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                                                                   EXHIBIT 10.12

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


              AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT dated as of May 26, 2000,
by and among TA Operating Corporation, a Delaware corporation (the "Company"),
TravelCenters of America, Inc., a Delaware corporation ("Holdings"), and Timothy
L. Doane (the "Employee").

              WHEREAS, the Company, Holdings and the Employee are parties to an
Employment Agreement dated as of January 1, 2000 (the "Employment Agreement");
and

              WHEREAS, in light of the proposed merger between Holdings and TCA
Acquisition Corporation and to ensure the success of such transaction, the
parties to the Employment Agreement desire to modify such Employment Agreement
as hereinafter set forth.

              NOW, THEREFORE, in consideration of the parties' mutual desire to
modify the Employment Agreement and the mutual covenants herein contained, the
parties agree as follows effective May 26, 2000:

              1.     Section 3.2 of the Employment Agreement shall be amended by
the addition of the following at the end thereof:

              "Notwithstanding any provision of this Section 3.2 to the
contrary, the Employee shall be deemed to have fully satisfied his individual
MBO target for the Fiscal Year ending December 31, 2000, if a Change of Control
shall occur on or before December 31, 2000."

              2.     Section 9 to the Employment Agreement shall be deleted in
its entirety, and the following Section 9 shall be substituted therefor:


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              "9.    Senior Management Incentive Program.  The Employee shall be
a participant in the Company's Senior Management Incentive Program. Under the
Program, the Employee may become entitled to an Incentive Bonus as hereinafter
described:

                     9.1    Incentive Bonus.  In the event of a Change of
Control on or before December 31, 2000, the Employee shall receive as an
Incentive Bonus a single sum cash payment at the closing of the Change of
Control transaction in an amount equal to twice the sum of one year's Base
Salary at the annual rate in effect on the date of the Change of Control plus
the Employee's Target Bonus for the Fiscal Year ending December 31, 2000;
provided, however, that upon the occurrence of a Change of Control, the Employee
shall have no right to an Incentive Bonus for any subsequent Change of Control
transaction."

              3.     The remaining terms and provisions of the Employment
Agreement shall not be modified hereby and shall remain in full force and
effect.



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              IN WITNESS WHEREOF, the parties have executed this Amendment No. 1
to Employment Agreement as of the date first above written.

                                  TRAVELCENTERS OF AMERICA, INC.

                                  ("Holdings")

                                  By: /s/ Rolf H. Towe
                                      --------------------------------------
                                  Name: Rolf H. Towe
                                        ------------------------------------

                                  Title: Chairman, Compensation Committee of
                                         the Board
                                         -----------------------------------

                                  TA OPERATING CORPORATION

                                  ("Company")

                                  By: /s/ Rolf H. Towe
                                      --------------------------------------
                                  Name: Rolf H. Towe
                                        ------------------------------------

                                  Title: Chairman, Compensation Committee of
                                         the Board
                                         -----------------------------------

                                         /s/ Timothy L. Doane
                                         -----------------------------------

                                                  Timothy L. Doane

                                                  ("Employee")


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