SECURED YEN LOAN AGREEMENT



                       THE SOUTHLAND CORPORATION
                              BORROWER


                           12,500,000,000 yen
                              LOAN AMOUNT

               SECURED BY THE BENEFICIAL ASSIGNMENT OF TRADEMARKS,
                 THE MASTER AGREEMENT AND ROYALTIES PAYABLE BY



                         7-ELEVEN JAPAN CO., LTD.




          CITICORP SECURITIES, INC.               CITIBANK, N.A.
                 ARRANGER                             AGENT

THE SAKURA BANK, LIMITED     CIBC WOOD GUNDY      THE ASAHI BANK, LTD.  
      CO-AGENT                  CO-AGENT               CO-AGENT

                          THE FUJI BANK, LIMITED
                               LEAD MANAGER



                                     Tab 2

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TABLE OF CONTENTS
                                                               PAGE
1.   DEFINITIONS                                                  2

2.   THE FACILITY                                                  8
     2.01.    Agreement to Lend                                   8
     2.02.    Use of Proceeds                                     9
     2.03.    Drawdown Procedures                                 9
     2.04     Delivery of Documents; Alternative Date.            9
     2.05     Several Obligations.                               10
     2.06     Interest                                           10
     2.07     Repayment; Interest Payments                       10
     2.08     Prepayment Restricted                              13
     2.09     Payments                                           13
     2.10     Loan Account                                       14
     2.11     Loan Registry; Certificates.                       14

3.   RECOURSE AND COLLATERAL                                     15
     3.01.    Limited Recourse Liability                         15
     3.02     Master Agreement Indemnities                       16
     3.03.    Credit Agreement Indemnities                       16
     3.04.    Other Parties' Liabilities                         17
     3.05.    Expenses Included                                  17

4.   YIELD PROTECTION                                            17
     4.01.    Taxes                                              17
     4.02.    Compliance Costs                                   20
     4.03.    Yield Protection Prepayment                        20
     4.04.    Yen and Dollar Transaction                         20

5.   FEES AND EXPENSES                                           21
     5.01.    Arranger                                           21
     5.02.    Agents.                                            21
     5.03.    Expenses                                           21

6.   REPRESENTATIONS AND WARRANTIES                              22
     6.01.    Organization, Power and Authority                  22
     6.02.    Compliance with Law and Other Agreements           22
     6.03.    Authorization                                      22
     6.04.    Registrations and Approvals                        23
     6.05.    Agreement Binding                                  23


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     6.06.    Other Obligations                                  23
     6.07.    Litigation                                         23
     6.08.    Taxes                                              24
     6.09.    ERISA                                              24
     6.10.    Information; Financial Statements                  24
     6.11.    Solvency                                           25
     6.12.    Trademark and Other Rights                         25
     6.13.    Master Agreement                                   25
     6.14.    Japanese Royalties                                 26
     6.15.    Records                                            26

7.   COVENANTS                                                   26
     7.01.    Performance of Obligations                         27
     7.02.    Financial Statements; Other Information            27
     7.03.    Performance and Notice                             28
     7.04.    Mortgages; Liens                                   29
     7.05.    Maintenance and Continuity of Business             30
     7.06.    Maintenance of Governmental Approvals              30
     7.07.    Taxes                                              31
     7.08.    ERISA                                              31
     7.09.    Maintenance of Records                             32
     7.10.    Protection of Security Interests                   32
     7.11.    Master Agreement                                   33
     7.12.    Existing Yen Facility                              34

8.   SWAP                                                        34
     8.01.    The Swap                                           34
     8.02.    Collateral Sharing                                 35

9.   CONDITIONS PRECEDENT AND SUBSEQUENT                         35
     9.01.    Conditions Precedent                               35
     9.02.    Conditions Subsequent                              38

10.  TERMINATION EVENTS                                          38
     10.01.    Termination Events                                39
     10.02.    Cash Reserve Events                               41

11.  THE AGENTS                                                  42
     11.01.    Paying Agent.                                     43
     11.02.    Collateral Agent.                                 43
     11.03.    Direction by the Lenders                          43
     11.04.    Reimbursement for Expenses                        44
     11.05.    Liability and Credit Appraisal.                   44


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     11.06.    Reliance by Agents                                44
     11.07.    Indemnification by Lenders                        45
     11.08.    Advance of Loans                                  45
     11.09.    Rights of Agents                                  45
     11.10.    Payments and Communications to Lenders            45
     11.11.    Agency Fees and Reimbursement                     46
     11.12.    Successor Agents                                  46
     11.13.    Sharing                                           47

12.  LOAN ADMINISTRATION                                         47
     12.01.    Term                                              47
     12.02.    Entire Agreement                                  47
     12.03.    Waiver; Cumulative Rights                         47
     12.04.    Assignment of Loan Interests                      48
     12.05.    Governing Law                                     49
     12.06.    Submission to Jurisdiction                        49
     12.07.    Confidentiality                                   51
     12.08.    Notices                                           51
     12.09.    Usury                                             53
     12.10.    Counterparts                                      53

Exhibit A - Form of Assignment and Security Agreement
Exhibit B - Form of Assignment of Japanese Royalties
Exhibit C - Form of Assignment of Japanese Trademarks
Exhibit D - Form of Assignment of New Lock Box Account
Exhibit E - Form of Collateral Sharing Agreement
Exhibit F - Form of Loan Assignment and Acceptance
Exhibit G - Form of Opinion of Southland's Senior Vice President and
               General Counsel
Exhibit H - Form of Opinion of Nagashima & Ohno
Exhibit I - Form of Opinion of Morgan, Lewis & Bockius, LLP

Schedule I - Lenders/Commitments
Schedule II - Amortization Schedule
Schedule III - Loan Certificate
Schedule IV - Japanese Trademark

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                         SECURED YEN LOAN AGREEMENT

          This Secured Yen Loan Agreement dated as of April 21, 1998 by and 
among The Southland Corporation as borrower, the financial institutions 
listed on Schedule I as Lenders and Citibank, N.A., Tokyo Branch as Paying 
Agent and as Collateral Agent sets forth the binding agreement of the 
parties.  

PRELIMINARY STATEMENT

          Southland entered into the Master Agreement to license Japanese 
tradenames, trademarks and service marks relating to the operations of 7-
Eleven convenience stores in Japan to Seven-Eleven Japan and to provide 
technical assistance and marketing support.  Pursuant to the Existing Yen 
Facility a syndicate of Japanese lenders made a loan through CCIL as a 
nominee and intermediary to Southland in the original principal amount of 
41,000,000,000 yen with recourse limited to an assignment of the Master 
Agreement and the Japanese Royalties payable thereunder and a security 
interest in the Japanese Trademarks.  At the date hereof, the approximate 
balance of principal on the Existing Yen Facility is 19,590,691,212 yen. 

          Pursuant to this Agreement the Lenders will lend to Southland and 
Southland will borrow under this New Yen Facility the principal amount of 
12,500,000,000 yen.  The obligations of Southland will be secured by the 
assignment of the Master Agreement and the other Collateral which secures 
and funds payment of interest and repayment of principal of the Existing 
Yen Facility and by the assignment of the New Lock Box Account to the 
Collateral Agent for the benefit of the Lenders.  Recourse to Southland on 
the New Yen Facility will be limited to recourse to the Collateral and will 
not be a general obligation of Southland except for recourse for breach of 
indemnities or representations specifically provided herein to create 
general obligations. 

          The rights of the Agents and the Creditors in the Collateral are 
explicitly SUBJECT AND SUBORDINATE TO THE RIGHTS OF THE EXISTING YEN 
FACILITY LENDERS; no payment of Collateral will be made to the Creditors 
and no remedies will be exercised by the Collateral Agent or the Creditors 
against the Collateral until the repayment in full of all amounts due under 
the Existing Yen Facility.  The Paying Agent (as directed by and on behalf 
of the Lenders) has entered into the Swap pursuant to which the fixed rate 
payments representing interest under the New Yen Facility will be swapped 
with the Swap Provider for floating rate payments.  Pursuant to the Swap, 
the Swap Provider will make floating rate payments to the Lenders from the 
Drawdown Date notwithstanding that fixed rate payments will not be made by 
Southland until repayment in full of the Existing Yen Facility.  The Swap 
will provide that fixed rate payments owed to the Swap Provider prior to 
the commencement of payment by Southland of fixed rate interest (Swap 
Cumulative Advances) will accrue with interest thereon and will be paid to 
the Swap Provider after the Existing Yen Facility has been repaid in full 
and after payments of Japanese Royalties commence to be  made to the New 
Lock Box Account for the benefit of the Creditors.  The Swap Provider will 
share PARI PASSU with the Lenders in all of the rights to the Collateral.  
The defined terms used in the caption and this Preliminary Statement are 
defined below.

                                     1

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1.     DEFINITIONS
          The following terms are used in this Agreement with the meanings 
set forth below:

          1.01.     AGENTS shall mean the collective reference to the 
Paying Agent and the Collateral Agent.

          1.02.     AGENT ACCOUNT shall mean Account No. 3-312280-018 
standing in the name of the Paying Agent at Citibank, N.A., Tokyo Branch.

          1.03.     ARRANGER shall mean Citicorp Securities, Inc., in its 
capacity as arranger of the New Yen Facility.

          1.04.     ASSIGNMENT AND SECURITY AGREEMENT shall mean the New 
York law assignment and security agreement between Southland and the 
Collateral Agent assigning the Collateral to the Collateral Agent for the 
benefit of the Creditors as collateral security, SUBJECT AND SUBORDINATE TO 
THE RIGHTS OF THE EXISTING YEN FACILITY LENDERS, for Southland's 
obligations to the Lenders hereunder, which agreement shall be 
substantially in the form of Exhibit A hereto and in any event in form and 
substance satisfactory to the Collateral Agent and its counsel.

          1.05.     ASSIGNMENT OF JAPANESE ROYALTIES shall mean the 
Japanese law assignment assigning and pledging the Japanese Royalties and 
assigning the beneficial interest of Southland in the New Lock Box Account 
and any monies deposited therein as security for Southland's obligations to 
the Lenders hereunder, which agreement shall be substantially in the form 
of Exhibit B hereto and in any event in form and substance satisfactory to 
the Collateral Agent and which agreement shall be reinstated on each 
Repayment Date to continue the assigned interest in Japanese Royalties and 
the New Lock Box Account.

          1.06.     ASSIGNMENT OF JAPANESE TRADEMARKS shall mean the 
Japanese law agreement between Southland, Seven-Eleven Japan and the 
Collateral Agent making (i) an assignment for security purposes of the 
beneficial ownership of Southland in the Japanese Trademarks and (ii) an 
assignment of the record ownership of Tokyo Leasing Co., Ltd. in the 
Japanese Trademarks to the Collateral Agent for the benefit of the 
Creditors pursuant to arrangements which constitute security for 
Southland's obligations hereunder, which agreement shall be substantially 
in the form of Exhibit C hereto and in any event in form and substance 
satisfactory to the Collateral Agent and its counsel.
     
          1.07.     ASSIGNMENT OF NEW LOCK BOX ACCOUNT shall mean the 
Japanese law assignment assigning and pledging all right, title and 
interest of Southland in the New Lock Box Account and any monies deposited 
therein as security for Southland's obligations to the Lenders hereunder, 
which agreement shall be substantially in the form of Exhibit D hereto and 
in any event in form and substance satisfactory to the Collateral Agent and 
which agreement shall be reinstated on each Repayment Date to continue the 
assigned interest in the New Lock Box Account.

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          1.08.     BUSINESS DAY shall mean each day (other than a Saturday 
or Sunday) on which banks are generally open for clearing payments, dealing 
in foreign currencies and dealing in the interbank market in Tokyo and New 
York, New York.

          1.09.   CASH RESERVE EVENT(S) shall have the meaning set forth in 
Section 10.02.

          1.10.     CCIL shall mean Citibank (Channel Islands) Limited, the 
lender of record to Southland under the Existing Yen Facility.

          1.11.    CERTIFICATE OF LOAN INTEREST shall mean each certificate 
(substantially in the form of Schedule III hereto) evidencing the record 
ownership of a Loan issued by the Agent to each Lender.

          1.12.     CO-AGENTS shall mean those banks identified as Co-
Agents on the front page of this Loan Agreement in their capacity as co-
agents of the New Yen Facility.

          1.13.     COLLATERAL shall mean the collateral which secures the 
obligations of Southland pursuant to this Agreement being a collective 
reference to the Master Agreement, the Japanese Royalties, the New Lock Box 
Account and Southland's beneficial interest in the Japanese Trademarks.

          1.14.     COLLATERAL AGENT shall mean Citibank, N.A., acting 
through its Tokyo Branch and its permitted successors or assigns, in its 
capacity as collateral agent of the Lenders.

          1.15.     COLLATERAL SHARING AGREEMENT shall mean the Collateral 
Sharing Agreement among Southland, the Agents and the Swap Provider 
providing for the Agents to act on behalf of the Swap Provider and the 
Lenders and for the Collateral to be shared among the Swap Provider and the 
Lenders as set forth therein, which agreement shall be substantially in the 
form of Exhibit E annexed hereto.

          1.16.     COMMITMENT shall mean, with respect to each Lender, the 
principal amount set forth in Schedule I opposite such Lender's name as the 
maximum Loan committed to be advanced by such Lender or, where the context 
so requires, the obligation of such Lender to advance such amount as its 
Loan.  "Commitments" shall mean the aggregate of the Commitments of all 
Lenders.

          1.17.     COMPLETION DATE shall mean the date on which the Loans 
have been repaid and all other amounts payable by Southland to the Lenders 
hereunder have been paid in full.

          1.18.     CONFIDENTIAL INFORMATION shall mean:  (i) business 
forecasts, projections or other information relating to 7-Eleven in Japan 
which have not been publicly disseminated; (ii) disclosure statements or 
notices provided by Southland which have not been publicly disseminated, 
relating to developments, operations or plans concerning 7-Eleven in Japan, 
Southland's  relationship with Seven Eleven Japan, or the 7-Eleven business 
in Japan generally; and (iii) any other information disclosed to the Agents 
or the Lenders which is not otherwise publicly available,

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which Confidential Information shall be restricted pursuant to the 
confidentiality provisions of Section 11.08; PROVIDED, HOWEVER, that 
Confidential Information shall not include information already in the 
possession of a Lender on a non-confidential basis or information provided 
to a Lender on a non-confidential basis by a person who, in so providing, 
has not violated a duty of confidentiality owing to Southland.  

          1.19.     CONSENTS TO ASSIGNMENT shall mean the consent of Seven-
Eleven Japan to the Assignment of Japanese Royalties and the consent of 
Citibank, N.A. as the depositary of the New Lock Box Account to the 
Assignment of New Lock Box Account, which Consents to Assignment shall be 
substantially in the forms attached to the Assignment of Japanese Royalties 
and the Assignment of New Lock Box Account, respectively.

          1.20.     CREDITORS shall mean the Lenders and the Swap Provider.

          1.21.     DOLLARS and the sign "$" shall mean dollars in the 
lawful money of the United States of America.

          1.22.     DRAWDOWN DATE shall mean April 30, 1998 (Tokyo time).

          1.23.     ERISA shall mean the Employee Retirement Income 
Security Act of 1974.

          1.24.     EXISTING YEN FACILITY shall mean the Limited Recourse 
Financing Facility created pursuant to (i) the Credit Agreement dated as of 
March 21, 1988 by and among Southland, CCIL and Citicorp International 
Limited; (ii) the Assignment and Security Agreement dated as of March 21, 
1988 between CCIL and Southland; (iii) the Pledge Agreement dated as of 
March 21, 1988 between CCIL and Southland; (iv) the Trademark Security 
Agreement dated as of March 21, 1988 among Southland, Seven-Eleven Japan 
and Diamond Lease Company, Ltd. and Tokyo Leasing Co., Ltd. and (v) the 
other documents, agreements and instruments entered into in connection 
therewith including the agreements pursuant to which CCIL passed on its 
interest in the loans and collateral to a syndicate of Japanese financial 
institutions.

          1.25.     EXISTING YEN FACILITY LENDERS shall mean the financial 
institutions providing the Existing Yen Facility, including CCIL in its 
capacity as nominee and lender of record for certain Japanese financial 
institutions for whose benefit it is acting as lender under the Existing 
Yen Facility and such Japanese financial institutions to which CCIL has 
assigned all of its interests in the collateral thereunder.

          1.26.     EXISTING YEN FACILITY REPAYMENT DATE shall mean the 
date on which the loan evidenced by the Existing Yen Facility has been 
repaid and all other amounts due thereunder have been paid in full and the 
Collateral Agent receives from Tokyo Leasing Co., Ltd. a Confirmation (as 
defined in the Memorandum of Understanding dated April 21, 1988 among 
Southland, Seven-Eleven Japan, Diamond Lease Company, Ltd., Tokyo Leasing 
Co., Ltd. and the Collateral Agent).

          1.27.     EXPECTED EXISTING YEN FACILITY REPAYMENT DATE shall 
mean August 10, 2001 which 

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is the expected date based on projections of Japanese Royalties that the 
Existing Yen Facility will be repaid in full so that thereafter the 
Japanese Royalties will commence to be paid to the New Lock Box Account for 
the benefit of the Lenders and the Swap Provider.

          1.28.     FUNDING COSTS shall mean the costs incurred by any 
affected Lender by (i) reason of the prepayment of the Loans pursuant to 
Section 4.03, (ii) the exercise of any remedies following the occurrence of 
a Termination Event or (iii)  the failure to fulfill conditions precedent 
so that the advance of the Loans does not occur on the Drawdown Date, 
representing the costs of breaking any deposit obtained by each affected 
Lender to fund its Loan (or to advance its Loan) or the loss of expected 
yield from the re-employment of prepaid funds (or reinvested funds from a 
deferred drawdown) at an interest rate lower than the then applicable 
floating interest rate to be received by such affected Lender pursuant to 
the Swap until the next following Repayment Date, as certified by each 
affected Lender to the Paying Agent and notified by the Paying Agent to 
Southland.

          1.29.     INDEBTEDNESS shall mean, in regard to any person, all 
indebtedness (including guaranties and other contingent obligations) with 
respect to borrowed money or for the deferred purchase price of property or 
services and all indebtedness of others secured by or benefiting from any 
charge against, or any encumbrance or segregation or other preferential 
arrangement on or with respect to, properties or revenues of such person, 
including without limitation accounts receivable and contract rights, 
whether or not such person has become liable for such Indebtedness.

          1.30.     JAPANESE ROYALTIES shall mean all royalties receivable 
by Southland from Seven-Eleven Japan after the Drawdown Date pursuant to 
Section II of the Master Agreement to and including the Completion Date.   
Japanese Royalties shall not include any payments due under the Master 
Agreement with respect to the reimbursement of costs incurred by Southland 
or the payment of consultants' fees to Southland pursuant to the Master 
Agreement.

          1.31.     JAPANESE TRADEMARKS shall mean the beneficial interest 
of Southland and the record ownership interest of Seven-Eleven Japan or 
Tokyo Leasing Co., Ltd. in the  "7-Eleven" tradenames, trademarks and 
service marks which are the subject of Japanese trademark registrations, 
which at the date of this Agreement are the trademark registrations set 
forth on Schedule IV annexed hereto and such variations thereof as may be 
agreed between Southland and Seven-Eleven Japan, which tradenames, 
trademarks and servicemarks have been licensed by Southland to Seven-Eleven 
Japan for use in Japan pursuant to the Master Agreement and whose 
registered ownership has been assigned by way of security to Diamond Lease 
Company, Ltd. and Tokyo Leasing Company, Ltd. pursuant to the documents 
comprising the Existing Yen Facility.

          1.32.     LENDER shall mean (i) on the date hereof (and for so 
long as such person shall continue to own all or any portion of its Loan 
hereunder), each of the financial institutions named in Schedule I hereto 
undertaking to lend pursuant to this Agreement and (ii) thereafter, each 
such person and each of such persons' successors and permitted assigns.

          1.33.     LIEN shall mean any mortgage, lien, pledge, security 
interest, charge or other encumbrance of any kind.

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          1.34.     LOAN shall mean the amount of the loan of each Lender 
advanced hereunder to Southland and amounts which have been capitalized 
pursuant to Section 2.07(c) which is, at the date referred to in the 
context in which the term is used, outstanding.  "Loans" shall mean the 
aggregate of the Loans of all the Lenders.

          1.35.     LOAN ASSIGNMENT AND ACCEPTANCE shall mean the form of 
assignment and transfer by a Lender of its ownership interests in a Loan 
pursuant to the procedures and conditions set forth in Section 12.04.

          1.36.     LOAN REGISTRY shall mean the book-entry registry of 
record ownership of Loans to be maintained by the Agent as provided in 
Section 12.04.  

          1.37.     MAJORITY LENDERS shall mean, as at any time of 
determination, Lenders owning Loans which constitute more than 50 percent 
of the aggregate of the then remaining principal amount of the Loans, or if 
the Loans have not been advanced at such time, Lenders having more than 50 
percent of the Commitments.

          1.38.     MARGIN shall mean, for the period commencing on the 
Drawdown Date and ending on April 10, 2001, 60 basis points, and 
thereafter, 50 basis points.

          1.39.     MASTER AGREEMENT shall mean the Area Service and 
License Agreement dated November 30, 1973 between Southland and Ito-Yokado 
Co., Ltd. as amended prior to the date hereof and as such agreement may be 
further amended or otherwise modified from time to time in accordance with 
the provisions of this Agreement.

