EXHIBIT 10.1


                                MASTER AGREEMENT


                            Dated as of June 11, 1999


                                      among

                           DOLLAR GENERAL CORPORATION,
                           as a Lessee and Guarantor,


                         CERTAIN SUBSIDIARIES OF DOLLAR
                        GENERAL CORPORATION, as Lessees,


                   ATLANTIC FINANCIAL GROUP, LTD., as Lessor,

                  THREE PILLARS FUNDING CORPORATION, as Lender,

                 CERTAIN FINANCIAL INSTITUTIONS PARTIES HERETO,
                               as Liquidity Banks,

         SUNTRUST BANK, NASHVILLE, N.A., as Agent and as Liquidity Agent

                FIRST UNION NATIONAL BANK, as Syndication Agent,

    BANK OF AMERICA NATIONAL TRUST AND SAVINGS BANK, as Documentation Agent,

    THE FIRST NATIONAL BANK OF CHICAGO and WACHOVIA BANK, N.A., as Co-Agents

                                       and

           SUNTRUST EQUITABLE SECURITIES CORPORATION, as Administrator


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<TABLE>
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                                TABLE OF CONTENTS
                                                                             Page (1)

<S>                                                                              <C>
SECTION 1 DEFINITIONS; INTERPRETATION ......................................      2

SECTION 2 ACQUISITION, CONSTRUCTION AND LEASE; FUNDINGS; NATURE OF
          TRANSACTION
                                                                                  2
                SECTION 2.1  Agreement to Acquire, Construct, Fund and Lease      2
                    (a)  Land ..............................................      2
                    (b)  Building ..........................................      2

                SECTION 2.2  Fundings of Purchase Price, Development
                             Costs and Construction Costs ..................      3
                    (a)  Initial Funding and Payment of Purchase Price
                         for Land and Development Costs on Closing Date ....      3
                    (b)  Subsequent Fundings and Payments of Construction
                         Costs during Construction Term ....................      3
                    (c)  Aggregate Limits on Funded Amounts ................      3
                    (d)  Notice, Time and Place of Fundings ................      4
                    (e)  Lessees' Deemed Representation for Each Funding ...      4
                    (f)  Not Joint Obligations .............................      5
                    (g)  Non-Pro Rata Fundings .............................      5
                    (h)  Pre-Funded Amount..................................      5

                SECTION 2.3  Funded Amounts and Interest and Yield
                             Thereon; Facility Fee .........................      6

                SECTION 2.4  Lessee Owner for Tax Purposes .................      6

                SECTION 2.5  Amounts Due Under Lease .......................      6

SECTION 3 CONDITIONS PRECEDENT; DOCUMENTS ..................................      7

                SECTION 3.1  Conditions to the Obligations of the
                             Funding Parties on each Closing Date...........      7
                    (a)  Documents .........................................      7
                         (i)    Deed and Purchase Agreement.................      7
                         (ii)   Lease Supplement............................      8
                         (iii)  Mortgage and Assignment of Lease and Rents..      8
                         (iv)   Security Agreement and Assignment...........      8
                         (v)    Survey......................................      8
                         (vi)   Title and Title Insurance ..................      9
                         (vii)  Appraisal...................................      9
                         (viii) Environmental Audit and related
                                Reliance Letter.............................      9
                         (ix)   Evidence of Insurance.......................     10
                         (x)    UCC Financing Statement; Recording Fees;
                                Transfer Taxes..............................     10
                         (xi)   Opinions....................................     10
                         (xii)  Officer's Certificate.......................     10
                         (xiii) Good Standing Certificates..................     11
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(1) Page numbers are for original printed document and are not conformed for
    filing via Edgar

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<TABLE>
<CAPTION>
<S>                                                                              <C>
                    (b)  Litigation.........................................     11
                    (c)  Legality...........................................     11
                    (d)  No Events..........................................     11
                    (e)  Representations....................................     11
                    (f)  Cutoff Date........................................     11
                    (g)  Transaction Expenses ..............................     12

                SECTION 3.2  Additional Conditions for the Initial
                             Closing Date...................................     12
                         (i)    Guaranty....................................     12
                         (ii)   Loan Agreement..............................     12
                         (iii)  Master Agreement............................     12
                         (iv)   Construction Agency Agreement...............     12
                         (v)    Lease.......................................     12
                         (vi)   Lessee's Resolutions and Incumbency
                                Certificate, etc............................     12
                         (vii)  Opinions of Counsel.........................     13
                         (viii) Good Standing Certificate...................     13
                         (ix)   Lessor's Consents and Incumbency
                                Certificate, etc............................     13

                SECTION 3.3  Conditions to the Obligations of Lessee ......      13
                    (a)  General Conditions ...............................      13
                    (b)  Legality .........................................      13
                    (c)  Purchase Agreement; Ground Lease .................      14

                SECTION 3.4  Conditions to the Obligations of the
                             Funding Parties on each Funding Date .........      14
                    (a)  Funding Request ..................................      14
                    (b)  Condition Fulfilled ..............................      14
                    (c)  Representations ..................................      14
                    (d)  No Bonded Stop Notice or Filed Mechanics Lien ....      14
                    (e)  Lease Supplement .................................      14

                SECTION 3.5  Completion Date Conditions ...................      15
                    (a)  Title Policy Endorsements; Architect's Certificate      15
                    (b)  Construction Completion ..........................      15
                    (c)  Construction Agent Certification .................      15

                SECTION 3.6  Addition of Lessees ..........................      16

SECTION 4 REPRESENTATIONS .................................................      17
                SECTION 4.1  Representations of Lessees ...................      17
                    (a)  Organization; Corporate Powers ...................      17
                    (b)  Authority ........................................      17
                    (c)  Binding Obligations ..............................      17
                    (d)  No Conflict ......................................      18
                    (e)  Governmental Consents ............................      18
                    (f)  Governmental Regulation ..........................      18
                    (g)  Requirements of Law ..............................      18
                    (h)  Rights in Respect of the Leased Property .........      18
                    (i)  Hazardous Materials - Leased Properties ..........      18
                    (j)  Leased Property ..................................      20
</TABLE>

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<TABLE>
<CAPTION>
<S>                                                                              <C>
                    (k)  True and Complete Disclosure .....................      20
                    (l)  Financial Statements .............................      20
                    (m)  No Material Litigation ...........................      21
                    (n)  Margin Regulations ...............................      21
                    (o)  Subsidiaries .....................................      21
                    (p)  Compliance With Environmental Laws ...............      21
                    (q)  Insurance ........................................      22
                         (r) No Default ...................................      22
                    (s)  No Burdensome Restrictions .......................      22
                         (t) Taxes ........................................      22
                         (u) Year 2000 Issues .............................      23
                    (v)  ERISA ............................................      23
                    (w) Patents, Trademarks, Licenses, Etc ................      24
                    (x)  Ownership of Property; Liens .....................      24
                    (y)  Indebtedness .....................................      25
                    (z)  Financial Condition ..............................      25
                    (aa) Labor Matters ....................................      25
                    (bb) Payment or Dividend Restrictions .................      25
                    (cc) Financial Projections ............................      26
                    (dd) Notice of Violations .............................      26
                    (ee) Filings ..........................................      26

                SECTION 4.2  Representations of the Lessor ................      26
                    (a)  Securities Act ...................................      26
                    (b)  Due Organization, etc ............................      26
                    (c)  Due Authorization; Enforceability, etc ...........      26
                    (d)  No Conflict ......................................      27
                    (e)  Litigation .......................................      27
                    (f)  Lessor Liens .....................................      27
                    (g)  Employee Benefit Plans ...........................      27
                    (h)  General Partner ..................................      27
                    (i)  Financial Information ............................      27
                    (j)  No Offering ......................................      28

                SECTION 4.3  Representations of the Lender ................      28
                    (a)  Securities Act ...................................      28
                    (b)  Employee Benefit Plans ...........................      28

SECTION 5 COVENANTS OF THE LESSEES AND THE LESSOR .........................      28

                SECTION 5.1  Affirmative Covenants ........................      28
                    (a)  Corporate Existence, Etc .........................      28
                    (b)  Compliance with Laws, Etc ........................      28
                    (c)  Payment of Taxes and Claims, Etc .................      28
                    (d)  Keeping of Books .................................      29
                    (e)  Visitation, Inspection, Etc ......................      29
                    (f)  Insurance; Maintenance of Properties .............      29
                    (g)  Financial Reports ................................      30
</TABLE>

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<TABLE>
<CAPTION>
<S>                                                                              <C>
                    (h)  Notices Under Certain Other Indebtedness .........      32
                    (i)  Notice of Litigation .............................      32
                    (j)  Subsidiary Guaranties ............................      32
                    (k)  Existing Business ................................      33
                    (l)  ERISA information and Compliance .................      33
                    (m)  Financial Requirements ...........................      33
                    (n)  Liens ............................................      33
                    (o)  Merger and Sale of Assets ........................      35
                    (p)  Transactions with Affiliates .....................      35
                    (q)  Nature of Business ...............................      35
                    (r)  Regulations T, U and X ...........................      35
                    (s)  ERISA Compliance .................................      36
                    (t)  Investments, Loans, and Advances .................      36
                    (u) ...................................................      37
                    (v)  Guaranties .......................................      37
                    (w)  Acquisitions .....................................      37
                    (x) ...................................................      37

                SECTION 5.2  Further Assurances ...........................      38
                SECTION 5.3  Additional Required Appraisals ...............      38
                SECTION 5.4  Lessor's Covenants ...........................      38

SECTION 6 TRANSFERS BY LESSOR AND LENDER ..................................      39

                SECTION 6.1  Lessor Transfers .............................      39
                SECTION 6.2  Lender Transfers .............................      39

SECTION 7 INDEMNIFICATION .................................................      40

                SECTION 7.1  General Indemnification ......................      40
                SECTION 7.2  Environmental Indemnity ......................      42
                SECTION 7.3  Proceedings in Respect of Claims .............      43
                SECTION 7.4  General Tax Indemnity ........................      45
                    (a)  Tax Indemnity ....................................      45
                    (b)  Exclusions from General Tax Indemnity ............      45
                    (c)  Contests .........................................      47
                    (d)  Reimbursement for Tax Savings ....................      49
                    (e)  Payments .........................................      49
                    (f)  Reports ..........................................      49
                    (g)  Verification .....................................      50

                SECTION 7.5  Increased Costs, etc .........................      50
                    (a)  Taxes ............................................      50
                    (b)  Interest Rate Not Ascertainable, etc .............      53
                    (c)  Illegality .......................................      53
                    (d)  Increased Costs ..................................      54
                    (e)  Lending Offices ..................................      55
                    (f)  Funding Losses ...................................      56
                    (g)  Assumptions Concerning Funding of LIBOR Advances .      56
</TABLE>

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<TABLE>
<CAPTION>
<S>                                                                              <C>
                    (h)  Capital Adequacy .................................      56
                    (i)  Limitation on Certain Payment Obligations ........      57

                SECTION 7.6  End of Term Indemnity ........................      58

SECTION 8 MISCELLANEOUS ...................................................      59
                SECTION 8.1  Survival of  Agreements ......................      59
                SECTION 8.2  Notices ......................................      59
                SECTION 8.3  Counterparts .................................      59
                SECTION 8.4  Amendments ...................................      59
                SECTION 8.5  Headings, etc ................................      61
                SECTION 8.6  Parties in Interest ..........................      61

                SECTION 8.7  GOVERNING  LAW ...............................      61
                SECTION 8.8  Expenses .....................................      61
                SECTION 8.9  Severability .................................      61
                SECTION 8.10 Liabilities of the Funding Parties ...........      61
                SECTION 8.11 Submission to Jurisdiction; Waivers ..........      62
                SECTION 8.12 Liabilities of the Agent .....................      62
</TABLE>

APPENDIX A               Definitions and Interpretation

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                                    SCHEDULES

SCHEDULE 2.2                 Commitments
SCHEDULE 4.1(m)          Litigation
                         SCHEDULE 4.1(o)             Subsidiaries
                         SCHEDULE 4.1(p)             Environmental Matters
                         SCHEDULE 4.1(s)             Burdensome Restrictions
                         SCHEDULE 4.1(v)             ERISA Matters
SCHEDULE 4.1(w)          Patents, Trademarks and Licenses
                         SCHEDULE 4.1(x)             Ownership of Property
                         SCHEDULE 4.1(y)             Indebtedness
SCHEDULE 4.1(aa)         Labor Matters
SCHEDULE 4.1(bb)         Dividend Restrictions
SCHEDULE 8.2                 Notice Information


                                    EXHIBITS

EXHIBIT A                Form of Funding Request
EXHIBIT B                Form of Assignment of Lease and Rents
EXHIBIT C                Form of Security Agreement and Assignment
EXHIBIT D                Form of Mortgage
EXHIBIT E                Form of Joinder Agreement
EXHIBIT F                Form of Certification of Construction Completion
EXHIBIT G                Forms of Opinions of Counsel
EXHIBIT H                Form of Compliance Certificate
EXHIBIT I                Form of Subsidiary Guaranty


<PAGE>


                                MASTER AGREEMENT

THIS  MASTER  AGREEMENT,  dated as of June 11,  1999  (as it may be  amended  or
modified  from  time to time in  accordance  with the  provisions  hereof,  this
"Master  Agreement"),   is  among  DOLLAR  GENERAL   CORPORATION,   a  Tennessee
corporation ("Dollar"), certain Subsidiaries of Dollar that may hereafter become
parties hereto  pursuant to Section 3.6 (together with Dollar in its capacity as
a lessee,  individually a "Lessee" and  collectively,  the "Lessees"),  ATLANTIC
FINANCIAL GROUP, LTD., a Texas limited partnership (the "Lessor"), THREE PILLARS
FUNDING  CORPORATION,  a  Delaware  corporation  ("Lender"),  certain  financial
institutions  parties  hereto as liquidity  providers  (together  with any other
financial  institution  that  becomes a party to the  Liquidity  Agreement  as a
liquidity   provider,   collectively   referred  to  as  "Liquidity  Banks"  and
individually as a "Liquidity Bank"), SUNTRUST BANK, NASHVILLE,  N.A., a national
banking  association,  as agent for the Funding  Parties (in such capacity,  the
"Agent") and as agent for the Liquidity Banks (in such capacity,  the "Liquidity
Agent"),  FIRST UNION  NATIONAL  BANK,  as  Syndication  Agent,  BANK OF AMERICA
NATIONAL TRUST AND SAVINGS BANK, as Documentation Agent, THE FIRST NATIONAL BANK
OF CHICAGO and  WACHOVIA  BANK,  N.A.,  as  Co-Agents,  and  SUNTRUST  EQUITABLE
SECURITIES CORPORATION, a Tennessee corporation, as administrator for the Lender
(in such capacity, the "Administrator").

                              PRELIMINARY STATEMENT

         In accordance  with the terms and provisions of this Master  Agreement,
the Lease, the Loan Agreement and the other Operative Documents,  (i) the Lessor
contemplates  acquiring Land identified by Dollar from time to time, and leasing
such Land to a Lessee, (ii) Dollar, as Construction Agent for the Lessor, wishes
to construct Buildings on such Land for the Lessor and, when completed, to lease
such Buildings, or to cause such Buildings to be leased, from the Lessor as part
of the Leased  Properties  under the Lease,  (iii) Dollar,  as agent,  wishes to
obtain, and the Lessor is willing to provide, funding for the acquisition of the
Land and the  construction of Buildings,  (iv) the Lessor wishes to obtain,  and
Lender is willing to provide,  from time to time,  financing of a portion of the
funding of the  acquisition of the Land and the  construction  of the Buildings,
(v) Dollar is willing to provide its  Guaranty  Agreement  to the Lender and the
Lessor  and (vi)  Lender  will  obtain  the funds  for the  Loans  either by the
issuance of Commercial Paper or draws under the Liquidity Agreement.

         In  consideration  of the mutual  agreements  contained  in this Master
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

<PAGE>

SECTION 1 DEFINITIONS; INTERPRETATION

         Unless the context shall otherwise require,  capitalized terms used and
not defined herein shall have the meanings assigned thereto in Appendix A hereto
for all purposes hereof; and the rules of interpretation set forth in Appendix A
hereto shall apply to this Master Agreement.


SECTION 2 ACQUISITION, CONSTRUCTION AND LEASE; FUNDINGS; NATURE OF TRANSACTION

          SECTION 2.1 Agreement to Acquire, Construct, Fund and Lease.

         (a) Land. Subject to the terms and conditions of this Master Agreement,
             with  respect to each parcel of Land  identified  by Dollar that is
             not  an IDB  Property  acquired  by an  Authority  pursuant  to the
             following  sentence,  on the  related  Closing  Date (i) the Lessor
             agrees  to  acquire  such  interest  in the  related  Land from the
             applicable Seller as is transferred, sold, assigned and conveyed to
             the Lessor pursuant to the applicable  Purchase  Agreement or other
             transfer  documentation  or to lease such  interest  in the related
             Land from the  applicable  Ground Lessor as is leased to the Lessor
             pursuant to the  applicable  Ground  Lease,  (ii) the Lessor hereby
             agrees to lease,  or  sublease,  as the case may be, such Land to a
             Lessee  pursuant to the Lease,  and (iii) the related Lessee hereby
             agrees to lease,  or  sublease,  as the case may be, such Land from
             the  Lessor  pursuant  to the  Lease.  With  respect  to  each  IDB
             Property, (i) the applicable Authority may acquire such interest in
             the  related  Land from the  applicable  Seller as is  transferred,
             sold,  assigned  and  conveyed  to the  Authority  pursuant  to the
             applicable Purchase Agreement,  (ii) the applicable  Authority will
             lease such Land to the Lessor  pursuant  to the  related IDB Lease,
             and (iii) the related  Lessee  hereby  agrees to sublease such Land
             from the Lessor pursuant to the Lease (it being understood that any
             reference in the Operative Documents to the lease by a Lessee of an
             IDB Property  acquired by an Authority  shall be deemed to refer to
             the sublease thereof pursuant to the Lease).


         (b) Building. With respect to each parcel of Land, subject to the terms
             and conditions of this Master Agreement, from and after the Closing
             Date  relating  to such  Land (i) the  Construction  Agent  agrees,
             pursuant  to the terms of the  Construction  Agency  Agreement,  to
             construct  and  install  the  Building  on such Land for the Lessor
             prior to the  Scheduled  Construction  Termination  Date,  (ii) the
             Lenders and the Lessor agree to fund the costs of such construction
             and installation (and interest and yield thereon), (iii) the Lessor
             shall lease, or sublease, as the case may be, such Building as part
             of such  Leased  Property  to the  related  Lessee  pursuant to the
             Lease, and (iv) the related

<PAGE>
             Lessee shall lease, or sublease,  as the case may be, such Building
             from the Lessor pursuant to the Lease.

         SECTION  2.2  Fundings  of  Purchase  Price,   Development   Costs  and
                       Construction Costs.


         (a) Initial  Funding  and  Payment  of  Purchase  Price  for  Land  and
             Development  Costs  on  Closing  Date.  Subject  to the  terms  and
             conditions  of this Master  Agreement,  on the Closing Date for any
             Land,  the Lender  shall make  available  to the Lessor its initial
             Loan with respect to such Land in an amount equal to the product of
             the  Lender's  Commitment  Percentage  (or  100%  if  the  Lessor's
             Commitment has been fully funded in accordance with Section 2.2(g))
             times  the  purchase  price for the Land,  if  applicable,  and the
             development,   transaction   and  closing  costs  incurred  by  the
             Construction  Agent,  as agent,  through such Closing  Date,  which
             funds the Lessor shall use, together with the Lessor's own funds in
             an  amount  equal  to  the  product  of  the  Lessor's   Commitment
             Percentage times the purchase price, if applicable, for the related
             Land and the development, transaction and closing costs incurred by
             the Construction Agent, as agent, through such Closing Date (unless
             the Lessor's Commitment has already been fully funded in accordance
             with  Section  2.2(g)),  to purchase  the Land from the  applicable
             Seller pursuant to the applicable  Purchase  Agreement or lease the
             Land from the applicable  Ground Lessor  pursuant to the applicable
             Ground  Lease and to pay to the  Construction  Agent the  amount of
             such  development,  transaction  and closing costs,  and the Lessor
             shall  lease,  or  sublease,  as the case may be,  such Land to the
             related Lessee pursuant to the Lease.

         (b) Subsequent  Fundings  and  Payments of  Construction  Costs  during
             Construction  Term.  Subject  to the terms and  conditions  of this
             Master  Agreement,  on each Funding Date following the Closing Date
             for  each  parcel  of Land  until  the  related  Construction  Term
             Expiration  Date, (i) the Lender shall make available to the Lessor
             a Loan in an amount equal to the product of the Lender's Commitment
             Percentage  (or 100% if the  Lessor's  Commitment  has  been  fully
             funded in  accordance  with  Section  2.2(g))  times the  amount of
             Funding requested by the Construction  Agent for such Funding Date,
             which funds the Lessor hereby directs the Lender to pay over to the
             Construction  Agent as set forth in paragraph (d), and (ii) (unless
             the Lessor's Commitment has already been fully funded in accordance
             with Section 2.2(g)) the Lessor shall pay over to the  Construction
             Agent  its  own  funds  (which  shall  constitute  a part of and an
             increase  in the  Lessor's  Invested  Amount  with  respect to such
             Leased  Property) in an amount equal to the product of the Lessor's
             Commitment  Percentage times the amount of Funding requested by the
             Construction Agent for such Funding Date.

         (c) Aggregate  Limits on Funded Amounts.  The aggregate amount that the
             Funding  Parties  shall be committed  to provide as Funded  Amounts
             under this Master Agreement and the Loan Agreement shall not exceed
             (x) with respect to each Leased  Property the costs of purchase and
             construction  of such Leased  Property and the related  closing and
             financing  costs,  or (y)  $200,000,000  in the  aggregate  for all
             Leased


<PAGE>

             Properties  minus  the  Reduction  Amount  for  each   non-renewing
             Liquidity  Bank;  provided,  however,  that in the  event  that any
             Lessee exercises a Partial Purchase Option, the amount set forth in
             this  clause  (y) shall be  reinstated  to the extent of the Funded
             Amounts  paid  by such  Lessee  in  connection  with  such  Partial
             Purchase Option.  The aggregate amount that any Funding Party shall
             be  committed  to fund under  this  Master  Agreement  and the Loan
             Agreement  shall not exceed the lesser of (i) such Funding  Party's
             Commitment and (ii) such Funding Party's  Commitment  Percentage of
             the aggregate Fundings requested under this Master Agreement.

         (d) Notice,  Time and Place of Fundings.  With respect to each Funding,
             the  Construction  Agent shall give the  Lessor,  the Agent and the
             Administrator  an  irrevocable  prior written notice not later than
             11:00 a.m., Nashville, Tennessee time, three Business Days prior to
             the proposed  Closing Date or other  Funding  Date, as the case may
             be,  pursuant,  in each case,  to a Funding  Request in the form of
             Exhibit A (a "Funding  Request"),  specifying  the Closing  Date or
             subsequent  Funding  Date,  as the case may be,  and the  amount of
             Funding  requested.  All documents and  instruments  required to be
             delivered on such Closing  Date  pursuant to this Master  Agreement
             shall be  delivered  at the  offices of Mayer,  Brown & Platt,  190
             South LaSalle  Street,  Chicago,  Illinois  60603, or at such other
             location  as may be  determined  by the  Lessor,  the  Construction
             Agent, the Agent and the Administrator. Each Funding shall occur on
             a Business Day and shall be in an amount equal to  $3,000,000 or an
             integral multiple of $100,000 in excess thereof.  There shall be no
             more than four Fundings in any calendar month. All remittances made
             by the  Lender  and the  Lessor  for any  Funding  shall be made in
             immediately  available funds by wire transfer to or, as is directed
             by, the Construction  Agent, with receipt by the Construction Agent
             not later  than  12:00  noon,  Nashville,  Tennessee  time,  on the
             applicable  Funding  Date,  upon  satisfaction  or  waiver  of  the
             conditions  precedent  to such Funding set forth in Section 3; such
             funds  shall  (1)  unless  no  purchase  price  is  payable  to the
             applicable  Seller for the related Land, in the case of the initial
             Funding on a Closing Date, be used to pay the purchase price to the
             applicable  Seller or the rent to the applicable  Ground Lessor, as
             the  case may be,  for the  related  Land and pay the  Construction
             Agent  development,  transaction  and closing costs related to such
             Land,  and (2) in the case of each  subsequent  Funding  (or  first
             Funding  in the case of a Leased  Property  for  which no  purchase
             price was payable for the related Land) be paid to the Construction
             Agent, for the payment or reimbursement of Construction  costs that
             have been incurred on or prior to such Funding Date.

         (e) Lessees'  Deemed  Representation  for Each  Funding.  Each  Funding
             Request by the  Construction  Agent shall be deemed a reaffirmation
             of each Lessee's indemnity  obligations in favor of the Indemnitees
             under the Operative Documents and a representation by Dollar to the
             Lessor,  the Agent,  the Lender and the Liquidity Banks that on the
             proposed  Closing Date or Funding Date, as the case may be, (i) the
             amount of Funding requested  represents amounts owing in respect of
             the purchase price of the related Land and development, transaction
             and closing costs in respect of the Leased Property (in the case of
             the initial Funding on a Closing Date,  unless no purchase price is
             payable to the  applicable  Seller for the related Land) or amounts
             that are due from


<PAGE>
             the  Construction   Agent  to  third  parties  in  respect  of  the
             Construction,  or amounts paid by the  Construction  Agent to third
             parties in respect of the  Construction  for which the Construction
             Agent has not previously  been reimbursed by a Funding (in the case
             of any  Funding),  (ii) no Event of Default or  Potential  Event of
             Default exists,  and (iii) the  representations  of the Lessees set
             forth in Section 4.1 are true and correct in all Material  respects
             as though made on and as of such Funding Date, except to the extent
             such  representations  or  warranties  relate  solely to an earlier
             date, in which case such  representations and warranties shall have
             been true and  correct in all  Material  respects on and as of such
             earlier date.

