AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS  AMENDED AND RESTATED  EMPLOYMENT  AGREEMENT is dated as of January 1,
2000,  by and between  Franchise  Finance  Corporation  of  America,  a Delaware
corporation (the "Company") and Christopher H. Volk ("Executive").

                                    RECITALS

     In order to induce  Executive  to serve as  President  and Chief  Operating
Officer  of  the  Company,   the  Company  desires  to  provide  Executive  with
compensation  and other  benefits on the terms and  conditions set forth in this
Agreement.

     Executive is willing to accept such employment and perform services for the
Company, on the terms and conditions hereinafter set forth.

     It is therefore hereby agreed by and between the parties as follows:

     1. DEFINED  TERMS.  The following  terms shall have the following  meanings
unless otherwise specifically defined in this Agreement:

     "ACTUAL  BONUS"  means the highest  annual cash bonus  payable to Executive
with respect to any of the three years  immediately  preceding  the  Termination
Year.

     "AGREEMENT" means this Amended and Restated  Employment  Agreement dated as
of January 1, 2000 between the Company and Executive.

     "ANNUAL  CASH BONUS"  means the cash  compensation  payable to Executive as
calculated and paid in a manner substantially  similar to the methods and timing
used to calculate and pay  Executive's  bonus for calendar year 1999;  PROVIDED,
HOWEVER,  that  during the term of this  Agreement,  neither the Company nor the
Compensation  Committee  shall  change such methods and timing in a manner which
will be less favorable to Executive.

     "BASE  SALARY"  means the annual base salary of  Executive  as set forth in
Section 4(a).

     "BOARD" means the board of directors of the Company.

     "CAUSE" means:

               (a) the willful and  continued  failure of Executive to perform a
          substantial  portion of his duties  with the  Company  (other than any
          such  failure  resulting  from  incapacity  due to  physical or mental
          illness),  after a  written  demand  for  substantial  performance  is
          delivered to Executive by the Board, which specifically identifies the
          manner  in  which  the  Board   believes   that   Executive   has  not
          substantially performed his duties;
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               (b)  the  willful  engaging  by  Executive  in  gross  misconduct
          (including, without limitation, fraud or embezzlement); or

               (c) the conviction of, or plea of guilty or NOLO CONTENDERE to, a
          felony.

     "CHANGE IN CONTROL" means:

               (a) any "Person" as defined in Section  3(a)(9) of the Securities
          and Exchange Act of 1934, as amended (the "Exchange Act"), and as used
          in Section 13(d) and 14(d) thereof,  including a "group" as defined in
          Section  13(d) of the Exchange Act but  excluding  the Company and any
          subsidiary  and any employee  benefit plan  sponsored or maintained by
          the  Company or any  subsidiary  (including  any  trustee of such plan
          acting as trustee),  directly or indirectly,  becomes the  "beneficial
          owner"  (as  defined  in  Rule  13d-3  under  the  Exchange  Act),  of
          securities  of the Company  representing  25% or more of the  combined
          voting power of the Company's then outstanding  securities (other than
          indirectly as a result of the Company's redemption of its securities);
          PROVIDED, HOWEVER, that, in the event that any such person becomes the
          beneficial  owner  of 25% or  more,  but  not  exceeding  50%,  of the
          combined voting power of the Company's then outstanding securities, no
          Change of  Control  shall be deemed to occur so long as the  Incumbent
          Directors (as defined below)  continue to constitute a majority of the
          Board in accordance with the terms of paragraph (c) below; or

               (b) the consummation of any merger or other business  combination
          of the  Company,  sale of all or  substantially  all of the  Company's
          assets  (other  than with  respect to sales of assets in the  ordinary
          course of business,  securitization  and whole loan sales  provided by
          the   Company's   interim  and  permanent   financing   arrangements),
          liquidation  or  dissolution  of the  Company  or  combination  of the
          foregoing  transactions (the "Transactions")  other than a Transaction
          immediately  following  which the  shareholders of the Company and any
          trustee or fiduciary of any Company  employee benefit plan immediately
          prior  to the  Transaction  own at  least  51%  of the  voting  power,
          directly or indirectly,  of (A) the surviving  corporation in any such
          merger  or  other  business  combination;  (B)  the  purchaser  of  or
          successor to the Company's assets (other than with respect to sales of
          assets in the ordinary  course of business,  securitization  and whole
          loan sales provided by the Company's  interim and permanent  financing
          arrangements); (C) both the surviving corporation and the purchaser in
          the  event  of any  combination  of  Transactions;  or (D) the  parent
          company owning 100% of such surviving  corporation,  purchaser or both
          the surviving corporation and the purchaser, as the case may be; or

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<PAGE>
               (c) within any  twenty-four-month  period,  the  persons who were
          directors  immediately  before  the  beginning  of  such  period  (the
          "Incumbent  Directors")  shall cease (for any reason other than death)
          to  constitute  at  least a  majority  of the  Board  or the  board of
          directors  of a  successor  to the  Company.  For  this  purpose,  any
          director who was not a director at the  beginning of such period shall
          be deemed to be an Incumbent  Director if such director was elected to
          the Board by, or on the  recommendation of or with the approval of, at
          least  two-thirds  of the  directors  who then  qualified as Incumbent
          Directors  (so long as such director was not nominated by a person who
          commenced  or  threatened  to commence  an  election  contest or proxy
          solicitation  by or on behalf of a Person other than the Board) or who
          has  entered  into an  agreement  to  effect a Change  in  Control  or
          expressed an intention to cause such Change in Control.