          1.40.     NEW LOCK BOX ACCOUNT shall mean Account No. 5-157810-
407 standing in the name of Southland at Citibank, N.A., Tokyo Branch, as 
depositary into which Southland has instructed Seven-Eleven Japan to 
deposit the Japanese Royalties following the Existing Yen Facility 
Repayment Date in accordance with the Notice of Assignment which account 
shall be maintained and managed by the Collateral Agent for the benefit of 
the Creditors.

          1.41.     NEW YEN FACILITY shall mean the limited recourse Yen 
Credit Facility created by this Agreement, the Swap, the Security Documents 
and the other agreements related hereto.

          1.42.     NEW YEN FACILITY CUMULATIVE DEFICIENCY shall mean the 
Yen amount due on any Repayment Date by reason of Yen payments on prior 
Repayment Dates in amounts less than the New Yen Facility Payment Amount 
for such dates, representing the cumulative deficiency of actual payments 
compared to the respective New Yen Facility Payment Amounts consisting of 
amounts of principal and interest to be paid by Southland to the Lenders.

          1.43.     NEW YEN FACILITY PAYMENT AMOUNT shall mean the  amount 
shown on Schedule II 

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under the column for which this defined term is the caption representing 
the Yen amount on each Repayment Date which is payable by Southland to the 
Lenders consisting of the sum of the scheduled interest payment and the 
scheduled principal repayment to be made on such date. 

          1.44.     NOTICE shall mean notice delivered by a party to this 
Agreement to another party in the manner provided in Section 11.09.    

          1.45.     NOTICES OF ASSIGNMENT shall mean the notice by 
Southland to Seven-Eleven Japan of the Assignment of Japanese Royalties and 
the notice by Southland to Citibank, N.A., Tokyo Branch as the depositary 
of the New Lock Box Account of the Assignment of New Lock Box Account, each 
requesting the Consent to Assignment of the addressees, which Notices of 
Assignment shall be substantially in the forms attached to the Assignment 
of Japanese Royalties and the Assignment of New Lock Box Account, 
respectively.

          1.46.     PAYING AGENT shall mean Citibank, N.A., Tokyo Branch 
and its permitted successors or assigns, solely in its capacity as paying 
agent of the Lenders.

          1.47.     PERMITTED INVESTMENTS shall mean Yen denominated 
obligations, not exceeding 90 days, of the governments of Japan or of 
commercial banks, including Citibank, N.A., or corporate issuers of short-
term securities with a rating at least A-1+ by Standard & Poor's and P-1 by 
Moody's Investor Services, or, if not rated, deemed equivalent quality by 
the Collateral Agent.

          1.48.     REPAYMENT DATE shall mean each date on which payments 
of interest and principal shall be made on the New Yen Facility, being the 
semi-annual dates commencing after the Drawdown Date which are listed on 
Schedule II hereto. In the event that any Repayment Date would otherwise 
fall on a day which is not a Business Day, such Repayment Date shall be 
adjusted to occur on the immediately succeeding day which is a Business 
Day; PROVIDED, HOWEVER, that after the Scheduled Maturity Date the 
Repayment Dates shall be monthly on the tenth day of each month.

          1.49.     SCHEDULED MATURITY DATE shall mean October 11, 2006

          1.50.     SECURITY DOCUMENTS shall mean the agreements creating 
and perfecting security interests in favor of the Collateral Agent for the 
benefit of the Creditors in the Collateral consisting of: (i) the 
Assignment and Security Agreement; (ii) the Assignment of Japanese 
Royalties; (iii) the Assignment of New Lock Box Account; (iv) the 
Assignment of Japanese Trademarks; (v) the Notices of Assignment; (vi) the 
Consents to Assignment; and (vi) the other agreements, documents and 
instruments to be delivered hereunder and thereunder.

          1.51.     SEVEN-ELEVEN JAPAN shall mean Seven-Eleven (Japan) Co., 
Ltd., a KABUSHIKI KAISHA organized and existing under the laws of Japan 
with its registered office located at 4-1-4, Shiba- koen, Minato-ku, Tokyo 
105, Japan.

          1.52.     SOUTHLAND shall mean The Southland Corporation, a 
corporation organized and existing under the laws of the State of Texas.

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          1.53.     SOUTHLAND ACCOUNT shall mean the account (or accounts) 
designated to the Paying Agent by Southland to which Yen payments shall be 
made to Southland by the Paying Agent, including the initial advance of the 
Loans and payments of excess Japanese Royalties payable to Southland 
hereunder.  

          1.54.     SWAP shall mean the Interest Rate Swap entered into 
between the Paying Agent and the Swap Provider for the payment to the Swap 
Provider (on a net basis) of Yen fixed rate  payments payable by Southland 
hereunder in exchange for payment to the Paying Agent of Yen floating rate 
payments at the rate determined from time to time to be equal to Yen LIBOR 
plus the Margin as documented by the ISDA Master Agreement (including the 
Schedule and the Confirmation thereto) dated as of the date hereof between 
the Paying Agent and the Swap Provider and terminating on the Scheduled 
Maturity Date. 

          1.55.     SWAP BREAKAGE COSTS shall mean any Loss (as such term 
is defined in the Swap) as paid in accordance with the terms and provisions 
of the Swap.

          1.56.     SWAP CUMULATIVE ADVANCES shall mean the aggregate of 
the amounts of Yen fixed rate payments due to the Swap Provider under the 
Swap prior to the first Repayment Date after the Expected Existing Yen 
Facility Repayment Date (before payments of interest are received on the 
New Yen Facility), which amounts shall accrue interest hereunder at the 
rate specified in Section 2.06 (compounding on each Repayment Date) until 
the first Repayment Date after the Expected Existing Yen Facility Repayment 
Date, and thereafter at Yen LIBOR plus the Margin.

          1.57.     SWAP CUMULATIVE ARREARAGE shall mean for any Repayment 
Date after the Existing Yen Facility Repayment Date, the aggregate amount 
of fixed rate payments due to be paid to the Swap Provider under the Swap 
on such Repayment Date and not paid as a result of amounts in the New Lock 
Box Account not being sufficient to cover interest payable by Southland 
hereunder on such Repayment Date, which cumulative deficiency shall be 
added to the principal amount of the Loans as a new advance thereof and 
shall accrue interest at Yen LIBOR plus the Margin (compounding on each 
Repayment Date) until repaid.

          1.58.     SWAP PROVIDER shall mean Citibank, N.A., Tokyo Branch.

          1.59.     TAX shall mean any present or future tax, levy, impost, 
duty, charge, assessment or fee (including interest, penalties or additions 
thereto) that is imposed by any government or other taxing authority, other 
than a stamp, value-added, documentation, registration or other similar 
tax.

          1.60.     TERMINATION EVENT shall have the meaning set forth in 
Section 10.01.

          1.61.     YEN and the symbol "Y" shall mean Yen in the lawful 
currency of Japan.

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          1.62.     YEN LIBOR shall mean the interest rate defined as LIBOR 
in the Swap, which shall be the LIBOR rate for six-month Yen deposits in 
London as determined and for the periods specified in the Swap.

          All accounting terms not specifically defined herein shall be 
construed in accordance with generally accepted accounting principles in 
the United States of America, consistently applied.  Any business or 
banking terms (such as BASIS POINTS) shall be construed in accordance with  
generally accepted practice in the international financial markets as 
interpreted and applied by the Paying Agent in transactions of this kind.  
Any reference herein to any agreement or to any law shall be deemed to be a 
reference to such agreement or such law as amended and as in effect from 
time to time. 

2.     THE FACILITY

     2.01.     AGREEMENT TO LEND

          Subject to the terms and conditions of this Agreement, each 
Lender hereby agrees, severally and not jointly, to lend to Southland up to 
the aggregate amount of its Commitment.  Southland hereby agrees to assign 
and pledge the Collateral to the Collateral Agent for the benefit of the 
Creditors on or before the Drawdown Date by execution of the Security 
Documents to secure the rights of the Lenders to payment of the principal 
amount of the Loans, accrued interest thereon and all other amounts which 
may become payable hereunder.  The aggregate principal amount of the Loans, 
accrued interest thereon and any amounts which may become payable pursuant 
to the yield protection provisions of Section 4 shall be recovered solely 
from the collection of the Japanese Royalties and, if necessary and 
permitted as provided herein, from the realization of the security 
interests in the Collateral, without recourse to Southland or any of its 
other assets with respect to the recovery of such amounts except as 
hereinafter expressly provided.

     2.02.     USE OF PROCEEDS

          The proceeds of the Loans shall be used by Southland for general 
corporate purposes.

     2.03.     DRAWDOWN PROCEDURES

          Subject to fulfillment of the conditions precedent set forth in 
Section 8.01, Southland shall draw down the entire amount of the 
Commitments on the Drawdown Date.  Each Lender shall, not later than 10:00 
A.M. (Tokyo time) on the Drawdown Date, advance its Commitment to the Agent 
Account, and the Paying Agent shall, not later than 11:00 A.M. (Tokyo time) 
on such date, transfer the proceeds of the Loans to the Southland Account 
or in accordance with Southland's written instructions.

     2.04     DELIVERY OF DOCUMENTS; ALTERNATIVE DATE

          In order to permit the Lenders to obtain funding and advance 
their Loans on the Drawdown 

                                    9

<PAGE>

Date and at the time specified in Section 2.03, all of the documents to be 
delivered in fulfillment of the conditions precedent specified in Section 
9.01 will be executed and delivered in New York City on April 21, 1998 or 
in Tokyo on April 22, 1998 to be dated as of April 21, 1998, and upon 
fulfillment of the conditions precedent to the drawdown (other than those 
which, by the terms of Section 9, may only be fulfilled on the Drawdown 
Date), the Paying Agent will transmit to each Lender by the close of 
business on April 22, 1998  (New York City time) a Notice of fulfillment of 
such conditions and confirmation that the drawdown will take place on the 
Drawdown Date as provided in Section 2.03.  In the event that the Paying 
Agent does not so confirm the fulfillment of such conditions, an 
alternative date and procedure for advance of the Loans will be proposed by 
the Paying Agent following consultation with, and with the consent of, 
Southland, and such alternative date and procedure for drawdown of the 
Loans will be advised to the Lenders by Notice from the Paying Agent;  
PROVIDED, HOWEVER, that such Notice shall not waive the fulfillment of any 
of the conditions precedent to the drawdown of the Loans.   Each Lender 
shall fund its Loan on such alternative date in accordance with the 
procedure specified by the Paying Agent hereunder.  After a Notice setting 
the Drawdown Date has been given as provided herein the obligation of 
Southland to draw the Loans on such date shall be irrevocable and, in the 
event that the conditions precedent to drawdown do not continue to be 
fulfilled on the Drawdown Date or for any other reason the drawdown does 
not take place on the Drawdown Date (other than due to the fault of the 
Lenders), Southland will pay the Funding Costs of the Lenders incurred by 
reason of the suspension of the drawdown.

     2.05     SEVERAL OBLIGATIONS

          The obligations of the Lenders hereunder to advance their 
Commitments are several and not joint.  Failure by one or more of the 
Lenders to advance its Commitment shall not relieve the other Lenders of 
their several obligations to do so and shall not relieve Southland of its 
obligations hereunder; none of the other Lenders or the Agents shall be 
liable for the obligations of such defaulting or non-performing Lender.  In 
the event that the Lenders have  advanced an amount equal to the 
Commitments of all Lenders, then each Lender who has failed to advance its 
Commitment for value at 10:00 A.M. (Tokyo time) on the Drawdown Date agrees 
to pay to the advancing Lenders the amount reasonably determined by the 
Paying Agent to be their Funding Costs.


     2.06     INTEREST

          During the period from the Drawdown Date to the Scheduled 
Maturity Date, the Loans shall bear interest, based on a year of 365 days 
and the actual number of days elapsed, at the fixed interest rate of 2.325 
percent PER ANNUM, with interest payable semi-annually on each Repayment 
Date as provided herein.  If Southland shall fail to make any payment of 
principal when due, such amount shall accrue interest at the rate equal to 
Yen LIBOR plus the Margin from and including such due date until the 
payment of said sum in full.  The Lenders have directed the Paying Agent to 
enter into the Swap for the benefit of the Lenders as provided in Section 
8.01 and pursuant to the Swap, the fixed rate payments representing 
interest payable on the Loans will be swapped with the Swap Provider for 
floating rate payments at a rate equal to Yen LIBOR, which shall be 
determined two days 

                                       10

<PAGE>

prior to each Repayment Date for the subsequent interest period in 
accordance with the Swap, plus the Margin.  It is anticipated and 
acknowledged by the Lenders that no Japanese Royalties will be paid into 
the New Lock Box Account until the Existing Yen Facility Repayment Date.  
On each Repayment Date prior to the Expected Existing Yen Facility 
Repayment Date the Swap Provider will make floating rate payments as 
described in Section 8.01 and provided in the Swap although no amounts will 
be received from Southland or Seven-Eleven Japan in respect of the New Yen 
Facility.  After the Scheduled Maturity Date the Loans shall bear interest 
at a rate equal to Yen LIBOR plus the Margin, which shall be determined two 
days prior to each Repayment Date for the subsequent interest period in 
accordance with the then prevailing ISDA defined term corresponding to Yen 
LIBOR.  With respect to any Repayment Date interest shall accrue on the 
then outstanding Loans from and including the immediately preceding 
Repayment Date (or, in the case of the first Repayment Date, from and 
including the Drawdown Date) to but excluding such Repayment Date based on 
actual days elapsed from the prior Repayment Date.  Such interest shall be 
payable in accordance with the provisions of Section 2.07.

     2.07     REPAYMENT; INTEREST PAYMENTS

          (a)  Except as otherwise expressly provided in Section 3, the 
Loans shall be repaid and accrued interest thereon and any yield protection 
amounts due pursuant to Section 4 shall be paid solely from the collection 
of the Japanese Royalties by the Paying Agent and, if necessary and 
permitted as provided herein, from the realization of the security 
interests in the Collateral.   Pursuant to irrevocable instructions to 
Citibank, N.A., Tokyo Branch, or such other bank at which the New Lock Box 
Account is maintained, which instructions are set forth in the Assignment 
of New Lock Box Account, all Japanese Royalties received in the New Lock 
Box Account after the Existing Yen Facility Repayment Date shall be 
retained in the New Lock Box Account and invested in Permitted Investments 
as directed from time to time by Southland.  Japanese Royalties are payable 
monthly under the Master Agreement.  All Japanese Royalties shall be 
retained and invested until the next following Repayment Date on which date 
the amount shown on Schedule II as the New Yen Facility Payment Amount plus 
any New Yen Facility Cumulative Deficiency shall be withdrawn from the New 
Lock Box Account and transferred to the Paying Agent for distribution on 
such Repayment Date to the Lenders and the Swap Provider.  After such 
transfer to the Paying Agent, the balance in the New Lock Box Account shall 
be transferred to the Southland Account and shall be free from any claims 
or liens of the Collateral Agent or the Creditors.  Amounts which are 
transferred to the Paying Agent for payment to the Lenders and the Swap 
Provider shall be applied as follows: 

     (I)     FIRST, to payment of any fees, costs or 
expenses due hereunder and any amounts then due 
under the yield protection provisions of Section 
4;

     (ii)    SECOND, to payment of the Swap Cumulative 
Advances until repaid in full;

     (iii)   THIRD, to interest on the Loans to such 
Repayment Date;

     (iv)    FOURTH, to payment of any Swap Cumulative 
Arrearage;

                                       11

<PAGE>

     (v)     FIFTH, to repayment of the Loans then 
outstanding by application first to payment of any 
New Yen Facility Cumulative Deficiency (excluding 
Swap Cumulative Arrearage) and then to the 
scheduled principal repayment; and

     (vi)    SIXTH, upon repayment of the Loans due, in 
accordance with the written instructions of 
Southland.

          Southland hereby authorizes and directs the Paying Agent to 
manage and transfer the amounts in the New Lock Box Account as provided 
herein.  Amounts received in the New Lock Box Account and paid over to the 
Lenders by the Paying Agent shall be deemed to be applied on the relevant 
Repayment Date in accordance with this Section 2.07(a) toward satisfaction 
of Southland's obligations hereunder, irrespective of whether the Paying 
Agent shall have applied such amounts or shall have caused such amounts to 
be applied as required hereunder.

          (b)  Notwithstanding the provisions of Section 2.07(a) for 
distributions from the New Lock Box Account, the following restrictions and 
limitations shall apply:

     (i)     In order to form a predictable basis for 
computation of amounts to be exchanged in the Swap, all 
Yen amounts received in the New Lock Box Account prior to 
the Expected Existing Yen Facility Repayment Date shall be 
retained in the New Lock Box Account and invested in 
Permitted Investments.  The amount of interest accrued on 
each Repayment Date prior to the Expected Existing Yen 
Facility Repayment Date shall constitute Swap Cumulative 
Advances as shown on Schedule II.  Swap Cumulative 
Advances shall be capitalized by being added to the 
principal amount of the Loans then outstanding and shall 
accrue interest at the fixed interest rate specified in 
Section 2.06 (compounding on each successive Repayment 
Date) until the first Repayment Date following the 
Expected Existing Yen Facility Repayment Date, and 
thereafter at Yen LIBOR plus the Margin.  On the first 
Repayment Date following the Expected Existing Yen 
Facility Repayment Date (October 11, 2001), amounts in the 
New Lock Box Account shall be applied first to pay the 
New Yen Facility Payment Amount due on such date and then 
to payment of the amount indicated on Schedule II as the 
excess amount returnable to Southland on such date.  Any 
balance remaining on such date shall be retained in the 
New Lock Box Account and invested in Permitted 
Investments.  On the second Repayment Date following the 
Expected Existing Yen Facility Repayment Date (April 10, 
2002), amounts in the New Lock Box Account shall be 
applied first to the payment of the New Yen Facility 
Payment Amount due on such date (plus any New Yen Facility 
Cumulative Deficiency) and then to payment of the amount 
indicated on Schedule II as the excess amount returnable 
to Southland on such date.  Any balance remaining on such 
date shall be retained in the New Lock Box Account and 
invested in Permitted Investments.  On the third Repayment 
Date following the Expected Existing Yen Facility 
Repayment Date (October 11, 2002) and on each Repayment 
Date thereafter until the Scheduled Maturity Date, amounts

                           12

<PAGE>

in the New Lock Box Account shall be applied first to the 
payment of the New Yen Facility Payment Amount due on such 
date (plus any New Yen Facility Cumulative Deficiency) and 
the entire excess amount shall be distributed to 
Southland; and

     (ii)     In order to permit the Swap Provider to 
recover amounts of fixed rate payments which shall become 
due to the Swap Provider prior to the Existing Yen 
Facility Repayment Date, the Lenders acknowledge and agree 
that distributions of amounts in the New Lock Box Account 
shall be applied after fees (referred to in Section 
2.07(a)(i)) to the payment to the Swap Provider of Swap 
Cumulative Advances as provided in the sequence of payment 
provision in Section 2.07(a);

      (iii)     No Yen amounts received in the New Lock Box 
Account after the Scheduled Maturity Date shall be 
returned to Southland until the Loans and all other 
amounts due hereunder or in connection herewith shall have 
been paid in full; and  

     (iv)    If a Cash Reserve Event shall occur and be 
continuing, distributions of Japanese Royalties and 
payment of amounts in the New Lock Box Account may be 
changed as provided in Section 10.02.

          (c)  In the event that the Japanese Royalties actually received 
from Seven-Eleven Japan are insufficient to pay to the Lenders on any 
Repayment Date after the Expected Existing Yen Facility Repayment Date the 
full amount of interest then due, such unpaid amounts (which constitute 
Swap Cumulative Arrearage) shall be capitalized by being added to the 
principal amount of the Loans then outstanding.  The Loans, including such 
capitalized amounts, shall thereafter bear interest in accordance with 
Section 2.06 on the increased amount of the Loans (compounding on each 
Repayment Date) until repaid in full.  As between the Paying Agent and the 
Swap Provider, if the Yen amounts in the New Lock Box Facility are 
insufficient to pay the fixed rate payments due on any Repayment Date, the 
Swap Provider will pay the Paying Agent the same percentage of floating 
rate payments as the percentage of fixed rate payments paid to the Swap 
Provider and the deficiency of fixed rate payments due to the Swap Provider 
(Swap Cumulative Arrearage) shall be capitalized as provided in this 
Section and shall be repaid in the manner and order provided in Section 
2.07(a).   

          (d)  Should Seven-Eleven Japan make payment of any Japanese 
Royalties after the Existing Yen Facility Repayment Date to an account 
other than the New Lock Box Account, Southland shall immediately give 
Notice to the Paying Agent and arrange for the transfer of such funds to 
the New Lock Box Account. Should Seven-Eleven Japan make payment of any 
Japanese Royalties after the Existing Yen Facility Repayment Date on a date 
later than that provided in the Master Agreement for such payment to be 
made, the Paying Agent shall apply such amounts in accordance with Section 
2.07(a) as if such payment had been made on the due date therefor (except 
that interest accrued through the date of receipt of such payment shall be 
paid prior to the application of such payment to repayment of the Loans). 
Any overpayment of Japanese Royalties to the New Lock Box Account by Seven-
Eleven Japan shall be refunded to Seven-Eleven Japan without interest or 
applied by the Paying Agent in accordance with Section 2.07(a), in which 
event the amount of such overpayment shall be 

                                   13

<PAGE>

credited against (and thereby reduce) the obligation of Seven-Eleven Japan 
to make payment of Japanese Royalties in the next succeeding month.

     2.08     PREPAYMENT RESTRICTED

          Southland may not (except as otherwise expressly provided in 
Sections 4.03) prepay the Loans in whole or in part.  If Southland prepays 
the Loan of any Lender pursuant to Section 4.03 Southland shall pay as a 
general obligation of Southland the Funding Costs of such Lender and any 
resulting Swap Breakage Costs.

