<PAGE>

                                                                   Exhibit 10.38
                                                          Facility Number: 82064

                                                Customer Account Number: 0883355

                           am/pm MINI MARKET AGREEMENT

THIS AGREEMENT is made September 2 , 1999, between ARCO Products Company (a
division of ATLANTIC RICHFIELD COMPANY - incorporated in Delaware), with an
office at: 4 CENTERPOINTE DRIVE, LA PALMA, CALIFORNIA 90623 ("ARCO") and
LLO-Gas, Inc. a Corporation
--------------------------------------------------------------------------------
    (state whether a sole proprietorship, partnership, limited partnership,
 corporation or limited liability company ["LLC"], if partnership, the names of
all partner and State of Organization; if limited partnership, the names of all
    general partners and State of Organization; if corporation, the State of
               Incorporation; if LLC, the State of Organization)

with an address at 23805 Stuart Ranch Road, Suite 265 Malibu, California 90265
("Operator").

      Operator desires to be the franchisee of, and ARCO is willing to grant to
Operator a franchisor for, an am\pm mini market located at the Premises set
forth in PART I (which together with the buildings and improvements now or
hereafter constructed thereon is referred to herein as the "Premises") on the
terms and conditions set forth in PARTS I and II of this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in PARTS I and II hereof, each of the parties intending to be legally
bound hereby, agrees as follows:

                                     PART I

      PART I contains specific terms which relate to the terms and conditions
set forth in the corresponding sections - PART II, Form No. A.P.C. 239-T-10
(4/99), attached hereto and incorporated herein.

Section

4.01     Hours/Days of Operation (Pedestrian Traffic Only Stores)

         _______________________________________________________________________
         _______________________________________________________________________

4.03     Store Manager (if Operator has more than one am/pm mini market)

         _______________________________________________________________________

5.01     This Agreement shall be binding on the parties as of the date first
         written above. The term of this Agreement shall begin on the _______
         day of ____________________, ______, ("Commencement Date"), and shall
         end at 10 a.m. on the first day after the last day of the [_____] 120th
         or [_____] 180th full calendar month following the Commencement Date.
         If no time is checked, the box for 120th shall be deemed checked. If no
         date is set forth in this Part I, the Commencement Date shall be
         established by the "Notice of Final Inspection and Readiness" provided
         for in Section 5.01 of PART II.

6.01     Premises

         64200 20th St., Palm Springs, California 92258
         -----------------------------------------------------------------------
              (complete address by street number, including, where
                       applicable, designation of corner)

         City Palm Springs State California  Zip 92258

7.01(a)  Initial franchise fee: Ninety-Five Thousand 00/100

         __________________ Dollars [$ 95,000.00]

7.01(c)  Renewal franchise fee:

         _______________________________________________________________________

         __________________ Dollars [$ ______________.00]

7.02(a)  Minimum royalty fee: One Thousand 00/100
         __________________ Dollars [$ 1,000.00]
                                       --------

7.03     Security Deposit: One Thousand 00/100
         __________________ Dollars [$ 1000.00]
                                       -------

16.01    Operational Designee, if applicable:___________________________________

17.02    Corporate Designee (Corporate operators only): John Castellucci


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         Limited Liability Company Designee (LLC's Only):_______________________
         Partnership Designee (Limited Partnership Only):_______________________


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<PAGE>

                                                          Facility Number: 82064
                                                     Store Size ________ sq. ft.
                                                           (exterior dimensions)

                                 STORE EQUIPMENT
                          (Real and Personal Property)

      The equipment required to be installed in the Store is indicated below by
a check mark at the left of the required items. ARCO agrees to loan the
equipment initialed by ARCO to the right of such items and to install such
equipment prior to the Commencement Date. Operator agrees to install, at
Operator's expense, on or before the Commencement Date, the equipment initialed
by Operator to the right of such items. All equipment, whether furnished by
Operator or by ARCO, must meet ARCO's specifications including, but not limited
to, specifications with respect to brand, size, color and quality.

<TABLE>
<CAPTION>
                                                                                      To be             To be
           Equipment Required                                                       furnished         furnished
           (Check Items of equipment                                              and installed     and installed
           required to be installed                                                by Operator         by ARCO
           ------------------------                                                -----------         -------
<S>        <C>                                                                        <C>              <C>
    X      am/pm Sun & Moon Sign                                                                          X
---------                                                                                               -----
    X      Building Fascia (illuminated)                                                                  X
---------                                                                                               -----
    X      Cigarette Merchandiser (Overhead)(Vendor Supplied)                                             X
---------                                                                                               -----
    X      Corner am/pm I.D. Sign
---------     and where applicable, Sign Pole                                                             X
                                                                                                        -----
    X      Interior Signage                                                                               X
---------                                                                                               -----
    X      Training Materials [Employee Training System ("E.T.S.")]                                       X
---------                                                                                               -----
    X      Bun Toaster                                                                  X
---------                                                                             -----
    X      Capuccino Bulk Powder Machine                                                X
---------                                                                             -----
    X      Cash Register (Primary with PayPoint(R)P.O.S.                                X
---------                                                                             -----
    X      Cheese Sauce Dispensers (2)                                                  X
---------                                                                             -----
    X      Coffee Brewer (6 Burner Twin Brewer)                                         X
---------                                                                             -----
    X      Coffee Brewer Timer                                                          X
---------                                                                             -----
    X      Coffee/ Bakery Menu Board                                                    X
---------                                                                             -----
    X      Coffee Mug Rack                                                              X
---------                                                                             -----
    X      Coffee Lid/Supply Spinner Rack                                               X
---------                                                                             -----
    X      Computer Software and Hardward                                               X
---------                                                                             -----
    X      Condiment Pumps (2)                                                          X
---------                                                                             -----
    X      Convection Oven                                                              X
---------                                                                             -----
    X      Convection Oven Racks (4)                                                    X
---------                                                                             -----
    X      Cooler Boxes (Walk-In)    Size______ Number______                            X
---------                                                                             -----
    X      Cooler Boxes (Upright)    Size______ Number______                            X
---------                                                                             -----
    X      Cooler Cabinet (Horizontal; for sandwiches)                                  X
---------                                                                             -----
    X      Counter Top Condiment Dispenser Unit                                         X
---------                                                                             -----
    X      Counter and Shelving (including Condiment Table)                             X
---------                                                                             -----
    X      Counter Merchandising System                                                 X
---------                                                                             -----
    X      Cup Dispenser (Hot and Cold)                                                 X
---------                                                                             -----
    X      Fast Food Module (older units only)                                          X
---------                                                                             -----
    X      Fax Machine                                                                  X
---------                                                                             -----
    X      Food Merchandising Warmer                                                    X
---------                                                                             -----
    X      Food Merchandising Rack Identification Channels and Strips                   X
---------                                                                             -----
    X      Food Preparation Table                                                       X
---------                                                                             -----
    X      Fountain Drink and Ice Dispenser with Ice Maker and
---------     Carbonator (Pepsi-Cola)                                                   X
                                                                                      -----
    X      Fountain Lid and Straw Rack                                                  X
---------                                                                             -----
    X      Prepackaged Electronic Facility Controller (EFC)                             X
---------  (see Electronic Drawings for Details)                                      -----
</TABLE>


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<PAGE>

<TABLE>
<CAPTION>
                                                                                      To be             To be
           Equipment Required                                                       furnished         furnished
           (Check Items of equipment                                              and installed     and installed
           required to be installed                                                by Operator         by ARCO
           ------------------------                                                -----------         -------
<S>        <C>                                                                        <C>              <C>
    X      Freezer Cabinets (Upright)  Size______ Number______                          X
---------                                                                             -----
    X      Freezer (Storage Room)                                                       X
---------                                                                             -----
    X      Frozen Carbonated Beverage Machine                                           X
---------                                                                             -----
    X      Frozen Dessert Graphics Package                                              X
---------                                                                             -----
    X      Frozen Dessert Cup, Cone Tower                                               X
---------                                                                             -----
    X      Gondolas                         Size______ Number______                     X
---------                                                                             -----
    X      Hood and Exhaust Ventilation System for Convection Oven
---------     (California only and only where locally required)                         X
                                                                                      -----
    X      Ice Maker                                                                    X
---------                                                                             -----
    X      Ice Merchandiser                 Size______ Number______                     X
---------                                                                             -----
    X      In-store Television Monitors for display of multi-media
---------     advertising**                                                                               X
                                                                                                        -----
    X      Microwave Over (Commercial)                                                  X
---------                                                                             -----
    X      Nacho CheeseSauce Dispensers                                                 X
---------                                                                             -----
    X      PayQuick Island Cashier (PIC) (only if Operator is
---------     party to Contract Dealer Gasoline Agreement)                              X
                                                                                      -----
    X      Retail Excellence (RE) POS System (RS 2000) with PayPoint                    X
---------                                                                             -----
    X      Shelving (Storage Room)          Size______ Number______                     X
---------                                                                             -----
    X      Shelving (Modular; Walk-In Cooler behind Display Area)                       X
---------                                                                             -----
    X      Shelving (Wall)                  Size______ Number______                     X
---------                                                                             -----
    X      Sink (3-compartment-food preparation)                                        X
---------                                                                             -----
    X      Sink (Hand sink in hot food area)                                            X
---------                                                                             -----
    X      Sink (Service/Mop)                                                           X
---------                                                                             -----
    X      Small Wares (Food Service)                                                   X
---------                                                                             -----
    X      Soft Serve Dispenser                                                         X
---------                                                                             -----
    X      Sports Bottle Rack                                                           X
---------                                                                             -----
    X      Lid/Straw Spinner Rack                                                       X
---------                                                                             -----
    X      (Combination VHS Player/Monitor
---------     to utilize ETS/VHS tapes)                                                 X
                                                                                      -----
    X      Water Heater                                                                 X
---------                                                                             -----
    X      Video Surveillance Equipment (including six Color
---------    Cameras.two 20" color Monitors, Flashing Red Lights for
             Monitors, Multiplexor Unit to support up to 9 Cameras,
             Time-lapse Video Recorder, Video Tape Library with 31 tapes
             (replaced annually with 31 new long playing Video T-160 tapes)
             and 24 Hour Surveillance Decal)                                            X
                                                                                      -----
    X      VSAT Equipment: (1) Hughes Satellite Dish                                    X
---------                                                                             -----
    X        (2) Hughes Indoor Unit - Satellite Receiver                                X
---------                                                                             -----
             (3) Deicer (if required for colder climate)                                X
                                                                                      -----
           Other:   1.____________________
----------                                                                            -----
                    2.____________________
                                                                                      -----
                    3.____________________
                                                                                      -----
</TABLE>

**    When available, franchisee will be given 30 days advance notice of
      installation.

Operator shall be furnished with a copy of ARCO's specifications for all
required equipment upon execution by Operator of this Agreement.


                                     4 of 5
<PAGE>

OPERATOR ACKNOWLEDGES HAVING READ THIS AGREEMENT, INCLUDING PART II, GENERAL
TERMS AND CONDITIONS, FORM No. A.P.C. 239-T-10 (4/99), AND UNDERSTANDS FULLY ALL
THE TERMS, PROVISIONS AND CONDITIONS HEREOF.

ARCO MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO OPERATOR'S
PROFIT OR INCOME TO BE DERIVED FROM THE OPERATION OF THE am/pm STORE
CONTEMPLATED HEREUNDER.

IN WITNESS WHEREOF, ARCO and Operator have executed this Agreement as of the
date first above written.


ARCO Products Company                       Operator
Division of Atlantic Richfield Company      LLO-Gas, Inc.


By /s/ Connie Carroll           9/2/99      By /s/ John Castellucci       9-2-99
   -----------------------------------         ---------------------------------
   Manager                        Date                                      Date


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


ATTACHMENT: PART II, General Terms and Conditions


                                     5 of 5
<PAGE>

                           am/pm MINI MARKET AGREEMENT

                                     PART II
                          General Terms and Conditions

                                    ARTICLE 1

       Service Mark and Service Name Conditions, Copyrights, Trade Secrets
                               and Confidentiality

                       A. Service Marks and Service Names

      1.01 Subject to the terms and conditions specified herein, and to the
extent of ARCO's rights therein, ARCO hereby grants to Operator, beginning on
the Commencement Date as defined in Section 5.01 and continuing during the term
of this Agreement, the non-exclusive right and license to use the trade secrets
and know-how regarding operation of am/pm mini markets, the service mark and
service name "am/pm", or any variation thereof as may be approved in writing by
ARCO, and any other service marks and service names used in connection with
am/pm mini markets, solely in conjunction with Operator's operation of the Store
provided for herein. Operator has no exclusive territory. ARCO reserves the
right, in its sole discretion, to establish additional am/pm mini market stores
and other ARCO franchises and franchises operated by ARCO's wholly owned
subsidiary, in any location and proximity to Operator's business.

      1.02 ARCO represents that it has applied for federal registration for
various service marks for "am/pm" for retail grocery store and convenience store
services. ARCO has been granted federal registration for certain "am/pm" service
marks for retail grocery store and convenience store services. ARCO expressly
reserves the right to change, alter or modify the am/pm service mark or service
name or substitute any other service mark or service name at any time by giving
Operator not less than thirty (30) days' prior notice thereof. In the event of
any change, alteration or modification of the service mark or service name,
Operator agrees that only the service mark or service name, as changed, altered
or modified, shall be used by Operator to identify the Store. If the service
mark and service name "am/pm" is changed by ARCO, it is agreed that the new
service mark and service name adopted by ARCO shall be substituted for "am/pm"
wherever "am/pm" appears in this Agreement. ARCO also expressly reserves the
right to change, alter or modify colors and designs and other service marks and
service names used in connection with am/pm mini markets from time to time and
place to place as ARCO deems appropriate or as required by law.

      1.03 Operator agrees that it shall notify ARCO promptly of any
unauthorized use of the am/pm service mark and service name by any person, firm,
corporation or other entity (collectively referred to as "person"). At its
expense, ARCO shall challenge all unauthorized uses or infringements of the
am/pm service mark and service name, and ARCO shall have the sole right to
decide whether to prosecute any person who unlawfully uses or attempts to use
ARCO's am/pm service mark or service name for retail grocery store, convenience
store, or fast food services. Operator agrees to provide such evidence and
expert assistance as Operator may have within its control in connection with any
such challenge or prosecution.

