and permanently
waived;"
        



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         SECTION 2.32  Amendment to Clause (c) of Section 3.1.2 (Mandatory
Prepayments) of the Existing Credit Agreement.  Clause (c) of Section 3.1.2 of
the Existing Credit Agreement is hereby amended by deleting clause (c) in its
entirety and substituting the following therefor:

                 "(c)  the Parent or the Borrower, as the case may be, shall,
         (i) on the date of receipt by it or any of its Subsidiaries of any
         Gross Transaction Proceeds, Net Disposition Proceeds, Net Equity
         Proceeds, Net Debt Proceeds or Insurance Proceeds and (ii) on the date
         of delivery of the audited financial statements pursuant to clause (b)
         of Section 7.1.1 (and, in any event, on the date 90 days after the end
         of each Fiscal Year), in the case of Excess Cash Flow, apply (A) 100%
         of all such Gross Transaction Proceeds, Net Disposition Proceeds, Net
         Equity Proceeds, Insurance Proceeds and Net Debt Proceeds, as the case
         may be, and (B) 100% of all such Excess Cash Flow, to make a mandatory
         prepayment of the Term Loans to be applied to the installments thereof
         in the inverse order of the scheduled repayments of the Term Loans;
         provided, however, that 50% of the first $10,600,000 of Net
         Disposition Proceeds received by the Parent or the Borrower shall be
         applied pro rata to the July 24, 1997 and January 24, 1998 scheduled
         Term Loan principal amortization payments; and provided, further,
         however, that any Net Disposition Proceeds received by the Parent or
         the Borrower that are allocated solely to current assets (i.e.,
         Eligible Inventory and Eligible Accounts) will be applied to make a
         mandatory prepayment of the Revolving Loans outstanding and 50% of any
         reduction to the Borrowing Base Amount (as a result of Net Disposition
         Proceeds arising from the sale of current assets (i.e., Eligible
         Inventory and Eligible Accounts)), will permanently reduce the
         Revolving Loan Commitment Amount by such amounts; and"

         SECTION 2.33  Amendment to Clause (e) of Section 3.1.2 of the Existing
Credit Agreement.  Clause (e) of Section 3.1.2 of the Existing Credit Agreement
is hereby amended by deleting clause (e) in its entirety and substituting the
following therefor:

                 "(e)  the Borrower shall prepay Revolving Loans so that the
         aggregate outstanding principal amount of all Revolving Loans
         outstanding does not exceed (i) for the period from 




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         March 27, 1997 until January 31, 1998, the greater of (a) $8,000,000
         minus 50% of the aggregate amount of Net Disposition Proceeds applied
         to the Revolving Loans during such period and (b) $4,000,000; and (ii)
         from and after January 31, 1998, $4,000,000; during a five consecutive
         calendar day period during each calendar month (each such period, a
         "Clean-Down Period")."
        
         SECTION 2.34  Amendment to Section 3.2.1 of the Existing Credit
Agreement (Rates).  Clauses (a) and (b) of Section 3.2.1 of the Existing Credit
Agreement are hereby amended in their entirety by substituting the following
therefor:

                 "(a)  on that portion maintained from time to time as Base
         Rate Loans, equal to the sum of the SG Base Rate from time to time in
         effect plus 1.75% (retroactive to all Loans outstanding on and after
         January 1, 1997); provided, however, that if the Borrower has not
         reduced the aggregate principal amount of Term Loans to at least
         $55,000,000 by September 30, 1997, such rate of interest shall
         automatically and permanently increase to the sum of the SG Base Rate
         from time to time in effect plus 2.25%; and

                 (b)  on that portion maintained as a LIBO Rate Loan, during
         each Interest Period applicable thereto, equal to the sum of the LIBO
         Rate (Reserve Adjusted) for such Interest Period plus 3.0%
         (retroactive to all Loans outstanding on and after January 1, 1997);
         provided, however, that if the Borrower has not reduced the aggregate
         principal amount of Term Loans to at least $55,000,000 by September
         30, 1997, such rate of interest shall automatically and permanently
         increase to the sum of the LIBO Rate (Reserve Adjusted) for such
         Interest Period plus 3.5%."

         SECTION 2.35   Amendment to Section 3.2.2 of the Existing Credit
Agreement (Post-Default Rates).  Section 3.2.2 of the Existing Credit Agreement
is hereby amended in its entirety by substituting the following therefor:

                 "SECTION 3.2.2.  Post-Default Rates.  From and after the
         occurrence of any Event of Default, the Borrower shall pay, but only
         to the extent permitted by law, interest (after as well as before
         judgment) on all amounts payable hereunder (including fees in respect
         of Letters of Credit) 




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         at a rate per annum equal to the rate per annum otherwise in effect
         plus a further margin of 4% per annum."
        
