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                                                                   Exhibit 10.49
                                                          Facility Number: 82065

                 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
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      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
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      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.
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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
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      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 AtlanticRichfieldCompany


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


/s/ Denise Newton              9/2/99       /s/ Denise Newton             9/2/99
-------------------------------------       ------------------------------------
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