         (f) Not Joint Obligations. Notwithstanding anything to the contrary set
             forth herein or in the other Operative Documents,  the Lender's and
             the Lessor's  commitments  shall be several,  and not joint.  In no
             event shall any  Funding  Party be  obligated  to fund an amount in
             excess  of  such  Funding  Party's  Commitment  Percentage  of  any
             Funding,  or to fund  amounts  in the  aggregate  in excess of such
             Funding Party's Commitment.

         (g) Non-Pro Rata Fundings. Notwithstanding anything to the contrary set
             forth in this Master Agreement, at the Agent's option, Fundings may
             be made by drawing on the Lessor's Commitment until such Commitment
             is fully funded before drawing on the Lender's Commitment.  In such
             event,  when the Lessor's  Commitment is fully  funded,  the Lender
             will fund  100% of the  amount of the  Fundings  thereafter.  In no
             event  shall any  Funding  Party  have any  obligation  to fund any
             amount  hereunder in excess of the amount of such  Funding  Party's
             Commitment.

         (h) Pre-Funded Amount. The Construction Agent may request,  by delivery
             of an irrevocable prior written notice to the Lessor, the Agent and
             the  Administrator not later than 11:00 a.m.  Nashville,  Tennessee
             time,  three Business Days prior to the proposed funding date, that
             the Funding Parties prefund amounts to the  Construction  Agent for
             anticipated  acquisitions (the "Pre-Funded Amount"),  provided that
             at no time  shall the  Pre-Funded  Amount  exceed  $5,000,000.  The
             Pre-Funded  Amount shall accrue  interest or Yield, as the case may
             be,   commencing   on  the  date  such  amount  is  funded  to  the
             Construction  Agent.  The Funding Parties shall not be obligated to
             make such Funding if (i) any Event of Default or Potential Event of
             Default has occurred and in continuing or (ii) the  representations
             of the Lessees set forth in Section 4.1 are not true and correct in
             all  Material  respects  as of the date of  deposit,  except to the
             extent such  representations  and  warranties  related solely to an
             earlier date,  in which case such  representations  and  warranties
             shall have been true in all  Material  respects as of such  earlier
             date. The  Construction  Agent may disburse the Pre-Funded  Amount,
             which  date of  disbursement  shall be a Closing  Date or a Funding
             Date, as applicable,  provided that all of the conditions precedent
             set forth herein with respect to such Closing Date or Funding Date,
             as the case may be,  have been  satisfied.  If any  portion  of the
             Pre-Funded  Amount has not been  disbursed  on the date that is 120
             days from the date of the funding thereof by the Funding Parties to
             the Construction Agent, such funds,  together with accrued interest
             and Yield thereon, shall be returned to the Funding Parties.


<PAGE>

         SECTION 2.3 Funded  Amounts and  Interest and Yield  Thereon;  Facility
                     Fee.

1. The Lessor's Invested Amount for any Leased Property outstanding from time to
time shall accrue yield ("Yield") at the Lessor Rate,  computed using the actual
number of days elapsed and a 360 day year.  If all or a portion of the principal
amount of or yield on the Lessor's  Invested  Amounts shall not be paid when due
(whether at the stated  maturity,  by acceleration  or otherwise),  such overdue
amount shall,  without limiting the rights of the Lessor under the Lease, to the
maximum extent permitted by law, accrue yield at the Overdue Rate, from the date
of nonpayment until paid in full (both before and after judgment).

2. The Lender's Funded Amount for any Leased Property  outstanding  from time to
time shall accrue interest as provided in the Loan Agreement.

3. During the Construction Term, in lieu of the payment of accrued interest,  on
each Payment Date, the Lender's Funded Amount in respect of a Construction  Land
Interest shall  automatically be increased by the amount of interest accrued and
unpaid on the  related  Loans  pursuant  to the Loan  Agreement  during the Rent
Period ending  immediately prior to such Payment Date (except to the extent that
at any time such increase  would cause the Lender's  Funded Amount to exceed the
Lender's  Commitment,  in which event the related  Lessee  shall pay such excess
amount to the  Lender in  immediately  available  funds on such  Payment  Date).
Similarly,  in lieu of the payment of accrued  Yield,  on each Payment Date, the
Lessor's  Invested  Amount in respect of such  Construction  Land Interest shall
automatically  be  increased  by the  amount of Yield  accrued  on the  Lessor's
Invested  Amount in respect of such  Construction  Land Interest during the Rent
Period ending  immediately prior to such Payment Date (except to the extent that
at any time such increase would cause the Lessor's Invested Amount to exceed the
Lessor's  Commitment,  in which event the related  Lessee  shall pay such excess
amount to the Lessor in immediately  available funds on such Payment Date). Such
increases in Funded Amounts shall occur without any disbursement of funds by the
Funding Parties.

4. Dollar hereby  agrees to pay to the Agent,  for the benefit of the Lessor and
the  Liquidity  Banks,  a facility fee for each day from June 29, 1999 until the
Lease  Termination Date equal to (i) the applicable  Facility Fee Percentage per
annum times (ii) the amount of the Aggregate Commitment, whether used or unused,
times  (iii)  1/360.  Such  facility  fee shall be  payable  in  arrears on each
Quarterly Payment Date.



         SECTION 2.4 Lessee Owner for Tax Purposes.

         With  respect to each Leased  Property,  it is the intent of the Lessee
and the Funding Parties that the Lease shall  constitute and be interpreted as a
true leasing transaction, except that for federal, state and local tax purposes,
and for bankruptcy,  commercial and regulatory law purposes,  the Lease shall be
treated as the repayment and security provisions of a loan by the Lessor to such
Lessee, and that such Lessee


<PAGE>

shall be  treated  as the legal and  beneficial  owner  entitled  to any and all
benefits of  ownership  of such Leased  Property  and all payments of Basic Rent
during the Lease Term shall be treated as payments of  interest  and  principal.
Each of the related  Lessee and each  Funding  Party  agrees to file tax returns
consistent with such intent.  Nevertheless,  each Lessee acknowledges and agrees
that no  Funding  Party or any  other  Person  has made any  representations  or
warranties concerning the tax, financial, accounting or legal characteristics or
treatment  of the  Operative  Documents  and that each Lessee has  obtained  and
relied  solely  upon the advice of its own tax,  accounting  and legal  advisors
concerning the Operative Documents and the accounting,  tax, financial and legal
consequences of the transactions contemplated therein.

SECTION 2.5 Amounts Due Under  Lease.

         With respect to each Leased Property, anything else herein or elsewhere
to the  contrary  notwithstanding,  it is the  intention  of the Lessees and the
Funding  Parties  that:  (i) the amount and timing of Basic Rent due and payable
from time to time from the related  Lessee under the Lease shall be equal to the
aggregate  payments due and payable  with respect to interest on, and  principal
of, the Loans in respect of such Leased Property and Yield on, and principal of,
the Lessor's Invested Amounts in respect of such Leased Property on each Payment
Date;  (ii) if the  related  Lessee  elects the  Purchase  Option or the Partial
Purchase  Option  with  respect to a Leased  Property  or becomes  obligated  to
purchase such Leased Property under the Lease,  the Funded Amounts in respect of
such Leased Property,  all interest and Yield thereon and all other  obligations
of such Lessee  owing to the Funding  Parties in respect of the Leased  Property
shall be paid in full by such  Lessee,  (iii)  if the  related  Lessee  properly
elects the Remarketing Option, the principal amount of, and accrued interest on,
the A Loans in respect of such Leased Property, will be paid out of the Recourse
Deficiency  Amount,  and such Lessee shall only be required to pay to the Lender
in respect  of the  principal  amount of the B Loans in  respect of such  Leased
Property  and to the  Lessor in  respect  of the  Lessor's  Invested  Amounts in
respect  of such  Leased  Property,  the  proceeds  of the  sale of such  Leased
Property;  and (iv) upon an Event of Default resulting in an acceleration of the
related  Lessee's  obligation to purchase such Leased  Property under the Lease,
the amounts then due and payable by such Lessee  under such Lease shall  include
all  amounts  necessary  to pay in full the  Loans  in  respect  of such  Leased
Property, and accrued interest thereon, the Lessor's Invested Amounts in respect
of such Leased  Property and accrued Yield thereon and all other  obligations of
such Lessee owing to the Funding Parties in respect of such Leased Property.

SECTION 3 CONDITIONS PRECEDENT; DOCUMENTS

         SECTION 3.1  Conditions to the  Obligations  of the Funding  Parties on
                      each Closing Date.

         The  obligations  of the  Lessor  and the  Lender  to carry  out  their
respective  obligations under Section 2 of this Master Agreement to be performed
on the Closing Date with respect to any Leased  Property shall be subject to the
fulfillment to the satisfaction of, or waiver by, each such party hereto (acting
directly  or  through  its  counsel)  on or  prior to such  Closing  Date of the
following  conditions  precedent,  provided that the  obligations of any Funding
Party shall not be subject to any conditions contained in this Section 3.1 which
are required to be performed by such Funding Party:

         (a) Documents.  The  following  documents  shall have been executed and
             delivered by the respective parties thereto:


<PAGE>
            (i)   Deed and Purchase  Agreement.  The related  original Deed duly
                  executed by the applicable  Seller and in recordable form, and
                  copies of the related  Purchase  Agreement,  duly  executed by
                  such Seller and the Lessor,  shall each have been delivered to
                  the Agent by  Dollar,  with  copies  thereof  to each  Funding
                  Party, or the related Ground Lease duly executed by the Lessor
                  and the related Ground Lessor shall have been delivered to the
                  Agent,   with  copies  thereof  to  each  Funding  Party,   as
                  applicable (it being understood,  that each Purchase Agreement
                  and  each  Ground  Lease  shall  be  satisfactory  in form and
                  substance  to the  Lessor  and  the  Agent).  If  such  Leased
                  Property is an IDB Property,  the IDB  Documentation  therefor
                  shall be  satisfactory in form and substance to the Lessor and
                  the Agent.

            (ii)  Lease   Supplement.   The   original  of  the  related   Lease
                  Supplement, duly executed by the related Lessee and the Lessor
                  and in recordable form, shall have been delivered to the Agent
                  by the related Lessee.

            (iii) Mortgage and  Assignment of Lease and Rents.  Counterparts  of
                  the Mortgage  (substantially in the form of Exhibit D attached
                  hereto),  duly executed by the Lessor and in recordable  form,
                  shall have been  delivered to the Agent (which  Mortgage shall
                  secure  all of the debt to the  Funding  Parties  unless  such
                  mortgage   is  subject  to  a  tax  based  on  the  amount  of
                  indebtedness secured thereby, in which case the amount secured
                  will be  limited  to debt in an  amount  equal  to 125% of the
                  projected cost of acquisition and  construction of such Leased
                  Property);   and   the   Assignment   of   Lease   and   Rents
                  (substantially  in the form of Exhibit B  attached  hereto) in
                  recordable form, duly executed by the Lessor,  shall have been
                  delivered to the Agent by the Lessor.

            (iv)  Security Agreement and Assignment.  If such Leased Property is
                  a Major Property,  counterparts of the Security  Agreement and
                  Assignment  (substantially  in the form of  Exhibit C attached
                  hereto),  duly executed - by the Construction  Agent,  with an
                  acknowledgment and consent thereto  satisfactory to the Lessor
                  and the Agent duly executed by the related General  Contractor
                  and the related Architect, as applicable,  and complete copies
                  of  the  related   Construction   Contract   and  the  related
                  Architect's  Agreement  certified by the  Construction  Agent,
                  shall  have been  delivered  to the  Lessor  and the Agent (it
                  being  understood  and agreed that if no related  Construction
                  Contract or Architect's Agreement exists on such Closing Date,
                  such  delivery  shall  not  be a  condition  precedent  to the
                  Funding  on  such  Closing  Date,  and  in  lieu  thereof  the
                  Construction  Agent  shall  deliver  complete  copies  of such
                  Security  Agreement and Assignment  and consents  concurrently
                  with the  Construction  Agent's entering into such contracts).
                  Counterparts  of the  supplement  to the  Construction  Agency
                  Agreement  for  such  Leased  Property  duly  executed  by the
                  Construction  Agent and the Lessor,  shall have been delivered
                  to the Agent.

            (v)   Survey.  If such  Leased  Property  is a Major  Property,  the
                  related Lessee shall have  delivered,  or shall have caused to
                  be  delivered,  to the Lessor and the Agent,  at such Lessee's
                  expense,  an accurate  survey  certified to the Lessor and the
                  Agent in a form reasonably

<PAGE>
                  satisfactory  to the Lessor and the Agent and showing no state
                  of  facts  unsatisfactory  to  the  Lessor  or the  Agent  and
                  prepared  within  ninety  (90) days of the  Closing  Date by a
                  Person  reasonably  satisfactory  to the Lessor and the Agent.
                  Such survey  shall (1) be  acceptable  to the Title  Insurance
                  Company for the purpose of providing  extended coverage to the
                  Lessor and a lender's comprehensive  endorsement to the Agent,
                  (2) show no  encroachments on such Land by structures owned by
                  others,  and no  encroachments  from any  part of such  Leased
                  Property  onto any land owned by others,  and (3)  disclose no
                  state of facts  reasonably  objectionable  to the Lessor,  the
                  Agent  or the  Title  Insurance  Company,  and  be  reasonably
                  acceptable to each such Person.

            (vi)  Title and Title  Insurance.  On such Closing Date,  the Lessor
                  shall receive from a title insurance company acceptable to the
                  Lessor and the Agent an ALTA Owner's Policy of Title Insurance
                  issued by such title  insurance  company  and the Agent  shall
                  receive from such title insurance  company an ALTA Mortgagee's
                  Policy  of Title  Insurance  issued  by such  title  insurance
                  company,  in each case, in the amount of the projected cost of
                  acquisition  and   construction   of  such  Leased   Property,
                  reasonably  acceptable in form and substance to the Lessor and
                  the Agent,  respectively  (collectively,  the "Title Policy").
                  The Title Policy shall be dated as of the Closing  Date,  and,
                  to the extent  permitted  under  Applicable Law, shall include
                  such affirmative endorsements as the Lessor or the Agent shall
                  reasonably request.

            (vii) Appraisal.  If such Leased  Property is a Major Property or if
                  requested by the Agent  (provided  that the Agent shall not be
                  entitled to so request an Appraisal  with respect to more than
                  five Minor  Properties) each Funding Party shall have received
                  a report of the  Appraiser (an  "Appraisal"),  paid for by the
                  related  Lessee,  which  shall  meet the  requirements  of the
                  Financial Institutions Reform, Recovery and Enforcement Act of
                  1989,  shall be  satisfactory  to such Funding Party and shall
                  state in a  manner  satisfactory  to such  Funding  Party  the
                  estimated  "as vacant"  value of such Land and the Building to
                  be constructed thereon.  Such Appraisal must show that the "as
                  vacant"  value of the Leased  Property  (determined  as if the
                  Building had already been  completed  in  accordance  with the
                  related Plans and  Specifications  and by excluding  from such
                  value the amount of assessments on such Leased Property) is at
                  least 45% of the total cost of the Leased Property,  including
                  the trade fixtures,  equipment and personal  property utilized
                  in connection with the Leased Property and to be funded by the
                  Funding  Parties.  Upon  request by the  related  Lessee,  the
                  Funding  Parties agree to waive  delivery on such Closing Date
                  of an  Appraisal,  provided  that no  subsequent  Funding with
                  respect  to  such  Leased  Property  shall  occur  until  such
                  Appraisal has been delivered.

            (viii)Environmental  Audit and related Reliance  Letter.  The Lessor
                  and the Agent shall have received an  Environmental  Audit for
                  such Leased  Property,  which shall be conducted in accordance
                  with ASTM standards and shall not include a recommendation for
                  further  investigation  and is otherwise  satisfactory  to the


<PAGE>
                  Lessor  and  the  Agent;   and  the  firm  that  prepared  the
                  Environmental  Audit  for  such  Leased  Property  shall  have
                  delivered  to the Lessor and the Agent a letter  stating  that
                  the Lessor,  the Agent, the Lender and the Liquidity Banks may
                  rely upon such  firm's  Environmental  Audit of such Land,  it
                  being understood that the Lessor's and the Agent's  acceptance
                  of any such  Environmental  Audit  shall not release or impair
                  any Lessee's  obligations  under the Operative  Documents with
                  respect  to any  environmental  liabilities  relating  to such
                  Leased Property.

            (ix)  Evidence  of  Insurance.  If such  Leased  Property is a Major
                  Property,  the Lessor and the Agent shall have  received  from
                  the  related  Lessee  certificates  of  insurance   evidencing
                  compliance  with the  provisions  of Article VIII of the Lease
                  (including the naming of the Lessor, the Agent, the Lender and
                  the Liquidity  Banks as additional  insured or loss payee with
                  respect to such insurance as their  interests may appear),  in
                  form and substance  reasonably  satisfactory to the Lessor and
                  the Agent.

            (x)   UCC Financing Statement;  Recording Fees; Transfer Taxes. Each
                  Funding Party shall have received satisfactory evidence of (i)
                  the  execution  and  delivery  to  Agent  of a UCC-1  and,  if
                  required by applicable  law, UCC-2  financing  statement to be
                  filed with the Secretary of State of the applicable  State (or
                  other  appropriate  filing  office)  and the county  where the
                  related Land is located,  respectively, and such other Uniform
                  Commercial  Code  financing  statements  as any Funding  Party
                  deems  necessary or desirable in order to perfect such Funding
                  Party's or the Agent's  interests  and (ii) the payment of all
                  recording  and  filing  fees and  taxes  with  respect  to any
                  recordings  or filings made of the related  Deed,  the related
                  Lease  Supplement,   the  related  Mortgage  and  the  related
                  Assignment of Lease and Rents.

            (xi)  Opinions.  If such Leased  Property is a Major  Property or if
                  such  Leased  Property  is the  first  Leased  Property  to be
                  located in a particular  state,  the opinion of local  counsel
                  for the related Lessee  qualified in the jurisdiction in which
                  such Leased Property is located, substantially in the form set
                  forth in Exhibit G-2  attached  hereto,  and  containing  such
                  other matters as the parties to whom they are addressed  shall
                  reasonably request, shall have been delivered and addressed to
                  each of the Lessor,  the Agent, the Lender,  the Administrator
                  and the Liquidity Banks. To the extent requested by the Agent,
                  opinions   supplemental   to  those  delivered  under  Section
                  3.2(vii) and reasonably  satisfactory  to the Agent shall have
                  been delivered and addressed to each of the Lessor, the Agent,
                  the Lender, the Administrator and the Liquidity Banks.

            (xii) Officer's  Certificate.  The  Agent  shall  have  received  an
                  Officer's  Certificate of the Lessor stating that, to the best
                  of such officer's knowledge, (A) each and every representation
                  and  warranty  of  the  Lessor   contained  in  the  Operative
                  Documents is true and correct in all Material  respects on and
                  as of the Closing Date as though made on and as of the Closing
                  Date, except to the extent such  representations or warranties
                  relate   solely  to  an  earlier  date,  in  which  case  such

<PAGE>
                  representations  and  warranties  shall  have  been  true  and
                  correct in all  Material  respects  on and as of such  earlier
                  date;  (B) no Event of Default or  Potential  Event of Default
                  has occurred and is continuing; (C) each Operative Document to
                  which the Lessor is a party is in full  force and effect  with
                  respect to it;  and (D) no event that could have a  Materially
                  Adverse  Effect has occurred since the date of the most recent
                  financial statements of the Lessor delivered or required to be
                  delivered to the Agent.


<PAGE>
            (xiii)Good  Standing  Certificates.  If such  Leased  Property  is a
                  Major Property or if such Leased  Property is the first Leased
                  Property  to be located in a  particular  state by the related
                  Lessee,   the  Agent  shall  have   received   good   standing
                  certificates  for the Lessor and the  related  Lessee from the
                  appropriate  offices of the state  where the  related  Land is
                  located.

         (b) Litigation.  No action or proceeding shall have been instituted or,
             to the  knowledge of any Funding  Party,  threatened  nor shall any
             governmental   action,   suit,   proceeding  or   investigation  be
             instituted or threatened  before any  Governmental  Authority,  nor
             shall any order, judgment or decree have been issued or proposed to
             be issued by any Governmental  Authority,  to set aside,  restrain,
             enjoin or prevent the  performance of this Master  Agreement or any
             transaction  contemplated hereby or by any other Operative Document
             or which is reasonably  likely to Materially  adversely  affect the
             Leased  Property or any  transaction  contemplated by the Operative
             Documents  or which  could  reasonably  be  expected to result in a
             Materially Adverse Effect.

         (c) Legality.  In the opinion of such Funding Party or its counsel, the
             transactions  contemplated  by the  Operative  Documents  shall not
             violate any  Applicable  Law, and no change shall have  occurred or
             been proposed in Applicable Law that would make it illegal for such
             Funding   Party  to   participate   in  any  of  the   transactions
             contemplated by the Operative Documents.

         (d) No Events.  (i) No Event of  Default,  Potential  Event of Default,
             Event of Loss or Event of Taking  relating to such Leased  Property
             shall have  occurred  and be  continuing,  (ii) no action  shall be
             pending or  threatened  by a  Governmental  Authority to initiate a
             Condemnation or an Event of Taking,  and (iii) there shall not have
             occurred  any event that could  reasonably  be  expected  to have a
             Materially Adverse Effect since January 29, 1999.

         (e) Representations.  Each  representation  and warranty of the parties
             hereto or to any other Operative  Document  contained  herein or in
             any  other  Operative  Document  shall be true and  correct  in all
             Material  respects as though  made on and as of the  Closing  Date,
             except to the extent  such  representations  or  warranties  relate
             solely to an earlier date, in which case such  representations  and
             warranties  shall  have  been  true  and  correct  in all  Material
             respects on and as of such earlier date.

         (f) Cutoff  Date.  No  Closing  Date  shall  occur  after  the  Funding
             Termination Date.

<PAGE>
         (g) Transaction  Expenses.  The  related  Lessee  shall  have  paid the
             Transaction  Costs then accrued and invoiced  which such Lessee has
             agreed to pay pursuant to Section 8.8.

         SECTION 3.2 Additional Conditions for the Initial Closing Date.

         The  obligations  of the  Lessor  and the  Lender  to carry  out  their
respective  obligations under Section 2 of this Master Agreement to be performed
on the initial Closing Date shall be subject to the  satisfaction  of, or waiver
by, each such party hereto (acting  directly or through its counsel) on or prior
to the initial Closing Date of the following conditions precedent in addition to
those set forth in Section 3.1,  provided  that the  obligations  of any Funding
Party shall not be subject to any conditions contained in this Section 3.2 which
are required to be performed by such Funding Party:

            (i)   Guaranty.   Counterparts  of  the  Guaranty  Agreement,   duly
                  executed by Dollar,  shall have been delivered to each Funding
                  Party.

            (ii)  Loan  Agreement.  Counterparts  of the  Loan  Agreement,  duly
                  executed  by the Lessor,  the Agent and the Lender  shall have
                  been delivered to each of the Lessor and the Agent.  An A Note
                  and a B Note,  duly  executed by the  Lessor,  shall have been
                  delivered to the Lender.

            (iii) Master Agreement.  Counterparts of this Master Agreement, duly
                  executed by the parties  hereto,  shall have been delivered to
                  each of the parties hereto.

            (iv)  Construction    Agency   Agreement.    Counterparts   of   the
                  Construction  Agency  Agreement,  duly executed by the parties
                  thereto,  shall  have been  delivered  to each of the  parties
                  hereto.

            (v)   Lease. Counterparts of the Lease, duly executed by each Lessee
                  party hereto on the Initial  Closing Date,  respectively,  and
                  the Lessor,  shall have been  delivered to each Funding  Party
                  and the original,  chattel paper copy of such Lease shall have
                  been delivered to the Agent.

            (vi)  Lessee's Resolutions and Incumbency Certificate,  etc. Each of
                  the Agent and the Lessor shall have received (x) a certificate
                  of the  Secretary  or an  Assistant  Secretary  of each Lessee
                  party  hereto  on the  Initial  Closing  Date,  attaching  and
                  certifying as to (i) the Board of Directors'  (or  appropriate
                  committee's)   resolution  duly   authorizing  the  execution,
                  delivery and  performance by it of each Operative  Document to
                  which  it is or will  be a  party,  (ii)  the  incumbency  and
                  signatures  of persons  authorized to execute and deliver such
                  documents on its behalf,  (iii) its articles or certificate of
                  incorporation,  certified as of a recent date by the Secretary
                  of  State  of the  state  of its  incorporation  and  (iv) its
                  by-laws,  and (y) good standing  certificates  for such Lessee
                  from the  appropriate  offices of the States of such  Person's
                  incorporation and principal place of business.
<PAGE>
            (vii) Opinions of Counsel.  The opinion of Larry Wilcher,  dated the
                  initial Closing Date,  substantially  in the form set forth in
                  Exhibit G-1 attached hereto, and containing such other matters
                  as the  parties  to  whom  it is  addressed  shall  reasonably
                  request,  shall have been  delivered  and addressed to each of
                  the Lessor,  the Agent, the Lender,  the Administrator and the
                  Liquidity  Banks.  The  opinion  of  Brown  McCarroll  &  Oaks
                  Hartline,    L.L.P.,   dated   the   initial   Closing   Date,
                  substantially  in the form set forth in Exhibit  G-3  attached
                  hereto,  and  containing  such other matters as the parties to
                  whom it is addressed shall reasonably request, shall have been
                  delivered to each of the Agent, the Lender,  the Administrator
                  and the Liquidity Banks.