         SECTION 2.36  Amendment to Section 3.2.3 of the Existing Credit
Agreement (Payment Dates).  Clause (d) of Section 3.2.3 of the Existing Credit
Agreement is hereby amended in its entirety by substituting the following
therefor:

                 "(d)  with respect to LIBO Rate Loans, on the last day of each
         applicable Interest Period; and"

         SECTION 2.37  Amendment to Article III of the Existing Credit
Agreement (Deferral and Extension Fees).  Article III of the Existing Credit
Agreement is hereby amended to add a new Section 3.3.4 to read as follows:

                 "SECTION 3.3.4.  Deferral and Extension Fees, etc.
         The Borrower agrees to pay to the Agent for the pro rata account of
         the Lenders (based on each such Lender's Percentage of outstanding
         Term Loans) the following fees on the following dates:
        
                          (a) a deferral fee payable on July 24, 1997 (but
                 earned by the Lenders on March 27, 1997) in the amount of
                 2.50% multiplied by $4,820,000 (the amount of the scheduled
                 Term Loan principal payment required pursuant to clause (b) of
                 Section 3.1.2), only if the Borrower exercises its option to
                 defer such scheduled Term Loan principal payment until
                 September 30, 1997;

                          (b) an extension fee payable on September 30, 1997
                 (but earned by the Lenders on March 27, 1997) in the amount of
                 .50% multiplied by the aggregate amount of Term Loans
                 outstanding on such date, only if the Borrower has not reduced
                 the aggregate amount of Term Loans outstanding on such date to
                 at least $55,000,000;

                          (c) an extension fee payable on December 31, 1997
                 (but earned by the Lenders on March 27, 1997) in the amount of
                 .50% multiplied by the aggregate amount of Term Loans
                 outstanding on such date, only if the Borrower has not reduced
                 the aggregate amount of Term Loans outstanding on such date to
                 at least $50,000,000; and




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<PAGE>   16

                          (d) an extension fee payable on March 31, 1998 (but
                 earned by the Lenders on March 27, 1997) in the amount of 1%
                 multiplied by the aggregate amount of Term Loans and Revolving
                 Loan Commitments outstanding on such date, only if the
                 Borrower has not terminated all Commitments, not repaid all
                 Loans and cancelled all Letters of Credit and all Obligations
                 have not been paid in full in cash."

         SECTION 2.38  Amendment to Section 6.17 of the Existing Credit
Agreement (Ownership of Stock).  Section 6.17 of the Existing Credit Agreement
is hereby amended in its entirety by substituting the following therefor:

                 "SECTION 6.17  Ownership of Stock.  The Parent owns free and
         clear of all Liens (other than any Lien pursuant to the Parent Pledge
         Agreement), 100% of the outstanding shares of common stock (whether
         voting or non-voting) of the Borrower and Petroleum on a fully diluted
         basis.  There are no outstanding options, warrants or convertible
         securities with respect to the shares of common stock of the
         Borrower."

         SECTION 2.39  Amendments to Section 7.1.1 of the Existing Credit

Agreement (Financial Information, Reports, Notices, etc). (a) Clause (a) of
Section 7.1.1 of the Existing Credit Agreement is hereby amended by (i)
deleting the word "and" appearing immediately before clause (a)(ii) and
substituting therefor a ","; (b) Clause (a) of Section 7.1.1. of the Existing
Credit Agreement is hereby further amended by adding the following new clause
(iii) immediately prior to the period of such clause (a)(ii):
        
                 "and (iii) Compliance Certificate, executed by the chief
                 financial Officer of the Parent, showing (in reasonable detail
                 and with appropriate calculations and computations in all
                 respects satisfactory to the Agent) compliance with the
                 financial covenants set forth in Section 7.2.4"

; (c) clause (c) of Section 7.1.1 of the Existing Credit Agreement is hereby
amended by deleting the words "and (ii) a Compliance Certificate, executed by
the chief financial Authorized Officer of the Parent, showing (in reasonable
detail and with appropriate calculations and computations in all 




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<PAGE>   17

respects satisfactory to the Agent) compliance with the financial covenants set
forth in Section 7.2.4;" ; (d) clause (i) of Section 7.1.1 of the Existing
Credit Agreement is hereby amended by deleting the word "and" at the end of
such clause and (e) a new clause (k) and (l) are hereby added to Section 7.1.1
of the Existing Credit Agreement to read as follows:
        
                          "(k)  as soon as available and in any event within 2
                 Business Days after the end of each week, a comprehensive
                 weekly report (with respect to the previous week) with respect
                 to the Borrower's cash liquidity position and such other items
                 as described on Annex I attached hereto; and

                          (l)  as soon as available and in any event no later
                 than May 31, 1997, a detailed operating and merchandising
                 operation plan prepared by the president and chief operating
                 officer of the Borrower, in form satisfactory to the Agent."

