<PAGE>  81
                    AMENDED AND RESTATED NOTE


$800,000.00                               State College, Pennsylvania
                                                      January 7, 1998

     FOR VALUE RECEIVED, Henry D. Sahakian, an individual with a
residence at 180 Haymaker Circle, State College, PA 16801 (the
"Maker"), promises to pay, in accordance with the schedule attached
hereto, to the order of Uni-Marts, Inc., a Delaware corporation with
its principal place of business at 477 East Beaver Avenue, State
College, Pennsylvania 16801-5690 (the "Payee"), without defalcation
or setoff, the principal sum of EIGHT HUNDRED THOUSAND DOLLARS
($800,000.00) lawful money of the United States of America, together
with interest on the unpaid principal balance at the Brokerage Call
Rate (the "Rate") then in effect.  The Rate shall change
contemporaneously with changes to the Brokerage Call Rate.  Interest
shall be calculated on the basis of a 360-day year, counting the
actual number of days elapsed, and shall be payable in arrears on
each payment date.

     All payments of principal and interest hereunder shall be
payable by Payee in accordance with the schedule attached hereto. 
Payment shall be made to Payee in immediately available funds at the
above address or at such other place as the Payee or any other holder
may from time to time designate.
 
     In the event the due date of any payment hereunder is not a
Business Day, such payment shall be due on the next succeeding
Business Day, provided that any such payment bearing interest shall
continue to accrue interest until paid.  "Business Day" shall mean
any day other than Saturday, Sunday, or a legal holiday in the
Commonwealth of Pennsylvania; provided that, if at any time four
consecutive days are not Business Days, the day next following such
four days shall be deemed a Business Day.

     This Note is secured by a certain Pledge and Security Agreement
of even date herewith in the form attached hereto (the "Pledge
Agreement") between Maker and Payee, as the same may be amended from
time to time.

     The occurrence of any of the following events with respect to
Maker shall constitute an event of default hereunder (an "Event of
Default"):   (a) if any payment of principal or interest as aforesaid
shall not be paid when due, and shall continue unpaid for a period of
fifteen (15) days following written notice thereof from Payee; or (b)
if Maker shall be unable to pay his debts as they become due, or
shall become insolvent; or (c) if Maker shall make an assignment for
the benefit of creditors, or file a voluntary petition under the
Bankruptcy Code, as amended, or any other Federal or state insolvency
law or apply for or consent to the appointment of a receiver, trustee
or custodian for all or a part of his property; or (d) if Maker shall
file an answer admitting the jurisdiction of the court and the
material allegations of an involuntary petition filed against him
under the Bankruptcy Code, as amended, or any other Federal or state
insolvency law, or shall fail to have such a petition dismissed
within thirty (30) days after its filing; or (e) if an order for
relief shall be entered following the filing of an involuntary
petition against Maker under the Bankruptcy Code, as amended, or any 

<PAGE>  82
other Federal or state insolvency law, or if an order shall be
entered appointing a trustee, receiver or custodian of all or part of
his property.

     Upon the occurrence of an Event of Default hereunder, the entire
unpaid amount of principal and interest hereunder shall, at the
option of Payee or any other holder hereof, become immediately due
and payable without notice or demand.  In addition, upon the
occurrence of an Event of Default hereunder, Payee shall have all
rights and remedies provided under all applicable laws and Payee
shall have the right, immediately and without notice or further
action by it, to set off against this Note all money owed by Payee in
any capacity to Maker, whether or not due.

     The Maker hereby waives demand, presentment, protests, and
notice of demand and non-payment in connection with the delivery,
acceptance, performance or enforcement of this Note.  Any failure or
delay of Payee to exercise any right hereunder shall not operate or
be construed as a waiver of the right to exercise the same or any
other right at any other time or times.  The waiver by Payee of a
breach or default of any provisions of this Note shall not operate or
be construed as a waiver of any subsequent breach or default thereof. 
The Maker agrees to reimburse Payee for all expenses, including
reasonable attorneys' fees, incurred by Payee to enforce the
provisions hereof and collect the Maker's obligations hereunder.

