<PAGE>  56
               AMENDMENT NO. 10 TO CREDIT AGREEMENT
               ------------------------------------

     THIS AMENDMENT NO. 10 TO CREDIT AGREEMENT ("Amendment No. 10")

is dated as of December 29, 1997, by and among Uni-Marts, Inc. (the

"Borrower"), PNC Bank, National Association, CoreStates Bank, N.A.

and The Sumitomo Bank, Limited (the "Banks") and PNC Bank, National

Association in its capacity as Agent for the Banks (the "Agent").



                          W I T N E S S:



     WHEREAS, the Borrower, the Banks and the Agent are parties to a

Credit Agreement dated as of March 1, 1993 and previously amended

nine times as follows:

               Amendment           Date
               ---------           ----

               No. 1               March 21, 1994

               No. 2               July 1, 1994

               No. 3               October 26, 1994

               No. 4               March 27, 1995

               No. 5               December 26, 1995

               No. 6               March 28, 1996

               No. 7               December 31, 1996

               No. 8               February 20, 1997

               No. 9               April 15, 1997


The Credit Agreement, as heretofore amended, is referred to herein as

the "Credit Agreement"; and

     WHEREAS, the Borrower, the Banks and the Agent wish to further

amend the Credit Agreement as herein set forth.





<PAGE>  57
     NOW, THEREFORE, in consideration of the premises and the mutual

covenants and promises set forth herein, the parties hereto,

intending to be legally bound, agree as follows:

     1.   Effect of Amendment.     Except as expressly modified by
          -------------------
this Amendment, the Credit Agreement shall remain in full force and

effect.  All capitalized terms not specifically defined herein

(directly or by reference) shall have the meanings ascribed to them

in the Credit Agreement.

     2.   Ratification.     The parties hereto reaffirm and ratify
          ------------
all of their respective rights, privileges, duties and obligations as

heretofore set forth in the Credit Agreement.  Borrower acknowledges

that the Banks and the Agent have fully performed all of their

obligations to Borrower under the Credit Agreement and that Borrower

does not have, nor has Borrower asserted, any claims or causes of

action against the Banks or the Agent.

     3.   Amendment Fee.     In consideration of the undertakings of
          -------------
the Bank and the Agent as set forth herein, Borrower agrees to pay a

$150,000 amendment fee to the Agent on January 2, 1998 which shall be

distributed by the Agent pro-rata to the Banks in accordance with

their respective shares of Loans to the Borrower.  Assuming

availability exists, the amendment fee shall be paid pursuant to a

Revolving Credit Loan in the amount of $150,000 which Borrower hereby

authorizes the Agent to execute on its behalf on January 2, 1998. 

The amendment fee payable hereunder shall not reduce, offset or be

credited against any other obligations of the Borrower to the Banks

or the Agent under the Credit Agreement or otherwise.







                                  2

<PAGE>  58
     4.   Term Loan Maturity.     Notwithstanding any inconsistent
          ------------------
provisions in the Credit Agreement or the Term Loan Notes, the Term

Loan Maturity Date and the Term Loan (Combined) Maturity Date shall

both occur on December 31, 1999.  All principal, interest and other

fees not theretofore paid pursuant to the Credit Agreement with

respect to the Term Loans and the Term Loans (Combined) prior thereto

shall be due and payable in full and without reduction, credit or

offset on December 31, 1999.  The Maturity Dates set forth herein

shall not diminish nor preclude earlier repayment pursuant to

voluntary prepayments or mandatory prepayments allowed or required

under the Credit Agreement.

     5.   Waiver.     In consideration of Borrower's undertakings
          ------
pursuant to this Amendment and without any waiver with respect to the

rights of the Banks or the Agent relating to Events of Default which

occur or are first discovered by the Banks after the date hereof, the

Banks and the Agent waive the Event of Default under Section 8.02(m)

of the Credit Agreement.  In addition (premised upon the Borrower's

undertakings concerning repayment of the Existing Senior Notes set

forth herein), the Banks and the Agent agree to waive as of the date

hereof any Event of Default under Section 9.01(e) of the Credit

Agreement which has or may have occurred by reason of a default or

event of default with respect to the Existing Senior Notes.

