Loan and Security Agreement



Borrower:                           Home office address:

FFP Operating                       2801 Glenda Avenue
Partners, L.P., a                   Fort Worth, Texas
Delaware limited                    76117-4391
partnership

Borrower's|_| Social                _ _ _ - _ _ - _ _ _ _
Security #:


[check one]
[X| Fed.                            75-2147572
Employer Tax I.D. #:
Lender:                             Address:

Franchise Mortgage                  Three American Lane
     Acceptance                     Greenwich, CT  06831
     Company, a
     Delaware
     corporation

Loan Date:February                  Facility:
__, 1999
                                    Station No. 358
                                    175 N. Elm Street
                                    Graham, TX 76450
Loan Amount:
$305,000.00

Commitment issued:
February __, 1999



Borrower's books and records maintained at:
[check one]

         |_|  Facility             |X|  Home office address
Minimum FCCR:  1.25
=================================   ================================



   THIS IS THE "Loan and Security  Agreement" (this "Agreement")  referred to in
the Secured  Promissory  Note dated today's date from the Borrower to the Lender
(the  "Note").  The Note  represents  a loan to the  Borrower  (the "Loan") made
pursuant to a Commitment issued under the Franchise Mortgage  Acceptance Company
Service Station Finance Program.

   Capitalized  terms in the box above are defined as they there  appear.  Other
capitalized  terms used in this  Agreement  have the  meanings  given to them in
Section 18.

   The Borrower agrees with the Lender as follows:

   1. LOAN.

   1.1.  Loan  Documents.  Subject to the terms of this  Agreement and the other
Loan Documents,  including the Commitment, the Lender has agreed to make, or has
made, the Loan to the Borrower.

   1.2. Disbursement Procedure.  Unless otherwise specified in the Commitment or
required by the Lender,  the Lender will  disburse  the net proceeds of the Loan
directly  to the  Borrower,  after  first  deducting  any costs,  fees and other
amounts  due as set forth in the  Commitment.  If the  Commitment  or the Lender
specifies disbursement to anyone else, the Borrower specifically  authorizes and
directs the Lender to make  disbursement  directly to the specified  payee,  and
agrees that the Borrower's  Obligations  under the Loan Documents shall continue
in full force and effect  regardless of how the specified payee applies or fails
to apply any disbursements,  and regardless of anything else which the specified
payee does or fails to do.

   1.3.  Subsequent  Modifications.  The Lender may or may not, in the  Lender's
sole discretion,  agree with the Borrower from time to time to modify, extend or
otherwise change the payment dates,  amounts,  interest rate or other provisions
of the Note or the other  Obligations,  but if so, no such change,  extension or
modification  shall  affect  in any way the  Lien or  priority  of the  security
interest granted under this Agreement.

   2. SECURITY INTEREST.

   2.1. Grant. As security for the Obligations, the Borrower grants the Lender a
security  interest in all of the Borrower's  property located at the Facility or
used primarily in connection with the Facility or any other  facilities  pledged
to the Lender under this Agreement or under any other  agreement or document now
or hereafter  executed by Borrower in favor of Lender and all of the  Borrower's
proceeds,  cash flow and rights  derived from the operation of the Facility,  in
each case  whether now owned or  subsequently  acquired or in which the Borrower
now  has  or   subsequently   may  obtain  any   interest   (collectively,   the
"Collateral"), including the Borrower's present and future:

   (i) Equipment and Inventory at the Facility;

   (ii) Accounts receivable,  bank accounts,  certificates of deposit,  contract
rights and  general  intangibles  arising  from or held in  connection  with the
operation  of the  Facility,  including  goodwill,  trademarks,  trade names and
franchise rights;

   (iii) Books and records relating to the Collateral,  including computer data;
and

   (iv) To the extent not  otherwise  included,  additions  to, and Proceeds and
products of, the foregoing.

   2.2.  Financing  Statements.  Together with this Agreement,  the Borrower has
delivered  to the Lender,  for filing in the  appropriate  jurisdictions  at the
Borrower's  expense,  UCC-1  Financing  Statements  signed  by the  Borrower  to
evidence the Lender's security interest in the Collateral.

   2.3.  First Lien.  The Lender's  security  interest in the  Collateral is and
shall always be a first priority  security  interest,  subject to no Liens other
than Permitted Liens.  The Borrower  covenants and agrees to defend the Lender's
priority security  interest in the Collateral  against the claims of every other
Person.

   3.  REPRESENTATIONS  AND  WARRANTIES OF THE BORROWER.  The Borrower makes the
following  representations  and warranties to the Lender,  knowing and intending
that the  Lender  will rely upon  them,  and  subject  to no  qualifications  or
exceptions except those (if any) expressly set forth in the attached  Disclosure
Schedule:

   3.1. Borrower Information.  The Borrower's:  (i) full legal name, (ii) social
security number or federal employer tax  identification  number,  as applicable,
(iii) mailing address and if, different, street address, and (where the Borrower
is an entity and not a natural person) (iv) type of entity and (v)  jurisdiction
of  organization,  are all correctly and  completely set forth in the box at the
beginning of this  Agreement.  During the last five (5) years,  the Borrower has
operated the Facility  only under the name shown in the box at the  beginning of
this Agreement, and has not used any trade name or other name in connection with
the Facility.

   3.2.  Existence.  If the Borrower is an entity and not a natural person,  the
Borrower is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization, and is duly qualified to do business and in
good  standing in every  jurisdiction  where the conduct of its  business or the
character of its assets makes qualification necessary.

   3.3. Authorization;  Binding Effect. The Borrower has the requisite power and
authority to carry on its business, including the operation of the Facility, and
to enter into and  perform  this  Agreement  and the other Loan  Documents.  The
Borrower's  signing,  delivery and  performance  of this Agreement and the other
Loan Documents have been duly authorized by all necessary  action,  and the Loan
Documents represent valid and binding  obligations of the Borrower,  enforceable
against the Borrower in accordance with their respective terms.

   3.4. No Conflict. The Borrower's entry into and performance of this Agreement
and the other Loan  Documents  will not  violate,  conflict  with or result in a
default under: (i) the Borrower's organizational documents (where  applicable),
or (ii) any  agreement  or  obligation  to which the  Borrower  is a party or is
subject, or (iii) any order or law to which Borrower is subject.

   3.5. No Consent Required. The Borrower does not require the consent, approval
or  authorization  of anyone else,  including any landlord,  lender or equipment
lessor or vendor, in order to incur the Obligations,  give the Lender a security
interest in the  Collateral  or otherwise  enter into and perform under the Loan
Documents.

   3.6. Financial Condition.  The Borrower is solvent and will continue to be so
after  incurring the  Obligations.  The  Borrower's  Financial  Statements  were
prepared in accordance  with the  provisions of Section 4.1, and present  fairly
the financial  position of the Borrower as of the  respective  dates and for the
respective periods shown. The Borrower has no material liabilities,  absolute or
contingent, liquidated or unliquidated, which are not reflected in the Financial
Statements.  Since the most recent  Financial  Statements,  the Borrower has not
experienced any material adverse change in financial condition or prospects,  or
any material business reversal.

   3.7.  Litigation;  Absence of Violations.  There is no lawsuit or other legal
proceeding pending or, to the Borrower's  knowledge,  threatened,  involving the
Borrower, the Facility,  the Trust Property or any Collateral,  nor is there any
basis for such a lawsuit or legal  proceeding.  The Borrower  holds all business
licenses,   environmental   permits,   certificates   of  occupancy   and  other
governmental  authorizations  and approvals  required in order to own or operate
the Facility.  The Borrower is in compliance with applicable Legal Requirements,
including  applicable   Environmental  Laws,  governing  the  Borrower  and  the
Facility,  and there are no outstanding directives or notices of violation from
any governmental agency or authority involving the Borrower,  the Facility,  the
Trust Property or any Collateral.

   3.8.  Ownership.  The Borrower has, and will  maintain,  good and  marketable
title to each  item of  Collateral,  free and clear of Liens  (except  Permitted
Liens).  Except  as may  have  been  previously  disclosed  to and  specifically
approved by the Lender in writing,  none of the Collateral is or will be subject
to any security agreement, mortgage, deed of trust, financing statement or other
Lien.

   3.9. Operations. The Borrower is the operator of record of the Facility, with
full  rights and  authority  under the Supply  Agreement  to use the  trademarks
currently in use at the Facility in connection  with the sale,  consignment  and
distribution  of  motor  fuels  and  related  operations.   The  Borrower  is  a
"franchisee"  within the meaning of the PMPA and is entitled to the benefits and
protections of the PMPA with respect to the Borrower's  occupancy and operations
at the Facility.

   3.10.  Supply  Agreement.  A true and complete copy of the Borrower's  Supply
Agreement  (with all  amendments  and  modifications)  has been  provided to the
Lender. The Supply Agreement constitutes a "franchise" within the meaning of the
PMPA and is not subject to termination,  cancellation  or nonrenewal  except in
compliance  with the PMPA.  The Supply  Agreement  is in full force and  effect.
Neither the Borrower  nor any other party to the Supply  Agreement is in default
under the Supply  Agreement,  nor is there any event or  condition  which,  with
notice or the lapse of time or both,  would  become a default  under the  Supply
Agreement.

   3.11.  Equipment/Inventory.  The  Equipment and Inventory are all kept at the
Facility.  All Equipment and Inventory are currently usable or currently salable
in the  normal  course of the  Borrower's  business.  None of the  Equipment  or
Inventory  is held by the  Borrower  on a  consignment  basis or is, or will be,
stored with a bailee, warehouseman or anywhere other than at the Facility.

   3.12.  Outstanding Debt. Except for Permitted Debt, the Borrower has no Debt.
The Borrower is not in default  under any  instrument  or agreement  relating to
Permitted Debt.

   3.13. Taxes. To date, the Borrower has filed all required federal,  state and
local tax returns, and has paid all taxes and assessments, including sales taxes
and personal property taxes, due and payable.  No tax Lien has been filed and no
tax  deficiency  has been asserted  against the  Borrower.  The  Borrower's  tax
liabilities are adequately  provided for in the Financial  Statements and in the
Borrower's books and records.