      1.04 Operator recognizes and acknowledges that, as between ARCO and
Operator, ARCO is the sole and exclusive owner of the am/pm service mark,
trademark and service name and other service marks, trademarks and service names
used in connection with am/pm mini markets and appearing on am/pm stores.
Operator hereby agrees: not to claim any right, title or interest in or to said
service marks, trademarks or service names; not to directly or indirectly deny,
assail, or assist in denying or assailing the sole and exclusive ownership of
ARCO in said service marks, trademarks and service names; not to adopt or use as
Operator's own property any service marks, trademarks or service names of ARCO
nor employ any service marks, trademarks or service names confusingly similar to
those of ARCO; not to register or attempt to register


                                     1 of 33
<PAGE>

ARCO's service names or service marks, trademarks in Operator's name or that of
any other person and not to use such service marks, trademarks or service names,
or any parts thereat as am part of any corporate or partnership name or any
other business name. It is understood that this covenant shall survive the
termination of this Agreement and shall be binding upon the heirs; successors
and assigns of Operator.

      1.05 Operator agrees, upon termination or nonrenewal of this Agreement or
upon termination or nonrenewal of any subsequent Store Agreement, to assign
ARCO, without additional consideration; any service name or service mark,
trademark rights that may have vested in Operator notwithstanding the provisions
of Section 1.04 as a result of any activities of Operator pursuant to this
Agreement. Operator agrees to use said service marks, trademarks and service
names in connection with, and exclusively for, the promotion and operation of an
am/pm store as provided hereunder, and in accordance with the standards, terms
and conditions set forth in the Agreement and in accordance with instructions,
rules and procedures prescribed in writing by ARCO. Operator shall not use the
am/pm service mark or service name, or other service marks, trademarks or
service names of ARCO, except as authorized by ARCO and in no event in any
manner which may or could adversely impact or jeopardize the am/pm image.

      1.06 Operator agrees to display the am/pm service mark, trademark and
service names as prescribed by ARCO and to conduct the business of the Store in
such a manner as to not reflect unfavorably on ARCO's good will, service marks
and service names.

      1.07 Operator agrees, immediately upon the termination of this Agreement
or termination of any subsequent Store Agreement to cease and forever abstain
from using the am/pm service mark and service name and other service marks and
service names used in connection with am/pm mini markets.

                                  B. Copyrights

      1.08 ARCO grants to Operator a nonexclusive right and license during the
term of this agreement to use ARCO's franchise accounting system software at the
am/pm mini market and display at Operator's am/pm Store copyrighted am/pm
signage, posters, and other advertising and point of purchase materials. No
rights of reproduction or distribution are included in the grant, and upon
termination for any reason Operator shall immediately cease and desist from
using or displaying any such copyrighted materials.

                      C. Trade Secrets and Confidentiality

      1.09 ARCO shall furnish or make available to Operator for use solely in
connection with Operator's conduct of Operator's am/pm Store, ARCO's franchise
accounting system software, an am/pm Store System Manual, guides, and other
forms and materials. Operator agrees during the term of this Agreement and after
termination to keep confidential and not to furnish information as to the
methods of operation, advertising programs or ideas, business information, or
any other confidential information of ARCO relating to the operation of any
am/pm Store, to any person, except ARCO, Operator's employees, or Operator's
attorneys or accountants engaged by Operator in connection with Operator's
operation of Operator's am/pm Store who have undertaken the same obligation of
confidentiality as set forth herein for Operator.

                                    ARTICLE 2

                             Relationship of Parties

      2.01 Neither Operator nor any of its employees shall hold itself or
himself out at any time as an agent, representative, partner, joint venture or
employee of ARCO. Operator shall have no authority, right or power to, and shall
not bind nor obligate ARCO in any way, manner or thing whatsoever, nor shall
Operator


                                     2 of 33
<PAGE>

represent that it has any right or power to do so. Operator shall undertake all
obligations herein described as an independent contractor and shall exercise and
be responsible for the exclusive control of the Store and Premises and all
activities conducted therein and therefrom.

      2.02 Operator shall be solely responsible for hiring, supervising and
directing all employees, the payment and withholding of all payroll and other
taxes imposed upon or determined by wages and salaries of such employees, and
for complying with all applicable workers and unemployment compensation,
occupational disease, disability and similar laws. ARCO shall have no control
over employees of Operator, including, without limitation, the terms and
conditions of their employment.

                                    ARTICLE 3

    am/pm Store Systems Manual and Ancillary Equipment Specifications Manual

      3.01 Operator agrees that it shall operate the Store and maintain the
Premises in accordance with the standards, methods, procedures, requirements,
instructions, food specifications and equipment specifications set forth in the
am/pm Store Systems Manual and the Ancillary Equipment Specifications Manual
("Manuals" or "Systems Manuals"), and any and all subsequent amendments and
supplements thereto. ARCO shall loan to Operator a copy of the Manuals which
shall be furnished to Operator upon execution by Operator of this Agreement;
subsequent amendments and supplements shall also be loaned and furnished to
Operator and Operator shall be required to acknowledge receipt of any of the
foregoing loaned materials. Operator further agrees to instruct and keep its
employees fully informed of all such methods and procedures as shall be
promulgated by ARCO from time to time. The Manuals, as presently constituted and
as at may hereafter be amended or supplemented by ARCO from time to time, is
incorporated in and made a part of this Agreement. Operator acknowledges and
agrees that compliance with the standards, methods, procedures, requirements,
instructions and food specifications contained in the Manuals (as from time to
time amended or supplemented) is important to Operator and to ARCO. Failure to
adhere to the provisions of the Manuals shall constitute a breach of this
Agreement.

                                    ARTICLE 4

                  Hours of Operation and Personal Participation

      4.01 Operator shall promote the business of the Store and shall cause the
Store to be operated continuously throughout the term of this Agreement.
Operator shall cause the Store to be open for business not less than sixteen
(16) hours every day of the year, excluding Christmas, or the maximum hours
permitted by applicable law if less than sixteen (16) hours; provided, however
that if Operator operates a Store that is accessible only to pedestrian traffic,
Operator shall cause the Store to be open for business for the hours and days
set forth in PART I.

      4.02 FAILURE OF OPERATOR TO CAUSE THE STORE TO BE OPEN FOR BUSINESS IN THE
MANNER AND DURING THE HOURS AND DAYS PRESCRIBED HEREIN SHALL CONSTITUTE A
MATERIAL BREACH OF THIS AGREEMENT. In addition to any other remedy available to
ARCO, in the event Operator fails to operate the Store during the hours and days
prescribed in Section 4.01 during any calendar month during the term of this
Agreement, Operator shall pay ARCO, as liquidated damages and not as a penalty,
in addition to the royalty fee payable for such month, one thirtieth of the
minimum monthly royalty fee for each day Operator fails to cause the Store to be
open for the prescribed hours.

      4.03. Operator shall participate in the operation of the am/pm business
for a period of at least 40 hours per week and if Operator has more than one
am/pm mini market. Operator must have one employee for each store, who has
attended and successfully completed a four week am/pm Store Manager training


                                     3 of 33
<PAGE>

program offered by ARCO and who is employed on a full time basis at each store
("Store Manager"). If Operator has more than one am/pm mini market, Operator
hereby designates the person whose name is set forth in PART I, Section 4.03,
hereof as the Store Manager for the Premises which are the subject of this
Agreement (within two months of the date such designated person is no longer
employed at the store, Operator must replace such Store Manager with another
trained Store Manager or the franchise may be terminated). For purposes of
personal participation, Operator shall be the sole proprietor if Operator is a
sole proprietor, the Operational Designee if Operator is a corporation,
partnership or LLC. The Operational Designee must be a an officer or shareholder
if Operator is a corporation, a member or manager of the LLC if Operator is an
LLC, a general partner if Operator is a limited partnership, a partner if
Operator is a partnership other than a limited partnership. In the case of
Concurrent Operations at the Premises, as more fully described in Article 4.05
hereof, Operator is obligated to participate in the operation of all franchise
businesses for at least 40 hours per week.

      4.04 Failure of Operator to participate in the operation of the am/pm
business as described in Section 4.03 and/or, if applicable, to have the Store
Manager designated in PART I employed at the store on a full time basis and/or,
if applicable, to replace such person with another trained Store Manager within
two months from the date the Store Manager designated in PART I or any successor
to such person is no longer employed at the store shall constitute a material
breach of this Agreement.

      4.05 In the event the am/pm mini market, with ARCO's approval, is operated
at the Premises by Operator in conjunction with another or more than one other
ARCO franchise, such as e.g. a SMOGPROS Center franchise ("Concurrent
Operations"), such Concurrent Operations shall be conducted and governed by the
terms and conditions of the franchise agreements of each of the applicable
franchises and any additional special terms, conditions and provisions relating
to Concurrent Operations as may be included in such franchise agreements or
other writing with regard to such operations.

      4.06 Each individual who owns an interest in the franchise entity must
sign a personal guarantee agreeing to discharge all obligations of the Operator
under the franchise agreement. This will also be required of the individual's
spouse where jointly owned assets are used to purchase/operate the franchise and
where the individual lives in or the franchise is located in a community
property state.

                                    ARTICLE 5

                                      Term

      5.01 This Agreement shall be binding on the parties as of the date first
above written. Except as otherwise provided in this Article, the "Commencement
Date" shall be on the date set forth in PART I. If no date is set forth in PART
1, the Commencement Date shall be the date established by ARCO by notice to
Operator ("Notice of Final Inspection and Readiness") as the date the Premises
are available for occupancy and ready for conduct of the business of the am/pm
mini market. The term hereof shall end as of 10:00 a.m. on the first day after
the last day of the one hundred twentieth (120th) or one hundred eightieth
(180th) full calendar month following the Commencement Date as set forth in Part
I, unless this Agreement is terminated earlier pursuant to the terms hereof.

      5.02 (a) In the case of ground-up construction of an am/pm mini market, as
soon as reasonably practicable after execution of the Agreement, but within six
(6) months of the date of the Agreement, Operator shall supply ARCO with the
following items sufficient to enable ARCO to prepare site specification and
standard generic architectural and engineering plans, i.e. plans of ARCO's then
standard typical am/pm mini market scheme suitable for Operator's property, so
as to enable Operator to apply for the applicable permits and then to construct
such a standard facility ("Plans"):


                                     4 of 33
<PAGE>

            (1) Photographs of the entire site, including improvements and
      corner signage, if any, and of adjacent business properties.

            (2) Current topographic survey of the property. (Such survey should
      show all existing elevations and site features and should also include
      additional data such as: width of streets; type of curbs and corner
      radius; existing sidewalks and/or approaches, including material and
      condition; location of existing power poles, light poles, hydrants,
      traffic light poles, water, gas and electrical curb boxes, etc.; buildings
      and islands on the site, if any, by dimension; paving, landscaping, trees,
      fencing, retaining walls, underground motor fuel storage, if any; property
      line dimensions, angles and bearings, known setbacks, easements and code
      restrictions; North arrow and notes on any special building, zoning and/or
      sign code regulations affecting the property.)

            (3) Copy of the deed, lease or other document(s) evidencing
      Operator's right to possess and modify the Premises and a copy of all
      restrictions, if any, affecting the Premises and rights of Operator.

            (4) Such additional information as ARCO may request in order to
      prepare Plans or that Operator may deem pertinent.

      Upon receipt of the foregoing, as soon as reasonably practicable, ARCO
shall prepare standard generic architectural, plumbing and electrical site
plans. ARCO shall provide Operator with 3 sets of blueline and 1 set of
reproducible prints of preliminary and final construction documents for
Operator's use; additional copies of sets or pans of sets must be acquired by
Operator at Operator's expense from any vendor of Operator's choosing.

      ARCO shall submit to Operator the aforementioned site plans and standard
generic plans for ground-up construction which include: floor plans, elevations
and sections, foundations plan, roof framing plant, roof plan, ceiling plan,
store fixture plant, interior floor finish and color plan, heating, ventilation
and air conditioning plan, sales and wall counter plans, corner identification
sign plan, general layout for motor fuel storage and dispensing facilities and
applicable notes and details for the foregoing. It shall be necessary for
Operator to obtain any additional plans and reports (e.g., grading plan, soil
reports) from an architectural or engineering firm prior to applying for
applicable permits.

      It may be necessary for Operator to have the plans modified in order to
meet local building codes and other requirements; ARCO does not represent that
the Plans shall be sufficient to meet such local requirements. All modifications
to meet local building codes and other requirements, and other changes not
resulting from local requirements, but requested by Operator must be submitted
in writing to ARCO with drawings and specifications and approved in advance by
ARCO. All changes, if any, not mandated by governmental authority but requested
by Operator must be submitted simultaneously as one consolidated request for
modification of the preliminary plans. If modifications are mandated by
governmental authority, copy of the specific instructions to change the plans
must be submitted along with the request for change. ARCO is willing, within the
limitations set forth below, to make the approved modifications, or Operator
may, at Operator's expense, have an architectural or engineering firm of
Operator's choosing make the approved modifications. If Operator elects to have
ARCO make the approved modifications, ARCO is willing to do so provided the
total cost of all plans incurred by ARCO in rendering this service to Operator,
including the cost of the 3 sets of blueline and 1 set of reproducible prints of
the preliminary plans and the final plans, does not exceed $20,000, and provided
further that any costs in excess of $20,000 be at Operator's expense and be paid
in advance before such excess costs are incurred. ARCO will seal final plans
developed by ARCO and provide 3 sets of blueline and 1 set of reproducible
prints.


                                     5 of 33
<PAGE>

      (b) In the case of conversion of an existing building and an existing or
proposed commercial building or shopping complex to an am/pm mini market, as
soon as reasonably practicable after execution of the Agreement, Operator shall
supply ARCO with the following items sufficient to enable ARCO to prepare
standard architectural and engineering plans, i.e., plans of ARCO's then current
typical am/pm mini market scheme suitable for Operator's property and building
so as to enable Operator to apply for the applicable permits and to convert the
existing building to such a typical facility ("Plans"):

            (1) General arrangement ("As Built") drawings including
      informational sketches and data showing: complete set of drawings used for
      construction of building (if available); exterior dimensions, length,
      width, and height of every vertical and horizontal surface; interior
      dimensions, length, width and height of every room, location of all
      existing electrical outlets, plumbing lines, fixtures, switches, controls,
      furniture, etc.; obstructions in area to be occupied by walk-in coolers;
      all other major obstructions such as columns, downspouts, vents, ducts,
      etc.; existing ceiling layout and placement of all light fixtures,
      grilles, etc., location of heating, air conditioning and water heating
      units, type, size, and condition; electrical panel, size of service,
      number of circuits, condition of panel; if reusable as is, or with
      supplementary panel and if three-phase service is available; description
      of existing structural system, age, type, size, location of beams,
      columns, bearing walls, shear walls, etc.; current condition of building,
      roof, exterior, interior, restrooms, walkways, existing motor fuel storage
      and dispensing system, if any, showing age, size and type of underground
      tanks (steel or fiberglass), make and size of suction pumps, leak
      detectors, make and model of pumps/dispensers and self-service
      console/equipment, if any; describe necessary repairs; photographs of all
      four sides of building, interior of office, storage, bays, electrical
      panel, heating/air conditioning unit, unusual conditions, existing
      islands, signs and canopies; local building restrictions affecting plans.

