<PAGE> 46
              Second Amendment to Agreement to Lease
              --------------------------------------
                    Properties and Sell Assets
                    --------------------------

     This Second Amendment to Agreement to Lease Properties and Sell
Assets entered into as of this 28th day of June, 1996 by and among Getty
Petroleum Corp., a Delaware corporation ("Getty"), GettyMart Inc., a
Delaware corporation ("GettyMart"), Reco Petroleum, Inc., a Pennsylvania
corporation, and Leemilt's Petroleum, Inc., a New York corporation
(collectively, "Sellers", and each a "Seller" or "Landlord") and Uni-Marts,
Inc., a Delaware corporation ("Buyer" or "Tenant").


                             Recitals
                             --------
     A.   The parties have entered into an Agreement to Lease Properties
and Sell Assets dated as of October 31, 1991 (the "Agreement"), which
Agreement was amended on December 5, 1991 (the "First Amendment") and as
amended, remains in full force and effect.
     
     B.   Mr. Food Inc. and Berkshire Construction Company, Inc. both
Sellers under the Agreement have been merged into and become a part of
Leemilt's Petroleum, Inc., also a Seller under the Agreement and as Seller
under this Second Amendment Leemilt's Petroleum, Inc. is the successor to
all of the obligations and liabilities of, and benefits inuring to, the
aforementioned two merged companies.

     C.   The parties hereto desire to further amend the Agreement, the
Supply Agreement and all of the agreements ancillary to this Agreement
(collectively the "Contracts") as set forth below and acknowledge and agree
that Frederick I. Sahakian is no longer a party to the Agreement for any
purpose.  To facilitate the amendment to and the extension of the Agreement
and the Contracts, Sellers state that they intend to spend the capital
necessary (approximately $5 million) to upgrade the underground tanks and
related systems ("UST's") at the Stores subject to Leases to meet 1998
standards, Buyer states that it intends to spend in 1996 and 1997
approximately $3 million of capital to improve the above ground petroleum
marketing facilities including gasoline dispensing equipment, and will
otherwise from time to time during the lease term expend each year an
amount equal to the ratio of the Stores to the total number of Buyer's
locations times Buyer's total annual capital expenditures (exclusive of
expenditures for new locations) but in no event less than $500,000 per
year, to improve the above ground petroleum marketing facilities to meet
Getty standards for service stations and for in-Store improvements.

     NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:






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<PAGE> 47
     1.   The Sellers (some of which are also Landlords under the Leases
and Subleases dated December 6, 1991 between each applicable Landlord and
Buyer as Tenant) and Buyer have entered into the Amendments to Leases and
Amendments to Subleases of even date herewith covering the properties
listed on Schedule A and B hereto.  Each Seller and the Buyer agree that,
commencing on January 1, 1997 and on the first day of each calendar quarter
thereafter through October 1, 2000, Buyer shall pay to Getty $37,500.00 as
additional rent for the properties listed on Schedules A and B hereto, such
aggregate amount being $600,000.00.  In the event that this Agreement and
the Leases and Subleases expire before October 1, 2000, Buyer shall pay to
Getty on the termination date an amount equal to $600,000.00 less the total
amount paid prior thereto pursuant to the foregoing sentence.  Each Seller
and the Buyer agree that the notices of termination referred to in Section
36 of each Lease and Section 35 of each Sublease can only be given if
notice is given contemporaneously for all Leases and Subleases then in
effect between the applicable Landlords and Tenant at the time of giving
notice.  Failure to give notice of termination for all of the Leases and
Subleases then in effect will result in automatic renewal of all Leases and
Subleases as provided in said Section 36 and Section 35, respectively. 

     2.   In addition to the rent due and payable by Tenant to each
Landlord under the Subleases, Tenant agrees to pay to Getty as a fee for
administering the Underlying Leases (defined as "Existing Leases" in the
Agreement) $5,000.00 per month commencing on January 1, 1997 and continuing
during the Sublease term and any renewals or extensions thereof, it being
fully understood that the foregoing amount will not diminish if any
Sublease(s) expire or are terminated.

