TERMINATION AGREEMENT


                  This TERMINATION  AGREEMENT (this  "Agreement") is executed as
of December 28, 1995, by FRANCHISE  FINANCE  CORPORATION OF AMERICA,  a Delaware
corporation ("FFCA"), its wholly-owned subsidiary FFCA ACQUISITION  CORPORATION,
a Delaware corporation ("SPC") and NOMURA ASSET CAPITAL CORPORATION,  a Delaware
corporation ("NACC"; and together with FFCA and SPC, the "Parties").

                  Reference is made to that certain  Revolving  Acquisition Loan
Agreement  dated as of July 22,  1994 (as  amended,  supplemented  or  otherwise
modified to date,  the  "Existing  Loan  Agreement"),  by and between  FFCA,  as
Borrower, and NACC, as Lender. Capitalized terms used but not defined herein are
used as defined in the Existing Loan Agreement.

                  FFCA,  SPC and NACC now desire to terminate  the Existing Loan
Agreement and,  pursuant to this  Agreement,  the Parties  covenant and agree as
follows:

                  1.       Promptly  following  the  repayment  in  full  of its
                           outstanding   obligations  under  the  Existing  Loan
                           Agreement by FFCA to NACC,  in the amount  separately
                           agreed  upon in writing  ("Full  Payoff"),  NACC will
                           deliver,  and FFCA and SPC will  acknowledge  receipt
                           of,  the  closing  documents  listed  on  Schedule  A
                           hereto.

                  2.       Upon Full Payoff,  the Existing  Loan  Agreement  and
                           each of the Loan  Documents  shall be terminated  and
                           the  Parties   shall  have  no  further   obligations
                           thereunder;  provided,  however, that the obligations
                           referenced  in  Section  11.7  of the  Existing  Loan
                           Agreement shall survive as provided therein.

<PAGE>


                  IN WITNESS WHEREOF, the undersigned has executed and delivered
this Termination Agreement as of the day and year first written above.

                              FRANCHISE FINANCE CORPORATION OF
                              AMERICA, a Delaware Corporation


                              By    /s/  Morton H. Fleischer
                                   --------------------------
                                 Name:   Morton H. Fleischer
                                        ---------------------
                                 Title:  President
                                        ---------------------

                              FFCA ACQUISITION CORPORATION, a
                              Delaware Corporation


                              By    /s/  Morton H. Fleischer
                                   --------------------------
                                 Name:   Morton H. Fleischer
                                       ----------------------
                                 Title:  President
                                        ---------------------

                              NOMURA ASSET CAPITAL CORPORATION, 
                                   a Delaware Corporation

                              By    /s/  Joseph Penner
                                   --------------------------
                                 Name:   Joseph Penner
                                       ----------------------
                                 Title:  Vice President
                                        ---------------------