            (viii)Good  Standing  Certificate.  The Agent shall have  received a
                  good standing  certificate for the Lessor from the appropriate
                  offices of the State of Texas.

            (ix)  Lessor's Consents and Incumbency  Certificate,  etc. The Agent
                  shall  have  received a  certificate  of the  Secretary  or an
                  Assistant  Secretary  of the  General  Partner  of the  Lessor
                  attaching  and  certifying  as to  (i)  the  consents  of  the
                  partners  of  the  Lessor  duly   authorizing  the  execution,
                  delivery and  performance by it of each Operative  Document to
                  which  it is or will  be a  party,  (ii)  the  incumbency  and
                  signatures  of persons  authorized to execute and deliver such
                  documents on its behalf, and (iii) the Partnership Agreement.

            (x)   Liquidity Agreement.  Counterparts of the Liquidity Agreement,
                  duly  executed  by  the  parties  thereto,   shall  have  been
                  delivered to each of the parties thereto.

            (xi)  Rating  Agency  Approval.  The Rating  Agencies  that rate the
                  Commercial  Paper  shall  have  confirmed  the  rating  of the
                  Commercial  Paper,  after  giving  effect to the  transactions
                  contemplated hereby.

            (xi)  Fee Letter.  Counterparts of the Fee Letter,  duly executed by
                  the parties thereto shall have been delivered to the Agent.

         SECTION 3.3 Conditions to the Obligations of Lessee.

         The  obligations  of any  Lessee  to lease a Leased  Property  from the
Lessor  are  subject  to the  fulfillment  on the  related  Closing  Date to the
satisfaction  of,  or  waiver  by,  such  Lessee,  of the  following  conditions
precedent:

         (a) General  Conditions.  The  conditions set forth in Sections 3.1 and
             3.2 that require fulfillment by the Lessor or the Lender shall have
             been   satisfied,   including   the   delivery  of  good   standing
             certificates  by the Lessor  pursuant to Sections  3.1(a)(xiv)  and
             3.2(b)(viii)  and the  delivery  of an opinion  of counsel  for the
             Lessor pursuant to Section 3.2(b)(vii).

         (b) Legality.  In the  opinion  of  such  Lessee  or its  counsel,  the
             transactions  contemplated  by the  Operative  Documents  shall not
             violate any  Applicable  Law, and no change shall have  occurred or


<PAGE>
             been proposed in Applicable Law that would make it illegal for such
             Lessee to participate in any of the  transactions  contemplated  by
             the Operative Documents.

         (c) Purchase  Agreement;  Ground Lease. The Purchase  Agreement and, if
             applicable,  the Ground Lease shall be reasonably  satisfactory  to
             such Lessee.

         SECTION 3.4  Conditions to the  Obligations  of the Funding  Parties on
each Funding Date.

         The  obligations  of the  Lessor  and the  Lender  to carry  out  their
respective  obligations under Section 2 of this Master Agreement to be performed
on each Funding Date shall be subject to the fulfillment to the satisfaction of,
or waiver  by,  each  such  party  hereto  (acting  directly  or  through  their
respective  counsel)  on or prior to each  such  Funding  Date of the  following
conditions  precedent,  provided that the obligations of any Funding Party shall
not be  subject  to any  conditions  contained  in this  Section  3.4  which are
required to be performed by such Funding Party:

         (a) Funding Request.  The Lessor, the Agent and the Administrator shall
             have  received  from the  Construction  Agent the  Funding  Request
             therefor pursuant to Section 2.2(d).

         (b) Condition  Fulfilled.  As of such Funding  Date,  the condition set
             forth in Section 3.1(d)(i) shall have been satisfied.

         (c) Representations.  As of such  Funding  Date,  both before and after
             giving effect to the Funding requested by the Construction Agent on
             such date, the  representations and warranties that the Lessees are
             deemed to make pursuant to Section 2.2(e) shall be true and correct
             in all  Material  respects on and as of such Funding Date as though
             made on and as of such  Funding  Date,  except to the  extent  such
             representations  or warranties relate solely to an earlier date, in
             which case such representations and warranties shall have been true
             and  correct in all  Material  respects  on and as of such  earlier
             date.

         (d) No Bonded Stop Notice or Filed  Mechanics  Lien. As of each Funding
             Date, and as to any Funded Amount requested for any Leased Property
             on each such Funding Date, (i) neither the Lessor,  the Agent,  the
             Lender nor the  Administrator  has received  (with  respect to such
             Leased  Property) a bonded  notice to withhold  Loan funds that has
             not been  discharged  by the  related  Lessee  or the  Construction
             Agent,  and (ii) no mechanic's  liens or  materialman's  liens have
             been  filed  against  such  Leased  Property  that  have  not  been
             discharged  by  the  related  Lessee,   bonded  over  in  a  manner
             reasonably  satisfactory  to the Agent or insured over by the Title
             Insurance Company.

         (e) Lease Supplement. If the Funding relates to a Building that will be
             leased under a Lease Supplement  separate from the Lease Supplement
             for  the  related  Land,   the  original  of  such  separate  Lease
             Supplement,  duly executed by the related Lessee and the Lessor and
             in recordable form, shall have been delivered to the Agent.

         SECTION 3.5 Completion Date Conditions.

         The  occurrence  of the  Completion  Date with  respect  to any  Leased
Property shall be subject to the fulfillment to the  satisfaction  of, or waiver
by, each party hereto (acting  directly or through its counsel) of the following
conditions precedent:


         (a) Title Policy Endorsements;  Architect's Certificate. If such Leased
             Property is a Major  Property,  the  Construction  Agent shall have
             furnished to each Funding Party (1) the following  endorsements  to
             the  related  Title  Policy  (each of which  shall be subject to no
             exceptions other than those reasonably  acceptable to the Agent): a
             date-down   endorsement   (redating  and  confirming  the  coverage
             provided under the Title Policy and each endorsement thereto) and a
             "Form 9" endorsement (if available in the applicable jurisdiction),
             in each case,  effective  as of a date not earlier than the date of
             completion  of  the  Construction,  and  (2) a  certificate  of the
             Architect or the related General  Contractor  dated at or about the
             Completion Date, in form and substance  reasonably  satisfactory to
             the Agent and the Lessor, and stating that (i) the related Building
             has been completed  substantially  in accordance with the Plans and
             Specifications  therefor,  and such  Leased  Property  is ready for
             occupancy,  (ii)  such  Plans  and  Specifications  comply  in  all
             Material  respects with all Material  Applicable  Laws in effect at
             such  time,  and (iii) to the best of the  Architect's  or  General
             Contractor's  knowledge,  such Leased  Property,  as so  completed,
             complies in all Material respects with all Material Applicable Laws
             in  effect  at  such  time.  If  such  Leased  Property  is a Major
             Property,  the  Construction  Agent shall also deliver to the Agent
             true and  complete  copies of: (A) an "as built" or "record" set of
             the Plans and  Specifications,  (B) a plat of survey of such Leased
             Property  "as built" to a  standard  reasonably  acceptable  to the
             Agent showing all easements, paving, driveways, fences and exterior
             improvements,  and (C) copies of a certificate or  certificates  of
             occupancy  for such  Leased  Property or other  legally  equivalent
             permission to occupy such Leased Property.

         (b) Construction  Completion.  The related Construction shall have been
             completed  substantially  in accordance  with the related Plans and
             Specifications,  the related Deed and all Applicable Laws, and such
             Leased  Property  shall be ready for occupancy and  operation.  All
             fixtures, equipment and other property contemplated under the Plans
             and  Specifications  to be  incorporated  into or installed in such
             Leased  Property  shall  have been  substantially  incorporated  or
             installed, free and clear of all Liens except for Permitted Liens.

         (c) Construction Agent Certification. The Construction Agent shall have
             furnished the Lessor, the Agent and the Lender with a certification
             of the Construction Agent  (substantially in the form of Exhibit F)
             that:

            (i)   all   amounts   owing  to  third   parties   for  the  related
                  Construction  have been paid in full  (other  than  contingent
                  obligations for which the Construction Agent has made adequate
                  reserves), and no litigation or proceedings are pending, or to
                  the  best  of  the   Construction   Agent's   knowledge,   are
                  threatened,  against such Leased Property or the  Construction
                  Agent or the related Lessee which could reasonably be expected
                  to have a Materially Adverse Effect;

            (ii)  all  Material   consents,   licenses  and  permits  and  other
                  governmental  authorizations  or  approvals  required for such
                  Construction  and operation of such Leased  Property have been
                  obtained and are in full force and effect;

            (iii) such Leased  Property  has  available  all  services of public
                  facilities and other utilities necessary for use and operation
                  of such Leased Property for its intended  purposes  including,
                  without limitation, adequate water, gas and electrical supply,
                  storm  and  sanitary  sewerage  facilities,  telephone,  other
                  required  public  utilities  and means of access  between  the
                  related Building and public highways for pedestrians and motor
                  vehicles;

            (iv)  all Material agreements, easements and other rights, public or
                  private,  which are  necessary  to permit  the  lawful use and
                  operation  of  such  Leased  Property  as the  related  Lessee
                  intends to use the Leased  Property  under the Lease and which
                  are necessary to permit the lawful  intended use and operation
                  of all then  intended  utilities,  driveways,  roads and other
                  means of  egress  and  ingress  to and from the same have been
                  obtained  and are in full  force and effect  and  neither  the
                  Construction Agent nor the related Lessee has any knowledge of
                  any pending  modification  or cancellation of any of the same;
                  and the use of such  Leased  Property  does not  depend on any
                  variance,  special  exception  or  other  municipal  approval,
                  permit or consent  that has not been  obtained  and is in full
                  force and effect for its continuing legal use;

            (v)   all of the  requirements  and  conditions set forth in Section
                  3.5(b) hereof have been  completed and fulfilled  with respect
                  to such Leased Property and the related Construction; and

            (vi)  such Leased Property is in compliance in all Material respects
                  with all applicable zoning laws and regulations.



         SECTION 3.6 Addition of Lessees.

         After the date  hereof,  additional  Subsidiaries  of Dollar may become
Lessees  hereunder and under the other Operative  Documents upon satisfaction of
the following conditions precedent:

         such  Subsidiary and the Guarantor shall have executed and delivered to
the  Agent  and the  Lessor a Joinder  Agreement,  substantially  in the form of
Exhibit E;

         (a) such  Subsidiary  shall have delivered to each of the Agent and the
             Lessor (x) a certificate of the Secretary or an Assistant Secretary
             of such Subsidiary, attaching and certifying as to (i) the Board of
             Directors' resolution duly authorizing the execution,  delivery and
             performance by it of each Operative Document to which it is or will
             be  a  party,   (ii)  the  incumbency  and  signatures  of  persons
             authorized  to execute and deliver  such  documents  on its behalf,
             (iii) its  certificate of  incorporation,  certified as of a recent
             date by the  Secretary of State of its  incorporation  and (iv) its
             by-laws,  and (y) good standing  certificates  from the appropriate
             offices  of the  States  of  such  Subsidiary's  incorporation  and
             principal place of business;

         (b) such  Subsidiary  shall have delivered an opinion of Larry Wilcher,
             addressed  to  each of the  Lessor,  the  Agent,  the  Lender,  the
             Administrator  and the Liquidity  Banks,  substantially in the form
             set forth in Exhibit G-1; and

         (c) the Agent, the Lessor,  the Administrator and the Lender shall have
             received such other documents,  certificates and information as any
             of them shall have reasonably requested.

SECTION 4 REPRESENTATIONS

         SECTION 4.1 Representations of Lessees.

         Effective  as of the date of  execution  hereof  (or as of the  related
Joinder  Agreement,  as  applicable),  as of each  Closing  Date  and as of each
Funding  Date,  each Lessee  (which  term,  for  purposes of this  Section  4.1,
includes Dollar in its capacity as Guarantor) represents and warrants to each of
the other parties hereto as follows:

         (a) Organization; Corporate Powers. Each of such Lessee and each of its
             Subsidiaries (i) is a corporation duly organized,  validly existing
             and in good  standing  under  the laws of the  jurisdiction  of its
             organization,  (ii) is duly qualified as a foreign  corporation and
             in good standing (A) in each  jurisdiction  where a Leased Property
             is located,  in the case of such Lessee,  and (B) under the laws of
             each other  jurisdiction  where such  qualification is required and
             where the failure to be duly  qualified and in good standing  would
             have a Materially  Adverse  Effect,  in the case of such Lessee and
             each of its  Subsidiaries,  and (iii) has all  requisite  corporate
             power and  authority to own,  operate and encumber its property and
             assets and to conduct its  business as presently  conducted  and as
             proposed to be  conducted  in  connection  with and  following  the
             consummation  of the  transactions  contemplated  by the  Operative
             Documents.

         (b) Authority.  Such  Lessee  has the  requisite  corporate  power  and
             authority to execute,  deliver and perform the Operative  Documents
             executed by it, or to be executed  by it. The  execution,  delivery
             and performance (or recording or filing, as the case may be) of the
             Operative  Documents,  and  the  consummation  of the  transactions
             contemplated  thereby,  have  been  duly  approved  by the Board of
             Directors of such Lessee, or an appropriate  committee thereof, and
             no  other  corporate  proceedings  on the part of such  Lessee  are
             necessary to consummate the transactions so contemplated.

         (c) Binding  Obligations.  The Operative Documents to which such Lessee
             is a party,  have been duly  executed and delivered (or recorded or
             filed,  as the  case may be) by such  Lessee,  and  constitute  its
             legal,  valid and  binding  obligation,  enforceable  against it in
             accordance with their respective  terms,  except as enforcement may
             be limited by bankruptcy, insolvency, reorganization, moratorium or
             other laws relating to or limiting  creditors'  rights generally or
             by equitable principles generally.

         (d) No Conflict. The execution, delivery and performance by such Lessee
             of each  Operative  Document to which it is a party and each of the
             transactions  contemplated  thereby do not and will not (i) violate
             the certificate of incorporation,  by-laws or other  organizational
             documents  of such  Lessee,  (ii)  violate  any  Applicable  Law or
             Contractual  Obligation of any Person,  the  consequences  of which
             violation,  singly or in the  aggregate,  would  have a  Materially
             Adverse  Effect,  (iii)  result  in  or  require  the  creation  or
             imposition of any Lien  whatsoever  on any Leased  Property or upon
             any of the  properties  or  assets  of  such  Lessee  or any of its
             Subsidiaries  (other than  Permitted  Liens),  or (iv)  require any
             approval  of the  stockholders  of such  Lessee  which has not been
             obtained and is in full force and effect.

         (e) Governmental Consents. Except as have been made, obtained or given,
             and are in full force and effect,  and except for  routine  filings
             with  the  SEC  to be  made  in a  timely  fashion,  no  filing  or
             registration  with,  consent or approval of,  notice to, with or by
             any  Governmental  Authority,  is  required  to  authorize,  or  is
             required  in  connection   with,   the   execution,   delivery  and
             performance by such Lessee of the Operative  Documents,  the use of
             the  proceeds of the  Fundings  made to effect the  purchase of the
             Land  and the  Construction,  or the  legality,  validity,  binding
             effect or enforceability of any Operative Document.

         (f) Governmental Regulation.  Neither such Lessee nor any Subsidiary of
             such Lessee is an "investment company" or a company "controlled" by
             an  "investment  company",  within the  meaning  of the  Investment
             Company  Act of 1940,  as  amended.  Such  Lessee is not a "holding
             company" or a "subsidiary company," or an "affiliate" of a "holding
             company"  or of a  "subsidiary  company"  of a  "holding  company",
             within the meaning of the Public  Utility  Company Act of 1935,  as
             amended, nor subject to regulation under the Federal Power Act, or
             any foreign,  federal or local statute or  regulation  limiting its
             ability to incur  Indebtedness  for Money  Borrowed,  Guaranty such
             indebtedness,  pledge its  assets to secure  such  indebtedness  or
             enter into lease arrangements.

         (g) Requirements of Law. Such Lessee and each Subsidiary of such Lessee
             and each  Person  acting on behalf of any of them is in  compliance
             with  all   Requirements  of  Law  applicable  to  them  and  their
             respective businesses,  in each case where the failure to so comply
             would have a Materially  Adverse  Effect,  either  individually  or
             together with other such cases.

         (h) Rights in  Respect  of the Leased  Property.  Such  Lessee is not a
             party to any  contract  or  agreement  to sell any  interest in any
             Leased  Property or any part  thereof,  other than  pursuant to the
             Operative Documents.

         (i) Hazardous  Materials - Leased Properties.  To the best knowledge of
             such  Lessee,  except as  described  in the  related  Environmental
             Audit, on the Closing Date for each Leased  Property,  there are no
             Hazardous  Materials  present at, upon, under or within such Leased
             Property or released or transported to or from such Leased Property
             (except in compliance in all Material  respects with all Applicable
             Law).

            o     On the related Closing Date, no Governmental Actions have been
                  taken or, to the best knowledge of such Lessee, are in process
                  or have been threatened, which could reasonably be expected to
                  subject such Leased Property,  the Lender or the Lessor to any
                  Claims or Liens under any Environmental Law which would have a
                  Materially  Adverse Effect, or would have a Materially adverse
                  effect on the Lessor or the Lender.

            o     Such Lessee has, or will obtain on or before the date required
                  by  Applicable  Law, all  Environmental  Permits  necessary to
                  operate such Leased Property in accordance with  Environmental
                  Laws and is complying  with and has at all times complied with
                  all such  Environmental  Permits,  except  to the  extent  the
                  failure to obtain such  Environmental  Permits or to so comply
                  has not had, and would not have, a Materially Adverse Effect.

            o     Except as set forth in the related  Environmental  Audit or in
                  any notice subsequently  furnished by such Lessee to the Agent
                  and approved by the Agent in writing  prior to the  respective
                  times that the representations and warranties contained herein
                  are made or deemed made  hereunder,  no notice,  notification,
                  demand, request for information, citations, summons, complaint
                  or order has been  issued or filed to or with  respect to such
                  Lessee,  no penalty  has been  assessed  on such Lessee and no
                  investigation  or review is pending or, to its best knowledge,
                  threatened  by any  Governmental  Authority or other Person in
                  each case relating to the Leased  Property with respect to any
                  alleged  Material  violation or liability of such Lessee under
                  any  Environmental  Law. To the best knowledge of such Lessee,
                  no  Material  notice,   notification,   demand,   request  for
                  information,  citations,  summons, complaint or order has been
                  issued or filed to or with  respect  to any other  Person,  no
                  Material  penalty has been assessed on any other Person and no
                  investigation  or  review  is  pending  or  threatened  by any
                  Governmental Authority or other Person relating to such Leased
                  Property  with  respect to any alleged  Material  violation or
                  liability under any Environmental Law by any other Person.

            o     Such Leased Property and each portion thereof are presently in
                  compliance  in all Material  respects  with all  Environmental
                  Laws, and, to the best knowledge of such Lessee,  there are no
                  present  or past  facts,  circumstances,  activities,  events,
                  conditions  or  occurrences  regarding  such  Leased  Property
                  (including  without  limitation  the  release or  presence  of
                  Hazardous  Materials) that could  reasonably be anticipated to
                  (A) form the basis of a Material  Claim  against  such  Leased
                  Property,  any Funding  Party or such  Lessee,  (B) cause such
                  Leased Property to be subject to any Material  restrictions on
                  ownership,   occupancy,   use  or  transferability  under  any
                  Environmental  Law, (C) require the filing or recording of any
                  notice or  restriction  relating to the  presence of Hazardous
                  Materials  in the real  estate  records in the county or other
                  appropriate  municipality  in which such  Leased  Property  is
                  located,  or (D)  prevent  or  Materially  interfere  with the
                  continued operation and maintenance of such Leased Property as
                  contemplated by the Operative Documents.

         (j) Leased  Property.  The  present  condition  and use of such  Leased
             Property  conforms in all Material  respects with all conditions or
             requirements of all existing  Material permits and approvals issued
             with respect to such Leased  Property,  and the present use of such
             Leased  Property  and such  Lessee's  future  intended  use of such
             Leased Property under the Lease does not, in any Material  respect,
             violate any  Applicable  Law. To the best knowledge of such Lessee,
             no  Material   notices,   complaints  or  orders  of  violation  or
             non-compliance  have been issued or threatened or  contemplated  by
             any Governmental  Authority with respect to such Leased Property or
             any  present  or  intended   future  use   thereof.   All  Material
             agreements,  easements and other rights,  public or private,  which
             are necessary to permit the lawful use and operation of such Leased
             Property as such Lessee  intends to use such Leased  Property under
             the Lease and which are necessary to permit the lawful intended use
             and operation of all presently intended utilities, driveways, roads
             and other  means of egress  and  ingress  to and from the same have
             been, or to such Lessee's best knowledge will be,  obtained and are
             or will  be in full  force  and  effect,  and  such  Lessee  has no
             knowledge of any pending  Material  modification or cancellation of
             any of the same.

         (k) True and Complete  Disclosure.  All factual information relating to
             such Lessee,  or any of its assets or its financial  condition,  or
             any  of  the  Leased  Properties  heretofore  or  contemporaneously
             furnished  by such Lessee or on its behalf in writing to the Agent,
             the   Administrator  or  any  Funding  Party   (including   without
             limitation all  information  contained in the Operative  Documents)
             for purposes of or in connection with any transaction  contemplated
             by this Master Agreement is, and all other such factual information
             hereafter  furnished  by such Lessee or on its behalf in writing to
             the Agent, the Administrator or any Funding Party will be, true and
             accurate  in all  Material  respects  on the date as of which  such
             information is dated or certified and not incomplete by omitting to
             state  any  Material  fact  necessary  to  make  such  information,
             together with past written information supplied hereunder (taken as
             a whole) not misleading at such time in light of the  circumstances
             under which such information was provided.

         (l) Financial  Statements.  The  consolidated  statement  of  financial
             position  of  Dollar  as  of  January  29,  1999  and  the  related
             statements of income,  shareholders'  equity and cash flows for the
             fiscal  year then  ended,  reported  on by Deloitte & Touche LLP, a
             copy  of  which  has  been  delivered  to each  of the  Agent,  the
             Administrator, the Liquidity Banks and the Funding Parties, present
             fairly in all  Material  respects,  in  conformity  with GAAP,  the
             consolidated  financial  position of Dollar and its Subsidiaries as
             of such  dates and the  results  of  operations  and cash  flows of
             Dollar and its  Subsidiaries for such fiscal year. The Consolidated
             Companies  taken as a whole  did not have any  Material  contingent
             obligations,  contingent  liabilities or Material  liabilities  for
             known  taxes,  long-term  leases or unusual  forward  or  long-term
             commitments  required to be  reflected in the  foregoing  financial
             statements or the notes thereto that are not so reflected.

         (m) No Material Litigation.  Except as set forth in Schedule 4.1(m), no
             litigation,  investigations  or proceedings of or before any court,
             tribunal,  arbitrator or  governmental  authority is pending or, to
             the knowledge of any Executive  Officer of such Lessee,  threatened
             by or against any of the Consolidated  Companies, or against any of
             their  respective  Properties  or revenues,  existing or future (a)
             with respect to any Operative Document,  or any of the transactions
             contemplated   hereby  or  thereby,  or  (b)  which,  if  adversely
             determined,  is  reasonably  likely  to have a  Materially  Adverse
             Effect.

         (n) Margin Regulations.  No part of the proceeds of any of the Fundings
             will be used for any  purpose  which  violates,  or which  would be
             inconsistent  or not in  compliance  with,  the  provisions  of the
             applicable Margin Regulations.

         (o) Subsidiaries.  The  jurisdiction of  incorporation or organization,
             and the ownership of all issued and outstanding  capital stock, for
             each  Subsidiary of Dollar,  and the identity of each joint venture
             or  partnership  in which Dollar or any  Subsidiary  of Dollar is a
             partner is accurately  described on Schedule 4.1(o).  The foregoing
             representation is made as of the date of this Master Agreement.