     3.   Section 9.4 of the Agreement, pertaining to "Mutual Rights of
First Offer," is hereby amended so as to delete the references to "the
fifth anniversary of the Closing Date" and to insert in lieu thereof
December 31, 1997."

     4.   Section 9.7 of the Agreement and Section 1 of the First
Amendment are deleted in their entirety and the following is inserted in
lieu thereof:

     "9.7 Cheltenham Beverage Corp. shall be retained by Buyer and on or
     before January 1, 1997 Buyer shall pay to Getty $25,000.00 for the
     corporation and the beer and wine license formerly owned by it."

     5.   Section 9.11 of the Agreement is hereby amended so as to
provide that all references to "the fifth anniversary of the Closing Date"
shall be deleted and "December 31, 1997" inserted in lieu thereof. 
Existing Leases, as used in Section 9.11, are third-party leases for the
locations listed on Schedule B hereto.  In addition, effective on December
1, 1996, the Leases and Subleases for the locations listed on Schedule C
hereto shall be terminated.








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<PAGE> 48
     Section 9.11 of the Agreement is further amended to provide that, in
the event that an Existing Lease is scheduled to expire during the Sublease
term and underground storage tanks and related systems ("UST") replacement
or upgrade ("upgrade") would be required for the continued sale of motor
fuels, Buyer shall advise Getty not less than 90 days prior to such
Existing Lease expiration (i) if it desires to continue subleasing such
Store (ii) if it does not desire to continue subleasing such store with or
without a UST upgrade, or (iii) if it desires to continue subleasing such
store without any gasoline facilities if it is permitted under such
Existing Lease.  If Buyer so desires to renew the Sublease pursuant to
clause (i) above, Getty shall provide to Buyer the terms of such renewal
and the estimated cost of the UST upgrade.  If the Buyer is dissatisfied
with the estimate, Buyer may make its own cost estimate and, provided that
the Buyers's contractor is approved by Getty (such approval not to be
unreasonably withheld), the upgrade shall be performed by such contractor
selected by Buyer.  Buyer shall pay for the total cost of the upgrade and,
in the event that the upgrade is performed by Getty's approved contractor,
Buyer shall reimburse Getty for such total cost within 10 days of receipt
of invoice therefor.

     In the event that Buyer is dissatisfied with the lease renewal terms
and/or the estimated cost of the upgrade, Buyer shall immediately so advise
Getty and Getty will not renew the Existing Lease for the benefit of Buyer
but may renew for Getty's own business purposes.  In the event that the
Buyer elects not to renew, Getty shall have no obligation to renew the
Existing Lease.  In the case of an election by Buyer under clause (iii)
above, Getty shall first have the right to elect to renew the Existing
Lease for its own business purposes without subleasing the Store to Buyer
and, if Getty elects not to renew for its own business purposes, Buyer
shall then have the right to negotiate directly with the lessor of the
Existing Lease free and clear of this Agreement, any such new lease to
commence upon the expiration of the applicable Sublease.  If, however, the
lessor will not contract directly with the Buyer, Getty will attempt to
negotiate with such lessor for the benefit of Buyer and sublease the
non-gasoline premises to Buyer with no cost to Getty.

     6.   Section 4 of the First Amendment is hereby modified as follows: 
Buyer agrees that it will either purchase the Equipment or extend its
Equipment Lease with PNC Leasing Corp. for a term of sufficient length, so
that the Getty Equipment Lease Agreement dated as of December 6, 1991
between PNC Leasing Corp. and Getty will not come into effect.  Buyer
represents and warrants to Seller that it has fully performed all of its
obligations under its agreements with PNC Leasing Corp. and that Sellers
have no obligations, direct, contingent, or otherwise, to PNC Leasing Corp. 
Getty shall have the right and option to purchase the Equipment at the end
of the term of the Leases and Subleases, as provided in Section 4 of the
First Amendment and at fair market value, either from PNC Leasing Corp., or
if Buyer has purchased the Equipment, from Buyer.