   3.14. No Broker's  Commissions.  Unless otherwise specified in the Disclosure
Schedule,  the  Borrower  has not dealt with any broker or finder in  connection
with the Loan, and no broker's or finder's fee or commission  will be payable by
reason of any actions of the Borrower. The Borrower understands and acknowledges
that unless otherwise agreed in advance by the Lender in writing,  the Borrower,
and not the  Lender,  shall be solely  responsible  for paying any  broker's  or
finder's fee or commission.  Any broker's or finder's fee or commission  payable
by the  Borrower  must be  disclosed  to and  approved by the Lender in advance,
prior to the Lender's  making the Loan. The Borrower shall  indemnify the Lender
in accordance  with Section 12 against any claim for broker's or finder's fee or
commission which under this Section 3.14 is the Borrower's responsibility.

   3.15.  Year 2000. On the basis of a  comprehensive  review and  assessment of
Borrower's  systems and  equipment,  and  inquiry  made of  Borrower's  material
suppliers, vendors, customers, and affiliates, Borrower reasonably believes that
the  Year  2000  Problem   (hereinafter   defined),   including   all  costs  of
investigation,  analysis,  testing,  and  remediation,  could not  reasonably be
expected to result in or have any  material  adverse  effect upon the  business,
financial  condition,  operations,   administration,   sales  and  acquisitions,
business  prospects,  or other  business  affairs of Borrower;  and Borrower has
developed  feasible  contingency  plans  adequate  to ensure  uninterrupted  and
unimpaired  business  operation  in the event of a failure of its own or a third
party's  systems or equipment due to the Year 2000 Problem,  including  those of
vendors,   customers  and  suppliers,  as  well  as  a  general  failure  of  or
interruption in its communications and delivery  infrastructure.  Except for any
reprogramming  referred  to above,  the  computer  systems of  Borrower  and its
affiliates  are and,  with  ordinary  course  upgrading  and  maintenance,  will
continue for the duration of the Loan to be, sufficient for the conduct of their
respective  businesses as currently  conducted.  For purposes of this Agreement,
the term "Year 2000  Problem"  means the  inability  of  computers  and computer
components,  software,  and  accessories,  as well  as  imbedded  microchips  in
non-computing devices and equipment,  to perform properly and for the purpose or
purposes  intended,  including  performance  of  date-sensitive  functions  with
respect to certain dates prior to and after December 31, 1999.

   3.16. Disclosure Schedule.  There are no exceptions or qualifications to any
of the Borrower's  representations and warranties except as expressly set forth,
if at all, in the attached Disclosure Schedule.  Neither this Agreement nor any
other Loan Document  contains a misstatement  of material fact or omits to state
any material fact necessary in order to make the Loan Documents not  misleading.
The Borrower knows of no factors that, either individually or in the aggregate,
would have or can  reasonably be expected to have a material  adverse  effect on
the Borrower's operations,  financial condition or prospects, or on the Facility
or any Collateral.
   4.  FINANCIAL  STATEMENTS  AND  INFORMATION.  While  any  Obligations  remain
outstanding, the Borrower will furnish to the Lender:

   4.1. Financial  Reports.  Within 45 days after the end of each fiscal quarter
and within 90 days after the end of each fiscal year,  Financial Statements for
the corresponding period, including a balance sheet as of the end of the period,
and income and expense and Cash Flow  statements  for the period,  all in detail
and form  satisfactory  to the Lender and providing such  comparative  data from
prior periods as the Lender shall specify.

   4.1.1. If the Borrower is a natural  person,  Financial  Statements  shall be
furnished  both for the  Facility  on a stand  alone  basis  and on a  combined,
unit-by-unit  basis for the Facility and all other  service  station  facilities
owned or operated by the  Borrower  (including  related  operations  such as car
washes,  convenience stores and other retail operations).  If the Borrower is an
entity and not a natural person, Financial Statements shall be furnished both on
a consolidated  and on a consolidating  unit- by-unit basis for the Facility and
all other facilities and operations of the Borrower.

   4.1.2.  Financial  Statements  shall be prepared in accordance  with GAAP (or
such other accounting  principles generally and customarily used in the industry
and  reasonably  acceptable  to the Lender),  consistently  applied and,  unless
audited, shall be signed by the Borrower,  where a natural person, and otherwise
by  the  Borrower's  president,  chief  financial  officer  or  equivalent.  The
signature shall  constitute a certification  that the Financial  Statements have
been so prepared and that they present fairly the Borrower's  financial position
and  results  of  operations  for the  specified  periods.  Year- end  Financial
Statements shall be prepared by an independent public accountant on (i) a review
basis,  if the  aggregate  original  principal  amount of the Loan and all other
loans or advances at any time  outstanding by the Lender and any of the Lender's
Affiliates  to the  Borrower or any  Affiliate  of the Borrower is more than $10
million, or (ii) a compilation basis, if the aggregate original principal amount
of the Loan and all  other  loans or  advances  at any time  outstanding  by the
Lender and any of the Lender's  Affiliates  to the Borrower or any  Affiliate of
the Borrower is between $5 million and $10 million.

   4.2.  Adverse Event.  As soon as the Borrower  becomes aware of it, notice of
any adverse event or condition affecting the Borrower or the Facility, including
(i) any  Default or Default  Event,  (ii) any  material  casualty  loss or other
damage to the  Facility,  (iii) any breach,  actual or alleged,  termination  or
nonrenewal of the Supply Agreement,  and (iv) any  representation or warranty in
the Loan Documents being incorrect or inaccurate in any material respect.

   4.3.  Other  Information.  Any other  financial  information  relating to the
Borrower or the operation of the Facility,  including  proof of payment of sales
taxes, which the Lender may from time to time request.

   5. FINANCIAL COVENANTS. While any Obligations remain outstanding,  and unless
the  Lender  consents  otherwise  in  writing  in  its  sole  and  nonreviewable
discretion, the Borrower covenants and agrees as follows:

   5.1.  FCCR.  The Borrower  shall at all times  maintain the Minimum  FCCR, as
specified  in  the  box at the  beginning  of  this  Agreement.  Subject  to the
foregoing  sentence,  Lender will review  compliance with the Minimum FCCR every
three months on a trailing  12-month basis, as of the end of each fiscal quarter
and as at the end of each fiscal year;  provided,  however,  if a Borrower is an
entity and has been in existence for a period of less than 12 months on the date
hereof, the 12 month measurement period shall be reduced to the number of months
in which Borrower has been in existence  until such time as Borrower has been in
existence for one year and provided  further  however,  if Borrower is a natural
person  and has  owned or  operated  the  Facility  for a period of less than 12
months on the date hereof,  the 12 month measurement  period shall be reduced to
the number of months for which Borrower has owned or operated the Facility until
such time as  Borrower  has owned or operated  the  Facility  for one year.  The
Minimum  FCCR shall be  measured  with  respect to either (i) the  Borrower as a
whole (if the  Borrower  is an entity  and not a  natural  person),  or (ii) the
Facility  and all other  service  station  facilities  owned or  operated by the
Borrower,  including related  operations such as car washes,  convenience stores
and other  retail  operations  (if the  Borrower is a natural  person and not an
entity).

   5.2. Limit on Distributions.  The Borrower shall make no Distributions unless
the actual FCCR for the Borrower for the twelve (12) months  preceding  the date
of the  proposed  Distribution  and  the  reasonably  projected  FCCR  for the
subsequent  twelve  (12)  months are and shall be at least  equal to the Minimum
FCCR as specified in the box at the beginning of this  Agreement.  If the actual
FCCR for the twelve (12) months preceding the date of the proposed  Distribution
and the reasonably  projected FCCR for the subsequent twelve (12) months are and
shall be at least  equal  to the  Minimum  FCCR,  then the  Borrower  may make a
Distribution,  but only up to the amount by which the actual FCCR for the twelve
(12) months preceding the date of the proposed  Distribution exceeds the Minimum
FCCR.

   5.3. No Consolidation or Merger.  The Borrower shall not merge or consolidate
with any other  Person,  liquidate or dissolve,  or enter into any  partnership,
joint venture, syndicate or other business combination.

   5.4.  Use of  Proceeds.  Loan  proceeds  shall  be  used  solely  for  lawful
commercial purposes as provided for in the Commitment. No loan proceeds shall be
used to acquire  or carry any  securities,  including  margin  stock,  except in
accordance with the requirements of Federal Regulations G,T,X and U.

   5.5. Guarantees. Borrower shall not enter into any Guarantees.

   6. COVENANTS REGARDING COLLATERAL.  While any Obligations remain outstanding,
and  unless  the  Lender   consents   otherwise  in  writing  in  its  sole  and
nonreviewable discretion, the Borrower covenants and agrees as follows:

   6.1.  Pay  Taxes and  Claims.  The  Borrower  will pay,  before  they  become
delinquent and before any interest or penalties accrue,  all taxes,  assessments
and governmental  levies,  and all claims which, if unpaid,  might result in the
creation of a Lien upon the Facility or any Collateral. The Borrower will timely
file all tax returns.

   6.2.  Maintain  Collateral;  Comply with Law. The Borrower will: (i) maintain
the  Facility  and  the  Collateral  in  good  operating  condition;  (ii)  keep
consistent  books  and  records  containing  full  and  correct  entries  of all
transactions;  (iii) do  everything  necessary  to stay in  existence,  keep the
Supply  Agreement  and all  franchises  in effect and maintain all  governmental
permits,  licenses and authorizations;  and (iv) comply with applicable laws and
regulations.
   6.3. Location of Records. The Borrower will keep its books and records at the
address of the Facility or at the Borrower's home office  address,  as specified
in the box at the beginning of this Agreement.  The Borrower will not change the
address  where  books and  records  are kept,  or change its name or operate the
Facility  under any name other than as set forth in the box at the  beginning of
this Agreement.

   6.4.  Location of Equipment and  Inventory.  Equipment and Inventory will be
kept only at the  Facility  and,  except for sales of  Inventory in the ordinary
course of business, shall not be removed or relocated anywhere else, but even if
removed or relocated,  all Equipment  and Inventory  will remain  subject to the
Lender's continuing, first priority security interest.

   6.5. No  Disposition.  The  Borrower  shall not sell,  transfer or otherwise
dispose of any

   Collateral,  except for sales of Inventory in the ordinary course of business
and  replacement  of  obsolete  or  worn-out  Equipment  with new  Equipment  of
equivalent  value to which the Lender's  first priority  security  interest will
likewise attach.