         SECTION 2.40  Amendment to Section 7.1.3 of the Existing Credit
Agreement (Maintenance of Properties).  Section 7.1.3 of the Existing Credit
Agreement is hereby amended in its entirety by substituting the following
therefor:

                 "SECTION 7.1.3.  Maintenance of Properties.  The Borrower and
         the Parent will, and will cause each of their respective Subsidiaries
         to, maintain, preserve, protect and keep their respective properties
         in good repair, working order and condition (except to the extent
         sold, transferred or otherwise disposed of pursuant to a Permitted
         Disposition), and make necessary and proper repairs, renewals
         (including lease payments on leasehold properties)
         and replacements so that the business carried on in connection
         therewith may be properly conducted at all times, unless the Borrower
         or the Parent, as the case may be, determines in good faith that the
         continued maintenance of any of its properties is no longer
         economically desirable (provided that any such determination with
         respect to any property material to the operations of the Borrower or
         any other Subsidiary of the Parent shall be made only after
         consultation with the Agent)."




                                    -17-
<PAGE>   18

         SECTION 2.41  Amendment to Section 7.1.4 of the Existing Credit
Agreement (Insurance).  Clause (d) of Section 7.1.4 of the Existing Credit
Agreement is hereby amended in its entirety by substituting the following
therefor:

                 "(d)  All proceeds of property insurance (including with
         respect to any casualty or other covered occurrence) in excess of
         $1,000,000 in the aggregate (so long as any such insurance proceeds
         are used by the Borrower for the repair, replacement or restoration of
         any properties covered by such insurance within 180 days of the
         receipt thereof), shall be delivered by the Borrower or such
         Subsidiary (and the Parent shall cause such Subsidiary to so deliver)
         to the Agent and shall constitute "Insurance Proceeds," to be applied
         as a mandatory prepayment of the Term Loans pursuant to clause (c) of
         Section 3.1.2.  Notwithstanding any provision to the contrary in this
         Agreement or any other Loan Document, the Agent in its sole discretion
         may, subject to the consent of the Required Lenders, permit the
         Borrower the use of such Insurance Proceeds to repair, restore or
         replace the property or asset which suffered the loss for which such
         proceeds are being paid."

         SECTION 2.42  Amendment to Article VII of the Existing Credit
Agreement.  A new Section 7.1.13 is hereby added in its correct numerical order
to Article VII of the Existing Credit Agreement to read as follows:

                 "SECTION 7.1.13.  Deposit and Pledge Agreements.  The Parent
         and the Borrower shall deliver to the Agent prior to June 15, 1997,
         with respect to all bank accounts maintained with any and all
         depository institutions (including, in the case of any new accounts
         opened by the Borrower after such date), a deposit and pledge
         agreement or a concentration account agreement, as the case may be
         (relating to such account) duly authorized and executed by the
         Borrower and such depository institution (it is understood and agreed
         that the Borrower will use its best efforts to secure the signature of
         each such depository institution prior to June 15, 1997), along with
         an appropriate opinion of counsel (if required by the Agent) as to
         such due authorization and execution by the Borrower, in form and
         substance reasonably satisfactory to the Agent and its counsel.  In
         addition, the Borrower shall not institute a new cash management system




                                    -18-
<PAGE>   19

         (including, without limitation, any replacement or material changes to
         the BofA Cash Management Agreement) without the prior written consent
         of the Agent."
        
         SECTION 2.43  Amendment to Section 7.2.2 of the Existing Credit
Agreement.  Section 7.2.2 of the Existing Credit Agreement is hereby amended in
its entirety by substituting the following therefor:

                 "SECTION 7.2.2.  Indebtedness.  The Borrower and the Parent
         will not, and will not permit any of their respective Subsidiaries to,
         create, incur, assume or suffer to exist or otherwise become or be
         liable in respect of any  Indebtedness, other than, without
         duplication, the following:

                 (a)  Indebtedness in respect of the Credit Extensions and
         other Obligations;

                 (b)  until the date of the initial Credit Extension on the
         Effective Date, Indebtedness identified in Item 7.2.2(b)
         ("Indebtedness to be Paid") of the Disclosure Schedule;

                 (c)  Indebtedness existing as of the Effective Date which is
         identified in Item 7.2.2(c) ("Ongoing Indebtedness") of the Disclosure
         Schedule;

                 (d)  Indebtedness (other than Indebtedness described in the
         immediately preceding clause (c)) in an aggregate principal amount not
         to exceed $2,000,000 at any time outstanding in respect of Capitalized
         Lease Liabilities to the extent permitted by Section 7.2.7;

                 (e)  unsecured Indebtedness incurred in the ordinary course of
         business (including open accounts extended by suppliers on normal
         trade terms in connection with purchases of goods and services, but
         excluding all Indebtedness incurred through the borrowing of money and
         all Contingent Liabilities);