     2.09     PAYMENTS

          (a)  All sums payable to Southland by the Paying Agent hereunder 
shall be payable in Tokyo in Yen and in immediately available funds (or 
such other Yen funds as may be determined by the Paying Agent to then be 
customary for the settlement of international banking transactions 
denominated in Yen) not later than 12:00 noon (Tokyo time) on the day in 
question to the Southland Account or as otherwise instructed by Southland 
in writing.

          (b)  All sums denominated in Yen which are to be advanced by the 
Lenders on the Drawdown Date or which are payable by Southland shall be 
payable in Tokyo in Yen and in immediately available funds (or such other 
Yen funds as may be determined by the Paying Agent to then be customary for 
the settlement of international banking transactions denominated in Yen) 
not later than 11:00 a.m. (Tokyo time) on the day in question to the Agent 
Account.  All sums denominated in Dollars which are payable to the Paying 
Agent or the Lenders hereunder or under any document contemplated hereby 
shall be payable in New York in Dollars and in immediately available funds 
not later than 10:00 a.m. (New York time) on the day in question, to the 
Agent Account.  Any indemnities, costs, expenses or other payments due 
hereunder shall, if incurred in Yen or Dollars, be payable in such currency 
in accordance with the preceding provisions of this Section 2.09(b). If any 
such indemnities, costs, expenses or other payments are incurred in any 
other currency, they shall be payable, at the Paying Agent's election, in 
such currency or in Yen or Dollars to such account, in such city, in such 
funds and calculated at such publicly-quoted rate of exchange as the Paying 
Agent shall reasonably direct by Notice to Southland.

          (c)  If Southland shall fail to make any payment when due of any 
sum hereunder, other than a payment with respect to which recourse is 
limited to the Collateral, Southland shall pay default interest on the 
unpaid amounts, to the extent permitted by applicable law, from and 
including such due date until the payment of said sum in full (after as 
well as before judgment) at the rate that is (i) with respect to any 
overdue payment denominated in Yen, two percent (2%) PER ANNUM above the 
interest rate on the Loans (ii) with respect to any overdue payment 
denominated in Dollars, two percent (2%) PER ANNUM above the rate of 
interest announced publicly by Citibank, N.A. in New York from time to time 
as its base rate, and (iii) with respect to any overdue payment denominated 
in any other currency, two percent (2%) PER ANNUM above such base lending 
rate in such currency as the Paying Agent shall reasonably designate.  Such 
interest shall be payable on the Agent's demand therefor.

                                    14

<PAGE>

          (d)  Any payment made to the Paying Agent hereunder or under any 
document contemplated hereby which constitutes a payment which is not a 
general obligation of Southland shall be applied in the same manner as 
provided in Section 2.07(a) with respect to the Japanese Royalties.  All 
other payments made to the Paying Agent hereunder, if any, or under any 
document contemplated hereby shall be applied FIRST to pay costs and 
expenses due hereunder (including amounts then due pursuant to the yield 
protection provisions of Section 4), THEN to pay Southland's indemnity 
obligations pursuant to Section 3, THEN against interest on past due 
amounts, THEN to pay interest due on the Loans pursuant to Section 2.07, 
and THEREAFTER to repayment of the Loans.

     2.10     LOAN ACCOUNT

          The Paying Agent shall open and maintain on its books a loan 
account in Southland's name which will show the advance of the Loans, the 
accrual of interest, the capitalization of interest and other amounts (if 
any), repayments of the Loans, interest payments and other amounts due and 
sums paid hereunder.  Promptly following each Repayment Date which occurs 
after the Existing Yen Facility Repayment Date, the Paying Agent shall 
provide to Southland a statement setting forth (i) the amount of the 
Japanese Royalties received and applied on such Repayment Date in 
accordance with Section 2.07(a) to each of the payment categories set forth 
therein and (ii) the amount of the Loans outstanding on such Repayment Date 
following the application of the amounts so received.  The loan account and 
such statement shall be conclusive and binding on the parties hereto as to 
the amounts at any time due hereunder, absent manifest error.

     2.11     LOAN REGISTRY; CERTIFICATES

               The ownership interest of each Lender in its Loan shall be 
recorded on the Loan Registry to be maintained by the Paying Agent, which 
shall be a book-entry system constituting the definitive evidence of record 
ownership of the Loans.  Promptly following the drawdown of the Loans, the 
Paying Agent shall execute and deliver to each Lender a Certificate of Loan 
Interest substantially in the form attached as Schedule III, and such 
Certificate of Loan Interest shall serve to confirm the advance by the 
Lender of a Loan in the amount specified.  Transfers of record ownership of 
the Loans can be made only on the Loan Registry by an assignment in 
accordance with the provisions and restrictions of Section 12.04.  The 
Certificate of Loan Interest is not a promissory note or negotiable 
instrument.  Delivery of the Certificate of Loan Interest is not necessary 
to transfer the loan interest evidenced thereby.  Each Lender agrees that 
all amounts in respect of the Loans will be paid solely on the basis of 
record ownership in the Loan Registry to the respective accounts of the 
record owners of the Loans as shown thereon.

3.     RECOURSE AND COLLATERAL

     3.01.     LIMITED RECOURSE LIABILITY

          (a)  The liability of Southland under this Agreement with respect 
to the repayment of the Loans, the payment of accrued interest thereon and 
the payment of amounts which may become due 

                                  15

<PAGE>

pursuant to the yield protection provisions of Section 4 shall, except as 
otherwise expressly provided in this Section 3, be limited to the Japanese 
Royalties actually received from Seven-Eleven Japan under the Master 
Agreement (whether such payments shall be received from Seven-Eleven Japan 
by collection in the ordinary course of business, by legal proceedings to 
enforce Seven-Eleven Japan's payment obligations under the Master Agreement 
or otherwise) and, if necessary, from realization of the security interests 
in the other Collateral.  In any suit, action or proceeding against 
Southland to realize upon the Collateral for the purpose of obtaining 
satisfaction or payment of Southland's limited recourse obligations with 
respect to the Loans, no deficiency between the amounts so due to the 
Lenders and the amounts realized on the Collateral shall be recoverable 
against Southland.  

          (b)  On the basis of current projections provided to the Paying 
Agent by Southland, it is anticipated that the Japanese Royalties will 
repay the Loans and accrued interest thereon on the Repayment Date 
occurring in the month which is 102 months following the Drawdown Date.  
Should the Japanese Royalties actually received hereunder be less than such 
projections during such period, the Japanese Royalties under the Master 
Agreement shall be applied hereunder toward repayment of the Loans and to 
payment of accrued interest and all other amounts which may become due 
hereunder until all such amounts shall have been paid in full.  In the 
event that the Japanese Royalties shall not have repaid the Loans in full 
and shall not have paid all accrued interest thereon on or prior to the 
Repayment Date which occurs in the month which is 222 months following the 
Drawdown Date, then the remaining balance of the Loans shall be canceled 
and shall not be repaid from any Japanese Royalties paid thereafter and the 
Collateral shall be released and all rights of the Lenders shall be 
terminated.  Notwithstanding the foregoing, if prior to the date of 
cancellation of the Loans any Termination Event shall have occurred the 
Collateral Agent shall be entitled (but shall not be obligated unless 
directed by the Majority Lenders) to enforce or to cause to be enforced the 
security interests in the Collateral as permitted and subject to the 
restrictions in Section 10.01.  The Collateral Agent and the Lenders agree 
that they will not exercise any remedies or take any action to cause (i) 
the transfer of the Master Agreement or (ii) the sale or other disposition 
of the Japanese Trademarks except as provided in Section 10.01 and any such 
action shall respect and provide for the exercise by Seven-Eleven Japan of 
its rights of first refusal to purchase the Japanese Trademarks as provided 
in the Master Agreement. 

          (c)  The obligations of Southland hereunder, other than with 
respect to the repayment of the Loans pursuant to Section 2.07 and the 
payment of accrued interest thereon and of amounts which may become due 
pursuant to the yield protection provisions of Section 4, are general 
obligations of Southland ranking PARI PASSU in priority of payment with all 
unsubordinated obligations of Southland.  Without limitation of the 
foregoing, the indemnities of Southland which may become payable pursuant 
to Section 3 and fees and expenses payable pursuant to Section 5 (other 
than enforcement expenses with respect to Southland's limited recourse 
obligations) are general obligations of Southland hereunder with respect to 
which recourse is not limited and such obligations shall benefit from, but 
shall not be limited to, the security interests in the Collateral.

     3.02.     MASTER AGREEMENT INDEMNITIES

                               16

<PAGE>

          (a)  Southland agrees to indemnify and to hold the Lenders 
harmless against any loss, cost, expense, damage or liability arising out 
of or resulting from Southland's default or alleged default in performance 
of any of its obligations to Seven-Eleven Japan under the Master Agreement, 
which default or alleged default results in the reduction (by means of set-
off or otherwise) or non-payment of any of the Japanese Royalties by Seven-
Eleven Japan under the Master Agreement.  In the event of  termination of 
the Master Agreement by Seven-Eleven Japan pursuant to Section VII. B of 
the Master Agreement, Southland, in addition to any other loss, expense or 
liability arising therefrom which shall be payable to the Lenders 
hereunder, shall, as a further indemnity hereunder, repay the Loans in full 
together with accrued interest thereon and all other amounts then due and 
payable pursuant to this Agreement or the Security Documents.  The 
obligation of Southland to pay the indemnities provided in this section 
shall be a general obligation of Southland.  Southland shall have no 
liability under this Section 3.02(a) to the Lenders or any other 
institution for any special, exemplary or punitive damages.

          (b)  Payments pursuant to this Section 3.02 shall be made by 
Southland to the Paying Agent on the date five Business Days following the 
Paying Agent's written demand hereunder, which demand shall set forth the 
Paying Agent's calculations as to the amounts so due.  The amounts so due 
as set forth in the Paying Agent's demand shall be conclusive and binding 
on the parties hereto, absent manifest error. Payments received by the 
Paying Agent hereunder shall be applied by the Paying Agent in accordance 
with Section 2.09(d).

     3.03.     LOAN AGREEMENT INDEMNITIES

          (a)  Southland agrees to indemnify the Lenders and to hold the 
Lenders harmless against any loss, expense or liability arising out of or 
resulting from (i) any representation or warranty made by Southland in this 
Agreement, the Security Documents or in the documents comprising the 
Existing Yen Facility, or any other document or certificate delivered 
pursuant to this Agreement or pursuant to the documents comprising the 
Existing Yen Facility, having been incorrect in any material respect when 
made or (ii) any material default by Southland in the due observance and 
performance of its covenants set forth in this Agreement, the documents 
comprising the Existing Yen Facility or any of the Security Documents.

          (b)  Payments pursuant to this Section 3.03 shall be made by 
Southland to the Paying Agent on the date five Business Days following the 
Paying Agent's written demand hereunder, which demand shall set forth the 
Paying Agent's calculations as to the amounts so due.  The amounts so due 
as set forth in the Paying Agent's demand shall be conclusive and binding 
on the parties hereto, absent manifest error.  Payments received by the 
Paying Agent hereunder shall be applied by the Paying Agent in accordance 
with Section 2.09(d).

     3.04.     OTHER PARTIES' LIABILITIES

          No obligation or liability to Seven-Eleven Japan or any other 
third party (including without limitation any governmental authority in 
Japan) under or with respect to the Master 

                                  17

<PAGE>

Agreement or this Agreement is assumed by the Agents or the Lenders (other 
than the obligation as secured parties to permit the exercise of the right 
of first refusal granted to Seven-Eleven Japan), or any of their respective 
successors and assigns by reason of the execution, delivery or performance 
of this Agreement and the transactions contemplated hereby, and any such 
assumption is hereby expressly disclaimed.  Southland shall indemnify and 
hold harmless each of the Agents and the Lenders and their respective 
successors and assigns against any loss, expense or liability arising out 
of or resulting from any determination by a court or governmental authority 
of competent jurisdiction that any of such parties has assumed any such 
obligation or liability to Seven-Eleven Japan or any other third party 
under the Master Agreement or any of the Security Documents. The Agents and 
the Lenders, or any of their respective successors and assigns, as the case 
may be, shall give prompt notice to Southland of the initiation of any 
legal proceedings against it which could give rise to an indemnity from 
Southland pursuant to this Section 3.05, and Southland shall have the right 
to assume the defense of any such proceedings which could give rise to any 
such indemnity.  None of  the Agents or the Lenders, or any of their 
respective successors and assigns, shall settle any claim or proceeding 
against it which may give rise to an indemnity from Southland pursuant to 
this Section 3.05 without the prior written consent of Southland to the 
terms of such settlement.

     3.05.     EXPENSES INCLUDED

          Indemnification pursuant to the provisions of this Section 3 
shall include, without limitation, reasonable counsel fees and expenses and 
other out-of-pocket expenses including expenses of investigation incurred 
in connection with the matter or transaction giving rise to a claim for 
indemnification.

4.     YIELD PROTECTION

     4.01.     TAXES

     (a)     Any and all payments made to the Paying Agent for the benefit 
of the Lenders hereunder shall be made free and clear of and without 
deduction for any present or future taxes, levies, imposts, deductions, 
charges or withholdings, and all liabilities with respect thereto imposed 
by the United States or Japan or any political subdivision or taxing 
authority of either such nation (all such taxes other than any tax or 
charge on net income being hereinafter referred to as "Indemnifiable 
Taxes").  Subject to the limitation on recourse specified in Section 
4.01(e), if Southland shall be required by law to make any such deduction 
from any payment hereunder (other than from any payment of Japanese 
Royalties referred to in the final sentence of this Section 4.01(a)), (i) 
Southland shall make such additional payment to the Paying Agent as may be 
necessary so that after making all required deductions (including 
deductions applicable to additional sums payable under this Section 4.01) 
each affected Lender shall receive an amount equal to the sum it would have 
received had no such deduction been made, and (ii) Southland shall make 
such deductions and shall pay the full amount deducted to the relevant 
taxing authority or other authority in accordance with applicable law.  To 
the extent that the amount of any Japanese Royalties actually received from 
Seven-Eleven Japan has been the subject of Japanese withholding tax at a 
rate greater than ten percent, Southland shall pay such additional amounts

                                18

<PAGE>

to the Paying Agent hereunder as may be required to indemnify the Lenders 
for the reduction of such receipts attributable to Japanese tax being 
payable thereon at a rate in excess of ten percent. Such amounts shall be 
payable by Southland by direct payments in Yen (or in Dollars if the Paying 
Agent or the affected Lender hereunder certifies that the Indemnifiable Tax 
or Other Tax was incurred in a currency other than Yen) to the Southland 
Account on or before each Repayment Date after the tax law change which 
increases the required rate of withholding.  Southland authorizes and 
directs the Paying Agent to debit the Southland Account by the amount of 
indemnity due hereunder on each such Repayment Date and to pay and apply 
such amount in the same manner as amounts to be paid on such date from the 
New Lock Box Account.  In the event that the Paying Agent is required to 
make a gross-up payment to the Swap Provider in accordance with Section 
2(d)(i)(4) or Section 2(d)(ii) of the ISDA Master Agreement governing the 
Swap, Southland shall, subject to the limitation on recourse specified in 
Section 4.01(e), reimburse the Paying Agent for the full amount of such 
payment. 

          (b)  In addition, subject to the limitation on recourse specified 
in Section 4.01(e), Southland agrees to pay any present or future stamp or 
documentary taxes or any excise or property taxes, filing fees or similar 
levies (excluding, however, any tax or charge on net income) which arise 
from any payment made hereunder or from the execution, perfection, 
performance or enforcement of, or otherwise with respect to, this Agreement 
or the Security Documents or with respect to the property interest of the 
Collateral Agent or the Creditors in the Collateral (hereinafter referred 
to as "Other Taxes").

          (c)  Southland shall indemnify the Lenders for the full amount of  
Indemnifiable Taxes or Other Taxes (including without limitation any 
Indemnifiable Taxes or Other Taxes imposed on amounts payable under this 
Section 4.01) paid by the Lenders or any liability (including penalties, 
interest and expenses) arising therefrom or with respect thereto, whether 
or not such Indemnifiable Taxes or Other Taxes were correctly or legally 
asserted.  Such indemnification shall be made within 30 days from the date 
the Paying Agent makes written demand therefor.  To the extent practicable 
in the circumstances, the Paying Agent shall give Southland Notice of any 
payment of Indemnifiable Taxes or Other Taxes to be made hereunder with 
respect to which Southland shall have an indemnity obligation, but the 
failure of the Paying Agent to give any such Notice shall not limit the 
Lenders' right to receive indemnification hereunder.  The Paying Agent 
shall use reasonable efforts to cooperate with Southland in seeking a 
refund of any such tax payment which, in the opinion of Southland's 
independent certified public accountants, has not been correctly and 
legally asserted; PROVIDED, HOWEVER, that the Paying Agent shall be 
entitled to advances from Southland with respect to costs and expenses 
(including without limitation reasonable counsel fees and expenses) likely 
to be incurred by the Paying Agent in such refund application and 
proceedings.  Within 30 days after the date of any payment of Indemnifiable 
Taxes or Other Taxes, Southland shall furnish to the Paying Agent the 
original or a certified copy of a receipt evidencing payment thereof.

          (d)  Each Lender that is organized under the laws of a 
jurisdiction other than the United States, any State thereof or the 
District of Columbia (a "Non-U.S. Lender") shall deliver, on or prior to 
the Drawdown Date, to the Paying Agent, Southland and the Swap Provider the 
tax 

                                        19

<PAGE>

documentation specified below.  IF THE NON-U.S. LENDER IS A BANK, then such 
Non-U.S. Lender shall deliver EITHER (i) an accurate, complete and duly 
executed Internal Revenue Service Form 1001 and a Form W-8 confirming that 
such Lender is entitled to receive interest hereunder without deduction of 
U.S. withholding taxes by virtue of a tax treaty OR (ii) an accurate, 
complete and duly executed Internal Revenue Service Form 4224 confirming 
that such Lender is entitled to receive interest hereunder and payments 
under the Swap without deduction of U.S. withholding taxes because such 
interest and such payments will be effectively connected with the conduct 
by such Lender of a trade or business in the United States.  IF THE NON-
U.S. LENDER IS NOT A BANK, then such Lender shall deliver EITHER (x) the 
documentation specified in clause (i) or clause (ii) of the immediately 
preceding sentence OR (y) a certificate to the effect that such Lender is 
not licensed to conduct a banking business or to accept deposits, 
accompanied by an accurate, complete and duly executed Internal Revenue 
Service Form W-8 (Certificate of Foreign Status).  In addition, each Non-
U.S. Lender that delivers an Internal Revenue Service Form 1001 and/or Form 
W-8 on or prior to the Drawdown Date agrees, to the extent permitted by 
law, to deliver to the Paying Agent, Southland and the Swap Provider within 
15 days prior to January 1, 2001 and each third anniversary of such date 
(or more often if required by law), two accurate, complete and duly 
executed copies of an Internal Revenue Service Form 1001 and/or Form W-8 
(or any successor or substitute form or forms required under Internal 
Revenue Laws); and each Non-U.S. Lender that delivers an Internal Revenue 
Service Form 4224 on or prior to the Drawdown Date agrees, to the extent 
permitted by law, to deliver to the Paying Agent, Southland and the Swap 
Provider within 15 days prior to the beginning of each subsequent taxable 
year of such Non-U.S. Lender (or more often if required by law) two 
accurate, complete and duly executed copies of an Internal Revenue Service 
Form 4224 (or any successor or substitute form or forms required under 
Internal Revenue Laws).  Southland shall not be required to pay any 
additional amounts under Section 4.01(a) or to make indemnification 
payments under Section 4.01(c)  to any Non-U.S. Lender in respect of any 
Tax that would not have been imposed but for a failure by such Lender to 
deliver the forms required by this Section 4.01(d); PROVIDED, HOWEVER, that 
a Non-U.S. Lender shall not be excluded from the benefit of Section 4.01(a) 
or Section 4.01(c) if a change of law precludes confirming in a 
subsequently delivered form or a substitute or successor form the matters 
required in the original form delivered hereunder.

          (e)  Without prejudice to the survival of any other agreement of 
Southland hereunder, the agreements and obligations of Southland contained 
in this Section 4.01 shall survive the repayment of the Loans and the 
payment of accrued interest thereon. The obligations of Southland pursuant 
to this Section 4.01 are obligations with respect to which recourse is 
limited to the Japanese Royalties and, if necessary, to the Collateral.  
Each Lender agrees to act in good faith to mitigate the indemnification 
obligations of Southland pursuant to this Section 4.01, including without 
limitation, if appropriate, the assignment of its rights and obligations 
hereunder with Southland's consent to an affiliate of such Lender or to any 
other person upon Southland's reimbursing any costs and expenses incurred 
or liabilities assumed by such Lender with respect to such assignment.  In 
order to limit Southland's indemnification obligations pursuant to this 
Section 4.01, Southland shall have the right to find a willing assignee of 
a Lender's rights and obligations hereunder and such Lender shall be 
obligated to execute such assignment upon Southland's reimbursing any costs 
and expenses incurred or liabilities assumed by such Lender with respect to 
such assignment.   