     THE MAKER HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY
COURT OF RECORD UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT (AS
DEFINED HEREIN) TO APPEAR FOR AND CONFESS JUDGMENT AGAINST THE MAKER,
WITHOUT PRIOR NOTICE TO THE MAKER OR PRIOR OPPORTUNITY TO BE HEARD,
FOR SUCH SUMS AS SHALL HAVE BECOME DUE UNDER THIS NOTE; IN EITHER
CASE WITH OR WITHOUT DECLARATION, WITH COSTS OF SUIT AND RELEASE OF
ERROR, WITHOUT STAY OR EXECUTION AND WITH REASONABLE ATTORNEYS' FEES
AND OTHER EXPENSES OR COLLECTION ADDED; AND ALSO WAIVES AND RELEASES
ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAW OF
ANY STATE NOW IN FORCE OR HEREAFTER ENACTED.  IF A COPY OF THIS NOTE,
VERIFIED BY AFFIDAVIT OF PAYEE OR SOMEONE ON BEHALF OF PAYEE, SHALL
HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE
ORIGINAL NOTE AS A WARRANT OF ATTORNEY.  THE AUTHORITY AND POWER TO
APPEAR FOR AND ENTER JUDGMENT AGAINST THE MAKER SHALL NOT BE
EXHAUSTED BY ONE OR MORE EXERCISES THEREOF, OR BY AN IMPERFECT
EXERCISE THEREOF, AND SHALL NOT BE EXTINGUISHED BY ANY JUDGMENT
ENTERED PURSUANT THERETO; THE AUTHORITY AND POWER MAY BE EXERCISED ON
ONE OR MORE OCCASIONS, FROM TIME TO TIME, IN THE SAME OR DIFFERENT
JURISDICTIONS, AS OFTEN AS PAYEE SHALL DEEM NECESSARY OR DESIRABLE,
FOR ALL OF WHICH THIS NOTE SHALL BE SUFFICIENT WARRANT.

     This Amended and Restated Note replaces and supersedes the Note
made by the Maker dated March 25, 1997 (the "Prior Note").  To the
extent that the principal balance of this Note includes the
Borrower's indebtedness hitherto evidenced by the Prior Note, this
Note (I) merely re-evidences the indebtedness hitherto evidenced by
the Prior Note, (ii) is given as substitution for, and not as payment
of, the Prior Note (iii) is in no way intended to constitute a
novation of the Prior Note.

     This Note shall be construed according to, and shall be governed
by, the laws of the Commonwealth of Pennsylvania.  The provisions of
this Note shall be deemed severable, so that if any provision hereof 

<PAGE>  83
is declared invalid under the laws of any state where it is in
effect, or of the United States, all other provisions of this Note
shall continue in full force and effect.  This Note may be amended
only by a writing signed on behalf of each party.

     This Note shall be binding upon the heirs, personal
representatives, successors and assigns of Maker, and shall inure to
the benefit of and be enforceable by the successors and assigns of
Payee or any other holder hereof.  This Note is intended to take
effect as an instrument under seal. 

     MAKER ACKNOWLEDGES THAT HE HAS HAD THE ASSISTANCE OF COUNSEL IN
THE REVIEW AND EXECUTION OF THIS NOTE AND FURTHER ACKNOWLEDGES THAT
THE MEANING AND EFFECT OF THE CONFESSION OF JUDGMENT HAVE BEEN FULLY
EXPLAINED TO MAKER BY SUCH COUNSEL.

     IN WITNESS WHEREOF, the undersigned has duly executed, sealed
and delivered this Note the day and year first above written.


WITNESS:                          HENRY D. SAHAKIAN


/S/  JUDY L. TREASTER             /S/ HENRY D. SAHAKIAN
----------------------------      ---------------------------



<PAGE>  84
                         PAYMENT SCHEDULE




         3-31-98                            $50,000

         6-30-98                            $50,000

         9-30-98                            $50,000

        12-31-98                            $50,000

         3-31-99                            $50,000

         6-30-99                            $50,000

         9-30-99                            $50,000

        12-31-99                            $50,000

         3-31-00                           $400,000

<PAGE>  85
                  PLEDGE AND SECURITY AGREEMENT


     THIS AGREEMENT is made as of this 7th day of January, 1998,
between HENRY D. SAHAKIAN ("Borrower"), an individual with a
residence address at 180 Haymaker Circle, State College, PA 16801,
and UNI-MARTS, INC. ("Lender"), a Delaware corporation with its
principal place of business at 477 East Beaver Avenue, State College,
PA 16801-5690.