            (2) Copy of deed, lease or other document(s) evidencing Operator's
      right to possess and modify the Premises and a copy of all restrictions,
      if any, affecting the Premises and rights of Operator.

            (3) Such additional information as ARCO may request in order to
      prepare Plans or that Operator may deem pertinent.

      Upon receipt of the foregoing, as soon as reasonably practicable, ARCO
shall prepare standard construction Plans which shall include a site plan,
elevations and sections, ceiling plan, store fixture plan, interior floor finish
and color plan, heating, ventilation and air conditioning plan, sales and wall
counter plans, corner identification sign plan and applicable notes and details
for the foregoing. It shall be necessary for Operator to obtain an electrical
plan, which addresses the specific site requirements, from a local electrical
engineer or contractor or architectural firm prior to applying for applicable
permits. ARCO shall provide Operator with 3 sets of blueline and 1 set of
reproducible prints of preliminary and final construction documents for
Operator's use: additional copies of sets or parts of sets must be acquired by
Operator at Operator's expense from any vendor of Operator's choosing.

      It may be necessary for Operator to have the Plans modified in order to
meet local building codes and other requirements; ARCO does not represent that
the Plans shall be sufficient to meet such local requirements. All modifications
to meet local building codes and other requirements and other changes not
resulting from local requirements but requested by Operator, must be approved in
advance by ARCO. All changes, if any, not mandated by governmental authority but
requested by Operator must be submitted simultaneously as one consolidated guest
for modification of the preliminary plans. If modifications are mandated by
governmental authority, copy of the specific instructions to change the plans
must be submitted along with the request for change. ARCO is willing, within the
limitations set forth below, to make the approved modifications, or Operator
may, at Operator's expense have an architectural or engineering firm


                                     6 of 33
<PAGE>

of Operator's chasing make the approved modifications. If Operator elects to
have ARCO make the approved modifications, ARCO is willing to do so provided the
total cost of all plans incurred by ARCO in rendering this service to Operator,
including the cost of the 3 sets of blueline and 1 set of reproducible prints of
the preliminary plans and the final plans, does not exceed 520,000, and provided
further that any costs in excess of $20,000 be at Operator's expense and be paid
in advance before such excess costs are incurred. ARCO will seal final plans
developed by ARCO and provide 3 sets of blueline and 1 set of reproducible
prints.

            (c) Within 60 days after receipt of the standard Plans, Operator
shall apply for all licenses, permits, variances and other required governmental
approvals (collectively "permits") necessary for such construction or conversion
and Operator shall undertake construction or conversion at the earliest possible
date. Operator shall construct or convert the Store, as the case may be, in
accordance with the Plans and shall not make alterations or changes to the
Store, except with the prior written consent of ARCO, during the term hereof.

            (d) Operator shall obtain a license to sell beer and wine if
available in the jurisdiction in which the Store is located. The beer and wine
license must be obtained before ARCO installs or arranges to have installed
illuminated fascia up to ARCO's specifications shown on the Plans, the exterior
am/pm sign, sign pole and interior signage which consists of photo panels,
product area identifiers, striping, fast food menu board and other miscellaneous
decals, and a cigarette overhead merchandiser, if such licenses are available at
the time in the jurisdiction in which Operator's store is located. If a beer and
wine license is not available until construction is completed or the Store is
opened for business, ARCO shall proceed with the necessary work but Operator
shall nevertheless be required to pursue diligently efforts to obtain a beer and
wine license at the earliest possible date in which case the obtaining of a beer
and wine license as a condition to events contemplated in this Article 5,
however, shall be waived and not obtaining a license shall not serve as a ground
for termination by ARCO prior to the opening of the Store as provided in
subparagraph (f) below.

            (e) In the event Operator is not able to obtain permits required for
construction or conversion or a beer and wine license (if available), Operator
may terminate this Agreement before the commencement date only.

            (f) In the event Operator does not obtain the necessary permits for
construction or conversion within 12 months from receipt of the plans or does
not complete such construction or conversion, obtain a license to sell beer and
wine (if available prior to the Commencement Date) and satisfactorily complete
the initial training described in Article 16 within 24 months after receipt of
the Plans from ARCO including the installation of all equipment indicated in the
listing entitled "Store Equipment" in PART I, ARCO may terminate this Agreement.

            (g) In the event of such termination by Operator or in the event the
failure of Operator to obtain permits for and complete construction or
conversion within the prescribed time or to obtain a license to sell beer and
wine was for reasons not within Operator's control. ARCO shall return the
initial fee and any other funds paid to ARCO by Operator pursuant to or in
contemplation of entering into this Agreement, less ARCO's expenses incurred in
preparing the Plans, site evaluation and training. In the event Operator fails
to obtain permits for and complete construction or conversion or fails to obtain
a license to sell beer and wise within the time period specified under "(f)"
above for any other reason, ARCO shall return, unless ARCO's expenses exceed
one-half of the initial fee, one-half of the initial fee. If ARCO's expenses
exceed one-half of the initial foe, the initial fee shall not be refunded in
whole or in part upon termination, Operator shall return Plans to ARCO.

      5.03 As soon as reasonably practicable after Operator has completed
construction or conversion, obtained a beer and wine license (if available) and
satisfactorily completed the initial training, ARCO shall install or arrange to
have installed exterior illuminated building fascia up to ARCO's specifications
shown on


                                     7 of 33
<PAGE>

the Plans, and the exterior am/pm sign, sign pole and interior signage which
consists of photo panels, product area identifiers, striping, fast food menu
board and other miscellaneous decals, and a cigarette overhead merchandiser. If
Operator is not the sole and exclusive owner of the Premises, as a condition to
ARCO performing its obligations set forth in the preceding sentence, Operator
shall submit, in form satisfactory to ARCO, a consent of all owners of the
Premises to the modification of the Premises, and a waiver in recordable form,
of all claims of the owner, and any party claiming through or under the owner,
including any mortgagees, to any improvements installed by ARCO on the Premises
and consent to removal by ARCO of such improvements upon termination of the
am/pm franchise. After ARCO installs or arranges to have installed exterior
illuminated building fascia, the exterior am/pm sign, sign pole and interior
signage which consists of photo panels, product area identifiers, striping, fast
food menu board and other miscellaneous decals, and a cigarette overhead
merchandiser, and provides the additional items referred to in the second
sentence of this Section 5.03, ARCO shall issue the Notice of Final Inspection
and Readiness. If Operator fails to open the Store for business on the
Commencement Date as established by the aforementioned Notice of Final
Inspection and Readiness, in addition to any other remedies herein provided, at
its option, ARCO shall have the right to collect, as liquidated damages and not
as penalty, in addition to the minimum royalty fee, one thirtieth of the minimum
royalty fee per day for each calendar day Operator fails to open the Store for
business in accordance with the terms and provisions of this Agreement. In
addition, if Operator fails to open the Store for business within thirty (30)
days after the Commencement Date, ARCO may terminate this Agreement.

      5.04 Upon expiration of the term of this Agreement if this Agreement is
the initial Store Agreement for the Premises, Operator shall have the right to
be offered a subsequent franchise Agreement for the Premises which right can be
exercised by payment of the then-current initial fee or other fees which may
then be payable and by execution of a new franchise agreement and collateral
agreements on the terms and conditions then existing, which may differ
materially from those presently existing, provided that:

      (a)   Operator gives ARCO written notice of its election to be offered a
            subsequent franchise agreement not less than six months prior to the
            expiration of the term of the initial Store Agreement ("notice of
            election"); and

      (b)   Operator, at the time of the notice of election and at the end of
            the term of the initial Store Agreement is not in default of any of
            the terms or conditions of such Store Agreement or any other
            agreement between Operator and ARCO and has substantially complied
            with the terms and conditions of all such agreements during the term
            of such Store Agreement [including, but not limited to, attendance
            at and successful completion of ARCO's am/pm Refresher Training
            program within the 3-month period preceding the last month of
            Operator's current term]; and

      (c)   All of the Operator's accrued monetary obligations to ARCO have been
            satisfied and timely met throughout the term of the initial Store
            Agreement; and

      (d)   Operator is in compliance with the standards set forth in the
            Systems Manual and has made or has provided for, to ARCO's
            reasonable satisfaction, such renovation and modernization of
            Operator's Premises as ARCO may reasonably require, including,
            without limitation, signs, equipment, furnishings, and decor so as
            to reflect the then-current image required for new am/pm mini
            markets; and

      (e)   ARCO has not exercised its right to withdraw from marketing and to
            no longer maintain the am/pm mini market franchise in the relevant
            geographic area in which the Premises are located.


                                     8 of 33
<PAGE>

                                    ARTICLE 6

                          Premises and Store Equipment

      6.01 The am/pm mini market franchise granted hereunder is for the
operation of an am/pm mini market on the Premises set forth in PART I hereof
which must have prior approval from ARCO ("Premises") during the term hereof and
may not be relocated to another site.

      6.02 Operator is required to have installed on the Premises the equipment
shown on the list entitled "Store Equipment" attached to PART I ("Store
Equipment"). ARCO hereby agrees to loan and install or arrange to have installed
exterior illuminated fascia up to ARCO's specifications shown on the Plans, the
exterior am/pm sign, sign pole and interior signage which consists of photo
panels, product area identifiers, striping, fast food menu board and other
miscellaneous decals ("Loaned Store Equipment"), and a cigarette overhead
merchandiser. Operator agrees to install the Store Equipment on or before the
Commencement Date. All Store Equipment must meet ARCO's specifications,
including but not limited to specifications with respect to size, color and
quality. Operator may not install additional equipment, fixtures or machines
without the prior written consent of ARCO. Operator shall maintain all
equipment, including required and optional equipment, ready for use and in
operable condition and shall use or permit the equipment to be used only for its
intended use and only in a manner consistent with the manufacturer's
instructions, and Operator shall utilize the equipment and exert Operator's best
efforts to promote the retail sale of items or services for which the equipment
is designed. In the event that ARCO agrees to lease to Operator and Operator
agrees to lease from ARCO additional equipment during the term of this
Agreement, the list entitled "Store Equipment" attached to PART I shall be
revised accordingly by means of an amendment to this Agreement executed by both
parties hereto. Operator agrees not to remove any of the Store Equipment from
Store without the prior written consent of ARCO except in the event replacement
of the equipment is necessitated by malfunction, in which case Operator may
replace the equipment with equipment meeting the same specifications with
respect to size, color and quality as the equipment replaced. Operator shall
notify ARCO of any such replacement. Title to the Loaned Store Equipment shall
remain in ARCO at all times during the term hereof and Operator shall not suffer
or permit any levy, attachment or execution by Operator's creditors, including
taxing authorities, or by any person or entity having any interest in the
Premises to remain on such Loaned Store Equipment. ARCO reserves the right to
add or delete Equipment during the term of the Agreement and Operator will
install or remove such Equipment within 90 days after written notice from ARCO.

      6.03 Operator shall not operate other business within the am/pm mini
market or the building housing the am/pm mini market without the prior consent
of ARCO.

                                    ARTICLE 7

                                      Fees

      7.01 (a)   Operator shall pay ARCO an initial franchise fee in the amount
                  set forth in PART I upon the signing of this Agreement by
                  Operator.

            (b)   The initial fee is not refundable in whole or in part except
                  in the following circumstances:

                  (1) If this Agreement is for Premises at which construction of
                  or conversion to an am/pm mini market is contemplated, after
                  Operator executes the Agreement, ARCO shall have up to 90 days
                  to execute the Agreement ARCO shall not be obligated under the
                  Agreement until it is executed by ARCO. If ARCO has made
                  changes to the am/pm franchise between the time the offering
                  circular was given to


                                     9 of 33
<PAGE>

                  Operator and the time before the offering circular expires by
                  its own term and Operator has not yet executed the Agreement,
                  ARCO shall give Operator a new offering circular and a new
                  Agreement and related agreements reflecting any such changes
                  and Operator may elect to execute either the agreements
                  originally given to Operator or those reflecting the changes.
                  Operator may notify ARCO that Operator does not want an am/pm
                  franchise and wishes to revoke the Agreement at any time
                  before Operator is notified that ARCO has executed it. If
                  Operator does revoke before Operator is notified that ARCO has
                  executed the Agreement, ARCO shall return any initial fee paid
                  by Operator, less ARCO's costs incurred for site selection and
                  study and preparation of engineering and other plans for the
                  Premises and any other costs incurred by ARCO in contemplation
                  of Operator operating an am/pm mini market. If ARCO elects not
                  to execute the Agreement, ARCO shall return, in full, any
                  initial fee paid by Operator.

                  (2) In the event ARCO determines, in its sole opinion, that
                  Operator did not satisfactorily participate in or complete
                  ARCO's initial training program, ARCO may terminate the
                  Agreement and return the initial fee paid by Operator, less
                  ARCO's costs incurred for site selection and study and
                  preparation of engineering and other plans for the Premises,
                  if any, training and any other costs incurred by ARCO in
                  contemplation of Operator operating an am/pm mini market.

                  (3) In the event the Premises require construction or
                  modification to make them suitable for an am/pm mini market,
                  any initial fee paid by Operator less ARCO's costs incurred
                  for site selection and study and preparation of standard
                  engineering and other plans and training Operator shall be
                  returned to Operator if: (i) Operator terminates the Agreement
                  because Operator is unable to obtain all necessary
                  construction permits and, under certain conditions, a beer and
                  wine license; or (ii) ARCO terminates the Agreement because of
                  Operator's failure to obtain permits within 12 months from the
                  receipt of final plans and/or complete construction or
                  conversion of the Premises to suitable am/pm mini market
                  facilities within 24 months from the receipt of final plans,
                  for reasons not within Operator's control or Operator's
                  failure to obtain a beer and wine license, if available in the
                  jurisdiction in which Operator's am/pm mini market is located.
                  Except if ARCO's expenses exceed one-half of the initial fee,
                  in which case ARCO shall deduct its expenses as set forth in
                  the first sentence of this subsection (3), one-half of the
                  initial fee shall be returned to Operator if ARCO terminates
                  the Agreement because of Operator's failure to obtain permits
                  for and/or complete construction or conversion within the
                  prescribed time for any other reason.

