<PAGE>

                                                                   Exhibit 10.80

                                                                  Facility 81633
                                                                           -----

                AGREEMENT FOR CORPORATE am/pm NON-LESSEE DEALER


THIS AMENDMENT, dated _______________________, by and among Llo-Gas, Inc., a
                                                            -------------
corporation ("Corporation"),     John Castellucci      individual
                             -------------------------
("Shareholder(s)") and ARCO Products Company, a division of Atlantic Richfield,
a Delaware corporation ("ARCO").


                                  WITNESSETH

WHEREAS Corporation and ARCO are parties to an am/pm Mini Market Agreement and a
Contract Dealer Gasoline Agreement ("Store Agreement") dated January 9, 1995,
                                                             ---------------
providing for the operation of an am/pm Mini Market and a gasoline service
station at premises located at 16096 Slover Avenue, Fontana, CA 92335
                               --------------------------------------

WHEREAS ARCO has entered into the Store Agreement with Corporation in reliance
upon personal, active participation of Shareholder in the ownership and
management of Corporation.

NOW THEREFORE, the parties hereto, each intending to be legally bound hereby,
and for good and valuable consideration, hereby agree as follows:

1.   Shareholder(s) and Corporation jointly and severally represent and warrant
     to ARCO that as of the date hereof.

     a.   Corporation is duly organized and in good standing under the Laws of
          the State of N/A
                       ---

     b.   Shareholder(s) as individual(s) own a combined total of 100% of the
          issued and outstanding voting stock of Corporation and own the number
          of shares and the percentage of total issued and outstanding shares
          indicated below. There are no other classes of stock of Corporation
          which have any voting rights.


                                   Number         Percentage of Total Issued
       Name                      of Shares           *& Outstanding Shares
       ----                      ---------           ---------------------

  John Castellucci                  750                          100%
----------------------         -------------         ---------------------

Corporation and Shareholders acknowledge that, pursuant to Article 17 of the
Store Agreement, the Store Agreement may not be assigned without the prior
written consent of ARCO which consent shall not be unreasonably withheld.
<PAGE>

For purposes of Section 17 of the Store Agreement, any transfer of stock,
issuance of additional stock, change in rights of any class of series of stock
of contractual agreement affecting stock rights which results in present
Shareholder(s) as an individual (or group) owning legally or beneficially having
voting control of less than 100% of the stock of the Corporation shall be deemed
an assignment of Operator's rights under the Store Agreement.

For purposes of this Agreement (Section 17.02) of the Store Agreement, N/A is
                                                                       ---
the officer and shareholder of the Corporation who is the Corporate Designee
(applies to more than one shareholder only).


     c.   The Corporate Designee presently is an officer of the Corporation and
          holds the following office or offices of Corporation:

                                      N/A
                                      ---
                  (applies to more than one shareholder only)

     d.   This Agreement has been duly authorized by Corporation and the
          Corporate Designee (or Single Shareholder), as the person executing
          this Agreement, has specific authority to execute this agreement on
          behalf of Corporation.

2.   Shareholder and Shareholder's spouse (if any) shall execute concurrently
     herewith a Guarantee Agreement in the form attached hereto as Exhibit "A"
     and incorporated herein by reference.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above stated.


ARCO Products Company,                              Franchisee
a division of AtlanticRichfieldCompany              Llo-Gas, Inc.



     /s/ Connie Carroll            1/19/00               1-12-2000
------------------------------------------          ----------------------------
                               Date                                     Date

     /s/ Wilma Caleron             1/19/00



                                                    /s/ John Castellucci
     /s/ [illegible]             1-12-2000          John Castellucci - President
-----------------------------------------------     ----------------------------
Witness                        Date                 Typed Name & Title
<PAGE>

                                                                  Facility 81633
                                                                           -----


                           ASSIGNMENT AND ASSUMPTION
                        OF NON-LESSEE am/pm AGREEMENTS


This agreement, dated _______________________ between Time Out, LLC, a Limited
Liability Company (individually or collectively "Assignor"), and  Llo-Gas, Inc.,
a corporation, (individually or collectively "Assignee").


                                    WITNESS
                                    -------


A.   Assignor is a party to the following agreements with ARCO Products Company,
     a division of Atlantic Richfield Company ("ARCO") pertaining to the
     operation of the facility located at 16096 Slover Ave., Fontana, California
     92335.

     1.   am/pm Mini-Market Agreement, dated January 9, 1995, (and any and all
                                             ---------------
          amendments and addenda thereto); and

     2.   Contract Dealer Gasoline Agreement, dated January 9, 1995, (and any
                                                    ---------------
          and all amendments and addenda thereto); and

     3.   Addendum to Contract Dealer Gasoline Agreement (Paypoint Network Non-
          Lessee Retailer) dated January 9, 1995, and any and all amendments and
                                 ---------------
          addenda thereto;


     Assignee acknowledges receipt from Assignor of legible copies of each of
     the foregoing agreements, and all amendments and addenda thereto, which are
     collectively referred to herein as the "am/pm Agreements."

B.   Assignor desires to assign to Assignee and Assignee desires to assume the
     assignment of the am/pm Agreements, subject to obtaining the consent of
     ARCO.

C.   Assignee acknowledges that no representations or promises have been made to
     Assignee by anyone that the am/pm Agreements, or any of them, will be
     renewed or extended beyond the expiration date contained in said
     agreements.

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants
herein contained agree as follows:

     1.   Assignor hereby assigns to Assignee, effective _____________________
          or if the
<PAGE>

          unconditional written date of such date, effective on the date of such
          unconditional consent as provided in Paragraph 3 below, all of
          Assignor's rights, title and interest in and to the am/pm Agreements.

     2.   Assignee hereby assumes and covenants to perform all of Assignor's
          obligations under the am/pm Agreements from and after the effective
          date of assignment hereunder.

     3    Assignor and Assignee hereby acknowledge that this assignment is
          subject to obtaining the express written, unconditional consent of
          ARCO and that unless and until such consent of ARCO is obtained and
          unconditionally effective, this assignment shall not be effective for
          any purpose if the written, unconditional consent of ARCO has not been
          obtained within 15 business days after ARCO's written, conditional
          consent, if any, to the assignment.

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


Witness:                                     Assignor(s):



     /s/ [illegible]                                /s/ [illegible]
-----------------------------                ---------------------------------
                                                      Time Out, LLC






Witness:                                     Assignee(s):



     /s/ [illegible]                                /s/ John Castellucci
-----------------------------                ---------------------------------
                                                      Llo-Gas, Inc.