     6.   Modified Amortization.     In lieu of the present required
          ---------------------
amortization of the Term Loans provided for in the Credit Agreement

and exclusive of any voluntary or required prepayments, Borrower 

shall make the following principal reduction payments for application

to the Term Loans on the dates specified:





                                  3

<PAGE>  59
Date                          Principal Reduction Payment
----                          ---------------------------

February 2, 1998              $1,905,000.00

May 1, 1998                   $1,905,000.00

August 3, 1998                $1,905,000.00

October 31, 1998              $1,905,000.00

February 1, 1999              $2,000,000.00

May 3, 1999                   $2,000,000.00

August 2, 1999                $2,000,000.00

October 31, 1999              $2,000,000.00

December 31, 1999             All remaining amounts due


     Other than voluntary or mandatory prepayments applied in

accordance with the Credit Agreement upon repayment in full of the

Term Loans, there shall be no scheduled amortization of principal due

with respect to the Term Loans (Combined) prior to the Term Loans

(Combined) Maturity Date; on which Maturity Date all amounts payable

with respect to the Term Loans (Combined) shall be repaid in full.

          7.   Interest Rate Change.     Effective January 1, 1998,
               --------------------
the Borrower shall pay interest in respect of the outstanding

unpaid principal amount of all Revolving Credit Loans in accordance

with the Revolving Credit Interest Rate Options set forth in Section

4.01 of the Credit Agreement plus an additional .25% per annum; such
                             ----
change increasing the rate payable with respect to the Base Rate

Option to the Base Rate plus .25% per annum and the rate payable
                        ----
under the Euro-Rate Option to the Euro-Rate plus 2% per annum.
                                            ----








                                  4

<PAGE>  60
     8.   Mandatory Prepayments.     Section 5.06 of the Credit
          ---------------------
Agreement is hereby deleted and replaced with the following:

     5.06 Mandatory Prepayment
          --------------------
          (a)  Upon the closing of any Offering, the Borrower
     shall, on the date of such closing, use the lesser of (i)
     all of the proceeds of such Offering, net only of 
     customary and reasonable expenses incurred by the Borrower
     in connection with the Offering, or (ii) $10,000,000 to 
     prepay the principal of the Term Loans and Term Loans (Combined)
     then outstanding.

          (b)  Promptly following the receipt of the proceeds
     of sale of any of the Borrower's assets (as said term is 
     defined in accordance with generally accepted accounting
     principles, consistently applied), excluding the proceeds
     of sale of Borrower's inventory held for sale in the 
     normal course of business, individual assets sold for less 
     than $2,500 and the proceeds of Borrower's presently
     contemplated asset sale to Getty Petroleum, the Borrower 
     shall pay all of such proceeds, net only of Permitted Lien
     repayment and customary and reasonable expenses incurred 
     by the Borrower in connection with such sale(s), to prepay 
     the principal of the Term Loans and Term Loans (Combined) 
     then outstanding.

          (c)  Within 45 days after the end of each fiscal 
     quarter of the Borrower, the Borrower shall pay 90% of its
     Excess Cash Flow (as defined in this subparagraph) to 
     prepay the principal of the Term Loans and the Term Loans
     (Combined) then outstanding.  "Excess Cash Flow" shall 
     mean the difference (if positive) between Borrower's
     Consolidated Cash Flow From Operations (which, for 
     purposes of this subparagraph and calculation of 
     Borrower's Minimum Fixed Charge Coverage Ratio, shall 
     include payments from asset sales to Getty Petroleum) for 
     such fiscal quarter and Borrower's Fixed Charges for such 
     fiscal quarter.

          (d)  All mandatory prepayments required pursuant to 
     this Section shall be applied first to unpaid installments 
     of principal of the Term Loans (Combined) until repaid in 
     full and, thereafter, to reduce scheduled amortization 
     payments on the Term Loans in the inverse order of 
     scheduled maturity.

     9.   Affirmative Covenants.     A new Section 8.01(k) shall be
          ---------------------
added to the Credit Agreement which shall provide as follows:

               (k)  At any time after the end of the 
          Borrower's fiscal quarter ending July 2, 1998 (and




                                  5

<PAGE>  61
          periodically at six month intervals thereafter), the
          Borrower shall retain an entity designated by the 
          Banks and satisfactory to the Borrower for the 
          purpose of counting and auditing inventory in not 
          less than 25% of the retail outlet stores then 
          operated by Borrower; said 25% of retail outlets to 
          be selected by the independent entity or the Banks 
          without prior notice to the Borrower.  Said entity 
          shall prepare a written report of its findings and a 
          copy thereof shall be simultaneously delivered to the
          Borrower and the Banks.  Within 30 days of the 
          receipt of any such report, the Borrower shall 
          compare its findings with the Borrower's internal
          inventory calculations and shall provide the Banks 
          with a written report identifying any discrepancies
          discovered and any adjustments applied as a result
          thereof.