                  (4) The initial fee shall be prorated on a monthly basis over
                  the term of the Agreement and shall be refundable or payable
                  on such prorated basis if ARCO terminates the Agreement for
                  the following reasons:

                        (i)   Operator's death;

                        (ii)  Operator's physical or mental incapacitation, for
                              more than 90 consecutive days, which renders
                              Operator unable to provide for the continued
                              proper operation of the am/pm mini market;

                        (iii) Condemnation or the taking, in whole or in part;
                              of the Premises pursuant to the power of eminent
                              domain;


                                    10 of 33
<PAGE>

                        (iv)  Destruction of all or a substantial part of the
                              Premises through no fault of the Operator, or,

                        (v)   A determination made by ARCO in good faith and in
                              the normal course of business to withdraw from and
                              to no longer maintain the marketing of Motor Fuels
                              through retail outlets or the am/pm mini market
                              franchise in the relevant geographic market area
                              in which Operator's am/pm mini market is located.

                        In the event Operator's initial fee is returned in whole
                  or in part for any of the foregoing reasons, no interest shall
                  be paid on the amount returned.

                  ARCO's policy with respect to the payment of the initial
            franchise fee for any term of the franchise offered in the future
            may differ from that set forth above and, accordingly, schedules of
            payments and due dates of payments shall be in accordance with
            ARCO's then current policy.

            (c) If this Agreement is for Operator's subsequent term of the
            Franchise at the Premises, one-half of the renewal fee is payable at
            the time Operator executes this Agreement and the other half is
            payable on the commencement date.

            ARCO's policy with respect to schedules of payments and due dates of
payments on account of the renewal fee for any term of the franchise offered in
the future may differ from those set forth above and, accordingly, schedules of
payments and due dates of payments shall be in accordance with ARCO's then
current policy.

      7.02 (a) Unless otherwise agreed to in writing by the parties, Operator
shall pay ARCO, as a monthly royalty fee, six percent (6%) of the monthly gross
sales, as that term is hereinafter defined, but not less than the minimum
royalty fee set forth in PART I; provided, however, that if Operator operates a
Store that is accessible to pedestrian traffic only, unless otherwise agreed to
in writing by the parties, commencing on the Commencement Date, Operator shall
pay ARCO, as a monthly royalty fee, five percent (5%) of the monthly gross
sales, but not less than the minimum royalty fee set forth in PART I.
Notwithstanding the foregoing, unless otherwise agreed to in writing by the
parties, in the event Operator operates the Store twenty-four (24) hours of
every day in any given calendar month, the monthly royalty fee for such a month
shall be five percent (5%) of the monthly gross sales, but not less than the
minimum monthly royalty fee set forth in PART I.

            The minimum monthly royalty fee is payable on the Commencement Date
and thereafter in advance on or before the first day of each calendar month
during the term of this Agreement. For any month this Agreement is in effect
which is less than a full calendar month, the minimum monthly royalty fee shall
be prorated on a daily basis.

            ARCO shall have the right to increase the amount of the royalty fee
at any time by up to one percent (1%) in any one calendar year in accordance
with ARCO's then prevailing royalty fee policy; provided, however, the total
increase during the term of this Agreement shall not be more than two percent
(2%). ARCO shall notify Operator not less than 90 days in advance of any such
change in royalty fee.

            (b) As used herein the term "gross sales" shall mean the total
      amount of the sales of Operator and any inventory variation calculated as
      described below.


                                    11 of 33
<PAGE>

                  (1) Gross sales shall be valued in United States currency,
            whether received in that form or otherwise, without deduction on
            account of any of the following:

                        (i) the cost of the goods sold, including taxes paid by
                  Operator in procuring goods for resale;

                        (ii) the cost of material used, labor or service cost,
                  interest paid, or any other expense; or

                        (iii) cost of transportation of the goods.

                  (2) Gross sales includes all cash, credits, property or other
            consideration received for:

                        (i) all sales of merchandise made from or in the Store
                  or in the immediate vicinity of the store, such as a cart or
                  sidewalk sale;

                        (ii) all compensation received for services performed
                  from or in the Store including but not limited to, commissions
                  and referral, commissions on lottery and lotto tickets
                  (including all payments by state agencies for the sale of
                  tickets and for the redeeming of winning tickets), handling
                  and placement fees and fees for placement of coin operated and
                  other machines; and

                        (iii) all rentals of equipment or merchandise.

                  (3) The inventory variation shall be determined each time a
            physical inventory is taken of merchandise currently held for sale
            in the Store: as required in Section 15.03 (b). The inventory
            variation is defined as either the inventory gain (physical
            inventory value is greater than book inventory) or the inventory
            loss (book inventory value is greater than physical inventory). The
            inventory variation subject to gross sales calculation for royalty
            reporting is the inventory variation in excess of the allowable
            variation. Detailed calculations for variations and allowable
            variations are further described in the Store Systems Manual.

                  (4) The following are not included in gross sales:

                        (i) gasoline and other motor fuel sales, if any,
                  including all applicable motor fuel and sales taxes;

                        (ii) any deposits refunded to customers;

                        (iii) sale price of property returned by customer when
                  the full sale price is refunded either in cash or credit.
                  Where the customer is required to exchange returned
                  merchandise for other new merchandise, the cashier is required
                  to ring the sale of the new merchandise on the register and
                  the sale of the new merchandise is included in gross sales
                  subject to royalty. For the purpose of this paragraph, refund
                  or credit of the entire amount shall be deemed to be given
                  when the purchase price less rehandling and restocking costs,
                  is refunded or credited to the customer;

                        (iv) the amount of any tax imposed by the United States
                  or any city, county, state, or other governmental entity or
                  agency or instrumentality thereof upon or with respect to
                  retail sales of tangible personal property measured by a
                  stated


                                    12 of 33
<PAGE>

                  percentage of sales price or gross receipts, whether imposed
                  upon the Operator, as a seller, or upon the customer, as a
                  purchaser.

                        (v) for newly constructed or converted am/pm mini
                  markets only, store sales made during the first 7 days of the
                  term of the franchise, i.e., during the period comprised of
                  the Commencement Date as established by the "Notice of Final
                  Inspection and Readiness" and the next succeeding 6 days of
                  initial operation.

                        (vi) store sales made during an eligible Grand Opening
                  Event for a new store, or for an existing store, following
                  completion of ARCO-approved remodeling or rebuilding. An
                  eligible Grand Opening Event, which event is not to exceed
                  seven consecutive days, is more fully described in Article
                  14.02 hereof.

      Any monthly royalty fee due in excess of the minimum monthly royalty fee
shall be payable on or before the tenth (10th) day of the calendar month
succeeding the month in which the sales were made for which said fee is due.
Payment of the royalty fee shall be made in accordance herewith and with forms
and procedures set forth in the Systems Manual.

      7.03 Operator shall pay to ARCO a security deposit in the amount set forth
in PART I on or before the Commencement Date of this Agreement. If Operator
shall be in default at any time in the performance of any of the terms and
conditions of this Agreement, ARCO, at its option, shall have the right, in
addition to any other remedy, it may possess either at law or at equity or under
the terms of this Agreement, to correct said default and deduct any cost or
expense in connection therewith from said security deposit. Immediately upon
application of all or part of said security deposit toward any such cost or
expense, Operator shall pay to ARCO an amount equal to that portion of the
security deposit so applied so as to restore the security deposit to the amount
stated above. Except as provided herein, the security deposit, less any
depletion because of default by Operator or deduction for accidental or
malicious physical damage to the Loaned Store Equipment repaired by ARCO, shall
be refunded to Operator without interest upon termination of this Agreement.

      7.04 Unless otherwise agreed to in writing by the parties, commencing on
the Commencement Date, Operator shall pay an advertising and promotion fee for
each month equal to 4.5% of Operator's gross sales. ("Gross Sales" is defined in
Section 7.02 above.) At any time during the term hereof, on thirty (30) days'
prior written notice to Operator, ARCO may increase or decrease the advertising
and promotion fee, but the total advertising and promotion fee may not be
increased to more than five and one-half percent (5.5%) at any time during the
term of this Agreement and ARCO may not increase the fee by more than one
percent (1%) in any calendar year. The advertising and promotion fee is payable
on or before the tenth (10th) day of the calendar month succeeding the month in
which sales were made upon which the fee is calculated. In addition, Operator
may be required to pay shipping costs, plus the cost of replacement signs, if
Operator requests duplicate signage.

      7.05 Any fees and other amounts due and owing ARCO pursuant to this
Article and any other provisions of this Agreement shall be paid when due by
Operator to ARCO, at ARCO's option to ARCO's address set forth in the Systems
Manual or ARCO's representative, by U.S. Postal money order, other money order
approved by ARCO, business check, cashier's check, wire transfer or electronic
funds transfer initiated by ARCO, whichever ARCO directs and which may change
from time to time at ARCO's sole discretion. Operator's financial institution
through which payment by electronic funds transfer initiated by ARCO is made
must be a member of NACHA (The National Automated Clearing House Association).
If any Agreement between Operator and ARCO requires or permits payment by check,
all checks shall be made payable to "ARCO" or "Atlantic Richfield Company," and
to no other person, film, or entity. If such Agreement requires or permits
payment by wire transfer, all such payments shall be made to "ARCO Products
Company, c/o


                                    13 of 33
<PAGE>

Citibank NA. For Credit to APC National Credit #4051-4874, New York, New York
10043," and to no other bank or account number unless so advised in writing by
the Credit Manager, ARCO Products Company. If such Agreement requires or permits
payment by automated clearing house ("ACH"), all such payments shall be made to
"ARCO Products Company, c/o Citibank Delaware, For Credit to APC National Credit
- ACH #3815-2114, New Castle, Delaware 19720," and to no other bank or account
number unless so advised in writing by the Credit Manager, ARCO Products
Company. If such Agreement requires or permits payment by electronic funds
transfer ("EFT"), all such payments shall be made in strict accord with
procedures established and promulgated by the ARCO Products Company credit
department. Operator agrees to indemnify ARCO for any loss or expense caused by
Operator's failure to comply with this Paragraph. Payment shall be deemed made
when, and only when, its receipt has been verified by ARCO. Receipt by ARCO of
any monies due ARCO after notice of termination or nonrenewal does not
constitute a waiver by ARCO of such notice of termination or nonrenewal.

                                    ARTICLE 8

                Licenses, Permits, Taxes and Compliance with Laws

      8.01 Operator agrees to obtain, post as required, and maintain, at its
expense, all permits and licenses necessary for the operation of the Store and
Store Equipment including, without limiting the foregoing, all permits and
licenses required for selling beer and wine, if available pursuant to applicable
laws and regulations, and for signs used or installed by Operator; Operator
agrees to pay promptly when due and to hold ARCO harmless from all ad valorem
taxes assessed upon the Premises and all fees, and sales, use, rental, gross
receipts, inventory, excise, income, business and occupation and any other taxes
(including interest, penalties and additions to tax) imposed by any federal,
state or local governmental authority upon Operator or ARCO (except those taxes
based upon or measured by the net income of ARCO) in connection with the
operation of the Store or in connection with any payments made pursuant to this
Agreement. Operator agrees to pay promptly when due and to hold ARCO harmless
from any taxes (including interest, penalties and additions to tax) imposed upon
any property of Operator located at or used in connection with the operation of
the Store. Operator agrees to pay promptly when due and to hold ARCO 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 for the
use of any loaned property. Operator further agrees not to do any act which may
result in the suspension or revocation of any permit or license required for the
operation of the Store. Operator shall furnish to ARCO, promptly upon request,
any documentation, which in ARCO's sole 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 cancelled checks.

      8.02 Operator shall at all times operate the Store and Premises in strict
accordance with all applicable federal, state and local laws, ordinances, rules,
regulations and lawful directives or orders of public officials administering
such laws. Operator agrees to immediately notify ARCO, in writing, of any
citations, notices of violation or other communications alleging violations of
federal, state or local laws, ordinances, rules, regulations, directives or
orders, affecting the operation of the Store and Premises.

      8.03 Operator represents and warrants that as of the date hereof Operator
is in compliance with all leases, contracts and agreements affecting the
Premises and Operator's use and possession of the Premises.

                                    ARTICLE 9

                                    Utilities


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<PAGE>

      9.01 Operator shall be solely responsible for all costs of and taxes and
assessments on utilities used at or provided to the Store.

                                   ARTICLE 10

            Appearance, Housekeeping, Maintenance and Right of Entry

      10.01 Operator shall comply with the housekeeping and maintenance
provisions set forth in the Systems Manual and shall maintain the Premises,
Store and Store Equipment in a clean, orderly, safe, sanitary and operable
condition.

      10.02 In addition to the requirements of Section 10.01, Operator shall
perform all maintenance, repairs, and replacement, as necessary, of the
Premises, Store and Store Equipment, including but not limited to Loaned Store
Equipment. Replacement equipment must meet ARCO's then-current specifications.
Operator shall immediately report to ARCO each incidence of accidental or
malicious physical damage to Loaned Store Equipment and shall provide ARCO with
the names, addresses, driver's license and insurance policy information of the
person(s) causing such damage. As used herein, accidental and malicious physical
damage shall exclude damages by the elements and acts of God. ARCO shall make
all necessary repairs and replacements to the Loaned Store Equipment resulting
from each such incidence of accidental or malicious physical damage and deduct
all costs so incurred from Operator's security deposit and shall pursue
collection from the person(s) reported by Operator to ARCO as having caused such
damages. Immediately upon such deduction of costs so incurred, Operator shall
pay to ARCO an amount equal to that portion of the security deposit so deducted
so as to restore said security deposit to the amount set forth in PART I.
Operator agrees to execute and deliver any instruments and papers and do
whatever else is necessary or required in order for ARCO to pursue such
collection efforts on behalf of Operator for the amount deducted from Operator's
security deposit. If ARCO's collection efforts result in repayment for all costs
incurred by ARCO in making all necessary repairs and replacements for such an
incidence and in collecting such repayment, ARCO shall reimburse Operator for
the amount deducted from Operator's security deposit. If ARCO's collection
efforts result in partial repayment for all such costs incurred, ARCO shall
reimburse Operator only to the extent that the amount collected and the amount
deducted from Operator's security deposit taken together exceed the total amount
of cost of collection and of repair and replacement incurred by ARCO. Operator
shall return all Loaned Store Equipment to ARCO at the termination or expiration
of this Agreement in the same condition which existed at the time the Loaned
Store Equipment was delivered to Operator, subject to normal wear and tear.