         (p) Compliance With Environmental Laws.

            o     The Consolidated  Companies have received no notices of claims
                  or potential  liability under, and are in compliance with, all
                  applicable   Environmental   Laws,   where  such   claims  and
                  liabilities under, and failures to comply with, such statutes,
                  regulations,   rules,   ordinances,   laws  or  licenses,   is
                  reasonably  likely to result in  penalties,  fines,  claims or
                  other  liabilities  to the  Consolidated  Companies in amounts
                  that  would  have  a   Materially   Adverse   Effect,   either
                  individually   or  in  the  aggregate   (including   any  such
                  penalties,  fines,  claims,  or  liabilities  relating  to the
                  matters set forth on Schedule 4.1(p)),  except as set forth on
                  Schedule 4.1(p)).


            o     Except  as  set  forth  on  Schedule   4.1(p),   none  of  the
                  Consolidated  Companies  has received any notice of violation,
                  or notice of any action,  either  judicial or  administrative,
                  from any  governmental  authority  (whether  United  States or
                  foreign)  relating to the actual or alleged  violation  of any
                  Environmental Law, including, without limitation any notice of
                  any actual or alleged  spill,  leak,  or other  release of any
                  Hazardous   Substance,   waste  or  hazardous   waste  by  any
                  Consolidated  Company or its employees or agents, or as to the
                  existence of any  continuation on any Properties  owned by any
                  Consolidated Company,  where any such violation,  spill, leak,
                  release or  contamination  is  reasonably  likely to result in
                  penalties,   fines,   claims  or  other   liabilities  to  the
                  Consolidated Companies in amounts that would have a Materially
                  Adverse Effect, either individually or in the aggregate.

            o     Except  as set  forth on  Schedule  4.1(p),  the  Consolidated
                  Companies  have obtained all necessary  governmental  permits,
                  licenses and approvals for the  operations  conducted on their
                  respective  Properties,   including  without  limitation,  all
                  required Material permits,  licenses and approvals for (i) the
                  emission of air pollutants or contaminants, (ii) the treatment
                  or  pretreatment  and discharge of waste water or storm water,
                  (iii)  the  treatment,  storage,  disposal  or  generation  of
                  hazardous  wastes,  (iv) the  withdrawal  and  usage of ground
                  water or surface water,  and (v) the disposal of solid wastes,
                  in any such case  where  the  failure  to have  such  license,
                  permit or approval is  reasonably  likely to have a Materially
                  Adverse Effect.

         (q) Insurance.  The  Consolidated  Companies  currently  maintain  such
             insurance  with  respect  to their  Properties  and  business  with
             financially sound and reputable  insurers,  and in such amounts and
             having such coverages  against losses and damages which such Lessee
             in the exercise of its  reasonable  prudent  business  judgment has
             determined  to be necessary to prevent the  Consolidated  Companies
             from  experiencing  a loss which would cause a  Materially  Adverse
             Effect.  The Consolidated  Companies have paid all Material amounts
             of  insurance  premiums  now due and  owing  with  respect  to such
             insurance  policies and coverages,  and such policies and coverages
             are in full force and effect.

         (r) No Default. None of the Consolidated  Companies is in default under
             or with respect to any Contractual  Obligation in any respect which
             has  had or is  reasonably  likely  to  have a  Materially  Adverse
             Effect.

         (s) No Burdensome Restrictions. Except as set forth on Schedule 4.1(s),
             none of the  Consolidated  Companies  is a party to or bound by any
             Contractual  Obligation or  Requirement  of Law or any provision of
             its respective articles or certificate of incorporation, bylaws, or
             other  organizational  or governing  documents  which has had or is
             reasonably likely to have a Materially Adverse Effect.

         (t) Taxes.  The  Consolidated  Companies  have  filed all  Federal  tax
             returns  and, to the  knowledge  of any  Executive  Officer of such
             Lessee, the Consolidated Companies have filed all other tax returns
             which are  required  to have been  filed in any  jurisdiction;  the
             Consolidated  Companies  have  paid all  taxes  shown to be due and
             payable on such  Federal  returns  and other  returns and all other
             taxes, assessments, fees and other charges payable by them, in each
             case, to the extent the same have become due and payable and before
             they have  become  delinquent,  except  for the  filing of any such
             returns or the  payment of any taxes,  assessments,  fees and other
             charges the amount, applicability or validity of which is currently
             being  contested in good faith by appropriate  proceedings and with
             respect  to which  any  Consolidated  Company  has set aside on its
             books reserves  (segregated to the extent  required by GAAP) deemed
             by it in good faith to be  adequate.  Such Lessee has not  received
             written notice of any proposed Material tax assessment with respect
             to Federal income taxes against any of the  Consolidated  Companies
             nor does any Executive  Officer of such Lessee know of any Material
             Federal  income  tax  liability  on the  part  of the  Consolidated
             Companies  other than any such  assessment  or  liability  which is
             adequately reserved for on the books of the Consolidated  Companies
             in accordance with GAAP. 2.


         (u) Year 2000 Issues.  Dollar and the other Consolidated  Companies (i)
             have done a  comprehensive  review of their  computer  programs  to
             identify the systems that would be affected by Year 2000 Issues and
             as such issues pertain to the computer  programs and systems of the
             Consolidated   Companies  (but  not  those  of  their  third  party
             customers,  suppliers  or  vendors),  and  are  in the  process  of
             reviewing  their  Year  2000  exposure  to third  party  consumers,
             suppliers and vendors, and evaluating the costs of modifications to
             program logic control  systems,  (ii) have  developed or are in the
             process of  developing  a  realistic  and  achievable  program  for
             remediating in all material  respects all currently known Year 2000
             Issues on a timely  basis as such  issues  pertain to the  computer
             programs and systems of the  Consolidated  Companies (but not those
             of their third party customers,  suppliers,  or vendors), and (iii)
             based  on  their  review,   consultants'  reports,  and  all  other
             information   currently   available  to  them,  do  not  reasonably
             anticipate  that Year 2000  Issues will have a  Materially  Adverse
             Effect.

         (v) ERISA. Except as disclosed on Schedule 4.1(v):


            o     Identification  of Plans.  None of the Consolidated  Companies
                  nor any of their  respective  ERISA  Affiliates  maintains  or
                  contributes to, or has during the past seven years  maintained
                  or  contributed  to,  any Plan that is  subject to Title IV of
                  ERISA;

            o     Compliance. Each Plan maintained by the Consolidated Companies
                  has at all  times  been  maintained,  by  their  terms  and in
                  operation,  in compliance  with all  applicable  laws, and the
                  Consolidated  Companies  are subject to no tax or penalty with
                  respect to any Plan of such Consolidated  Company or any ERISA
                  Affiliate thereof,  including without  limitation,  any tax or
                  penalty under Title I or Title IV of ERISA or under Chapter 43
                  of the Tax Code, or any tax or penalty  resulting  from a loss
                  of  deduction  under  Section 162, 404 or 419 of the Tax Code,
                  where the failure to comply with such laws, and such taxes and
                  penalties,  together with all other liabilities referred to in
                  this Section 4.1(v) (taken as a whole), would in the aggregate
                  have a Materially Adverse Effect;

            o     Liabilities.  The  Consolidated  Companies  are  subject to no
                  liabilities (including withdrawal liabilities) with respect to
                  any Plans of such Consolidated Companies or any of their ERISA
                  Affiliates,  including  without  limitation,  any  liabilities
                  arising from Title I or IV of ERISA, other than obligations to
                  fund  benefits  under  an  ongoing  Plan  and to  pay  current
                  contributions,  expenses  and  premiums  with  respect to such
                  Plans,  where  such  liabilities,   together  with  all  other
                  liabilities  referred to in this  Section  4.1(v)  (taken as a
                  whole),  would  in the  aggregate  have a  Materially  Adverse
                  Effect;

            o     Funding.  The Consolidated  Companies and, with respect to any
                  Plan  which is  subject  to Title IV of  ERISA,  each of their
                  respective ERISA Affiliates, have made full and timely payment
                  of all amounts (A) required to be contributed  under the terms
                  of each Plan and  applicable  law, and (B) required to be paid
                  as expenses  (including  PBGC or other premiums) of each Plan,
                  where the failure to pay such amounts  (when taken as a whole,
                  including any penalties  attributable  to such amounts)  would
                  have a Materially  Adverse Effect. No Plan subject to Title IV
                  of ERISA has an "amount of unfunded  benefit  liabilities" (as
                  defined in Section  4001(a)(18)  of ERISA),  determined  as if
                  such Plan terminated on any date on which this  representation
                  and warranty is deemed  made,  in any amount  which,  together
                  with all other liabilities  referred to in this Section 4.1(v)
                  (taken as a whole) would have a Materially  Adverse  Effect if
                  such  amount  were  then  due and  payable.  The  Consolidated
                  Companies  are  subject  to no  liabilities  with  respect  to
                  post-retirement   medical   benefits  in  any  amounts  which,
                  together  with  all  other  liabilities  referred  to in  this
                  Section  4.1(v)(taken  as a whole),  would  have a  Materially
                  Adverse Effect if such amounts were then due and payable.

         (w) Patents, Trademarks, Licenses, Etc. Except as set forth on Schedule
             4.1(w),  (i) the  Consolidated  Companies have obtained and hold in
             full  force and effect all  Material  governmental  authorizations,
             consents,   approvals,   patents,   trademarks,    service   marks,
             franchises,  trade  names,  copyrights,  licenses  and  other  such
             rights, free from burdensome restrictions,  which are necessary for
             the   operation  of  their   respective   businesses  as  presently
             conducted,  and (ii) to the  best of such  Lessee's  knowledge,  no
             product,  process,  method, service or other item presently sold by
             or employed by any  Consolidated  Company in  connection  with such
             business infringes any patents, trademark, service mark, franchise,
             trade  name,  copyright,  license or other right owned by any other
             Person and there is not presently  pending,  or to the knowledge of
             such  Lessee,  threatened,  any  claim  or  litigation  against  or
             affecting any Consolidated  Company  contesting such Person's right
             to sell or use any such  product,  process,  method,  substance  or
             other item where the result of such failure to obtain and hold such
             benefits  or such  infringement  would  have a  Materially  Adverse
             Effect.

         (x) Ownership of Property; Liens.


            o     Except as set forth on Schedule 4.1(x),  (i) each Consolidated
                  Company has good and marketable fee simple title to or a valid
                  leasehold  interest in all of its real property and good title
                  to all of its other Property, as such Properties are reflected
                  in  the   consolidated   balance  sheet  of  the  Consolidated
                  Companies as of January 29, 1999,  except where the failure to
                  hold such title,  leasehold interest,  or possession would not
                  have  a  Materially  Adverse  Effect,  other  than  Properties
                  disposed of in the ordinary course of business since such date
                  or  as  otherwise  permitted  by  the  terms  of  this  Master
                  Agreement,  subject  to no known  Lien or title  defect of any
                  kind,   except  Liens   permitted   hereunder   and  (ii)  the
                  Consolidated   Companies   enjoy   peaceful  and   undisturbed
                  possession under all of their  respective  leases except where
                  the failure to enjoy peaceful and undisturbed possession would
                  not have a Materially Adverse Effect.

            o     As of the date of this Master Agreement, the Property owned by
                  each Consolidated  Company is not subject to any Lien securing
                  any  Indebtedness  or other  obligation  of such  Consolidated
                  Company  in  excess  of  $2,500,000,  individually  or in  the
                  aggregate, other than as described on Schedule 4.1(x) hereof.

         (y) Indebtedness.  As of the date of this Master Agreement,  other than
             as described on Schedule 4.1(y), the Consolidated  Companies,  on a
             consolidated  basis,  are  not  obligors   (singularly  or  in  the
             aggregate)  in respect of any  Indebtedness  for Borrowed  Money in
             excess  of  $2,500,000  or any  commitment  to  create or incur any
             Indebtedness for Borrowed Money in excess of $2,500,000.

         (z) Financial  Condition.  On the Initial Closing Date and after giving
             effect to the  transactions  contemplated by this Master  Agreement
             and the other Operative Documents,  the Property of each of Dollar,
             on a  stand  alone  basis,  and  of  Dollar  and  the  Consolidated
             Companies,  taken as a whole,  at fair valuation and based on their
             present  fair   saleable   value  will  exceed   Dollar's  or  such
             consolidated  group's, as applicable,  debts,  including contingent
             liabilities,   (ii)  the  remaining   capital  of  Dollar  or  such
             consolidated  group, as applicable,  will not be unreasonably small
             to conduct Dollar's or such  consolidated  group's,  as applicable,
             business,   and  (iii)  Dollar  or  such  consolidated   group,  as
             applicable, will not have incurred debts, or have intended to incur
             debts, beyond Dollar's or such consolidated group's, as applicable,
             ability  to pay such debts as they  mature.  For  purposes  of this
             Section  4.1(z),  "debt" means any liability on an obligation,  and
             "obligation"  means (a) the right to  payment,  whether or not such
             right is  reduced to  judgment,  liquidated,  unliquidated,  fixed,
             contingent,   matured,  unmatured,   disputed,  undisputed,  legal,
             equitable,  secured or unsecured,  or (b) the right to an equitable
             remedy for breach of  performance  if such  breach  gives rise to a
             right to payment,  whether or not such right to an equitable remedy
             is reduced to  judgment,  fixed,  contingent,  matured,  unmatured,
             disputed, undisputed, secured or unsecured.

        (aa) Labor  Matters.  Except  as set  forth  in  Schedule  4.1(aa),  the
             Consolidated Companies have experienced no strikes, labor disputes,
             slow downs or work  stoppages due to labor  disagreements  which is
             reasonably likely to have, a Materially Adverse Effect, and, to the
             best knowledge of the Executive Officers of such Lessee,  there are
             no such strikes,  disputes, slow downs or work stoppages threatened
             against any Consolidated  Company except as disclosed in writing to
             the Agent.  The hours  worked and payment  made to employees of the
             Consolidated  Companies  have not been in violation in any Material
             respect of the Fair Labor Standards Act or any other applicable law
             dealing  with  such   matters,   and  all  payments  due  from  the
             Consolidated  Companies, or for which any claim may be made against
             the Consolidated Companies, on account of wages and employee health
             and welfare  insurance and other benefits have been paid or accrued
             as liabilities on the books of the Consolidated  Companies, in each
             case where the failure to comply with such laws or to pay or accrue
             such liabilities is reasonably likely to have a Materially  Adverse
             Effect.

        (bb) Payment or Dividend  Restrictions.  Except as described on Schedule
             4.1(bb), none of the Consolidated  Companies is party to or subject
             to any  agreement  or  understanding  restricting  or limiting  the
             payment of any dividends or other distributions by any such
             Consolidated Company.

        (cc) Financial  Projections.  The  financial  projections  and other pro
             forma financial  information  delivered to the Agent, any Liquidity
             Bank or the  Administrator  on or prior to the date of this  Master
             Agreement  were  based  on good  faith  estimates  and  assumptions
             believed by the applicable  Consolidated Companies to be reasonable
             at the time made and at the time  furnished to the Agent and/or the
             Administrator,  it being  recognized by the Funding Parties and the
             Liquidity Banks that such projections and other pro forma financial
             information  as to future  events  such  projections  and other pro
             forma financial  information may differ from the projected  results
             for such period
             or periods.

        (dd) Notice of Violations.  Such Lessee has not received notice,  and no
             Consolidated  Company has received notice,  that it is in violation
             of  any  Requirement  of  Law,  judgment,  court  order,  rule,  or
             regulation  that would be  expected  to have a  Materially  Adverse
             Effect.

        (ee) Filings.  Such Lessee has filed all reports and statements required
             to be filed with the  Securities  and  Exchange  Commission.  As of
             their  respective  dates,  the reports and  statements  referred to
             above  complied  in  all  Material  respects  with  all  rules  and
             regulations  promulgated by the Securities and Exchange  Commission
             and did not contain any untrue statement of a Material fact or omit
             to state a Material fact required to be stated therein or necessary
             to make the statements therein, in light of the circumstances under
             which they were made, not misleading.

         SECTION 4.2 Representations of the Lessor.

         Effective as of the date of execution  hereof,  as of each Closing Date
and as of each Funding  Date,  in each case,  with respect to each of the Leased
Properties,  the Lessor  represents  and warrants to the other parties hereto as
follows:

         (a) Securities  Act. The interest  being  acquired or to be acquired by
             the Lessor in such Leased  Property is being  acquired  for its own
             account,  without  any  view  to the  distribution  thereof  or any
             interest  therein,  provided  that the Lessor  shall be entitled to
             assign,  convey or transfer its interest in accordance with Section
             6.1.

         (b) Due  Organization,  etc. The Lessor is a limited  partnership  duly
             organized and validly  existing in good standing  under the laws of
             Texas and each state in which a Leased  Property is located and has
             full  power,  authority  and legal  right to  execute,  deliver and
             perform its obligations  under the Lease, this Master Agreement and
             each other Operative Document to which it is or will be a party.

         (c) Due Authorization;  Enforceability,  etc. This Master Agreement and
             each other  Operative  Document to which the Lessor is or will be a
             party have been or will be duly authorized,  executed and delivered
             by or on  behalf  of the  Lessor  and are,  or upon  execution  and
             delivery  will be,  legal,  valid and  binding  obligations  of the
             Lessor  enforceable  against it in accordance with their respective
             terms,  except as such  enforceability may be limited by applicable
             bankruptcy, insolvency, or similar laws affecting creditors' rights
             generally and by general equitable principles.

         (d) No Conflict. The execution and delivery by the Lessor of the Lease,
             this Master  Agreement and each other  Operative  Document to which
             the  Lessor is or will be a party,  are not or will not be, and the
             performance  by the Lessor of its  obligations  under each  thereof
             will not be,  inconsistent with its Partnership  Agreement,  do not
             and will not  contravene any Applicable Law and do not and will not
             contravene  any provision of, or  constitute a default  under,  any
             Contractual  Obligation of Lessor,  do not and will not require the
             consent or approval  of, the giving of notice to, the  registration
             with or taking of any action in respect of or by, any  Governmental
             Authority,   except   such  as  have   been   obtained,   given  or
             accomplished,  and the Lessor  possesses all  requisite  regulatory
             authority  to  undertake  and  perform  its  obligations  under the
             Operative Documents to which it is a party.

         (e) Litigation.  There  are no  pending  or,  to the  knowledge  of the
             Lessor, threatened actions or proceedings against the Lessor before
             any court,  arbitrator or administrative agency with respect to any
             Operative  Document  or that would have a material  adverse  effect
             upon the  ability of the Lessor to perform  its  obligations  under
             this Master Agreement or any other Operative  Documents to which it
             is or will be a party.

         (f) Lessor  Liens.  No Lessor  Liens  (other than those  created by the
             Operative  Documents)  exist  on any  Closing  Date  on the  Leased
             Property,  or any portion thereof, and the execution,  delivery and
             performance  by the Lessor of this  Master  Agreement  or any other
             Operative  Document  to  which  it is or will be a party  will  not
             subject the Leased Property,  or any portion thereof, to any Lessor
             Liens (other than those created by the Operative Documents).


         (g) Employee  Benefit  Plans.  The Lessor is not and will not be making
             its investment  hereunder,  and is not  performing its  obligations
             under the  Operative  Documents,  with the  assets of an  "employee
             benefit  plan" (as  defined  in  Section  3(3) of  ERISA)  which is
             subject  to Title I of ERISA,  or "plan"  (as  defined  in  Section
             4975(e)(1)) of the Code.

         (h) General Partner. The sole general partner of the Lessor is Atlantic
             Financial Managers, Inc.

         (i) Financial  Information.  (A) The  unaudited  balance  sheet  of the
             Lessor  as of  December  31,  1998 and the  related  statements  of
             income,  partners'  capital and cash flows for the year then ended,
             copies of which have been delivered to the Agent,  fairly  present,
             in  conformity  with sound  accounting  principles,  the  financial
             condition  of the  Lessor  as of  such  dates  and the  results  of
             operations and cash flows for such periods.  (B) Since December 31,
             1998, there has been no event, act,  condition or occurrence having
             a material adverse effect upon the financial condition, operations,
             performance  or  properties  of the  Lessor,  or the ability of the
             Lessor to  perform  in any  material  respect  under the  Operative
             Documents.

         (j) No Offering.  The Lessor has not offered the Notes to any Person in
             any manner that would subject the issuance  thereof to registration
             under the Securities Act.

         SECTION 4.3 Representations of the Lender.

         Effective as of the date of execution  hereof,  as of each Closing Date
and as of each Funding Date,  the Lender  represents  and warrants to the Lessor
and to the Lessees as follows:

         (a) Securities  Act. The interest  being  acquired or to be acquired by
             the Lender in the  Funded  Amounts  is being  acquired  for its own
             account,  without  any  view  to the  distribution  thereof  or any
             interest  therein,  provided  that the Lender  shall be entitled to
             assign,  convey or transfer its interest in accordance with Section
             6.2.

         (b) Employee  Benefit  Plans.  The Lender is not and will not be making
             its investment  hereunder,  and is not  performing its  obligations
             under the  Operative  Documents,  with the  assets of an  "employee
             benefit  plan" (as  defined  in  Section  3(3) of  ERISA)  which is
             subject  to Title I of ERISA,  or "plan"  (as  defined  in  Section
             4975(e)(1)) of the Code.


   SECTION 5 COVENANTS OF THE LESSEES AND THE LESSOR

         SECTION 5.1 Affirmative Covenants.

             Each Lessee will:


         (a) Corporate Existence,  Etc. Preserve and maintain, and cause each of
             the Consolidated  Companies to preserve and maintain, its corporate
             existence, its Material rights,  franchises,  and licenses, and its
             Material  patents  and  copyrights  (for  the  scheduled   duration
             thereof),  trademarks, trade names, and service marks, necessary or
             desirable  in  the  normal   conduct  of  its  business,   and  its
             qualification  to do  business  as a  foreign  corporation  in  all
             jurisdictions where it conducts business or other activities making
             such qualification necessary,  where the failure to be so qualified
             would reasonably be expected to have a Materially Adverse Effect.

         (b) Compliance  with Laws,  Etc.  Comply,  and cause each  Consolidated
             Company to comply,  with all  Requirements  of Law and  Contractual
             Obligations  applicable  to or  binding  on any of them  where  the
             failure to comply  with such  Requirements  of Law and  Contractual
             Obligations  would  reasonably  be  expected  to have a  Materially
             Adverse Effect.

         (c) Payment of Taxes and Claims, Etc. File, and cause each Consolidated
             Company to file, all Federal,  state, local and foreign tax returns
             that are  required  to be  filed by each of them and pay all  taxes
             that have become due  pursuant  to such  returns or pursuant to any
             assessment in respect thereof received by any Consolidated Company;
             and  each  Consolidated  Company  will  pay or cause to be paid all
             other taxes,  assessments,  fees and other governmental charges and
             levies which, to the knowledge of any of the Executive  Officers of
             any  Consolidated  Company,  are due and  payable  before  the same
             become  delinquent,  except any such taxes and  assessments  as are
             being contested in good faith by appropriate and timely proceedings
             and  as  to  which  adequate  reserves  have  been  established  in
             accordance with GAAP.

         (d) Keeping  of Books.  Keep,  and cause each  Consolidated  Company to
             keep, proper books of record and account,  containing  complete and
             accurate  entries of all their  respective  financial  and business
             transactions.

         (e) Visitation,  Inspection,  Etc. Permit,  and cause each Consolidated
             Company to permit, any representative of the Lessor, the Agent, the
             Administrator or any Liquidity Bank, at the Lessor's,  the Agent's,
             the  Administrator's or such Liquidity Bank's expense, to visit and
             inspect any of its Property  and to discuss its  affairs,  finances
             and accounts with its officers, all at such reasonable times and as
             often as the Lessor, the Agent, the Administrator or such Liquidity
             Bank may  reasonably  request  after  reasonable  prior  notice  to
             Dollar;   provided,   however,  that  at  any  time  following  the
             occurrence  and  during the  continuance  of a  Potential  Event of
             Default or an Event of Default,  no prior notice to Dollar shall be
             required.

         (f) Insurance; Maintenance of Properties.


            o     Maintain or cause to be maintained with financially  sound and
                  reputable  insurers,   such  insurance  with  respect  to  its
                  Properties   and  business  in  such  amounts  as  Dollar  has
                  determined in the exercise of its reasonable  prudent business
                  judgment is necessary to prevent the  Consolidated  Companies,
                  singularly or in the aggregate from  experiencing a loss which
                  would cause a Materially Adverse Effect.

            o     Cause, and cause each of the Consolidated  Companies to cause,
                  all  Properties  used or useful in the conduct of its business
                  to be  maintained  and  kept in  good  condition,  repair  and
                  working order and supplied  with all  necessary  equipment and
                  cause   to  be   made   all   necessary   repairs,   renewals,
                  replacements,  settlements and improvements thereof, all as in
                  the reasonable judgment of Dollar may be necessary so that the
                  business  carried on in  connection  therewith may be properly
                  and advantageously conducted at all times; provided,  however,
                  that  nothing  in  this  Section  shall  prevent  Dollar  from
                  discontinuing   the  operation  or  maintenance  of  any  such
                  Properties  if  such  discontinuance  is,  in  the  reasonable
                  judgment of Dollar,  desirable  in the conduct of its business
                  or the business of any Consolidated Company.

            o     Cause a summary,  set forth in format  and  detail  reasonably
                  acceptable to the Agent, of the types and amounts of insurance
                  (property  and  liability)   maintained  by  the  Consolidated
                  Companies  to be  delivered  to the Agent on or before  thirty
                  (30) days after the Initial Closing Date.