   6.6. Power of Attorney.  The Borrower  irrevocably  appoints the Lender, with
full power of  substitution,  as its lawful  agent and  attorney in fact to: (i)
sign and file  financing  statements  and other  documents  as the Lender  deems
necessary to evidence,  perfect or confirm the security interest granted by this
Agreement;  and (ii) file  proofs of loss  respecting  the  Collateral  with the
appropriate  insurers  and endorse in the  Borrower's  name any checks or drafts
constituting  insurance  proceeds.

   6.6.1.  Effective upon the occurrence of any Default Event, the Lender or its
designee is further authorized, as agent and attorney- in-fact for the Borrower,
to endorse the Borrower's name on checks and other  instruments  relating to the
Collateral,  to change the address where mail relating to the Collateral  should
be sent,  and generally to take such actions as may be appropriate to effectuate
the Lender's remedies.

   6.6.2.  The powers of attorney  granted to the Lender in this  Agreement  are
coupled with an interest and are  irrevocable so long as this Agreement  remains
in  force.  In  exercising  any  power  of  attorney  granted  pursuant  to this
Agreement, neither the Lender nor its designee shall be held liable for any acts
or  omissions  or for any error of judgment or mistake.  However,  the  Lender's
powers of attorney do not and shall not be construed to authorize any confession
of  judgment.  Any Person  shall be entitled to rely on the  provisions  of this
Agreement as conclusive  evidence that the Lender holds a continuing,  valid and
binding power-of-attorney from the Borrower.

   6.7. Inspection.  The Lender shall have the right to inspect the Facility and
the Collateral,  to examine the Borrower's books and records,  to make copies at
the Borrower's expense,  and to discuss the Borrower's business and affairs with
the Borrower's  officers,  employees,  any outside  management firm,  advisor or
consultant and the Borrower's  accountants (all of whose fees and expenses shall
be paid by the Borrower).

   6.8.  Supply  Agreement.  The  Borrower  shall at all times  keep the  Supply
Agreement in good  standing and in full force and effect,  and shall not make or
agree to any material  modification of the Supply Agreement.  The Borrower shall
fully  comply,  at the  Borrower's  own cost and expense,  with the terms of the
Supply  Agreement and shall  promptly  notify Lender of any adverse  development
with regard to the Supply Agreement, including any claim of breach of or default
under,  or threat of nonrenewal or termination  of, or litigation  involving the
Supply Agreement. The Borrower shall provide the Lender with proof of the Supply
Agreement's  renewal at least  thirty (30) days' prior to the stated  expiration
date of the then current term of the Supply Agreement,  and upon each renewal or
modification  of the  Supply  Agreement  shall  deliver to the Lender an updated
copy, certified by the Borrower as true and complete, of the Supply Agreement as
so renewed or modified.

   6.9. Standard of Care. Except to the extent,  if any,  otherwise  required by
the UCC or other  applicable  law which by its express terms cannot be modified,
waived or excused,  the  Lender's  sole duty with respect to  Collateral  in its
possession  (whether before or after a Default or Default Event) is to deal with
the  Collateral  in the same manner as the Lender  deals with the  Lender's  own
similar  property.  The Borrower agrees that this standard of care is reasonable
and  appropriate  under  the  circumstances,  and  that the  Lender  will not be
responsible  for any  shortage,  discrepancy,  damage,  loss or  destruction  of
Collateral, wherever located, regardless of cause.

   6.10   Notices.   Borrower   shall   provide   Lender   with  copies  of  all
correspondence, notices and documents relating to a default or potential default
under any real property Lease, if any, within  twenty-four  (24) hours after any
Borrower's receipt thereof.


   7. ENVIRONMENTAL MATTERS.

   7.1. Environmental Covenants. The Borrower represents, warrants and covenants
as follows:

   7.1.1. All answers and information  supplied to the Lender by or on behalf of
the Borrower in response to the Lender's  "Environmental  Questionnaire" are and
remain  true,  accurate  and  complete in all  respects,  and do not contain any
misstatement  of fact or omit to state any fact  necessary in order to make them
not misleading.

   7.1.2. There are no outstanding citations,  directives,  notices or orders of
violation or  noncompliance  with applicable  Environmental  Laws or other Legal
Requirements  issued to the Borrower or with respect to the  Facility,  nor does
there exist any condition which, if known to the appropriate authorities,  could
result in the issuance of any such citation, directive, notice or order. Neither
the  Borrower  nor any  Affiliate of the Borrower has ever been the subject of a
notice  under  the  citizen  suit  provision  of any  Environmental  Law or of a
complaint,  claim or other  notice  alleging  violation of  Environmental  Laws,
whether  with  respect to the  Facility or  elsewhere,  nor has any of them ever
caused, been held responsible for, or been alleged by any governmental authority
or other  Person to have been  responsible  for,  any  release or  discharge  of
Hazardous  Materials in violation of Environmental Laws, whether with respect to
the Facility or elsewhere.

   7.1.3. The Borrower shall not process,  manufacture,  store (except in strict
compliance with Section 7.1.4), treat, spill, leak, discharge, use or dispose of
any Hazardous Materials of any kind on or from the Facility nor permit any other
Person to do so,  other than the storage and  dispensing  of gasoline  and other
motor vehicle fuels and the storage (in proper  containers and under appropriate
conditions) and use in the ordinary  course of normal  quantities of lubricants,
oils and  cleaning  products  for  servicing  motor  vehicles;  in each  case as
necessary for the proper  day-to-day  operations and maintenance of the Facility
and  all  of  which  shall  be  in  strict   compliance  with  applicable  Legal
Requirements,  manufacturers'  and installers'  guidelines and sound  management
practices.   The  Borrower  shall  comply  with  all  applicable   labeling  and
notification  requirements in the use of such materials,  including  maintaining
MSDS  materials  and  complying  with worker  "right to know" and similar  Legal
Requirements.

   7.1.4. The Borrower shall be responsible,  at its sole cost and expense,  for
complying with all applicable  Legal  Requirements  and insurance  requirements,
including  registration,   record-keeping,   monitoring,  inspection,  financial
assurance and upgrading  requirements  for all  underground  storage  tanks.  No
underground storage tank has been, or shall be, installed, renovated, removed or
decommissioned  except in compliance  with  applicable  Legal  Requirements  and
pursuant  to  an  approved   permit  or  closure   plan,   which  shall  include
post-excavation  sampling to confirm the absence of soil or groundwater  impacts
from  Hazardous  Materials.  At the  Lender's  request  (but not more often than
annually,  unless Legal Requirements specify a greater frequency),  the Borrower
shall  cause the  underground  storage  tanks to be  tested  for  tightness  and
integrity by any approved  method  specified by the Lender.  The Borrower  shall
maintain,  by way of tank  insurance,  surety bond,  letter of credit,  proof of
coverage  eligibility under the State's leaking  underground  storage tank trust
fund (if solvent) or such other method and in such amount as shall be prescribed
or approved by the Lender  from time to time (and which  initially  shall be for
not less than $1,000,000 per occurrence),  evidence of financial  responsibility
in the event of any  leakage,  unpermitted  discharge  or other  failure  of the
Facility's  underground  storage  tanks  to  be  in  full  compliance  with  all
applicable Legal Requirements.

   7.1.5.  The Lender  reserves the right (but never assumes the  obligation) to
cause an  environmental  audit or Phase I or Phase II assessment of the Facility
to be  conducted on written  notice to the  Borrower in the event of  reasonable
concern  on the part of the Lender  regarding  environmental  conditions  at the
Facility,  or following any  environmental  incident referred to in Section 7.2,
the cost of which  shall in each case be paid by the  Borrower.  The  Lender may
require the Borrower to correct or mitigate, at the Borrower's cost and expense,
any unsatisfactory conditions disclosed by such audit or assessment.

   7.2.  Notice of  Environmental  Incident.  If the Borrower  becomes  aware or
receives notice of: (i) any event or condition  involving the spill,  discharge,
leakage,  improper  storage,  improper  disposal  or  need  for  cleanup  of any
Hazardous Materials at or about or emanating from any of the Trust Property;  or
(ii) any complaint,  order,  directive,  citation or other notice with regard to
the alleged  violation  of any  Environmental  Law or  otherwise  involving  air
emissions,  water quality,  noise emissions,  sanitation,  hazardous discharges,
excessive  exposure levels or any other  environmental,  health or safety matter
affecting  the  Borrower,  any  Affiliate of the Borrower or the  Facility,  the
Borrower shall immediately notify the Lender, and shall promptly comply with all
applicable Legal Requirements.

   7.3.  Lender's  Rights.  Unless  immediately  resolved by the Borrower to the
Lender's reasonable satisfaction, the Lender shall have the right (but never the
obligation),  without  limiting  any of the  Lender's  other rights and remedies
under this Agreement and the other Loan Documents,  to take or cause to be taken
such actions reasonably  determined to be necessary or advisable to respond to a
release  or  threatened  release  of any  Hazardous  Material  from or onto  the
Facility  or  effect  compliance  with any  applicable  Environmental  Law.  All
reasonable  costs and  expenses  incurred by or on behalf of the Lender in doing
so, including but not limited to attorneys' fees and environmental  consultants'
and  contractors'  fees, shall be secured by this Agreement and shall be payable
by the Borrower upon demand, together with interest at the Default Rate from the
date when  incurred by the Lender until the date when paid or reimbursed in full
by the Borrower.

   7.4.  Indemnification.  The Borrower  shall  indemnify,  defend (with counsel
satisfactory  to the  Lender),  protect  and hold  harmless  the  Facility,  the
Collateral,   the  Lender  and  the  other  Indemnitees  against  all  liability
(including liability in tort or contract,  whether strict or otherwise),  damage
(whether  direct,  indirect,  consequential,  punitive,  incidental,  special or
otherwise), obligation, loss, penalty, fine, claim, lawsuit or other proceeding,
costs,  disbursements  and expenses  (including  cleanup costs,  response costs,
accounting,  consulting and engineering  fees, and reasonable  attorneys'  fees)
directly or indirectly arising from or in connection with any matter referred to
in  Section  7.2,  or  any  violation  of  Environmental  Laws  or  other  Legal
Requirements with respect to the Facility, the Borrower, or any Affiliate of the
Borrower, or incurred by the Lender pursuant to Section 7.3 or otherwise of this
Agreement.  This  indemnification   obligation  will  survive  any  termination,
discharge or cancellation  of this  Agreement,  and is in addition to and not in
derogation  or in lieu of any other  indemnification  obligations  under  this
Agreement, the Note, the Indenture or any other Loan Document.

