[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

Exhibit 10.5

[***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT

AMENDMENT NO. 2 TO
AREA LICENSE AGREEMENT

     WHEREAS, Southwest Convenience Stores, Inc. (“SCS”) and The Southland Corporation (“Southland”) entered into that certain Area License Agreement dated as of June 2, 1993, (the “Agreement”), covering certain parts of the State of Texas (the “Licensed Territory” — as therein defined); and

     WHEREAS, SCS and Fina Oil and Chemical Company (“Fina”) agreed to form a limited liability company named Southwest Convenience Stores LLC (the “Licensee”), and to transfer the Agreement and certain assets to the Licensee pursuant to certain agreements and arrangements between Fina and SCS; and

     WHEREAS, SCS changed its name to Permian Basin Investments, Inc., d/b/a Southwest Convenience Stores (“Permain”), and Southland, Permian, the Licensee and Fina all executed that certain Amendment to Area License Agreement and Consent to Assignment, dated as of December 12, 1996 to accomplish the assignment and to establish certain additional relationships and obligations between them; and

     WHEREAS, the Licensee wishes to purchase 14 existing Eagle Mart convenience stores in Archer, Clay and/or Wichita counties in Texas (the “Additional Counties”); and

     WHEREAS, pursuant to the Agreement, the Licensee must operate any stores it acquires as licensed 7-Eleven strobes under the Agreement, and must also obtain approval to increase its Licensed Territory to cover the area where stores to be purchased are located; and

     WHEREAS, SCS is willing to pay a License Fee for the Additional Counties to be added to the Licensed Territory and is willing to agree to other requirements in order to induce Southland to grant the license for those Additional Counties.

     NOW THEREFORE, in consideration of the covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Southland and the Licensee hereby agree as follows:

1.

The Licensee shall pay to Southland upon execution of this Amendment, the sum of $[***] as a License Fee for the addition of Archer, Clay and Wichita counties to the Licensed Territory set out on Exhibit A and Exhibit A, Licensed Territory, to the Agreement is hereby deleted and Exhibit A - 2 is added to the Agreement and shall be a part thereof, evidencing the addition of those counties to the Licensed Territory.

2.

This Amendment and the grant of the Additional Counties to the Licensed Territory shall be effective when signed by both parties and upon the closing of the contemplated transaction whereby the Licensee purchases all of the contemplated Eagle Mart stores, as set out above.

	3.		The purchased stores shall be covered by the Licensee’s Store Quota and the Licensed Royalty shall be paid on each of their operations, beginning immediately upon the purchase of the stores by the Licensee, all as set out in the Agreement.
	4.		All of the Eagle Marts purchased by the Licensee pursuant to the contemplated transaction shall, within a reasonable time, be converted to operating 7-Eleven stores, including bringing them up to Southland’s “Restore” standards, all as approved by Southland.
	5.		In all other respects, the Agreement, as amended, is hereby ratified and affirmed.

     IN WITNESS WHEREOF, the parties hereto agree to this Amendment No. 2 to Area License Agreement, this 14 day of August, 1997.

Southwest Convenience Stores LLC				Attest:
By:		/s/ Donald E. Wood		By:		/s/ Paul G. (Illegible)
The Southland Corporation				Attest:
By:		/s/ Stephen B. (Illegible)		By:		/s/ Michael R. Davis
						Michael R. Davis Assistant Secretary

EXHIBIT A — 2

LICENSED TERRITORY

     The License to be granted covers the following counties in the States of Texas and New Mexico:

TEXAS				NEW MEXICO
Andrews				Bernalillo
Archer				Catron
Bailey				Chaves
Borden				Cibola
Brewster				Curry
Clay				De Baca
Cochran				Dona Ana
Crane				Eddy
Crockett				Grant
Crosby				Guadalupe
Culberson				Hidalgo
Dawson				Lea
Ector				Lincoln
El Paso				Los Alamos
Floyd				Luna
Gaines				McKinley
Garza				Otero
Glasscock				Quay
Hale				Roosevelt
Hockley				San Miguel
Howard				Sandoval
Hudspeth				Santa Fe
Jeff Davis				Sierra
Lamb				Socorro
Loving				Taos
Lubbock				Torrance
Lynn				Union
Martin				Valencia
Midland
Mitchell
Pecos
Presidio
Reagan
Reeves
Scurry
Sterling
Terrell
Terry
Upton
Ward
Wichita
Winkler
Yoakum

		Southland	/s/ Stephen B. (Illegible)
		Licensee	/s/ Donald E. Wood
		Date 08-14-97