                                    20

<PAGE>

     4.02.     COMPLIANCE COSTS

          (a)  If (i) compliance by any Lender with any applicable law, 
regulation or condition imposed or changed after the date of this Agreement 
on any Lender with respect to the making or maintaining of the Loans or 
obtaining funds to meet or maintain its obligations hereunder, including 
without limitation any reserve, special deposit, capital adequacy or 
similar requirement and any restraint, guideline or policy not having the 
force of law with which such Lender may comply, or (ii) any change imposed 
after the date of this Agreement in the basis of taxation of payments to 
any Lender hereunder (other than changes in the rate of tax imposed on the 
overall net income of such Lender) shall (A) increase the cost to such 
Lender of advancing or maintaining its Loan, (B) reduce any amount received 
or receivable by such Lender hereunder, or (C) reduce such Lender's return 
on capital attributable to the transactions contemplated by this Agreement, 
then such Lender shall furnish to Southland a statement of the nature and 
amount of such cost or reduction and Southland shall pay to the Paying 
Agent for the benefit of such Lender on the next succeeding Repayment Date 
such additional amounts as may be necessary to compensate such Lender for 
such additional cost or reduction.

          (b)  The obligations of Southland pursuant to this Section 4.02 
are obligations with respect to which recourse is limited to the Japanese 
Royalties and, if necessary, to the Collateral.  Each Lender shall act in 
good faith to mitigate the indemnification obligations of Southland 
pursuant to this Section 4.02, including without limitation, if 
appropriate, the assignment of its rights and obligations hereunder with 
Southland's consent to an affiliate of such Lender or to any other person 
upon Southland's reimbursing any costs and expenses incurred or liabilities 
assumed by such Lender with respect to such assignment.  In order to limit 
Southland's indemnification obligations pursuant to this Section 4.02, 
Southland shall have the right to find a willing assignee of a Lender's 
rights and obligations hereunder and such Lender shall be obligated to 
execute such assignment upon Southland's reimbursing any costs and expenses 
incurred or liabilities assumed by such Lender with respect to such 
assignment.   

     4.03.     YIELD PROTECTION PREPAYMENT

          If Southland is required to pay any amount to any Lender pursuant 
to Section 4.01 or Section 4.02, Southland shall have the right on any 
Repayment Date within 90 days of the date of such payment, upon not less 
than 30 days prior written notice to the Paying Agent and the affected 
Lender, to prepay the Loan of such Lender then outstanding in whole but not 
in part, together with accrued interest thereon.  If Southland elects to 
prepay an affected Lender, Southland shall also pay the Funding Costs of 
such Lender and the Swap Breakage Costs allocable to that portion of the 
Loans.

     4.04.     YEN AND DOLLAR TRANSACTION

          This is an international financial transaction in which (i) the 
specification of Yen and payment in Tokyo with respect to certain payments 
due hereunder and (ii) the specification of Dollars and payment in New York 
with respect to certain other payments due hereunder, are of the 

                                   21

<PAGE>

essence, and Yen and Dollars shall, respectively, be the currency of 
account and of payment with respect to such payments.  The payment 
obligations hereunder shall not be discharged by an amount paid in another 
currency or in another place, whether pursuant to a judgment or otherwise, 
to the extent that the amount so paid on prompt conversion to Yen and 
transfer to Tokyo or to Dollars and transfer to New York, as the case may 
be, under normal banking procedures does not yield the amount of Yen or 
Dollars due hereunder.  In the event that any payment, whether pursuant to 
a judgment or otherwise, upon such conversion and transfer does not result 
in payment of such amount of Yen in Tokyo or such amount of Dollars in New 
York, the Lenders shall be entitled to immediate payment of, and shall have 
a separate cause of action for, the Yen deficiency or the Dollar 
deficiency, as the case may be, in respect of the payment due to them.

5.     FEES AND EXPENSES

     5.01.     ARRANGER

          Southland shall pay to the Arranger an arrangement fee in an 
amount as separately agreed between Southland and the Arranger.  The 
arrangement fee shall be payable in Yen on the Drawdown Date and shall be 
deducted by the Paying Agent from the advance of the Loans and paid to the 
Arranger or as otherwise agreed between Southland and the Arranger.

     5.02.     AGENTS

          Southland shall pay to the Paying Agent an agency fee as 
separately agreed between Southland and the Paying Agent.  Southland shall 
pay to the Collateral Agent an agency fee as separately agreed between 
Southland and the Collateral Agent.

     5.03.     EXPENSES

          (a)  Within 30 days of the Paying Agent's invoice therefor, 
Southland shall, whether or not the Commitment is utilized, promptly 
reimburse the Agents and the Arranger for the reasonable fees and expenses 
of New York and Japanese counsel to the Agents and the Lenders and for all 
expenses of printing, communication, publicity, travel and all other out-
of-pocket expenses incurred by the Agents and the Arrangers (i) in 
connection with the negotiation, preparation and execution of this 
Agreement and the documentation required hereunder, and (ii) in connection 
with any amendments, waivers or consents relating to this Agreement or the 
transactions or any document contemplated hereby required during the term 
hereof.  Without limitation of the foregoing, Southland shall be 
responsible for payment of Japanese registration taxes in connection with 
the registration or renewal of the Japanese Trademarks pursuant to the 
Assignment of Japanese Trademarks during the term of this Agreement.

          (b)  Southland shall also reimburse the Paying Agent on demand 
for all expenses incurred by the Agents and the Arrangers (including 
without limitation the reasonable fees and expenses of New York and 
Japanese counsel and other professional advisors) (i) in the determination

                                   22

<PAGE>

of whether there has occurred a Termination Event, and (ii) in the 
administration and enforcement of this Agreement from and after the 
occurrence of such a Termination Event.  Such expenses shall be reimbursed 
whether or not they arise during the term of this Agreement and whether or 
not the Paying Agent gives Notice of such Termination Event or takes other 
action to enforce the provisions of this Agreement or any related 
documentation.  Notwithstanding the foregoing, expenses incurred in the 
enforcement of any obligation hereunder or under the Security Documents 
with respect to which recourse is limited to the Japanese Royalties and, if 
necessary, the other Collateral shall be recoverable by the Paying Agent on 
a similar limited recourse basis including interest thereon at the rate 
then applicable to the Loans pursuant to Section 2.06.

     
6.     REPRESENTATIONS AND WARRANTIES

          Southland hereby represents and warrants to the Lenders as 
follows:

     6.01.     ORGANIZATION, POWER AND AUTHORITY

          Southland is a corporation duly organized, validly existing and 
in good standing under the laws of the State of Texas and has full legal 
right, power and authority to execute, deliver and perform its obligations 
under this Agreement and each of the Security Documents.  Southland is duly 
qualified to do business and is in good standing in each jurisdiction in 
which such qualification is required by ownership of property or for the 
conduct of its business except where the failure to so qualify would not 
have or is not likely to have a material adverse effect on the ability of 
Southland to perform its obligations hereunder, under the Master Agreement 
or under any of the Security Documents. 

     6.02.     COMPLIANCE WITH LAW AND OTHER AGREEMENTS

          There is no law, regulation, decree or similar authority, no 
provision of the Articles of Incorporation or By-laws of Southland and, 
subject to the consents required pursuant to the Existing Yen Facility, no 
provision of any existing contract, agreement or instrument to which 
Southland is a party or by which any of its properties or assets is bound 
which has been or would be contravened, or which would result in the 
imposition of any mortgage, lien, charge or encumbrance on any of its 
properties or assets, by reason of the execution and delivery of this 
Agreement or any of the Security Documents or by reason of the performance 
or observance by Southland of any of the terms and conditions hereof or 
thereof.  

     6.03.     AUTHORIZATION

          The execution, delivery and performance by Southland of  this 
Agreement and each of the Security Documents have been duly authorized by 
all appropriate corporate action on the part of Southland, including 
without limitation its Board of Directors.

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<PAGE>

     6.04.     REGISTRATIONS AND APPROVALS

          All consents, approvals, licenses and authorizations of, and all 
filings and registrations with, any governmental agency or authority 
necessary for the due execution and delivery of this Agreement have been 
obtained, and all consents, approvals, licenses, authorizations, filings 
and registrations necessary for the due execution and delivery of the 
Security Documents and for the performance or enforceability hereof and 
thereof (other than the registrations of the trademark assignments 
contemplated by the Assignment of Japanese Trademarks with the Japanese 
Registry of Patents and Trademarks) shall have been obtained and shall be 
in full force and effect prior to the Drawdown Date.   

     6.05.     AGREEMENT BINDING

          This Agreement constitutes, and each of the Security Agreements 
when executed and delivered hereunder will constitute, the legal, valid and 
binding obligation of Southland or Seven-Eleven Japan (as relevant), 
enforceable in accordance with their respective terms (subject to 
applicable bankruptcy or similar laws affecting creditors' rights generally 
and to general principles of equity).  Southland's obligations under each 
of such agreements to which it is a party, other than those obligations 
with respect to which recourse is limited to the Collateral, are general 
obligations of Southland ranking PARI PASSU in priority of payment with all 
other unsubordinated obligations of Southland.

     6.06.     OTHER OBLIGATIONS

          Southland is not (i) in default in respect of any material 
indebtedness including, without limitation, under the Existing Yen Facility 
or (ii) in default under any agreement, obligation or duty to which it is a 
party or by which it or any of its properties or assets is bound which 
default would have or is likely to have a material adverse effect on the 
ability of Southland to perform its obligations under the Master Agreement, 
this Agreement or any of the Security Documents.

     6.07.     LITIGATION

          There is no pending or, to the knowledge of Southland, threatened 
legal action, arbitration or other legal or administrative proceeding to 
which Southland is a party and, to the knowledge of Southland, no pending 
or threatened legal action, arbitration or other legal or administrative 
proceeding to which Seven-Eleven Japan or any other person is a party, 
which, if adversely determined, could (i) impair the ability of Southland 
to perform any of its obligations under the Master Agreement or any of the 
Security Documents or any of the obligations of Seven-Eleven Japan under 
the Assignment of Japanese Trademarks, (ii) affect the ability of Seven-
Eleven Japan or Southland to pay or receive any amounts due under the 
Master Agreement, this Agreement or any of the Security Documents or (iii) 
affect the validity or enforceability of the Master Agreement, this 
Agreement or any of the Security Documents.

                                    24

<PAGE>

     6.08.     TAXES

          All required consolidated tax returns and reports of Southland 
and of each of its subsidiaries (if any) which is not consolidated for tax 
purposes have been timely filed and all taxes, assessments, fees and other 
governmental charges thereupon and upon their respective properties, 
assets, income and franchises have been paid when due and payable, in 
either case which tax returns and reports, if not timely filed and which 
taxes, assessments, fees and other governmental charges if not paid when 
due, would have or are likely to have a material adverse effect on 
Southland's ability to perform its obligations hereunder, under the Master 
Agreement or under any of the Security Documents or on Seven-Eleven Japan's 
ability to perform its obligations under the Assignment of Japanese 
Trademarks.  Southland has no knowledge of any proposed tax assessment 
against it or any of its subsidiaries which would have or is likely to have 
a material adverse effect upon Southland's ability to perform its 
obligations under the Master Agreement, this Agreement or any of the 
Security Documents  or on Seven-Eleven Japan's ability to perform its 
obligations under the Assignment of Japanese Trademarks.

     6.09.     ERISA

          Southland is in substantial compliance with the provisions of 
ERISA and there are no liabilities or other obligations of Southland 
thereunder which would have or are likely to have a material adverse effect 
on the ability of Southland to perform its obligations under the Master 
Agreement, this Agreement or any of the Security Documents or on Seven-
Eleven Japan's ability to perform its obligations under the Assignment of 
Japanese Trademarks.  For the purposes of this Section 6.09, the term 
"Southland" shall mean Southland, any affiliate of Southland and each trade 
or business (whether or not incorporated) which together with Southland 
would be treated as a single employer under the provisions of Title I or IV 
of ERISA.

     6.10.     INFORMATION; FINANCIAL STATEMENTS

          The information furnished by Southland in writing to the Lenders 
relating to Southland, Seven-Eleven Japan, 7-Eleven convenience store 
operations in Japan and the Master Agreement is true, complete and accurate 
in all material respects, contains no misleading statement and does not 
omit to state any material fact necessary to make the statements contained 
therein, in light of the circumstances in which they were made, not 
misleading; PROVIDED, HOWEVER, that with respect to estimates and 
projections furnished by Southland to the Lenders (including without 
limitation projected Japanese Royalties during the term of this Agreement) 
Southland represents and warrants only that such estimates and projections 
have been made in good faith in reliance upon information which Southland 
reasonably believes to be complete and accurate.  The most recent audited 
consolidated financial statements of Southland provided to the Paying Agent 
are complete and correct and accurately and fairly present the consolidated 
financial condition and results of operations of Southland as at the dates 
stated therein and for the periods then ended in accordance with generally 
accepted accounting principles in the United States, consistently applied.  
Since the date of such financial statements, there has been no material 
adverse change in the consolidated financial condition or results of 
operations of Southland except as heretofore disclosed in writing to the 
Paying Agent. 

                                  25

<PAGE>

     6.11.     SUFFICIENT CAPITAL

          Southland has sufficient capital to conduct its business and is 
able to pay its debts as they mature.

     6.12.     TRADEMARK AND OTHER RIGHTS

          Southland beneficially owns, is licensed or otherwise has the 
lawful right to use all patents, trademarks, tradenames, copyright, 
technology, know-how and processes (including, without limitation, the 
Japanese Trademarks) used in or necessary for the performance of its 
obligations under the Master Agreement and for the receipt of the Japanese 
Royalties thereunder.  To Southland's knowledge, the use of such patents, 
trademarks, tradenames, copyrights, technology, know-how and processes by 
Southland and Seven-Eleven Japan does not infringe the rights of any 
person.  Pursuant to the terms of the Master Agreement and subject to the 
terms of the Trademark Security Agreement executed in connection with the 
Existing Yen Facility, the trademarks constituting the Japanese Trademarks 
are registered in Japan in the name of Seven-Eleven Japan or Tokyo Leasing 
Co., Ltd. and are held for the benefit of Southland, and such Japanese 
Trademarks are to be assigned as security to, and provisionally registered 
in the name of, the Collateral Agent, SUBJECT AND SUBORDINATE TO THE PRIOR 
PERFECTED SECURITY INTEREST OF THE EXISTING YEN FACILITY LENDERS.  On the 
Drawdown Date none of Southland's rights with respect to the Japanese 
Trademarks will be the subject of  any assignment, pledge or other security 
interest other than the security interest in favor of the Existing Yen 
Facility Lenders and the security interest in the Japanese Trademarks 
established or to be established pursuant to the terms and conditions of 
the Security Documents.  The security interest in the Japanese Trademarks 
so established by the Security Documents shall, on the date of registration 
on the Japanese Trademark Register of the assignments contemplated by the 
Security Documents, constitute a valid second ranking perfected security 
interest in the Japanese Trademarks in accordance with Japanese law, and on 
the Existing Yen Facility Repayment Date such security interest shall 
constitute a valid first ranking perfected security interest in the 
Japanese Trademarks in accordance with Japanese Law.

     6.13.     MASTER AGREEMENT

          The copies of the agreements constituting the Master Agreement 
heretofore delivered by Southland to the Paying Agent are true and correct 
copies of such agreements as amended to date, and there exists no other 
agreement between Southland and Seven-Eleven Japan or any of their 
affiliates regarding their respective rights and obligations with respect 
to the ownership and operation of 7-Eleven convenience stores in Japan 
which could affect the performance of Southland's obligations hereunder 
(including without limitation the duration, amount or conditionality of the 
obligation of Seven-Eleven Japan to pay the Japanese Royalties).  The 
Master Agreement constitutes the legal, valid and binding obligation of the 
parties thereto, enforceable in accordance with its terms (subject to 
applicable bankruptcy, or similar laws affecting creditors' rights 
generally and to general principles of equity).  All consents, approvals, 
licenses and authorizations of, and all

                                      26

<PAGE>

filings and registrations with, any governmental agency or authority with 
respect to the Master Agreement or to the parties' performance of their 
respective obligations thereunder have been duly obtained and continue in 
full force and effect.  No event has occurred and no circumstance or 
condition exists which would entitle (or, with the giving of notice or the 
passing of time, or both, would entitle) either party to the Master 
Agreement to terminate the Master Agreement, to seek damages thereunder 
against the other party or to give notice of an event of FORCE MAJEURE.  No 
substantial dispute exists between Southland and Seven-Eleven Japan with 
respect to the Master Agreement or any of their respective rights and 
obligations thereunder or with respect to the operation of 7-Eleven 
convenience stores in Japan.

     6.14.     JAPANESE ROYALTIES

          Southland owns the Japanese Royalties free and clear of any 
adverse claim other than the security interest in favor of the Existing Yen 
Facility Lenders.  On making the Loans and subject to filing the financing 
statements referred to in Section 9.01(f), the Collateral Agent on behalf 
of the Creditors shall, in accordance with the provisions of the Security 
Documents, have a valid second ranking perfected security interest in 
Southland's rights in the Master Agreement and the Japanese Royalties 
SUBJECT AND SUBORDINATE TO THE PRIOR EXISTING FIRST PRIORITY SECURITY 
INTEREST OF THE EXISTING YEN FACILITY LENDERS.  No effective financing 
statement or other instrument similar in effect covering the Master 
Agreement or any of the Japanese Royalties or the proceeds thereof shall at 
any time on or after the Drawdown Date be on file in any relevant recording 
office except the financing statements in favor of the Existing Yen 
Facility Lenders with respect to the Existing Yen Facility and the 
financing statement in favor of the Collateral Agent for the benefit of the 
Creditors with respect to this Agreement and the Security Documents.  On 
the Existing Yen Facility Repayment Date the security interests in the 
Master Agreement and the Japanese Royalties granted pursuant to the 
Security Documents shall become first priority perfected security interests 
and no effective financing statement or other instrument similar in effect 
covering the Master Agreement or any of the Japanese Royalties or the 
proceeds thereof shall at any time be on file in any relevant recording 
office except the financing statements in favor of the Collateral Agent for 
the benefit of the Creditors with respect to this Agreement and the 
Security Documents. 

     6.15.     RECORDS

          The chief place of business and chief executive offices of 
Southland and the office at which its corporate records are kept are 2711 
North Haskell Avenue, Dallas, Texas 75204. 

7.     COVENANTS

          In addition to the other undertakings herein, Southland hereby 
covenants with the Agents and the Lenders that during the term of this 
Agreement Southland shall act as follows and shall perform the following 
obligations:

     7.01.     PERFORMANCE OF OBLIGATIONS

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<PAGE>

          Southland shall punctually pay all amounts due under this 
Agreement and the  Security Documents at the places and times and on the 
dates specified herein or therein as limited by the provisions hereof 
limiting recourse against Southland and its assets with respect to certain 
of such payments.  Southland shall perform all of its other obligations, 
undertakings and covenants under this Agreement, each of the Security 
Documents and under, and with respect to, the Master Agreement.

     7.02.     FINANCIAL STATEMENTS; OTHER INFORMATION

          Southland shall maintain an accounting system in accordance with 
generally accepted accounting principles in the United States and shall 
furnish to the Paying Agent the following:

(i)     as soon as available but not later than 120 days after the 
end of each of its fiscal years (A) a consolidated balance 
sheet and statement of earnings and changes in financial 
position of Southland and its subsidiaries as at and for 
the accounting period then ended, accompanied by a report 
thereon of  Coopers & Lybrand (or successor) or other 
independent certified public accountants of recognized 
national standing in the United States of America 
reasonably satisfactory to the Paying Agent, which report 
shall state that such financial statements fairly present 
the consolidated financial position of Southland and its 
subsidiaries as at the dates indicated in conformity with 
generally accepted accounting principles, without material 
exception or qualification relating to Southland's ability 
to perform its obligations under the Master Agreement or 
any of the Security Documents, and further stating that 
the examination by such accountants in connection with 
such financial statements has been made in accordance with 
generally accepted auditing standards, and (B) a copy of 
Southland's Annual Report on Form 10-K filed with the 
Securities and Exchange Commission for such fiscal year if 
Southland is required by the terms of the Securities 
Exchange Act of 1934 to file such report for that fiscal 
year;

        (ii)     within 5 days after receipt from Seven-Eleven Japan by 
Southland after the end  of each of Seven-Eleven Japan's 
fiscal years, a consolidated balance sheet and statement 
of earnings and changes in financial position of Seven-
Eleven Japan and its subsidiaries as at and for the 
accounting period then ended;

(iii)   as soon as available but not later than 60 days after the 
end of each fiscal quarter (other than the fourth quarter 
in each fiscal year) (A) comparable unaudited consolidated 
financial statements of Southland as at and for the 
accounting period then ended, certified as true and 
correct by the chief financial officer of Southland, and 
(B) a copy of Southland's Quarterly Report on Form 10-Q 
filed with the Securities and Exchange Commission for such 
fiscal quarter if Southland is required by the terms of 
the Securities Exchange Act of 1934 to file such report 
for such fiscal quarter;

                             28

<PAGE>

(iv)    upon receipt, (i) a copy of each report and statement of 
account submitted by Seven-Eleven Japan to Southland 
pursuant to the Master Agreement and (ii) a copy of each 
monthly report showing the amount of the Japanese 
Royalties dispensed to the Existing Yen Facility Lenders 
as payment of principal and interest under the Existing 
Yen Facility and the outstanding balance thereunder;

(v)     as soon as available but not later than 120 days after the 
end of each of its fiscal years, a statement certified by 
Southland's independent certified public accountants 
setting forth, on the basis of their audit examination of 
Southland, (A) the Japanese Royalties for such fiscal year 
payable by Seven-Eleven Japan derived on the basis of the 
statements of account provided by Seven-Eleven Japan to 
Southland pursuant to the Master Agreement and (B) actual 
payments received on account thereof;

(vi)    not later than December 15 in each year, projections 
prepared by Southland setting forth projected Japanese 
Royalties on a monthly basis for the following calendar 
year in such form and detail as the Paying Agent may 
reasonably request (it being acknowledged by the Paying 
Agent that Southland shall prepare such projections on the 
basis of the operating budgets and store growth 
projections provided by Seven-Eleven Japan pursuant to the 
Master Agreement and that Southland shall have no 
liability to the Lenders  with respect to the accuracy of 
such projections); 

      (vii)    on a semi-annual basis, a compliance report showing the 
amount of Japanese Royalties received in the New Lock Box 
Account during its two previous fiscal quarters and a 
calculation of the percentage of the New Yen Facility 
Payment Amount received during such period; and   

        (viii)  such other information respecting the business, properties, 
condition or operations, financial or otherwise, of 
Southland as the Paying Agent may from time to time 
reasonably request.  Southland shall permit 
representatives of the Paying Agent from time to time 
during Southland's normal business hours to inspect, audit 
and make copies of any and all of Southland's records.