   8. INSURANCE.

   8.1. Coverages Required.  The Borrower shall, at its own cost and expense, at
all times maintain the following insurance with respect to the Facility:

   8.1.1.   Comprehensive   general  public   liability   insurance   (including
contractual liability and motor vehicle coverage) covering all claims for bodily
injury,  including  death,  and property  damage  occurring  on, in or about the
Facility or otherwise  associated  with  Borrower's  operations at the Facility,
with a combined single limit of no less than $1,000,000 per occurrence.

   8.1.2. "All risk" extended coverage property insurance against loss or damage
to the tangible  Collateral and the  Improvements  from fire or any other cause,
including  vandalism and malicious  mischief,  for one hundred percent (100%) of
the full replacement value.

   8.1.3.  Business  interruption  insurance covering at least six (6) months of
operating costs and expenses,  including debt service for the Loan and all other
financing costs.

   8.1.4.  If any of the  Improvements  at the  Facility  are  located  within a
designated   flood  hazard  area,   federal  flood  hazard  insurance  for  such
Improvements in the maximum amount obtainable.

   8.1.5.  Builder's risk insurance covering  Improvements during  construction,
restoration or renovation.

   8.1.6.  Workers  compensation   insurance  covering  all  of  the  Borrower's
employees.

   8.1.7.  Tank  insurance  in such  amounts and  covering  such risks as may be
required by the Lender at any time.

   8.1.8. Such other insurance as may, from time to time, be reasonably required
by the Lender  against the same or other  risks.  The Lender also  reserves  the
right to require,  but not more often than once every twelve (12) months (except
in the event of a change in the nature or scope of the Borrower's operations, or
upon the construction or installation of additional Improvements), an adjustment
in the amount or nature of the liability  coverage or other  insurance  coverage
required to be maintained by the Borrower, as the Lender deems advisable to take
into account changes in market conditions,  inflation rates,  insurance policies
and  prudent  lending  practices  observed by  institutional  lenders or program
lenders generally. The Borrower shall promptly comply with any such adjustment.

   8.2. Policy  Requirements.  The insurance  coverage required to be maintained
pursuant to Section 8.1 must meet the following requirements:

   8.2.1.  All policies  shall be issued by  financially  sound and  responsible
insurance  carriers  authorized  to do  business in the  jurisdiction  where the
Facility is located and  reasonably  acceptable to the Lender.  Certificates  of
coverage on the ACORD or  comparable  form issued by a broker shall be delivered
to the Lender  concurrently  with the execution and delivery of this  Agreement,
together with paid receipts  confirming  that premiums have been paid in full in
advance for the next  quarterly,  semiannual or annual (as  applicable)  payment
period.  Thereafter,  renewal or replacement certificates,  or other evidence of
renewal  satisfactory  to the Lender,  shall be delivered to the Lender not less
than thirty (30) days before the expiration  date of the policy being renewed or
replaced.

   8.2.2.  All policies  shall  contain (i) an  endorsement  or agreement by the
insurer that any loss will be paid to the Lender in accordance with the terms of
the  policy,  notwithstanding  any  act or  negligence  of the  Borrower  or the
Borrower's  agents or  representatives  that might otherwise result in denial or
forfeiture of coverage,  and (ii) an agreement by the insurer waiving all rights
of recovery, set-off or counterclaim against the Lender by way of subrogation or
otherwise.  All policies must  unconditionally  provide for at least thirty (30)
days' prior written notice to the Lender of cancellation, nonrenewal or material
amendment  (including  any  reduction  in the scope or limits of coverage or any
increase  in  deductible  amounts).  If any  coverage  required  by Section  8.1
expires,  is withdrawn or lapses for any reason, the Borrower shall immediately,
and in any event prior to the  expiration,  withdrawal  or lapse taking  effect,
obtain   replacement   coverage  at  the  Borrower's   sole  cost  and  expense.
Alternatively,  the Lender shall have the right in its sole  discretion (but not
the obligation),  upon receiving notice of any impending lapse,  cancellation or
non-renewal of coverage,  to obtain  replacement  coverage in some or all of the
amounts and against  any or all of the risks as required  under this  Agreement.
All  costs  and  expenses  incurred  by the  Lender in doing so shall be paid or
reimbursed by the Borrower  immediately  upon demand,  together with interest at
the Default  Rate,  and until repaid shall  constitute  part of the  Obligations
secured by the lien and security interest of this Agreement and the Indenture.

   8.2.3.  Liability  policies shall designate the Lender or its designee(s) and
their  respective  successors and assigns as additional  named  insured(s).  All
other  policies  shall  designate  the  Lender  or  its  designee(s)  and  their
respective  successors  and  assigns  as  loss  payee(s)  with  respect  to  the
Collateral and all business interruption  coverage, and shall contain a standard
non-contributory  form  first  mortgagee  endorsement,  entitling  the Lender to
collect all proceeds, together with a standard waiver of subrogation endorsement
in form and substance reasonably satisfactory to the Lender.

   8.2.4. All policies shall be written as primary policies, not as contributing
with or in excess of any  other  coverage  which the  Borrower  may  carry,  and
without any  coinsurance  provisions.  The Borrower shall not maintain  separate
insurance  which is concurrent in form or kind or  contributory  in the event of
loss with any insurance required pursuant to Section 8.1.

   8.2.5. All property insurance and liability  insurance  deductibles,  if any,
shall be in amounts satisfactory to the Lender.

   8.3.  Ownership of Policies.  If the Lender,  its designee(s) or any of their
respective  successors  or assigns  acquire by any manner the title or estate of
the Borrower in any of the  Collateral  or the Trust  Property,  then the Lender
shall  become  the sole and  absolute  owner  of all of the  insurance  policies
relating  to such  property,  with the sole  right to  collect  and  retain  any
unearned premiums. The Borrower agrees,  immediately upon demand, to execute and
deliver any  assignments or other  authorizations  or instructions as the Lender
may request to effectuate this assignment.

   8.4. Damage to Collateral. In case of damage or destruction to the Collateral
or the Trust  Property,  the  corresponding  provisions of the  Indenture  shall
govern the respective  rights and obligations of the Borrower and the Lender and
the adjustment and application of insurance  proceeds  payable in respect of the
damaged or destroyed Collateral or Trust Property.

   9. DUE-ON-SALE PROVISIONS; ASSUMPTION.

   9.1. Change in Ownership.  Except in compliance with all of the  requirements
of Section 9.3, the Borrower shall not, whether  voluntarily or involuntarily by
operation  of law or  otherwise,  do any of the  following  (each of which shall
constitute a "Change in  Ownership"):  (i transfer,  sell,  convey or assign any
interest in the Facility or in the Borrower's operations at the Facility, or any
part  of  the   Collateral   (except  in  compliance   with  Section  6.5),  the
Improvements,  or the other Trust Property,  or enter into any contract or other
agreement or commitment  to do so,  including  options to purchase,  installment
sale  contracts,   land  contracts,   real  estate   contracts,   sale-leaseback
arrangements  or mortgage  commitments;  or (ii) amend or  terminate  the Supply
Agreement  or enter  into,  amend or  terminate  any  Leases;  or (iii) merge or
consolidate  with any other  Person  (where the  Borrower is an entity and not a
natural  person),  or become a partner,  member  (except for membership in trade
associations) or participant  with any other Person in any partnership,  limited
liability  company,  joint  venture  or other  business  venture  involving  the
Facility.

   9.2.  Change in  Control.  Where the  Borrower is an entity and not a natural
person,  none of the equity interests in the Borrower nor any substantive rights
(such as voting  rights)  or  economic  incidents  (such as the right to receive
dividends or distributions)  appurtenant to such equity interests shall be sold,
transferred,  pledged or encumbered,  whether  voluntarily or  involuntarily  by
operation of law or otherwise (in each case, a "Change in  Control"),  except in
compliance with all of the requirements of Section 9.3. The death after the date
of this  Agreement  of a natural  Person who is the Borrower or who prior to the
making of this  Agreement  had been  disclosed to the Lender in writing to be an
equity holder in the Borrower,  and the resulting  devolution of the  decedent's
proprietary  or  equity  interest  by  will  or the  laws  of  intestacy  to the
decedent's  spouse or  children,  or to a trust or trusts  for their  respective
benefit,  shall not  constitute  a "Change  in  Control"  for  purposes  of this
Agreement;  provided,  however,  that in all  events:  (i) there  exists and has
occurred no Default or Default Event, (ii) the Facility  continues to be managed
by a Person acceptable to the Lender,  and (iii) any subsequent sale,  transfer,
pledge,  encumbrance  or  other  voluntary  or  involuntary  disposition  by the
decedent's  transferees of the equity interest or of any  substantive  rights or
economic  incidents  appurtenant  to such  equity  interest  shall be  deemed to
constitute a "Change in Control" and shall be subject to the  provisions of this
Section 9.

   9.2.1.  If any  controlling  Person  (other  than a  natural  person)  of the
Borrower as of the date of this  Agreement  undergoes or experiences a change in
control, whether by way of merger or consolidation, sale or other disposition of
assets or equity interests, or otherwise, such change in control shall be deemed
to constitute a "Change in Control" subject to the provisions of Section 9.2. As
used in this Section  9.2.1,  the terms  "control"  and  "controlling"  have the
meanings ascribed to them under the Securities Act of 1933, as amended,  and the
Rules promulgated under such statute, as amended.