     Getty shall also have the right and option to purchase at the end of
the term of the Leases and Subleases all of Buyer's other equipment (both
petroleum marketing and in-Store).  Except for the Improvements referred to
in Section 11 hereof, the purchase price for the PNC Equipment and all
other equipment shall be fair market value, to be determined by an
appraiser mutually selected by Getty and Buyer the cost to be shared
equally.
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<PAGE> 49
     7.   Getty and Buyer agree that the Supply Agreement effective as of
December 6, 1991, and all of the other Contracts, shall be amended and
extended on the same terms and conditions (unless otherwise provided
herein) until December 31,1997, or such later date as the Leases and
Subleases may be extended pursuant to Section 1 hereof and Section 36 of
the Leases and Section 35 of the Subleases.  The Supply Agreement and the
other Contracts shall terminate on the same date as the termination of the
Leases and Subleases.  All references to "Stores" in the Supply Agreement
shall hereinafter be referred to as "Getty Stores" which are all of the
locations which Getty is presently supplying and may hereafter supply
pursuant to Section 12 hereof. 

     8.   Buyer agrees that during the term of this Agreement all of  its
advertising within the Market Area which refers to any petroleum products
shall include a reference to either the "Getty" trade name or trademark,
and in the case of the latter, using the registrada ("R").  Such
advertising shall only utilize Getty colors and trade dress.  Any
variations therefrom shall require the written consent of Getty (which
shall not unreasonably be withheld) and such use shall be subject to the
terms and conditions of the license granted by the Supply Agreement.  Buyer
agrees that it will only sell at the Getty Stores motor fuels (including
diesel but excluding kerosene) purchased from Getty.
     
     9.   In addition to those rights set forth in Section 7(b) of the
Supply Agreement, Seller shall also have the right in its sole discretion
at any time and from time to time to eliminate credit terms or modify the
payment and/or credit terms set forth in Section 7 of the Supply Agreement. 
In those instances where credit terms have been eliminated or modified,
Buyer may prepay Seller or provide to Seller an irrevocable letter of
credit ("LC") in an amount which is at all times greater than the amount by
which Buyer exceeds such credit limit, such LC to be in a form, and issued
by a bank, acceptable to Seller.  In the event that payment and/or credit
terms are eliminated or materially modified by Seller for any reason other
than those referred to in Section 7(b) of the Supply Agreement (which
permit withdrawal of payment and/or credit terms) and Buyer is not in
default under the Leases, Subleases, Supply Agreement or any other
Contract, then not later than 30 days after Buyer has been notified of such
elimination or material modification Buyer shall have the right to
terminate all of the Leases, Subleases, Supply Agreement and other
Contracts, such notice to specify termination of all of the foregoing
Contracts and to be effective 90 days after the receipt of such notice.  In
the event that Buyer does not give notice of termination within the
foregoing 30 day period, the Contracts shall remain in full force and
effect until such future time as Seller notifies Buyer of elimination or
further material modification (more restrictive upon Buyer) as aforesaid. 
Notwithstanding the foregoing 30-day notice period, the effective date of
elimination or modification of payment and/or credit terms shall be the
date specified by Seller.  The establishment by Seller of a credit limit of
not less than $3.5 million, or a change in payment terms reflecting a
change generally applied by motor fuels suppliers to distributors in the
Market Area, shall be deemed not to be a material modification in payment
or credit terms.




                               -4-

<PAGE> 50
     10.  Section 24 of the Supply Agreement, and the Distributor Credit
Card and Equipment Lease Agreement shall be amended herein as follows (and
may hereafter be unilaterally amended by Getty from time to time to reflect
changes made in the credit card program for all distributors in the Market
Area):

     a)   To also include the following credit cards:  American Express,
Diners Club, Voyager, P H & H, International Automotive and certain debit
cards.

     b)   To provide that the POS credit card machine monthly rental of
$74.00 is to be increased to $96.00 retroactive to January 1, 1996.

     c)   To charge a processing fee for Pay-at-Pump transactions in an
amount to be determined by Seller from time to time.

     d)   To charge, in addition to those charges set forth on Appendix
One to the Credit Card Agreement, 50 cents for all transactions that are
$5.00 or less.