     7.03     PERFORMANCE AND NOTICE

          Southland shall promptly give Notice to the Paying Agent of (i) 
any substantial dispute between Southland and Seven-Eleven Japan or any of 
their respective affiliates with respect to the Master Agreement, (ii) any 
substantial labor dispute of which Southland has knowledge threatening the 
continued normal business operations of Seven-Eleven Japan, (iii) any 
notice received from Seven-Eleven Japan or given by Southland to Seven-
Eleven Japan under the notice provisions of the Master Agreement, or 
received from the Existing Yen Facility Lenders or given by Southland to 
the Existing Yen Facility Lenders, including, without limitation, any 
notice regarding a default or 

                               29

<PAGE>

alleged default thereunder by any of the parties thereto or regarding the 
occurrence of an event of FORCE MAJEURE, (iv) any proposed amendment to, or 
other modification of, the Master Agreement or the agreements comprising 
the Existing Yen Facility, (v) the assertion of any claim or the 
commencement of any litigation or proceeding (whether by service of process 
or by attachment or arrest of any property or asset) against Southland or 
(upon its obtaining knowledge thereof) against Seven-Eleven Japan or any 
other person challenging the validity of the Master Agreement or the 
Japanese Trademarks or claiming that the operation of  7-Eleven convenience 
stores in Japan as contemplated by the Master Agreement constitutes an 
infringement of the trademark, tradename, copyright or other intellectual 
property rights of any person, (vi) the assertion of any claim or the 
commencement of an action under or the giving of any notice of any failure 
of performance in respect of the Existing Yen Facility;  (vii) the 
occurrence of any Termination Event or event that, with the giving of 
notice or the passing of time, or both, would constitute a Termination 
Event, or (viii) the occurrence of any condition or event which would have 
or is likely to have a material adverse effect on Southland's ability to 
perform its obligations hereunder, under the Master Agreement or under any 
of the Security Documents or, to the knowledge of Southland, on Seven-
Eleven Japan's ability to perform its obligations under the Assignment of 
Japanese Trademarks.

     7.04.     MORTGAGES; LIENS

          (a)  On and after the Drawdown Date Southland shall not create, 
assume, incur or suffer to exist, or permit to be created, assumed, 
incurred or suffered to exist, any mortgage, lien, pledge, security 
interest or other charge or encumbrance or other preferential arrangement 
of any kind upon or with respect to any part of the Collateral or any 
rights of Southland or any of its subsidiaries or affiliates relating to 
the operation of 7-Eleven convenience stores in Japan, whether now owned or 
hereafter acquired, or upon or with respect to any right to receive income, 
now or hereafter existing, in connection therewith, other than the security 
interest in favor of the Existing Yen Facility Lenders with respect to the 
Existing Yen Facility and security interests in the Collateral established 
pursuant to the terms and conditions of the Security Documents without the 
prior written consent of the Collateral Agent (which consent may be 
withheld or conditioned by the Collateral Agent in its absolute 
discretion).  For the avoidance of doubt the parties hereto confirm that 
the rights of first refusal in the Japanese Trademarks established in favor 
of Seven-Eleven Japan pursuant to the Master Agreement do not constitute a 
preferential arrangement with respect to the Japanese Trademarks which is 
violative of the provisions of this Section 7.04(a).

          (b)  On and after the Drawdown Date Southland shall not assign or 
transfer any right, title or interest of Southland in or relating to the 
Collateral or any after-acquired property which constitutes Collateral; 
PROVIDED, HOWEVER, that Southland may transfer its rights in the Japanese 
Trademarks and the Japanese Royalties to a wholly-owned subsidiary of 
Southland subject to the conditions that: (i) Southland shall have given 30 
days prior Notice of the transfer to the Agents and shall have consulted 
with and explained the business reasons for such transfer to the Agents; 
(ii) the transfer of interests shall be subject to the prior right of the 
Agents and the Creditors granted in this Agreement and the Security 
Agreements; (iii) the subsidiary shall have executed an agreement of 
assignment and assumption expressly acknowledging that the assigned rights 
are subject 

                                   30

<PAGE>

to the claims of the Agents and the Creditors pursuant to this Agreement 
and the Security Documents; and (iv) the Agents shall have received 
opinions of counsel including New York and Japanese counsel concluding 
without material qualification that the rights transferred are subject to 
the rights, interests and liens of the Collateral Agent for the benefit of 
the Creditors and that such rights may be enforced against the transferee 
to the same extent as they were enforceable against Southland prior to the 
transfer.

          (c)  If at any time during the term of this Agreement Southland 
shall acquire or otherwise come into possession of any rights not in 
existence on the date of this Agreement regarding the operation of 7-Eleven 
convenience stores in Japan (within the territorial boundaries of Japan 
existing on the date of this Agreement) which could effect in any way the 
amount of Japanese Royalties received by Southland, including without 
limitation any patents, 7-Eleven trademarks, 7-Eleven tradenames, 
copyright, technology, know-how or processes hereafter used in the 
operation of such convenience stores, Southland shall grant to the 
Collateral Agent for the benefit of the Creditors, or shall use reasonable 
efforts to cause to be granted to the Collateral Agent for the benefit of 
the Creditors, if prior to the Existing Yen Facility Termination Date, a 
valid second ranking security interest therein SUBJECT AND SUBORDINATE TO 
THE PERFECTED FIRST RANKING SECURITY INTEREST OF THE EXISTING YEN FACILITY 
LENDERS, and thereafter, a first ranking security interest therein, to 
further secure Southland's obligations hereunder on terms substantially 
similar to those set forth in the Security Documents and in any event on 
terms as to form and substance satisfactory to the Collateral Agent and its 
counsel.  In the event that the Master Agreement shall terminate while any 
portion of the Loans or accrued interest thereon remains outstanding and 
Southland shall enter into a new agreement with Seven-Eleven Japan, any of 
its affiliates or any other person for the licensing of the 7-Eleven System 
(as described in the Master Agreement) and for the operation of convenience 
stores in Japan, whether or not such convenience stores shall utilize the 
Japanese Trademarks, Southland shall grant to the Collateral Agent, or 
shall use reasonable efforts to cause to be granted to the Collateral 
Agent,  if prior to the Existing Yen Facility Termination Date, a valid 
second ranking security interest therein SUBJECT AND SUBORDINATE TO THE 
FIRST RANKING SECURITY INTEREST OF THE EXISTING YEN FACILITY LENDERS and 
thereafter a first ranking security interest therein to further secure 
Southland's obligations hereunder on terms substantially similar to those 
set forth in the Security Documents and in any event on terms as to form 
and substance satisfactory to the Collateral Agent and its counsel.

     7.05.     MAINTENANCE AND CONTINUITY OF BUSINESS

          Southland (i) shall maintain its corporate existence under and in 
material compliance with all applicable corporate and tax laws, (ii) shall 
maintain its corporate rights, privileges and franchises which are in any 
way relevant to the performance of its obligations, or the receipt of any 
benefits hereunder, under the Master Agreement and under the Security 
Documents or to the collateral security, for its obligations under this 
Agreement the Security Documents,  and (iii) shall conduct its business 
with respect to the Master Agreement, 7-Eleven convenience store operations 
in Japan and the Security Documents in material compliance with all 
applicable laws and with all regulations and governmental guidelines having 
the force of law.

     7.06.     MAINTENANCE OF GOVERNMENTAL APPROVALS

                                    31

<PAGE>

          Southland shall maintain or shall cause to be maintained in full 
force and effect all governmental consents, approvals, licenses, 
authorizations, filings and registrations obtained in connection with the 
Master Agreement, this Agreement or any of the Security Documents and shall 
take or shall cause to be taken all such additional action as may be proper 
or advisable in connection therewith.  Southland undertakes to obtain and 
to effect or to cause to be maintained and effected any new or additional 
consents, approvals, licenses, authorizations, filings and registrations as 
become necessary for the performance and enforceability of all of the terms 
and conditions of each such agreement, document and instrument.  Subject to 
its obligations under the Existing Yen Facility, Southland shall cooperate 
with the Collateral Agent to effect the assignments, filings and 
registration of the Japanese Trademarks contemplated by the Assignment of 
Japanese Trademarks.  Southland shall renew the registrations and 
assignments of the Japanese Trademarks as required by Japanese Law and the 
Master Agreement; PROVIDED, HOWEVER, that Southland shall have no liability 
hereunder for any failure by the Collateral Agent timely to effect such 
registrations or the renewals thereof.

     7.07.     TAXES

          Southland shall pay and discharge all taxes and governmental 
charges upon it or any of its properties or assets prior to the date after 
which penalties attach for failure to pay, the non-payment of which might 
have a material adverse effect upon Southland's ability to perform any of 
its obligations, or to receive any benefits, under the Master Agreement, 
this Agreement or any of the Security Documents or upon the priority of the 
security interests in the Master Agreement, the Japanese Trademarks and the 
Japanese Royalties, except to the extent that Southland shall be contesting 
in good faith its obligation to pay such taxes or charges, adequate 
reserves having been set aside for the payment thereof.  Southland shall 
make timely filings of all tax returns and governmental reports required to 
be filed or submitted under any applicable laws or regulations.

     7.08.     ERISA

          (a)  Southland shall pay and discharge promptly any liability 
imposed upon it pursuant to the provisions of Title IV of ERISA, PROVIDED, 
HOWEVER, that Southland shall not be required to pay any such liability if 
(i) the amount, applicability or validity thereof shall be diligently 
contested in good faith by appropriate proceedings, and (ii) Southland 
shall have set aside on its books reserves which, in the opinion of 
Southland's independent certified public accountants, are adequate with 
respect thereto.

          (b)  To the extent the following events may have a material 
adverse effect on Southland's ability to perform its obligations, or 
receive any benefits under, the Master Agreement, this Agreement or any of 
the Security Documents or upon the priority of the security interests in 
the Master Agreement, the Japanese Trademarks or the Japanese Royalties, 
Southland shall not (i) engage in any transaction in connection with which 
Southland could be subject to either a material civil penalty assessed 
pursuant to the provisions of Section 502 of ERISA or a material tax 
imposed under the provisions of Section 4975 of the Internal Revenue Code, 
(ii) without the prior written consent of the Paying Agent terminate any 
employee pension benefit plan (as defined in Section 3(2) of 

                               32

<PAGE>

ERISA) in a "distress termination" under Section 4041 of ERISA or take any 
other action which could result in a material liability of Southland to 
participants, beneficiaries or the Pension Benefit Guaranty Corporation, or 
(iii) fail to make payment when due of all amounts which, under the 
provisions of any employee pension benefit plan, Southland is required to 
pay as contributions thereto, or, with respect to any employee pension 
benefit plan, permit to exist any material "accumulated funding deficiency" 
(within the meaning of Section 302 of ERISA and Section 412 of the Internal 
Revenue Code), whether or not waived with respect thereto, (iv) permit the 
"amount of unfunded benefit commitments" (as defined in Section 4001(a)(18) 
of ERISA) under all employee pension benefit plans (excluding employee 
pension benefit plans with assets greater than vested benefits) to exceed 
$5,000,000, or (v) incur any liability in an aggregate amount greater than 
$5,000,000 to any multiemployer plan (as defined in Section 4001(a)(3) of 
ERISA) that Southland may be required to make under any agreement relating 
to such multiemployer plan or any law pertaining thereto.

          (c)  For the purposes of this Section 7.08, the term "Southland" 
shall mean Southland, any affiliate of Southland and each trade or business 
(whether or not incorporated) which together with Southland would be 
treated as a single employer under the provisions of Title I or IV of 
ERISA.

     7.09.     MAINTENANCE OF RECORDS

          (a)  Southland shall maintain all such records as may be 
necessary or advisable for the administration, servicing and collection of 
the Japanese Royalties by the Paying Agent (including without limitation 
duplicate records and system redundancy so as to enable the reconstruction 
of essential records in the event of any reasonably foreseeable casualty).

          (b)  Any records maintained by Southland in accordance with this 
Section 7.09 shall be held in trust for the Paying Agent, and Southland 
shall maintain the records and its other business records in a manner such 
that the Japanese Royalties are segregated from all other accounts and 
royalties and are readily identifiable.

     7.10.     PROTECTION OF SECURITY INTERESTS

          (a)  Southland shall, from time to time, do and perform any and 
all acts and execute any and all documents (including, without limitation, 
the execution, amendment or supplementation of any financing statements and 
continuation statements for filing under the provisions of the Uniform 
Commercial Code of any applicable jurisdiction and of any documents 
appropriate for filing under the provisions of applicable law) to perfect 
and protect the security interests in the Collateral in any jurisdiction in 
which the Uniform Commercial Code is not in effect, including the 
execution, amendment or supplementation of any instrument of transfer and 
the making of notations in the records as may be necessary, or as may be 
reasonably requested by the Collateral Agent, in order to effect the 
purposes of the Security Documents to protect the security interests in the 
Collateral against all persons whomsoever and to effect collection of the 
Japanese Royalties.  Southland shall cooperate with the Collateral Agent to 
effect the registrations of the Japanese Trademarks contemplated by the 
Assignment of Japanese Trademarks and to effect renewals of such 
registrations; 

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<PAGE>

PROVIDED, HOWEVER, that Southland shall have no liability hereunder for any 
failure by the Collateral Agent timely to effect such registrations or the 
renewals thereof.  Southland hereby irrevocably constitutes and appoints 
the Collateral Agent as its true and lawful attorney-in-fact, with full 
power of substitution, during the term of this Agreement to execute and 
deliver any and all documents and to do and perform any and all acts 
referred to in, or contemplated by, this Section 7.10 upon Southland's 
failure so to do in Southland's name, place and stead, Southland hereby 
ratifying and confirming all that its said attorney-in-fact shall lawfully 
do hereunder and pursuant hereto.  Southland acknowledges that its said 
attorney-in-fact shall have no duty, by virtue of this Section 7.10, to 
execute and deliver any of such documents or to do and perform any of such 
acts and that the failure of said attorney-in-fact to do so shall not 
excuse Southland of its obligations hereunder with respect to such 
documents and acts.

          (b)  Southland shall not change its name, identity or corporate 
structure (within the meaning of Section 9-402(7) of the Uniform Commercial 
Code) unless it shall have given the Collateral Agent at least 30 days' 
prior Notice thereof.

         (c)  Southland shall not relocate its chief place of business or 
its chief executive offices unless it has given the Collateral Agent at 
least 30 days' prior Notice thereof.

          (d)  To the fullest extent permitted by applicable law, the 
Collateral Agent shall be permitted to sign and file financing and 
continuation statements with respect to its interest in the Collateral and 
amendments thereto without Southland's execution  thereof.  The Collateral 
Agent shall promptly send to Southland copies of any such documents so 
signed and filed, provided that no failure by the Collateral Agent to send 
such copies to Southland shall affect the validity or effectiveness of any 
such document.

     7.11.     MASTER AGREEMENT

          (a)  Southland shall, subject to the other provisions of this 
Section 7.11, use reasonable efforts to ensure the performance by Seven-
Eleven Japan of its obligations under the Master Agreement, including 
without limitation ensuring that Seven-Eleven Japan receives timely notice 
of the Existing Yen Facility Repayment Date and its obligation to make 
timely payments of the Japanese Royalties to the New Lock Box Account.

          (b)  Southland shall not (i) amend, otherwise modify or waive the 
benefit of any of the provisions of the Master Agreement which could 
materially and adversely affect the rights and interests of the Creditors 
in the Collateral, (ii) consent to any sublicense, assignment, delegation, 
mortgage or transfer of any of Seven-Eleven Japan's rights, privileges, 
duties or obligations under the Master Agreement which could release Seven-
Eleven Japan from any material obligation thereunder, or (iii) grant any 
rebate, refund, credit or other adjustment in any month in excess of the 
Yen equivalent of $100,000 with respect to any Japanese Royalties, without 
in each such case obtaining the prior written consent of the Collateral 
Agent.

          (c)  Southland shall not exercise any right of termination under 
the Master Agreement, 

                                34

<PAGE>

consent to a termination of the Master Agreement by Seven-Eleven Japan or 
take any other enforcement action thereunder (including giving notice of 
any event of FORCE MAJEURE) without the prior written consent of the 
Collateral Agent.  The Collateral Agent hereby agrees that it will consult 
with Southland and shall give consideration to the views expressed by 
Southland (without in any way being obligated to act in accordance with 
such views) should Southland desire to exercise any such right under the 
Master Agreement.

          (d)  Southland shall give prompt Notice to the Paying Agent, 
immediately upon becoming aware thereof, that any of the Japanese Royalties 
will not be timely paid in full by Seven-Eleven Japan, and such Notice 
shall state, to the best of Southland's knowledge, the reasons such 
Japanese Royalties will not be timely paid in full.

          (e)  Upon the occurrence of a default by Seven-Eleven Japan in 
the performance of any of its obligations under the Master Agreement or the 
Assignment of Japanese Trademarks, Southland shall take such enforcement or 
remedial action under the Master Agreement with respect thereto and to the 
collection of the Japanese Royalties for the benefit of the Creditors as 
the Collateral Agent may direct.

          (f)  During the term of this Agreement, Southland shall (in 
accordance with the Seven-Eleven Japan Notice) irrevocably direct Seven-
Eleven Japan to make all payments of Japanese Royalties due under the 
Master Agreement in Yen to the New Lock Box Account after the Existing Yen 
Facility Termination Date and should Seven-Eleven Japan make any payment 
with respect to the Japanese Royalties or any Japanese Royalties directly 
to Southland rather than to the  New Lock Box Account, Southland shall hold 
such payment in trust for the Agent and shall immediately deposit such 
payment, or cause such payment to be deposited, to the New Lock Box 
Account.

     7.12.  EXISTING YEN FACILITY

          Southland shall not amend or modify any of the provisions of the 
Existing Yen Facility or any of the agreements or documents governing the 
loans thereunder or the repayment of or security for such loans if such 
amendment or modification (i) would increase the  obligations of Southland 
thereunder or the amount or duration of the loans thereunder, (ii) would 
diminish, subordinate or postpone exercise of the rights of the Creditors 
in the Collateral or (iii) could materially and adversely affect the rights 
and interests of the Creditors. 

8.     SWAP

     8.01.     THE SWAP

          The Lenders have agreed to enter this Agreement and to give their 
commitments to make the Loans for the fixed interest rate provided herein 
on the condition and subject to the concurrent execution of the Swap 
pursuant to which the Swap Provider will make floating rate payments to the 

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<PAGE>

Paying Agent as provided in the Swap in exchange for fixed rate payments 
equal to the amounts of the fixed interest payments payable by Southland 
hereunder.  Prior to the Existing Yen Facility Repayment Date the Swap 
Provider will make floating rate payments to the Paying Agent for the 
benefit of the Lenders in exchange for the accrual of the fixed rate 
payments due the Swap Provider (and interest thereon) at a fixed rate equal 
to the interest rate for the Loans hereunder, which shall be payable from 
the Japanese Royalties deposited in the New Lock Box Account after the 
Existing Yen Facility Repayment Date as provided herein and in the Swap.  
The Paying Agent has entered the Swap on the date hereof on behalf of and 
for the benefit of the Lenders.  As provided in the Swap, on each Repayment 
Date after the Expected Existing Yen Facility Repayment Date, the fixed 
rate payment specified on Schedule II for such date as interest due 
hereunder shall be paid to the Swap Provider by the Paying Agent and the 
Swap Provider shall pay to the Paying Agent, for distribution to the 
Lenders, a floating rate payment equal to the sum  of the then applicable 
Yen LIBOR plus the Margin.  The Swap provides that payments shall be made 
on a net basis, and the Lenders hereby instruct the Paying Agent to apply 
the payments received in and to make the payments from the Japanese 
Royalties paid into the New Lock Box Account in accordance with the 
provisions hereof and the Swap to fulfill the obligations of the Paying 
Agent and the Swap Provider under the Swap for payment on a net basis, as 
applicable.

     8.02.     COLLATERAL SHARING

          Southland acknowledges that the Lenders have entered into this 
Agreement on the condition and subject to the concurrent execution of the 
Swap.  In order to fulfill the condition imposed by the Lenders that they 
receive floating rate interest without the Lenders having recourse 
obligations under the Swap, Southland agrees to grant security interests in 
the Collateral to the Collateral Agent for the benefit of both the Lenders 
and the Swap Provider as contemplated by the Security Documents.  In 
reliance on the Security Documents and the Collateral Sharing Agreement and 
the grant of security interests in the Collateral for its benefit PARI 
PASSU with the Lenders, the Swap Provider has agreed to enter into the Swap 
with counterparty recourse limited to the rights to receive payments under 
this Agreement, the Security Documents, the Collateral Sharing Agreement 
and to rights of enforcement in respect of the Collateral.  The Lenders 
acknowledge that the Swap has been entered into for their benefit and 
therefore agree to enter into the Collateral Sharing Agreement and consent 
to the grant by Southland of the security interests in the Collateral to 
the Collateral Agent for the benefit of the Lenders and the Swap Provider 
on a PARI PASSU basis.