   9.3.  Lender's  Consent  Required.  No  Change in  Ownership  or  (except  as
expressly  provided in Section 9.2) Change in Control shall be permitted without
the Lender's prior written approval, as determined by the Lender in its sole and
nonreviewable discretion. The Lender shall not consider any request for approval
unless:  (i) the  Borrower  submits  an  application  on such form and with such
supporting  documentation as may be required by the Lender; (ii) the Borrower is
not in  default  of any of the  Borrower's  obligations  under  the  Note,  this
Agreement or any of the other Loan  Documents;  (iii) the Facility  continues to
meet all of the Lender's underwriting  requirements as then in effect, including
loan-to-value  requirements,  as demonstrated  by an updated  appraisal or other
evidence  satisfactory  to the  Lender;  (iv)  the  proposed  transferee  of the
Facility  (in the  case of a  Change  in  Ownership)  or of an  equity  or other
interest (in the case of a Change in Control)  shall be a Person  meeting all of
the Lender's credit and underwriting  standards and otherwise  acceptable to the
Lender;  (v) if required by the Lender,  the  Borrower  shall  provide  Guaranty
Agreements  with respect to the  Obligations  from the transferee or from one or
more  Affiliates  of the  transferee,  as  applicable,  together with such other
documents  as the Lender or the  Lender's  counsel may  require to document  the
transfer  or to  affirm  the  responsibility  of the  Persons  involved  for the
Obligations;  (vi) the  Borrower  shall pay a transfer  fee equal to one percent
(1%) of the outstanding  Principal Amount as of the effective date of the Change
in  Ownership or Change in Control;  and (vii) the Borrower  shall pay all costs
and  expenses  incurred  by or on behalf of the  Lender in  connection  with the
Change in  Ownership  or Change in  Control,  including  the cost of an  updated
appraisal, under writing reviews,  reasonable attorneys' fees and disbursements,
and document preparation and record ing/filing fees and charges. Unless and then
only to the extent  otherwise  expressly stated in the Lender's written approval
issued at the time,  no Change in Ownership or Change in Control  shall  relieve
the  named  Borrower  or any  existing  Guarantor  from  responsibility  for the
Obligations,  and they shall  continue to remain  liable,  jointly and severally
with the transferee and any new  Guarantors,  for the payment and performance of
the  Obligations  in  accordance  with their terms.  If the Lender  provides its
written  approval of a Change in Ownership or Change in Control,  the transferee
shall  acquire  its  interest  subject to the terms and  conditions  of the Loan
Documents, as if such transferee had itself executed and delivered the same.

   9.4. Borrower's  Acknowledgments.  The Borrower  acknowledges and agrees that
the  creditworthiness  and experience of the Borrower and (where applicable) the
Borrower's  equity  holder(s) in owning,  developing  and operating the Facility
were primary factors in the Lender's  determination  to make the Loan and extend
credit  to the  Borrower  at the  interest  rate  and on  the  other  terms  and
conditions  contained  in the Note and the other Loan  Documents.  The  Borrower
agrees that the due-on-sale  provisions contained in this Agreement are fair and
reasonable  protections  to safeguard the Lender's  investment,  to preserve the
benefit of the Lender's  economic bargain and to guard against the impairment of
the Lender's security and the risk of default.

   10. DEFAULT EVENTS.

   10.1. Specified Events. The "Default Events" below are in addition to and not
in lieu of those  specified in the Note or any other Loan Document.  Each of the
following shall  constitute a "Default Event" under this Agreement and the other
Loan Documents:

   10.1.1.  Failure to Pay Note. The Borrower fails to make any payment required
by the Note in accordance with its terms.

   10.1.2.  Other  Failure to Pay. The Borrower  fails to make any other payment
required  by this  Agreement  or any other Loan  Document  when due or (but only
where such a period is expressly specified) within any applicable notice or cure
period.

   10.1.3. Failure to Comply with Financial Covenants. The Borrower breaches, is
in  default  under or fails to  achieve  or  comply  with any of the  Borrower's
covenants or obligations under Section 5 of this Agreement.

   10.1.4.   Representations  and  Statements.  Any  representation,   warranty,
certificate,  statement  or  information  made or  provided  at any  time by the
Borrower  or any  Guarantor  in or  pursuant  to any  Loan  Document,  including
financial  statements,  shall have been untrue or  incorrect  or shall have been
misleading or incomplete in any material respect when made.

   10.1.5. Financial Information and Inspections.  The Borrower or any Guarantor
shall  fail,  promptly  after  request  by  the  Lender,  to  furnish  financial
information or to permit inspection of any books or records or of the Collateral
or Trust Property as required under any Loan Document.

   10.1.6.  Contested  Obligation.  (i) Any Loan  Document  shall for any reason
cease to be, or is asserted by the Borrower or any Guarantor, as applicable, not
to be, a legal,  valid and binding  obligation  of that Person,  enforceable  in
accordance with its terms;  or (ii) the validity,  perfection or priority of the
Lender's first lien and security  interest on any of the  Collateral  under this
Agreement or any of the Trust  Property  under the Indenture is contested by any
Person; or (iii) any Guarantor  repudiates,  revokes,  contests or disputes,  in
whole or in part, such Guarantor's obligations under any Guaranty Agreement.

   10.1.7. Judgments. A judgment shall be entered against the Borrower in excess
of $20,000 or against  any  Guarantor  in excess of $20,000  and, in either such
case, the judgment is not paid in full and  discharged,  or stayed and bonded to
the  satisfaction  of the Lender,  within thirty (30) days after being  entered,
unless the amount of the judgment is fully  covered by insurance  and an insurer
has, in writing, unconditionally accepted responsibility for payment.

   10.1.8. Insolvency.

   (a) The Borrower or any Guarantor shall: (i voluntarily  begin any proceeding
or file any petition  seeking  relief  under Title 11 of the United  States Code
(the  "Bankruptcy  Code") or any other  federal,  state or  foreign  bankruptcy,
insolvency, receivership, liquidation or similar law; (ii) consent to or fail to
oppose  the  institution  of any  such  proceeding  or the  filing  of any  such
petition; (iii) apply for, or consent to or fail to oppose, the appointment of a
receiver,  trustee, custodian, fiscal agent or similar official for the Borrower
or any Guarantor or for any substantial part of any of their respective property
or assets; (iv) file an answer admitting the material  allegations of a petition
filed against the Borrower or any  Guarantor  for the benefit of creditors;  (v)
make a general  assignment in writing for the benefit of creditors;  (vi) become
unable,  admit in writing an inability or fail generally to pay their respective
debts as they become due; (vii) take advantage of any other law or procedure for
the relief of  debtors;  or (viii)  take any action for the purpose of or with a
view towards effecting any of the foregoing.

   (b) An involuntary  proceeding shall be commenced or an involuntary  petition
shall be filed in a court of  competent  jurisdiction  seeking:  (i)  relief  in
respect of the Borrower or any Guarantor  under the Bankruptcy Code or any other
federal, state or foreign bankruptcy, insolvency,  receivership,  liquidation or
similar law; (ii) appointment of a receiver, trustee, custodian, fiscal agent or
similar  official for the Borrower or any Guarantor or for any substantial  part
of any of their  respective  property  or  assets;  or (iii) the  winding  up or
liquidation  of the  Borrower  or any  Guarantor  which is an  entity  and not a
natural person;  and such proceeding  shall continue  undismissed for sixty (60)
days,  or an order or decree  approving or ordering any of the  foregoing  shall
continue unstayed or in effect for sixty (60) days.

   10.1.9.  Additional  Liens; Loss of Priority.  Any of the Collateral  becomes
subject to a Lien other than the Permitted  Liens, or the Lender does not obtain
or continue to have a perfected first priority  security  interest in any of the
Collateral, subject to the Permitted Liens.

   10.1.10.  Seizure of Property or  Collateral.  Any of the  Collateral  or the
Facility are seized or  foreclosed  upon pursuant to process of law or by way of
legal self-help.

   10.1.11.  Default  under  Supply  Agreement or Material  Agreements;  Loss of
Supply Agreement or License.  There occurs a default beyond any applicable grace
or cure period on the part of the Borrower  under any real property or Equipment
Lease which is  material  to the  operation  of the  Facility,  under the Supply
Agreement or under any other agreement which is material to the operation of the
Facility,   including  without   limitation  any  food  and/or  beverage  supply
agreement;  or the Supply Agreement or any license, permit or other governmental
authorization  necessary  or  material  to  the  operation  of the  Facility  is
terminated, is suspended for more than seven (7) days, or is allowed to lapse or
expire, in each case without being immediately  renewed or without an equivalent
substitute satisfactory to the Lender being immediately applied for and obtained
by the Borrower.

   10.1.12.  Suspension  of Business.  The  Borrower  shuts down or suspends the
transaction of business at the Facility for more than fifteen (15) days total in
any calendar year.

   10.1.13.  Material  Adverse  Change.  There occurs any adverse  change in the
Collateral,  the Trust  Property  or the  operations,  prospects  or  condition,
financial or otherwise,  of the Borrower or any Guarantor,  and such change,  in
the Lender's  sole and  nonreviewable  opinion,  is material or could  otherwise
materially increase the Lender's credit or collection risk under the Note or any
other Obligation owed to the Lender.

   10.1.14.  Environmental Violation. The Borrower fails to take immediate steps
to respond  appropriately (or thereafter to diligently  resolve) to the Lender's
satisfaction  and in compliance with Legal  Requirements  and all  Environmental
Laws, any environmental incident as described in Section 7.2.

   10.1.15.  Prohibited Transfer. There occurs any Change in Ownership or Change
in Control prohibited by Sections 9.1 or 9.2.

   10.1.16.  Failure  to Perform  Generally.  The  Borrower  fails to perform or
comply when required with any other requirement, covenant or condition contained
in this Agreement or any other Loan Document.

   10.1.17. Default Under Other Loan Documents. There occurs any "Default Event"
under the Note, the Indenture, any Guaranty or any other Loan Document.

   10.1.18.  Cross-Default  with  Lender.  There  occurs a  default  beyond  any
applicable  grace or cure period on the part of the  Borrower,  any Guarantor or
any of their  respective  Affiliates  under  any  other  note,  loan  agreement,
security  instrument or financial  arrangement of any kind, whether now existing
or subsequently entered into, with the Lender or any Affiliate of the Lender.

   10.1.19.  Cross-Default  with Other Debt.  The Borrower fails to pay when due
(whether at scheduled  maturity,  upon  acceleration,  demand or  otherwise)  or
within any applicable  grace or cure period any amount in respect of any Debt in
excess of $20,000  (excluding  the Debt  outstanding  under the Note),  or there
occurs any other default in respect of such Debt which  entitles the creditor or
obligee to accelerate the balance due or exercise any other collection remedies.

   10.2.  Cross-Default With Other Documents.  If the Lender or any Affiliate of
the Lender,  on the one hand,  and the  Borrower,  any Guarantor or any of their
respective Affiliates,  on the other hand, are or subsequently become parties to
any other note, loan agreement, security instrument or credit arrangement of any
kind, all such other obligations are automatically amended, without the need for
further  action or  documentation,  to provide  that a Default  Event under this
Agreement  shall be an event of default under the other  obligations,  entitling
the  Lender or other  holder of them to  accelerate  and to  exercise  all other
remedies available upon default.