      Notwithstanding the foregoing, in the event of destruction of the Premises
to the extent that the normal authorized uses are no longer practicable, either
party may terminate this Agreement within 120 days of such destruction by giving
the other party written notice. The effective date of such termination shall
relate back to the date of destruction.

      Accidents occurring at the Premises resulting in personal injury are to be
reported in writing immediately to ARCO; such reports shall include names and
addresses of people involved, names of insurance companies involved, or
potentially involved, and details of the accident.

      10.03 Operator shall allow ARCO the right of entry at all reasonable times
and the right to remain on the Premises for examination and inspection of the
Premises, Store, Store Equipment, Operator's books, records and reports and for
any and all other purposes contemplated by any other provisions of this
Agreement. ARCO shall have the right upon at least one (1) day's oral notice to
enter upon the Premises in order to maintain, repair or replace the Loaned Store
Equipment in the event Operator fails to maintain, repair or replace such
equipment as required by Section 10.02 above and in order to change, alter or
modify its service marks, service names and other similar indicia. ARCO may
charge Operator ARCO's reasonable cost


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<PAGE>

incurred in performing such maintenance and repair and the full replacement
cost, without discount or adjustment for any difference between the remaining
term of the franchise and the useful life of the equipment

      10.04 ARCO shall not be liable to Operator for injury to or sickness or
death of Operator or any other person or persons or for the damage to Operator's
property or property of others caused by any fire, breakage, failure of or other
casualty occurring to refrigeration equipment, or leakage in any portion of the
Store, or from water, rain or snow that may leak into, issue or flow from any
part of the Store, or from drains, pipes or plumbing work in the Store, whether
such injury or damage is caused by the failure of ARCO to make repairs or
otherwise.

      10.05 Except for the time routinely necessary for patrons of the
authorized businesses, conducted by Operator on the Premises to conclude
purchase transactions in a prompt and efficient manner, Operator agrees not to
permit any person(s), including children, teenagers and off-duty employees of
Operator, to loiter, i.e. spend time idly or otherwise linger in an aimless way,
on or about the Premises.

      10.06 Operator shall continuously operate the required Video Surveillance
equipment for its intended purpose consistent with the manufacturer's
instructions and ARCO's specifications and maintain at all times the equipment,
including all of its components, in good working order.

                                   ARTICLE 11

                             Indemnity and Insurance

      11.01 Operator agrees to indemnify, hold harmless and defend ARCO from and
against all claims, losses and damages for personal injury or death (whether to
third persons, employees of Operator, contractors or agents of Operator), or
damage to property, occurring on the Premises, or arising out of Operator's use
or occupancy of the Premises, or arising out of Operator's use, custody or
operation of the Store, Store Equipment, Loaned Store Equipment, or any other
equipment on the Premises excepting any damage or loss caused solely by the
negligence of ARCO or solely by ARCO's failure to perform its obligations
hereunder.

      11.02 During the period this Agreement is in effect, Operator further
covenants and agrees that Operator shall procure and maintain, at its expense,
in full force and effect with a financially responsible insurance company, (1)
Workers' Compensation Insurance, including Occupational Disease in accordance
with the laws of the State in which the franchise is located, and Employers'
Liability Insurance with limits of not less than $100,000 per person and
$100,000 per accident; and (2) General Liability Insurance with contractual
liability, insuring the indemnity provision set forth in this Agreement, with
products-completed operations coverage [with liquor law liability if Operator
sells or dispenses alcoholic beverages] with limits of not less than $1,000,000
applicable to personal injury, sickness or death in any one occurrence and
$200,000 for loss of or damage to property in any one or a combined single limit
of not less than $1,000,000 in any one occurrence; Operator shall name ARCO as
an additional named insured under Operator's General Liability Insurance Police.
The General Liability Policy shall contain a contractual liability endorsement
insuring Operator's obligation to indemnify ARCO pursuant to Section 11.01.
Operator shall furnish ARCO, at its address shows herein, certificates of
insurance evidencing the above-required insurances, and providing that
Operator's contractual liability to ARCO as set forth in Section 11.01 above is
covered by such policy or policies and that no such policy or policies may be
cancelled or changed materially without at least thirty (30) days' prior written
notice to ARCO. ARCO reserves the right, from time to time, to revise the above
stated amounts of insurance required to be maintained by Operator.

                                   ARTICLE 12


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<PAGE>

                         Promotions, Signs and Uniforms

      12.01 Operator agrees to display signs and other promotional material
solely in a manner as prescribed or authorized by ARCO. The color, size, design
and location of said signs shall be as specified by ARCO. Operator shall not
place additional signs or posters in, on or about the Store and Premises without
prior written consent of ARCO.

      12.02 In executing this Agreement, Operator assigns to ARCO Operator's
rights to directly receive marketing, advertising, promotional, volume and
retail display and placement allowances offered by any manufacturers or
suppliers of products to Operator, excluding volume discounts given off invoice
by any manufacturer or supplier and payment for magazine rack placement. Using
funds collected from Operator pursuant to Section 7.04 and from other am/pm
Operators and using funds collected as promotional and other allowances, ARCO
shall arrange or provide advertising and promotion which may, in ARCO's sole
discretion, include local or regional advertising placed by ARCO, advertising
copy and designs for use of Operator, display or other allowances to Operators,
handbills, flyers, brochures, signs, point of purchase, billboards, high rise
signs, other materials and marketing research. ARCO's obligation to provide the
foregoing shall be limited in cost to the amount of the advertising and
promotion fee paid by Operator and funds collected as promotional and other
allowances. The entire amount of the advertising and promotion fee paid by
Operator and of promotional and other allowances shall be used by ARCO for the
expense of advertising and promotion at such times and in such manner as ARCO
solely determines. All promotion and advertising of the am/pm trademarks and
service marks, wherever located and in whatever form, shall be deemed to benefit
Operator. ARCO shall make no accounting to Operator of the expenditure of
advertising and promotion fees or promotional and other allowances. ARCO may
condition Operator's eligibility for and receipt of promotional, display and
other allowances on Operator's observance of maximum retail selling prices
determined by ARCO or maximum gross profit margins determined by ARCO or a
reduction in Franchisee's retail selling price commensurate with the amount of
the allowance.

      12.03 Operator and Operator's employees shall be attired in clean, neat
uniforms, meeting ARCO's minimum required specifications at all times while
working in the Store, as set forth in the Systems Manual and the Ancillary
Equipment Specifications Manual. Operator, Operator's transferee and Operator's
successor-in-interest must order the initial supply of 20 uniforms while
attending ARCO's training program at ARCO's training center. In the case of
Concurrent Operations, Operator's employees assigned to perform duties
associated with the operation of a particular franchise are required to be
attired in the uniform of that franchise.

      12.04 Operator shall acquire items specified by ARCO as part of the
Merchandising Accessories Items Required. ARCO shall give to Operator a list of
the specified items prior to Operator's execution of this Agreement. Operator
may purchase the items from any licensed supplier, so long as they meet ARCO's
specifications, which ARCO shall provide to Operator upon request. Operator,
shall maintain all merchandising accessories items required in a clean, workable
and presentable condition throughout the term of the franchise. Operator shall
sell products bearing ARCO's marks, including fountain drinks, frozen desserts,
hot chocolate, coffee, hot prepared foods, milkshakes, etc., in standardized
containers bearing ARCO's marks and Operator shall use only self serve napkins
and carry-out food trays bearing ARCO's marks at the Store. Such containers,
napkins and carry-out food trays may be purchased from any responsible vendor
licensed by ARCO and shall meet ARCO's specifications as to type, quality, and
style and shall bear the am/pm marks. ARCO shall, upon written request by
Operator or a vendor, license any responsible vendor upon a showing that the
specifications shall be met and that the terms of license are satisfactory.

                                   ARTICLE 13

           Inventory, Working Capital and Required Foods and Beverages


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<PAGE>

      13.01 Operator shall at all times maintain merchandise inventory of a
type, quality, quantity and variety as provided in the Systems Manual. ARCO
reserves the right to disapprove certain products and/or services in the event
that, in ARCO's sole discretion, such products and/or services reflect
unfavorably on the am/pm image.

      13.02 Operator shall at all times maintain working capital in an amount
sufficient for the payment of current operating expenses as provided for in the
Systems Manual.

      13.03 Operator shall be required to continuously offer for sale a
reasonable inventory of certain prepared foods, frozen desserts and beverages in
quantities sufficient to meet customer demand. The items specified by ARCO are
set forth in the Section entitled "Required Foods and Beverages" of the Chapter
entitled "Food Specifications" of the am/pm Store Systems Manual.

                                   ARTICLE 14

                             Merchandising Services

      14.01 From time to time, ARCO shall provide Operator with a list of
merchandise vendors suggested by ARCO, a list of merchandise items recommended
by ARCO for purchase by Operator, and merchandising recommendations. A suggested
electronic file or the product file will also be available for the operation of
the Point of Sale scannable register(s).

      14.02 ARCO shall reimburse Operator for one-half of Operator's
expenditures, if any, but not more than two thousand dollars ($2,000)
reimbursement, for eligible grand opening advertising which may include any of
the following types of media selected by Operator, handbills and flyers,
including the cost of preparation, printing and distribution thereof direct mail
advertisements, including mailing lists and postage; local newspaper
advertisements; special promotional equipment; give away items; special services
such as clowns; and radio advertising. All handbills, flyers, direct mail
advertisements, newspaper advertisements and radio advertising must use ARCO's
approved formats, which shall be supplied to Operator. To be eligible for
reimbursement, such grand opening advertising, which event is not to exceed
seven consecutive days, must be conducted following completion of original
construction of the Store between the seventh (7th) and the ninetieth (90th)
days after the Commencement Date or within ninety days following completion of
ARCO approved remodeling or rebuilding of an existing store. Requests for
reimbursement must be submitted by Operator to ARCO within 90 days following the
conclusion of the grand opening event.

      14.03 Operator is free to set its own prices for products and services
provided, however, that ARCO reserves the right to set a maximum retail selling
price on products and services and Operator agrees to sell such products and
services for no more than the maximum retail selling price determined by ARCO.

                                   ARTICLE 15

          Books, Records, Reports, Fee Verification, Reviews and Audits

      15.01 For the purposes of ascertaining the amount of the fees due and
payable by Operator pursuant to this Agreement, Operator shall maintain true and
accurate business records, reports, accounts, books and data (collectively
referred to herein as "business records") pertaining to the operation of the
Store, as more fully described in the Systems Manual. Except for records which
Operator may be required to retain and maintain on the Premises at all times
pursuant to governmental requirements or other provisions of this agreement or
other agreements between ARCO and Operator, upon 24-hour notice from ARCO to
Operator; Operator shall make Operator's complete business records available at
the Store and on the Premises and


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<PAGE>

shall permit ARCO and its representatives to enter the Premises and the Store to
examine Operator's business records at all reasonable times. In addition, in
executing this Agreement, Operator grants ARCO the right to electronically
collect certain sales data via Operator's point-of-sale ("P.O.S.") system,
including scanning devices, for purposes of verifying fees and analyzing sales,
as more fully described in the am/pm Store Systems Manual.

      15.02 The acceptance by ARCO of the monthly royalty fee and advertising
and promotion fee paid by Operator shall be without prejudice to ARCO's right to
examine Operator's business records of its gross receipts and inventories of
food and other merchandise at the Store in order to verify the amount of the
monthly royalty, advertising and promotion fees payable by Operator to ARCO. In
addition, at any reasonable time, upon twenty-four (24) hours' prior written
notice to Operator, ARCO and its representatives may enter the Store and remain
in the Store for the time necessary to perform fee verification reviews or
audits of Operator's business records relating to the Store for the period
covered by any statement required to be issued by Operator. If a reviewer
dispatched by ARCO to Operator's am/pm mini market is tenable to perform a
review or audit due to missing or incomplete business records, Operator shall be
required to pay ARCO its reasonable costs incurred in attempting to perform a
review or audit. Without in any way limiting ARCO's right to review or audit or
the grounds for or frequency of reviews or audits of Operator's business
records, if Operator fails to submit to ARCO the bookkeeping information
required to be submitted in accordance with the am/pm Store Systems Manual, ARCO
shall have the right to review or audit Operator's business records every six
months or more frequently, to verify royalty fee and advertising and promotion
fees due to ARCO and, in such event, regardless of whether or not such reviews)
or audit(s) disclose(s) a deficiency, Operator shall be required to pay ARCO its
reasonable costs in performing such review(s) or audit(s). ARCO may conduct
mystery shops at Operator's location to determine compliance with the terms and
conditions of the franchise; in the event such mystery shops result in a fee
verification review/audit, regardless of whether such review discloses a
deficiency, Operator shall be required to pay ARCO its reasonable costs in
performing the review, including the then-current cost of the mystery shops
(currently $36 each). If a review or audit discloses a liability for royalty,
advertising and promotion fees due to ARCO, Operator shall pay promptly the
amount of the deficiency. If the sales amount from which the deficiency is
derived is two percent (2%) or more in excess of the sales actually reported for
royalty purposes by Operator for such a period, Operator shall promptly pay to
ARCO, as liquidated damages and not as a penalty, the cost of the review or
audit in addition to the amount of the deficiency, plus interest at the highest
legal rate and, in addition, ARCO, at its option, tray terminate this Agreement
upon not less than five (5) days' prior written notice to Operator of ARCO's
election to do so. Prior to giving its written consent to the transfer or
assignment of the Store Agreement, ARCO has the right to review or audit
Operator's business records.

      In executing this Agreement, in connection with any fee verification
review or audit of Operator's books and records, Operator authorizes all vendors
of Operator to submit to ARCO copy of any and all invoices evidencing sales of
merchandise to Operator and Operator agrees to execute any authorization for
release of such invoices to ARCO as may be required in order for ARCO to obtain
such invoices. ARCO may also exercise its right to examine invoices direct from
vendors via Operator's release at any time.

      In executing this Agreement, in connection with any fee verification
review or audit of Operator's books and records, Operator agrees to provide ARCO
copies of State and Federal tax returns and schedules pertaining to Operator's
am/pm Franchise and to execute any authorization to the tax agencies as may be
necessary for ARCO to obtain such tax returns and schedules directly from the
tax agencies.