     Lender had made a demand loan in the principal amount of
$800,000 (the "Loan") to Borrower against his Note (the "Note") in
the principal amount of $800,000.  As a condition to making the Loan,
Lender has required the execution and delivery of this Agreement.

     NOW, THEREFORE, in consideration of, and as an inducement to
Lender to make the Loan, and intending to be legally bound, the
parties hereto agree as follows:

     1. Pledge of Securities.
        --------------------
        (a)  Borrower hereby pledges, assigns and delivers to
Lender and grants to Lender a security interest in the shares of
capital stock set forth on Exhibit A attached hereto and made a part
hereof, together with all proceeds and substitutions of any thereof,
all cash, stock and other monies and property paid thereon, all
rights to subscribe for securities declared or granted in connection
therewith, and all other cash and non-cash proceeds of the foregoing
(all hereinafter called the "Pledged Collateral"), as security for
the prompt repayment of the Note and all obligations of Borrower
pursuant to this Agreement (collectively, the "Secured
Indebtedness").  The term Pledged Collateral shall also include any
securities, instruments or distributions of any kind issuable, issued
or received by Borrower upon conversion of, in respect of, on account
of, or in exchange or substitution for any other Pledged Collateral,
including, but not limited to, those arising from a stock dividend,
stock split, reclassification, reorganization, merger, consolidation,
sale of assets or other exchange of securities or any dividends or
other distributions of any kind upon or with respect to the Pledged
Collateral.

        (b)  The certificate or certificates for the securities
included in the Pledged Collateral, duly endorsed in blank by
Borrower or accompanied by an instrument of assignment duly executed
in blank by Borrower, have been, or will be immediately upon the
subsequent receipt thereof by Borrower, accepted by Borrower as
Lender's agent in trust for Lender and, delivered by Borrower to
Lender.  Lender may at any time effect the transfer of any securities
included in the Pledged Collateral into the name of Lender or its
nominees and cause new certificates representing such securities to
be issued in the name of Lender or its nominee.







                                1
<PAGE>  86
     2. Representations and Warranties.  Borrower represents and 
        ------------------------------
warrants to Lender that:

        (a)  This Agreement has been duly authorized, executed and
delivered by Borrower and such execution and delivery and the
performance by Borrower or Borrower's obligations hereunder will not
violate any provision of law or any judgement, order or regulation of
any court or of any public or governmental agency or authority
applicable to Borrower and will not conflict with or constitute a
breach of or a default under any agreement, indenture or instrument
to which Borrower is a party or by which Borrower or any of
Borrower's property is bound, and this Agreement constitutes the
legal, valid and binding obligation of Borrower enforceable in
accordance with its terms:

        (b)  All of the Pledged Collateral has been validly issued
and is fully paid and nonassessable and is owned by Borrower free and
clear of all security interest, liens, encumbrances or other
restrictions except the interest of Lender pursuant to this Agreement
and the possible restrictions on transfer referred to in section 6.2
hereof, and no disability or contractual obligations exists which
would prohibit Borrower from pledging the Pledged Collateral pursuant
to this Agreement;

        (c)  Borrower has full power and authority to create a
first lien on the Pledged Collateral in favor of Lender and upon
delivery of the Pledged Collateral to Lender or its agent, this
Agreement shall create a valid first lien upon and perfected security
interest in the Pledged Collateral subject to no prior security
interest, lien, encumbrance or other restriction; and

        (d)  The Pledged Collateral is not the subject of any
present or threatened suit,  action, arbitration, administrative or
other proceeding, and Borrower knows of no reasonable grounds for the
institution of any proceedings.

     All of the above representations and warranties shall survive
the making of this Agreement.

     3. Covenants.  Borrower hereby covenants that, until all of the
        ---------
Secured Indebtedness has been satisfied in full, it will:

        (a)  Not sell, convey or otherwise dispose of any of the
Pledged Collateral or any interest therein or create, incur or permit
to exist any pledge, mortgage, lien, charge or encumbrance or any
security interest whatsoever in or with respect to any of the Pledged
Collateral other than that created hereby; or

        (b)  Defend, at its own expense, Lender's right, title and
security interest in and to the Pledged Collateral against the claims
of any person, firm, corporation or other entity.