     "CODE"  means  the  Internal  Revenue  Code of 1986,  as  amended,  and the
provisions of any successor law.

     "COMPANY"  means  Franchise  Finance  Corporation  of  America,  a Delaware
corporation.

     "COMPENSATION COMMITTEE" means the compensation committee of the Board.

     "EFFECTIVE DATE" means January 1, 2000.

     "EXECUTIVE" means Christopher H. Volk.

     "EXPENSE  PAYMENT"  means payments made to Executive for expenses which are
permitted under this Agreement and have been incurred but not yet reimbursed.

     "GOOD REASON" means any of the following without  Executive's express prior
written consent:

          (a) any material  diminution or adverse change in Executive's  duties,
     titles or responsibilities with the Company (or any affiliate thereof) from
     those in effect immediately prior to any such diminution or adverse change;
     PROVIDED,  HOWEVER,  that no such  diminution  or adverse  change  shall be
     deemed to exist  solely as a  consequence  of the  Company  ceasing to be a
     Company  with   publicly-traded   securities  or  becoming  a  wholly-owned
     subsidiary of another company;

          (b) if after a Change in Control there is any reduction in Executive's
     aggregate  annual cash  compensation  (which shall  include Base Salary and
     Actual Bonus) in Executive's  aggregate annual cash  compensation in effect
     immediately prior to such reduction;

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<PAGE>
          (c) any requirement that Executive be based at a location more than 35
     miles from the Company's headquarters, located in Scottsdale, Arizona (or a
     substantial  increase in the amount of travel that Executive is required to
     do because of a relocation of the Company's  headquarters  from Scottsdale,
     Arizona);

          (d) any  failure by the Company to obtain  from any  successor  to the
     Company an  agreement  reasonably  satisfactory  to Executive to assume and
     perform this Agreement, as contemplated by Section 13 hereof; or

          (e) during  the  thirty-day  period  immediately  following  the first
     anniversary   of  the  Change  in  Control  there  is  a   Thirteenth-Month
     Termination by Executive.

     "PERMANENT   DISABILITY"  means  the  total  and  permanent  disability  of
Executive  as  defined  in  the  Company's  long-term  disability  benefit  plan
applicable to senior executive officers in effect on the Effective Date.

     "RETIREMENT" means Executive's voluntary termination of employment pursuant
to late,  normal or early  retirement  under a pension plan (which may include a
defined benefit plan or a defined  contribution  plan) sponsored by the Company,
as  defined  in such  plan,  but  only  if such  retirement  occurs  prior  to a
termination by the Company for Cause or by Executive for Good Reason.

     "TERMINATION  DATE" means the date this Agreement is terminated,  except to
the extent the  provisions  of Section  16 are  applicable,  which  shall be the
earlier  of  December  31,  2002  or the  date  of  termination  of  Executive's
employment pursuant to this Agreement.

     "TERMINATION  YEAR"  means  the year in which  Executive's  termination  of
employment occurs.

     "THIRTEENTH-MONTH   TERMINATION"   means  the  voluntary   termination   of
employment by Executive for any reason or no reason at all.

     "VACATION PAYMENT" means payments made to Executive with respect to accrued
but unused vacation days.

     2. EMPLOYMENT.

          (a) Subject to the terms and conditions of this Agreement, the Company
     agrees to employ  Executive  during the term  hereof as its  President  and
     Chief Operating  Officer or as an officer of the Company having the same or
     a more senior  title and greater  responsibilities.  In his capacity as the
     President  and Chief  Operating  Officer of the  Company,  Executive  shall

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<PAGE>
     report to the Board and shall have the customary  powers,  responsibilities
     and authorities of a President and Chief Operating Officer for corporations
     of the size and  character of the Company,  as it exists from time to time,
     and as are assigned by the Board.

          (b) Subject to the terms and conditions of this  Agreement,  Executive
     hereby  accepts  employment  with the Company  commencing  on the Effective
     Date,  and agrees to devote his full working time and efforts,  to the best
     of his ability,  experience  and talent,  to the  performance  of services,
     duties  and  responsibilities  in  connection  therewith.  Executive  shall
     perform  such  duties  and  exercise  such  powers,  commensurate  with his
     position,  as the Board  shall  from time to time  delegate  to him on such
     terms  and  conditions  and  subject  to such  restrictions  the  Board may
     reasonably  from time to time impose.  Executive  also agrees to serve,  if
     elected, as a member of the Board.

          (c) Nothing in this Agreement shall preclude Executive,  so long as in
     the reasonable  determination of the Board such activities do not interfere
     with his duties and responsibilities hereunder, from engaging in charitable
     and community affairs,  from managing any passive investment made by him in
     publicly traded equity securities or other property  (provided that no such
     investment  may exceed 5% of the equity of any  entity) or,  without  prior
     notice to the Board and  subject to Section 15 and  Section  16(b)  hereof,
     from  serving  as a member of boards of  directors  or as a trustee  of any
     other corporation, association or entity.