     11.  Seller agrees that at the end of the Lease Term or any
extensions or renewals thereof it will reimburse Buyer for the then
unamortized costs of Improvements made by Buyer.   "Improvements," for
purposes of this Section 11, shall mean the UST replacements or upgrades
referred to in Section 5 hereof, new or expanded islands, canopies, pumps,
dispensers and fuel computers installed at a Store and shall not include
repaving or any other form of site enhancements or any of the obligations
which are the responsibility of Tenant under the Leases and Subleases.

     If Buyer desires that an Improvement be eligible for reimbursement
hereunder, Buyer shall seek prior approval from Seller for such
Improvement, which approval shall not be unreasonably withheld. 
Furthermore, Buyer will endeavor to construct any island and canopy
Improvements at the same time the Landlord is making repairs to or
replacements of the UST's in furtherance of its obligation as Landlord
under the Leases.  For purposes of calculating the remaining unamortized
costs at the end of the Lease Term, the following depreciation (on a
straight-line basis) schedule shall apply:

          Improvement              Years
          -----------              -----
          New UST's                  16
          Upgraded UST's             10
          Islands                    15
          Canopies                   15
          Pumps                      10
          Dispensers                 10
          Fuel Computers             10








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<PAGE> 51
     Upon payment of the amount due hereunder, Buyer shall deliver a Bill
of Sale to Seller transferring title to the Improvements, free and clear of
any liens and encumbrances.  Any amount due to Buyer hereunder shall be
reduced by any amount(s) owed by Tenant to Landlord under the Leases and
Subleases.

     12.  In the event that Buyer opens any new locations in the Market
Area which will sell motor fuels, Getty shall have the right of first
refusal to supply motor fuels to each such location by matching the terms
offered by any other potential supplier.  Buyer shall provide such terms to
Getty and Getty shall have sixty (60) days in which to exercise the
foregoing right.  Buyer shall not enter into any supply agreement for such
new locations without first offering to Getty the right of first refusal.

     The right of refusal shall continue throughout the Lease Term and any
extensions and renewals thereof and shall remain in effect on a
location-by-location basis even though Getty may have elected not to match
a proposal for a location on a previous occasion.  All planned new
locations are listed on Schedule D hereto, together with their addresses
and Buyer will advise Getty of all other planned new locations promptly
after they have been planned.  Buyer will advise Getty of the dates all new
locations equipped for motor fuels are scheduled to open promptly after
such dates have been determined.

     13.  This Agreement, the Supply Agreement and the other Contracts
may be assigned to "Getty Petroleum Marketing Inc.," if and when such
corporation is spun-off to Getty's stockholders.  Upon execution of an
assignment and assumption agreement, Getty shall be relieved from all
obligations and liabilities under this Agreement, the Supply Agreement and
the other Contracts.

     14.  The Agreement and the Contracts, as amended by the First
Amendment and by this Second Amendment to Lease Properties and Sell Assets,
are hereby ratified, agreed to and affirmed.






















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<PAGE> 52
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed on their respective behalf by their respective officers
thereunto duly authorized, as of the day and year first above written.

GETTY PETROLEUM CORP.
("SELLER")

By:  /S/ LEO LIEBOWITZ
     -------------------------------------------
Its: President
     -------------------------------------------

GETTYMART INC.
("SELLER")

By:  /S/ AL SMITH
     -------------------------------------------
Its: Senior Vice President
     -------------------------------------------

RECO PETROLEUM, INC.
("SELLER")

By:  /S/ LEO LIEBOWITZ
     -------------------------------------------
Its: President                  
     -------------------------------------------

LEEMILT'S PETROLEUM, INC.
("SELLER")

By:  /S/ SAMUEL M. JONES
     -------------------------------------------
Its: Vice President
     -------------------------------------------

UNI-MARTS, INC.
("BUYER")

By:  /S/ HENRY D. SAHAKIAN
     -------------------------------------------
Its: Chairman of the Board and CEO
     -------------------------------------------













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