                 (f)  Indebtedness in respect of Rate Protection Agreements
         with a Lender and entered into solely with respect to the Credit
         Extensions or, as to currency matters, 




                                    -19-
<PAGE>   20

         for protection in connection with the Borrower's ordinary course of
         business;
        
                 (g)  Indebtedness in an aggregate principal amount not to
         exceed $15,000,000 at any time outstanding in respect of the Petroleum
         Note;

                 (h)  Indebtedness of the Parent owing to the Borrower pursuant
         to the Parent Inter-Company Note; and

                 (i)  Obligations of the Parent under guarantees of any of its
         Subsidiaries' obligations to trade creditors in an aggregate amount
         outstanding not to exceed $10,000,000; provided that (i) each of such
         guaranties have an expressly stated limited amount and are for a term
         of no more than one year and (ii) the identity of the beneficiaries of
         such guaranties is provided in writing to the Agent;

         provided, however, that no Indebtedness pursuant to clause (d) may be
         incurred if, after giving effect to the incurrence thereof, any
         Default shall have occurred and be continuing."

         SECTION 2.44  Amendment to Section 7.2.4 of the Existing Credit
Agreement (Financial Condition).  Section 7.2.4 of the Existing Credit
Agreement is hereby amended (retroactive to December 29, 1996) in its entirety
by substituting the following therefor:

                 "(a)  the Interest Coverage Ratio, as of the last day of each
         calendar month of each Fiscal Year set forth below, to be less than
         the ratio set forth opposite such fiscal month of each Fiscal Year:

                                                            Minimum Interest
        Month/Fiscal Year                                   Coverage Ratio  
       -------------------                                  --------------  
          March, 1997                                         0.16:1.00
                                                            
          April, 1997                                         0.23:1.00
                                                            
          May, 1997                                           0.47:1.00
                                                            
          June, 1997                                          1.02:1.00




                                     -20-
<PAGE>   21

                                                            Minimum Interest
        Month/Fiscal Year                                   Coverage Ratio  
       -------------------                                  --------------  

          July, 1997                                          1.42:1.00
                                                              
          August, 1997                                        1.71:1.00
                                                              
          September, 1997                                     2.14:1.00
                                                              
          October, 1997                                       2.49:1.00
                                                              
          November, 1997                                      2.61:1.00
                                                              
          December, 1997                                      2.91:1.00
                                                              
          January, 1998                                       3.06:1.00
                                                              
          February, 1998                                      3.08:1.00
                                                              
          March through May, 1998                             3.19:1.00
                                                              
          June, 1998 and thereafter;                          3.35:1.00

                 (b)  the Fixed Charge Coverage Ratio, as of the last day of
          each fiscal month of each Fiscal Year set forth below, to be less than
          the ratio set forth opposite such fiscal month:

                                                              Fixed Charge      
          Month/Fiscal Year                                   Coverage Ratio
         -------------------                                  --------------

          March, 1997                                         0.10:1.00
                                                              
          April, 1997                                         0.14:1.00
                                                              
          May, 1997                                           0.25:1.00
                                                              
          June, 1997                                          0.53:1.00
                                                              
          July, 1997                                          0.71:1.00
                                                              
          August, 1997                                        0.83:1.00
                                                              
          September, 1997                                     1.02:1.00




                                     -21-
<PAGE>   22
                                                              Fixed Charge  
          Month/Fiscal Year                                   Coverage Ratio
         -------------------                                  --------------

          October, 1997                                       1.17:1.00
                                                              
          November, 1997                                      1.22:1.00
                                                              
          December, 1997                                      1.35:1.00
                                                              
          January, 1998                                       1.35:1.00
                                                              
          February, 1998                                      1.36:1.00
                                                              
          March through May, 1998                             1.40:1.00
                                                              
          June, 1998 and               
           thereafter;                                        2.05:1.00

                 (c)  Cumulative EBITDA, as of the last day of each fiscal
          month of each Fiscal Year set forth below, to be less than the amount
          set forth opposite such fiscal month:

          Month/Fiscal Year                                 Cumulative EBITDA
         -------------------                                -----------------
          March, 1997                                           $700,000
                                                              
          April, 1997                                          $1,100,000
                                                              
          May, 1997                                            $2,100,000
                                                              
          June, 1997                                           $4,700,000
                                                              
          July, 1997                                           $7,200,000
                                                              
          August, 1997                                         $9,600,000
                                                              
          September, 1997                                     $13,300,000
                                                              
          October, 1997                                       $16,800,000
                                                              
          November, 1997                                      $19,100,000




                                     -22-
<PAGE>   23
          Month/Fiscal Year                                 Cumulative EBITDA
         -------------------                                -----------------