     3. EFFECTIVE DATE; TERM OF EMPLOYMENT. This Agreement shall be effective as
the Effective Date.  Executive's  term of employment  under this Agreement shall
commence on the Effective  Date hereof and,  subject to the terms hereof,  shall
terminate on the Termination Date;  provided,  however,  that any termination of
Employment  by  Executive  for Good  Reason or pursuant to the Change in Control
provisions  of Section 8 may only be made on 30 days' prior  written  notice and
any other termination of employment by Executive other than for death, Permanent
Disability or Good Reason may only be made upon 90 days' prior written notice to
the Company.

     4. COMPENSATION.

          (a) SALARY.  The Company shall pay  Executive  during the term of this
     Agreement  the Base  Salary,  as  calculated  pursuant  to this  Section 4,
     payable in cash not less  frequently  than  bimonthly.  As of the Effective
     Date,  the Base Salary  shall be  $350,000.  As of January 1 of each annual
     anniversary  of the Effective  Date,  the Base Salary of Executive  will be
     increased from Executive's  Base Salary for the preceding  calendar year by
     the  greater  of (i) five  percent,  (ii)  the  average  percentage  salary
     increase  awarded  to all  employees  of the  Company  who are  not  senior
     executive  officers  of the  Company or (iii) an amount  determined  by the
     Compensation Committee.

          (b) ANNUAL CASH BONUS. In addition to Base  Compensation,  the Company
     will  pay  to  Executive  on or  prior  to  January  30 of  each  year  for
     performance in the preceding calendar year the Annual Cash Bonus.

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<PAGE>
          (c)  COMPENSATION  PLANS AND PROGRAMS.  Executive shall be eligible to
     participate in any compensation  plan or program  maintained by the Company
     from time to time, which compensation plans and programs are intended to be
     comparable to those  currently  maintained  by the Company,  in which other
     senior executives of the Company  participate on terms that are intended to
     be comparable to those applicable to such other senior executives.

          (d) STOCK  OPTIONS AND  RESTRICTED  STOCK AWARDS.  Executive  shall be
     eligible to receive grants of stock options and restricted  stock awards as
     determined in the discretion of the Compensation  Committee under any stock
     option plan or incentive plan of the Company or any affiliate.

     5. EMPLOYEE BENEFITS.

          (a) EMPLOYEE BENEFIT PROGRAMS,  PLANS AND PRACTICES. The Company shall
     provide Executive during the term of his employment hereunder with coverage
     under  all  employee  pension  and  welfare  benefit  programs,  plans  and
     practices (commensurate with his positions in the Company from time to time
     and to the extent  permitted under any employee benefit plan) in accordance
     with the terms  thereof,  which the Company  makes  available to its senior
     executives and which employee pension and welfare benefit  programs,  plans
     and  practices  that are  intended  to be  comparable  to  those  currently
     maintained by the Company;  provided,  however,  such  programs,  plans and
     practices  will be no less favorable than those in existence as of the date
     of execution of this Agreement.

          (b) VACATION AND FRINGE  BENEFITS.  Executive  shall be entitled to no
     less than the number of business  days paid  vacation in each calendar year
     to which  Executive  is entitled  immediately  prior to  execution  of this
     Agreement,  which  shall  be taken at such  times  as are  consistent  with
     Executive's  responsibilities  hereunder.  In addition,  Executive shall be
     entitled  to the  perquisites  and other  fringe  benefits  currently  made
     available  to  senior  executives  of the  Company,  commensurate  with his
     position with the Company.

     6.  EXPENSES.  Executive  is  authorized  to incur  reasonable  expenses in
carrying out his duties and  responsibilities  under this Agreement,  including,
without limitation, expenses for travel and similar items related to such duties
and responsibilities. The Company will reimburse Executive for all such expenses
upon  presentation by Executive from time to time of appropriately  itemized and
approved (consistent with the Company's policy) accounts of such expenditures.

     7. TERMINATION OF EMPLOYMENT.

          (a)  TERMINATION  BY COMPANY  OTHER THAN FOR CAUSE OR BY EXECUTIVE FOR
     GOOD REASON.  (i) The Company may terminate  Executive's  employment at any
     time for any reason. If Executive's employment is terminated by the Company
     other than for Cause) or if Executive  terminates  his  employment for Good
     Reason  prior  to  the  Termination  Date,  Executive  shall  receive  such
     payments,  if any, under  applicable  plans or programs,  including but not

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<PAGE>
     limited  to  those  referred  to in  Section  4(c)  hereof,  to which he is
     entitled  pursuant  to the terms of such plans or  programs.  In  addition,
     Executive shall be entitled to receive the following:

               (A) A cash lump sum  payment  equal to the sum of three times (1)
          Executive's  Base  Salary  at  the  annual  rate  as of  the  date  of
          termination  and  (2) the  Actual  Bonus,  except  with  respect  to a
          Thirteenth-Month  Termination  which  shall  be  paid as  provided  in
          Section 8(c) hereof; and

               (B) a cash lump sum  payment  with  respect  to (1) the  Vacation
          Payment and (2) the Expense Payment which shall be paid by the Company
          to  Executive  within 30 days  after the  termination  of  Executive's
          employment  by check  payable  to the  order of  Executive  or by wire
          transfer to an account specified by Executive;

               (C) Executive shall also be entitled to the following benefits:

                    (i) continued  medical,  dental,  vision, and life insurance
               coverage (excluding  accident,  death, and disability  insurance)
               and any fringe benefit or perquisites in effect immediately prior
               to the date of termination for Executive and Executive's eligible
               dependents  or, to the extent such benefits are not  commercially
               available,  such  other  arrangements  reasonably  acceptable  to
               Executive,  on the same  basis as in effect  prior to the date of
               termination,  whichever is deemed to provide for more substantial
               benefits, for a period ending December 31, 2002;