      In addition, in executing this Agreement, in connection with any fee
verification review or audit of Operator's books and records, Operator
authorizes all banks and other financial institutions of Operator to submit to
ARCO copies of all bank or other financial institution statements and cancelled
chocks reflecting cash accounts of Operator that pertain to Operator's am/pm
franchise and Operator agrees to execute any


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<PAGE>

authorization for release of statements and cancelled checks to ARCO as may be
requited in order for ARCO to obtain such statements and cancelled checks.

      15.03 Operator shall have physical inventories performed and shall provide
reports, statements and data to ARCO as described below and as described more
fully in the Systems Manual.

            (a) Operator shall provide periodic reports relating to royalty fee
      calculations.

            (b) Once every two months (at approximately 60-day intervals),
      Operator shall have performed a physical inventory at retail value of
      merchandise held for sale in the Store by an independent inventory
      service. ARCO reserves the right, upon 15 days' prior written notice to
      Operator, to increase or decrease the interval at which physical
      inventories must be performed. Unless prior written approval has been
      obtained, merchandise off-premises shall not be included in the physical
      inventory count. Operator shall submit to ARCO a statement by the service
      performing the inventory of the total amount of inventory in the Store.

            (c) In order for ARCO to verify fees due and develop merchandising
      recommendations for Operator and information for, the benefit of all am/pm
      franchises, Operator shall provide to ARCO, or to an accounting service
      designated by ARCO, such reports and data as are reasonably requested by
      ARCO for such purposes and as are more fully described in the Systems
      Manual. Such reports and data shall be in a format as designated by ARCO
      and transmitted to ARCO, at ARCO's option, either by diskette or
      electronically.

      15.04 ARCO shall make available to Operator the am/pm Franchise Accounting
System ("F.A.S."), which Operator is required to use, and other bookkeeping,
accounting and physical inventory services. Such services are more fully
described in the Systems Manual. Except for F.A.S., which Operator is required
to use, Operator may elect not to use the other bookkeeping, accounting and
inventory services offered by ARCO and may obtain, at its expense, any other
bookkeeping, accounting and inventory services for Operator's business as
Operator desires. Operator shall nevertheless be required to provide to ARCO, or
to an accounting service designated by ARCO, the information referred to in
Section 15.03.

      15.05 The provisions of Article 15 shall survive termination or expiration
of this Agreement.

                                   ARTICLE 16

                                    Training

      16.01 All training courses, program and tests offered by ARCO shall be
given only in the English language and therefore, in order to successfully
complete any such courses, programs and tests, an ability to read, communicate
in and comprehend English is necessary. Passing an English proficiency test is
required.

      Unless otherwise indicated, all training programs described herein shall
be conducted at ARCO's facilities in La Palma, California, or, at ARCO's option,
at such other locations as ARCO may establish and may include nighttime hours in
connection with on the job training at an am/pm mini market.

      All expenses, including, but not limited to transportation, meals and
lodging, incurred by Operator or employees, of Operator in connection with
attendance of Operator or employee(s) of Operator at any of ARCO's training
programs must be borne by Operator.


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<PAGE>

      The person(s) required to attend and satisfactorily complete the training
programs described below are identified herein as follows:

      1.    Operator

            For purposes of this Article, "Operator" shall mean:

            o     The sole proprietor, if Operator is a sole proprietor;
            o     All partners or the Operational Designee as designated by the
                  partnership in PART I, Section 16.01 (a) of the Store
                  Agreement, who must also be a partner, if Operator is a
                  partnership; in the case of limited partnerships, the
                  Operational Designee must be the general partner, or if more
                  than one, one of the general partners;
            o     All by the corporation in PART I, Section 16.01 (a) of the
                  Store Agreement, who must be an officer or a shareholder, if
                  Operator is a corporation;
            o     All members or the Operational Designee as designated by the
                  limited liability company [("LLC"), in States where allowed]
                  in PART I, Section 16.01(a) of the Store Agreement, who must
                  be a manager or member of the LLC, if Operator is a LLC.

                  The Operational Designee, if one is designated, may, but need
                  not be the same person designated by the corporation as the
                  Corporate Designee or by a LLC as the LLC designee in PART I,
                  Section 17.02 of the Store Agreement (a Corporate Designee
                  must be an officer or director and own the largest percentage
                  of shares in the corporation; a LLC Designee must be the
                  member owning the majority ownership interest in the LLC). If
                  no Operational Designee is designated, all partners in a
                  partnership (in the case of a limited partnership, the general
                  partner, or if more than one, the general partners), all
                  shareholders in a corporation or all members in an LLC must
                  successfully complete the training programs.

      2.    Assignee(s) of Operator

      3.    Successor(s)-In-Interest to Operator

      4.    Employee(s) of Operator, under the circumstances described below: If
            Operator has more than one am/pm mini market, Operator must have one
            employee who has attended and successfully completed an four week
            am/pm Store Manager training program and who is employed on a full
            time basis at each store.

      16.02 Following is a description of ARCO training programs in connection
with the operation of am/pm mini markets:

            Initial Franchisee Training Program

      Unless Operator, Operator's successor-in-interest, Operator's assignee, or
any employee of Operator required to be trained as Operator, has successfully
completed ARCO's initial franchisee training program, such person(s) must attend
and satisfactorily complete ARCO's current initial franchisee training program
before beginning operation of the store.

      Payment of the initial franchise fee (but not the renewal fee) includes
training for two people in the operation of an am/pm mini market.


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      The initial franchisee training program is currently seven weeks, but may
be increased or decreased at ARCO's election, and may include nighttime hours in
connection with on the job training at an am/pm location.

      The initial franchisee training program shall include instruction in
general store management including personnel matters, customer service,
merchandise control, bookkeeping and accounting and other subjects relating to
the general operation of a retail store featuring convenience store service.

      Except for Operator's successor(s)-in-interest and Operator's assignee(s),
who are required to pay tuition for the initial franchisee training program at
the then-current rate (currently the tuition for the 7-week program is $15,000),
no tuition shall be charged for the initial training program for Operator, or
for one or two employees eligible for training if they attend before or within
thirty-six (36) months after the Commencement Date of the initial Store
Agreement between Operator and ARCO for the Premises. Attendance by additional
persons shall be subject to tuition payable by Operator at the current rate. The
current tuition is $7,500 per additional person, but that is subject to
increase. Tuition must be paid, at ARCO's then-current rate for initial
training, for more than two persons, regardless of whether such persons in
excess of two are partners, shareholders or eligible employees of Operator. If
the franchise is transferred within thirty-six (36) months, a separate training
fee must be paid by the transferee even if only one person has been trained up
to that time.

      If Operator has previously successfully completed initial franchise
training program and, accordingly, Operator is not required to attend and does
not attend the initial franchisee training program, Operator may elect to have
one or two employees attend.

      ARCO may terminate this Agreement at any time prior to or on the
completion of Operator's initial training if, in ARCO's sole opinion, Operator
does not participate in or does not complete the training program in a manner
satisfactory to ARCO. In the event of such termination, ARCO shall return the
initial fee or any other funds paid to ARCO by Operator in connection with this
Agreement, less ARCO's expenses incurred in studying the site, preparing
engineering and architectural plans for the premises, training and any other
costs incurred in contemplation of Operator operating an am/pm Store.

      am/pm Store Manager Training Program

      If Operator has more than one am/pm mini market. Operator must have one
employee for each store who has attended and successfully completed an four week
am/pm Store Manager training program employed on a full time basis at each
store. Such am/pm Store Manager training program must be successfully completed
prior to the opening of such stores.

      ARCO offers to train one employee for each such store in the am/pm Store
Manager training program. The tuition fee for the first employee so trained for
each such store shall be $5,000 .

      If the Store Manager trained by ARCO is no longer employed at the Store,
Operator must replace such trained Store Manager with another trained Store
Manager within two months of the date such Store Manager is no longer employed
at the Store or the franchise may be terminated. Operator shall be responsible
for payment of tuition for training of any such replacement Store Managers
(currently, tuition for training of any such replacements is $5,000, but that
amount may be increased in the future).

      Additional Training Requested by Operator

      ARCO may, but is not required to, also provide Operator or Operator's
employees such additional initial training or special instruction requested by
Operator at such time and place and for such duration as


                                    22 of 33
<PAGE>

may be mutually convenient, provided, however, that the cost of such additional
instruction, including transportation, food, lodging and reasonable charges for
time and services of ARCO shall be borne by Operator.

      Additional Training Required by ARCO

      Additional training required by ARCO in connection with changes to
programs or new programs or equipment added during the term of this Agreement,
ARCO may require Operator to attend additional training not to exceed eight (8)
hours per training session. Such required training shall be tuition free except
that if Operator does not attend the training session at the time offered and
reasonably notified by ARCO, Operator may be required to pay a fee not to exceed
$1,000 to attend training.

      Employee Training System

      ARCO is in the process of developing a replacement system for the Employee
Training System, which replacement system will be required when available. It is
estimated that the replacement system will use CD-Rom technology and will be
utilized with personal computers. The current cost for the training materials is
estimated to be $1,000 but may be subject to change.

                                   ARTICLE 17

                             Assignment and Transfer

                     A. ASSIGNMENT AND TRANSFER BY OPERATOR

      17.01 Operator may not transfer or assign this Agreement or any of
Operator rights, duties or obligations hereunder and Operator's interest in the
real property and improvements, in whole or in part, without first offering the
same to ARCO. The offer must be in writing and must specify the total purchase
price, including a breakdown of the amount for real property, equipment and
goodwill, with copies of purchase and sale agreements and leases associated with
the real property, improvements and equipment and must also include the name and
address of the proposed buyer. The offer will not have been made until the
foregoing information is received by ARCO. ARCO shall have 30 days from receipt
of the complete written offer to accept the offer by agreeing in writing to pay
the total purchase price minus the amount of the transfer fee payable to ARCO in
the event of an assignment to a third party. If ARCO does not accept the offer
within 30 days, operator may assign to a third party subject to ARCO's prior
written consort. If Operator offers a lower price or more favorable terms which
have the effect of a lower price to the third party, ARCO's right of first
refusal shall be triggered again and Operator must make the offer to ARCO. If
Operator's proposed assignee has not enrolled in the next available training
school within 90 days after making the original offer to ARCO, the request
assignment will be considered abandoned by the Operator. A further request for
assignment will again trigger the right of first refusal. If the assignment has
not been completed within 210 days after making the original offer to ARCO, the
request for assignment will be considered abandoned by the operator. Any further
request for assignment will again trigger the right of first refusal. All
communications between ARCO and Operator with regard to the assignment, right of
first refusal, offers, withdrawals, changes in terms and acceptances must be in
writing. In any event, Operator may not assign this Agreement and Operator's
interest in the real property and improvements without the prior written consent
of ARCO, which consent shall not be unreasonably withheld. In order to allow
ARCO adequate time to process an assignment request, any such request for ARCO's
consent to an assignment received 45 days or less before the expiration of the
Store Agreement shall be considered for a subsequent Store Agreement between
Operator and ARCO, if such subsequent Agreement has been offered and accepted by
the parties, and shall be in compliance with the provisions of such subsequent
Agreement. Prior to giving its written consent, ARCO has the right to review or
audit Operator's business records, including but not limited to those relating
to the value


                                    23 of 33
<PAGE>

of inventories at cost, and ARCO shall consider, among other things, the
qualifications, character, apparent ability and creditworthiness of the proposed
transferee and such other factors as ARCO deems appropriate, including but not
limited to the following:

            (a) There shall be no existing default in the performance or
      observance of any of Operator's obligations hereunder.

            (b) Operator shall have settled all outstanding accounts with ARCO.

            (c) The proposed transferee must satisfactorily demonstrate to ARCO
      that it meets reasonable financial standards which shall not be more
      stringent than the standards applicable to new am/pm Operators at the time
      of the proposed assignment.

            (d) Prior to the assignment, unless previously trained by ARCO
      pursuant to ARCO's current 7-week training program for the operation of an
      am/pm mini market, the proposed transferee and any employees who must be
      trained as described in Article 16, shall attend and satisfactorily
      complete ARCO's then-current training program for new am/pm operators.
      Tuition shall be payable by the proposed transferee. The training tuition
      fee is due and payable by means of a cashier's check before the proposed
      transferee begins training school. For prospective transferees, the
      training tuition fee, which is payable by the prospective transferee to
      ARCO regardless of whether or not the transferor is subject to payment of
      a transfer fee, shall be refunded in full in the event ARCO refines its
      consent to the transfer prior to the proposed transferee attending ARCO's
      training program. In the event that ARCO refuses its consent after the
      prospective transferee has started attending ARCO's training program or
      the prospective transferee withdraws from the training program, ARCO shall
      prorate the refund based on any remainder of training to be completed. The
      training tuition fee is not refundable in whole or in part upon completion
      of the training program. If the proposed transferee is a sole proprietor
      or single shareholder corporation, ARCO shall offer to train and not
      charge tuition for one employee of the proposed transferee who attends the
      initial training within twelve months after the effective date of the
      assignment. ARCO shall not reimburse the proposed transferee for any
      expenses incurred in connection with attendance at the training program of
      the transferee or the transferee's employee. An initial supply of 20
      uniforms must be ordered by the transferee while attending ARCO's training
      program at ARCO's training center. In addition, prior to the effective
      date of the transfer and as a condition of ARCO granting its consent to
      the transfer. ARCO shall require that the transferor has all then current
      "Merchandising Accessories Items Required" on hand in the Store and in
      good condition and that any such items that are no longer clean, workable
      and presentable or outdated be replaced by items meeting ARCO's
      then-current specifications for such items.

            (e) The proposed transferee must satisfactorily demonstrate
      management, business and educational experience reasonably consistent, in
      the opinion of ARCO, with the nature and extent of obligations of the
      am/pm franchise. If the proposed transferee operates one or more ARCO
      locations, proposed transferee must meet the then-current requirements
      applicable to multiple unit operators.

            (f) The proposed transferee shall agree to assume, as of the
      effective date of the assignment, all of the agreements and Operator's
      duties and obligations thereunder relating to the am/pm franchise.

            (g) Operator shall agree to unconditionally release Operator's
      rights under this Agreement and shall release and discharge ARCO from all
      duties and obligations to Operator in connection with this Agreement as of
      the effective date of the assignment; whereupon Operator


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<PAGE>

      shall have no further rights, duties or obligations under this Agreement,
      except for those obligations that survive the termination of the Store
      Agreement.