          December, 1997                                      $23,000,000
                                                              
          January, 1998                                       $23,100,000
                                                              
          February, 1998                                      $23,200,000
                                                              
          March through May, 1998                             $23,700,000
                                                              
          June, 1998 and thereafter;                          $25,400,000

                 (d)  the SGA Margin, as of the last day of each Fiscal
          Quarter, to be greater than the percentage set forth below:

<TABLE>
<CAPTION>
                     Fiscal Quarter                                           SGA Margin
                     --------------                                           ----------
   <S>                                                                        <C>
    The first Fiscal Quarter of the 1997 Fiscal Year                          3.40:1.00

   The second Fiscal Quarter of the 1997 Fiscal Year                          3.20:1.00
    The third Fiscal Quarter of the 1997 Fiscal Year                          3.20:1:00

   The fourth Fiscal Quarter of the 1997 Fiscal Year                          3.00:1:00

    The first Fiscal Quarter of the 1998 Fiscal Year                          3.00:1:00
                    and thereafter."
</TABLE>

         SECTION 2.45  Amendment to Section 7.2.5 of the Existing Credit
Agreement (Investments).  Section 7.2.5 of the Existing Credit Agreement is
hereby amended by deleting clause (f) in its entirety and substituting the
following therefor:

                          "(f)    [Reserved];"

         SECTION 2.46  Amendment to Section 7.2.6 of the Existing Credit
Agreement (Restricted Payments).  Clause (b)(i) of Section 7.2.6 of the Existing
Credit Agreement is hereby amended by deleting the proviso thereof and
substituting the following therefor:




                                     -23-
<PAGE>   24

         "provided, however, that the Parent may, with respect to any shares of
         Series H Preferred Stock, declare and pay dividends thereon solely in
         the form of additional shares of Series H Preferred Stock, in
         accordance with the terms of such Series H Preferred Stock as in
         effect on the date of the Consent and Limited Waiver, dated as of
         January 27, 1997, among the Lenders signatories thereto, the Agent,
         the Parent and the Borrower."

         SECTION 2.47  Amendment to Section 7.2.7 of the Existing Credit
Agreement (Capital Expenditures).  Section 7.2.7 of the Existing Credit
Agreement is hereby amended in its entirety by substituting the following
therefor:

                 "SECTION 7.2.7.  Capital Expenditures, etc.  The Borrower and
         the Parent will not, and will not permit any of their respective
         Subsidiaries to, make or, without duplication, commit to make Capital
         Expenditures in any Fiscal Year, except

                          (a)  Cumulative Capital Expenditures (other than
                 Capitalized Lease Liabilities) of the Borrower and other
                 Subsidiaries of the Parent which do not aggregate in any
                 fiscal month of any Fiscal Year the amount set forth opposite
                 such fiscal month of such Fiscal Year listed below;

                 Month/Fiscal Year                        Cumulative Capital 
                 -----------------                        ------------------
                                                             Expenditures   
                                                             ------------   
                 March, 1997                                 $ 1,500,000
                                                             
                 April, 1997                                 $ 2,100,000
                                                             
                 May, 1997                                   $ 2,800,000

                 June, 1997                                  $ 3,600,000
                                                             
                 July, 1997                                  $ 4,500,000

                 August, 1997                                $ 5,300,000
                                                             
                 September, 1997                             $ 6,200,000
                                                             
                 October, 1997                               $ 7,000,000

                 November, 1997                              $ 7,700,000




                                     -24-
<PAGE>   25

                 Month/Fiscal Year                        Cumulative Capital
                 -----------------                        ------------------
                                                             Expenditures   
                                                             ------------   
                 [S]                                          [C]
                 December, 1997                               $8,500,000
                                                         
                 January, 1998 and                            $8,600,000
                 thereafter

         ; provided, however, that the Borrower may not carry-forward any
         unused Capital Expenditures to the next Fiscal Year; and

                          (b)  Capitalized Lease Liabilities which do not
                 aggregate in any Fiscal Year in excess of $500,000."

         SECTION 2.48  Amendment to Section 7.2.10 of the Existing Credit
Agreement (Consolidation, Merger, etc.).  Section 7.2.10 of the Existing Credit
Agreement is hereby amended in its entirety by substituting the following
therefor:

                 "SECTION 7.2.10.  Consolidation, Merger, etc.  Other than the
         consummation of the Merger, the Borrower and the Parent will not, and
         will not permit any of their respective Subsidiaries to, liquidate or
         dissolve, consolidate or amalgamate with, or merge into or with, any
         other Person, or purchase or otherwise acquire all or any substantial
         part of the assets or stock of any Person (or of any division
         thereof)."

