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                                                                   Exhibit 10.21
                                                          Facility Number: 82061

                 ADDENDUM TO CONTRACT DEALER GASOLINE AGREEMENT
                    (PAYPOINT NETWORK NON-LESSEE RETAILER)*

     This ADDENDUM, effective _____________ ("Effective Date") is attached to
     incorporated in and made a part of the Contract Dealer Gasoline Agreement,
     dated Sept. 2, 1999, by and between ARCO Products Company, a division of
           -------------
     Atlantic Richfield Company ("Franchisor") and LLO-Gas, Inc. ("Franchisee"),
     the operator of an ARCO location located at 4100 California Ave.,
     Bakersfield, California 93309 ("Facility").

1.   Agreement
     ---------
     Franchisor shall provide PayPoint(R) Network Service ("PayPoint Network")
     to Franchisee.  Franchisee shall perform as provided herein.

2.   Definitions
     -----------
     (a)  The term "PayPoint Network" shall mean those services more fully
     described in Paragraph 3 below.

     (b)  The term "Approval" shall mean that, for a Transaction entered into
     the PayPoint Network, Financial Institution or the PayPoint Network has
     caused a response to be transmitted to Franchisee through the PayPoint
     Network which indicates that the Transaction is approved or, for
     preauthorized transactions, e.g., gasoline purchases, that certain products
                                 ----
     or services may be purchased or performed, e.g. that gasoline may be
                                                ----
     pumped.

     (c)  The term "Denial" shall mean that Financial Institution has caused a
     response to a Transaction to be transmitted through the PayPoint Network
     which indicates that the Transaction is not approved.

     (d)  The term "Working Day" shall mean any day except Saturdays, Sundays
     and any other days on which financial institutions are regularly closed.

     (e)  The term "access card" shall mean an access card issued, directly or
     indirectly, by a participating Financial.  Institution to a Cardholder of
     such Financial Institution. An access card shall have the name of the
     Cardholder encoded and/or embossed thereon and/or a name, number or code
     which identifies such access card as being issued by a Financial
     Institution.

     (f)  The term "Cardholder" shall mean a natural person or entity doing
     banking business with a participating Financial Institution and to whom
     such Financial


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     Institution has issued or proposes to issue an access card. The term
     "Cardholder" includes a natural person or entity purporting to be such
     Cardholder.

     (g)  The term "Transaction" shall mean each use of an access card by a
     Cardholder for the purpose of paying for a purchase of a product or service
     or receiving cash or a refund from Franchisee through use of the PayPoint
     Network to which a participating Financial Institution responds with an
     approval or denial code.

     (h)  The term "deposit account" shall mean the checking, savings and/or
     other account of Cardholder at a participating Financial Institution that
     is accessible via an access card.

     (i)  The term "PayPoint Account(s)" shall mean the accounts at
     participating Financial Institutions or participating networks to which
     funds from Cardholders' deposit accounts shall be transferred.  These funds
     so transferred shall be used to credit Retailer's Accounts.

     (j)  The term "Retailer's Account" shall mean the account maintained by
     Franchisee at a financial institution that is a member of the Cal-Western
     Automated Clearing House Association or the National Automated Clearing
     House Association and named by Franchisee on Exhibit C, attached hereto,
     incorporated herein and made a part hereof, as the account into which
     deposits resulting from Cardholder Transactions at Franchisee's location
     are made.

     (k)  The term "POS Terminal," "POS System," or "POS Equipment" shall mean
     the point-of-sale devices) or system used by Franchisee, which must meet
     the communications protocol and criteria of the PayPoint Network.

     (l)  The term "Settlement Day" shall mean any day excluding weekends and
     the following holidays: New Year's Day, President's Day, Memorial Day,
     Independence Day, Labor Day, Thanksgiving Day and Christmas Day as well as
     any other days on which the Settlement Banks) are closed.

     (m)  The term "participating Financial Institution," "Financial
     Institution," or "Network" shall mean the financial institutions, networks
     or Members or Affiliates of participating networks which execute agreements
     with Franchisor to participate in or provide services through the PayPoint
     Network.

3.   PayPoint Network Description
     ----------------------------
     The PayPoint Network shall enable Cardholders to receive cash or to pay for
     purchases of products and services by means other than cash, money order or
     check.  Each Cardholder shall use an access card to initiate a Transaction.
     Franchisee shall promptly honor all valid access cards when presented by
     Cardholders and shall treat Cardholders from all participating Financial
     Institutions
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     equally.  Franchisee shall use a POS Terminal and may also use
     one or more Island Card Reader devices ("ICR Device") that are in
     communication with the PayPoint Network computer facility(ies).