                                2

<PAGE>  87
     4. Voting and Cash Dividends Prior to Default.  Unless an Event
        ------------------------------------------
of Default hereunder shall have occurred and be continuing, Borrower
shall be entitled to (a) exercise any voting rights with respect to
the Pledged Collateral and to give consents, waivers and
ratifications in respect thereof, PROVIDED that no vote shall be cast
or consent, waiver or ratification given or action taken which would
be inconsistent with any of the terms of this Agreement, the Note or
any instrument executed and delivered pursuant hereto or thereto, or
which would constitute or create any violation of any such terms, or
which would otherwise cause a material decrease in the value of or
other deterioration of the Pledged Collateral and (b) receive and
retain for his own use cash dividends on the Pledged Collateral paid
out of earned surplus.  All such rights of Borrower to vote and give
consents, waivers and ratifications and to receive and retain cash
dividends shall cease if an Event of Default hereunder shall occur
and be continuing in which event whether or not the Pledged
Collateral shall have been registered in Lender's or its nominee's
name, Lender or its nominee shall have the right to exercise all
voting rights with respect to the Pledged Collateral and any
dividends shall be delivered by Borrower to Lender and, at Lender's
option held as additional security hereunder or applied toward
satisfaction of the Secured Indebtedness.

     5. Events of Default.  Each of the following shall constitute
        -----------------
an event of default ("Event of Default") hereunder.

        (a)  The occurrence of an Event of Default under the Note;
or

        (b)  Failure by Borrower to observe or perform any of the
provisions of this Agreement and such failure shall continue
unremedied for a period of 15 days after Lender shall give notice to
Borrower of such failure; or

        (c)  Any representation or warranty of Borrower made herein
proves to be false or misleading in any material respect.

     6. Lender's Remedies Upon Default.
        ------------------------------
     6.1     Upon the occurrence of an Event of Default, Lender shall
have the right to exercise all such rights as a secured party under
the Uniform Commercial Code of Pennsylvania (the "U.C.C.") as it, in
its sole judgement, shall deem necessary or appropriate, without
demand of performance or other demand, advertisement, or notice of
any kind (except the notice specified below of time and place of
public or private sale) to or upon Borrower or any other person (all
of which are to the extent permitted by law, hereby expressly waived
by Borrower), including the right to sell all or any part of the
Pledged Collateral at one or more public or private sales at any
exchange, broker's board or at any of the Lender's offices or
elsewhere; and any such sale or sales may be made for cash, upon
credit, or for future delivery, and in connection therewith, Lender
may grant options, provided that any such terms or options shall, in
the best judgment of Lender, be extended only in order to obtain the
best possible price.  Lender need not give more than five days notice 

                                3

<PAGE>  88
of the time and place of any public sale or of the time after which a
private sale or other disposition of the Pledged Collateral may take
place, which notice Borrower hereby deems reasonable.  No sale of any
Pledged Collateral upon a generally recognized securities exchange
through a registered securities broker will give rise to a credit
against the Secured Indebtedness until such broker credits Lender's
account with the sale proceeds.  Lender may resort first to the
security created by this Agreement or first to the security afforded
by any other instruments, in any such case without affecting Lender's
rights under this Agreement.

     6.2     Borrower recognizes that Lender may be unable to effect
a public sale of all or a part of the Pledged Collateral by reason of
certain prohibitions contained in the Securities Act of 1933, as
amended (the "Act"), so that Lender may be compelled to resort to one
or more private sales to a restricted group of purchasers who will be
obliged to agree, among other things, to acquire the Pledged
Collateral for their own account, for investment and without a view
to the distribution or resale thereof.  Borrower understands that
private sales so made may be at prices and on other terms less
favorable to the seller than if the Pledged Collateral were sold at
public sales, and agrees that Lender has no obligation to delay the
sale of any of the Pledged Collateral for the period necessary to
permit the issuer of the Pledged Collateral (even if the issuer would
agree) to register such securities for sale under the Act.  Borrower
agrees that private sales made under the foregoing circumstances
shall be deemed to have been made in a commercially reasonable
manner.  Of any sale of the Pledged Collateral, Lender is hereby
authorized to comply with any limitation or restriction compliance
with which is necessary, in the view of Lender's counsel, in order to
avoid any violation of applicable law or in order to obtain any
required approval of the purchaser by any applicable governmental
authority.