            (h) Operator shall obtain and submit evidence satisfactory to ARCO
      of all required approvals of federal, state and local governmental
      entities, agencies or instrumentalities thereof or of any third person,
      including but not limited to, approval for the transfer of, or issuance of
      a new beer and wine license, if available in the jurisdiction in which
      Operator's store is located

            (i) The proposed transferee must satisfactorily meet the
      then-current criteria established by ARCO for new am/pm Operators
      including, but not limited to, passing an English proficiency test, being
      at least 21 years of age and proof of U.S. citizenship or permanent
      resident alien status (green card).

            (j) Operator shall pay a transfer fee of $20,000 as follows: The
      first $1,000 of the fee is payable by Operator at the time Operator
      requests ARCO's consent to an assignment of the franchise and the
      remainder must be paid before ARCO's final consent is given. In the case
      of Concurrent Operations, the transfer fee shall be the combined amount of
      the transfer, fee applicable to each franchise at the Premises. Such
      transfer fee is payable as follows: $1,000 at the time Operator requests
      ARCO's consent to an assignment of the franchise and (a) where the
      proposed transferee's transfer price for the businesses shall be deposited
      in escrow, Operator may, in accordance with ARCO's policies in this
      regard, direct payment from such escrow of the remaining portion of the
      applicable transfer fee to ARCO which must be paid before ARCO's final
      consent to the assignment is given or (b) where the proposed transferee's
      transfer price for the businesses shall not be deposited in escrow,
      Operator may, in accordance with ARCO's policies in this regard, pay the
      remaining portion of the applicable transfer fee by means of a cashier's
      check payable to ARCO and given to ARCO before ARCO's final consent to the
      assignment is given. In the event that ARCO refuses its consent to the
      proposed assignment prior to the proposed transferee attending ARCO's
      training program, ARCO shall refund all but $1,000 of any transfer fee
      paid. In the event that ARCO refuses its consent to the proposed
      assignment because the-proposed transferee does not pass the English
      proficiency test and before the proposed transferee attends training
      school, ARCO shall refund all but $300 of any transfer fee paid.
      Otherwise, the transfer fee is not refundable in whole or in part and
      shall bear no interest. Except if there were a transfer immediately
      preceding the proposed assignment for which transfer no transfer fee was
      paid, the transfer fee shall not be payable by Operator in the event that
      Operator requests ARCO to consent to an assignment of Operator's franchise
      to: (1) Operator's spouse, adult natural or adopted child, or parent; (2)
      a sole proprietorship in which the current shareholder of Operator, which
      is a single shareholder corporation, shall be the sole proprietor, (3) a
      partnership in which there are only two partners, current Operator as an
      individual and one other person, and in which the current Operator has at
      least a fifty percent interest; (4) a corporation in which there are only
      two shareholders, current Operator as an individual and one other person,
      and in which the sole shareholder of the current Operator has at least
      fifty percent of the issued and outstanding voting shares of stock; (5) a
      corporation in which current Operator, as an individual shareholder, owns
      one hundred percent of the issued and outstanding voting shares of stock;
      (6) if Operator is a corporation, the transfer of less than fifty percent
      of the issued and outstanding voting shares of stock; or (7) the
      dissolution of a two-partner partnership or a two-shareholder corporation
      resulting in one of the former partners remaining as the sole proprietor,
      or one of the former shareholders remaining as the sole shareholder of the
      corporation or as a sole proprietor and the remaining partner or
      shareholder or sole proprietor had at least a fifty percent interest in
      the partnership or corporation prior to the dissolution.


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<PAGE>

      ARCO reserves the right to refuse to consent to any proposed assignment
which would result in ARCO having any material increased risk, burden or chance
of not obtaining performance.

      17.02 This Agreement is personal as between Operator and ARCO and this
Agreement is entered into in reliance upon and in consideration of the personal
qualifications, and representations made with respect thereto of Operator.
Operator shall not incorporate or form a partnership, a limited liability
company ("LLC") or limited partnership without the prior written approval of
ARCO, which approval shall not be unreasonably withheld. In the event Operator
incorporates, ARCO may require Operator to execute a personal guarantee and
other instruments as ARCO deems appropriate. If Operator is a partnership or
corporation, all partners or all shareholders must execute this Agreement and
guarantees and other instruments, if any; however, if Operator is a limited
partnership, a partnership having as members one or more general partners and
one or more limited partners, Operator may designate a partnership designee
whose name is set forth in PART 1, who must be the general partner, or if more
than one, one of the general partners, to execute this Agreement. If a
partnership designee is designated, the partnership designee hereby agrees to
personally guarantee the performance of this Agreement by Operator, including,
without limitation, the payment of all sums which may from time to time become
payable to ARCO by Operator pursuant to any provisions of this Agreement and to
execute such forms of guarantee as ARCO may reasonably require; if Operator is a
limited liability company ("LLC"), all members must execute this Agreement and
guarantees and other instruments, if any; however, if the LLC has unequal
ownership by 2 members or more than 2 members, such Operator may designate a LLC
Designee, whose name is set forth in PART 1, who must be the member owning the
majority ownership interest in the LLC, to execute this Agreement. If a LLC
Designee is designated, the LLC Designee hereby agrees to personally guarantee
the performance of this Agreement by Operator, including, without limitation,
the payment of all sums which may from time to time become due and payable to
ARCO pursuant to any provisions of this Agreement and to execute such forms of
guarantee as ARCO may reasonably require; if Operator is a corporation with one,
two unequal or with more than two shareholders, Operator may designate a
corporate designee whose name is set forth in PART I, who must be an officer or
director and shareholder who owns the largest percentage of shares in the
corporation, to execute this Agreement. If a corporate designee is designated,
the corporate designee hereby agrees to personally guarantee the performance of
this Agreement by Operator, including, without limitation, the payment of all
sums which may from time to time become payable to ARCO by Operator pursuant to
any of the provisions of this Agreement and to execute such forms of guarantee
as ARCO may reasonably require. In the case of a corporation with two equal
shareholders, both shareholders hereby agree to personally guarantee the
performance of this Agreement by Operator as described earlier in this Section
17.02.

      17.03 If Operator is a corporation, any transfer of its capital stock,
issuance of additional stock, change in rights of any class or series of stock
or contractual agreement affecting stock rights which results in present
stockholder[s] as an individual or a group, as the case may be, owning legally
or beneficially or having voting control of less than one hundred percent (100%)
of its capital stock shall be deemed as assignment of Operator's rights under
this Agreement.

      17.04 Operator agrees not to change its form of business through merger,
consolidation, organization or reorganization without the prior written consent
of ARCO and except upon such terms and conditions as ARCO shall then require.

      17.05 In the event Operator requests ARCO to approve an assignment,
Operator agrees to produce a signed copy of the offer to purchase and accept an
assignment. ARCO shall have no obligation to consider any request for consent to
any assignment if it does not receive a copy of such offer.

      17.06 Any assignment or attempt by Operator to assign any of its rights or
interests under this Agreement and Operator's interest in the real property and
improvements without having received the


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<PAGE>

prior written consent of ARCO shall constitute a material breach of this
Agreement and ARCO shall have the right to terminate this Agreement upon written
notice to Operator.

      17.07 Operator's formation or dissolution of a partnership or adding or
deleting any partner, formation or dissolution of a corporation or adding or
deleting any shareholder, formation or dissolution of a LLC or adding or
deleting any member shall be considered a transfer of this Agreement.

      17.08 In the case of Concurrent Operations, if ARCO consents to the
transfer of this Agreement to the proposed transferee, all other franchise
agreements relating to any other business conducted at the Premises shall be
transferred to the same transferee.

                       B. ASSIGNMENT AND TRANSFER BY ARCO

      17.09 ARCO shall have the unrestricted right to transfer or assign all or
any part of its rights or obligations under the Franchise Agreement to any
person or legal entity.

                                   ARTICLE 18

                                   Termination

      18.01 In the event ARCO fails to perform any of its obligations hereunder
and fails to cure such default within thirty (30) days after receipt of written
notice of default from Operator, Operator shall have the right to terminate this
Agreement by giving ARCO not less than fifteen (15) days' prior written notice
of termination.

      18.02 This Agreement may be terminated at any time by mutual agreement in
writing between Operator and ARCO.

      18.03 In addition to any other remedy of ARCO, ARCO may terminate this
Agreement on the following conditions:

      (1)   ARCO may terminate this Agreement for failure of Operator to comply
            with the provisions of this Agreement after being given notice
            thereof and a reasonable opportunity, which in no event need be more
            than 30 days, to cure the failure.

      (2)   Notwithstanding the foregoing, ARCO may terminate this Agreement by
            giving immediate notice of termination without an opportunity to
            cure upon the occurrence of any of the following events:

            a.    Failure of Operator to pay any sums due to ARCO within 5 days
                  after receipt of written notice of default.

            b.    Operator repeatedly fails to comply with one or more
                  requirements of this Agreement, whether or not cured after
                  notice.

            c.    Operator, after curing any failure pursuant to Section 1
                  above, engages in the same noncompliance, whether or not such
                  noncompliance is corrected after notice.

            d.    Failure of Operator to obtain the release of any attachment,
                  garnishment execution, lien or levy (collectively, "liens")
                  against the Premises, Store Equipment or business


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<PAGE>

                  of the am/pm mini market within 72 hours after any such liens
                  attach, or such longer time as required by applicable law.

            e.    Declaration of bankruptcy or judicial determination of
                  insolvency of Operator, Operator's entry into any arrangement
                  with creditors or assignment for the benefit of creditors or
                  the commencement of any proceeding to appoint a receiver or
                  trustee for Operator, its business or its property.

            f.    Abandonment of the am/pm mini market by Operator.

            g.    Fraud or criminal misconduct of Operator relating to the
                  operation of the am/pm mini market or conviction of Operator
                  of any felony involving moral turpitude.

            h.    If Operator is sole proprietor, Operator's death or
                  incapacity, for at least 90 consecutive days, which results in
                  Operator's inability to personally operate the am/pm mini
                  market; provided, however, if Operator has, in accordance with
                  the terms set forth in this Agreement designated a
                  successor-in-interest who qualifies as a franchisee, this
                  Agreement shall not be deemed to have terminated in the event
                  of Operator's death.

            i.    If Operator is a partnership, the withdrawal of any partner or
                  the dissolution of the partnership or the death of any
                  partner, provided, however, if Operator has, in accordance
                  with the terms set forth in this Agreement, designated a
                  successor-in- interest who qualifies as a franchiser, this
                  Agreement shall not be deemed to have terminated in the event
                  of Operator's death.

            j.    If Operator is a corporation, the death of any shareholder,
                  or, if applicable, the death of the Corporate Designer; or,
                  the sale, transfer or other disposition (by operation of law
                  or otherwise) of any portion of any interest in the
                  corporation without ARCO's prior written consent; or the
                  termination of the Corporate Designee, if applicable, as
                  director or officer and shareholder of the corporation; or all
                  or substantially all of the assets of the corporation are
                  sold, conveyed or otherwise transferred, voluntarily or by
                  operation of law. Provided, however, if Operator has, in
                  accordance with the terms set forth in this Agreement,
                  designated a successor-in-interest who qualifies as a
                  franchisee, this Agreement shall not be deemed to have
                  terminated in the event of the death of the Corporate Designee
                  or any shareholder. For purposes of this Section,
                  "corporation" shall include a limited liability company
                  ("LLC") and "shareholders" shall include a member of the LLC
                  and "Corporate Designee" shall include a LLC Designee.

            k.    Operator's failure to commence operation of the am/pm mini
                  market within 30 days after the Commencement Date.

            1.    If a fee verification review or audit of Operator's books and
                  records discloses liability for royalty fees due of 2% or more
                  in excess of fees reported and paid by Operator.

            m.    Misrepresentations or misstatements by Operator to ARCO
                  relating to the acquisition of the franchise or Operator,
                  engages in conduct which reflects materially and unfavorably
                  upon the operation and reputation of the franchise business or
                  system.


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<PAGE>

            n.    ARCO makes a reasonable determination that continued operation
                  of the franchise by the Operator will result in an imminent
                  danger to public health or safety.

      (3)   Operator's assignment or transfer or attempt to assign or transfer
            this Agreement in whole or in part or attempt to assign or transfer
            the business of the am/pm mini market or attempt to assign, transfer
            or sublet in whole or in part the portion of the Premises upon which
            the store building is located or the Loaned Store Equipment, in a
            manner inconsistent with the provisions of Article 17 of this
            Agreement.

      (4)   Operator's failure to successfully complete the initial training
            program described in Article 16 hereof; and, in the case of
            Operators who operate more than 1 am/pm mini market, failure of
            Operator to have a Store Manager trained and employed at each store;
            and, failure of Operator to replace such full-time Store Manager
            with another trained full-time Store Manager within two months from
            the date such designated full-time Store Manager or any of their
            successor(s) is/are no longer employed at the store; and, failure of
            Operator to comply with any other provision of Article 16 of this
            Agreement.

      (5)   The failure of the conditions relating to obtaining permits for and
            completion of construction or conversion of the Premises which are
            described in Article 5.

      (6)   A determination made by ARCO in good faith and in the normal course
            of business to withdraw from marketing and to no longer maintain the
            am/pm mini market franchise in the relevant geographic market area
            in which the Premises are located.

      18.04 In the event of destruction of all or a significant portion of the
Premises to the extent that the normal authorized uses are no longer
practicable, either party may terminate this Agreement within 120 days of such
destruction by giving the other party written notice. The effective date of such
termination shall relate back to the date of destruction.

      18.05 In the case of Concurrent Operations at the Premises, ARCO may
terminate this Agreement upon termination of any one other franchise agreement.

      18.06 If Operator is a party to a Loan Agreement and related Promissory
Note as described in Item 10 and Exhibit E of the am/pm Offering Circular for
Prospective Franchisees, and Operator has not cured any default under that Loan
Agreement or Promissory Note as required, ARCO may terminate this Agreement.

                                   ARTICLE 19

                     Procedure on Expiration or Termination

      19.01 Upon expiration or termination of this Agreement, Operator shall:

      (a)   Cease using the am/pm service name and service mark or other indicia
            of ARCO pertaining to the am/pm system.