     When the Cardholder's access card is inserted in the POS Terminal or ICR
     Device, information encoded on the magnetic stripe on the reverse of the
     access card shall be read by a magnetic stripe reader.  The Cardholder
     shall enter his or her Personal Identification Number ("PIN") on a key pad.
     The encoded information, the encrypted PIN, the purchase amount or
     preauthorization request, and such other data regarding the Transaction as
     Franchisor may reasonably require, shall be transmitted from the POS
     Equipment to the Pay Point Network computer facility(ies) and from the
     PayPoint Network computer facility(ies) to a participating Financial
     Institution.  Financial Institution shall respond with either an approval
     or denial for the requested Transaction.

     With certain types of POS equipment, certain purchases, e.g. gasoline, may
                                                             ----
     be preauthorized by the participating Financial Institution before any
     product or service is purchased or performed; the actual purchase amount
     shall be transmitted to the

     Financial Institution after the Cardholder has obtained such product or
     service.  It is understood and agreed that the actual purchase amount shall
     be no more than the amount preauthorized.

     The final purchase amount shall subsequently be debited form the
     Cardholder's deposit account and credited to the Retailer's Account via the
     PayPoint Account(s). Franchisee shall not permit anyone to complete a
     .Transaction unless Franchisee has received approval through the PayPoint
     Network.

4.   Rent
     ----
     Commencing on the Effective Date, if this is a subsequent PayPoint
     Agreement between Franchisee and Franchisor, or the Commencement Date, as
     defined below, if this is the initial PayPoint Agreement between Franchisee
     and Franchisor or, where applicable, the first day of the thirteenth month
     following the Commencement Date, Franchisee shall pay to Franchisor, for
     participation in the PayPoint Network, transaction fees in the amount set
     forth on Exhibit A, which is incorporated herein, made a part hereof and
     attached hereto.  Such fees shall be due and payable to Franchisor on or
     before the tenth day of the month following the month in which such fees
     were incurred during the term of this Addendum. Provided, however, that if
     Franchisee installs and ICR device at the Facility prior to the
     Commencement Date and operates it thereafter, Franchisee shall pay no fees
     for participation in the PayPoint Network for the first twelve months
     following the Commencement Date and 50% of the applicable fees for the
     balance of the term of this Agreement.  The term "Commencement Date" shall
     mean the date on which


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     the first "live" Transaction, that is, a Transaction involving a Cardholder
     at the Facility, is provided to Franchisee through the PayPoint Network.

     Commencing on the Effective Date, if this is a subsequent PayPoint
     Agreement between Franchisee and Franchisor or, if this is the initial
     PayPoint Agreement between Franchisee and Franchisor, on the Commencement
     Date, and thereafter on or before the first day of each month during the
     term of this Addendum, Franchisee shall also pay Franchisor telephone line
     charges set forth on Exhibit A. It is understood that if Franchisee's
     product agreements) with Franchisor expires within the first twelve months
     following the Commencement Date and Franchisee and Franchisor execute a new
     Addendum to Contract Dealer Gasoline Agreement (PayPoint Network Non-Lessee
     ARCO Retailer) and Franchisee has installed and is operating an ICR Device
     and is therefore eligible for the waiver of transaction fees as set forth
     above, Franchisee shall pay no transaction fees for participation in the
     PayPoint Network for the number of months remaining of the original twelve
     month waiver period following the original Commencement Date referred to in
     this Addendum.

     If Franchisor terminates this Addendum at any time during the term of this
     Addendum for cause or because Franchisee has been designated a Special
     Retailer as described in Paragraph 14, or if Franchisee elects to terminate
     this Addendum at the end of the thirteenth month following the Commencement
     Date, as provided below for Franchisees on their initial PayPoint
     agreement, Franchisee shall pay Franchisor as set forth on Exhibit D,
     attached hereto, incorporated herein and made a part hereof, for
     disconnection and removal of telephone lines. Franchisee agrees to pay
     promptly when due and to hold Franchisor harmless from all fees, and sales,
     use, rental, gross receipts, inventory, excise, income and any other taxes
     (including interest, penalties, and additions to tax) imposed by any
     federal, state or local governmental authority upon Franchisee or
     Franchisor (except those taxes based upon or measured by the net income of
     Franchisor) in connection with any payments made pursuant to this Addendum.
     Franchisee agrees to pay promptly when due and to hold Franchisor harmless
     from all sales or use taxes and other similar taxes (including interest,
     penalties and additions to tax) imposed upon or with respect to charges or
     the use of any loaned property. Franchisee shall furnish to Franchisor,
     promptly upon request, any documentation, which in Franchisor's discretion
     is required to evidence the payment of any tax, including, but not limited
     to, official receipts of the appropriate taxing authorities, copies of tax
     returns and canceled checks.

     If this is the initial PayPoint agreement between Franchisee and
     Franchisor, on the first day of the thirteenth month following the
     Commencement Date, Franchisee shall have the option, upon giving Franchisor
     at least 30 days prior written notice, to terminate this Addendum; to
     downgrade the number of PayPoint Electronic Cashiers (Island CardReaders),
     if applicable; to downgrade to the Paypoint Cashier


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     only (ARCOmatic terminal), if applicable; or the downgrade to the PayPoint
     Authorization Terminal (low end terminal device). Any downgrading of
     equipment is at Franchisee's sole cost and expense.

