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Exhibit 10.27
                     SUPPLEMENT TO THE EMPLOYMENT AGREEMENT

         This Supplement to the Employment Agreement (the "Supplemental
Agreement") is effective on the date it is signed by both parties by and between
DAIRY MART CONVENIENCE STORES, INC., a Delaware corporation with its principal
offices at 300 Executive Parkway, West, Hudson, Ohio 44236 (the "Company") and
J. WAYNE COLLEY, with his residence located at 4837 Arbour Green Drive, Bath,
Ohio 44333 (the "Employee").

                                   WITNESSETH:
                                   -----------

         WHEREAS, pursuant to an Employment Agreement dated January 18, 2000,
(the "Employment Agreement"), which is attached hereto as Exhibit A, between
Company and Employee, Employee has been employed by Company as Executive Vice
President and Chief Operating Officer of the Company; and

         WHEREAS, in connection with discussions between the Employee and the
Company as evidenced by the letter executed on April 5, 2001 (the "Separation
Letter"), the parties have agreed to enter into an agreement to terminate
Employee's employment with the Company.

         NOW, THEREFORE, in consideration of the promises and the mutual
covenants and agreements hereinafter contained, the parties hereby agree as
follows:

                                     PURPOSE
                                     -------

         The purpose of this Supplemental Agreement is to amend and supplement
the terms of the Employment Agreement as a result of the parties agreeing to
terminate the Employee's employment with the Company as of March 30, 2001, as
evidenced by the Separation Letter. It is the intention of the parties that
Paragraphs 1-11 of this Supplemental Agreement shall replace in all material
aspects, Paragraphs 1-11 of the Employment Agreement, unless otherwise noted
below. All other provisions of the Employment Agreement remain intact, unless
otherwise noted below.

1. DEFINITIONS. The definitions in this Supplemental Agreement shall have the
     same meanings as set forth in the Employment Agreement.

2. EMPLOYMENT. The employment of the Employee by the Company is terminated
     effective March 30, 2001 (the "Date of Termination").

3. TERM. Notwithstanding Paragraph 3 of the Employment Agreement, the
     "Employment Term," as such term is defined in the Employment Agreement,
     shall end on the Date of Termination.

4. DUTIES. Employee is released from his duties under the Employment Agreement
     as of the Date of Termination. However, Employee shall have the continuing
     obligations provided in Paragraphs 13(a) and 13(b) of the Employment
     Agreement.


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5. SALARY. The Company is released from its obligation to pay the Employee his
     Base Salary pursuant to Paragraph 5 of the Employment Agreement as of the
     Date of Termination.

6. BONUS ARRANGEMENTS. Employee shall not be entitled to receive any bonus
     payments from the Company.

7. EXPENSES.Pursuant to the Employment Agreement, the Company agreed to
     reimburse Employee for reasonable and necessary travel, business,
     entertainment and other business expenses. The Company agrees to reimburse
     Employee for all reasonable and necessary travel, business, entertainment
     and other business expenses incurred or expended by him incident to the
     performance of his duties hereunder, prior to March 30, 2001, upon
     submission by the Employee to the Company of vouchers or expense statements
     (i) satisfactorily evidencing the occurrence of such expenses and (ii) that
     would enable the Company to deduct expenses from its income under
     applicable tax laws. Any submissions pursuant to this Paragraph must be
     made to the Company prior to May 15, 2001.

8. EMPLOYEE BENEFITS, VACATION.

     (a) Other than the group health benefits and the Company retirement plans,
         the Employee's participation, if any, in all other employee benefit
         plans, programs, policies and arrangements of the Company, including
         any disability or life insurance benefits, shall be deemed to have
         terminated as of March 30, 2001, and Employee shall not be entitled to
         accrue any other benefit.

     (b) The Company shall pay the Employee for any accrued but unused vacation,
         for a period of up to four (4) weeks.

     (c) Employee shall be entitled to any retirement benefits Employee has
         accrued ("accrued retirement benefits") up to March 30, 2001. Employee
         shall not be eligible to accrue any retirement benefits after March 30,
         2001.

9. Automobile. The Employee agrees to return the Company-leased vehicle, and any
     other property of the Company in his possession, no later than April 11,
     2001, or such date as may be mutually agreed between the Company and the
     Employee.

10. PERMANENT DISABILITY. The Employee's ability to receive any Company provided
         permanent disability benefits shall be deemed to have terminated on
         March 30, 2001.

11. DEATH. The Employee's ability to receive any Company provided death benefits
     shall be deemed to have terminated on March 30, 2001.

