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                                                                  EXHIBIT 4.4.2

                           AMENDMENT TO REGISTRATION
                                RIGHTS AGREEMENT


         This Amendment to Registration Rights Agreement ("Amendment") is made
as of April 22, 1993, by and between E-Z Serve Corporation, a Delaware
Corporation (the "Company"), DLJ Capital Corp., a Delaware corporation (the
"DLJ"), and Tenacqco Bridge Partnership, a partnership formed under the laws of
New York ("Tenacqco").

         WHEREAS, the Company and Tenacqco entered into that certain
Registration Rights Agreement dated as of July 31, 1992 (the "Agreement");

         WHEREAS, the Company has issued to DLJ 200,000 shares of the Company's
Series F Convertible Preferred Stock, par value $0.01 per share (the "Series F
Preferred") and the shares of Series F Preferred are convertible into shares of
the Company's common stock, par value $0.01 per share ("Common Stock");

         WHEREAS, the parties desire to amend the Agreement.

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

         1.      The term "Investor" shall be deemed to include DLJ.

         2.      Section 1.1(b) of the Agreement is hereby amended in its
                 entirety to be as follows:

                 (b)      The term "Registrable Securities" means (1) the
         shares of Common Stock issued pursuant to the Amended Purchase
         Agreement, (2) the Common Stock issued in exchange for the accrued but
         unpaid dividends on TOC Retail, Inc.'s Series B Preferred Stock
         pursuant to the warrants to purchase the Company's Series D
         Convertible
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         Preferred Stock ("Warrants") which are issued pursuant to the Amended
         Purchase Agreement, (3) the Common Stock issued or issuable upon the
         conversion of the shares of Preferred Stock, (4) the Common Stock
         issued or issuable upon the conversion of the shares of the Company's
         Series F Convertible Preferred Stock issued to DLJ Capital Corp. on
         April 20, 1993, and (5) any Common Stock of the Company issued as (or
         issuable upon the conversion or exercise of any warrant, right or
         other security which is issued as) a dividend or other distribution
         with respect to, or in exchange for or in replacement of, such
         securities described in (1),(2), (3) or (4) of this paragraph;
         provided, however, that any shares of Common Stock previously sold to
         the public pursuant to a registered public offering or pursuant to an
         exemption from the registration requirements of the 1933 Act shall
         cease to be Registrable Securities.

         3.      Section 2.2 of the Agreement is hereby amended by replacing
                 the words "DLJ Bridge Finance, L.P." with the words "DLJ
                 Capital Corp."

Except as expressly amended herein, the Agreement shall remain in full force
and effect.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the date first above written.

                                        E-Z SERVE CORPORATION


                                        By: /s/ John T. Miller 
                                           -------------------------------------
                                        Name: John T. Miller 
                                        Title: Senior Vice President





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                                        DLJ CAPITAL CORP. for itself and as
                                        General Partner of TENACQCO
                                        BRIDGE PARTNERSHIP


                                        By:  /s/ Paul Thompson, III
                                           -------------------------------------
                                        Name: Paul Thompson, III
                                        Title: Vice President





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