5.   Security
     --------
     Franchisee shall require each Cardholder to enter his or her PIN on the POS
     Equipment at the Facility in order to initiate a Transaction, except to
     complete Preauthorized Transactions.  All Cardholder PINs transmitted to
     Franchisor must be encrypted at the POS Terminal or ICR Device where the
     PIN is entered and must remain encrypted from such point of entry
     throughout the PayPoint Network. After completion of the Transaction, no
     PINS shall be retained by Franchisee. Franchisee agrees to take all
     precautions Franchisor may reasonably require to ensure security of data
     transmitted between the Franchisee location and participating Financial
     Institutions and in no event shall Franchisee permit PINS to be transmitted
     "in the clear."

6.   Transaction Approval or Denial
     ------------------------------
     It is understood that participating Financial Institutions have sole
     discretion to give approval or denial to Transactions requested by
     Franchisee and a Cardholder. Franchisee agrees to draw no positive or
     negative inference about a Cardholder from a participating Financial
     Institution's approval or denial.

7.   Access to Franchisee Location; Promotion and Evaluation of PayPoint Network
     ---------------------------------------------------------------------------
     Franchisee agrees to provide reasonable access to the Franchisee location
     to Franchisor's employees, agents and contractors and, if accompanied by
     Franchisor's employees, agents or contractors, to participating Financial
     Institutions. Franchisee acknowledges that Franchisor and participating
     Financial Institutions, shall require access to install and test the
     PayPoint Network Service and equipment, to demonstrate PayPoint Network
     Services to Cardholders, to study Cardholder use of the PayPoint Network
     and to ensure Franchisee's compliance with this Addendum.

     To the extent permitted by law, Franchisee agrees to place, at the
     Franchisee location, promotional and other materials provided by
     Franchisor.  Franchisee agrees further to cooperate with Franchisor in it
     efforts to promote and evaluate the PayPoint Network.

8.   Interruption of Service
     -----------------------
     Franchisor and Franchisee shall cooperate to resolve any system malfunction
     or problem that interrupts normal operation of the PayPoint Network.
     Franchisor shall provide instructions and procedures for the handling of
     Transactions that are initiated when communications between Franchisor, the
     participating Financial Institutions and the Franchisee location are
     interrupted.  Franchisee shall
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     immediately notify Franchisor's Maintenance Department if there is an
     interruption of the PayPoint Network.

9.   Cardholder Refund or Reversal/Void Transactions
     -----------------------------------------------
     Cardholder refund transactions shall not be processed electronically, but
     shall be processed by refunding cash or otherwise reimbursing the
     Cardholders.  Receipts shall be made available to Cardholders in accordance
     with Paragraph 10 of this Addendum for all such Transactions.

10.  Receipts
     --------
     For each Transaction approved through the PayPoint Network, Franchisee
     shall make a receipt available to the Cardholder.  The receipt shall
     contain all information required by Federal Reserve Board Regulation E or
     other applicable laws and regulations.  Receipts shall include the
     following information: Cardholder's access card number, name and location
     of the Facility, date, time, amount of Transaction, type of Transaction
     (payment), type of account to or from which funds are transferred (unless
     only one type of account may be accessed), Franchisor assigned transaction
     or trace number and/or Financial Institution assigned reference number if
     the Transaction has been transmitted to Financial Institution, and, if
     applicable, any Transaction Fee.

     Franchisee understands and agrees that portions of this Addendum are for
     the benefit of participating Financial Institutions and therefore, if
     Franchisee breaches some of the terms and conditions of this Addendum,
     including but not limited to:

     (a)  breaches of the Receipt provisions of this Paragraph 10;

     (b)  breaches of the Cardholder Dispute provisions of Paragraph 11 of this
     Addendum;

     (c)  initiation or attempt to initiate by Franchisee or its agents or
     employees unauthorized transactions;

     (d)  uses of any participating Financial Institution's name or marks or
     references to any participating Financial Institution in any advertising,
     point of purchase material, news release or trade publication without
     Franchisor's prior written consent or the sublicense or attempt to
     sublicense Franchisee's right to use such name or marks after receiving
     such consent;

     (e)  failure to display, to the extent permitted by law, promotional and
     other materials as required by Paragraph 7 of this Addendum or failure to
     cease using and return any such materials should any participating
     Financial Institution withdraw from PayPoint Network participation:
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     (f)  drawing a positive or negative inference about a Cardholder from a
     participating Financial Institution's approval or denial in breach of the
     provisions of Paragraph 6 of this Addendum;

     (h)  failure to follow the PayPoint Network procedures set forth in
     Paragraph 3 of this Addendum;

     (i)  breaches of the Confidentiality/Non-Disclosure provisions of Paragraph
     16 of this Addendum;

     (j)  breaches of the Security provisions of Paragraph 5 of this Addendum;
     or

     (k)  breaches of the indemnification provisions of Paragraph 15 of this
     Addendum.