     10.  Negative Covenants.
          ------------------
     (a)  Section 8.02(a) of the Credit Agreement is hereby amended

by deleting the existing text after the title "Indebtedness" and

before the existing subparagraphs thereof and adding the following in

its place:

          "The Borrower shall not, and shall not permit any
          Subsidiary to, at any time create, incur, assume or 
          suffer to exist Indebtedness, whether or not 
          otherwise permitted pursuant to the Credit Agreement,
          which purports to preclude the Borrower or any 
          Subsidiary from granting Liens on any of their 
          property or assets, tangible or intangible, now owned 
          or hereafter acquired, to or in favor of the Banks.  
          After January 1, 1998, the Borrower shall not, and 
          shall not permit any Subsidiary to, at any time 
          create, incur, assume or suffer to exist Indebtedness 
          of greater than $250,000 in the aggregate or become 
          liable in respect of any Guaranty for Indebtedness 
          unless such Indebtedness or liability on such 
          Guaranty is expressly subordinated (on terms and
          conditions satisfactory to the Banks in their sole
          discretion) to the repayment of all amounts due under 
          the Credit Agreement.  Subject to and consistent with 
          the foregoing, the Borrower shall not, and shall not
          permit any Subsidiary to, at any time, create, incur,
          assume or suffer to exist any Indebtedness, except:"

     (b)  Section 8.02(k) of the Credit Agreement is hereby amended

by deleting the amount "$4,000,000" as the Aggregate Permitted Amount 





                                  6

<PAGE>  62
for fiscal years ending on and after September 30, 1998 and

substituting therefor the amount "$3,000,000".

     (c)  Section 8.02(l) of the Credit Agreement is hereby deleted

in its entirety and the following is inserted in lieu thereof:

               (1)  Minimum Fixed Charge Coverage Ratio.
                    -----------------------------------
          The Borrower shall not permit the Fixed Charge 
          Coverage Ratio to be less than the ratio set 
          forth below for the periods specified below:

               Period                        Ratio
               ------                        -----
               Fiscal Quarter Ended
               January 1, 1998               .75:1.0

               The Two Consecutive
               Fiscal Quarters Ending
               April 2, 1998                 .85:1.0

               The Three Consecutive 
               Fiscal Quarters Ending
               July 2, 1998                  .875:1.0

               Fiscal Year Ending
               September 30, 1998            .90:1.0

               Four Consecutive Fiscal 
               Quarters Ending at the End 
               of Each Subsequent Fiscal
               Quarter                       1.0:1.0

     (d)  Section 8.02(m) of the Credit Agreement is deleted in its

entirety and the following is inserted in lieu thereof:

               (m)  Maximum Leverage Ratio.  The
                    ----------------------
          Borrower shall not permit the ratio of 
          Consolidated Total Liabilities to Consolidated 
          Net Worth to exceed the ratio set forth below 
          for the period specified:

               Period                        Ratio
               ------                        -----
               Fiscal Quarter Ending
               January 1, 1998               2.75:1.0

               Fiscal Quarter Ending
               April 2, 1998                 2.65:1.0

               Fiscal Quarter Ended July 
               2, 1998 and Thereafter        2.50:1.0

                                  7

<PAGE>  63
     (e)  Section 8.02(o) of the Credit Agreement is deleted in its

entirety.

     11.  EBITDA Covenant.     The Credit Agreement is hereby
          ---------------
amended to add an additional Negative Covenant as Section 8.02(p)

providing as follows:

               (p)  The Borrower shall not permit its 
          earnings before interest, income taxes, 
          depreciation and amortization (determined in 
          accordance with generally accepted accounting 
          principles, consistently applied) to be less 
          than the amount set forth below for the period 
          specified:

                                             Amount (not
                                             -----------
               Period                        Cumulative)
               ------                        -----------

               Fiscal Quarter Ending
               January 1, 1998               $2,175,000

               Fiscal Quarter Ending
               April 2, 1998                 $1,750,000

               Fiscal Quarter Ending
               July 2, 1998                  $3,600,000

               Fiscal Quarter
               Ending September 30, 1998     $3,450,000

               Fiscal Quarter
               Ending January, 1999
               and each Fiscal Quarter
               Thereafter                    $2,500,000

     12.  Merchandise Performance Covenant.     A new Merchandise
          --------------------------------
Performance Covenant shall be added to the Credit Agreement as

Section 8.02(q) as follows:

               (q)  Minimum Merchandise Performance
                    -------------------------------
          Requirement.     The Borrowers shall not permit 
          -----------
          its "Merchandise Performance Income" (as defined 
          herein) to be less than the amount set forth 
          below for the period specified:





                                  8

<PAGE>  64
                                             Amount (Not
                                             -----------
               Period                        Cumulative)
               ------                        -----------

               Fiscal Quarter Ending
               January 1, 1998               ($2,000,000)

               Fiscal Quarter Ended
               April 2, 1998                 ($1,500,000)

               Fiscal Quarter Ended
               July 2, 1998 and each    
               Fiscal Quarter Thereafter      $0