         (g) Financial   Reports.   Furnish  to  the  Lessor,   the  Agent,  the
             Administrator and each  Liquidity Bank:

            o     Within  fifty  (50)  days  after  the end of each of the first
                  three quarter-annual  periods of each Fiscal Year (and, in any
                  event,  in  each  case as soon  as  prepared),  the  quarterly
                  Financial  Report  of  Dollar  as of the end of  that  period,
                  prepared  on  a  consolidated   basis  and  accompanied  by  a
                  certificate,  dated  the  date  of  furnishing,  signed  by  a
                  Financial  Officer of Dollar to the effect that such Financial
                  Report  accurately  presents  in  all  Material  respects  the
                  consolidated financial condition of the Consolidated Companies
                  and that such Financial Report has been prepared in accordance
                  with  GAAP   consistently   applied   (subject   to  year  end
                  adjustments),  except that such  Financial  Report need not be
                  accompanied by notes.

            o     Within one  hundred  (100)  days after the end of each  Fiscal
                  Year (and,  in any event,  as soon as  available),  the annual
                  Financial Report of Dollar (with accompanying  notes) for that
                  Fiscal Year prepared on a consolidated  basis (which Financial
                  Report shall be reported on by Dollar's independent  certified
                  public  accountants,  such report to state that such Financial
                  Report   fairly   presents  in  all   Material   respects  the
                  consolidated  financial  condition and results of operation of
                  the  Consolidated  Companies in accordance with GAAP and to be
                  without any Material qualifications or exceptions).  The audit
                  opinion in respect of the consolidated  Financial Report shall
                  be the unqualified opinion of one of the nationally recognized
                  "Big Five" firms of independent  certified public  accountants
                  acceptable to Agent.


            o     Within  fifty  (50)  days  after  the end of each of its first
                  three  quarterly  accounting  periods  and within one  hundred
                  (100)  days after the end of each  Fiscal  Year,  a  statement
                  certified  as true  and  correct  by a  Financial  Officer  of
                  Dollar,  substantially  in the form of Exhibit H hereto,  with
                  back-up  material  setting  forth in  reasonable  detail  such
                  calculations   attached   thereto  and  stating   whether  any
                  Potential  Event of Default or Event of Default  has  occurred
                  and is  continuing,  and if a  Potential  Event of  Default or
                  Event of  Default  has  occurred  and is  continuing,  stating
                  Dollar's intentions with respect thereto;

            o     Within fifty (50) days after the end of each of its  quarterly
                  accounting  periods (including the year end quarterly period),
                  a  statement  certified  as true and  correct  by a  Financial
                  Officer of Dollar setting forth the  Consolidated  Funded Debt
                  to Total  Capitalization  Ratio and the Fixed Charge  Coverage
                  Ratio as of the last day of such quarterly accounting period.

            o     Promptly  upon  the  filing  thereof  or  otherwise   becoming
                  available,   copies  of  all  financial  statements,   annual,
                  quarterly and special reports (including,  without limitation,
                  Dollar's 8-K, 10-K, and 10-Q  reports),  proxy  statements and
                  notices  sent or made  available  generally  by  Dollar to its
                  public security  holders,  of all regular and periodic reports
                  and all  registration  statements  and  prospectuses,  if any,
                  filed by any of them with any securities  exchange or with the
                  Securities and Exchange Commission,  and of all press releases
                  and other  statements  made available  generally to the public
                  containing Material  developments in the business or financial
                  condition of Dollar and the other Consolidated Companies.

            o     Promptly  upon  receipt  thereof,   copies  of  all  financial
                  statements  of,  and all  reports  submitted  by,  independent
                  public  accountants  to Dollar in connection  with each annual
                  and interim financial statement, including without limitation,
                  restatement of its financial statements or other special audit
                  of Dollar's financial  statements that would be required to be
                  disclosed pursuant to Applicable Law.

            o     As soon  possible  and in any event  within  thirty  (30) days
                  after Dollar or any  Consolidated  Company knows or has reason
                  to know that any  "Reportable  Event"  (as  defined in Section
                  4043(b) of ERISA) with respect to any Plan has occurred (other
                  than such a Reportable Event for which the PBGC has waived the
                  30-day notice  requirement under Section 4043(a) of ERISA) and
                  such  Reportable  Event  involves a matter that has had, or is
                  reasonably  likely to have, a  Materially  Adverse  Effect,  a
                  statement   of  a   Financial   Officer   of  the   applicable
                  Consolidated   Company   setting  forth  details  as  to  such
                  Reportable   Event  and  the  action   which  the   applicable
                  Consolidated  Company  proposes to take with respect  thereto,
                  together  with a copy of the notice of such  Reportable  Event
                  given to the PBGC if a copy of such notice is available to the
                  applicable Consolidated Company.
            o     With reasonable promptness, such other information relating to
                  Dollar's performance of this Master Agreement or its financial
                  condition as may  reasonably be requested from time to time by
                  the Agent.

            o     Concurrently  with the  furnishing of the annual  consolidated
                  Financial  Report  required  pursuant  to  Section  5.1(g)(ii)
                  hereof,  furnish or cause to be furnished  to the Lessor,  the
                  Agent, the Administrator and each Liquidity Bank a certificate
                  of compliance in a form  reasonably  satisfactory to the Agent
                  prepared  by one  of  the  nationally  recognized  "Big  Five"
                  accounting  firms  stating  that  in  making  the  examination
                  necessary for their audit,  they have obtained no knowledge of
                  any Potential Event of Default or Event of Default, or if they
                  have obtained such knowledge,  disclosing the nature,  details
                  and period of existence of such event.

            o     Promptly  after  the  formation  or  acquisition  of  any  new
                  Subsidiary,   notice  thereof,  together  with  the  name  and
                  jurisdiction of incorporation of such Subsidiary.

         (h) Notices  Under  Certain Other  Indebtedness.  Immediately  upon its
             receipt thereof, furnish the Agent a copy of any notice received by
             it  or  any  other  Consolidated  Company  from  the  holder(s)  of
             Indebtedness (or from any trustee,  agent, attorney, or other party
             acting on  behalf of such  holder(s))  in an amount  which,  in the
             aggregate,  exceeds  $10,000,000.00  where  such  notice  states or
             claims (i) the  existence or  occurrence of any default or event of
             default  with respect to such  Indebtedness  under the terms of any
             indenture,  loan or credit  agreement,  debenture,  note,  or other
             document  evidencing or governing  such  Indebtedness,  or (ii) the
             existence or occurrence of any event or condition which requires or
             permits holder(s) of any Indebtedness of the Consolidated Companies
             to exercise rights under any Change in Control Provision.

         (i) Notice of  Litigation.  Notify the Agent of any  actions,  suits or
             proceedings  instituted  by any  Person  against  the  Consolidated
             Companies  where the uninsured  portion of the money damages sought
             (which shall include any deductible  amount to be paid by Dollar or
             any  Consolidated  Company) is singularly in an amount in excess of
             $25,000,000.00 or where unreserved  amounts in the aggregate are in
             excess of  $25,000,000.00  or which is reasonably  likely to have a
             Materially  Adverse  Effect.  Said notice is to be given along with
             the quarterly and annual reports required by Section 5.1(g) hereof,
             and is to  specify  the amount of  damages  being  claimed or other
             relief  being  sought,   the  nature  of  the  claim,   the  Person
             instituting  the  action,   suit  or  proceeding,   and  any  other
             significant features of the claim.

         (j) Subsidiary Guaranties.


            o     Subject to subsection  (iii) below,  Dollar shall cause all of
                  the Consolidated  Companies existing as of the Initial Closing
                  Date to execute and  deliver on or before the Initial  Closing
                  Date a Subsidiary  Guaranty in substantially  the same form as
                  set forth in Exhibit I. The delivery of such  documents  shall
                  be  accompanied  by such  other  documents  as the  Agent  may
                  reasonably  request  (e.g.,   certificates  of  incorporation,
                  articles of  incorporation  and bylaws,  membership  operating
                  agreements, opinion letters and appropriate resolutions of the
                  Board of Directors of any such Subsidiary Guarantor).

            o     Subject to  subsection  (iii)  below,  Dollar shall cause each
                  Consolidated  Company not  existing as of the Initial  Closing
                  Date  to  execute  and  deliver   Subsidiary   Guaranties   in
                  substantially  the  same  form  as  set  forth  in  Exhibit  I
                  simultaneously  with the creation or  acquisition  of any such
                  Consolidated  Company by Dollar or any other such Consolidated
                  Company.  The delivery of such documents  shall be accompanied
                  by such other  documents as the Agent may  reasonably  request
                  (e.g.,    certificates   of    incorporation,    articles   of
                  incorporation  and bylaws,  membership  operating  agreements,
                  opinion  letters and  appropriate  resolutions of the Board of
                  Directors of any such Subsidiary Guarantor).

            o     Notwithstanding the foregoing subsections (i) and (ii), Dollar
                  shall not be  required  to cause any  Consolidated  Company to
                  deliver  a  Subsidiary   Guaranty  if  the  delivery  of  such
                  documents would cause such Consolidated Company to violate any
                  Requirement of Law.

         (k) Existing  Business.  Remain and cause each Consolidated  Company to
             remain  engaged in business of the same general  nature and type as
             conducted by the Consolidated  Companies,  taken as a whole, on the
             Initial Closing Date.

         (l) ERISA   information   and   Compliance.   Comply   and  cause  each
             Consolidated  Company to comply with ERISA and all other applicable
             laws governing any pension or profit sharing plan or arrangement to
             which any Consolidated Company is a party. Dollar shall provide and
             shall  cause each  Consolidated  Company to provide  the Agent with
             notice of any "reportable event" or "prohibited transaction" or the
             imposition of a "withdrawal liability" within the meaning of ERISA.

         (m) Financial Requirements. Not:

            o     Fixed Charge Coverage Ratio.  Suffer or permit, as of the last
                  day of any fiscal quarter, the ratio of (A) Consolidated EBITR
                  to (B) the sum of (i) Consolidated Interest Expense, plus (ii)
                  Consolidated  Rental  Expense  to be less than 2.0 to 1.0,  as
                  calculated  for the most  recently  concluded  quarter and the
                  immediately three (3) preceding fiscal quarters.

            o     Consolidated  Funded  Debt  to  Total  Capitalization   Ratio.
                  Permit, as of the last day of any fiscal quarter, the ratio of
                  Consolidated Funded Debt to Total Capitalization to be greater
                  than .50 to 1.0.

         (n) Liens.  Not,  and will not  permit  any  Consolidated  Company  to,
             create,  assume  or  suffer  to exist  any  Lien  upon any of their
             respective  Properties  whether  now owned or  hereafter  acquired;
             provided,  however, that this Section 5.1(n) shall not apply to the
             following:

            o     any Lien for  taxes  not yet due or  taxes or  assessments  or
                  other governmental  charges which are being actively contested
                  in good  faith  by  appropriate  proceedings  and as to  which
                  adequate  reserves have been  established  in accordance  with
                  GAAP;

            o     any customary  Liens,  pledges or deposits in connection  with
                  worker's  compensation,   unemployment  insurance,  or  social
                  security,  or  deposits  incidental  to  the  conduct  of  the
                  business of any  Consolidated  Company or the ownership of any
                  of their Properties which were not incurred in connection with
                  the  borrowing of money or the obtaining of advances or credit
                  and which do not in the aggregate  Materially detract from the
                  value of their Properties or Materially impair the use thereof
                  in the operation of their businesses;

            o     any  customary  Liens to secure the  performance  of  tenders,
                  statutory  obligations,  surety and appeal bonds,  and similar
                  obligations  and  as to  which  adequate  reserves  have  been
                  established in accordance with GAAP;

            o     any  Lien   incurred  in  connection   with   Purchase   Money
                  Indebtedness   and  placed  upon  any  Property   (other  than
                  inventory) at the time of its  acquisition  (or within 60 days
                  thereafter)  by any  Consolidated  Company  to secure all or a
                  portion of the purchase  price  therefor;  provided,  that any
                  such Lien  shall not  encumber  any  other  Properties  of any
                  Consolidated Company;

            o     statutory   Liens  of   carriers,   warehousemen,   mechanics,
                  materialmen  and other  Liens  imposed  by law  created in the
                  ordinary  course of business  for amounts not yet due or which
                  are being  contested in good faith by appropriate  proceedings
                  and as to which  adequate  reserves have been  established  in
                  accordance with GAAP or bonded off;

            o     Liens  consisting  of  encumbrances  in the  nature  of zoning
                  restrictions,  easements, rights and restrictions of record on
                  the  use of  real  property  on the  date  of the  acquisition
                  thereof and statutory  Liens of landlords and lessors which in
                  any case do not Materially detract from the value of such real
                  property or impair the use thereof;

            o     any Lien in favor  of the  United  States  of  America  or any
                  department  or  agency  thereof,  or in  favor  of  any  state
                  government or political  subdivision thereof, or in favor of a
                  prime  contractor  under a  government  contract of the United
                  States,   or  of  any  state   government   or  any  political
                  subdivision  thereof,   and,  in  each  case,  resulting  from
                  acceptance of partial,  progress, advance or other payments in
                  the ordinary course of business under government  contracts of
                  the United States, or of any state government or any political
                  subdivision thereof, or subcontracts thereunder;

            o     any Lien  existing  on the date  hereof and  disclosed  on the
                  consolidated  Financial Reports of Dollar,  and Liens incurred
                  in connection with the refinancing of the Indebtedness related
                  thereto,   provided   that  the   principal   amount  of  such
                  Indebtedness   is  not  increased  in  connection   with  such
                  refinancing;

            o     statutory  Liens  arising  under ERISA created in the ordinary
                  course of  business  for  amounts  not yet due and as to which
                  adequate  reserves have been  established  in accordance  with
                  GAAP; and

            o     Liens not otherwise  permitted above securing  Indebtedness in
                  an aggregate cumulative amount of $5,000,000 or less.


         (o) Merger and Sale of Assets.  Not,  without the prior written consent
             of the Required  Liquidity  Banks,  merge or  consolidate  with any
             other  corporation or sell, lease or transfer or otherwise  dispose
             of all or, during any  twelve-month  period, a Material part of its
             Property to any Person, nor permit any Consolidated Company to take
             any of the above actions;  provided that notwithstanding any of the
             foregoing limitations, if no Potential Event of Default or Event of
             Default  shall then exist or  immediately  thereafter  will  exist,
             Consolidated Companies may take the following actions:

            o     Any  Consolidated  Company may merge with (i) Dollar (provided
                  that Dollar shall be the continuing or surviving  corporation)
                  or (ii)  any  one or more  other  Subsidiaries  provided  that
                  either the continuing or surviving  corporation shall remain a
                  Consolidated Company;

            o     Any  Consolidated   Company  may  sell,  lease,   transfer  or
                  otherwise  dispose  of any of its assets to (i) Dollar or (ii)
                  any other Consolidated Company;

            o     Dollar may sell for fair value  Scottsville,  Kentucky  office
                  buildings (exclusive of its Scottsville, Kentucky distribution
                  center);  (iv)  Dollar may enter  into any sale and  leaseback
                  transaction  that does not violate the  provisions  of Section
                  5.1(u); and (v) Any Consolidated Company may sell inventory in
                  the ordinary course of its business.

         (p) Transactions  with  Affiliates.   Not,  and  will  not  permit  any
             Consolidated   Company  to,  enter  into  or  be  a  party  to  any
             transaction or arrangement with any Affiliate  (including,  without
             limitation,  the  purchase  from,  sale to or  exchange of property
             with, or the  rendering of any service by or for, any  Affiliates),
             except in the  ordinary  course of and  pursuant to the  reasonable
             requirements of such Consolidated  Company's business and upon fair
             and reasonable terms no less favorable to such Consolidated Company
             than  such  party  would  obtain  in  a   comparable   arm's-length
             transaction with a Person other than an Affiliate.

         (q) Nature of  Business.  Not,  and will not  permit  any  Consolidated
             Company to,  engage in any  business  if, as a result,  the general
             nature of the business,  taken on a consolidated basis, which would
             then  be  engaged  in  by  any   Consolidated   Company   would  be
             fundamentally  changed  from the  general  nature  of the  business
             engaged in by the Consolidated Companies on the date of this Master
             Agreement.

         (r) Regulations T, U and X. Not, nor permit any Consolidated Company to
             take any action  that  would  result in any  non-compliance  of the
             Fundings made hereunder with Regulations T, U and X of the Board of
             Governors of the Federal Reserve System.

         (s) ERISA Compliance. Not, and will not permit any Consolidated Company
             to, incur any Material  "accumulated funding deficiency" within the
             meaning of Section  302(a)(2) of ERISA,  or any Material  liability
             under Section 4062 of ERISA to the PBGC  established  thereunder in
             connection with any Plan.

         (t) Investments,  Loans,  and  Advances.  Not,  and will not permit any
             Consolidated  Company to, make or permit to remain  outstanding any
             loans or advances to or  investments  in any Person,  except  that,
             subject  to all  other  provisions  of  this  Section  5.1(t),  the
             foregoing restriction shall not apply to:

            o     investments  in direct  obligations  of the  United  States of
                  America or any agency thereof  having  maturities of less than
                  one year;

            o     investments in commercial  paper maturing within one year from
                  the date of creation thereof of the highest credit rating of a
                  Rating  Agency (or,  in the case of Standard & Poor's,  one of
                  the two highest credit ratings);

            o     investments  in  bankers'   acceptances  and  certificates  of
                  deposit  having  maturities  of less  than one year  issued by
                  commercial  banks  in the  United  States  of  America  having
                  capital and surplus in excess of $50,000,000;

            o     the  endorsement  of negotiable or similar  instruments in the
                  ordinary course of business;

            o     investments in stock of any of the Consolidated Companies;

            o     investments in stock or assets, or any combination thereof, of
                  any Subsidiary  created or acquired after the Initial  Closing
                  Date;

            o     investments  received  in  settlement  of debt  created in the
                  ordinary course of business;

            o     advances  to  officers  and  employees  of Dollar  made in the
                  ordinary  course of  business  and not in  excess  of  amounts
                  customarily  and  historically  loaned  to such  officers  and
                  employees not to exceed $5,000,000 in the aggregate;

            o     repurchase  obligations  with a term of not more than one year
                  for  underlying  securities of the types  described in clauses
                  (i) and (iii) above  entered  into with a  counterparty  whose
                  short-term  securities  are of the highest  credit rating of a
                  Rating  Agency (or,  in the case of Standard & Poor's,  one of
                  the two highest credit ratings); and

            o     freely  redeemable  shares in money  market funds which invest
                  solely in  securities  of the types  described in clauses (i),
                  (ii),  (iii) and (ix) and rated in the highest rating category
                  by a Rating Agency (or, in the case of Standard & Poor's,  one
                  of the two highest rating categories).

         (u) Sales and  Leasebacks.  Not,  and will not permit any  Consolidated
             Company to, enter into one or more  arrangements  or  transactions,
             directly  or  indirectly,  in any Fiscal  Year,  with any Person by
             which any Consolidated  Company shall sell or transfer any Property
             and by which any Consolidated Company shall then or thereafter rent
             or lease as  lessee  such  Property  or any part  thereof  or other
             Property  that  such  Consolidated   Company  intends  to  use  for
             substantially  the same purpose or purposes as the Property sold or
             transferred if the aggregate fair market value of all Property sold
             or  transferred  in sale and leaseback  transactions  in any Fiscal
             Year  exceeds  an amount  equal to ten  percent  (10%) of  Dollar's
             consolidated  total assets  calculated in  accordance  with GAAP as
             measured at Dollar's  most  recently  concluded  Fiscal Year and as
             reported on its most  recent  Form 10-K (filed with the  Securities
             and Exchange Commission pursuant to ss. 13 of the Exchange Act) for
             each Fiscal Year. The calculation of Dollar's  consolidated  assets
             shall be  recalculated on each occasion that Dollar delivers to the
             Agent its most recently filed Form 10-K.

         (v) Guaranties.  Not, and will not permit any Consolidated  Company to,
             enter  into  any  Guaranty,  except  that,  subject  to  all  other
             provisions of this Section 5, the foregoing  restriction  shall not
             apply to:

            o     Subsidiary Guaranties;

            o     the execution by Dollar of a Guaranty for the Synthetic Lease;

            o     Guaranties executed by one Consolidated Company in favor of or
                  to another Consolidated Company for the obligations of another
                  Consolidated Company;

            o     endorsements  of instruments  for deposit or collection in the
                  ordinary course of business; and

            o     such other  Guaranties that do not cause a breach or violation
                  of the Consolidated Funded Debt to Total Capitalization Ratio.

         (w) Acquisitions.   Not  permit  any   Consolidated   Company  to  make
             Acquisitions  for a purchase  price in excess of $50,000,000 in the
             aggregate in any twelve (12) month period.  For the purpose hereof,
             the purchase  price shall be determined by the sum of: (A) all cash
             paid, plus (B) the principal  amount of any promissory notes given,
             plus (C) the  value of any  stock  given,  and (D) the value of any
             other Property given or transferred in respect of such Acquisition.

         (x) Year 2000 Issues.  Take,  and cause its  Subsidiaries  to take, all
             actions  reasonably  necessary to assure that the Year 2000 Issues,
             as such Year 2000  Issues  pertain  to the  computer  programs  and
             systems of the Consolidated  Companies,  will not have a Materially
             Adverse Effect.  Dollar and the other  Consolidated  Companies will
             use  their  reasonable  efforts  to  assure  that  its  third-party
             customers,  suppliers and vendors develop and implement programs to
             remediate in all material  respects all Year 2000 Issues reasonably
             anticipated by Dollar or the other Consolidated Companies to have a
             Materially  Adverse  Effect.  Upon  request  by  the  Agent  or any
             Liquidity  Bank,  Dollar will  provide the Agent and the  Liquidity
             Banks a written  description  of its Year 2000  program,  including
             updates and  progress  reports.  Dollar  will advise  Agent and the
             Liquidity Banks promptly of any reasonably  anticipated  Materially
             Adverse Effect as a result of Year 2000 Issues.

         SECTION 5.2 Further  Assurances.

         Upon the written  request of the Lessor or the Agent,  each Lessee,  at
its own cost  and  expense,  will  cause  all  financing  statements  (including
precautionary   financing   statements),   fixture  filings  and  other  similar
documents,  to be recorded or filed at such places and times in such manner,  as
may be necessary  to  preserve,  protect and perfect the interest of the Lessor,
the Agent,  the Liquidity Banks and the Lender in the related Leased Property as
contemplated by the Operative Documents.


         SECTION 5.3 Additional Required Appraisals.

         If, as a result of any change in Applicable  Law after the date hereof,
an appraisal of all or any of the Leased  Property is required  during the Lease
Term under Applicable Law with respect to any Funding Party's interest  therein,
such  Funding  Party's  Funded  Amount  with  respect  thereto or the  Operative
Documents,  then the related Lessee or Lessees shall pay the reasonable  cost of
such appraisal.

         SECTION 5.4 Lessor's Covenants.

         The Lessor covenants and agrees that,  unless the Agent, the Lender and
the Required Liquidity Banks shall have otherwise consented in writing:

          (a)     it shall not amend its Partnership Agreement,  except to admit
                  limited partners in connection with lease transactions similar
                  to the Transaction;

          (b)     it  shall  not  incur  any   indebtedness  or  other  monetary
                  obligation   or   liability,   other  than  (i)   non-recourse
                  indebtedness  incurred in connection  with the  Transaction or
                  similar  transactions and (ii) operating  expenses incurred in
                  the ordinary course of business that are not delinquent;

          (c)     the  proceeds  of the Loans  received  from the Lender will be
                  used by the Lessor  solely to acquire the Leased  Property and
                  to  pay  the  Construction   Agent  for  certain  closing  and
                  transaction  costs  associated  therewith and for the costs of
                  Construction.  No portion of the proceeds of the Loans will be
                  used by the Lessor (i) in connection with, whether directly or
                  indirectly,  any tender  offer for, or other  acquisition  of,
                  stock of any corporation with a view towards obtaining control
                  of such other  corporation,  (ii) directly or indirectly,  for
                  the purpose,  whether  immediate,  incidental or ultimate,  of
                  purchasing  or  carrying  any Margin  Stock,  or (iii) for any
                  purpose in violation of any Applicable Law;

          (d)     it shall not engage in any business or activity,  or invest in
                  any Person,  except for  activities  similar to its activities
                  conducted  on the date  hereof,  the  Transactions  and  lease
                  transactions similar to the Transactions;

          (e)     it will maintain  tangible net worth in an amount no less than
                  the  sum of (i)  $100,000  plus  (ii) 3% of its  total  assets
                  (calculated  assuming no  reduction in the value of any leased
                  property from its original cost to the Lessor);

          (f)     it will deliver to the Agent,  as soon as available and in any
                  event  within 90 days  after the end of each  fiscal  year,  a
                  balance  sheet of the Lessor as of the end of such fiscal year
                  and the related  statements of income,  partners'  capital and
                  cash flows for such fiscal year, setting forth in each case in
                  comparative  form the figures for the  previous  fiscal  year,
                  together  with copies of its tax returns,  all certified by an
                  officer  of  the  General  Partner  (and  if the  Lessor  ever
                  prepares audited financial statements, it shall deliver copies
                  thereto the Agent);

          (g)     it will permit the Agent and its  representatives  to examine,
                  and make copies from, the Lessor's  books and records,  and to
                  visit the offices and properties of the Lessor for the purpose
                  of  examining  such  materials,  and to discuss  the  Lessor's
                  performance   hereunder  with  any  of  its,  or  its  General
                  Partner's, officers and employees;

          (h)     it shall not  consent to or suffer or permit any Lien  against
                  the  Leased  Property,  other than as  expressly  contemplated
                  pursuant to the Operative Documents;

          (i)     it shall not  consent to or suffer or permit the  creation  of
                  any easement or other restriction  against the Leased Property
                  other than as  permitted  pursuant to Article VI of the Lease;
                  and
          (j)     it  shall  promptly  discharge  each  Lessor  Lien  and  shall
                  indemnify the Lender and the related Lessee for any diminution
                  in value of any Leased  Property  resulting  from such  Lessor
                  Liens.