     Franchisor or participating Financial institution(s) shall have the right
     to name Franchisee a "Special Retailer" and to recover from Franchisee for
     the amount of all claims, liability, losses and expenses, notwithstanding
     any limits contained in Paragraph 15 of this Addendum, and (including,
     without limitation, attorneys fees) asserted against or incurred by
     Franchisor or such Financial Institutions) as a result of such breach.
     Such right to recover an the part of Franchisor or participating Financial
     Institutions shall include the right to debit the Franchisee's Trade
     Statement or electronically debit Retailer's Account, if Franchisee has not
     forwarded such amount to Franchisor within a period of time specified in a
     notice to the Franchisee.  Such third party beneficiary rights shall be
     enforceable against Franchisee despite any defenses Franchisee may have
     against Franchisor.

     Furthermore, Franchisee understands and agrees that a breach of this
     Addendum may be grounds for termination/non-renewal of the Contract Dealer
     Gasoline Agreement.

11.  Resolution of Disputes
     ----------------------

     (a)  Cardholder Disputes
          -------------------
     Franchisee acknowledges that participating Financial Institutions are
     required by Federal law to resolve errors asserted by Cardholders, and to
     provide documentation requested by Cardholders, within certain time limits.
     Franchisee agrees to cooperate with Franchisor and participating Financial
     Institutions to resolve Cardholder disputes or inquiries about PayPoint
     Network Transactions.  To facilitate resolution of Cardholder disputes,
     Franchisee shall retain, for a period of at least one hundred eighty (180)
     days, copies of receipts issued to Cardholders pursuant to Paragraph 10 of
     this Addendum, or reports from which Transaction information can be
     retrieved.  In response to an oral request by Franchisor or a participating
     Financial Institution, to be confirmed in writing, Franchisee shall, within
     three (3) Working Days of the oral request, send documentation to
     Franchisor or to
<PAGE>

     such Financial Institution, as instructed by Franchisor, showing requested
     receipt information for any Transaction that occurred within the previous
     one hundred eighty (180) days. If Franchisee fails to provide the requested
     information within three (3) Working Days, Franchisor shall, at the request
     of the participating Financial Institution, debit Franchisee's Trade
     Statement or electronically debit the Retailer's Account, for the amount
     disputed by the Cardholder and credit, through the participating Financial
     Institution, the Cardholder's deposit account for the amount disputed. The
     obligations of this Paragraph 11 shall survive termination of this
     Addendum. Detailed procedures for customer dispute resolutions are
     incorporated herein, made a part hereof and attached hereto as Exhibit B.

     (b)  Franchisee Disputes
          -------------------
     Franchisee agrees to review all Franchisee Account Statements and
     Management Reports (including journal tapes, daily sales reports and
     Management Report Printer tapes) and, within 60 days of a Transaction, to
     notify the PayPoint Network computer facility(ies) by telephone, to be
     confirmed immediately in writing, of any errors, discrepancies or disputes
     that Franchisee has concerning such Transaction. Neither Franchisor nor
     participating Financial Institutions shall be liable for errors,
     discrepancies or disputes of which Franchisee fails to notify Franchisor
     within such 60 day period.  If the resolution of the error, discrepancy or
     dispute by Franchisor or a participating Financial Institution involves a
     credit to Franchisee, Franchisor shall pay Franchisee such credit by check.

     (c)  Disputes Over-Merchandise or Service
          ------------------------------------
     Franchisee shall handle all disputes over quality of merchandise or
     services purchased from Franchisee by Cardholders directly with Cardholders
     and shall indemnify and hold Franchisor and participating Financial
     Institutions harmless from any claim, action, damage or expense, including
     strict liability in tort, arising out of such disputes or the sale of goods
     or services by Franchisee; provided, however, to the extent Franchisee's
     petroleum or non-petroleum franchise agreements, if any, are contrary to
     this provision as to Franchisor, such petroleum or non-petroleum franchise
     agreement shall be controlling as to Franchisor.

12.  Transaction Error Resolution
     ----------------------------
     In certain unusual circumstances, Retailer's Account may be erroneously
     credited with an amount for a Transaction that did not occur at the
     Franchisee location or with a duplicate of an amount of a Transaction or
     fees for which Retailer's Account was previously credited.  In such
     circumstances, Franchisee shall, within three (3) Working Days of receipt
     of an oral request, provide Franchisor with the amount of such erroneously
     credited or duplicate amount.  If Franchisee fails to provide Franchisor
     with such amount, Franchisee agrees that Franchisor shall have the right to
     debit Franchisee's Trade Statement or electronically debit Retailer's
     Account for the amount of such erroneously credited or duplicate amount so
     that Franchisor may properly credit the Cardholder or other retailer's
     account.
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13.  Settlement: Settlement Reporting
     --------------------------------
     Franchisor shall process all approved Transactions captured each Settlement
     Day and any preceding non-Settlement Day and make arrangements for the
     funds to which Franchisee is entitled to be deposited into his or her
     Retailer's  Account.