                    (ii)  immediate  100%  vesting  of  all  outstanding   stock
               options,  stock appreciation  rights and restricted stock granted
               or issued by the Company to the extent not previously vested;

                    (iii) all other  accrued or vested  benefits  in  accordance
               with the terms of the  applicable  plan,  which  vested  benefits
               shall include Executive's  otherwise unvested account balances in
               the Company's  401(k) plan,  which shall be vested as of the date
               of termination; and

                    (iv) if so requested  by  Executive,  outplacement  services
               shall  be  provided  by  a  professional   outplacement  provider
               selected by Executive;  PROVIDED, HOWEVER, that such outplacement
               services  shall be provided to Executive at a cost to the Company
               of not more than fifteen (15)  percent of such  Executive's  Base
               Salary.

          (b)   CURE   PERIOD   OF   COMPANY   FOR  GOOD   REASON   TERMINATION.
     Notwithstanding  the foregoing,  in the event that  Executive  provides the
     Company with a notice of  termination  stating  Good Reason,  except in the

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     event of a  Thirteenth-Month  Termination,  the Company  shall have 30 days
     thereafter in which to cure or resolve the behavior otherwise  constituting
     Good Reason.  Any good faith  determination  by Executive  that Good Reason
     exists shall be presumed correct and shall be binding upon the Company.

          (c) PERMANENT  DISABILITY  OF EXECUTIVE.  If Executive has a Permanent
     Disability,  the Company or Executive may terminate Executive's  employment
     on  written  notice  thereof,  and  Executive  shall  receive  or  commence
     receiving, as soon as practicable:

               (i)  amounts  payable  pursuant  to  the  terms  of a  disability
          insurance policy or similar  arrangement  which the Company  maintains
          during the term hereof;

               (ii) the Actual Bonus,  prorated by a fraction,  the numerator of
          which is the number of days of the fiscal year until  termination  and
          the denominator of which is 365;

               (iii) the Vacation Payment and the Expense Payment; and

               (iv) such payments under applicable plans or programs,  including
          but not limited to those referred to in Section 4(c) hereof,  to which
          he is entitled pursuant to the terms of such plans or programs.

          (d) DEATH.  In the event of  Executive's  death during the term of his
     employment hereunder,  Executive's estate or designated beneficiaries shall
     receive or commence receiving, as soon as practicable:

               (i) the Actual  Bonus,  the  numerator  of which is the number of
          days of the fiscal year until his death and the  denominator  of which
          is 365;

               (ii) any  death  benefits  provided  under the  employee  benefit
          programs,  plans and practices  referred to in Section 5(a) hereof, in
          accordance with their terms;

               (iii) the Vacation Payment and the Expense Payment; and

               (iv) such payments under applicable plans or programs,  including
          but not limited to those referred to in Section 4(c) hereof,  to which
          Executive's  estate or designated  beneficiaries are entitled pursuant
          to the terms of such plans or programs.

          (e) TERMINATION BY THE COMPANY FOR CAUSE OR BY EXECUTIVE  WITHOUT GOOD
     REASON

               (i) The Company shall have the right to terminate the  employment
          of Executive for Cause.  In the event that  Executive's  employment is
          terminated  by the Company for Cause,  or by Executive  other than for

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          Good Reason,  Executive shall only be entitled to receive the Vacation
          Payment  and the Expense  Payment.  Executive  shall not be  entitled,
          among other things, to the payment of any Annual Cash Bonus in respect
          of all or any  portion  of the fiscal  year in which such  termination
          occurs.  After the  termination of Executive's  employment  under this
          Section 7(e),  the  obligations of the Company under this Agreement to
          make any further payments or provide any benefits  specified herein to
          Executive shall thereupon cease and terminate.

               (ii) Termination of Executive for Cause shall be made by delivery
          to Executive of a copy of a resolution duly adopted by the affirmative
          vote of not less than a majority of the non-employee  directors of the
          Board at a regular or special  meeting  of such  directors  called and
          held  for  such  purpose,  after  30 days'  prior  written  notice  to
          Executive   specifying  the  basis  for  such   termination   and  the
          particulars  thereof and a reasonable  opportunity for Executive to be
          heard  prior to or at such  meeting,  finding  that in the  reasonable
          judgment of such  directors,  that any  conduct or event  constituting
          Cause has  occurred  and that  such  occurrence  warrants  Executive's
          termination.

     8. CHANGE IN CONTROL.

          (a) Executive  shall be entitled to the  compensation  provided for in
     this  Section 8  hereof,  if within  two years  after a Change in  Control,
     Executive's  employment  by the  Company  shall  be  terminated  (A) by the
     Company for any reason other than (I) Executive's  Permanent  Disability or
     Retirement,  (II) Executive's death or (III) for Cause, or (B) by Executive
     with Good Reason.