 SECTION 6 TRANSFERS BY LESSOR AND LENDER

         SECTION 6.1 Lessor Transfers.

         The Lessor shall not assign,  convey or  otherwise  transfer all or any
portion of its right,  title or interest in, to or under any Leased  Property or
any  of the  Operative  Documents  without  the  prior  written  consent  of the
Liquidity Banks, the  Administrator and Dollar.  Any proposed  transferee of the
Lessor shall make the  representation  set forth in Section  4.2(b) to the other
parties hereto.

         SECTION 6.2 Lender Transfers.

         The Lender shall not assign,  convey or  otherwise  transfer all or any
portion of its Loans, the Notes or its interests,  rights and obligations  under
this Master  Agreement and the Loan Agreement  without the prior written consent
of the  Administrator  and Dollar,  except to (i) the  Liquidity  Banks,  or the
Liquidity Agent on behalf of the Liquidity Banks, (ii) any other Program Support
Provider  or (iii)  any  other  commercial  paper  conduit  administered  by the
Administrator  or an  Affiliate  thereof.  If all of the Loans have been  funded
pursuant  to the  Liquidity  Agreement,  at the  request  of the  Administrator,
Dollar,  the other Lessees,  the Lessor and the Liquidity  Banks hereby agree to
enter into such  amendments  to this Master  Agreement  and the other  Operative
Documents  as  shall  be   necessary,   in  the   reasonable   judgment  of  the
Administrator,  to evidence an assignment by the Lender,  and the  assumption by
the Liquidity Banks, of all rights and obligations  (including the Loans and the
Lender's  Commitment)  of  the  Lender  under  the  Operative  Documents  to the
Liquidity  Banks (in which  case,  the Lender  shall be  released  from all such
obligations).

SECTION 7 INDEMNIFICATION

         SECTION 7.1 General Indemnification.

         Each Lessee,  jointly and severally,  agrees, whether or not any of the
transactions contemplated hereby shall be consummated,  to assume liability for,
and to indemnify, protect, defend, save and hold harmless each Indemnitee, on an
After-Tax  Basis,  from and against,  any and all Claims that may be imposed on,
incurred by or asserted, or threatened to be asserted,  against such Indemnitee,
whether or not such Indemnitee shall also be indemnified as to any such Claim by
any other  Person and whether or not such Claim  arises or accrues  prior to any
Closing  Date or after the Lease  Termination  Date,  in any way  relating to or
arising out of:

          (a)     any  of the  Operative  Documents  or any of the  transactions
                  contemplated  thereby,  and  any  amendment,  modification  or
                  waiver in respect thereof; or

          (b)     any  Land,  any  Building  or any  part  thereof  or  interest
                  therein, including any Ground Lease and any IDB Documentation;

          (c)     the purchase, design, construction, preparation, installation,
                  inspection,  delivery,  non-delivery,  acceptance,  rejection,
                  ownership, management,  possession,  operation, rental, lease,
                  sublease,   repossession,   maintenance,  repair,  alteration,
                  modification,  addition,  substitution,  storage,  transfer of
                  title, redelivery, use, financing,  refinancing,  disposition,
                  operation, condition, sale (including, without limitation, any
                  sale pursuant to the Lease),  return or other  disposition  of
                  all or any part of any interest in any Leased  Property or the
                  imposition of any Lien, other than a Lessor Lien (or incurring
                  of any  liability to refund or pay over any amount as a result
                  of any Lien,  other than a Lessor  Lien)  thereon,  including,
                  without  limitation:  (1) Claims or penalties arising from any
                  violation  or  alleged  violation  of law or in  tort  (strict
                  liability or otherwise),  (2) latent or other defects, whether
                  or not  discoverable,  (3) any Claim based upon a violation or
                  alleged  violation of the terms of any restriction,  easement,
                  condition or covenant or other matter  affecting  title to any
                  Leased  Property  or any part  thereof,  (4) the making of any
                  Alterations  in  violation  of any  standards  imposed  by any
                  insurance  policies  required to be  maintained  by any Lessee
                  pursuant  to the  Lease  which  are in effect at any time with
                  respect to any Leased  Property or any part  thereof,  (5) any
                  Claim for patent,  trademark  or copyright  infringement,  (6)
                  Claims  arising from any public  improvements  with respect to
                  any  Leased  Property  resulting  in  any  charge  or  special
                  assessments  being levied  against any Leased  Property or any
                  Claim for utility  "tap-in"  fees, and (7) Claims for personal
                  injury  or real or  personal  property  damage  occurring,  or
                  allegedly occurring, on any Land, Building or Leased Property;

          (d)     the offer, issuance, sale or delivery of the Notes;

          (e)     the   breach  or   alleged   breach  by  any   Lessee  of  any
                  representation, warranty or covenant made by it or deemed made
                  by it in any Operative Document or any certificate required to
                  be delivered by any Operative Document;

          (f)     the retaining or employment of any broker, finder or financial
                  advisor by any Lessee to act on its behalf in connection  with
                  this  Master  Agreement,  or  the  incurring  of any  fees  or
                  commissions to which the Lessor,  the Agent,  the Lender,  the
                  Administrator  or any  Liquidity  Bank might be  subjected  by
                  virtue of their entering into the transactions contemplated by
                  this Master  Agreement  (other than fees or commissions due to
                  any  broker,  finder  or  financial  advisor  retained  by the
                  Lessor,  the  Agent,  the  Lender,  the  Administrator  or any
                  Liquidity Bank);

          (g)     the  existence  of any Lien on or with  respect  to any Leased
                  Property,  the  Construction,  any Basic Rent or  Supplemental
                  Rent, title thereto,  or any interest  therein,  including any
                  Liens  which  arise  out of the  possession,  use,  occupancy,
                  construction,  repair or rebuilding of any Leased  Property or
                  by reason of labor or  materials  furnished or claimed to have
                  been furnished to the Construction  Agent, any Lessee,  or any
                  of its  contractors or agents or by reason of the financing of
                  any personalty or equipment  purchased or leased by any Lessee
                  or Alterations  constructed by any Lessee, except in all cases
                  the Liens  listed as items  (a) and (b) in the  definition  of
                  Permitted Liens;

          (h)     the transactions contemplated hereby or by any other Operative
                  Document,  in respect of the  application  of Parts 4 and 5 of
                  Subtitle B of Title I of ERISA and any prohibited  transaction
                  described in Section 4975(c) of the Code; or

          (i)     any act or omission by any Lessee under any Purchase Agreement
                  or  any  other  Operative  Document,  and  any  breach  of any
                  requirement, condition, restriction or limitation in any Deed,
                  Purchase   Agreement,   IDB  Documentation  or  Ground  Lease;
                  provided,  however,  the  Lessees  shall  not be  required  to
                  indemnify any Indemnitee under this Section 7.1 for any of the
                  following: (1) any Claim to the extent that such Claim results
                  from   the   willful    misconduct,    gross   negligence   or
                  misrepresentation of such Indemnitee,  (2) any Claim resulting
                  from  Lessor  Liens  which  the  Lessor  Indemnitee  Group  is
                  responsible for discharging under the Operative Documents,  or
                  (3) any Claim to the extent  attributable to events  occurring
                  after the return of all of the Leased Properties to the Lessor
                  in accordance with the Leases;  and, provided,  further,  that
                  with respect to each Construction Land Interest, each Lessee's
                  indemnity  obligations  with  respect to such Leased  Property
                  shall be governed by Section  3.3 of the  Construction  Agency
                  Agreement  during  the  Construction  Term  therefor.   It  is
                  expressly  understood  and agreed that the indemnity  provided
                  for herein shall survive the expiration or termination of, and
                  shall be separate and independent  from any other remedy under
                  this  Master  Agreement,  the  Lease  or any  other  Operative
                  Document.

SECTION  7.2 Environmental  Indemnity.

         In addition to and without  limitation of Section 7.1 or Section 3.3 of
the Construction Agency Agreement, each Lessee, jointly and severally, agrees to
indemnify, hold harmless and defend each Indemnitee, on an After-Tax Basis, from
and against any and all claims (including  without limitation third party claims
for personal injury or real or personal property damage),  losses (including but
not limited to any loss of value of any Leased Property),  damages, liabilities,
fines,  penalties,  charges,  suits,  settlements,  demands,  administrative and
judicial  proceedings  (including informal  proceedings) and orders,  judgments,
remedial  action,  requirements,  enforcement  actions  of  any  kind,  and  all
reasonable  costs  and  expenses  actually  incurred  in  connection   therewith
(including,  but not limited to, reasonable  attorneys' and/or  paralegals' fees
and expenses),  including,  but not limited to, all costs incurred in connection
with  any  investigation  or  monitoring  of site  conditions  or any  clean-up,
remedial,  removal or restoration work by any federal, state or local government
agency, arising directly or indirectly, in whole or in part, out of

          (a)     the presence on or under any Land of any Hazardous  Materials,
                  or any releases or discharges  of any Hazardous  Materials on,
                  under, from or onto any Land,

          (b)     any activity,  including,  without  limitation,  construction,
                  carried on or undertaken on or off any Land,  and whether by a
                  Lessee or any  predecessor in title or any employees,  agents,
                  contractors or subcontractors of any Lessee or any predecessor
                  in  title,  or  any  other  Person,  in  connection  with  the
                  handling,   treatment,   removal,  storage,   decontamination,
                  clean-up,  transport  or disposal of any  Hazardous  Materials
                  that at any time are located or present on or under or that at
                  any time migrate, flow, percolate,  diffuse or in any way move
                  onto or under any Land,

          (c)     loss  of  or  damage  to  any  property  or  the   environment
                  (including,  without  limitation,   clean-up  costs,  response
                  costs,  remediation  and  removal  costs,  cost of  corrective
                  action, costs of financial assurance,  fines and penalties and
                  natural resource  damages),  or death or injury to any Person,
                  and all expenses  associated  with the protection of wildlife,
                  aquatic  species,   vegetation,   flora  and  fauna,  and  any
                  mitigative action required by or under  Environmental Laws, in
                  each case to the extent related to any Leased Property,

          (d)     any claim concerning any Leased  Property's lack of compliance
                  with  Environmental  Laws,  or any act or omission  causing an
                  environmental  condition  on or  with  respect  to any  Leased
                  Property  that  requires   remediation   or  would  allow  any
                  governmental  agency  to record a Lien or  encumbrance  on the
                  land records, or

          (e)     any residual  contamination on or under any Land, or affecting
                  any natural resources on any Land, and to any contamination of
                  any property or natural  resources  arising in connection with
                  the generation,  use, handling, storage, transport or disposal
                  of  any  such  Hazardous  Materials  on  or  from  any  Leased
                  Property;  in each case  irrespective  of whether  any of such
                  activities  were or  will be  undertaken  in  accordance  with
                  applicable  laws,  regulations,  codes and ordinances;  in any
                  case with respect to the matters  described  in the  foregoing
                  clauses  (i)  through  (v) that arise or occur (w) prior to or
                  during the Lease Term, (x) at any time during which any Lessee
                  or any  Affiliate  thereof  owns any  interest in or otherwise
                  occupies  or  possesses  any Leased  Property  or any  portion
                  thereof,  or (y)  during  any  period  after  and  during  the
                  continuance of any Event of Default;  provided,  however,  the
                  Lessees  shall not be required  to  indemnify  any  Indemnitee
                  under this  Section  7.2 for any Claim to the extent that such
                  Claim results from the willful  misconduct or gross negligence
                  of such Indemnitee. It is expressly understood and agreed that
                  the indemnity provided for herein shall survive the expiration
                  or termination of and shall be separate and  independent  from
                  any other remedy under this Master Agreement, the Lease or any
                  other Operative Document.

         SECTION 7.3 Proceedings in Respect of Claims.

         With respect to any amount that a Lessee is requested by an  Indemnitee
to pay by reason of Section 7.1 or 7.2, such  Indemnitee  shall, if so requested
by a Lessee and prior to any payment, submit such additional information to such
Lessee as such Lessee may reasonably  request and which is in the possession of,
or under the control of, such Indemnitee to substantiate  properly the requested
payment.  In case any action,  suit or proceeding  shall be brought  against any
Indemnitee,  such  Indemnitee  promptly shall notify Dollar of the  commencement
thereof  (provided that the failure of such Indemnitee to promptly notify Dollar
shall not affect any Lessee's  obligation to indemnify  hereunder  except to the
extent that such Lessee's  ability to contest is  Materially  prejudiced by such
failure),  and any Lessee shall be entitled,  at its expense, to participate in,
and, to the extent that such Lessee  desires to,  assume and control the defense
thereof with  counsel  reasonably  satisfactory  to such  Indemnitee;  provided,
however,  that such  Indemnitee  may pursue a motion to dismiss such  Indemnitee
from such action, suit or proceeding with counsel of such Indemnitee's choice at
the Lessees' expense;  and provided further that a Lessee may assume and control
the defense of such  proceeding  only if such Lessee shall have  acknowledged in
writing its  obligations to fully  indemnify such  Indemnitee in respect of such
action,  suit or  proceeding,  such Lessee  shall pay all  reasonable  costs and
expenses  related to such action,  suit or  proceeding  as and when incurred and
such  Lessee  shall keep such  Indemnitee  fully  apprised of the status of such
action suit or proceeding and shall provide such Indemnitee with all information
with  respect  to such  action  suit or  proceeding  as  such  Indemnitee  shall
reasonably request;  and, provided further,  that no Lessee shall be entitled to
assume and control the defense of any such action,  suit or proceeding if and to
the extent that,  (A) in the  reasonable  opinion of such  Indemnitee,  (x) such
action,  suit or proceeding  involves any  possibility of imposition of criminal
liability or any Material risk of Material civil liability on such Indemnitee or
(y) such action,  suit or  proceeding  will involve a Material risk of the sale,
forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien)
on any Leased  Property or any part thereof  unless a Lessee shall have posted a
bond or other security  satisfactory  to the relevant  Indemnitees in respect to
such risk or (z) the control of such action, suit or proceeding would involve an
actual or potential  conflict of interest,  (B) such proceeding  involves Claims
not fully  indemnified by the Lessees which the Lessees and the Indemnitee  have
been unable to sever from the indemnified  claim(s),  or (C) an Event of Default
has occurred and is continuing.  The Indemnitee may  participate in a reasonable
manner at its own expense and with its own counsel in any  proceeding  conducted
by a Lessee in accordance with the foregoing.

         If a Lessee fails to fulfill the  conditions to such Lessee's  assuming
the defense of any claim after receiving  notice thereof on or prior to the date
that is 15 days prior to the date that an answer or  response is  required,  the
Indemnitee may undertake such defense,  at the Lessees' expense. No Lessee shall
enter  into any  settlement  or other  compromise  with  respect to any Claim in
excess of $1,000,000  which is entitled to be  indemnified  under Section 7.1 or
7.2 without the prior written consent of the related  Indemnitee,  which consent
shall not be  unreasonably  withheld.  Unless  an Event of  Default  shall  have
occurred and be  continuing,  no Indemnitee  shall enter into any  settlement or
other  compromise  with respect to any claim which is entitled to be indemnified
under  Section  7.1 or 7.2 without the prior  written  consent of Dollar,  which
consent shall not be unreasonably  withheld,  unless such Indemnitee  waives its
right to be indemnified under Section 7.1 or 7.2 with respect to such Claim.

         Upon  payment in full of any Claim by a Lessee  pursuant to Section 7.1
or 7.2 to or on  behalf of an  Indemnitee,  such  Lessee,  without  any  further
action,  shall be subrogated to any and all claims that such Indemnitee may have
relating thereto (other than claims in respect of insurance policies  maintained
by such Indemnitee at its own expense),  and such Indemnitee  shall execute such
instruments  of assignment  and  conveyance,  evidence of claims and payment and
such other documents,  instruments and agreements as may be reasonably necessary
to preserve any such claims and  otherwise  cooperate  with such Lessee and give
such further assurances as are reasonably  necessary or advisable to enable such
Lessee vigorously to pursue such claims.

         Any amount  payable to an  Indemnitee  pursuant  to Section  7.1 or 7.2
shall be paid to such  Indemnitee  promptly  upon, but in no event later than 30
days  after,  receipt  of  a  written  demand  therefor  from  such  Indemnitee,
accompanied by a written statement describing in reasonable detail the basis for
such indemnity and the computation of the amount so payable.

         If for any reason the  indemnification  provided  for in Section 7.1 or
7.2 is  unavailable  to an Indemnitee or is  insufficient  to hold an Indemnitee
harmless,  then each Lessee, jointly and severally,  agrees to contribute to the
amount  paid or payable  by such  Indemnitee  as a result of such  loss,  claim,
damage or liability in such proportion as is appropriate to reflect not only the
relative benefits received by such Indemnitee on the one hand and by the Lessees
on the other hand but also the relative fault of such  Indemnitee as well as any
other relevant equitable  considerations.  It is expressly understood and agreed
that the right to contribution  provided for herein shall survive the expiration
or  termination of and shall be separate and  independent  from any other remedy
under this Master Agreement, the Lease or any other Operative Document.



         SECTION 7.4 General Tax Indemnity.

         (a) Tax  Indemnity.  Except as otherwise  provided in this Section 7.4,
             each  Lessee,  jointly  and  severally,  shall pay on an  After-Tax
             Basis,  and on written  demand  shall  indemnify  and hold each Tax
             Indemnitee harmless from and against,  any and all fees (including,
             without   limitation,   documentation,   recording,   license   and
             registration fees), taxes (including,  without limitation,  income,
             gross  receipts,   sales,   rental,  use,  turnover,   value-added,
             property,   excise  and  stamp  taxes),  levies,  imposts,  duties,
             charges,  assessments  or  withholdings  of any nature  whatsoever,
             together with any penalties, fines or interest thereon or additions
             thereto (any of the foregoing  being  referred to herein as "Taxes"
             and  individually as a "Tax" (for the purposes of this Section 7.4,
             the definition of "Taxes" includes amounts imposed on, incurred by,
             or  asserted  against  each Tax  Indemnitee  as the  result  of any
             prohibited transaction, within the meaning of Section 406 or 407 of
             ERISA  or  Section  4975(c)  of  the  Code,   arising  out  of  the
             transactions   contemplated   hereby  or  by  any  other  Operative
             Document))  imposed on or with respect to any Tax  Indemnitee,  any
             Lessee,  any Leased Property or any portion thereof or any Land, or
             any sublessee or user thereof, by the United States or by any state
             or local  government or other taxing authority in the United States
             in connection  with or in any way relating to (i) the  acquisition,
             financing,  mortgaging,  construction,  preparation,  installation,
             inspection,   delivery,   non-delivery,    acceptance,   rejection,
             purchase,   ownership,   possession,   rental,   lease,   sublease,
             maintenance,  repair, storage, transfer of title, redelivery,  use,
             operation,   condition,   sale,  return  or  other  application  or
             disposition  of all or any  part  of  any  Leased  Property  or the
             imposition of any Lien (or incurrence of any liability to refund or
             pay over any  amount as a result of any Lien)  thereon,  (ii) Basic
             Rent or Supplemental  Rent or the receipts or earnings arising from
             or  received  with  respect  to any  Leased  Property  or any  part
             thereof,   or  any  interest   therein  or  any   applications   or
             dispositions  thereof,  (iii)  any  other  amount  paid or  payable
             pursuant to the Notes or any other  Operative  Documents,  (iv) any
             Leased  Property,  any Land or any  part  thereof  or any  interest
             therein (including,  without limitation, all assessments payable in
             respect thereof,  including,  without  limitation,  all assessments
             noted on the related Title Policy), (v) all or any of the Operative
             Documents, any other documents contemplated thereby, any amendments
             and supplements  thereto,  and (vi) otherwise with respect to or in
             connection  with the  transactions  contemplated  by the  Operative
             Documents.

         (b) Exclusions  from General Tax  Indemnity.  Section  7.4(a) shall not
             apply to:


            o     Taxes on,  based on, or  measured  by or with  respect  to net
                  income of the Lessor,  the Agent,  the Liquidity Banks and the
                  Lender (including,  without limitation, minimum Taxes, capital
                  gains Taxes,  Taxes on or measured by items of tax  preference
                  or  alternative  minimum  Taxes) other than (A) any such Taxes
                  that are, or are in the nature of, sales, use, license, rental
                  or property Taxes,  and (B)  withholding  Taxes imposed by the
                  United States or any state in which Leased Property is located
                  (i) on  payments  with  respect  to the  Notes,  to the extent
                  imposed  by  reason of a change in  Applicable  Law  occurring
                  after the date on which the  holder  of such Note  became  the
                  holder of such  Note or (ii) on Rent,  to the  extent  the net
                  payment  of Rent after  deduction  of such  withholding  Taxes
                  would be less than amounts  currently  payable with respect to
                  the Funded Amounts;

            o     Taxes on,  based on, or in the nature of or  measured by Taxes
                  on doing business,  business  privilege,  franchise,  capital,
                  capital  stock,  net worth,  or mercantile  license or similar
                  taxes  other than (A) any  increase  in such Taxes  imposed on
                  such Tax  Indemnitee by any state in which Leased  Property is
                  located,  net of any  decrease in such taxes  realized by such
                  Tax Indemnitee, to the extent that such tax increase would not
                  have  occurred  if on each  Funding  Date the  Lessor  and the
                  Lender  had  advanced  funds  to  the  related  Lessee  or the
                  Construction  Agent in the form of loans secured by the Leased
                  Property in an amount  equal to the Funded  Amounts  funded on
                  such Funding  Date,  with debt service for such loans equal to
                  the Basic Rent  payable on each  Payment  Date and a principal
                  balance at the  maturity of such loans in a total amount equal
                  to the Funded Amounts at the end of the Lease Term, or (B) any
                  Taxes  that are or are in the  nature of sales,  use,  rental,
                  license or property Taxes relating to any Leased Property;

            o     Taxes  that are based on, or  measured  by,  the fees or other
                  compensation  received  by a Person  acting  as Agent  (in its
                  individual  capacities)  or any  Affiliate  of any thereof for
                  acting as trustee under the Loan Agreement;

            o     Taxes that  result  from any act,  event or  omission,  or are
                  attributable  to any  period of time,  that  occurs  after the
                  earliest of (A) the  expiration of the Lease Term with respect
                  to any  Leased  Property  and,  if  such  Leased  Property  is
                  required to be returned to the Lessor in  accordance  with the
                  Lease,  such  return  and  (B)  the  discharge  in full of the
                  related Lessee's  obligations to pay the Lease Balance, or any
                  amount  determined by reference  thereto,  with respect to any
                  Leased  Property  and all other  amounts  due under the Lease,
                  unless such Taxes relate to acts,  events or matters occurring
                  prior to the  earliest of such times or are imposed on or with
                  respect  to any  payments  due under the  Operative  Documents
                  after such expiration or discharge;

            o     Taxes  imposed  on a  Tax  Indemnitee  that  result  from  any
                  voluntary sale,  assignment,  transfer or other disposition or
                  bankruptcy   by  such  Tax   Indemnitee  or  any  related  Tax
                  Indemnitee of any interest in any Leased  Property or any part
                  thereof, or any interest therein or any interest or obligation
                  arising  under  the  Operative  Documents,  or from any  sale,
                  assignment,  transfer or other  disposition of any interest in
                  such Tax  Indemnitee or any related Tax  Indemnitee,  it being
                  understood  that each of the following shall not be considered
                  a voluntary sale: (A) any substitution, replacement or removal
                  of any of the  Leased  Property  by a Lessee,  (B) any sale or
                  transfer  resulting  from  the  exercise  by a  Lessee  of any
                  termination  option,  any purchase option or sale option,  (C)
                  any sale or  transfer  while an Event of  Default  shall  have
                  occurred and be continuing  under the Lease,  and (D) any sale
                  or transfer  resulting from the Lessor's  exercise of remedies
                  under the Lease;

            o     any Tax  which  is  being  contested  in  accordance  with the
                  provisions  of Section  7.4(c),  during the  pendency  of such
                  contest;

            o     any Tax that is  imposed  on a Tax  Indemnitee  as a result of
                  such Tax Indemnitee's  gross negligence or willful  misconduct
                  (other than gross negligence or willful  misconduct imputed to
                  such Tax  Indemnitee  solely by reason of its  interest in any
                  Leased Property);

            o     any Tax that  results  from a Tax  Indemnitee  engaging,  with
                  respect to any Leased  Property,  in  transactions  other than
                  those permitted by the Operative Documents;

            o     to the extent any  interest,  penalties  or  additions  to tax
                  result  in  whole  or  in  part  from  the  failure  of a  Tax
                  Indemnitee  to file a return or pay a Tax that it is  required
                  to file or pay in a proper  and  timely  manner,  unless  such
                  failure (A) results from the transactions  contemplated by the
                  Operative  Documents in  circumstances  where a Lessee did not
                  give  timely  notice  to such  Tax  Indemnitee  (and  such Tax
                  Indemnitee  otherwise had no actual  knowledge) of such filing
                  or payment  requirement that would have permitted a proper and
                  timely  filing of such  return or payment of such Tax,  as the
                  case may be, or (B)  results  from the  failure of a Lessee to
                  supply information  necessary for the proper and timely filing
                  of such  return or  payment  of such Tax,  as the case may be,
                  that was not in the possession of such Tax Indemnitee; and

            o     any Tax that  results  from the  breach  by the  Lessor of its
                  representation  and  warranty  made in  Section  4.2(b) or the
                  breach of the Lender of its  representation  and warranty made
                  in Section 4.3(b).