   11. REMEDIES UPON DEFAULT. Upon the occurrence of a Default Event:

   11.1. In General.

   11.1.1.  All of the  Obligations  shall at the  option of the  Lender  become
immediately due and payable, without further notice or demand.

   11.1.2.  The Lender  shall have and shall be entitled to exercise  all rights
and remedies of a secured party under the UCC and other applicable law.

   11.1.3.  The Lender may, by written notice,  require the Borrower to assemble
and promptly deliver the Collateral wherever the Lender shall designate,  or the
Lender or its agent or designee may enter the Facility or other  premises  where
Collateral  is located  and  remove  the  Collateral  without  liability  to the
Borrower, in each case at the Borrower's expense.

   11.1.4.  The Lender  shall be  entitled,  as of right and without any need to
prove a diminution in the Collateral's  value, to the appointment of a receiver,
with such  powers in respect of the  Collateral  as the  appointing  court shall
confer.

   11.2. Sale of Collateral.  The Lender may sell,  lease or rent out Collateral
at  public  or  private  sale,  at such  prices  or  terms as the  Lender  deems
appropriate,  whether for cash, on credit, or for future delivery, in bulk or in
lots, or may retain any Collateral,  even if then left idle. The Borrower agrees
that ten (10) days' notice of any sale or other  disposition shall be reasonable
notice.  The Lender may adjourn any sale by  announcement  at the scheduled time
and place, without further notice or advertisement,  and the Lender shall not be
obligated to accept any bids at the sale if the Lender  determines not to do so.
The Lender may bid (with credit for the outstanding  amount of the  Obligations)
or become purchaser at any sale, free of the Borrower's right of redemption,  if
any,  which  the  Borrower  expressly  waives.  Sales  may be  conducted  at the
Facility, and the Borrower shall have no claim for rent, storage or otherwise.

   11.2.1.  The  proceeds,  if any,  of sale or  lease  of  Collateral  shall be
applied:  (i) first, to payment of fees and expenses incurred by the Lender as a
result of the Default  Event,  including  reasonable  attorneys'  fees and other
expenses in  repossessing,  selling or leasing  the  Collateral;  (ii) next,  to
payment of the outstanding Obligations,  including interest and all other costs,
fees and charges  allowed by the Loan  Documents;  and (iii) finally,  only then
shall any net surplus be remitted to the Borrower.

   11.3.  Accounts  Receivable.  The Lender may (but shall not be obligated  to)
give notice to account  debtors and bill and  collect  the  Borrower's  accounts
receivable for the Facility in whole or in part,  either directly or through the
Lender's agent or designee, in its own, the Borrower's or any other names.

   11.4.  Collection  Action.  The  Lender  may bring an  appropriate  action to
recover  the  amounts  due in  respect  of the  Obligations.  Doing so shall not
prevent the Lender from subsequently  bringing an action to realize or foreclose
upon the  Collateral  for any Default Event  existing at the time the collection
action was instituted, or for any subsequent Default Event.

   11.5.  Other  Remedies.  The Lender  shall be entitled to exercise  all other
rights and remedies available under this Agreement and the other Loan Documents,
and all other rights and remedies available under applicable law and in equity.

   11.6.  Remedies  Cumulative.  The Lender's  remedies are  cumulative,  and by
reason of  exercising  any  particular  remedy the Lender shall not be prevented
from  later  exercising  any  other  remedy.  To the full  extent  permitted  by
applicable  law,  the Lender  shall have no  obligation  to realize or foreclose
first upon the Collateral or the Trust  Property  under the  Indenture,  but may
proceed directly against the Borrower,  or against both the Borrower and some or
all of the  Collateral or Trust  Property or both, or against  neither,  with or
without  proceeding  at the same time against any  Guarantor,  all as the Lender
decides in the Lender's sole and  nonreviewable  discretion.  Even if the Lender
does not  immediately  require the  Borrower to make payment in full or does not
immediately  exercise the Lender's other rights and remedies upon the occurrence
of a particular  Default  Event,  the Lender shall still have the right to do so
later if the Default Event  continues or if another  Default Event  subsequently
occurs.

   11.7.  Default  Interest.  Following the occurrence of a Default  Event,  the
Obligations  shall bear  interest at the Default Rate and,  notwithstanding  the
entry of any  judgment  relating to the  Obligations,  shall  continue to accrue
interest at the Default Rate until paid and satisfied in full.

   12.  INDEMNIFICATION.  The Borrower  shall  indemnify,  defend (with  counsel
acceptable to the Lender),  protect and hold the Facility,  the Collateral,  the
Lender and the other  Indemnitees  harmless  against  all  liability  (including
liability in tort or contract,  whether  strict or otherwise),  damage  (whether
direct, indirect,  consequential,  punitive,  incidental, special or otherwise),
obligation, loss, penalty, fine, claim, suit or other proceeding,  together with
associated costs and expenses (including reasonable legal and other professional
fees and  disbursements),  that may be  asserted  against  the  Facility  or the
Collateral  or incurred  by or  asserted  against the Lender or any of the other
Indemnitees,  in connection  with or arising out of: (i) breach or default under
any of the Borrower's representations,  warranties, covenants or undertakings in
the Loan Documents;  (ii) any personal injury or property damage occurring on or
about the Facility; (iii) the ownership, use, occupancy, operation or leasing of
the Facility or any Collateral; or (iv) otherwise incidental to or involving the
Facility  or  the  Collateral,  or  the  interest  of the  Lender  or any  other
Indemnitee in them,  whether  before or after a Default  Event.  The  Borrower's
obligation to indemnify  shall survive any  foreclosure or other  disposition of
the Collateral and the termina tion, discharge or cancellation of this Agreement
for any reason,  and is in addition to, and not in derogation or in lieu of, any
other indemnity obliga tions contained in the Indenture or elsewhere in the Loan
Documents.

   13. MISCELLANEOUS SECURITY AGREEMENT PROVISIONS.

   13.1. Security Agreement. This Agreement is intended to constitute a security
agreement in accordance with the UCC, and to create a security interest in favor
of the Lender in all of the Collateral.

   13.2.  Effectiveness.  The security  provisions  of this  Agreement  shall be
effective immediately when signed by the Borrower,  whether or not countersigned
by the Lender.

   13.3. Revival. If any payment received or applied by the Lender on account of
the  Obligations,  including  any  payment  out of  collection  or  Proceeds  of
Collateral,   is  subsequently   invalidated,   declared  to  be  fraudulent  or
preferential,  set aside or  required  to be  refunded  to a trustee,  debtor in
possession,  receiver or other Person under any  bankruptcy or insolvency law or
in any other proceeding, then a corresponding amount of the Obligations shall be
revived and reinstated, as if the payment had never been received by the Lender,
and the Lender's security interest, rights and remedies under this Agreement and
the other Loan Documents shall to such extent continue in full force and effect.

   14. NO JURY TRIAL. The Borrower and the Lender each waive all rights to trial
by jury in any litigation or other proceeding relating to or arising out of this
Agreement or any other Loan Document.  The Borrower further waives,  to the full
extent  permitted by law, any right to an appraisal of the  Collateral or of any
other security for the Obligations. The Borrower acknowledges that these waivers
(i) have been fully  disclosed to and  discussed by the Borrower and the Lender,
(ii) are subject to no exceptions,  and (iii) are made knowingly,  intentionally
and willingly as part of a bargained-for loan transaction.

   15.  ATTORNEYS'  FEES.  Whether  or not a Default  Event has  occurred  or is
continuing,  if:  (i) the  Lender  becomes  a party to any  third-party  suit or
proceeding  involving  the Facility,  the Lien created by this  Agreement or the
Lender's  interest in any of the Collateral;  or (ii) the Lender engages counsel
to collect any of the  Obligations or to enforce the Lender's rights or remedies
or the  performance of this Agreement or any other Loan Document;  then, in each
such case,  the  Borrower  shall pay to the Lender,  upon  demand,  the Lender's
costs,  expenses and reasonable  attorneys' fees incurred in so doing.  All such
amounts shall be deemed to be part of the Obligations secured by this Agreement,
and shall bear  interest at the Default  Rate from the date  incurred  until the
date repaid in full.

   16. ASSIGNMENT BY LENDER.

   16.1.  Lender's Right to Assign.  The Lender  reserves the right, at any time
while  the  Obligations  remain  outstanding,  to  sell,  assign,  syndicate  or
otherwise  transfer or dispose of any or all of the Lender's  interest under the
Loan Documents.  The Lender also reserves the right at any time to pool the Loan
with one or more other loans  originated by the Lender or any other Person,  and
to securitize or offer  interests in such pool on whatever  terms and conditions
the Lender  shall deter mine.  The Borrower  consents to the Lender's  releasing
financial and other  information  regarding  the Borrower,  the Facility and the
Loan in  connection  with  any  such  sale,  pooling,  securitization  or  other
offering.

   16.2.  Assignee's  Rights.  The Lender's assignee shall, to the extent of the
assignment,  be vested with all the rights and remedies of the Lender under this
Agreement  (including those granted with respect to the Collateral),  and to the
extent of such  assignment  the assignee may fully  enforce the secured  party's
rights and remedies, and all references to the Lender shall mean and include the
assignee.  The Lender  shall  retain all rights and  remedies not so assigned or
transferred.

   17. MISCELLANEOUS.

   17.1.  Final  Agreement.  This  Agreement,   together  with  the  other  Loan
Documents, represents the final agreement and understanding between the Borrower
and the Lender and may not be  contradicted  or  amended by  evidence  of prior,
contemporaneous  or  subsequent  oral  agreements  between the  Borrower and the
Lender.  The  Borrower  represents,  warrants  and  acknowledges  that  no  oral
agreements exist between the Borrower and the Lender.

   17.2. Amendments.  None of the provisions of this Agreement or any other Loan
Document  may be  waived,  modified  or  amended  except by a  specific  written
instrument signed in each instance by an authorized officer of the Lender.

   17.3. Notices.  Any notice pursuant to this Agreement shall be in writing and
shall be mailed by certified mail, return receipt requested,  or sent by Federal
Express or other  nationwide  overnight  courier  service  capable of  providing
delivery  confirmation,  or delivered  by hand.  The notice shall be deemed duly
given when so mailed, sent or hand-delivered.  Notices shall be addressed to the
Borrower  and to the  Lender  at their  respective  addresses  set  forth at the
beginning of this  Agreement,  or to any other  address which either of them may
designate in a notice to the other that meets the  requirements  of this Section
17.3.