      (b)   Return to ARCO all copies of ARCO's franchise accounting system
            software and all copies of the am/pm Manuals and all other
            documents, instructions, manuals, display items, materials, and
            writings furnished by ARCO pertaining to the am/pm mini market
            franchise or bearing the am/pm service mark or service name or other
            service marks or service names used in connection with the am/pm
            mini market; and Operator shall allow ARCO to remove


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<PAGE>

            any loaned am/pm Store Equipment and to de-identify any Operator
            owned equipment that bears the service mark or service name or other
            indicia of ARCO pertaining to the am/pm Store; and

      (c)   If the Agreement has been terminated by ARCO, Operator shall pay
            ARCO a sum equal to the amount of expenses incurred or to be
            incurred by ARCO in removing and returning to ARCO service names,
            service marks, designs and other indicia of ARCO pertaining to the
            am/pm Store, including, but not limited to, removal of all signs and
            materials bearing the foregoing. Operator shall permit ARCO to enter
            the premises to perform the foregoing.

      (d)   In addition, Operator shall pay to ARCO at the time of termination,
            as liquidated damages and not as a penalty, the greater of (a) the
            total minimum royalty fee which would have been payable under the
            Agreement from the date of termination of the Agreement through the
            end of the term provided for in the Agreement; or (b) for each month
            from the date of termination of the Agreement through the end of the
            term provided in the Agreement, the actual average royalty fee paid
            but not less than the minimum royalty fee for any months that the
            Store was operational prior to termination of the Agreement.
            Provided, however, that the provisions of the previous sentence
            shall not be applicable if the Agreement is terminated by ARCO due
            to the following: (i) Operator's death; (ii) Operators incapacity,
            for at least 90 consecutive days, which results in Operator's
            inability to personally operate the am/pm mini market; (iii)
            condemnation or other taking, in whole or in part, of the Premises
            due to eminent domain; (iv) destruction of all or a substantial part
            of the Premises through no fault of Operator, or (v) a determination
            made by ARCO in good faith and in the normal course of business to
            withdraw from marketing Motor Fuels at retail or the am/pm mini
            market franchise in the relevant geographic market area in which
            Operator's Premises are located.

      (e)   Where the Agreement has been terminated pursuant to Article 5,
            Operator shall, where applicable, pay ARCO for its expenses as set
            forth in the applicable section of such Article which, in some
            instances, shall include, but not be limited to, ARCO's expenses
            incurred in studying the site, preparing engineering and
            architectural plans for the Premises, training and any costs
            incurred by ARCO in contemplation of Operator operating an am/pm
            Store; and

      (f)   Pay ARCO, upon receipt of final statements, any and all sums then
            due and owing by Operator to ARCO.

      19.02 (a) Upon termination of Operator's license rights under Article 1
hereof, Operator shall pay ARCO liquidated damages of $100.00 per day for each
Major Violation (as defined hereafter) and $25.00 per day for each other
violation of ARCO's am/pm service marks and service names at the terminated
am/pm mini market. (By "Major Violation" is meant the display after termination
of the am/pm colored striping design on the facing of the building of the former
am/pm mini market or the display of the am/pm pole sign.)

            (b) The aforesaid damages are agreed in advance by the parties
because of the difficulty in ascertaining actual damages; however, such damages
are not deemed to replace, or be in lieu of, damages or profits that ARCO may be
entitled to recover resulting from, or arising out of Operator's unlicensed use
of ARCO's am/pm or other trademarks and trade names.

      19.03 The provisions of this Article 19 shall survive termination or
expiration of this Agreement and shall be binding upon the heirs, successors and
assigns of Operator.

                                   ARTICLE 20


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<PAGE>

                              Successor-in-Interest

      20.01 Notwithstanding the terms of Sections 18.03.2(h), (i) or (j) above,
this Agreement shall not terminate upon the death or incapacitation for more
than 90 consecutive days, of Operator if Operator, prior to his or her death or
incapacitation, designates a successor-in-interest to his or her interest in
this Agreement in a form prescribed by ARCO and the designated
successor-in-interest assumes all of Operator's duties and obligations under the
am/pm franchise (the "franchise") on the terms and conditions set forth herein.

      20.02 For purposes of this Article, "Operator" shall mean: if Operator is
a sole proprietor, the sole proprietor, if Operator is a partnership, a partner
of Operator or, if Operator is a corporation, a shareholder.
"Successor-in-interest" shall mean either a surviving spouse or natural or
adopted child or parent of Operator, provided that such spouse or child at the
time of Operator's death or incapacitation, shall be an adult and shall meet the
qualifications then being required of am/pm franchisees by ARCO for the
operation of an am/pm mini market. In the case of partnerships or corporations,
"successor-in-interest" shall also mean a surviving partner or a surviving
shareholder and, in such cases, any partner and any shareholder may designate
any of the others as successor-in-interest to his or her interest in this
Agreement, provided that no other successor-in-interest has been designated by
such partner or shareholder and that at the time of Operator's death or
incapacitation, such surviving partner or shareholder shall meet the
qualifications then being required of am/pm franchisees by ARCO. If someone
other than Operator's spouse is designated as the successor-in-interest,
Operator's spouse must execute a document waiving any claim of interest in this
Agreement and acknowledging that such spouse understands and agrees to the
successor-in-interest designation.

      20.03 The designated successor-in-interest shall be allowed 21 days after
the death or incapacitation, for more than 90 consecutive days, of Operator to
give written notice of his or her intention (the "Notice of Intention") to
assume and operate the franchise or, in the case of a successor-in-interest to
the corporate designer, written notice of his or her intention to personally
guarantee performance hereof by the corporate franchisee. The notification shall
contain such information regarding business experience and creditworthiness as
is reasonably required by ARCO. Except as described more fully below, unless the
successor-in-interest has previously been trained by ARCO pursuant to ARCO's
current 7 week training program for the operation of an am/pm mini market, the
successor-in-interest must attend and successfully complete such training as is
then required by ARCO for new franchisees and within 21 days after giving the
Notice of Intention commence such training. In addition, ARCO must approve or
disapprove the successor-in-interest within 10 days after the successor-interest
completes such training. If the successor-in-interest successfully completes
training and is approved by ARCO, ARCO shall give notice of approval to the
successor-in-interest and the successor-in-interest must commence operation of
the franchise (or execute a guarantee of performance by a corporate franchisee)
within 10 days after receipt of such notice by ARCO. The successor-in-interest
shall be required to pay tuition at the then-current rate for assignees and
successors-in-intent. Provided, however, that if there is an Operational
Designee who is different from the Corporate Designee successor-in-interest, it
is the Operational Designee, who must attend and successfully complete the
initial training, unless such Operational Designee has previously been gained by
ARCO pursuant to ARCO's current 7 week training program for the operation of an
am/pm mini market. An initial supply of 20 uniforms must be ordered by the
successor-in-interest while attending ARCO's training program at ARCO's training
center.

      20.04 The franchise available to the successor-in-interest pursuant hereto
is intended to be no greater than the franchise as it exists in the name of the
deceased or incapacitated Operator (or, in the case of a corporate franchisee,
with the deceased or incapacitated Operator as Guarantor) at the time of such
Operator's death or incapacitation. The term of the franchise shall not be
extended by reason of the successor-in-interest assuming (or guaranteeing) the
franchise and ARCO may change the terms of the


                                    31 of 33
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franchise upon its renewal, if it is renewed. ARCO may require Operator to
arrange for the discharge or performance of other franchise obligations such as,
but not limited to, insurance, but excluding any obligation to be open to the
public, for a period of up to 21 days after Operator's death or incapacitation.

      20.05 Operator may designate a primary and one alternate
successor-in-interest. The alternate, if one is designated, shall have no right
to assume and operate (or guarantee) the franchise or Operator's interest in the
franchise, as applicable, in the event of any exercise of rights by the primary
successor-in-interest. If the alternate desires to assume and operate (or
guarantee) the franchise or Operator's interest in the franchise, as applicable,
in the event the primary successor-in-interest, fails to do so the alternate
must give notice of intention to do so and otherwise comply with Section 20.03.
(In the case of Concurrent Operations, the primary successor-in-interest, if one
is designated, must be one and the same person designated as the primary
successor-in-interest to succeed to Operator's interest in all agreements
relating to all businesses conducted at the Premises; the alternate successor,
if one is designated, must be one and the same person designated as the
alternate successor-in-interest to succeed to Operator's interest in all
agreements relating to all businesses conducted at the Premises.)

      20.06 Unless ARCO otherwise agrees in writing, there shall be no operation
of the franchise following the death or incapacitation of Operator by anyone
until all parts of the franchise have been expressly assumed as herein provided,
including, but not limited to, such items as licensing and tax permits.

      20.07 If the successor-in-interest assumes the franchise (or, in the cast
of a corporate franchisee, guarantees the franchise), the successor-in-interest
shall account to the heirs or estate of the deceased or incapacitated Operator
(or, in the case of a corporate franchisee, to the corporation) for the value or
other disposition of personal property of the Operator located at or related to
the franchise.

                                   ARTICLE 21

                                     General

      21.01 Criminal Activity. Franchisee shall immediately report to ARCO each
incidence of personal injury or criminal activity at the premises.

      21.02 Right of Entry. In addition to specific rights of entry granted
herein, ARCO shall have the right at all reasonable times to enter the Premises
for the purpose of determining Operator's compliance with the provisions of this
Agreement and the Manuals.

      21.03 Entire Agreement. This Agreement, PARTS I and II, the Manuals, as
from time to time amended or supplemented, and, if applicable, an agreement
relating to ARCO's PayPoint Network contain all agreements and understandings
between Operator and ARCO and cover the entire relationship between the parties
concerning the Store and the am/pm franchise. There are no oral representations,
stipulations, warranties or understandings, express or implied, with respect to
the subject matter of this Agreement which are not fully set forth herein and in
the Manuals, and all prior or contemporaneous promises, representations,
agreements or understandings, express or implied, in connection with the Store
and the am/pm franchise are expressly merged herein and in the Manuals
incorporated herein by reference.

      21.04 Compliance with Applicable Laws. In the event any provisions of this
Agreement provide for periods of notice less than those required by applicable
law, provide for termination other than in accordance with applicable law or are
otherwise inconsistent with applicable law, to the extent such provisions are
inconsistent with applicable law, they shall not be effective and ARCO and
Operator shall comply with applicable law regarding such matters.


                                    32 of 33
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      21.05 Excused Performance. In the event that either party hereto shall be
delayed or hindered or prevented from the performance of any act required
hereunder by reason of strikes, lockouts, inability to procure materials, fire,
flood, act of God, failure of power, governmental law or regulation, riot,
insurrection, war, or other reason of a like or similar nature not the fault of
the party delayed in performing work or doing acts required under the terms of
this Agreement, then performance of such act shall be excused for the period of
the delay. For the duration of such excused performance, only the minimum
royalty fee shall be waived, however the royalty based on a percentage of gross
sales and the advertising and promotion fee shall continue to be payable. If the
excused performance is for a period less than a full month, the minimum royalty
fee shall be prorated for such partial month and Operator shall pay, as a
royalty fee for such month, the greater of the royalty fee based on a percentage
of gross sales or the prorated minimum.

      21.06 Severability. If any provision of this Agreement is declared
invalid, such decision shall not affect the validity of any remaining portion,
which remaining portion shall remain in force and effect as if this Agreement
had been executed with the invalid portion thereof eliminated.

      21.07 Notices. Except as otherwise provided herein, all notices required
or permitted by or pertaining to this Agreement shall be in writing and
addressed to the party to be notified at the address for such party specified in
PART I of this Agreement (as to notices to ARCO, from time to time and upon
prior written notice to Operator, ARCO may change the address of ARCO specified
in PART I). All notices shall be sent by prepaid certified, prepaid registered,
or prepaid overnight mail, return receipt requested, and shall be deemed served
as of the date of mailing or shall be personally delivered to Operator and shall
be deemed served as of the date delivered.

      21.08 Waiver. Failure of either Operator or ARCO to require performance of
any provision of this Agreement shall not affect either party's right to require
full performance thereof at any time thereafter and the waiver by either
Operator or ARCO of any provision hereof shall not constitute or be deemed a
waiver of a similar breach in the future.

      21.09 Amendments. No amendment, addition to or alteration, modification or
waiver of any provision of this Agreement shall be of any effect unless in
writing and signed by Operator and an authorized representative of ARCO.

      21.10 Prior Course of Dealing. ARCO and Operator acknowledge and agree
that this Agreement is not to be reformed, altered, or modified in any way by
any practice or course of dealing during or prior to the term of the Agreement
or by any representations, stipulations, warranties, agreement or
understandings, express or implied, except as fully and expressly set forth
herein or except as may subsequently be expressly amended by the written
agreement of Operator and ARCO by their authorized representatives.

      21.11 Approval. This Agreement and any modifications thereto shall not
become effective and binding upon ARCO until executed by Operator and accepted
by ARCO as evidenced by the signature of one of ARCO's representatives
authorized to execute this Agreement. Operator's occupancy of the Store prior to
such execution hereof by ARCO shall not be construed as a waiver by ARCO of this
requirement.

      21.12 Pronouns. The use herein of any personal pronoun shall include the
masculine, feminine and neuter pronouns.


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                                                                 Facility: 82064

                    STATEMENT REGARDING FINANCES & INVESTORS

The undersigned, LLO-Gas, Inc. proposed assignee(s)/applicants for the ARCO
facility located at 64200 20th St., Palm Springs, California 92258 hereby
represents and warrants that:

(1)   have truly represented his/her/their assets and financial condition and
      have not included the assets of any other individuals or entities;

(2)   have acknowledged any and all partners, stockholders, stakeholders,
      backers, other investors and lenders, be they active or passive; and

(3)   have received none of the assets listed or being used to buy this facility
      other than as income, earnings, inheritances, gifts or other
      non-investment and non-returnable payment, rather than as loans or
      investments, except as expressly and explicitly disclosed in writing to
      ARCO.

The undersigned acknowledges that he/she/they are aware:

(1)   that no persons other than the above (and any shareholders who have been
      disclosed in writing to ARCO during this application process) will be
      recognized as having any interest whatsoever in the facility or right to
      be heard, notified, consulted or protected regarding it; and

(2)   that ARCO will presumably terminate any and all interests by the above, as
      well as all others, if ARCO discovers that anything has been
      misrepresented to ARCO in order to obtain this facility, including without
      limitation any misrepresentations regarding assets, debts, credit status
      and history, investments and loans and regarding partners, stockholders,
      stakeholders, backers, other investors or lenders and regarding
      citizenship or immigration status.

The disclosure obligations and representations identified herein encompass facts
as of the date this document is executed and facts that change before this
assignment or appointment is final. Your obligation and representation thus
includes that you will notify us of any changes during this period.

The undersigned acknowledges that they have read the above and agree to the
terms thereof.


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