         SECTION 2.49  Amendment to Section 7.2.11 of the Existing Credit
Agreement (Asset Dispositions, etc.).  Section 7.2.11 of the Existing Credit
Agreement is hereby amended in its entirety by substituting the following
therefor:

                 "SECTION 7.2.11.  Asset Dispositions, etc.  The Borrower and
         the Parent will not, and will not permit any of their respective
         Subsidiaries to, sell, transfer, lease, contribute or otherwise convey
         or dispose of, or grant options, warrants or other rights with respect
         to, all or any part of its assets (including accounts receivable and
         capital stock of Subsidiaries) to any Person, except

                          (a)  if such sale, transfer, lease, contribution or
                 conveyance is of Inventory in the ordinary course of its
                 business; or




                                     -25-
<PAGE>   26

                          (b)  if such assets are worn or obsolete and the net
                 book value of such assets, together with the net book value of
                 all other assets sold, transferred, leased, contributed or
                 conveyed by the Borrower, the Parent or any of their
                 respective Subsidiaries pursuant to this clause during the
                 Fiscal Year in which such assets are to be sold, transferred,
                 leased, contributed or conveyed, does not exceed $1,000,000 in
                 the aggregate."

         SECTION 2.50  Amendment to Section 7.2.13 of the Existing Credit
Agreement (Transactions with Affiliates).  Section 7.2.13 of the Existing Credit
Agreement is hereby amended in its entirety by substituting the following
therefor:

                 "SECTION 7.2.13.  Transactions with Affiliates.  The Borrower
         and the Parent will not, and will not permit any of their respective
         Subsidiaries to, enter into, or cause, suffer or permit to exist any
         arrangement or contract with, any of its other Affiliates unless such
         arrangement or contract is on fair and reasonable terms and is an
         arrangement or contract of the kind which would be entered into by a
         prudent Person in the position of the Borrower or such Subsidiary with
         a Person which is not one of its Affiliates."

         SECTION 2.51  Amendment to Section 7.2.19 of the Existing Credit
Agreement (Activities of Certain Subsidiaries of the Parent).  Section 7.2.19
of the Existing Credit Agreement is hereby amended in its entirety by
substituting the following therefor:

                 "SECTION 7.2.19  Activities of Certain Subsidiaries of the
         Parent.  Without limiting the effect of any provision contained in
         this Article VII, Petroleum of California will not engage in any
         business activity other than owning and operating gasoline stations in
         California and Arizona"

         SECTION 2.52  Amendment to Section 8.1.1 of the Existing Credit
Agreement (Non-Payment of Obligations).  Section 8.1.1 of the Existing Credit
Agreement is hereby amended by deleting the words "10 Business Days" appearing
in clause (c) of such Section and substituting therefor the words "5 Business
Days".




                                     -26-
<PAGE>   27

         SECTION 2.53  Amendment to Section 8.1.3 of the Existing Credit
Agreement (Non-Performance of Certain Covenants and Obligations).  Section
8.1.3 of the Existing Credit Agreement is hereby amended by adding the words ",
Section 7.1.13" immediately following the words "7.1.11".

         SECTION 2.54  Amendment to Section 10.8 of the Existing Credit
Agreement (Copies, Etc.).  Section 10.8 of the Existing Credit Agreement is
hereby amended by adding the following new sentence to the end of such
definition:

                 "The Borrower will simultaneously deliver copies to each
                 Lender of all communications being sent to the Agent."

         SECTION 2.55  Amendment to Section 11.15 of the Existing Credit
Agreement (Forum Selection and Consent to Jurisdiction).  The first sentence of
Section 11.15 of the Existing Credit Agreement is hereby amended by substituting
the following therefor:

         "TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY LITIGATION
         BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
         AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE
         OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
         AGENT, THE LENDERS, THE BORROWER OR THE PARENT MAY BE BROUGHT AND
         MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK; PROVIDED, HOWEVER,
         THAT ANY SUIT SEEKING ENFORCEMENT, INCLUDING, WITHOUT LIMITATION,
         AGAINST ANY COLLATERAL OR OTHER PROPERTY, MAY BE BROUGHT, AT THE
         AGENT'S OPTION, IN THE COURTS OF ANY OTHER JURISDICTION."

         SECTION 2.56  Amendment to Schedule III of the Existing Credit
Agreement (Capital Expenditure Levels II and III).  Schedule III of the
Existing Credit Agreement is hereby deleted in its entirety.

                                  ARTICLE III
                              CONDITIONS PRECEDENT

         SECTION 3.1  Conditions to Effectiveness of Article II.  The limited
waiver and amendments set forth in Article II shall become effective upon the
prior or concurrent satisfaction of 




                                     -27-
<PAGE>   28

each of the conditions precedent set forth in this Article III (the "Effective
Date").
        