   17.4. Interest Limits.

   17.4.1. Notwithstanding anything to the contrary contained in this Agreement,
the Note or any of the other  Loan  Documents,  in no event  shall the amount or
rate of interest (including interest at the Default Rate and, to the extent that
they  may  be  deemed,   notwithstanding  their  characterization  in  the  Loan
Documents,  to constitute interest, any prepayment fees, late payment processing
fees and other fees or charges) payable,  charged or received in connection with
this  Agreement  or the Loan ever  exceed the  maximum  rate or amount,  if any,
specified by applicable law.

   17.4.2.  If at the time any payment becomes due,  enforcing this Agreement or
any other Loan Document as written is prohibited by or would result in violation
of any  applicable  law limiting the rate or amount of interest or other charges
which  the  Lender  may  collect,  then  the  interest  or other  charges  shall
automatically be reduced to the maximum amount then permitted by applicable law.
If the Lender ever  collects  from the Borrower  interest or other  charges that
would exceed the highest applicable lawful amount,  then the excess amount shall
immediately be deemed  credited for the Borrower's  account and will be returned
to the  Borrower,  either  by being  applied  to  reduce  the  then  outstanding
principal balance of the Note or by way of direct refund to the Borrower, as the
Lender shall elect.

   17.5.  Binding Effect.  This Agreement is binding upon the Borrower and shall
inure to the benefit of the Lender and the Lender's  successors  in interest and
assigns,  and may be enforced  against the Borrower by any of them. The Borrower
shall not  assign the Loan or  delegate  any of its  obligations  under the Loan
Documents  except as expressly  permitted by and subject to compliance  with the
conditions set forth in this Agreement.

   17.6. Interpretation; Construction.

   17.6.1.  No  provision  of  this  Agreement  shall  be  construed  against  a
particular  Person or in favor of another  Person merely because of which Person
(or its representative) drafted or supplied the wording for such provision.

   17.6.2.  References to "Sections" shall be deemed to refer to the sections or
subsections, as appropriate,  of this Agreement.  References to "Schedules" mean
the Schedules attached to and made a part of this Agreement.

   17.6.3.  Where  the  context  requires:  (i) use  of the  singular  or plural
incorporates  the other,  and  (ii) pronouns  and  modifiers  in the  masculine,
feminine  or neuter  gender  shall be deemed  to refer to or  include  the other
genders.

   17.6.4.  As used in this Agreement,  the terms  "include[s]"  and "including"
mean  "including  but not  limited  to";  that is, in each case the  example  or
enumeration  which  follows  the use of  either  term is  illustrative,  but not
exclusive or exhaustive.

   17.6.5.  Section headings  appearing in this Agreement are inserted solely as
reference  aids for the ease and  convenience  of the reader;  they shall not be
deemed to modify,  limit or define the scope or substance of the provisions they
introduce,  nor shall  they be used in  construing  the intent or effect of such
provisions.

   17.7. Further Assurances.  The Borrower shall, promptly and at the Borrower's
sole cost and expense,  sign,  acknowledge  and deliver such other documents and
instruments,  and take such other  actions,  as the Lender may from time to time
request in order to evidence,  confirm or perfect this Agreement or any security
interest granted to the Lender under this Agreement,  to confirm the outstanding
balance of the Note,  or to  otherwise  carry out the purpose and intent of this
Agreement and the other Loan Documents.

   17.8.  Survival.  All representations,  warranties,  agreements and covenants
contained  in this  Agreement  shall  survive the  signing and  delivery of this
Agreement,  and  all  of  the  waivers  made  and  indemnification   obligations
undertaken  by  the  Borrower  shall  survive  the  termination,   discharge  or
cancellation for any reason of this Agreement.

   17.9.  Severability.  If any  provision of this  Agreement  is held  invalid,
illegal or  unenforceable  by a court of competent  jurisdiction,  the provision
shall only be  enforced to the extent,  if any,  reasonable  under the facts and
circumstances,  and otherwise shall be deemed deleted from this  Agreement.  The
remaining  provisions shall not be affected,  and shall remain in full force and
effect.

   17.10.  Time of the  Essence.  Time is of the  essence  with  respect  to the
Borrower's performance of its obligations under this Agreement.

   17.11.  Governing  Law. This Agreement  shall be governed by and  interpreted
according to  Connecticut  law,  but without  giving  effect to any  Connecticut
choice of law  provisions  which  might  otherwise  make the laws of a different
jurisdiction govern or apply; except that the laws of the State shall govern but
only  to the  extent  of  mandatory  provisions  applicable  to the  filing  and
perfection of security interests,  notice,  foreclosure  procedures and the like
with respect to the Collateral or the Trust Property.

   17.12.  Joint and  Several  Liability.  If Borrower  comprises  more than one
person or entity,  all such persons and entities  shall be jointly and severally
liable for the performance of Borrower's obligations hereunder.

   18. DEFINITIONS.

   18.1. Capitalized Terms. As used in this Agreement, the following terms mean:

   "Adjusted Debt": All Debt of the Borrower, measured as of the last day of the
relevant period, with the sole exception of contingent reimbursement obligations
and contingent Guarantees, but in each case only while they remain contingent.

   "Affiliate": With respect to any particular Person, any other Person directly
or  indirectly  controlling,  controlled  by or under  common  control with such
Person.

   "Cash Flow": Net Income of the Borrower for any period, plus (but only to the
extent  previously  deducted  in  determining  such  net  income)  depreciation,
amortization, taxes, Lease Obligations and non-cash charges for the same period,
all  determined  in  accordance  with GAAP or such other  accounting  principles
generally and customarily used in the industry and reasonably  acceptable to the
Lender. Cash Flow as so determined shall be adjusted by the Lender in accordance
with the Lender's policy to reflect standardized operating and overhead expenses
(including  normalized rent and occupancy costs if the Facility is leased by the
Borrower from an Affiliate,  and deduction of owner  compensation  at a standard
rate if the Borrower has operations at one or more additional  locations besides
the  Facility),  and to exclude the impact  (positive  or  negative)  of certain
extraordinary  and nonrecurring  income and expenses not generally  reflected in
prior period results and not  reasonably  anticipated to be received or incurred
in any subsequent periods.

   "Change in Control": As defined in Section 9.2.

   "Change in Ownership": As defined in Section 9.1.

   "Collateral": As defined in Section 2.1.

   "Commitment":  The commitment letter issued by the Lender to the Borrower and
accepted by the Borrower.

   "Debt": All of the following, but without duplication:  (i) indebtedness of a
Person for borrowed money;  (ii) any obligation  incurred for all or part of the
purchase price of property or services,  other than accounts payable and accrued
expenses included  entirely within current  liabilities in accordance with GAAP;
(iii)  indebtedness  or obligations  evidenced by bonds,  debentures,  notes, or
similar written instruments; (iv) reimbursement obligations of a Person (whether
contingent or otherwise) in respect of letters of credit,  bankers' acceptances,
surety or other bonds and similar  instruments;  (v) any obligation secured by a
Lien on the  property  of a  Person;  (vi)  Lease  Obligations;  and  (vii)  all
Guarantees by a Person of the payment or  performance  obligations  of any other
Person,  including  obligations  of the kind  referred to in clauses (i) through
(vi).  The term "Debt"  shall not include any  unsecured,  self-amortizing  debt
advanced  to the  Borrower  by the  motor  fuel  supplier  named  in the  Supply
Agreement,  where  repayment  shall be made solely by way of a surcharge,  which
shall not exceed a specified  number of cents per gallon approved by the Lender,
on the price per gallon  charged by the supplier for motor fuel  supplied to the
Borrower, and not out of the Borrower's other assets.

   "Default":  Any event or condition which, with notice or the lapse of time or
both, would become a Default Event.

   "Default Event": Any of the events,  conditions or circumstances described in
Section 10 of this Agreement.

   "Default Rate": As defined in the Note.

   "Disclosure  Schedule":  The  Disclosure  Schedule  completed by the Borrower
concurrently with the making of the Loan and attached to this Agreement.

   "Distribution":  Any payment, transfer or other distribution of any kind to a
Person with an equity interest, legal or beneficial, in the Borrower (whether as
a shareholder,  partner,  member or otherwise),  to any Guarantor,  or to any of
their  respective  Affiliates,  whether or not  characterized  as a dividend  or
distribution,  and  whether  made to them in their  capacities  as  shareholder,
partner,  member or otherwise,  or  characterized as repayment of loans or other
Debt or as interest, or as return of capital, return on equity or investment, or
as  salary,  bonus or other  compensation;  except  only  for such  payments  or
distributions  as may be consented to in writing in advance by the Lender in its
sole discretion, or as are expressly permitted by this Agreement.

   "Environmental  Laws":  All Legal  Requirements  governing the use,  storage,
shipment, handling, disposal, discharge, release, cleanup, reporting, labelling,
warning, workplace disclosure or monitoring of Hazardous Materials, or otherwise
relating to environmental pollution or environmental  protection,  including, as
may be applicable to environmental  matters, the common law respecting nuisance,
trespass, tortious liability and strict liability.

   "Equipment":  All goods defined as such in the UCC,  including all equipment,
machinery, appliances,  furniture, furnishings and fixtures which are now or may
at any time in the  future  be  installed  in,  attached  to or  located  at the
Facility,  or used or held  for use in  connection  with  the  operation  of the
Facility, such as pumps, dispensing equipment, car wash equipment, vacuum units,
store fixtures, cash registers,  point-of-sale devices,  diagnostic,  monitoring
and repair equipment,  tools, racks, coolers,  display cases, cooking apparatus,
and food service equipment,  whether or not constituting  "fixtures" under State
law;  together  with  all  alterations,  replacements,  controls  and  operating
accessories.

   "Facility": The service station or other facility,  including the real estate
and Improvements, as more fully described in the Indenture.

   "FCCR":  Fixed Charge Coverage Ratio, which is the ratio of Cash Flow for any
period to scheduled or required payments of Adjusted Debt for the same period.

   "Financial  Statements":  The  Borrower's  financial  statements,   including
balance sheets,  statements of operations and statements of cash flows, together
with the accompanying notes, as delivered to the Lender.