          "Merchandise Performance Income" shall be 
          calculated for each applicable period by 
          subtracting gasoline cost of good sold from 
          Borrower's total cost of goods sold to determine
          "merchandise cost of goods sold";  adding 
          thereto Borrower's selling expense for the 
          period and subtracting the sum of "merchandise 
          cost of goods" sold plus selling expense from 
          merchandise sales for the period.  Gasoline 
          costs of goods sold shall be determined for each
          applicable period by multiplying the gallons of 
          gasoline sold by the average sale price less the 
          average margin per gallon of gasoline sold.  
          Gallons of gasoline sold, the average sale price 
          per gallon, the average margin per gallon, total 
          cost of goods sold, selling expense and 
          merchandise sales shall be calculated by 
          Borrower utilizing the same definitions and 
          methods, consistently applied, as have 
          heretofore been utilized by Borrower in 
          connection with reporting these amounts to the 
          Securities and Exchange Commission in periodic 
          filings.

     13.  Senior Note Repayment.     The Agent and the Banks hereby
          ---------------------
consent to repayment by the Borrower of the remaining principal

balance due by Borrower on the Existing Senior Notes from the

proceeds of Borrower's presently contemplated asset sale to Getty

Petroleum, said repayment to be completed by the Borrower on or

before February 2, 1998.  Borrower's failure to repay the Senior

Notes on or before February 2, 1998 shall constitute a breach of

Borrower's warranties and representations to the Bank.




                                  9

<PAGE>  65
     14.  Conditions Precedent.     The effect and applicability of
          --------------------
this Amendment No. 10 is expressly conditioned upon:

     (a)  The Agent's receipt of counterparts of this Amendment No.

10 duly executed by the Borrower and each of the Banks;

     (b)  The Agent's receipt of a certificate signed by the

Secretary or Assistant Secretary of the Borrower dated as of the

Amendment No. 10 Closing Date certifying as to all action taken by

the Borrower to authorize the execution, delivery and performance of

this Amendment No. 10; and

     (c)  A written opinion of Borrower's legal counsel dated as of

the Amendment No. 10 Closing Date and in a form and substance

satisfactory to the Agent and its counsel which states that Amendment

No. 10 constitutes a binding obligation of the Borrower enforceable

in accordance with its terms (subject to applicable bankruptcy and

equity exceptions).

     15.  Warranties and Representations.     The Borrower hereby
          ------------------------------
represents to the Agent and the Banks that, after giving effect to

the waiver provided in Paragraph 5 hereof, the representations and

warranties of the Borrower contained in Article VI of the Credit

Agreement remain true and accurate on and as of the date hereof.

     16.  Fee Reimbursement.     The Borrower agrees to reimburse
          -----------------
the Agent and the Banks immediately upon invoice for all reasonable

costs, expenses and disbursements incurred by the Banks with respect

to the negotiation and documentation of this Amendment No. 10. 

Payment of such costs and expenses by Borrower shall be an

independent obligation undertaken pursuant to this Amendment No. 10 







                                  10

<PAGE>  66
but shall also fulfill Borrower's existing obligations as provided in

Sections 10.05 and 11.03 of the Credit Agreement.

     17.  Governing Law.     This Amendment No. 10 shall be governed
          -------------
by and construed in accordance with the internal laws of the

Commonwealth of Pennsylvania without reference to its principles of

conflicts of law.

     18.  Execution.     This Amendment may be executed in one or
          ---------
more counterparts, each of which shall be deemed an original and all

of which shall constitute one in the same instrument.  Execution

shall be deemed complete when the Agent has received any number of

counterparts which, taken together, contain the signatures of all

parties to this Amendment No. 10.

     IN WITNESS WHEREOF, the parties hereto have executed this

Amendment No. 10 as of the date first above written.


                              UNI-MARTS, INC.

                              By:  /S/ J. KIRK GALLAHER
                                   -------------------------------
                              Title:    Executive Vice President
                                        --------------------------


                              PNC BANK, NATIONAL ASSOCIATION,
                              individually and as Agent

                              By:  /S/ LOUIS R. CESTELLO
                                   -------------------------------
                              Title:    Vice President
                                        --------------------------


                              CORESTATES BANK, N.A.

                              By:  /S/ PAUL S. PHILLIPS
                                   -------------------------------
                              Title:    Senior Vice President
                                        --------------------------






                                  11

<PAGE>  67
                              THE SUMITOMO BANK, LIMITED

                              By:  /S/ GEORGE J. CERMINARA
                                   -------------------------------
                              Title:    Vice President
                                        --------------------------

                              By:  /S/ PAUL F. NOEL
                                   -------------------------------
                              Title:    Vice President
                                        --------------------------















































                                  12