     6.3     After the sale of any of the Pledged Collateral, Lender
may deduct all reasonable legal and other expenses and attorneys'
fees for preserving, collecting, selling and delivering the Pledged
Collateral and for enforcing its rights with respect to the Secured
Indebtedness, and shall apply the residue of the proceeds to, or hold
as a reserve against, the Secured Indebtedness in such manner as
Lender in its sole discretion shall determine, and shall pay the
balance, if any, to Borrower.  To facilitate the exercise of Lender's
remedies following an Event of Default, Borrower hereby appoints any
officer of Lender as his attorney-in-fact to collect and receive all
payments in respect of the Pledged Collateral, and to endorse the
name of Borrower thereto for such purpose, and to apply such receipts
to the Secured Indebtedness and to execute on behalf of Borrower all
financing statements and other documents necessary to perfect and
maintain Lender's security interest in the Pledged Collateral.  The
remedies provided herein in favor of Lender shall not be deemed
exclusive, but shall be cumulative, and shall be in addition to all
other legal and equitable remedies which Lender may have, and no
delay on the part of Lender in exercising any of its powers or
rights, or any partial or single exercise thereof, shall constitute a
waiver thereof.



                                4

<PAGE>  89
     7. Release of Pledged Collateral.  Upon satisfaction in full of
        -----------------------------
the Secured Indebtedness and of all additional costs and expenses of
Lender as provided herein, this Agreement shall terminate and Lender
shall deliver to Borrower, at Borrower's expense, such of the Pledged
Collateral as shall not have been sold or otherwise applied pursuant
to this Agreement.

     8. Notices.  Borrower will promptly deliver to Lender all
        -------
written notices, and will promptly give Lender written notice of any
other notice, received by it with respect to the Pledged Collateral,
and, prior to the occurrence of an Event of Default, Lender will
promptly give like notice to Borrower of any such notices received by
it or its nominee.  Any notice required or permitted by this
Agreement shall be in writing and shall be deemed to have been given
when sent by registered or certified mail, return receipt requested,
addressed to the parties at their addresses set forth above or to
such other person or address as either party shall designate to the
other from time to time in writing forwarded in like manner.

     9. Miscellaneous.
        -------------
        (a)  Other than the exercise of reasonable care to assure
the safe physical custody of the Pledged Collateral while held by
Lender hereunder, Lender shall have no duty or liability, including
without limitation, any obligation or duty to collect any sums due in
respect thereof or to protect or preserve any rights against prior
parties or any other rights pertaining thereto and shall be relieved
of all responsibility for the Pledged Collateral upon surrendering it
or tendering surrender of it to Borrower.

        (b)  Borrower, at its expense, will execute, acknowledge
and deliver all such instruments in form satisfactory to Lender and
take all such action as Lender from time to time may reasonably
require in order further to effectuate the purposes of this Agreement
and to carry out the terms hereof, including without limitation,
delivering to Lender upon the occurrence of an Event of Default
irrevocable proxies with respect to the Pledged Collateral.  Until
receipt thereof, this Agreement shall constitute Borrower's proxy to
Lender or its nominee to vote all shares of the Pledged Collateral
then registered in Borrower's name.

        (c)  This Agreement shall inure to the benefit of and shall
be binding upon the successors and assigns of the parties hereto.

        (d)  This Agreement may not be amended, modified or
terminated except in a writing executed by each party hereto; and no
waiver of any provision or consent hereunder shall be effective
unless executed in a writing by the waiving or consenting party.

        (e)  This Agreement and the rights and obligations
hereunder shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania without regard to principles
of conflicts of law.



                                5

<PAGE>  90
        (f)  The paragraph headings used herein are for convenience
only and do not affect or modify the terms and conditions hereof.

        (g)  If any provision hereof is found by a court of
competent jurisdiction to be prohibited or unenforceable, it shall be
ineffective only to the extent of such prohibition or
unenforceability, and such prohibition or unenforceabilty shall not
invalidate the balance of such provision to the extent it is not
prohibited or enforceable, nor invalidate the other provisions
hereof, all of which shall be liberally construed in favor of Lender
in order to effect the provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


                                HENRY D. SAHAKIAN 


                                /S/ HENRY D. SAHAKIAN
                                ----------------------------------


(Corporate Seal)                     UNI-MARTS, INC.
                                By: /S/ J. KIRK GALLAHER
                                    -------------------------------

                                Name: J. KIRK GALLAHER
                                      -----------------------------

                                Title: EXECUTIVE VICE PRESIDENT
                                       ----------------------------
























                                6