          (b) In  addition,  Executive  shall be  entitled  to the  compensation
     provided  for in this  Section 8, if the  following  events  occur:  (A) an
     agreement  is signed  which,  if  consummated,  would result in a Change of
     Control,  (B)  Executive  is  terminated  without  Cause by the  Company or
     terminates  employment with Good Reason prior to the anticipated  Change in
     Control,   and  (C)  such  termination  (or  the  action  leading  to  such
     termination, in the case of Good Reason) is at the request or suggestion of
     the  acquiror  or  merger  partner  or  otherwise  in  connection  with the
     anticipated Change in Control, except that any termination of employment as
     set forth in clause (C), above, shall be presumed,  in the absence of clear
     and  convincing  evidence to the  contrary,  to have occurred in connection
     with a Change  in  Control,  whether  or not a Change in  Control  actually
     occurs.

          (c) The  Company  shall  pay or cause to be paid to  Executive  a cash
     severance  amount  equal to three times the sum of (i)  Executive's  annual
     Base Salary on the date of the Change in Control (or, if higher, the annual
     Base  Salary in effect  immediately  prior to the  giving of the  notice of
     termination),  and (ii) the Actual Bonus;  PROVIDED,  HOWEVER,  that in the
     event that  Executive's  employment  is  terminated  by a  Thirteenth-Month
     Termination,  Executive's  cash severance amount shall only be equal to two

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     times the sum of (i) and (ii) above.  This cash  severance  amount shall be
     payable in a lump sum  calculated  without any discount or, at the election
     of Executive, on any deferred payment schedule selected by Executive.

          (d) No compensation or other benefit pursuant to this Section 8 hereof
     shall be payable under this Agreement  unless and until either (i) a Change
     in Control shall have occurred while  Executive is an employee of a Company
     and Executive's  employment by the Company thereafter shall have terminated
     in accordance with this Section 8 hereof or (ii) Executive's  employment by
     the Company shall have  terminated in accordance with this Section 8 hereof
     in anticipation of the occurrence of a Change in Control.

          (e) Executive  shall also be entitled to the (i) Vacation  Payment and
     the Expense  Payment,  (ii) the medical and other  benefits  under  Section
     7(a)(C)(i),   (iii)  vesting  of  certain  security  rights  under  Section
     7(a)(C)(ii), (iv) other accrued and vested plans under Section 7(a)(C)(iii)
     and (v) outplacement services under Section 7(a)(C)(iv).

     9. EXCESS PARACHUTE EXCISE TAX.

          (i) If it is determined  (as hereafter  provided)  that any payment or
     distribution  by the  Company to or for the benefit of  Executive,  whether
     paid or payable or  distributed or  distributable  pursuant to the terms of
     this  Agreement  or  otherwise  pursuant  to  or by  reason  of  any  other
     agreement,   policy,  plan,  program  or  arrangement,   including  without
     limitation any stock option,  stock appreciation right or similar right, or
     the  lapse  or  termination  of  any  restriction  on  or  the  vesting  or
     exercisability  of any of the foregoing (a "Payment"),  would be subject to
     the  excise  tax  imposed  by  Section  4999 of the Code by reason of being
     "contingent on a change in ownership or control" of the Company, within the
     meaning of Section 280G of the Code (or any successor provision thereto) or
     to any  similar  tax  imposed by state or local  law,  or any  interest  or
     penalties with respect to such excise tax (such tax or taxes, together with
     any such interest and penalties,  are hereafter collectively referred to as
     the  "Excise  Tax"),  then  Executive  shall  be  entitled  to  receive  an
     additional  payment or payments (a  "Gross-Up  Payment")  in an amount such
     that,  after payment by Executive of all taxes  (including  any interest or
     penalties  imposed with respect to such taxes),  including  any Excise Tax,
     imposed  upon the  Gross-Up  Payment,  Executive  retains  an amount of the
     Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

               (A)  Subject  to the  provisions  of this  Section 9 hereof,  all
          determinations  required  to be made under this  Section 9,  including
          whether an Excise Tax is payable by  Executive  and the amount of such
          Excise Tax and whether a Gross-Up  Payment is required  and the amount
          of such Gross-Up Payment,  shall be made by the nationally  recognized

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          firm of certified public  accountants (the "Accounting  Firm") used by
          the Company  prior to the Change in Control  (or,  if such  Accounting
          Firm  shall  be a  nationally  recognized  firm  of  certified  public
          accountants,  as selected by Executive).  The Accounting Firm shall be
          directed  by the  Company  or  Executive  to  submit  its  preliminary
          determination and detailed supporting calculations to both the Company
          and Executive within 15 calendar days after the date of termination of
          employment, if applicable,  and any other such time or times as may be
          requested  by  the  Company  or  Executive.  If  the  Accounting  Firm
          determines  that any Excise Tax is payable by  Executive,  the Company
          shall pay the  required  Gross-Up  Payment  to, or for the benefit of,
          Executive   within   five   business   days  after   receipt  of  such
          determination and calculations. If the Accounting Firm determines that
          no Excise Tax is payable by Executive,  it shall,  at the same time as
          it makes such determination, furnish Executive with an opinion that he
          has  substantial  authority  not to report  any  Excise Tax on his/her
          federal, state, local income or other tax return. Any determination by
          the Accounting Firm as to the amount of the Gross-Up  Payment shall be
          binding upon the Company and Executive absent a contrary determination
          by the Internal Revenue Service or a court of competent  jurisdiction;
          provided,  however,  that no such  determination  shall  eliminate  or
          reduce the Company's  obligation to provide any Gross-Up  Payment that
          shall be due as a result of such contrary  determination.  As a result
          of the  uncertainty in the application of Section 4999 of the Code (or
          any  successor  provision  thereto)  and the  possibility  of  similar
          uncertainty  regarding  state  or  local  tax  law at the  time of any
          determination  by the Accounting Firm  hereunder,  it is possible that
          Gross-Up  Payments that will not have been made by the Company  should
          have been made (an  "Underpayment"),  consistent with the calculations
          required to be made hereunder.  In the event that the Company exhausts
          or fails to pursue its remedies pursuant to Section 6(f)(i) hereof and
          Executive  thereafter is required to make a payment of any Excise Tax,
          Executive  shall direct the Accounting Firm to determine the amount of
          the Underpayment that has occurred and to submit its determination and
          detailed supporting  calculations to both the Company and Executive as
          promptly as possible.  Any such Underpayment shall be promptly paid by
          the Company to, or for the benefit of,  Executive within five business
          days after receipt of such determination and calculations.