12. TERMINATION.

     (a) Notwithstanding the terms of Paragraphs 12(b)(i) and (ii) of the
         Employment Agreement, the Company's sole Base Salary payment obligation
         shall be to pay the Employee, as severance pay and in consideration of
         the Employee's continued obligations provided for in Paragraph 13(a)
         and 13(b) of the Employment Agreement, his


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          regular bi-weekly pay from the Date of Termination through either the
          closing of the Company's pending sale/merger, or July 28, 2001,
          whichever comes first. Within five (5) business days of the end of the
          bi-weekly payments, the Employee will receive a lump sum equal to the
          difference between one (1) year of Base Salary, as that term is
          defined under the Employment Agreement, and the sum of the bi-weekly
          payments that have already been paid to the Employee, pursuant to this
          Paragraph 12(a).

     (b) Notwithstanding Paragraph 12(b)(vi) of the Employment Agreement, the
          Company agrees to provide Employee and his eligible dependents with
          the health, medical, dental and hospitalization plans maintained by
          the Company in which the Employee and his dependents currently
          participate, as the same may be modified from time to time, for a
          period of one (1) year from the Date of Termination, March 30, 2001,
          until March 30, 2002. The Consolidated Omnibus Budget Reconciliation
          Act of 1985, as amended ("COBRA") period shall begin March 30, 2001.
          After March 30, 2002, the Employee and his eligible dependents shall
          be entitled to continue the health, medical, dental and
          hospitalization plans at their own expense for the remaining portion
          of such COBRA eligibility period.

13. DEDUCTIONS AND WITHHOLDING. The Employee agrees that the Company shall
     withhold from any and all payments to be made to the Employee pursuant to
     this Supplemental Agreement, all federal, state, local and/or other taxes,
     which the Company determines are required to be withheld in accordance with
     applicable statutes and/or regulations from time to time in effect.

14. RELEASE OF COMPANY. As consideration for the covenants, payments and
     benefits contained herein, Employee, for himself and his heirs, agents,
     representatives, successors and assigns, hereby irrevocably and
     unconditionally releases, remits, acquits, and discharges Company, its
     officers, directors, shareholders, agents, employees, affiliates, related
     companies or entities, successors and assigns (separately and collectively
     "Releasees"), jointly and individually, from any and all claims,
     obligations, demands, liabilities, damages and causes of action of any
     nature or kind whatsoever, known or unknown, which Employee has or may have
     against Releasees, including, but not limited to, those based upon,
     relating to, or arising from the creation, existence or termination of the
     "employer/employee" relationship, and does hereby covenant not to file a
     lawsuit to assert such claims. This includes, but is not limited to, any
     and all claims or liabilities arising under or out of any federal, state or
     local law, rule or regulation, whether those claims are past or present,
     whether they arise from equity, common law, tort or statute, such as ERISA,
     and whether they arise from labor laws or discrimination laws, such as the
     Age Discrimination in Employment Act of 1967, as amended by the Older
     Workers Benefit Protection Act of 1974, Title VII of the Civil Rights Act
     of 1964, as amended, the Americans with Disabilities Act of 1990, or any
     other federal, state or local law, rule or regulation dealing with
     employment discrimination on any basis. This release also applies to any
     claim, whether or not based on any contract, express or implied, oral or in
     writing, to continued employment with Company. Further, this release
     applies to claims for any relief, no matter how called, including but not
     limited to wages, backpay, frontpay, compensatory damages, punitive damages
     or damages for pain or suffering.


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     Employee further agrees that he will neither seek nor accept any further
     benefit or consideration from any source whatsoever in respect to any
     claims which Employee has asserted or could have asserted against Company.
     Employee has twenty-one (21) days from the date Employee receives this
     Supplemental Agreement to sign and return an executed copy of the
     Supplemental Agreement. If Employee decides to sign this Supplemental
     Agreement, Employee will then have a period of seven (7) calendar days
     following signing to decide whether or not to change his mind and revoke or
     cancel the Agreement. Employee may revoke or cancel this Supplemental
     Agreement only by giving formal, written notice of revocation to Alice
     Guiney, Vice President, Human Resources, Dairy Mart Convenience Stores,
     Inc., 300 Executive Parkway West, Hudson, Ohio 44236. For this notice of
     revocation to be effective, it must be delivered to Alice Guiney or to
     someone authorized to receive documents for her, at the above address, by
     no later than the close of business on the eighth (8th) day following the
     date Employee signed the Supplemental Agreement. If notice that Employee
     has so revoked is not received by Alice Guiney, or someone authorized to
     receive documents for her, by the close of business on the eighth (8th) day
     following the date Employee signed the Supplemental Agreement, then the
     ninth (9th) day after Employee's signing shall become the effective date of
     this Agreement. On that date, the rights of both Company and Employee would
     then become fully enforceable. Employee acknowledges that: (a) Employee has
     had ample time to review all provisions of this Supplemental Agreement and
     fully understands what its provisions mean, (b) Employee has been
     encouraged by Dairy Mart to review this Supplemental Agreement with his
     legal counsel and other advisors, and has had ample time to do this, and
     (c) Employee is entering into this Supplemental Agreement of Employee's own
     free will and choice, without being pressured, forced or coerced into
     signing; Employee is of sound mind; and there is no reason why Employee
     would be unable to make a knowing and voluntary decision to agree to this
     Supplemental Agreement.