     Deposit and Transaction totals shall be made available to Franchisee by way
     of the POS Terminal, if possible; otherwise, by way of, written reports.
     Franchisor shall also mail to Franchisee, on request, summary reports of
     PayPoint Network Transactions at the Facility.

14.  Term: Termination
     -----------------
     Except as otherwise provided in this Addendum, PayPoint Network Service
     shall be provided from the Effective Date or, where applicable, the
     Commencement Date until the termination or expiration of Franchisee's
     Contract Dealer Gasoline Agreement with Franchisor.  The Commencement Date
     shall be set forth in a notice from Franchisor to Franchisee.

     Franchisor may terminate this Addendum for any reason upon at least ninety
     (90) days advance written notice to Franchisee.  For cause, Franchisor may
     terminate this Addendum immediately upon giving written notice to
     Franchisee.  In addition, Franchisor may, at its sole option, terminate
     Franchisee's ability to accept access cards from certain participating
     Financial Institutions or terminate this Addendum or the Contract Dealer
     Gasoline Agreement immediately if a Financial Institution notifies
     Franchisor that it has designated Franchisee as a "Special Retailer," i.e.,
     a Franchisee that Financial Institution has reason to believe has
     originated unauthorized Transactions to a Cardholder's deposit accounts or
     a Franchisee from whom an excessive number of Transactions are ultimately
     subject to chargeback, that is, debit of Franchisee's Trade Statement as
     more fully described in Paragraph 10 of this Addendum or a Franchisee who
     violated or failed to comply with the Security provisions referred to in
     Paragraph 5 of this Addendum.  On the first day of the thirteenth month
     following the Commencement Date, Franchisee may terminate this Addendum for
     any reason upon at least thirty (30) days advance written notice to
     Franchisor.  In the event of termination, Franchisee shall return to
     Franchisor all instructional and promotional material Franchisor has
     provided for use with the PayPoint Network and shall cease to use and
     display the "Marks" as defined in Paragraph 17a and participating Financial
     Institutions' trademarks, trade names and trade indicia and shall remove
     all decals and signs indicating Franchisee's participation in the PayPoint
     Network and, if Franchisee is terminated for cause or because he/she has
     been designated a Special Franchisee, Franchisee shall pay the applicable
     amount set forth on Exhibit D.

     In the event Franchisee refuses to, or is unable to return the material
     and/or to cease use and display, then Franchisor shall have the right to
     enter Franchisee's
<PAGE>

     Facility and remove all such material, decals, and signs, and Franchisee
     agrees to pay the costs therefor.

15.  Indemnification
     ---------------
     Each party shall indemnify the other and hold it harmless and Franchisee
     shall indemnify participating Financial Institutions from any claim,
     action, damage or expense of any kind arising solely from fault or neglect
     of the indemnifying party, including but not limited to claims of
     infringement of any patent, copyright, trade secret or other proprietary
     right in the operation of the PayPoint Network.  Neither party shall be
     liable to the other for any special, indirect or consequential damages,
     including but not limited to lost profits, even if the parties have
     knowledge of the possibility of such damages.

     Franchisee shall indemnify, hold harmless and defend Franchisor and
     participating Financial Institutions from and against all claims, losses,
     costs, damages, liabilities, and expenses (including reasonable attorneys'
     fees) which are suffered as a result of any Transaction or attempted
     Transaction and arise out of:

     (a)  Personal injury or tangible property damage suffered or incurred by
     any person on Franchisee's premises;

     (b)  Negligence or fraudulent conduct of Franchisee, Franchisee's agents
     and employees and independent contractors;

     (c)  Unauthorized entry of data into the PayPoint Network or any Financial
     Institution's debit card system/network by Franchisee from any point in the
     PayPoint Network including the data communication link connecting the
     PayPoint data processing facility(ies) and any Financial Institution's
     debit card system/network, and POS equipment;

     (d)  Unauthorized receipt of data from any Financial Institution's debit
     card system/network by Franchisee from any point in the PayPoint Network
     including the data communication link connecting the PayPoint data
     processing facility(ies) and any Financial Institution and POS Equipment;

     (e)  Disputes over Franchisee's sale or lease of goods or services; or

     (f)  Failure of Franchisee, its employees, agents and its independent
     contractors to comply with this Addendum, or with applicable federal,
     state, or local laws, rules or regulations.