               (B) The  federal,  state  and local  income or other tax  returns
          filed by  Executive  (or any filing made by a  consolidated  tax group
          which  includes  the  Company)  shall  be  prepared  and  filed  on  a
          consistent  basis with the  determination  of the Accounting Firm with
          respect to the Excise Tax payable by Executive.  Executive  shall make

                                       11
<PAGE>
          proper  payment of the amount of any Excise Tax, and at the request of
          the Company,  provide to the Company true and correct copies (with any
          amendments)  of  his/her  federal  income tax return as filed with the
          Internal  Revenue  Service  and  corresponding  state  and  local  tax
          returns,  if relevant,  as filed with the applicable taxing authority,
          and  such  other  documents   reasonably  requested  by  the  Company,
          evidencing such payment. If prior to the filing of Executive's federal
          income tax return,  or  corresponding  state or local tax  return,  if
          relevant,  the  Accounting  Firm  determines  that the  amount  of the
          Gross-Up  Payment  should be  reduced,  Executive  shall  within  five
          business days pay to the Company the amount of such reduction.

          (ii) In the event that the Internal  Revenue  Service  claims that any
     payment or benefit  received  under this  Agreement  constitutes as "excess
     parachute  payment",  within the meaning of Section 280G(b)(1) of the Code,
     Executive  shall  notify  the  Company  in  writing  of  such  claim.  Such
     notification  shall be given as soon as  practicable  but no later  than 10
     business  days after  Executive  is  informed  in writing of such claim and
     shall apprise the Company of the nature of such claim and the date on which
     such  claim is  requested  to be paid.  Executive  shall not pay such claim
     prior to the  expiration  of the 30 day period  following the date on which
     Executive  gives such notice to the Company (or such shorter  period ending
     on the date that any  payment of taxes with  respect to such claim is due).
     If the Company  notifies  Executive in writing  prior to the  expiration of
     such period that it desires to contest such claim, Executive shall (1) give
     the Company any information reasonably requested by the Company relating to
     such claim;  (2) take such action in connection  with contesting such claim
     as the  Company  shall  reasonably  request in  writing  from time to time,
     including without limitation,  accepting legal  representation with respect
     to such  claim  by an  attorney  reasonably  selected  by the  Company  and
     reasonably  satisfactory  to Executive;  (3) cooperate  with the Company in
     good faith in order to effectively  contest such claim;  and (4) permit the
     Company to participate in any proceedings relating to such claim; provided,
     however,  that the  Company  shall  bear and pay  directly  all  costs  and
     expenses (including,  but not limited to, additional interest and penalties
     and related legal, consulting or other similar fees) incurred in connection
     with such contest and shall  indemnify and hold Executive  harmless,  on an
     after-tax  basis,  for and against  any Excise Tax or other tax  (including
     interest and penalties  with respect  thereto)  imposed as a result of such
     representation and any payment of costs and expenses.

               (A) The Company shall control all proceedings taken in connection
          with such contest and, at its sole option, may pursue or forgo any and
          all administrative appeals, proceedings, hearings and conferences with
          the tax  authority  in  respect  of such  claim  and may,  at its sole
          option,  either direct  Executive to pay the tax claimed and sue for a
          refund or contest the claim in any permissible  manner,  and Executive
          agrees to prosecute such contest before any  administrative  tribunal,

                                       12
<PAGE>
          in a  court  of  initial  jurisdiction  and in one or  more  appellate
          courts, as the Company shall determine; provided, however, that if the
          Company directs Executive to pay such claim and sue for a refund,  the
          Company  shall  advance the amount of such  payment to Executive on an
          interest-free  basis, and shall indemnify and hold Executive harmless,
          on an  after-tax  basis,  from any Excise Tax or other tax  (including
          interest and penalties with respect  thereto)  imposed with respect to
          such  advance or with  respect to any imputed  income with  respect to
          such advance; and provide , further,  that if Executive is required to
          extend the  statute of  limitations  to enable the  Company to contest
          such  claim,  Executive  may  limit  this  extension  solely  to  such
          contested  amount.  The  Company's  control  of the  contest  shall be
          limited to issues with respect to which a corporate deduction would be
          disallowed pursuant to Section 280G of the Code and Executive shall be
          entitled  to settle or  contest,  as the case may be, any other  issue
          raised by the Internal Revenue Service or any other taxing  authority.
          In  addition,  no position  may be taken nor any final  resolution  be
          agreed to by the Company without  Executive's consent if such position
          or  resolution  could  reasonably  be  expected  to  adversely  affect
          Executive  (including  adversely  affecting  any other tax position of
          Executive unrelated to matters covered hereby).