9.     CONDITIONS PRECEDENT AND SUBSEQUENT

     9.01.     CONDITIONS PRECEDENT

          The obligations of the Lenders to advance the Loans on the 
Drawdown Date are  subject to (i) the fulfillment, as determined solely by 
the Paying Agent and its counsel, of the following conditions precedent on 
the date hereof or, as to those conditions which are to be fulfilled on the 
Drawdown Date, on such date, and (ii) to the continued fulfillment of such 
conditions precedent on the Drawdown Date.

                                  36

<PAGE>

       (a)     AUTHORIZATIONS.  The Paying Agent shall have received, in 
form and substance satisfactory to it and to its counsel:

(i)     certified copies of the Articles of Incorporation of
        Southland together with a good standing certificate
        from the Secretary of State of the State of Texas, each 
        to be dated with a recent date prior to the Drawdown
        Date;

           (ii)     a copy of the By-laws of Southland, certified as of the
                    Drawdown Date by the Secretary or an Assistant
                    Secretary of Southland;

           (iii)     a copy of the resolutions of the Board of Directors of
                     Southland authorizing the execution, delivery and
                     performance of each of this Agreement and Security
                     Documents, certified as of the Drawdown Date by the
                     Secretary or an Assistant Secretary of Southland; and

           (iv)     a certificate of the Secretary or an Assistant
                    Secretary of Southland certifying as of the Drawdown
                    Date the names and specimen signatures of each person
                    duly authorized to execute and deliver this Agreement
                    and each of the Security Documents on behalf of
                    Southland and to execute any Notices, statements or
                    certificates required hereunder or thereunder.  The
                    Lenders  shall be entitled to rely on the authenticity
                    of such authorization, and Southland shall be bound by
                    the signature of any such person regardless of the
                    actual powers of such person.

       (b)     ASSIGNMENT AND SECURITY AGREEMENT.  The Collateral Agent 
shall have received the Assignment and Security Agreement SUBJECT AND 
SUBORDINATE TO THE ASSIGNMENT OF THE COLLATERAL TO THE EXISTING YEN 
FACILITY LENDERS, duly executed by Southland.

       (c)     ASSIGNMENT OF JAPANESE TRADEMARKS.  The Assignment of 
Japanese Trademarks shall have been duly executed by the parties thereto 
SUBJECT AND SUBORDINATE TO THE ASSIGNMENT OF THE COLLATERAL TO THE EXISTING 
YEN FACILITY LENDERS, and evidence satisfactory to the Collateral Agent and 
its counsel shall have been received of the registrations and filings in 
Japan contemplated by the Assignment of Japanese Trademarks.

       (d)     ASSIGNMENT OF JAPANESE ROYALTIES.  The Collateral Agent 
shall have received the Assignment of Japanese Royalties SUBJECT AND 
SUBORDINATE TO THE ASSIGNMENT OF THE COLLATERAL TO THE EXISTING YEN 
FACILITY LENDERS, duly executed by Southland.

       (e)     ASSIGNMENT OF NEW LOCK BOX ACCOUNT.  The Collateral Agent 
shall have received the Assignment of New Lock Box Account, duly executed 
by Southland.

       (f)     NOTICES OF ASSIGNMENT AND CONSENTS TO ASSIGNMENT.  The 
Collateral Agent shall have received the Notices of Assignments and the 
Consents to Assignment, which shall have been duly executed by Southland, 
Seven-Eleven Japan and Citibank, N.A., Tokyo Branch as depositary of the

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<PAGE>

New Lock Box Account, and duly notarized as required by Japanese law. 

       (g)     UNIFORM COMMERCIAL CODE REQUIREMENTS.   The Collateral Agent 
shall have received, in form and substance satisfactory to it and to its 
counsel:

                 (i)     acknowledgment copies of proper financing statements 
(Form UCC-1) as filed with the Secretary of State of 
the State of Texas, dated on or prior to the Drawdown 
Date, naming Southland as the debtor with respect to 
the Collateral and the Collateral Agent for the 
benefit of the Creditors as the secured party, and 
such other similar instruments or documents as may be 
necessary or desirable in the opinion of the 
Collateral Agent under the laws of any jurisdiction in 
order to perfect the security interests of the 
Collateral Agent for the benefit of the Creditors in 
the Collateral;

                 (ii)    certified copies of requests for information or copies 
(Form UCC-11), dated a date reasonably near to the 
Drawdown Date, or other evidence acceptable to the 
Collateral Agent listing all effective financing 
statements (including those referred to in Section 
9.01(g)(i)) which name Southland as debtor and which 
are filed in the jurisdictions in which filings are 
made pursuant to Section 9.01(g)(i), together with 
copies of such financing statements or such other 
similar instruments or documents, none of which (other 
than those filed pursuant to Section 9.01(g)(i) and 
pursuant to the Existing Yen Facility) shall cover the 
Collateral. 

       (h)     SWAP AND COLLATERAL SHARING AGREEMENT.  The Swap and the 
Collateral Sharing Agreement shall have been duly executed by the parties 
thereto.

       (i)     GOVERNMENT AND CONTRACTUAL APPROVALS.  The Paying Agent 
shall have received, in form and substance satisfactory to it and to its 
counsel:

                 (i)     certified copies of each consent, approval, license or 
authorization of, and each filing or registration 
with, any relevant government agency (if any) 
necessary in connection with the execution, delivery 
and performance of each of this Agreement and the 
Security Documents;

                 (ii)    certified copies of each consent, approval or 
authorization of any Person to which Southland is 
contractually obligated and which is, in accordance 
with the terms of such obligation, necessary in 
connection with the execution, delivery and 
performance of each of this Agreement and the Security 
Documents, including without limitation such consents 
as are required under the Existing Yen Facility.

       (j)     MASTER AGREEMENT.  The Paying Agent shall have received from 
Southland certified 

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<PAGE>

copies of each agreement constituting the Master Agreement, as amended to 
date, certified as of the Drawdown Date by the Secretary or an Assistant 
Secretary of Southland and copies of such evidence of the due authorization 
of each such agreement by Seven-Eleven Japan and the other parties thereto 
and any related legal opinions in Southland's possession which were 
obtained by Southland upon the original execution and delivery of each of 
such agreements.

       (k)     LEGAL OPINIONS.  The Paying Agent shall have received on or 
prior to the Drawdown Date:

                 (i)     the legal opinion of Bryan F. Smith, Jr., Senior Vice 
President and General Counsel of Southland, dated as 
of the Drawdown Date, substantially in the form of 
Exhibit G annexed hereto and in form and substance 
satisfactory to the Paying Agent and its counsel;

                 (ii)    the legal opinion of  Nagashima & Ohno, special 
Japanese counsel to the Agents, dated as of the 
Drawdown Date, substantially in the form of Exhibit H 
annexed hereto and in form and substance satisfactory 
to the Agents; and

                 (iii)   the legal opinion of Morgan, Lewis & Bockius, special 
New York counsel to the Agents and the Lenders, dated 
as of the Drawdown Date, substantially in the form of 
Exhibit I annexed hereto and in form and substance 
satisfactory to the Agents.

       (l)     BOOK ENTRIES.  The Paying Agent shall have established the 
Loan Registry as required by Section  2.11 and there shall be recorded in 
such Loan Registry on the Drawdown Date the record ownership interests of 
the Lenders. 

       (m)     OTHER DOCUMENTS.  The Lenders shall have received such other 
approvals, opinions and documents as the Agents may reasonably request on 
their behalf.

       (n)     REPRESENTATIONS AND WARRANTIES.  Southland's representations 
and warranties contained in this Agreement shall remain true and correct as 
of the Drawdown Date.

       (o)     NO EVENT.  No Termination Event and no Cash Reserve Event 
and no event that, with the giving of notice or the passing of time, or 
both, would constitute either a Termination Event or a Cash Reserve Event 
shall have occurred and be continuing.

     9.02.  CONDITIONS SUBSEQUENT

          Not later that 30 days following the Existing Yen Facility 
Repayment Date,  Southland shall deliver to the Collateral Agent (i) 
acknowledgment copies of Form UCC-3 evidencing recordation of the release 
by the Existing Yen Facility Lenders of their security interests in the 
Master Agreement, the Japanese Trademarks and the Japanese Royalties in 
each jurisdiction in the United 

                                 39

<PAGE>

States in which a financing statement has been filed with respect thereto 
by or on behalf of the Existing Yen Facility Lenders and (ii) copies of the 
filings and registrations contemplated by the Assignment of Japanese 
Trademarks to take place on the Existing Yen Facility Repayment Date. 

10.     TERMINATION EVENTS

     10.01.     TERMINATION EVENTS

     If any of the following events (hereinafter referred to as a 
"Termination Event") shall have occurred and be continuing:

          (a)  Southland shall fail to perform any obligation under the 
Master Agreement or there shall occur any event, circumstance or condition 
which would entitle (or, with the giving of notice or the passing of time, 
or both, would entitle) Seven-Eleven Japan to terminate the Master 
Agreement, to  damages thereunder against Southland, to give notice of an 
event of FORCE MAJEURE or to reduce any Japanese Royalties otherwise 
payable thereunder or to withhold or withdraw any intellectual property 
rights licensed under the Master Agreement;

          (b)  Southland shall fail to make any payment hereunder which 
constitutes a general obligation of Southland within 5 days of the due date 
therefor;

          (c)  Southland shall default in the performance of any agreement 
or undertaking hereunder (other than as provided in Section 10.01(a) and 
(b) above) and such default shall continue unremedied for 30 days after 
Notice thereof has been given to Southland by the Collateral Agent;

          (d)  any representation, warranty, certification or statement 
made by Southland in this Agreement or in any of the Security Documents or 
in any certificate or other document delivered pursuant to this Agreement 
or in any of the Security Documents shall prove to have been incorrect in 
any material respect when made;

          (e)  Southland shall fail to request renewal of any consent, 
approval, license or authorization or any registration or filing required 
in connection with the Master Agreement, this Agreement or any of the 
Security Documents 30 days prior to the expiration thereof or any such 
required consent, approval, license, authorization, or registration expires 
or is terminated or revoked or is modified in any manner unacceptable to 
the Collateral Agent;

          (f)  it becomes unlawful for Southland to perform any obligation 
under this Agreement, any of the Security Documents or the Master Agreement 
or for Seven-Eleven Japan to perform any obligation under the Master 
Agreement or the Assignment of Japanese Trademarks, or Southland shall seek 
to repudiate its obligations under this Agreement, any of the Security 
Documents, the Master Agreement or the Assignment of Japanese Trademarks;

          (g)  the Japanese Trademarks or any material portion thereof 
shall be determined to be 

                                    40

<PAGE>

invalid or unenforceable or there shall be commenced against Southland or 
Seven-Eleven Japan any proceeding alleging that the Japanese Trademarks or 
any material portion thereof is invalid or unenforceable or infringes the 
rights of any person and such proceeding shall not have been dismissed 
within 60 days of the filing thereof;

          (h)  Southland or any of its subsidiaries shall commence a 
voluntary case or other proceeding seeking liquidation, reorganization or 
other relief with respect to itself or its debts under any bankruptcy, 
insolvency or other similar law now or hereafter in effect or seeking the 
appointment of a trustee, receiver, or other similar official of it or any 
substantial part of its property, or shall consent to any such relief or to 
the appointment of or taking possession by any such official in an 
involuntary case or other proceeding commenced against it, or shall make a 
general assignment for the benefit of creditors, or shall fail generally to 
pay its debts as they become due, or shall take any corporate action to 
authorize any of the foregoing;

          (i)  an involuntary case or other proceeding shall be commenced 
against Southland or any of its subsidiaries seeking liquidation, 
reorganization or other relief with respect to it or its debts under any 
bankruptcy, insolvency or other similar law now or hereafter in effect or 
seeking the appointment of a trustee, receiver, or other similar official 
of it or any substantial part of its property, and such involuntary case or 
other proceeding shall remain undismissed and unstayed for a period of 60 
days, or an order for relief shall be entered against Southland or any such 
subsidiary under the federal bankruptcy laws in the United States as now or 
hereafter in effect; or

          (j)  a termination event occurs under the Existing Yen Facility 
Credit Agreement as that term is defined therein for which (i) the rights 
relating to the enforcement of collateral have been exercised pursuant to 
Section 9.02 thereof or (ii) a curative prepayment has not been made by 
Southland pursuant to Section 9.03 thereof;

          then, and in any such event,

                 (i)     if such event is a Termination Event specified in 
Section 10.01(h) or (i) above, the Commitments 
shall automatically terminate, without any notice 
to Southland or any other action by the Agents;

                 (ii)    if such an event is any other Termination Event, 
the Paying Agent may by notice to Southland 
declare the Commitments terminated, in which event 
the Commitments shall thereupon terminate; or

(iii)   the Collateral Agent may, and at the direction of 
the Majority Lenders shall, by Notice to Southland 
declare the outstanding balance of the Loans and 
all accrued and unpaid interest thereon to be 
immediately due and payable and, at any time 
thereafter, without further demand or Notice other 
than as required in the Security Documents and 
subject to the rights of the Existing Yen Facility 
Lenders, enforce the security interests in the 

                            41

<PAGE>

        Collateral or exercise any remedies provided in 
the Security Documents (subject to the right of 
first refusal of Seven-Eleven Japan).   Except for 
any amount due as a general obligation of 
Southland as provided herein, the Lenders shall 
have no right to pursue any deficiency judgment 
against Southland after the enforcement of rights 
in the Collateral, and any remaining Loans shall 
be canceled after the exhaustion of the remedies 
in respect of the Collateral.
     
     10.02.  CASH RESERVE EVENTS

          If any of the following events (hereinafter referred to as a 
"Cash Reserve Event") shall have occurred and be continuing, then 
distributions of any portion of Japanese Royalties to Southland shall be 
suspended in the manner and for the duration described below:    

          (a) Seven-Eleven Japan shall fail to make any payment due under 
the Master Agreement or Seven-Eleven Japan shall fail to perform any 
obligation under the Master Agreement or there shall occur any event, 
circumstance or condition which would entitle (or, with the giving of 
notice or the passing of time, or both, would entitle) Southland to 
terminate the Master Agreement or to withhold or withdraw any intellectual 
property rights licensed under the Master Agreement;

          (b)  Seven-Eleven Japan shall fail to request renewal of any 
consent, approval, license or authorization or any registration or filing 
required in connection with the Master Agreement or the payment of Japanese 
Royalties thereunder or any such required consent, approval, license, 
authorization, or registration expires or is terminated or revoked and such 
modification materially and adversely affects the rights of the Creditors;

          (c) Southland or Seven-Eleven Japan shall fail, with respect to 
any indebtedness in an aggregate amount in excess of $15,000,000 or its 
equivalent in any other currency (other than indebtedness under this 
Agreement), (i) to pay when due any portion of such indebtedness or any 
interest or premium thereon or (ii) to perform any agreement or instrument 
evidencing or securing or relating to any such indebtedness when required 
to be performed, if the effect of such failure is to accelerate or to 
permit the acceleration of the maturity of such indebtedness;

          (d)  any final judgment or decree for money damages or for a fine 
or penalty in excess of $5,000,000 or its equivalent in any other currency 
is entered against Southland and is not paid, discharged or fully bonded 
within 60 days;

          (e)  a Termination Event shall occur and be continuing; 

          (f)  any of the events, actions and proceedings regarding 
bankruptcy, insolvency or liquidation referred to in Sections 10.01(h) and 
(i) shall occur or otherwise become applicable to, Seven-Eleven Japan; or

          (g)  on any Repayment Date, Japanese Royalties paid into the New 
Lock Box Account since 

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<PAGE>

the prior Repayment Date, or in the case of the first Repayment Date 
following the Expected Existing Yen Facility Repayment Date, since the 
Existing Yen Facility Repayment Date, shall be in an amount which is less 
than 105% of the New Yen Facility Payment Amount for such Repayment Date; 

          then, and so long as such Cash Reserve Event shall continue and 
shall not have been  waived by the Collateral Agent with the consent of the 
Majority Lenders and the Swap Provider, or cured, as determined by the 
Collateral Agent with the consent of the Majority Lenders and the Swap 
Provider ("waived or cured"),

               (i)       if such event is a Cash Reserve Event specified in 
Section 10.02(g), then the distribution of excess 
Yen amounts received in the New Lock Box Account 
to Southland shall be suspended and no 
distributions of excess amounts shall be made to 
Southland until on any succeeding Repayment Date 
either (x) the Yen amount received is greater than 
110% of the applicable New Yen Facility Payment 
Amount for such Repayment Date, whereupon any such 
excess amount held in the New Lock Box Account 
shall be released to Southland, or (y) the amounts 
contained in the New Lock Box Account before 
distribution to the Lenders exceed 110% of the New 
Yen Facility Payment Amount for the subsequent 
Repayment Date, whereupon any amounts held in the 
New Lock Box Account before distribution to the 
Lenders in excess of 110% of the New Yen Facility 
Payment Amount for such subsequent Repayment Date 
shall be released to Southland; provided that if 
the Yen amount received on any such succeeding 
Repayment Date is less than the New Yen Facility 
Payment Amount (plus any New Yen Facility 
Cumulative Deficiency) payable on such Repayment 
Date any amount held in the New Lock Box Account 
required to cover such deficiency shall be used to 
cover such deficiency with the balance remaining 
in the New Lock Box Account for application as set 
forth above on the subsequent Repayment Date;

                (ii)    if such Cash Reserve Event is an event specified in 
Section 10.02(a), (b), (c), (d) or (e), then the 
distribution of Yen amounts received in the New 
Lock Box Account to Southland shall be suspended, 
no distributions of excess amounts of Japanese 
Royalties shall be made to Southland and such 
excess amounts retained in the New Lock Box 
Account shall be invested in Permitted Investments 
and if on any Repayment Date thereafter the Yen 
amount received is less than the New Yen Facility 
Payment Amount (plus any New Yen Facility 
Cumulative Deficiency) due on such Repayment Date, 
then any amount held in cash reserve shall be used 
to cover such deficiency; provided that if any 
such Cash Reserve Event is waived or cured, or 
upon the payment of all amounts due hereunder, any 
amounts held in cash reserve shall be released to 
Southland.

               (iii)     if such Cash Reserve Event is a Cash Reserve Event 
specified in Section 

                                         43

<PAGE>

                         10.02(f), then the distribution of Yen amounts 
shall be suspended and all amounts received in the 
New Lock Box Account shall be applied on each 
Repayment Date to the obligations respectively due 
to the Lenders and the Swap Provider in accordance 
with clauses (i) through (v) of Section 2.07(a) 
and to prepay the amount of the Loans or to pay 
Swap Breakage Cost due or to become due under the 
Swap, as the Paying Agent shall determine (pro 
rata in accordance with Section 3.02 of the 
Collateral Sharing Agreement), until the payment 
in full of all New Yen Facility Payment Amounts 
and indemnities due to the Lenders and all amounts 
of fixed rate payments and Swap Breakage Costs due 
to the Swap Provider; if any such Cash Reserve 
Event shall be waived or cured or if, with the 
consent of the Collateral Agent at the direction 
of the Majority Lenders and the Swap Provider, any 
successor,  transferee or new party shall assume 
the obligations of Seven-Eleven Japan under the 
Master Agreement or any amendment, successor 
agreement or new agreement licensing the Japanese 
Trademarks, then any amounts held in cash reserve 
shall be released to Southland.

     11.     THE AGENTS

          11.01.     PAYING AGENT.

          Each Lender hereby appoints the Paying Agent to act as its agent 
for the purposes set forth in this Agreement and the Swap and irrevocably 
authorizes the Paying Agent to exercise such powers as are specifically 
delegated to it hereunder or are reasonably incidental thereto and to take, 
or refrain from taking, such actions as agent on its behalf as are 
delegated to the Paying Agent by the terms hereof.  The Paying Agent shall 
administer all payments and shall keep the loan amount and record of all 
inflows and outflows of Japanese Royalties and all payments to the Swap 
Provider and the Lenders in respect of the Swap and the Loans at their 
respective accounts as shown on the Loan Registry maintained by the Paying 
Agent.  The Paying Agent shall maintain the Loan Registry as the book-entry 
system to record the ownership of the Loans, and the Paying Agent shall 
record all assignments and transfers of ownership of the Loans pursuant to 
an assignment as permitted hereunder.  The Paying Agent shall provide 
Southland with a complete list of record ownership from the Loan Registry.  
The Paying Agent shall give Notices to the Lenders and the Swap Provider 
from time to time as required herein and in the Collateral Sharing 
Agreement, and the Paying Agent shall process requests for any amendment or 
waiver of this Agreement or of any other agreement relating to this 
transaction for which approval of the Creditors (or a portion thereof) is 
required.  In performing its functions and duties under this Agreement, the 
Paying Agent shall act solely as agent for the Lenders and shall not assume 
nor be deemed to have assumed any obligation or relationship of agency or 
trust with Southland or any other party to an agreement relating to this 
transaction.  For the benefit of the Paying Agent, each Lender hereby makes 
each of the representations and warranties contained in subsections (i), 
(ii) and (iii) of paragraph 7 contained in the Confirmation (as defined 
therein) governing the Swap.