     However, Franchisee shall not be liable for the failure by any Financial
     Institution to discover a Technical Error, originated by Franchisee.
<PAGE>

16.  Confidentiality: Nondisclosure
     ------------------------------
     Franchisee acknowledges that all information that is disclosed to, or comes
     to the attention of Franchisee for purposes of the development or operation
     of any aspect of the PayPoint Network (herein "Information") is strictly
     confidential.  Franchisee agrees that Franchisee shall not use for any
     purpose other than Franchisee's use of the PayPoint Network or disclose
     said Information or knowingly permit Franchisee's employees or contractors
     to disclose said Information to any person outside Franchisor and
     Franchisee, or to any employee or contractor of Franchisor or Franchisee
     who does not have a specific need to know in performance of work hereunder.

     Franchisee acknowledges that participating Financial Institutions have a
     responsibility to their Cardholders to keep all records pertaining to
     Cardholders' banking transactions (herein "Cardholder Information")
     strictly confidential. Franchisee shall maintain the confidentiality of
     Cardholder Information.

     This paragraph shall not prevent the participating Financial Institutions
     from disclosing to their Cardholders information about such Cardholders'
     individual transactions.

     Franchisor agrees to use reasonable care to avoid disclosure of information
     relating to sales by Franchisee (herein "Sales Information") other than to
     Financial Institutions and other third parties who require access to Sales
     Information for purposes relating to Franchisee's use of or Franchisor's
     operation of the PayPoint Network.  Franchisor's obligation of non-
     disclosure shall not apply to any Sales Information which is or becomes
     available to the public other than through breach of this Addendum by
     Franchisor.  It is presently Franchisor's policy (which may be changed at
     any time by Franchisor at its sole option without notice) to destroy all
     records of Sales Information after two (2) years.  Franchisor's obligation
     of non-disclosure with respect to Sales Information shall terminate upon
     destruction of such Sales Information.

     The obligations of this Paragraph 16 shall survive termination of this
     Addendum.

17.  Service Mark License
     --------------------
     (a)  PayPoint, PayPoint Electronic Cashier, PayPoint Cashier, PayPoint
     Network, PayPoint and "Triangle" design, Electronic PayPoint, and the
     "Triangle" Design (hereinafter called "Marks") are service marks of
     Franchisor.

     (b)  During the term of this Addendum, Franchisor grants to Franchisee for
     use at Franchisee's Facility a non-exclusive license and right to use the
     marks in connection with the PayPoint Network as defined in Paragraph 3,
     but only so long as such services are performed using equipment approved by
     Franchisor and such equipment is maintained in good operating order and is
     operated in accordance with
<PAGE>

     Franchisor's training program and guidelines as promulgated from time to
     time by Franchisor.

     (c)  Franchisor shall have the right at all time to enter Franchisee's
     Facility for the purpose of inspecting the equipment used with the PayPoint
     Network, and to satisfy itself that services are being provided to the
     public according to Franchisor's standards.

     (d)  During the term of this Addendum, Franchisee shall be permitted to use
     and display the marks and other names and trade indicia used or authorized
     for use by Franchisor in connection with the PayPoint Network, but only in
     accordance with standards as set forth from time to time by Franchisor for
     the type of facility Franchisee is operating.  Franchisee shall only be
     permitted to use or display names, marks, symbols, or trade indicia
     belonging to participating Financial Institutions in conjunction with
     PayPoint equipment or on advertising upon Franchisor's prior approval, and
     such use and display is subject to whatever restrictions Franchisor or such
     institutions may prescribe.

     (e)  Franchisor expressly reserves the right to change, alter, modify, or
     withdraw the Marks, or any of them including the PayPoint name, at any time
     by giving Franchisee not less than thirty (30) days prior written notice
     thereof.  In the event of such change, alteration or modification,
     Franchisee agrees that it shall henceforth not use the mark or name which
     has been changed, altered, modified, or withdrawn. In the event the
     PayPoint name is changed, altered, modified, or withdrawn by Franchisor, it
     is agreed that the new name or Mark shall be substituted for "PayPoint
     Network" as it appears in this Addendum.

     (f)  Franchisee recognizes Franchisor's ownership and title to the Marks
     and shall not claim adversely to Franchisor any right, title, or interest
     thereto.  Particularly, Franchisee agrees, during and after the term of
     this Addendum, not to use, register or attempt to register as a trademark
     or as a trade or corporate name, or aid any third party in registering or
     attempting to register, any of the Marks or any marks, names, or symbols
     confusingly similar thereto, or incorporating one or more of the words in
     such marks or names as trademarks or service marks, or as trade or
     corporate names.