               (B) If, after the receipt by Executive of any amount  advanced by
          the  Company in  connection  with the contest of the Excise Tax claim,
          Executive  becomes entitled to receive any refund with respect to such
          claim,  Executive shall promptly pay to the Company the amount of such
          refund  (together  with any interest  paid or credited  thereon  after
          taxes applicable  thereto);  provided,  however, if the amount of that
          refund  exceeds the amount  advanced by the Company or it is otherwise
          determined for any reason that additional amounts could be paid by the
          Company to Executive without incurring any Excise Tax, any such amount
          will be  promptly  paid by the  Company to  Executive.  If,  after the
          receipt  by  Executive  of  an  amount  advanced  by  the  Company  in
          connection  with an Excise Tax  claim,  a  determination  is made that
          Executive  shall not be entitled  to any refund  with  respect to such
          claim and the  Company  does not  notify  Executive  in writing of its
          intent to contest the denial of such refund prior to the expiration of
          30 days after such  determination,  such advance shall be forgiven and
          shall  not be  required  to be  repaid  and  shall be  deemed to be in
          consideration for services rendered after the date of the Termination.

          (iii) The Company and Executive shall each provide the Accounting Firm
     access to and copies of any books,  records and documents in the possession
     of the Company or Executive,  as the case may be,  reasonably  requested by
     the Accounting  Firm, and otherwise  cooperate with the Accounting  Firm in
     connection  with  the   preparation  and  issuance  of  the   determination
     contemplated by this Section 9.

                                       13
<PAGE>
          (iv) The fees and expenses of the Accounting  Firm for its services in
     connection with the  determinations  and calculations  contemplated by this
     Section 9 hereof shall be borne by the  Company.  If such fees and expenses
     are initially advanced by Executive,  the Company shall reimburse Executive
     the full amount of such fees and expenses  within five  business days after
     receipt from Executive of a statement  therefor and reasonable  evidence of
     his payment thereof.

     10.  MITIGATION  OF  DAMAGES.  Executive  shall not be required to mitigate
damages or the  amount of any  payment  provided  for under  this  Agreement  by
seeking other  employment or otherwise  after the  termination of his employment
hereunder.

     11. NOTICES.  All notices or communications  hereunder shall be in writing,
addressed as follows:

         To the Company:

                  Franchise Finance Corporation of America
                  17207 North Perimeter Drive
                  Scottsdale, AZ  85255
                  Attention: General Counsel

         To Executive:

                  Mr. Christopher H. Volk
                  6324 North 48th Place
                  Paradise Valley, AZ  85253

Any such notice or  communication  shall be delivered by hand, by telecopy (with
machine confirmation) or by courier or sent certified or registered mail, return
receipt requested, postage prepaid, addressed as above (or to such other address
as such party may designate in a notice duly delivered as described above),  and
the third  business day after the actual date of mailing  shall  constitute  the
time at which notice was given.

     12.  SEVERABILITY;  LEGAL FEES. If any provision of this Agreement shall be
declared to be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability  shall not affect the remaining  provisions  hereof which shall
remain in full force and effect.  In the event that any dispute  arises  between
Executive and the Company as to the terms or  interpretation  of this Agreement,
whether  instituted  by formal legal  proceedings  or  otherwise,  including any
action that Executive  takes to enforce the terms of this Agreement or to defend
against any action taken by the Company,  Executive  shall be reimbursed for all
costs and expenses,  including  reasonable  attorneys'  fees,  arising from such
dispute,  proceedings  or  actions,  provided  that  Executive  shall  obtain  a
settlement or final judgement by a court of competent jurisdiction substantially
in favor of Executive.  Such reimbursement shall be paid within ten (10) days of
Executive's  furnishing  to the Company  written  evidence,  which may be in the
form,  among  other  things,  of a cancelled  check or receipt,  of any costs or
expenses incurred by Executive.

                                       14
<PAGE>
     13. SUCCESSORS; BINDING AGREEMENT, ASSIGNMENT.

          (a) The  Company  shall  require  any  successor  (whether  direct  or
     indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to all or
     substantially  all  of  the  business  of  the  Company,  by  agreement  to
     expressly,  absolutely and unconditionally assume and agree to perform this
     Agreement in the same manner and to the same extent that the Company  would
     be required to perform it if no such succession had taken place. Failure of
     the Company to obtain such agreement prior to the effectiveness of any such
     succession  shall be a material  breach of this Agreement and shall entitle
     Executive  to  terminate  Executive's  employment  with the Company or such
     successor  for Good Reason  immediately  prior to or at any time after such
     succession. As used in this Agreement, "Company" shall mean (i) the Company
     as  hereinbefore  defined,  and (ii) any  successor to all the stock of the
     Company or to all or substantially all of the Company's  business or assets
     (other  than  with  respect  to sales of  assets  in the  ordinary  course,
     securitization  and whole loan sales provided by the Company's  interim and
     permanent financing  arrangements) which executes and delivers an agreement
     provided for in this Section 13(a) or which otherwise  becomes bound by all
     the terms and provisions of this  Agreement by operation of law,  including
     any parent or subsidiary of such a successor.