         (c) Contests.  If any claim shall be made against any Tax Indemnitee or
             if any  proceeding  shall be commenced  against any Tax  Indemnitee
             (including a written notice of such proceeding) for any Taxes as to
             which the  Lessee  may have an  indemnity  obligation  pursuant  to
             Section  7.4, or if any Tax  Indemnitee  shall  determine  that any
             Taxes as to which  the  Lessees  may have an  indemnity  obligation
             pursuant to Section 7.4 may be payable,  such Tax Indemnitee  shall
             promptly notify Dollar. A Lessee shall be entitled, at its expense,
             to participate  in, and, to the extent that such Lessee desires to,
             assume and control the defense  thereof;  provided,  however,  that
             such Lessee shall have  acknowledged  in writing its  obligation to
             fully  indemnify  such Tax  Indemnitee in respect of such action if
             requested  to do so by  such  Lessee,  suit  or  proceeding  if the
             contest is  unsuccessful;  and,  provided  further,  that no Lessee
             shall be  entitled  to assume and  control  the defense of any such
             action,  suit or  proceeding  (but the Tax  Indemnitee  shall  then
             contest,  at the sole cost and expense of the Lessee,  on behalf of
             the related Lessee with representatives  reasonably satisfactory to
             such  Lessee)  if and to the  extent  that,  (A) in the  reasonable
             opinion of such Tax Indemnitee, such action, suit or proceeding (x)
             involves any meaningful risk of imposition of criminal liability or
             any  Material  risk  of  Material  civil   liability  on  such  Tax
             Indemnitee  or (y)  will  involve  a  Material  risk  of the  sale,
             forfeiture  or loss of, or the  creation  of any Lien (other than a
             Permitted  Lien) on any Leased  Property or any part thereof unless
             the Lessees shall have posted a bond or other security satisfactory
             to the relevant Tax  Indemnitees  in respect to such risk, (B) such
             proceeding  involves  Claims not fully  indemnified  by the Lessees
             which the Lessees and the Tax Indemnitee  have been unable to sever
             from the indemnified claim(s), (C) an Event of Default has occurred
             and is  continuing,  (D) such action,  suit or proceeding  involves
             matters which extend beyond or are unrelated to the Transaction and
             if  determined  adversely  could be Materially  detrimental  to the
             interests of such Tax Indemnitee notwithstanding indemnification by
             the Lessees or (E) such  action,  suit or  proceeding  involves the
             federal or any state income tax  liability  of the Tax  Indemnitee.
             With respect to any contests controlled by a Tax Indemnitee, (i) if
             such  contest  relates  to the  federal  or any  state  income  tax
             liability  of such Tax  Indemnitee,  such Tax  Indemnitee  shall be
             required to conduct  such  contest  only if the Lessees  shall have
             provided  to such Tax  Indemnitee  an  opinion of  independent  tax
             counsel selected by the Tax Indemnitee and reasonably  satisfactory
             to the Lessees  stating that a  reasonable  basis exists to contest
             such  claim  or  (ii)  in  the  case  of an  appeal  of an  adverse
             determination  of any contest  relating to any Taxes, an opinion of
             such counsel to the effect that such appeal is more likely than not
             to be successful,  provided,  however, such Tax Indemnitee shall in
             no event be  required  to appeal an  adverse  determination  to the
             United States Supreme Court.  The Tax Indemnitee may participate in
             a reasonable  manner at its own expense and with its own counsel in
             any  proceeding  conducted  by a  Lessee  in  accordance  with  the
             foregoing.

             Each  Tax  Indemnitee  shall at the  Lessees'  expense  supply  the
             related  Lessee with such  information  and  documents  in such Tax
             Indemnitee's  possession reasonably requested by such Lessee as are
             necessary  or  advisable  for such  Lessee  to  participate  in any
             action,  suit or proceeding to the extent permitted by this Section
             7.4.  Unless  an  Event  of  Default  shall  have  occurred  and be
             continuing,  no Tax  Indemnitee  shall enter into any settlement or
             other  compromise with respect to any Claim which is entitled to be
             indemnified  under  this  Section  7.4  without  the prior  written
             consent  of  Dollar,   which  consent  shall  not  be  unreasonably
             withheld,  unless  such  Tax  Indemnitee  waives  its  right  to be
             indemnified under this Section 7.4 with respect to such Claim.

             Notwithstanding  anything  contained herein to the contrary,  (a) a
             Tax Indemnitee will not be required to contest (and no Lessee shall
             be permitted to contest) a claim with respect to the  imposition of
             any  Tax  if  such  Tax   Indemnitee   shall  waive  its  right  to
             indemnification  under this  Section 7.4 with respect to such claim
             (and any  related  claim with  respect to other  taxable  years the
             contest of which is  precluded  as a result of such waiver) and (b)
             no Tax  Indemnitee  shall be  required  to contest any claim if the
             subject  matter  thereof shall be of a continuing  nature and shall
             have  previously  been decided  adversely,  unless there has been a
             change  in law which in the  opinion  of Tax  Indemnitee's  counsel
             creates substantial authority for the success of such contest. Each
             Tax  Indemnitee  and each Lessee  shall  consult in good faith with
             each other  regarding  the conduct of such  contest  controlled  by
             either.

         (d) Reimbursement for Tax Savings. If (x) a Tax Indemnitee shall obtain
             a credit or refund of any Taxes paid by a Lessee  pursuant  to this
             Section 7.4 or (y) by reason of the incurrence or imposition of any
             Tax for which a Tax  Indemnitee  is  indemnified  hereunder  or any
             payment  made to or for the  account  of such Tax  Indemnitee  by a
             Lessee  pursuant to this Section 7.4,  such Tax  Indemnitee  at any
             time  realizes a  reduction  in any Taxes for which the Lessees are
             not  required to  indemnify  such Tax  Indemnitee  pursuant to this
             Section 7.4, which reduction in Taxes was not taken into account in
             computing  such  payment by a Lessee to or for the  account of such
             Tax Indemnitee, then such Tax Indemnitee shall promptly pay to such
             Lessee (xx) the amount of such credit or refund,  together with the
             amount of any interest  received by such Tax  Indemnitee on account
             of such credit or refund or (yy) an amount equal to such  reduction
             in Taxes,  as the case may be;  provided that no such payment shall
             be made so long as an Event of Default  shall have  occurred and be
             continuing  and,  provided,  further,  that the amount payable to a
             Lessee by any Tax Indemnitee  pursuant to this Section 7.4(d) shall
             not at any  time  exceed  the  aggregate  amount  of all  indemnity
             payments  made by such  Lessee  under this  Section 7.4 to such Tax
             Indemnitee  with respect to the Taxes which gave rise to the credit
             or  refund  or with  respect  to the  Tax  which  gave  rise to the
             reduction  in Taxes less the amount of all prior  payments  made to
             such Lessee by such Tax Indemnitee under this Section 7.4(d).  Each
             Tax  Indemnitee  agrees to act in good faith to claim such  refunds
             and other  available Tax  benefits,  and take such other actions as
             may be  reasonable  to  minimize  any  payment due from the Lessees
             pursuant to this Section 7.4. The  disallowance or reduction of any
             credit,  refund or other tax  savings  with  respect to which a Tax
             Indemnitee has made a payment to a Lessee under this Section 7.4(d)
             shall be treated as a Tax for which the  Lessees are  obligated  to
             indemnify such Tax Indemnitee  hereunder  without regard to Section
             7.4(b) hereof.

         (e) Payments.  Any Tax  indemnifiable  under this  Section 7.4 shall be
             paid by the  Lessees  directly  when due to the  applicable  taxing
             authority if direct payment is practicable and permitted. If direct
             payment to the applicable  taxing  authority is not permitted or is
             otherwise not made, any amount payable to a Tax Indemnitee pursuant
             to Section 7.4 shall be paid within  thirty (30) days after receipt
             of a written demand  therefor from such Tax Indemnitee  accompanied
             by a written  statement  describing in reasonable detail the amount
             so  payable,  but not before the date that the  relevant  Taxes are
             due. Any payments made pursuant to Section 7.4 shall be made to the
             Tax Indemnitee entitled thereto or a Lessee, as the case may be, in
             immediately  available  funds at such  bank or to such  account  as
             specified by the payee in written  directions to the payor,  or, if
             no such  direction  shall  have been  given,  by check of the payor
             payable  to the  order of the  payee  by  certified  mail,  postage
             prepaid at its address as set forth in this Master Agreement.  Upon
             the  request  of any Tax  Indemnitee  with  respect to a Tax that a
             Lessee is required to pay,  such Lessee  shall  furnish to such Tax
             Indemnitee  the  original or a certified  copy of a receipt for the
             Lessee's  payment of such Tax or such other  evidence of payment as
             is reasonably acceptable to such Tax Indemnitee.

         (f) Reports.  If any Lessee  knows of any report,  return or  statement
             required to be filed with  respect to any Taxes that are subject to
             indemnification  under this Section 7.4, such Lessee shall, if such
             Lessee is permitted  by  Applicable  Law,  timely file such report,
             return or statement  (and,  to the extent  permitted  by law,  show
             ownership  of the  applicable  Leased  Property  in  such  Lessee);
             provided,  however,  that  if  such  Lessee  is  not  permitted  by
             Applicable Law or does not have access to the information  required
             to file any such  report,  return or  statement,  such  Lessee will
             promptly so notify the appropriate  Tax  Indemnitee,  in which case
             Tax Indemnitee will file such report.  In any case in which the Tax
             Indemnitee will file any such report, return or statement, a Lessee
             shall,  upon written request of such Tax  Indemnitee,  prepare such
             report,  return or statement for filing by such Tax  Indemnitee or,
             if such Tax  Indemnitee  so requests,  provide such Tax  Indemnitee
             with such information as is reasonably available to such Lessee.

         (g) Verification.  At a Lessee's  request,  the amount of any indemnity
             payment by the  Lessees or any  payment  by a Tax  Indemnitee  to a
             Lessee pursuant to this Section 7.4 shall be verified and certified
             by an  independent  public  accounting  firm selected by Dollar and
             reasonably   acceptable   to  the  Tax   Indemnitee.   Unless  such
             verification shall disclose an error in the Lessees' favor of 5% or
             more  of  the  related  indemnity   payment,   the  costs  of  such
             verification  shall be borne by the Lessees.  In no event shall any
             Lessee have the right to review the Tax Indemnitee's tax returns or
             receive any other confidential  information from the Tax Indemnitee
             in connection with such verification.  The Tax Indemnitee agrees to
             cooperate with the  independent  public  accounting firm performing
             the  verification  and to supply  such  firm  with all  information
             reasonably  necessary to permit it to accomplish such verification,
             provided  that the  information  provided  to such firm by such Tax
             Indemnitee  shall be for its  confidential  use. The parties  agree
             that the sole  responsibility of the independent  public accounting
             firm shall be to verify the  amount of a payment  pursuant  to this
             Master Agreement and that matters of  interpretation of this Master
             Agreement  are not within the scope of the  independent  accounting
             firm's responsibilities.

         SECTION 7.5 Increased Costs, etc.

         (a) Taxes.

             Except as  otherwise  specifically  provided  herein,  all payments
             under this  Master  Agreement  and the other  Operative  Documents,
             other than the payments specified in clause (ii)(c) below, shall be
             made without defense, set-off, or counterclaim.

            (a)   All such payments  shall be made free and clear of and without
                  deduction  or  withholding  for any Taxes in  respect  of this
                  Master Agreement,  the Notes or other Operative Documents,  or
                  any payments of  principal,  interest,  fees or other  amounts
                  payable  hereunder or  thereunder  (but  excluding,  except as
                  provided  in  paragraph  (iii)  hereof,  in the  case  of each
                  Affected  Party,  taxes  imposed  on or  measured  by its  net
                  income, and franchise taxes and branch profit taxes imposed on
                  it (A) by the  jurisdiction  under  the  laws  of  which  such
                  Affected  Party  is  organized  or any  political  subdivision
                  thereof, and in the case of each Affected Party, taxes imposed
                  on or  measured  by its net income,  and  franchise  taxes and
                  branch profit taxes imposed on it, by the jurisdiction of such
                  Affected Party's  appropriate  Lending Office or any political
                  subdivision  thereof,  and (B) by a jurisdiction  in which any
                  payments  are to be made by any  Lessee  under  the  Operative
                  Documents,  other than the United  States of  America,  or any
                  political  subdivision  thereof,  and that would not have been
                  imposed but for the  existence  of a  connection  between such
                  Affected Party and the jurisdiction imposing such taxes (other
                  than a connection arising as a result of this Master Agreement
                  or the  transactions  contemplated by this Master  Agreement),
                  except in the case of taxes  described  in this clause (B), to
                  the extent  such taxes are  imposed as a result of a change in
                  the law or regulations of any  jurisdiction  or any applicable
                  treaty or regulations or in the official interpretation of any
                  such law,  treaty or regulations  by any government  authority
                  charged  with the  interpretation  or  administration  thereof
                  after the date of this  Master  Agreement).  If any such Taxes
                  are so levied or imposed,  the Lessees,  jointly and severally
                  agree  (A) to pay the  full  amount  of such  Taxes,  and such
                  additional  amounts  as may be  necessary  so that  every  net
                  payment of all amounts due hereunder and under the Notes,  the
                  Lease and other  Operative  Documents,  after  withholding  or
                  deduction  for or on  account  of any  such  Taxes  (including
                  additional sums payable under this Section  7.5(a)),  will not
                  be less than the full  amount  provided  for herein or therein
                  had no such  deduction or withholding  been  required,  (B) to
                  make such  withholding  or  deduction  and (C) to pay the full
                  amount  deducted to the relevant  authority in accordance with
                  applicable  law.  Dollar will furnish to the Agent,  within 30
                  days after the date the  payment of any Taxes is due  pursuant
                  to applicable law, certified copies of tax receipts evidencing
                  such payment by a Lessee. The Lessees,  jointly and severally,
                  will  indemnify  and hold  harmless  each  Affected  Party and
                  reimburse  each  Affected  Party upon written  request for the
                  amount of any such Taxes so levied or imposed and paid by such
                  Affected  Party  and  any  liability   (including   penalties,
                  interest  and  expenses)  arising  therefrom  or with  respect
                  thereto, whether or not such Taxes were correctly or illegally
                  asserted.  A  certificate  as to the amount of such payment by
                  such Affected Party,  absent  manifest error,  shall be final,
                  conclusive and binding for all purposes.

            (b)   Each  Liquidity  Bank that is organized  under the laws of any
                  jurisdiction  other than the  United  States of America or any
                  State thereof  (including the District of Columbia)  agrees to
                  furnish to Dollar and the Agent,  prior to the time it becomes
                  a Liquidity Bank under the Liquidity Agreement,  two copies of
                  either  U.S.  Internal  Revenue  Service  Form  4224  or  U.S.
                  Internal  Revenue  Service  Form 1001 or any  successor  forms
                  thereto  (wherein such  Liquidity  Bank claims  entitlement to
                  complete  exemption from U.S. Federal  withholding tax on Rent
                  paid by the  Lessees) and to provide to Dollar and the Agent a
                  new Form 4224 or Form 1001 or any  successor  forms thereto if
                  any  previously  delivered  form is found to be  incomplete or
                  incorrect in any Material  respect or upon the obsolescence of
                  any previously  delivered  form;  provided,  however,  that no
                  Liquidity  Bank shall be required to furnish a form under this
                  paragraph (b) after the date that it becomes a Liquidity  Bank
                  under the  Liquidity  Agreement if it is not entitled to claim
                  an exemption from withholding under applicable law.

            (c)   The Lessees, jointly and severally,  shall also reimburse each
                  Affected Party,  upon written  request,  for any Taxes imposed
                  (including,  without limitation,  Taxes imposed on the overall
                  net income of such Affected  Party or its  applicable  Lending
                  Office  pursuant to the laws of the  jurisdiction in which the
                  principal executive office or the applicable Lending Office of
                  the Affected  Party is located) as such  Affected  Party shall
                  determine are payable by Affected  Party in respect of amounts
                  paid by or on  behalf  of a  Lessee  to or on  behalf  of such
                  Affected Party pursuant to this Section 7.5.

            (d)   In  addition  to the  documents  to be  furnished  pursuant to
                  Section 7.5(b),  each Affected Party shall,  promptly upon the
                  reasonable  written request of Dollar to that effect,  deliver
                  to Dollar such other  accurate and  complete  forms or similar
                  documentation  as  such  Affected  Party  is  legally  able to
                  provide  and as may be  required  from  time  to  time  by any
                  applicable law, treaty, rule or regulation or any jurisdiction
                  in order to  establish  such  Affected  Party's tax status for
                  withholding  purposes or as may  otherwise be  appropriate  to
                  eliminate or minimize any Taxes on payments  under this Master
                  Agreement or the Notes.

            (e)   No Lessee  shall be required  to pay any  amounts  pursuant to
                  Section  7.5(a) to any  Liquidity  Bank for the account of any
                  Lending Office of such Liquidity Bank in respect of any United
                  States  withholding  taxes payable hereunder (and the Lessees,
                  if  required  by law to do so,  shall be  entitled to withhold
                  such  amounts  and pays  such  amounts  to the  United  States
                  Government) if the obligation to pay such  additional  amounts
                  would not have arisen but for a failure by such Liquidity Bank
                  to comply with its obligations under Section 7.5(b),  and such
                  Liquidity  Bank shall not be  entitled  to an  exemption  from
                  deduction or  withholding  of United Stated Federal income tax
                  in respect of the payment of such sum by the Lessees hereunder
                  for the account of such Lending  Office for, in each case, any
                  reason other than a change in United States law or regulations
                  by any governmental  authority charged with the interpretation
                  or administration  thereof (whether or not having the force of
                  law) after the date such  Liquidity  Bank  became a  Liquidity
                  Bank under the Liquidity Agreement.

            (f)   Within sixty (60) days of the written request of Dollar,  each
                  Affected  Party shall  execute and deliver such  certificates,
                  forms or other  documents,  which can be reasonably  furnished
                  consistent  with the facts and which are reasonably  necessary
                  to assist in applying for refunds of Taxes remitted hereunder.


         (b) Interest Rate Not  Ascertainable,  etc. In the event that the Agent
             shall have determined  (which  determination  shall be made in good
             faith and, absent manifest  error,  shall be final,  conclusive and
             binding  upon all  parties)  that on any date for  determining  the
             Adjusted  LIBO Rate for any Rent  Period,  by reason of any changes
             arising  after  the date of this  Master  Agreement  affecting  the
             London  interbank  market,  or the Agent's position in such market,
             adequate  and  fair  means  do  not  exist  for   ascertaining  the
             applicable   interest  rate  on  the  basis  provided  for  in  the
             definition of Adjusted LIBO Rate,  then, and in any such event, the
             Agent  shall  forthwith  give  notice (by  telephone  confirmed  in
             writing)   to  Dollar  and  to  the   Liquidity   Banks,   of  such
             determination  and a summary  of the basis for such  determination.
             Until the Agent notifies Dollar that the circumstances  giving rise
             to the suspension described herein no longer exist, the portions of
             the Fundings  funded under the Liquidity  Agreement,  if any, shall
             bear interest at the Base Rate.

         (c) Illegality.


            o     In the event that any  Liquidity  Bank  shall have  determined
                  (which  determination  shall be made in good faith and, absent
                  manifest  error,  shall be final,  conclusive and binding upon
                  all parties) at any time that the making or continuance of any
                  LIBOR  Advance  has  become  unlawful  by  compliance  by such
                  Liquidity  Bank  in  good  faith  with  any  applicable   law,
                  governmental rule, regulation,  guideline or order (whether or
                  not  having  the force of law and  whether  or not  failure to
                  comply therewith would be unlawful),  then, in any such event,
                  such  Liquidity  Bank shall give prompt  notice (by  telephone
                  confirmed  in  writing)  to  Dollar  and to the  Agent of such
                  determination   and  a   summary   of  the   basis   for  such
                  determination  (which notice the Agent shall promptly transmit
                  to the other Liquidity Banks).

            o     Upon  the  giving  of the  notice  to  Dollar  referred  to in
                  subsection  (i) above,  (x) that portion of the Funded Amounts
                  funded  under the  Liquidity  Agreement,  if any,  shall  bear
                  interest  at the  Base  Rate,  and (y) if the  affected  LIBOR
                  Advance or Advances are then outstanding,  such LIBOR Advances
                  shall  immediately,  or if subject to applicable law, no later
                  than the date  permitted by applicable  law, upon at least one
                  Business  Day's  written  notice to the Agent and the affected
                  Liquidity  Bank,  be  converted  into a Base Rate  Advance  or
                  Advances,  provided  that if more than one  Liquidity  Bank is
                  affected at any time,  then all affected  Liquidity Banks must
                  be treated the same pursuant to this Section 7.5(c)(ii).


         (d) Increased Costs.

                  If, by reason of (x) after the date hereof,  the  introduction
                  of or any change (including, without limitation, any change by
                  way of imposition or increase of reserve  requirements)  in or
                  in the  interpretation  of any law or  regulation,  or (y) the
                  compliance with any guideline or request from any central bank
                  or  other   governmental   authority   or   quasi-governmental
                  authority   exercising   control   over  banks  or   financial
                  institutions  generally  (whether  or not  having the force of
                  law):

            (a)   any Affected Party (or its applicable Lending Office) shall be
                  subject to any tax,  duty or other  charge with respect to its
                  Advances,  or its  obligation  to make such  Advances,  or its
                  obligations under any Program Support Agreement,  or the basis
                  of taxation of payments to any Affected Party of the principal
                  of or  interest  on its  Advances  or its  obligation  to make
                  Advances  or  its   obligations   under  any  Program  Support
                  Agreement,  shall have changed  (except for changes in the tax
                  on the  overall  net  income  of such  Affected  Party  or its
                  applicable Lending Office imposed by the jurisdiction in which
                  such Affected Party's principal executive office or applicable
                  Lending Office is located); or

            (b)   any reserve (including, without limitation, any imposed by the
                  Board of Governors  of the Federal  Reserve  System),  special
                  deposit or similar  requirement  against  assets of,  deposits
                  with or for  the  account  of,  or  credit  extended  by,  any
                  Affected Party's applicable Lending Office shall be imposed or
                  deemed  applicable  or  any  other  condition   affecting  its
                  Advances or its obligation to make Advances or its obligations
                  under any Program Support  Agreement,  shall be imposed on any
                  Affected Party or its applicable  Lending Office or the London
                  interbank  market;and  as a result  thereof there shall be any
                  increase  in the cost to such  Affected  Party of  agreeing to
                  make or making, funding or maintaining Advances (except to the
                  extent already included in the determination of the applicable
                  Adjusted  LIBO Rate for LIBOR  Advances) or its  obligation to
                  make Advances,  or its  obligations  under any Program Support
                  Agreement,  or  there  shall  be a  reduction  in  the  amount
                  received  or  receivable   by  such  Affected   Party  or  its
                  applicable  Lending  Office,  then the  Lessees,  jointly  and
                  severally,  shall from time to time,  upon written notice from
                  and demand by such  Affected  Party to Dollar  (with a copy of
                  such notice and demand to the Agent), pay to the Agent for the
                  account of such  Affected  Party within ten (10) Business Days
                  after the date of such notice and demand,  additional  amounts
                  sufficient  to  indemnify  such  Affected  Party  against such
                  increased cost or reduction. A certificate as to the amount of
                  such increased cost or reduction,  submitted to Dollar and the
                  Agent by such Affected Party in good faith and  accompanied by
                  a statement  prepared by such  Affected  Party  describing  in
                  reasonable  detail  the  basis  for  and  calculation  of such
                  increased  cost,  shall,  except for manifest  error, be final
                  conclusive and binding for all purposes.

            If any  Affected  Party  shall  advise  the Agent  that at any time,
            because of the  circumstances  described in Section 7.5(c)(i) or any
            other circumstances  beyond such Affected Party's reasonable control
            arising  after  the date of this  Master  Agreement  affecting  such
            Affected  Party or the  London  interbank  market  or such  Affected
            Party's  position  in  such  market,   the  Adjusted  LIBO  Rate  as
            determined by the Agent will not  adequately  and fairly reflect the
            cost to such Affected  Party of funding its LIBOR Advances then, and
            in any such event:

            (a)   the Agent shall forthwith give notice (by telephone  confirmed
                  in writing) to Dollar and to the other Liquidity Banks of such
                  advice; and

            (b)   that  portion of the Funded  Amounts  funded  pursuant  to the
                  Liquidity  Agreement,  if any,  shall be converted,  continued
                  and/or made as Base Rate Advances.