         SECTION 3.2  Resolutions, etc.  The Agent shall have received from the
Parent, Petroleum and the Borrower and each other Obligor party to a Loan
Document, a certificate, dated the date of the initial Credit Extension, of its
Secretary or Assistant Secretary as to

                 (a)  resolutions of its Board of Directors then in full force
         and effect authorizing the execution, delivery and performance of this
         Amendment Agreement and each other Loan Document to be executed by it;
         and

                 (b)  the incumbency and signatures of the officers of the
         Parent, Petroleum and the Borrower and each such other Obligor
         authorized to act with respect to this Amendment Agreement and each
         other Loan Document as is to be executed by it,

upon which certificate each Lender may conclusively rely until it shall have
received a further certificate of the Secretary or Assistant Secretary of the
Parent, Petroleum and the Borrower each other Obligor canceling or amending
such prior certificate.

         SECTION 3.3  Amendment Fee. The Borrower shall have paid to the Agent,
for the pro rata account of each Lender in accordance with their respective
Commitment Amounts, a non-refundable amendment fee in the amount of .25%
multiplied by the aggregate amount of all outstanding Term Loans and Revolving
Loan Commitments on the Effective Date.

         SECTION 3.4  Stockholders' Acknowledgment and Confirmation.  The Agent
shall have received, with a copy for each Lender, a duly executed Stockholders'
Acknowledgment and Confirmation, dated as of the Effective Date, substantially
in the form of Exhibit B hereto, duly executed and delivered by each party
thereto, with respect to the Stockholders' Letter of Understanding
acknowledging the terms and conditions of this Amendment Agreement, and
agreeing that the terms and provisions thereof remain in full force and effect.

         SECTION 3.5  Affirmation and Acknowledgement.  The Agent shall have
received an Affirmation and Acknowledgement, dated as of the Effective Date,
substantially in the form of Exhibit A hereto, duly executed and delivered by
each Obligor that is a party to the Security Agreements and the Pledge
Agreements and 



                                     -28-

<PAGE>   29
each other Loan Document which was executed and delivered pursuant to the
Existing Credit Agreement.
        
         SECTION 3.6  Agent's Closing Fees, Expenses, etc.  The Agent shall
have received for its own account, and for the account of each Lender, as the
case may be, all fees, costs and expenses due and payable pursuant to Section
11.3 (including consulting and legal fees and expenses).

         SECTION 3.7  Opinion of Counsel.  The Agent and the Lenders shall have
received a legal opinion, dated the Effective Date, in form and substance
satisfactory to the Agent from Bracewell & Patterson, L.L.P, as to such matters
as the Agent may reasonably request.

         SECTION 3.8  Execution of Counterparts.  The Agent shall have received
counterparts of this Amendment Agreement duly executed by the Borrower, the
Parent, the Agent and the Lenders, and duly acknowledged by Petroleum, each of
which counterparts shall be deemed to be an original and all of which shall
constitute together but one and the same agreement.

         SECTION 3.9  Representations and Warranties.  The Agent shall have
received a certificate executed by the chief financial Authorized Officer of
each of the Parent and the Borrower certifying that the representations and
warranties set forth in Article VI of the Credit Agreement and in the other
Loan Documents are true and correct in all material respects as of the
Effective Date, and that no Default or Event of Default has occurred and is
continuing.

         SECTION 3.10  Satisfactory Legal Form.  All documents executed or
submitted pursuant hereto by or on behalf of the Borrower, the Parent or any
other Obligor shall be satisfactory in form and substance to the Agent and its
counsel; the Agent and its counsel shall have received all information, 
approvals, opinions, documents or instruments as the Agent or its counsel may 
reasonably request.




                                     -29-
<PAGE>   30

                                   ARTICLE IV
                   REPRESENTATIONS, WARRANTIES AND COVENANTS

         In order to induce the Lenders and the Agent to enter into this
Amendment Agreement, the Borrower and the Parent jointly and severally
represent and warrant unto the Agent, each Issuer and each Lender as set forth
in this Article IV.

         SECTION 4.1  Compliance With Warranties.  The representations and
warranties set forth in Article VI of the Credit Agreement and in each other
Loan Document delivered in connection herewith or therewith are true and
correct in all material respects with the same effect as if made on and as of
the Effective Date (unless stated to relate solely to an earlier date).

         SECTION 4.2  Due Authorization, Non-Contravention, etc.  The
execution, delivery and performance by each of the Borrower, Petroleum and the
Parent of this Amendment Agreement and each Loan Document to be executed by it
in connection with the terms and conditions hereof, have been duly authorized
by all necessary corporate action, and do not (i) contravene the Borrower's or
the Parent's Organic Documents, (ii) contravene or result in a default under
any contractual restriction, law or governmental regulation or court decree or
order binding on or affecting the Borrower or the Parent or (iii) result in, or
require the creation or imposition of, any Lien (except as contemplated in or
created by the Loan Documents).