          (b) This Agreement shall inure to the benefit of and be enforceable by
     Executive's personal or legal representatives,  executors,  administrators,
     successors, heirs, distributees, devisees and legatees. If Executive should
     die while any amount would be payable to  Executive  hereunder if Executive
     had continued to live, all such amounts,  unless otherwise provided herein,
     shall be paid in accordance with the terms of this Agreement to Executive's
     estate or  designated  beneficiary.  Neither this  Agreement  nor any right
     arising hereunder shall be assignable or otherwise subject to hypothecation
     by  Executive  (except  by will or by  operation  of the laws of  intestate
     succession)  or by the  Company,  except  that the  Company may assign this
     Agreement to any  successor  (whether by merger,  purchase or otherwise) to
     all or substantially all of the stock, assets or businesses of the Company,
     if such successor expressly agrees to assume the obligations of the Company
     hereunder.

     14.  AMENDMENT.  This Agreement may only be amended by written agreement of
the parties hereto.

     15. NONDISCLOSURE OF CONFIDENTIAL INFORMATION.  At any time during or after
Executive's employment with the Company,  Executive shall not, without the prior
written consent of the Company, use, divulge, disclose or make accessible to any
other person, firm, partnership, corporation or other entity any confidential or
proprietary  information pertaining to the business of the Company or any of its
subsidiaries,  pursuant  to the  policies  set forth in the  Company's  employee
handbook and compliance  manual,  as amended from time to time.

                                       15
<PAGE>
     16. COVENANT NOT TO COMPETE.

          (a) During the period of his employment hereunder and for the first to
     occur of (i) one year following the  termination of employment of Executive
     or (ii) December 31, 2002, Executive agrees that, without the prior written
     consent of the Company, (a) he will not, directly or indirectly,  either as
     principal,  manager,  agent,  consultant,  officer,  stockholder,  partner,
     investor, lender or employee or in any other capacity, carry on, be engaged
     in or have any financial  interest in (other than an ownership  position of
     less than five percent in any company  whose  shares are publicly  traded),
     any business,  which is in  Competition  (as defined in Section 16(b)) with
     the existing business of the Company or its subsidiaries,  and (b) he shall
     not,  on his own  behalf  or on  behalf  of any  person,  firm or  company,
     directly or indirectly,  solicit or offer  employment to any person who has
     been employed by the Company or its  subsidiaries at any time during the 12
     months immediately preceding such solicitation.

          (b) For purposes of this Section 16, a business  shall be deemed to be
     in  Competition  with the  Company  or its  subsidiaries  if a  significant
     portion of its  business is  providing  financing to operators in the chain
     restaurant, convenience store or automotive service and parts industries in
     any portion of the United States.

          (c)  Executive and the Company agree that this covenant not to compete
     is a reasonable covenant under the circumstances, and further agree that if
     in the opinion of any court of competent jurisdiction such restraint is not
     reasonable  in any  respect,  such court  shall  have the right,  power and
     authority to excise or modify such provision or provisions of this covenant
     as to the court shall appear not reasonable and to enforce the remainder of
     the  covenant  as so  amended.  Executive  agrees  that any  breach  of the
     covenants  contained  in this  Section  16  would  irreparably  injure  the
     Company. Accordingly, Executive agrees that the Company may, in addition to
     pursuing any other  remedies it may have in law or in equity,  cease making
     any payments  otherwise required by this Agreement and obtain an injunction
     against  Executive  from any  court  having  jurisdiction  over the  matter
     restraining any further violation of this Agreement by Executive.

     17. BENEFICIARIES;  REFERENCES.  Executive shall be entitled to select (and
change,  to the extent  permitted  under any  applicable  law) a beneficiary  or
beneficiaries to receive any compensation or benefit payable hereunder following
Executive's  death,  and may change such election,  in either case by giving the
Company written notice thereof.  In the event of Executive's death or a judicial
determination  of his  incompetence,  reference  in this  Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal  representative.  Any reference to the masculine  gender in this Agreement
shall include, where appropriate, the feminine.

     18.  SURVIVORSHIP.  The  respective  rights and  obligations of the parties
hereunder  shall  survive  any  termination  of  this  Agreement  to the  extent
necessary to the intended preservation of such rights and obligations, including
the  provisions of Section 16 herein.  The  provisions of this Section 18 are in
addition to the survivorship provisions of any other section of this Agreement.

                                       16
<PAGE>
     19.  GOVERNING  LAW. This  Agreement  shall be construed,  interpreted  and
governed in accordance with the laws of the State of Arizona  without  reference
to rules relating to conflicts of law.

     20.  EFFECT  ON  PRIOR  AGREEMENTS.  This  Agreement  contains  the  entire
understanding  between the parties  hereto and  supersedes  in all  respects any
prior or other agreement or  understanding  between the Company or any affiliate
of the Company and  Executive  including,  without  limitation,  the  Continuity
Agreement dated as of May 12, 1999 between the Company and Executive.

     21. WITHHOLDING. The Company shall be entitled to withhold from payment any
amount of withholding required by law.

     22.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which will be deemed an original.

                                        FRANCHISE FINANCE CORPORATION OF AMERICA


                                        By /s/ Morton H. Fleischer
                                           -------------------------------------
                                           Name: Morton H. Fleischer
                                           Title: Chairman of the Board and
                                                  Chief Executive Officer


                                        /s/ Christopher H. Volk
                                        ----------------------------------------
                                        Christopher H. Volk

                                       17