         (e) Lending Offices.

            o     Each Affected  Party agrees that,  if requested by Dollar,  it
                  will  use  reasonable   efforts  (subject  to  overall  policy
                  considerations   of  such  Affected  Party)  to  designate  an
                  alternate  Lending  Office  with  respect  to any of its LIBOR
                  Advances affected by the matters or circumstances described in
                  Section 7.5(a), (b), (c) or (d) to reduce the liability of the
                  Lessees or avoid the results provided  thereunder,  so long as
                  such designation is not disadvantageous to such Affected Party
                  as  reasonably   determined  by  such  Affected  Party,  which
                  determination  shall be conclusive  and binding on all parties
                  hereto.  Nothing  in  this  Section  7.5(e)  shall  affect  or
                  postpone any of the  obligations of any Lessee or any right of
                  any Lessee  provided  hereunder  or under the other  Operative
                  Documents.

            o     If any Affected Party that is organized  under the laws of any
                  jurisdiction  other than the  United  States of America or any
                  State thereof  (including  the District of Columbia)  issues a
                  public announcement with respect to the closing of its Lending
                  Offices in the United  States  such that any  withholdings  or
                  deductions and  additional  payments with respect to Taxes may
                  be  required  to be made by a Lessee  thereafter  pursuant  to
                  Section  7.5(a)(ii),  such Affected Party shall use reasonable
                  efforts  to  furnish   Dollar   notice   thereof  as  soon  as
                  practicable  thereafter;  provided,  however, that no delay or
                  failure to furnish such notice  shall in any event  release or
                  discharge  any Lessee from its  obligations  to such  Affected
                  Party  pursuant to Section  7.5(a) or otherwise  result in any
                  liability of such Affected Party.

         (f) Funding  Losses.   The  Lessees,   jointly  and  severally,   shall
             compensate each Affected Party,  upon its written request to Dollar
             (which  request  shall set forth  the  basis  for  requesting  such
             amounts in  reasonable  detail and which  request  shall be made in
             good faith and, absent manifest error,  shall be final,  conclusive
             and binding upon all of the parties hereto), for all actual losses,
             expenses  and  liabilities  (including,   without  limitation,  any
             interest paid by such Affected  Party to lenders of funds  borrowed
             by it to make or carry its Advances to the extent not  recovered by
             such Affected Party in connection  with the  re-employment  of such
             funds  but  excluding  loss of  anticipated  profits),  which  such
             Affected  Party may  sustain:  (i) if for any reason  (other than a
             default by such Affected  Party) a funding of any Advances does not
             occur on the date specified  therefor in a Funding Request (whether
             or not  withdrawn),  (ii)  if any  repayment  (including  mandatory
             prepayments  and any  conversions)  of any Advance occurs on a date
             which is not the last day of a Rent Period applicable  thereto,  or
             (iii), if, for any reason, any Lessee defaults in its obligation to
             pay Basic Rent when required by the terms of the Lease.

         (g) Assumptions  Concerning  Funding of LIBOR Advances.  Calculation of
             all  amounts  payable to an Affected  Party under this  Section 7.5
             shall be made as though that Affected Party had actually funded its
             relevant  LIBOR  Advances  through the  purchase of deposits in the
             relevant  market  bearing  interest at the rate  applicable to such
             LIBOR  Advances  in an  amount  equal to the  amount  of the  LIBOR
             Advances  and having a maturity  comparable  to the  relevant  Rent
             Period and through  the  transfer  of such LIBOR  Advances  from an
             offshore office of that Affected Party to a domestic office of that
             Affected Party in the United States of America;  provided,  however
             that each Affected Party may fund each of its LIBOR Advances in any
             manner it sees fit and the foregoing  assumption shall be used only
             for calculation of amounts payable under this Section 7.5.

         (h) Capital  Adequacy.  Without  limiting  any other  provision of this
             Master  Agreement,  in the event that any Affected Party shall have
             determined    that    any    law,    treaty,    governmental    (or
             quasi-governmental) rule, regulation,  guideline or order regarding
             capital  adequacy not currently in effect or fully applicable as of
             the  Initial  Closing  Date,  or  any  change  therein  or  in  the
             interpretation  or  application  thereof after the Initial  Closing
             Date,  or  compliance  by such  Affected  Party with any request or
             directive  regarding  capital  adequacy not  currently in effect or
             fully  applicable  as of the Initial  Closing Date  (whether or not
             having  the  force of law and  whether  or not  failure  to  comply
             therewith  would be unlawful)  from a central bank or  governmental
             authority  or body  having  jurisdiction,  does or  shall  have the
             effect of  reducing  the rate of return  on such  Affected  Party's
             capital as a consequence of its  obligations  hereunder,  under any
             other Operative  Document or under any Program Support Agreement to
             a level below that which such  Affected  Party could have  achieved
             but for such law, treaty, rule, regulation,  guideline or order, or
             such change or compliance  (taking into consideration such Affected
             Party's  policies  with  respect to capital  adequacy) by an amount
             deemed by such Affected Party to be Material,  then within ten (10)
             Business  Days after  written  notice  and demand by such  Affected
             Party (with copies thereof to the Agent), the Lessees,  jointly and
             severally,  shall  from  time to time  pay to such  Affected  Party
             additional amounts sufficient to compensate such Affected Party for
             such reduction (but, in the case of outstanding Base Rate Advances,
             without  duplication  of any  amounts  already  recovered  by  such
             Affected  Party by reason of an adjustment in the  applicable  Base
             Rate). Each certificate as to the amount payable under this Section
             7.5(h) (which  certificate shall set forth the basis for requesting
             such  amounts in  reasonable  detail),  submitted  to Dollar by any
             Affected Party in good faith,  shall,  absent  manifest  error,  be
             final, conclusive and binding for all purposes.

         (i) Limitation on Certain Payment Obligations.


            (a)   Each Affected  Party or the Agent shall make written demand on
                  Dollar for indemnification or compensation pursuant to Section
                  7.5(a)(ii)  no later than six months  after the earlier of (i)
                  on the date on which such  Affected  Party or the Agent  makes
                  payment  of any such  Taxes  and  (ii)  the date on which  the
                  relevant  taxing  authority  or other  governmental  authority
                  makes written demand upon such Affected Party or the Agent for
                  the payment of such Taxes.

            (b)   Each Affected  Party or the Agent shall make written demand on
                  Dollar for indemnification or compensation pursuant to Section
                  7.5(f) no later than six months after the event giving rise to
                  the claim for indemnification or compensation occurs.

            (c)   Each Affected  Party or the Agent shall make written demand on
                  Dollar for identification or compensation  pursuant to Section
                  7.5(d) or Section  7.5(h) no later than six months  after such
                  Affected Party or the Agent receives  actual notice or obtains
                  actual  knowledge of the  promulgation of a law, rule,  order,
                  interpretation or occurrence of another event giving rise to a
                  claim pursuant to such provisions.

            (d)   In the event that an Affected  Party or the Agent fail to give
                  Dollar notice within the time  limitations set forth above, no
                  Lessee shall have any  obligation  to pay amounts with respect
                  to such  claims  accrued  prior to six  months  preceding  any
                  written demand therefor.


SECTION 7.6  End of Term  Indemnity.

         In the event that at the end of the Lease Term:  (i) the Lessees  elect
the  option set forth in  Section  14.6 of the Lease,  and (ii) after the Lessor
receives the sales  proceeds  from the Leased  Properties  under Section 14.6 or
14.7  of the  Lease,  together  with  such  Lessees'  payment  of  the  Recourse
Deficiency  Amount, the Lessor shall not have received the entire Lease Balance,
then,  within 90 days after the end of the Lease  Term,  the Lessor or the Agent
may obtain,  at the Lessees' sole cost and expense,  a report from the Appraiser
(or,  if  the  Appraiser  is  not  available,   another   appraiser   reasonably
satisfactory  to the Lessor or the Agent,  as the case may be, and  approved  by
Dollar,  such  approval not to be  unreasonably  withheld) in form and substance
satisfactory  to the Lessor and the Agent (the "Report") to establish the reason
for any  decline  in  value of one or more  Leased  Properties  from the  Leased
Property  Balances  therefor.  The  related  Lessee or  Lessees  shall  promptly
reimburse the Lessor for the amount equal to such decline in value to the extent
that the Report indicates that such decline was due to

            (w) extraordinary  use, failure to maintain,  to repair, to restore,
            to rebuild or to  replace,  failure  to comply  with all  Applicable
            Laws,  failure to use good  workmanship,  method of  installation or
            removal or maintenance,  repair,  rebuilding or replacement,  or any
            other cause or condition  within the power of the related  Lessee to
            control or effect  resulting in the Building  failing to be a store,
            office  building or  warehouse,  as the case may be, of the type and
            quality  contemplated  by the  Appraisal  (excepting  in  each  case
            ordinary wear and tear), or

            (x) any  Alteration  made  to,  or any  rebuilding  of,  the  Leased
            Property or any part thereof by the related Lessee, or

            (y) any restoration or rebuilding  carried out by the related Lessee
            or any  condemnation of any portion of the Leased Property  pursuant
            to Article X of the Lease, or

            (z) any use of such  Leased  Property  or any  part  thereof  by the
            related  Lessee other than as permitted by the Lease,  or any act or
            omission  constituting  a  breach  of  any  requirement,  condition,
            restriction  or  limitation  set  forth in the  related  Deed or the
            related Purchase Agreement.


SECTION 8 MISCELLANEOUS

         SECTION 8.1 Survival of Agreements.

         The representations,  warranties, covenants, indemnities and agreements
of the  parties  provided  for in the  Operative  Documents,  and  the  parties'
obligations under any and all thereof,  shall survive the execution and delivery
and the  termination  or  expiration  of this  Master  Agreement  and any of the
Operative  Documents,  the transfer of any Land to the Lessor as provided herein
(and shall not be merged into any Deed),  any disposition of any interest of the
Lessor in any Leased  Property,  the  purchase  and sale of the  Notes,  payment
therefor  and any  disposition  thereof  and  shall be and  continue  in  effect
notwithstanding  any  investigation  made by any  party  hereto or to any of the
other Operative  Documents and the fact that any such party may waive compliance
with any of the other terms,  provisions  or  conditions of any of the Operative
Documents.

         SECTION 8.2 Notices.

         Unless otherwise  specified herein, all notices,  requests,  demands or
other communications to or upon the respective parties hereto shall be addressed
to such parties at the addresses  therefor as set forth in Schedule 8.2, or such
other address as any such party shall specify to the other parties  hereto,  and
shall be deemed to have been given (i) the  Business  Day after being  sent,  if
sent by overnight  courier service;  (ii) the Business Day received,  if sent by
messenger; (iii) the day sent, if sent by facsimile and confirmed electronically
or otherwise  during  business  hours of a Business Day (or on the next Business
Day if otherwise sent by facsimile and confirmed  electronically  or otherwise);
or (iv) three Business Days after being sent, if sent by registered or certified
mail, postage prepaid.

         SECTION 8.3  Counterparts.

         This Master Agreement may be executed by the parties hereto in separate
counterparts  (including  by  facsimile),  each of which  when so  executed  and
delivered  shall  be an  original,  but all  such  counterparts  shall  together
constitute but one and the same instrument.

         SECTION 8.4 Amendments.

         No Operative  Document nor any of the terms thereof may be  terminated,
amended,  supplemented,  waived or modified  with  respect to the Lessees or any
Funding Party, except (a) in the case of a termination,  amendment,  supplement,
waiver or modification to be binding on the Lessees,  with the written agreement
or  consent  of  Dollar,  and  (b)  in the  case  of a  termination,  amendment,
supplement,  waiver or modification to be binding on the Funding  Parties,  with
the written agreement or consent of the Administrator and the Required Liquidity
Banks;  provided,  however, that (w) notwithstanding the foregoing provisions of
this Section  8.4,  the consent of the  Administrator  and each  Liquidity  Bank
affected thereby shall be required for any amendment, modification or waiver:

            o     modifying  any of the  provisions  of  this  Section  8.4,  or
                  changing the definition of "Required Liquidity Bank";

            o     reducing any amount  payable to, or for the benefit of, Lender
                  or such  Liquidity  Banks  under the  Operative  Documents  or
                  extending the time for payment of any such amount; or

            o     consenting to any  assignment of the Lease or the extension of
                  the Lease Term,  releasing any of the  collateral  assigned to
                  the Agent pursuant to any Mortgage and any Assignment of Lease
                  and Rents (but  excluding  a release  of any  rights  that the
                  Agent may have in any Leased Property, or the proceeds thereof
                  as  contemplated   in  the  definition  of  "Release   Date"),
                  releasing  any Lessee from its  obligations  in respect of the
                  payments of Rent and the Lease Balance,  releasing Dollar from
                  its  obligations  under the  Guaranty  Agreement  or the other
                  Operative Documents or changing the absolute and unconditional
                  character of any such obligation;

            (x)   notwithstanding the foregoing  provisions of this Section 8.4,
                  the consent of each Funding  Party  affected  thereby shall be
                  required for any amendment, modification or waiver:

            (i)   amending,  modifying,  waiving  or  supplementing  any  of the
                  provisions  of  Section  3  of  the  Loan   Agreement  or  the
                  representations of such Funding Party in Section 4.2 or 4.3 or
                  the  covenants  of such  Funding  Party in  Section  6 of this
                  Master Agreement;

            (ii)  reducing any amount  payable to such  Funding  Party under the
                  Operative  Documents or extending  the time for payment of any
                  such amount,  including,  without  limitation,  any Rent,  any
                  Funded Amount,  any fees, any indemnity,  the Leased  Property
                  Balance,   the  Lease  Balance,  any  Funding  Party  Balance,
                  Recourse Deficiency Amount, interest or Yield; and

            (y)   no  such  termination,   amendment,   supplement,   waiver  or
                  modification  shall,  without the written agreement or consent
                  of the Lessor,  the Agent and the Required Liquidity Banks, be
                  made to the Lease or the Construction Agency Agreement; and

            (z)   subject to the foregoing  clauses (w), (x) and (y), so long as
                  no  Event of  Default  has  occurred  and is  continuing,  the
                  Lessor,  the Agent and the Lender  may not amend,  supplement,
                  waive or modify  any terms of the Loan  Agreement,  the Notes,
                  the Mortgages and the  Assignments  of Lease and Rents without
                  the consent of Dollar  (such  consent  not to be  unreasonably
                  withheld or delayed);  provided  that in no event may the Loan
                  Agreement or the Notes be amended so as to increase the amount
                  of Basic Rent  payable by any Lessee  without  the  consent of
                  Dollar.

         The Administrator shall promptly provide copies of each such amendment,
supplement, waiver and modification to the Rating Agencies.

         SECTION 8.5 Headings, etc.

         The Table of Contents and headings of the various Articles and Sections
of this Master  Agreement are for  convenience  of reference  only and shall not
modify, define, expand or limit any of the terms or provisions hereof.


         SECTION 8.6 Parties in Interest.

         Except as expressly  provided  herein,  none of the  provisions of this
Master  Agreement is intended  for the benefit of any Person  except the parties
hereto and their respective successors and permitted assigns.

         SECTION 8.7 GOVERNING LAW.

         THIS MASTER  AGREEMENT HAS BEEN DELIVERED IN, AND SHALL IN ALL RESPECTS
BE GOVERNED  BY, AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF
TENNESSEE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH
STATE, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

         SECTION 8.8  Expenses.

         Whether or not the  transactions  herein  contemplated are consummated,
each Lessee,  jointly and severally,  agrees to pay, as  Supplemental  Rent, all
actual,  reasonable  and  documented  out-of-pocket  costs and  expenses  of the
Lessor,  the Agent,  the  Administrator  and the Lender in  connection  with the
preparation, execution and delivery of the Operative Documents and the documents
and  instruments  referred  to  therein  and any  amendment,  waiver or  consent
relating  thereto  (including,  without  limitation,  the  reasonable  fees  and
disbursements  of  Mayer,  Brown  &  Platt,  but  not  including  any  fees  and
disbursements for any other outside counsel representing any Liquidity Bank) and
of the Lessor,  the Agent, the Lender, the Administrator and the Liquidity Banks
in connection with the enforcement of the Operative  Documents and the documents
and  instruments  referred  to  therein  (including,   without  limitation,  the
reasonable fees actually  incurred and  disbursements of counsel for the Lessor,
the  Agent,  the  Lender,  the  Administrator  and  the  Liquidity  Banks).  All
references  in the  Operative  Documents  to  "attorneys'  fees" or  "reasonable
attorneys fees" shall mean reasonable attorneys' fees actually incurred, without
regard to any statutory definition thereof.

         SECTION  8.9 Severability.

         Any  provision  of  this  Master   Agreement   that  is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

         SECTION  8.10 Liabilities of the Funding Parties.

         No Funding  Party shall have any  obligation to any other Funding Party
or to any Lessee with respect to the transactions  contemplated by the Operative
Documents except those  obligations of such Funding Party expressly set forth in
the Operative  Documents or except as set forth in the instruments  delivered in
connection  therewith,  and no Funding Party shall be liable for  performance by
any other party hereto of such other  party's  obligations  under the  Operative
Documents  except as otherwise so set forth.  Each of the parties  hereto hereby
agrees that it will not institute  against  Lender,  or join any other Person in
instituting  against  Lender,  any  insolvency,  bankruptcy,  reorganization  or
similar  proceeding so long as there shall not have elapsed one year and one day
since  the  last  day on  which  any  Commercial  Paper  shall  be  outstanding.
Notwithstanding  any  other  provision  of this  Master  Agreement  or any other
Operative Document,  all obligations and liabilities of the Lender hereunder and
under the other  Operative  Documents  shall be limited  recourse to the Lender,
such recourse  being limited to funds  available  therefor  after payment of all
obligations  on  Commercial  Paper  pursuant  to the  Lender's  Program  Support
Agreements.  Any amount which the Lender does not pay pursuant to the  operation
of the preceding  sentence shall not constitute a claim (as defined in ss.101 of
the  Bankruptcy  Code) against the Lender,  unless and until such payment may be
made in accordance with the preceding  sentence.  The provisions of this Section
8.10 shall survive the termination of this Master Agreement and the Lease.

         SECTION 8.11  Submission to  Jurisdiction;  Waivers.

         Each party hereto hereby irrevocably and unconditionally:

            o     submits  for itself and its  property  in any legal  action or
                  proceeding  relating  to this  Master  Agreement  or any other
                  Operative Document,  or for recognition and enforcement of any
                  judgment  in respect  thereof,  to the  non-exclusive  general
                  jurisdiction  of the Courts of the State of Tennessee  sitting
                  in Davidson County, the courts of the United States of America
                  for the Middle  District of Tennessee,  and  appellate  courts
                  from any thereof;

            o     consents that any such action or proceedings may be brought to
                  such  courts,  and  waives  any  objection  that it may now or
                  hereafter  have to the venue of any such action or  proceeding
                  in any court or that such action or proceeding  was brought in
                  an  inconvenient  court and  agrees  not to plead or claim the
                  same;

            o     agrees  that   service  of  process  in  any  such  action  or
                  proceeding  may be  effected  by  mailing  a copy  thereof  by
                  registered  or certified  mail (or any  substantially  similar
                  form of mail),  postage prepaid,  to such party at its address
                  set forth in  Schedule  8.2 or at such other  address of which
                  the other parties hereto shall have been notified  pursuant to
                  Section 8.2; and

            o     agrees that  nothing  herein  shall affect the right to effect
                  service of process in any other manner permitted by law.

            SECTION 8.12 Liabilities of the Agent.


         The Agent shall have no duty,  liability or  obligation to any party to
this Master  Agreement  with  respect to the  transactions  contemplated  hereby
except those  duties,  liabilities  or  obligations  expressly set forth in this
Master Agreement,  the Loan Agreement or the Liquidity  Agreement,  and any such
duty,  liability or  obligations  of the Agent shall be as expressly  limited by
this Master  Agreement,  the Loan Agreement or the Liquidity  Agreement,  as the
case may be. All parties to this Master Agreement  acknowledge that the Agent is
not, and will not be, performing any due diligence with respect to documents and
information  received  pursuant to this Master  Agreement or any other Operative
Agreement including,  without limitation,  any Environmental Audit, Title Policy
or survey. The acceptance by the Agent of any such document or information shall
not constitute a waiver by any Funding Party of any  representation  or warranty
of any Lessee or Guarantor even if such document or  information  indicates that
any such  representation  or  warranty is untrue.  None of First Union  National
Bank, in its capacity as Syndication  Agent,  Bank of America National Trust and
Savings Association,  in its capacity as Documentation Agent, The First National
Bank of Chicago,  in its capacity as Co-Agent,  or Wachovia  Bank,  N.A., in its
capacity as Co-Agent,  shall have any  obligations or duties under the Operative
Documents,  provided  that the  foregoing  shall not affect  such  institutions'
obligations as Liquidity Banks.


<PAGE>


                                     MASTER
                                    AGREEMENT

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

                        DOLLAR GENERAL CORPORATION, as a Lessee and as Guarantor


                                      By:
                                      Name Printed:
                                      Title:



<PAGE>


                                      ATLANTIC FINANCIAL GROUP, LTD., as Lessor

                                      By: Atlantic Financial Managers, Inc., its
                                      General Partner



                                       By:
                                       Name Printed: Stephen Brookshire
                                       Title: President




<PAGE>

                                       SUNTRUST BANK, NASHVILLE, N.A., as Agent,
                                            Liquidity Agent and a Liquidity Bank



                                       By:
                                       Name Printed:
                                       Title:



                                       By:
                                       Name Printed:
                                       Title:

<PAGE>


                                       THREE PILLARS FUNDING CORPORATION,
                                       as Lender


                                       By:
                                       Name Printed:
                                       Title:


                                       FIRST UNION NATIONAL BANK, as
                                       Syndication Agent and as a Liquidity Bank



                                       By:
                                       Name Printed:
                                       Title:


                                       BANK OF AMERICA NATIONAL TRUST
                                       AND SAVINGS ASSOCIATION, as
                                       Documentation Agent and as a Liquidity
                                       Bank:


                                       By:
                                       Name Printed:
                                       Title:



                                       THE FIRST NATIONAL BANK OF CHICAGO,  as a
                                       Co-Agent and as a Liquidity Bank



                                       By:
                                       Name Printed:
                                       Title:


<PAGE>
                                       WACHOVIA BANK,  N.A., as a Co-Agent and a
                                       Liquidity Bank


                                       By:
                                       Name Printed:
                                       Title:


                                       BARCLAYS BANK, PLC, as a Liquidity Bank


                                       By:
                                       Name Printed:
                                       Title:


                                       PNC BANK, N.A., as a Liquidity Bank


                                       By:
                                       Name Printed:
                                       Title:


                                       FIRSTAR CORPORATION, as a Liquidity Bank


                                       By:
                                       Name Printed:
                                       Title:

<PAGE>


                                       SUNTRUST EQUITABLE  SECURITIES
                                       CORPORATION, as Administrator


                                       By:
                                       Name Printed:
                                       Title:

<PAGE>


                                  SCHEDULE 2.2



                    AMOUNT OF EACH FUNDING PARTY'S COMMITMENT



Lessor Commitment Percentage:    3.5%

Lessor Commitment:   $7,000,000

Lender Commitment Percentage:   96.5%

Lender Commitment:  $193,000,000





<PAGE>

                                  SCHEDULE 8.2


                              ADDRESSES FOR NOTICES


Lessee:                             Dollar General Corporation
                                    427 Beech Street
                                    Scottsville,  Kentucky 42164
                                    Attn: Larry Wilcher
                                    Fax No.: 502/237-3909

                                    Dollar General Corporation
                                    104 Woodmont Boulevard
                                    Suite 500
                                    Nashville, Tennessee 37205
                                    Attn: Chief Financial Officer
                                    Fax No.:  615/386-9936

Administrator:             SunTrust Equitable Securities Corporation
                                    303 Peachtree Street
                                    Suite 2400
                                    MC 3943
                                    Atlanta, Georgia  30308
                                    Attn:   Robert Kennedy
                                    Fax No.:  404/827-6514

Lessor:                    Atlantic Financial Group, Ltd.
                                    c/o Grogan & Brawner
                                    2311 Cedar Springs, Suite 150
                                    Dallas, Texas 75201
                                    Attn:   Stephen Brookshire
                                    Fax No.:  214/871-9237

Lender and Agent:          SunTrust Bank, Nashville, N.A.
                                    201 4th Avenue North
                                    Third Floor
                                    Nashville, Tennessee 37219
                                    Attn:   Scott Corley
                                    Fax No.:  615/748-5269

Liquidity Banks:           First Union National Bank
                                    c/o First Union Capital Markets Corporation
                                    301 South College Street
                                    10th Floor
                                    Charlotte, North Carolina 28288-0745
                                    Attn:   Michael T. Grady
                                    Fax No.:  704/383-7236
<PAGE>


                                    Bank of America
                                    Bank of America Corporate Center
                                    NC1007-16-11
                                    100 North Tryon Street
                                    Charlotte, North Carolina 28255
                                    Attn:   Brad Jones
                                    Fax No.:  704/388-8268

                                    Wachovia Bank
                                    191 Peachtree Street
                                    29th Floor
                                    Atlanta, Georgia 30303
                                    Attn:   Ken Washington
                                    Fax No.:  404/332-5016

                                    The First National Bank of Chicago
                                    Mail Suite 0086
                                    One First National Plaza
                                    Chicago, Illinois 60670
                                    Attn:   John Runger
                                    Fax No.:  312/732-1117

                                    PNC Bank
                                    500 West Jefferson Street
                                    Louisville, Kentucky 40202
                                    Attn:   Paula Fryland
                                    Fax No.:  502/581-2780

                                    Barclays Bank
                                    Miami Agency
                                    Domestic Banking Group
                                    801 Brickell Avenue
                                    10th Floor
                                    Miami, Florida 33131
                                    Attn:   Carlos Mier
                                    Fax No.:  305/371-8028
                                    Firstar Bank
                                    425 Walnut Street
                                    ML 8160
                                    Cincinnati, Ohio 45201
                                    Attn:   Richard W. Meltner
                                    Fax No.:  513/632-2068