     (g)  All use of the Marks by Franchisee shall inure exclusively to the
     benefit of Franchisor and Franchisor may utilize such use in registering or
     defending such Marks.  Franchisee agrees to cooperate with Franchisor in
     providing evidence or testimony relative to or supporting Franchisee's use
     of said Marks.  Any registrations obtained by Franchisee contrary to
     Section (f) shall be held in trust for Franchisor and assigned by
     Franchisee to Franchisor upon Franchisor's request.
<PAGE>

     (h)  Upon termination of this Addendum or the Contract Dealer Gasoline
     Agreement, the undertakings and duties of Franchisee in Sections (f) and
     (g) shall survive and Franchisee shall cease using and remove the Marks and
     any names, marks, symbols, or trade indicia of participating Financial
     Institutions as set forth in Paragraph 14 of this Addendum.

18.  Force Majeure
     -------------
     No failure, delay or default in performing any obligation hereunder shall
     constitute default or breach of this Addendum to the extent that it arises
     from causes beyond the control and without fault or neglect of the party
     otherwise chargeable with failure, delay or default, including but not
     limited to:  action or inaction of governmental, civil or military
     authority; strike, lockout or other labor dispute; war, riot or civil
     commotion; theft, fire, flood, earthquake, natural disaster; or default of
     a common carrier.

     The party wishing to rely on this paragraph to excuse failure, delay or
     default shall, when the cause arises, give the other party prompt written
     notice of the facts constituting same, and when the cause ceases to exist,
     give prompt notice to the other party.

19.  Assignment
     ----------
     Franchisee shall not assign any of its rights or delegate any of its
     obligations pertaining to the PayPoint Network without the prior written
     consent of Franchisor. Any assignment or delegation made without such prior
     written consent shall be void and any assignment or delegation to which
     Franchisor consents must be in conjunction with an assignment of the
     Contract Dealer Gasoline Agreement.

20.  Prices Goods and Services
     -------------------------
     No provision of this Addendum shall be construed as an agreement by
     Franchisor or participating Financial Institutions to the retail prices
     charged or the quantity or quality of goods sold or services rendered by
     Franchisee to Cardholders or to customers of Franchisee.

21.  Independent Contractor
     ----------------------
     Franchisor and Franchisee are independent contractors with respect to the
     subject matter of this Addendum and neither party nor its employees shall
     be deemed for any purpose to be the agent, employee, servant or
     representative of the other with respect to the subject matter of this
     Addendum.


IN WITNESS WHEREOF, the parties have executed this Addendum, or caused it to be
executed on their behalf on the dates indicated below.


ARCO Products Company,                     Franchisee
a division of AtlanticRichfield Company



/s/ Connie Carroll             9/2/99      /s/ John Castellucci          9-29-99
-------------------------------------      -------------------------------------
                                 Date      LLO-Gas, Inc.                    Date


/s/ Hollie Johnson             9/2/99      /s/ Denise Newton             9-29-99
-------------------------------------      -------------------------------------
Witness                          Date      Witness                          Date


<PAGE>

                  ARCO Contract Dealer/Distributor
______________________________________________________________________
PayPoint Network Fees

     Transactions per Month                   Fee per Transaction

           0 to 1,000                                 $.10
       1,001 to 2,000                                  .08
       2,001 to 3,000                                  .06
       3,001 to 4,000                                  .04
           Over 4,000                                  .02

     Minimum Monthly Charge = $60.00

     There will be no transaction fee during the first 12 months following the
     Commencement Date if Retailer installs a PayPoint Electronic Cashier(R),
     purchased through ARCO, at the pump island.

Phone Line Fee Options:

     Leased Line -- $100 per month plus any phone company pass-through costs
     including installation for each dedicated line or Dial Line -- installation
     costs plus monthly phone charge including per item phone calls.

Billing and Payment Terms:

Unless Retailer is entitled to 12-month waiver of the fee as set forth above, a
fee will be charged for each Transaction.  By the twentieth day of the following
month, Retailer will be issued an invoice for:  the total transaction times the
fee per transaction for the tier achieved; the monthly phone line fee; and any
portion of the monthly minimum not achieved.  Invoices are payable upon receipt.

If Retailer's Contract Dealer or Distributor Agreement expires and is not
renewed or is canceled prior to the expiration of the PayPoint Retailer
Agreement, the PayPoint Agreement will be canceled or, at ARCO's option, can be
converted to a Non-ARCO PayPoint Retailer Agreement.

Transaction Definition:

A "Transaction" means each use of an access card by a Cardholder for the purpose
of paying for a purchase of a product or service or receiving cash, scrip, a
refund or a reversal/void from Retailer's Facility through use of the PayPoint
Network to which a participating Financial Institution responds with an Approval
or Denial code.
<PAGE>

                                   EXHIBIT B

                   Retailer Resolution of Cardholder Disputes
                   ------------------------------------------

PayPoint Network

     A cardholder dispute is initiated when a financial institution is notified
of its cardholders complaint.  If a cardholder informs a Franchisee that a
problem exists with a transaction made at the retail facility prior to the date
of the complaint, the Franchisee should inform the cardholder that the complaint
should be taken to the cardholder's financial institution.  All resolutions must
originate at the cardholder's financial institution.