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<PAGE>

          11.02.     COLLATERAL AGENT.

          Each Lender hereby appoints the Collateral Agent to act as its 
agent for the purposes set forth in this Agreement, the Swap, the 
Collateral Sharing Agreement and the other Security Documents and 
irrevocably authorizes the Collateral Agent to exercise such powers as are 
specifically delegated hereunder or thereunder or are reasonably incidental 
thereto and to take, or refrain from taking, such actions as agent on its 
behalf as are delegated to the Collateral Agent by the terms hereof and 
thereof.  The Collateral Agent shall hold the Collateral and shall preserve 
and protect the interests of the Creditors in the Collateral and maintain 
records of the Collateral.  Subject to the terms and conditions of the 
Collateral Sharing Agreement, the Collateral Agent will take such action to 
enforce the rights of the Creditors in the Collateral as shall be directed 
by the Lenders (or, as applicable, the Creditors) or as may be determined 
by the Collateral Agent to be appropriate and necessary, subject to the 
other provisions of this Section 11 relating to indemnification and 
protection of the Collateral Agent for its action or its failure to act.  
In performing its functions and duties under this Agreement, the Collateral 
Agent shall act solely as agent for the Creditors and shall not assume nor 
be deemed to have assumed any obligation or relationship of agency or trust 
with Southland or any other party to an agreement relating to this 
transaction other than as expressly set forth herein or in any other 
agreement relating hereto, including the obligation assumed by the 
Collateral Agent in acting as a depositary of funds of Southland.

          11.03.     DIRECTION BY THE LENDERS.

          The Agents will, to the extent practicable under the 
circumstances, advise and consult with each Lender prior to taking action 
on behalf of the Lenders under this Agreement.  The Agents shall not take 
any action contrary to the written direction of the Majority Lenders and 
shall take any lawful action in accordance with the provisions of this 
Agreement prescribed in a written direction of the Majority Lenders.  The 
Agents may decline to take any action except upon the written direction of 
the Majority Lenders, and the Agents may obtain a ratification by the 
Majority Lenders of any action taken by either of them under this 
Agreement.  In each case, the Agents shall have no liability for any 
failure to act unless such Agent has been instructed to act by the Majority 
Lenders.  The action of the Majority Lenders shall in each case bind all of 
the Lenders.  Notwithstanding anything herein to the contrary, neither 
Agent need take any action on behalf of the Lenders unless and until it is 
indemnified to its satisfaction for any and all consequences of such 
action.

          11.04.     REIMBURSEMENT FOR EXPENSES.

          Each Lender agrees, PRO RATA to its share of the Loans, to 
reimburse the Agents for expenses incurred by the Agents in the 
arrangement, administration or enforcement of this Agreement and the 
Security Documents to the extent such expenses are not paid or reimbursed 
by Southland.  Each Agent shall promptly reimburse the Lenders PRO RATA to 
the extent such expenses are subsequently paid or reimbursed by Southland.

          11.05.     LIABILITY AND CREDIT APPRAISAL.

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<PAGE>

          Each Lender hereby represents and warrants to the Agents and the 
Arrangers that it has made its own independent credit investigation and 
appraisal of Southland and of this limited recourse transaction, and that 
it has entered into this Agreement on the basis of such independent 
appraisal and review of such documents and financial statements as it has 
deemed appropriate.  None of the Agents or the Arrangers, nor any of their 
respective officers, directors, employees or agents, shall be liable to the 
Lenders for any action taken or omitted by any of such exculpated parties 
under or in connection with this Agreement or the transactions contemplated 
hereby, except for its or their own gross negligence or wilful misconduct.  
None of the Agents or the Arrangers shall be liable for the execution, 
effectiveness, genuineness, validity or enforceability of this Agreement or 
any of the Security Documents, or any other documents or certificates 
furnished in connection with this transaction.

          11.06.     RELIANCE BY AGENTS.  

          The Agents shall be entitled to rely on any communication or 
document believed by either of them to be genuine and correct and to have 
been signed or sent by the proper person or persons, and the Agents may act 
upon the advice of counsel and other experts selected by either Agent 
concerning all matters (including its duties and responsibilities) 
pertaining to this Agreement and the transactions contemplated herein, and 
the Agents shall not be liable to any of the Lenders or to the Swap 
Provider for the consequences of such reliance.

          11.07.     INDEMNIFICATION BY LENDERS. 

          Each Lender severally agrees, PRO RATA to its share of the 
Obligations (as defined in the Collateral Sharing Agreement) then due and 
owing, to indemnify and hold the Agents and their respective officers, 
directors, employees and agents harmless from and against any and all 
liabilities, damages, judgments, proceedings, expenses and other costs of 
any kind imposed on, incurred by or asserted against any such indemnified 
person in respect of its acts or the performance of the Agents' duties 
under this Agreement, except as may arise from any such indemnified 
person's gross negligence or wilful misconduct.  Each Agent shall promptly 
reimburse the Lenders PRO RATA to the extent any such damages, expenses and 
other costs are subsequently recovered.

          11.08.     ADVANCE OF LOANS.

          Each Lender acknowledges that on the Drawdown Date, the Paying 
Agent may, unless notified by any Lender that its Loan will not be 
advanced, make available to Southland the full amount of the drawdown 
without prior confirmation of actual receipt of funds from each Lender.  In 
the event any Lender shall not make available its Commitment, such Lender 
agrees to pay to the Paying Agent the amount of the costs reasonably 
incurred in obtaining and maintaining funds to cover the deficiency and 
such Lender agrees that during the period when the cost of such funding is 
borne by another party, that party shall be entitled to the interest on the 
Loans unless and until the funding and costs of funding are paid to the 
satisfaction of the Paying Agent by the Lender which has breached its 
Commitment.  

                                46

<PAGE>

          11.09.     RIGHTS OF AGENTS. 

          Either Agent, the Arranger and any affiliate thereof may be or 
become a Lender with the same rights and powers with respect to the Loans 
as any other Lender and may exercise the same rights as though it were not 
an Agent, Arranger hereunder or an affiliate thereof.  Each Agent, or 
Arranger and each affiliate thereof may, without liability to disclose or 
account to the Lenders, engage in any kind of banking, trust or other 
business with Southland or with any other party or affiliate of any other 
party to the transactions contemplated herein.  

          11.10     PAYMENTS AND COMMUNICATIONS TO LENDERS.

          (a)     The Paying Agent shall, on the same day when received (if 
funds are timely received to make this practicable, or otherwise as 
promptly as possible), distribute to each Lender in the same currency and 
funds such Lender's share of all amounts of interest, principal and other 
amounts received by the Paying Agent for distribution to the Lenders.

          (b)     Transfers of funds by the Paying Agent to the Lenders 
shall be to the accounts Notified to the Paying Agent and recorded on the 
Loan Registry.  Account information may be changed by Notice to the Paying 
Agent, but neither Agent shall have any liability to any person if the 
Paying Agent makes payments to each Lender at the accounts for such Lender 
recorded in the Loan Registry.

          (c)     Each Agent shall provide each Creditor with copies of 
Notices and other documents or reports which it receives from Southland 
which relate to the transactions contemplated herein, and each Agent shall 
provide any Lender or the Swap Provider with a response to any request for 
a document or information promptly after such request is transmitted to 
such Agent by any Lender.  In the event that either Agent receives notice 
or obtains actual knowledge of a Termination Event or a Cash Reserve Event 
or an event which, with the giving of notice or the passing of time, or 
both, may constitute a Termination Event, such Agent shall give immediate 
Notice thereof to the Lenders and to the Swap Provider.

          (d)     The Paying Agent shall distribute to each Lender and to 
Southland on a reasonable periodic basis information relevant to it from 
the loan account maintained on the books of the Paying Agent to record the 
amounts paid and payable to the Lenders in respect of their Loan, and the 
Paying Agent shall consult with any Lender with a view toward reconciling 
to the satisfaction of such Lender any error that such Lender may bring to 
the attention of the Agent.

          11.11     AGENCY FEES AND REIMBURSEMENT.

          Each Agent shall be entitled to receive an agency fee or 
commission as provided in the separate fee arrangements referred to in 
Section 5.02 without any liability to disclose or account therefor to any 
of the other Lenders.  The Agents shall be entitled to receive 
reimbursement for their  expenses as provided in Section 5.03, without any 
liability to disclose or account therefor to any of the other Lenders.  The

                                 47

<PAGE>

Lenders acknowledge that they are not entitled to reimbursement of their 
expenses in relation to the arrangement of this transaction but only to 
expenses specifically provided to be reimbursed in Section 5.03.

          11.12.     SUCCESSOR AGENTS.

          Subject to the appointment and acceptance of a successor agent as 
provided below, either Agent may resign at any time by giving Notice to the 
Lenders and Southland.  Either Agent may be removed at any time with or 
without cause by the Majority Lenders after Notice to such Agent and the 
Swap Provider.  Prior to any such resignation or removal, the Majority 
Lenders, with the consent of Southland, may designate a successor agent to 
either the Paying Agent or the Collateral Agent.  Each successor agent 
shall be a commercial bank (or a subsidiary thereof) with a banking office 
in Tokyo (in the case of the Collateral Agent) and in Tokyo and New York 
(in the case of the Paying Agent).  Upon the acceptance of any appointment 
as Agent hereunder, a successor agent shall thereupon succeed to and become 
vested with all the rights, powers and duties of the retiring Agent 
(including entitlement to fees), and the retiring Agent shall be discharged 
from its duties and obligations.  After the retiring Agent's resignation or 
removal, the provisions of this Agreement shall continue in effect for its 
benefit in respect of any actions taken or omitted to be taken while it was 
acting as Agent hereunder.  If no successor agent shall have been appointed 
by the Majority Lenders with the consent of Southland within 30 days after 
the retiring Agent's Notice of resignation, then the retiring Agent may 
appoint a successor agent to serve until a successor shall be appointed by 
the Majority Lenders with the consent of Southland.  

          11.13.     SHARING.

          In the event that any Lender shall at any time directly receive 
from the Southland, the Swap Provider, or Seven-Eleven Japan any payment in 
violation of provisions requiring payments to be made to the New Lock Box 
Account, the Agent Account or directly to the Paying Agent for distribution 
by the Paying Agent, then such Lender shall be deemed to have received such 
payment as agent for and on behalf of the Creditors and shall immediately 
advise the Paying Agent and promptly transmit the full amount thereof to 
the Paying Agent for prompt application among the Creditors as required by 
this Agreement and the Security Documents.  This provision shall not apply 
to any amounts paid to or received or applied by a Lender in the exercise 
of legal rights provided or permitted to be exercised by a Lender hereunder 
during the continuance of any Termination Event. 

12.     LOAN ADMINISTRATION

     12.01.     TERM

          The term of this Agreement shall commence on the date first set 
forth above and shall end on the date of termination of the Commitments 
hereunder or, if later, upon the repayment of the Loans and the payment in 
full of accrued interest thereon and all other sums payable hereunder.  The 
indemnities of Southland shall survive the repayment of the Loans and the

                                 48

<PAGE>

payment of interest accrued thereon; PROVIDED, HOWEVER, that any such 
indemnity which is a limited recourse obligation of Southland shall be 
payable only from the Japanese Royalties from the date such indemnity 
obligation arises until paid in full and from the other Collateral.  

     12.02.     ENTIRE AGREEMENT

          This Agreement and the documents referred to herein constitute 
the entire agreement of the parties hereto with respect to the subject 
matter hereof and shall supersede any prior expressions of intent or 
understandings with respect to this transaction.  This Agreement may be 
amended only by an instrument in writing signed by the Collateral Agent and 
by Lenders constituting Majority Lenders; provided that the consent of all 
Lenders shall be required for any amendment or waiver which purports to (i) 
change the amount of any payment due hereunder, (ii) postpone any date for 
payment of any amount due hereunder, (iii) release or substitute any of the 
Collateral provided herein or under the Security Documents or (iv) change 
the definition of the term "Majority Lenders".  

     12.03.     WAIVER; CUMULATIVE RIGHTS

          The failure or delay of either Agent, the Lenders or any other 
person to require performance by Southland or Seven-Eleven Japan of any 
provision hereunder or of any of the Security Documents or the Master 
Agreement shall not affect its right to require performance of such 
provision unless and until such performance has been waived in writing by 
such Agent,  the Lenders or such person, as the case may be, in accordance 
with the terms hereof.  Each and every right granted to the Agents or the 
Lenders or such person hereunder or under any other document or instrument 
delivered hereunder or in connection herewith, or allowed to it at law or 
in equity, shall be cumulative and may be exercised in part or in whole 
from time to time.

     12.04.     ASSIGNMENT OF LOAN INTERESTS.

          (a)  This Agreement shall be binding upon and shall be 
enforceable by Southland,  the Agents and each Lender and their respective 
successors and permitted assigns, except that Southland shall have no right 
to assign or otherwise transfer its rights or obligations hereunder other 
than as expressly set forth in Section 7.04(b).  Each Lender acknowledges 
and agrees that (i) it will not assign or transfer any record or beneficial 
interest in its Loan except as restricted and conditioned in this Section 
and (ii) the Loan of each Lender will be evidenced only by the book-entry 
on the Loan Registry maintained by the Paying Agent so that no record 
ownership can be transferred by any instrument of assignment or by delivery 
of a Certificate of Loan Interest until and unless such transfer is 
recorded on the Loan Registry.  In this Section the successor to, or 
purchaser of, an interest in the Loans shall be referred to as a "Loan 
Assignee."

          (b)  Any assignment by a Lender of its Loan shall be an 
assignment of all of its outstanding Loan or a portion which shall be on 
the date of assignment not less than 500,000,000 yen and in increments of 
100,000,000 yen.  Each assignment of a Loan shall be effected by delivery 
to the Paying Agent of a Loan Assignment and Acceptance substantially in 
the form of Exhibit F hereto together

                                    49

<PAGE>

with a processing fee of 50,000 yen and is subject to the prior consent of 
Southland and fulfillment of the further conditions and restrictions of 
this Section.

          (c)  The assigning Lender shall execute the Loan Assignment and 
Acceptance as Assignor and the new Lender shall execute the Loan Assignment 
and Acceptance as accepting Loan Assignee.

          (d)  Prior to the proposed effective date for a Loan Assignment 
and Acceptance, a copy thereof shall be transmitted to Southland, together 
with the applicable forms referenced in Section 12.04(e), and the Paying 
Agent shall not process the proposed assignment or sale unless and until 
Southland shall consent thereto.

          (e)  Each Loan Assignee that is organized under the laws of a 
jurisdiction other than the United States, any State thereof or the 
District of Columbia a ("Non-U.S. Loan Assignee") shall provide the 
appropriate forms described in Section 4.01(d) and shall thereafter provide 
such additional forms as may be required by Section 4.01(d).  In addition, 
Southland shall not be required to pay any additional amounts under Section 
4.01 or make indemnification payments under Section 4.01 to any such Non-
U.S. Loan Assignee in respect of any Tax that would not have been imposed 
but for a failure by such Loan Assignee to deliver the forms required by 
Section 4.01; PROVIDED, HOWEVER, that a Non- U.S. Loan Assignee shall not 
be excluded from the benefit of Section 4.01 if a change of law precludes 
confirming in a substitute or successor form the matters required in the 
original form delivered hereunder.

          (f)  Upon any assignment or sale of an interest in the Loans 
becoming effective, the Paying Agent shall record the ownership interest of 
such Loan Assignee on the Loan Registry.  Thereafter the Agent shall issue 
a new Certificate of Loan Interest to such Loan Assignee.

          (g)  Each Lender may grant participations in or a portion of its 
rights and obligations under this Agreement to such persons (referred to in 
this Section as a "Participant") and on such terms as it shall agree with 
the Participant.  Each Lender agrees and undertakes with respect to the 
grant of any participations, as follows:  (i) the obligations of such 
Lender under this Agreement shall not be reduced or modified by any such 
participation; (ii) such Lender shall remain the owner of such Loan for all 
purposes of this Agreement; (iii) the Participant shall have no rights in 
respect of this Agreement as a third-party beneficiary or otherwise; (iv) 
the Participant will have no right to claim for increased costs, 
withholding taxes or other yield protection payments as such payments may 
be claimed only by Lenders pursuant to Section 4;  (v) Southland and the 
Agents shall continue to deal solely and exclusively with such Lender in 
connection with such Lender's Loan and rights under this Agreement; and 
(vi) such Lender shall not agree with any Participant that the consent, 
waiver or approval by such Lender under this Agreement will in any 
circumstances be conditioned upon the consent, waiver or approval of the 
Participant.

          (h)  Any Lender may, in connection with any assignment or 
participation or proposed assignment or participation in its Loan, disclose 
to the intended Loan Assignee or Participant any 

                                       50

<PAGE>

information relating to this transaction which is in the possession of the 
Lender provided that such intended Loan Assignee or Participant has agreed 
in writing to preserve the confidentiality of any Confidential Information 
received by it.

          (i)  Notwithstanding the restrictions on transfers of Loan 
interests hereunder, any Lender may at any time create a security interest 
or transfer an interest in all or any portion of its rights under this 
Agreement to any Federal Reserve Bank in accordance with Regulation A of 
the Board of Governors of the Federal Reserve System.

     12.05.     GOVERNING LAW.

          THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW 
YORK.

     12.06.     SUBMISSION OF JURISDICTION.

          (a)  SOUTHLAND HEREBY IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION 
OR PROCEEDING AGAINST IT OR ANY OF ITS PROPERTIES OR ASSETS WITH RESPECT TO 
ANY OF THE OBLIGATIONS ARISING HEREUNDER OR RELATING TO ANY OF THE SECURITY 
DOCUMENTS MAY BE BROUGHT IN THE TOKYO DISTRICT COURT, ANY COURT OF THE 
STATE OF NEW YORK OR ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA 
LOCATED IN THE CITY AND STATE OF NEW YORK, UNITED STATES OF AMERICA  AND BY 
EXECUTION AND DELIVERY OF THIS AGREEMENT SOUTHLAND HEREBY IRREVOCABLY 
SUBMITS TO AND ACCEPTS WITH REGARD TO ANY SUCH ACTION OR PROCEEDING, FOR 
ITSELF AND IN RESPECT OF ITS PROPERTIES AND ASSETS, GENERALLY AND 
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.  
SOUTHLAND HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS (i) KOHNO & 
CO., PRESENTLY LOCATED AT SUITE 306, NAGATA-CHO HOSO BUILDING, 2-21, 
AKASAKA 2-CHOME, MINATO-KU, TOKYO 107, JAPAN, ATTENTION: AKIRA KOHNO, AS 
ITS AGENT TO RECEIVE FOR AND ON ITS BEHALF SERVICE OF PROCESS IN JAPAN IN 
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY OF THE SOUTHLAND 
AGREEMENTS AND (ii) CT CORPORATION SYSTEM PRESENTLY LOCATED AT 1833 
BROADWAY, NEW YORK, NEW YORK AS ITS AGENT TO RECEIVE FOR AND ON ITS BEHALF 
SERVICE OF PROCESS IN THE STATE OF NEW YORK IN ANY LEGAL ACTION OR 
PROCEEDING WITH RESPECT TO ANY OF THE SOUTHLAND AGREEMENTS.  A COPY OF ANY 
SUCH PROCESS SERVED ON SUCH AGENT SHALL BE PROMPTLY FORWARDED BY AIRMAIL BY 
THE PERSON COMMENCING SUCH PROCEEDING TO SOUTHLAND AT ITS ADDRESS SET FORTH 
IN SECTION 12.09, BUT THE FAILURE OF SOUTHLAND TO RECEIVE SUCH COPY SHALL 
NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID.  SOUTHLAND 
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH ACTION 
OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED 
AIRMAIL, POSTAGE PREPAID, TO SOUTHLAND AT ITS 

                                   51

<PAGE>

ADDRESS SET FORTH IN SECTION 12.09.  THE FOREGOING, HOWEVER, SHALL NOT 
LIMIT THE RIGHTS OF THE AGENTS TO SERVE PROCESS IN ANY OTHER MANNER 
PERMITTED BY LAW OR TO BRING ANY LEGAL ACTION OR PROCEEDING OR TO OBTAIN 
EXECUTION OF JUDGMENT IN ANY JURISDICTION.

          (b)  EACH OF SOUTHLAND, THE AGENTS AND EACH LENDER HEREBY WAIVES 
ANY RIGHT IT MAY HAVE UNDER THE LAWS OF ANY JURISDICTION TO COMMENCE BY 
PUBLICATION ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT 
OR ANY OF THE SECURITY DOCUMENTS AND ANY RIGHT IT MAY HAVE TO A JURY TRIAL 
UNDER THE LAWS OF ANY JURISDICTION WITH RESPECT TO ANY LEGAL ACTION OR 
PROCEEDING REGARDING ANY OF THE SECURITY DOCUMENTS.  

          (c)  SOUTHLAND HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT 
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUIT, ACTION OR 
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE 
SECURITY DOCUMENTS IN THE STATE OF NEW YORK AND HEREBY FURTHER IRREVOCABLY 
WAIVES ANY CLAIM THAT THE STATE OF NEW YORK IS NOT A CONVENIENT FORUM FOR 
ANY SUCH SUIT, ACTION OR PROCEEDING.