15. RELEASE OF EMPLOYEE. As consideration for the covenants contained herein,
     the Company, its officers, directors, shareholders, agents, employees,
     affiliates, related companies or entities, successors and assigns
     (separately and collectively "Releasors") hereby irrevocably and
     unconditionally release, remit, acquit, and discharge the Employee from any
     and all claims, obligations, demands, liabilities, damages and causes of
     action of any nature or kind, whatsoever, known or unknown, which Releasors
     have or may have against Employee, including but not limited to, those
     based upon, relating to, or arising from the creation, existence or
     termination of the "employer/employee" relationship, and do hereby covenant
     not to file lawsuit to assert such claims. This includes, but is not
     limited to, any and all claims or liabilities arising under or out of any
     federal, state or local law, rule or regulation, whether those claims are
     past or present, whether they arise from equity, common law, tort or
     statute. Further, this release applies to claims for any relief, no matter
     how called, including but not limited to, compensatory damages or punitive
     damages. Releasors further agree that they will neither seek nor accept any
     further benefit or consideration from any source whatsoever in respect to
     any claims which Releasors have asserted or could have asserted against
     Employee.

16. NO ADMISSION OF LIABILITY OR WRONGDOING. Employee hereby agrees that the
     execution of this Supplemental Agreement does not in any way admit
     liability or wrongdoing by any party.

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17. NO WAIVER OF PROSPECTIVE CLAIMS. Employee acknowledges and agrees that this
     Supplemental Agreement does not waive any claims he or the Company may have
     which arise after the date this Supplemental Agreement is signed.

18. NO RELIANCE. Employee acknowledges and agrees that he has not relied on any
     representations, promises or agreements of any kind made to him in
     connection with his decision to sign this Supplemental Agreement, except
     for those set forth in this Supplemental Agreement and the documents
     attached hereto.

19. OTHER BENEFITS. Employee understands that this Supplemental Agreement in no
     way affects any rights he may otherwise have for benefits under the
     retirement plans, or any other applicable retirement plan of Company, or
     with respect to workers' compensation benefits or unemployment compensation
     entitlements under applicable local law.

20. CONFIDENTIALITY. The parties hereto agree that the terms and conditions of
     this Supplemental Agreement are confidential and shall not be disclosed to
     any person other than those who must perform tasks to effectuate this
     Supplemental Agreement.

21. LEGALLY BINDING. The parties hereto intend this Supplemental Agreement to be
     legally binding upon and inure to the benefit of each of them and their
     respective successors and assigns.

22. GOVERNING LAW. This Supplemental Agreement shall be governed by and
     interpreted under the laws of the State of Ohio without giving effect to
     the conflict of laws provisions thereof.

23. SEVERABILITY. The parties agree that the invalidity or unenforceability of
     any provision of this Supplemental Agreement shall not affect the validity
     or enforceability of any other provision of this Supplemental Agreement,
     which shall remain in full force and effect. Consequently, if a final
     judgment of a court of competent jurisdiction declares that any term or
     provision hereof is invalid or unenforceable, the parties agree that the
     court making such determination shall have the power to reduce the scope,
     duration, or area of the term or provision, to delete specific words or
     phrases, or to replace any invalid or unenforceable terms or provision with
     a term or provision that is valid and enforceable and that comes closest to
     expressing the intention of the invalid or unenforceable term or provision,
     and that the failure to exercise such power would be inconsistent with the
     specific and mutual intent of the parties hereto.

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         IN WITNESS WHEREOF, the parties have executed this Supplemental

Agreement in duplicate at ____________________, _____________________, this ____

day of _________________, 2001.

         PLEASE READ THIS DOCUMENT CAREFULLY. IT IS A LEGAL DOCUMENT. IT
       INCLUDES AN AGREEMENT BY EMPLOYEE TO GIVE UP ALL KNOWN AND UNKNOWN
       CLAIMS AGAINST DAIRY MART CONVENIENCE STORES, INC., ITS SUCCESSORS,
     SUBSIDIARIES AND AFFILIATES (AND ALL EMPLOYEES, AGENTS AND OFFICERS OF
     SUCH ENTITIES). REFER TO PARAGRAPHS ABOVE FOR THE TIME LIMITS WHICH YOU
          ARE AFFORDED 1N CONNECTION WITH YOUR DECISION IN THIS MATTER.

EMPLOYEE                                    DAIRY MART CONVENIENCE STORES, INC.



/s/ Wayne Colley                            By:/s/ Alice Guiney
------------------------------------           ---------------------------------
J. WAYNE COLLEY
                                            Its:V.P. Human Resources
                                            ------------------------------------


April 20, 2001                              April 20, 2001
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Date                                        Date


Witness:                                    Witness:


/s/ Terry Frame                             /s/ Michael Ewald
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