         SECTION 4.3  Validity, etc.  This Amendment Agreement has been duly
executed and delivered and is, and each other Loan Document to be executed and
delivered by the Borrower, Petroleum or the Parent, as the case may be, will,
on the due execution and delivery thereof, constitute, the legal, valid and
binding obligations of the Borrower and the Parent, as the case may be,
enforceable in accordance with their respective terms; subject in each case to
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium
or similar law affecting creditors' rights generally, and subject to the effect
of general principles of equity (regardless of whether considered in a
proceeding in equity or at law).  Each of such Loan Documents which purports to
create a security interest creates a valid first priority security interest in
the Collateral subject thereto, subject only to Liens permitted by Section
7.2.3, securing the payment of the Obligations.

         SECTION 4.4  No Material Adverse Change.  There has been no event or
occurrence, nor has any fact or state of facts existed, 




                                     -30-
<PAGE>   31

which could reasonably be expected to have a material adverse change in the
financial condition, operations, assets, business, properties, revenues or
prospects of the Parent and its Subsidiaries or the Borrower and its
Subsidiaries, taken as a whole.
        
         SECTION 4.5  Compliance With Credit Agreement.  As of the execution
and delivery of this Amendment Agreement and as of the Effective Date, each of
the Borrower, the Parent and each other Obligor is in compliance with all the
terms and conditions of the Credit Agreement and the other Loan Documents to be
observed or performed by it, and no Default has occurred and is continuing.

                                   ARTICLE V
                            MISCELLANEOUS PROVISIONS

         SECTION 5.1  Ratification of Existing Credit Agreement.  The Existing
Credit Agreement, as expressly amended by the terms hereof, is hereby ratified,
approved and confirmed in each and every respect.  Except as specifically
amended herein, the Existing Credit Agreement shall continue in full force and
effect in accordance with the provisions thereof and except as expressly set
forth herein the provisions hereof shall not operate as a waiver of any right,
power or privilege of the Agent and the Lenders nor shall the entering into of
this Amendment Agreement preclude the Lenders from refusing to enter into any
further or future amendments.  This Amendment Agreement shall be deemed to be a
"Loan Document" for all purposes of the Credit Agreement and all other Loan
Documents.

         SECTION 5.2  Consent and Acknowledgment of Guarantors, etc.  By their
signatures below, each of the Parent and Petroleum, each in their capacity as a
guarantor and (where applicable) as a grantor of collateral security under a
Loan Document, hereby acknowledge, consent and agree to this Amendment
Agreement and hereby ratify and confirm their respective obligations under each
guaranty and Loan Document executed and delivered by it in all respects.

         SECTION 5.3  Existing Credit Agreement, References, etc.  All
references to the Existing Credit Agreement in any other document, instrument,
agreement or writing shall hereafter be deemed to refer to the Existing Credit
Agreement as modified hereby.  As used in the Existing Credit Agreement, the
terms "Agreement", "herein", "hereinafter", "hereunder", "hereto" and words of
similar import shall mean, from and after the applicable 




                                     -31-
<PAGE>   32

Effective Date, the Existing Credit Agreement as modified by this Amendment
Agreement.
        
         SECTION 5.4  Headings.  The various headings of this Amendment
Agreement are inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment Agreement or any provisions hereof.

         SECTION 5.5  Governing Law; Entire Agreement.  THIS AMENDMENT
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.  This Amendment Agreement constitutes the entire
understanding among the parties hereto with respect to the subject matter
hereof and supersedes any prior agreements, written or oral, with respect
thereto.  This Amendment Agreement and the provisions contained
herein may be modified only by an instrument in writing executed by the
Borrower, the Parent, the Agent and the Lenders.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.


                                        E-Z SERVE CONVENIENCE STORES, INC., 
                                           as the Borrower



                                        By: /s/ John T. Miller
                                           _________________________________
                                           Title: Sr. Vice President


                                        E-Z SERVE CORPORATION, as the
                                           Guarantor/Parent



                                        By: /s/ John T. Miller
                                           _________________________________
                                           Title: Sr. Vice President


                                        SOCIETE GENERALE, as the Agent



                                        By:_________________________________






                                     -32-
<PAGE>   33
                                        Title:




                                     -33-
<PAGE>   34
                                        LENDERS:


                                        SOCIETE GENERALE



                                        By:________________________________
                                           Title:


                                        BANK OF AMERICA TEXAS, N.A.



                                        By:_________________________________
                                           Title:


                                        BANK ONE, LOUISIANA, N.A.



                                        By:_________________________________
                                           Title:


                                        AMSOUTH BANK OF ALABAMA



                                        By:_________________________________
                                           Title:


                                        HELLER FINANCIAL, INC.



                                        By:__________________________________
                                           Title:


                                        THE FIRST NATIONAL BANK OF BOSTON




                                     -34-
<PAGE>   35

                                        By:__________________________________
                                           Title:




                                     -35-
<PAGE>   36

ACKNOWLEDGED, CONFIRMED
AND AGREED TO WITH RESPECT
TO SECTION 5.2:

E-Z SERVE PETROLEUM MARKETING, INC.



By:_______________________________
   Title:




                                     -36-