     12.07.     CONFIDENTIALITY

          The Lenders shall hold all non-public information obtained from 
Southland pursuant to the requirements of this Agreement and which has been 
identified as such by Southland in accordance with the customary procedures 
of commercial banks for handling confidential information of this nature 
and in accordance with safe and sound banking practices; PROVIDED, HOWEVER, 
that each Lender may disclose any such information to any potential 
assignee or other transferee of any of its interest in the Loan pursuant to 
Section 12.04, as required or requested by any governmental authority or 
pursuant to legal process. Each Lender shall obtain from any potential 
assignee or transferee a confidentiality undertaking in favor of Southland 
on terms substantially identical to this Section 12.07.  Each Lender  and 
each such assignee or transferee shall use such non-public information only 
for the purpose of evaluating their participation in the transactions 
contemplated by this Agreement and the performance of Southland and Seven-
Eleven Japan with respect thereto, and for no other purpose whatsoever.  
Unless specifically prohibited by applicable law or court order, the 
Lenders  and each such assignee or transferee shall notify Southland of any 
request by any governmental authority (other than any such request in 
connection with an examination of the financial condition of the Agent, 
such Lender or such assignee or transferee by a governmental authority) for 
disclosure of such confidential information prior to the disclosure 
thereof.

     12.08.     NOTICES

          Any notice required or permitted to be given hereunder shall be 
in writing and shall be (i) personally delivered, (ii) transmitted by 
postage prepaid registered mail (airmail if international),

                                  52

<PAGE>

(iii) transmitted by internationally recognized courier service, or (iv) 
transmitted by  facsimile to the parties as follows, as elected by the 
party giving  such notice.



     To Southland:                The Southland Corporation
                                  2711 North Haskell Avenue - Box 711     
                                  Dallas, Texas 75221
                                  U.S.A.

                                  Phone:      (214) 828-7327
                                  Facsimile:  (214) 828-7119

                                  Attention:  Vice President and Treasurer

                                  WITH A COPY TO:
                              
                                  Southland Legal Department
                                  2711 North Haskell Avenue - Box 711 
                                  Dallas, Texas 75221
                                  U.S.A.

     To the Paying Agent          
     or the Collateral Agent:     Citibank, N.A., Tokyo Branch               
                         
                                  Citicorp Center
                                  2-3-14, 18th Floor
                                  Higashi-Shinagawa
                                  Shinagawa-Ku
                                  Tokyo, 140 Japan
                    
                                  Phone: 81-3-5462-5271   
                                  Facsimile: 81-3-5462-6336

                                  Attention: Mr. Norio Nakayasu
                         
                                  WITH A COPY TO:

                                  Morgan, Lewis & Bockius
                                  101 Park Avenue
                                  New York, New York  10178

                                  Attention:  Jonathan D. DuBois
     
                                    53

<PAGE>
               
          Except as otherwise specified herein, all notices and other 
communications shall be deemed to have been duly given on (i) the date of 
receipt if delivered personally or if transmitted by facsimile without 
confirmation of receipt, (ii) the date five days after posting if 
transmitted by mail, (iii) the date three days after delivery to the 
courier if sent by internationally recognized courier service, or (iv) the 
date of transmission with confirmation of receipt if transmitted by 
facsimile, whichever shall first occur.  Each party may change its address 
for purposes hereof by notice to the other.  All notices hereunder and all 
documents or instruments delivered in connection with this transaction 
shall be in the English language.

     12.09.     USURY

          All agreements between Southland and the Agents, whether now 
existing or hereafter arising and whether written or oral, are hereby 
expressly limited so that in no contingency or event whatsoever shall the 
amount paid, or agreed to be paid, to the Agents for the benefit of the 
Lenders for the use, forbearance or detention of the money to be loaned 
under this Agreement or otherwise or for the performance of any covenant or 
obligation contained herein or in any of the other Security Documents  
exceed the maximum amount permissible under applicable law.  If as a result 
of any circumstances whatsoever, fulfillment of any provision hereof or of 
any of the Security Documents, at the time performance of such provision 
shall be due, shall involve transcending the limit of validity prescribed 
by applicable usury law, then the obligation to be fulfilled shall be 
reduced to the limit of such validity and if, from any such circumstance, 
the Lenders shall receive interest or anything which might be deemed 
interest under applicable law which would exceed the highest lawful rate, 
such amount as would be excessive interest shall be applied to reduction of 
the Loans and not to the payment of interest, or if such excessive interest 
exceeds the Loans then outstanding, such amount shall be applied to any 
other amounts then owing to the Lenders hereunder or under any of the 
agreements under which Southland has obligations to the Lenders and 
thereafter to Southland.  All sums paid or agreed to be paid to the Agents 
for the use, forbearance or detention of the money to be loaned under this 
Agreement or otherwise or for the performance of any covenant or obligation 
contained herein or in any of the other Security Documents shall, to the 
extent permitted by applicable law, be amortized, allocated and spread 
throughout the full term of such indebtedness until payment in full of the 
Loans so that the interest on account of such indebtedness shall not exceed 
the maximum amount permitted by applicable law.  The terms and provisions 
of this Section 12.09(b) shall control and supersede every other provision 
of this Agreement and the other Security Documents.

     12.10.     COUNTERPARTS

          This Agreement may be signed in any number of counterparts.  Any 
single counterpart or a set of counterparts signed, in either case, by all 
the parties hereto shall constitute a full and original agreement for all 
purposes.

                                   54

<PAGE>

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


BORROWER:                    THE SOUTHLAND CORPORATION 


                              By:    /s/ DAVID A. URBEL                 
                                     -----------------------------
                              Name:  David A. Urbel
                              Title: Vice President and Treasurer



PAYING AGENT:                 CITIBANK, N.A., TOKYO BRANCH
         

                              By:    /s/ ROBERT MANNING              
                                     -------------------------
                              Name:  Robert Manning
                              Title: Managing Director



COLLATERAL AGENT:             CITIBANK, N.A., TOKYO BRANCH


                              By:    /s/ ROBERT MANNING              
                                     ---------------------------
                              Name:  Robert Manning
                              Title: Managing Director



LENDER:                       CITIBANK, N.A., TOKYO BRANCH


                              By:    /s/ ROBERT MANNING             
                                     ---------------------------
                              Name:  Robert Manning
                              Title: Managing Director

                                          55

<PAGE>

CO-AGENT AND               THE SAKURA BANK, LIMITED, NEW YORK
LENDER:                    BRANCH                              


                           By:    /s/ KEIJI KANAI                         
                                  --------------------------------
                           Name:  Keiji Kanai
                           Title: Vice President and Senior Manager


CO-AGENT AND               THE ASAHI BANK, LTD., NEW YORK BRANCH
LENDER:
     
                            By:    /s/ DOUGLAS E. PRICE                
                                   ----------------------------
                            Name:  Douglas E. Price
                            Title: Senior Vice President


CO-AGENT AND               CIBC, INC.
LENDER:                    

                           By:    /s/ ELIZABETH FISCHER             
                                  ------------------------------
                           Name:  Elizabeth Fischer
                           Title: Executive Director


LEAD MANAGER               THE FUJI BANK, LIMITED, HOUSTON AGENCY 
AND LENDER:               
     
                           By:    /s/ PHILIP C. LAUINGER, III          
                                  ---------------------------------
                           Name:  Philip C. Lauinger, III
                           Title: Vice President and Joint Manager


                                        56

<PAGE>


ARRANGER:                  CITICORP SECURITIES, INC.
         

                           By: /s/ FRANK J. CAVALLO           
                           Name: Frank J. Cavallo
                           Title: Vice President

                                      57

<PAGE>

                              SCHEDULE 1


LENDERS                                             COMMITMENTS        
----------------------------------------------------------------------
THE ASAHI BANK, LTD., NEW YORK BRANCH               2,700,000,000 yen

CANADIAN IMPERIAL BANK OF COMMERCE,
TOKYO BRANCH                                        2,700,000,000 yen

CITIBANK, N.A., TOKYO BRANCH                        2,700,000,000 yen

THE FUJI BANK, LIMITED, HOUSTON AGENCY              1,700,000,000 yen

THE SAKURA BANK LIMITED, NEW YORK BRANCH            2,700,000,000 yen

                                 58

<PAGE>

                                         SCHEDULE II

<TABLE>
<CAPTION>
                               THE SOUTHLAND CORPORATION
                   LIMITED RECOURSE YEN LOAN AGREEMENT AMORTIZATION SCHEDULE

                                                 Southland Payments
--------------------------------------------------------------------------------------------------------------------------
Repayment New Yen Facility                                           New Yen Facility  Seven Eleven Japan  Excess Returned
  Dates        Balance     Fixed Rate   Principal       Interest*      Payment Amount   Royalty Projections  to Southland
--------------------------------------------------------------------------------------------------------------------------
<S>        <C>             <C>       <C>              <c >             <C>              <C>               <C>   
 4/30/98  12,500,000,000  2.325%           -                -                -
10/13/98  12,500,000,000  2.325%           -                -                -
 4/12/99  12,500,000,000  2.325%           -                -                -
10/12/99  12,500,000,000  2.325%           -                -                -
 4/10/00  12,500,000,000  2.325%           -                -                -
10/11/00  12,500,000,000  2.325%           -                -                -
 4/10/01  12,500,000,000  2.325%           -                -                -
10/11/01  12,250,000,000  2.325%       250,000,000    1,038,423,213    1,288,423,213    1,743,356,730     454,933,517
 4/10/02   9,413,901,000  2.325%     2,836,099,000      141,235,788    2,977,334,788    3,382,924,887     405,590,100
 10/11/02   7,150,305,000  2.325%     2,263,596,000      110,336,078    2,373,932,078    2,695,290,615     321,358,537
 4/10/03   6,356,776,000  2.325%       793,529,000       82,439,099      875,968,099      995,178,818     119,210,719
10/14/03   5,500,754,000  2.325%       856,022,000       75,719,652      931,741,652    1,055,824,436     124,082,785
 4/12/04   4,663,534,000  2.325%       837,220,000       63,420,680      900,640,680    1,023,271,088     122,630,408
10/12/04   3,773,461,000  2.325%       890,073,000       54,362,113      944,435,113    1,072,390,553     127,955,440
 4/11/05   2,888,877,000  2.325%       884,584,000       43,505,938      928,089,938    1,054,521,545     126,431,608
10/11/05   1,934,567,000  2.325%       954,310,000       33,675,204      987,985,204    1,122,194,869     134,209,665
 4/10/06     994,864,000  2.325%       939,703,000       22,304,497      962,007,497    1,093,126,365     131,118,867
10/11/06                  2.325%       994,864,000       11,660,351    1,006,524,351    1,151,806,808     145,282,457
---------------------------------------------------------------------------------------------------------------------
Total:                               12,500,000,000    1,677,082,612   14,177,082,612   16,389,886,713   2,212,804,101
---------------------------------------------------------------------------------------------------------------------
NOTE: * The interest due on 10/11/01 is the Swap Cumulative Advance Amount
</TABLE>

<TABLE>
<CAPTION>
            Lender Payments
----------------------------------------------------
Repayment New Yen Facility                Floating
  Dates        Balance        Principal     Rate
----------------------------------------------------
<S>        <C>             <C>              <C>
 4/30/98  12,500,000,000        -          L+60
10/13/98  12,500,000,000        -          L+60
 4/12/99  12,500,000,000        -          L+60
10/12/99  12,500,000,000        -          L+60
 4/10/00  12,500,000,000        -          L+60
10/11/00  12,500,000,000        -          L+60
 4/10/01  12,500,000,000        -          L+60
10/11/01  12,250,000,000    250,000,000    L+50
 4/10/02   9,413,901,000  2,836,099,000    L+50
 10/11/02   7,150,305,000  2,263,596,000    L+50
 4/10/03   6,356,776,000    793,529,000    L+50
10/14/03   5,500,754,000    856,022,000    L+50
 4/12/04   4,663,534,000    837,220,000    L+50
10/12/04   3,773,461,000    890,073,000    L+50
 4/11/05   2,888,877,000    884,584,000    L+50
10/11/05   1,934,567,000    954,310,000    L+50
 4/10/06     994,864,000    939,703,000    L+50
10/11/06         -          994,864,000    L+50
---------------------------------------------------
Total:                    12,500,000,000
---------------------------------------------------
</TABLE>

                                            59

<PAGE>                                             

                                                   Schedule III to Secured
                                                      Yen Loan Agreement
                              

NON-NEGOTIABLE CERTIFICATE

This Certificate does not represent an
obligation of the borrower to pay under the
referenced loan agreement.  Transfer of
ownership of an interest in the referenced loans
may be made only in accordance with the
provisions of the referenced loan agreement.


                            THE SOUTHLAND CORPORATION

                                   CERTIFICATE
                                       of
                                  LOAN INTEREST


1,700,000,000 yen                                  Date: April 30, 1998


                           SECURED YEN LOAN AGREEMENT


          THIS CERTIFICATE OF LOAN INTEREST serves as evidence that as of 
the date hereof the Lender named below is the record owner of a Loan in the 
amount set forth below pursuant to that certain SECURED YEN LOAN AGREEMENT 
dated as of April 21, 1997 (as it may be amended, supplemented or otherwise 
modified from time to time, the "Loan Agreement") among THE SOUTHLAND 
CORPORATION as borrower, CITIBANK, N.A., TOKYO BRANCH as Collateral Agent 
and as Paying Agent and THE FINANCIAL INSTITUTIONS NAMED ON SCHEDULE I 
THERETO AS LENDERS.  Capitalized terms used herein and not defined herein 
shall have the meanings given to such terms in the Loan Agreement.

          This Certificate of Loan Interest is one of the Certificates of 
Loan Interest referred to in the Loan Agreement.  The transfer of record 
ownership of all or any portion of the Loan evidenced hereby is restricted 
by the terms of the Loan Agreement and may only be made pursuant to the 
transfer provisions or the procedures for auction set forth in the Loan 
Agreement and by recordation in the book-entry Loan Registry maintained by 
Citibank, N.A., Tokyo Branch, as Paying Agent.

          The Loan evidenced by this Certificate of Loan Interest is a Loan 
with interest payable at 

                                    60

<PAGE>

the rate referenced in the Loan Agreement which will be repaid in scheduled 
principal installments as provided in the Loan Agreement.  Recourse for the 
Loans is limited to recourse against the Collateral and the Loans are not 
general obligations of Southland.  Neither Southland nor the Paying Agent 
(nor the holder hereof) has any obligation to cause a notation or 
substitution of this Certificate of Loan Interest to indicate any 
repayment, prepayment or reduction in the amount owed as principal of the 
Loan.  THIS CERTIFICATE OF LOAN INTEREST REPRESENTS EVIDENCE OF RECORD 
OWNERSHIP AT THIS DATE OF A LOAN IN THE AMOUNT STATED AND DOES NOT 
REPRESENT A CLAIM OR A PROMISE TO PAY BY SOUTHLAND.


                         Loan Amount:     1,700,000,000 yen

                         Record Owner:    THE FUJI BANK, LIMITED,
                                          HOUSTON AGENCY



CITIBANK, N.A., TOKYO BRANCH,
as Paying Agent

By:
   ---------------------------------------
  Name:
  Title:


                                     61

<PAGE>

<TABLE>
<CAPTION>

                                      Schedule IV
                              JAPANESE TRADEMARKS REGISTERED
                         UNDER THE NAME OF TOKYO LEASING CO., LTD.

                         Class              Owner                  Registration No.     Registration
   Mark               * Old Class                                                          Date
<S>                   <C>                 <C>                     <C>                  <C>
7-Eleven              Class 26 *          TL Co.                  1428682               7/31/80
7-Eleven              Class 28 *          TL Co.                  2005539              12/18/87
7-Eleven              Class 29 *          TL Co.                  1521083               6/29/82
7-Eleven              Class 30 *          TL Co.                  1434180               9/29/80
7-Eleven              Class 31 *          TL Co.                  1404696               1/31/80
7-Eleven              Class 32 *          TL Co.                  1228880              10/27/76
7-Eleven              Class 33 *          TL Co.                  1235270              11/18/76
7-Eleven in Katakana  Class 28 *          TL Co.                  2713015               3/29/96
7-Eleven in Katakana  Class 26 *          TL Co.                  1660134               2/23/84
7-Eleven in Katakana  Class 29 *          TL Co.                  1480508               9/30/81
7-Eleven In Katakana  Class 30 *          TL Co.                  1528670               7/30/82
7-Eleven in Katakana  Class 31 *          TL Co.                  1491398              12/25/81
7-Eleven in Katakana  Class 33 *          TL Co.                  1473677               8/31/81
7-Eleven in Katakana  Class 1 *           TL Co.                  1547237              10/27/82
7-Eleven in Katakana  Class 3 *           TL Co.                  1622619              10/27/83

                                         62

<PAGE>

7-Eleven in Katakana  Class 13 *          TL Co.                  2078352               9/30/88
7-Eleven in Katakana  Class 19 *          TL Co.                  1988984              10/27/87
7-Eleven in Katakana  Class 21 *          TL Co.                  1768166               5/30/85
7-Eleven in Katakana  Class 24 *          TL Co.                  1938566               3/27/87
7-Eleven in Katakana  Class 25 *          TL Co.                  1745788               2/27/85
7-Eleven              Class 1 *           TL Co.                  1509432               4/30/82
7-Eleven              Class 3 *           TL Co.                  1665076               3/22/84
7-Eleven              Class 4 *           TL Co.                  1670247               3/22/84
7-Eleven              Class 13 *          TL Co.                  1575955               3/28/83
7-Eleven              Class 17 *          TL Co.                  1717953               9/26/84
7-Eleven              Class 19 *          TL Co.                  1539896               9/30/82
7-Eleven              Class 21 *          TL Co.                  1512588               5/25/82
7-Eleven              Class 24 *          TL Co.                  1578677               3/28/83
7-Eleven              Class 25 *          TL Co.                  2069145               8/29/88
7-Eleven              Class 11 *          TL Co.                  2002731              11/20/87
7-Eleven              Class 16 *          TL Co.                  1920604              12/24/86
7-Eleven              Class 1 *           TL Co.                  2060965               7/22/88
7-Eleven              Class 3 *           TL Co.                  2002985              11/20/87
7-Eleven              Class 4 *           TL Co.                  2065466               7/22/88
7-Eleven              Class 13 *          TL Co.                  2041415               4/26/88

                                             63

<PAGE>

7-Eleven              Class 19 *          TL Co.                  1990266              10/27/87
7-Eleven              Class 21 *          TL Co.                  2050239               5/26/88
7-Eleven              Class 24 *          TL Co.                  2071086               8/29/88
7-Eleven              Class 25 *          TL Co.                  2035099               3/30/88
7-Eleven              Class 16 *          TL Co.                  2034258               3/30/88
7-Eleven in Katakana  Class 16 *          TL Co.                  2147424               6/23/89
7-Eleven              Class 35            TL Co.                  3261573               2/24/97
7-Eleven              Class 36            TL Co.                  3056980               7/31/95
7-Eleven              Class 37            TL Co.                  3017345              12/22/94
7-Eleven              Class 38            TL Co.                  3004192               9/30/94
7-Eleven              Class 39            TL Co.                  3266955               3/12/97
7-Eleven              Class 40            TL Co.                  3017350              12/22/94
7-Eleven              Class 41            TL Co.                  3004958               9/30/94
7-Eleven              Class 42            TL Co.                  3201091               9/30/96
7-Eleven in Katakana  Class 35            TL Co.                  3261574               2/24/97
7-Eleven in Katakana  Class 36            TL Co.                  3182480               7/31/96
7-Eleven in Katakana  Class 37            TL Co.                  3017346              12/22/94
7-Eleven in Katakana  Class 38            TL Co.                  3017348              12/22/94
7-Eleven in Katakana  Class 39            TL Co.                  3266956               3/12/97
7-Eleven in Katakana  Class 40            TL Co.                  3017351              12/22/94

                                              64

<PAGE>

7-Eleven in Katakana  Class 42            TL Co.                  3237033              12/25/96
7-Eleven              Class 35            TL Co.                  3261575               2/24/97
7-Eleven              Class 36            TL Co.                  3182481               7/31/96
7-Eleven              Class 37            TL Co.                  3017347              12/22/94
7-Eleven              Class 38            TL Co.                  3017349              12/22/94
7-Eleven              Class 39            TL Co.                  3004193               9/30/94
7-Eleven              Class 40            TL Co.                  3017352              12/22/94
7-Eleven              Class 41            TL Co.                  3024221               2/28/95
7-Eleven              Class 42            TL Co.                  3079427              10/31/95
7-Eleven              Class 35            TL Co.                  3272542               3/12/97
7-Eleven              Class 36            TL Co.                  3315217               5/30/97
7-Eleven              Class 37            TL Co.                  3276835               4/11/97
7-Eleven              Class 38            TL Co.                  3270205               3/12/97
7-Eleven              Class 39            TL Co.                  3334004               7/25/97
7-Eleven              Class 40            TL Co.                  3270209               3/12/97
7-Eleven              Class 41            TL Co.                  3261639               2/24/97
7-Eleven              Class 42            TL Co.                  3322284               6/13/97
7-Eleven              Class 11            TL Co.                  2013752               1/26/88
7-Eleven              Class 32            TL Co.                  2697299              10/31/94
7-Eleven              Class 11            TL Co.                  2386510               3/31/92
7-Eleven              Class 28            TL Co.                  3226418              11/29/96
7-Eleven              Class 28            TL Co.                  3226419              11/29/96
7-Eleven              Class 20            TL Co.                  3249425               1/31/97

                                              65

<PAGE>

7-Eleven              Class 28            TL Co.                  3278040               4/11/97
7-Eleven              Class 25            TL Co.                  3306675               5/16/97
7-Eleven              Class 25            TL Co.                  3306676               5/16/97
7-Eleven              Class 25            TL Co.                  3306677               5/16/97
7-Eleven              Class 18            TL Co.                  3322307               6/13/97
7-Eleven              Class 20            TL Co.                  3322308               6/13/97
7-Eleven              Class 20            TL Co.                  3322309               6/13/97


                                             66

</TABLE>