     Examples of complaints:

     a)   Cardholder was charged twice for a purchase.

     b)   Cardholder never made the purchase, he/she was billed far by his/her
          financial institution.

Procedure for resolution of cardholder complaints by the PayPoint Network:

     1)   Cardholder disputes a transaction and notifies financial institution.

     2)   Financial institution then notifies the Franchisor switch of the
          problem.

     3)   The switch researches its records and makes every effort to find the
          disputed transaction in order to resolve the problem.

     4)   However, if the switch is unable to find the disputed transaction in
          the records maintained at the switch, the Franchisee will be notified
          via telephone. The switch contact person will provide the Franchisee
          with the data furnished by the financial institution and request a
          copy of the cardholder receipt and/or a copy of the Management Report
          Printer (MRP) report showing the disputed transaction information.

     5)   This telephone request will be immediately followed by a written
          request - a copy of the PayPoint Network Retailer Transaction
          Information Request form containing all the required transaction
          information. This form will be mailed to the Franchisee within one (1)
          working day of the telephone call. A copy of this form is attached.

     6)   The Franchisee will have only three (3) working days after receipt of
          the request to research the transaction and send the requested
          information to the financial institution listed on the form.
<PAGE>

     7)   The Franchisee is subject to chargeback of the transaction amount in
          question if the requested information is not sent within three (3)
          working days.

     8)   The Franchisee must send a copy of the completed PayPoint Network
          Retailer transaction Information Request form along with a copy of the
          customer receipt and/or MRP report (the same information furnished to
          the financial institution) to the Franchisor switch within one (1)
          working day of sending the information to the financial institution.
<PAGE>

                                   EXHIBIT C

                 PayPoint Network Retailer Account Designation*
                 ----------------------------------------------

RETAILER:
________________________________________________________________________________


ADDRESS:
________________________________________________________________________________


CITY:
________________________________________________________________________________


STATE/ZIP CODE:
________________________________________________________________________________


I HEREBY AUTHORIZE ARCO PRODUCTS COMPANY, A DIVISION OF ATLANTIC RICHFIELD
COMPANY, TO CREDIT THE ACCOUNT** DESCRIBED BELOW FOR SETTLEMENT PURPOSES FOR
SERVICES PROVIDED THROUGH THE ARCO PAYPOINT NETWORK.

THE ACCOUNT TO WHICH SUCH CREDITS SHOULD BE APPLIED IS

ACCOUNT NO._____________________________________________________________________

AT______________________________________________________________________________

BRANCH NO.______________________________________________________________________


                                      PAYPOINT NETWORK RETAILER

                                      BY:
                                            ____________________________________

                                      TITLE:
                                            ____________________________________

                                      DATE:
                                            ____________________________________

*  If Retailer has different Retailer's Accounts for its Retailer's Facilities,
an Exhibit C must be completed for each different Facility.

**FINANCIAL INSTITUTION MUST BE A MEMBER OF NACHA.
<PAGE>

                               PAYPOINT NETWORK

                   Retailer Transaction Information Request
                   ----------------------------------------

CLAIM NO.:
          ----------------------------------------------------------------------
DATE CLAIM RECEIVED:
                    ------------------------------------------------------------
TODAY'S DATE:
             -------------------------------------------------------------------

A dispute has been filed by a cardholder regarding the following transaction:

FI CARD NO.:
            --------------------------------------------------------------------
TRANSACTION AMOUNT:                  TRANSACTION DATE:
                   ----------------                   --------------------------

TRANSACTION TIME:                    REFERENCE NO.
                 ------------------                -----------------------------

Please return a copy of cardholder receipt or management report printer (MRP)
report showing requested financial data within three (3) working days to:

FINANCIAL INSTITUTION:
                      ----------------------------------------------------------

ADDRESS:
        ------------------------------------------------------------------------
--------------------------------------------------------------------------------

CONTACT PERSON:
               -----------------------------------------------------------------
YOU ARE SUBJECT TO CHARGEBACK OF TRANSACTION AMOUNT IN QUESTION IF "REQUESTED
INFORMATION" IS NOT SENT WITHIN THREE (3) WORKING DAYS
                         -----------------------------

Franchisee:
Return a copy of this form along with copy of cardholder receipt and/or MRP
report to:

NAME:
      --------------------------------------------------------------------------

ADDRESS:
        ------------------------------------------------------------------------
--------------------------------------------------------------------------------

DATE INFORMATION SENT TO FINANCIAL INSTITUTION:
                                               ---------------------------------
<PAGE>

                                   EXHIBIT D

                           POS and Remote Equipment
                           Disconnection and Removal
                                 Fee Schedule
                                 ------------


Telephone Line Disconnection                         $200.00

Each Inside Terminal Disconnection and Removal       $200.00

Each Outside Terminal Disconnection and Removal      $400.00