   "GAAP":  Generally accepted accounting  principles as in effect in the United
States of America, applied on a consistent basis.

   "Guarantor":  Every Person signing and  delivering a Guaranty,  together with
any other Person besides the Borrower who is or may subsequently  become liable,
directly  or  indirectly,  in  respect  of  any  of the  Obligations  as  maker,
guarantor, surety, accommodation party, coindorser or in any similar capacity.

   "Guaranty":  The Guaranty,  if any,  dated today's date,  made by one or more
Affiliates of the Borrower or other  Persons (and if more than one,  jointly and
severally) to the Lender, together with any subsequent guaranty,  endorsement or
other  undertaking by which any Person  guarantees or assumes  responsibility in
any capacity for the payment or performance of any of the Obligations.

   "Guarantee":  Any  guarantee or other  contingent  liability  (other than the
endorsement  of  third-party  checks for  collection  or deposit in the ordinary
course of business,  and indemnity  obligations  not  guaranteeing  or otherwise
insuring  payment or  performance  of any Debt or other  financial  obligation),
direct or  indirect,  made or  assumed by a Person  with  respect to any Debt or
other obligation of another Person.

   "Hazardous  Materials":  All substances,  in whatever form or  concentration,
which are  classified  as  hazardous,  toxic or  dangerous or as  pollutants  or
contaminants under any Environmental  Law.  "Hazardous  Materials"  specifically
include gasoline,  oil and other petroleum  products,  their fractions and their
constituent  and  residual  compounds  and  by-products,  and  radon,  asbestos,
ureaformaldehyde  and  PCB's.  Where  under  applicable   Environmental  Laws  a
jurisdiction   exercises  the  authority  to  establish  stricter   requirements
regarding Hazardous Materials or to define Hazardous Materials more inclusively,
the  stricter  requirements  and more  inclusive  definitions  shall  apply with
respect to the  Facility  to the extent  located  within  such  jurisdiction  or
otherwise subject to its authority.

   "Improvements":  All structures and appurtenances installed or constructed at
the Facility,  including  buildings,  canopies,  garages,  booths,  fuel storage
facilities,  paving,  fencing,  lighting,  landscaping  and  other  real  estate
improvements.

   "Indemnitees": The Lender and each other holder of the Note or the other Loan
Documents or of any  interest in them,  together  with each of their  respective
officers,  directors,  stockholders,  members,  partners,  trustees,  employees,
representatives, agents and Affiliates, including every other Person controlling
the Lender or the Lender's Affiliates,  and each of their respective  successors
and assigns.

   "Indenture":  The "First  Leasehold  Deed of Trust,  Security  Agreement  and
Fixture  Filing,"  dated  today's  date,  granted by  Borrower in respect of the
Facility for the benefit of the Lender.

   "Inventory":  All goods  defined  as such in the UCC,  including  bulk  fuel,
supplies, spare parts and store inventories.

   "Lease":  As to any Person, a lease or other agreement  according such Person
the right to use real or personal property as lessee,  whether  classified as an
operating lease or as a capital lease under GAAP.

   "Lease  Obligation":  The obligation of a Person to pay rent or other amounts
under a Lease.

   "Legal Requirements":  All present and future: (i) laws,  ordinances,  rules,
statutes, regulations, requirements, rulings, orders and decrees of the federal,
state, county,  municipal and local governments and their respective constituent
administrative  departments,   public  and  semi-public  agencies,  commissions,
boards, bureaus, offices and judicial and other authorities;  (ii) orders, rules
and  regulations  of any national or local board of fire  underwriters  or other
public or private body  exercising  similar  functions;  and (iii)  requirements
under policies of comprehensive general liability,  property and other insurance
in force with respect to any part of the Facility; in each case whether foreseen
or  unforeseen,  ordinary  or  extraordinary,   and  whether  or  not  they  may
necessitate structural changes or improvements or may interfere with the use and
enjoyment of any of the Facility by the Borrower or by anyone else.

   "Lien":  Any  security  interest,  mortgage,  pledge,  lien,  claim,  charge,
encumbrance,  conditional  sale or title  retention  or  reservation  agreement,
including the lessor's title or reversionary interest under a Lease or analogous
instrument.

   "Loan": As defined in the preamble of this Agreement.

   "Loan Documents":  The Commitment,  this Agreement,  the Note, the Indenture,
the  Guaranty and all other  security  instruments,  assignments,  certificates,
certifications  and agreements of any kind relating to the Loan,  whether signed
or delivered concurrently with or subsequent to this Agreement.

   "Minimum FCCR":  The Minimum FCCR as specified in the box at the beginning of
this Agreement.

   "Note": As defined in the preamble of this Agreement.

   "Obligations":  All  indebtedness,  liability and  obligation  for payment or
performance,  whether accrued or contingent, whether direct or indirect, whether
arising from tort, contract, or otherwise,  and whether incurred in the capacity
of  maker,  co-endorser  or  obligor  or as  surety,  guarantor  or in any other
capacity, of the Borrower,  each Guarantor or any of their respective Affiliates
to the Lender or to any of the Lender's  Affiliates  under:  (i) the Note,  (ii)
this  Agreement,  (iii) the  Indenture,  (iv) the  Guaranty,  (v) any other Loan
Document,   or  (vi)  any  other  present  or  future   agreement,   commitment,
undertaking,  instrument  or  obligation  of the  Borrower  to the Lender or any
Affiliate of the Lender, including future advances (whether or not pursuant to a
written commitment),  with respect to the Facility;  in each case whether due or
to become due or whether now existing or subsequently  incurred or arising,  and
as may be amended, recast, renewed,  replaced or extended from time to time. The
term "Obligations"  specifically includes but is in no way limited to principal,
accrued  interest and late payment  processing fees under the Note, all advances
made by or on behalf of the Lender under any Loan  Document,  and all collection
and other costs and  expenses  incurred by or on behalf of the Lender.  The term
"Obligations"  also  includes all  indebtedness,  liability and  obligation  for
payment  or  performance,  whether  accrued  or  contingent,  whether  direct or
indirect, and whether incurred in the capacity of maker, co- endorser or obligor
or as  surety,  guarantor  or in  any  other  capacity,  of the  Borrower,  each
Guarantor or any of their  respective  Affiliates to the Lender or to any of the
Lender's   Affiliates  under  any  present  or  future  agreement,   commitment,
undertaking,  instrument  or  obligation  related  to the loans  made  under the
Secured  Promissory  Note (or Notes,  as the case may be) of even date  herewith
executed by Borrower to the order of Lender.

   "Permitted  Debt":  Only: (i) the Debt represented by the Note; (ii) the Debt
previously disclosed to and approved by the Lender in writing in connection with
the Borrower's  application  for financing  from the Lender;  and (iii) purchase
money  financing  or Lease  financing  (with the  vendor  reserving  a  security
interest or lessor  interest,  as the case may be, limited just to the Equipment
financed) for specific  items of Equipment for the Facility,  but subject always
to the  Lender's  prior  approval in the case of  Equipment  purchases or Leases
which,  individually  or in  the  aggregate,  entail  a  commitment  or  involve
Equipment  with a retail value in excess of $10,000 (and provided  further that,
whether or not the Lender's  prior approval is otherwise  required,  in no event
shall the Borrower incur purchase money  financing or Lease  Obligations  unless
afterwards,  and  after  giving  effect  to the  payments  required  under  such
financing  arrangements,  the  Borrower  will  continue to maintain the required
FCCR, measured on a trailing and a forecasted 12-month basis).

   "Permitted  Liens":  Only: (i) Liens created  pursuant to the Loan Documents;
(ii) other existing Liens as previously  disclosed to and approved by the Lender
in  writing  covering  only  specific  items of  Collateral  and Trust  Property
securing  Permitted  Debt;  (iii)  Liens on  specific  items  of  after-acquired
Equipment securing  Permitted Debt subsequently  incurred in compliance with the
requirements   of  this  Agreement;   (iv)  Liens  for  taxes,   assessments  or
governmental  charges  not yet due and  payable;  and  (v)  statutory  liens  of
carriers, warehousemen, mechanics and other Liens imposed by law in the ordinary
course of business for sums not yet delinquent.

   "Person":  Any  natural  person and any  corporation,  partnership  (general,
limited or otherwise),  limited liability  company,  trust,  association,  joint
venture,  governmental body or agency or other entity having legal status of any
kind.

   "PMPA":  The Petroleum  Marketing  Practices  Act, 15 U.S.C.  Section 2801 et
seq.,  and any  accompanying  regulations,  each as may be amended  from time to
time.

   "Proceeds":  As  defined  in the  UCC,  and  including  (whether  or not they
constitute   "proceeds"  under  the  UCC)  proceeds  of  any  insurance  policy,
indemnity,  warranty or guaranty  payable in respect of any Collateral,  and all
amounts  realized from the sale,  exchange,  collection or other  disposition of
Collateral.

   "State": The State where the Facility is located.

   "Supply  Agreement":  The  supply  agreement  between  the  Borrower  and the
Borrower's motor fuel supplier, as provided to the Lender prior to the making of
the Loan.

   "Trust Property":  The "Trust Property" or the "Mortgaged  Property",  as the
case may be, in either case as defined in the Indenture.

   "UCC":  The Uniform  Commercial Code as enacted and in force in the State, as
may be amended from time to time.

   18.2.  Accounting and UCC Terms.  Accounting terms not  specifically  defined
shall have the meanings  customarily  given them in accordance with GAAP.  Terms
defined in the UCC shall,  unless otherwise noted, have the respective  meanings
specified in the UCC.

   19. CROSS  DEFAULT AND CROSS  COLLATERALIZATION.  Under the terms of the Loan
Documents,  the Loan and all other loans from Lender to  Borrower  which  closed
concurrently    herewith   (the   "Other   Loans")   are   cross-defaulted   and
cross-collateralized  and the Loan and all other loans to Borrower, now existing
or made in the  future,  are  cross-defaulted.  All loans to  Borrower by Lender
other  than the Loan are  referred  to herein  as the  "Other  Loans".  Borrower
acknowledges  and agrees  that Lender may be selling the Loan and some or all of
the  Other  Loans to one or more  different  parties.  If the Loan and the Other
Loans are not sold to the same party, the Loan will automatically,  without need
for future documentation,  cease to be cross-defaulted and  cross-collateralized
with any of the Other  Loans not sold to the third  party  which  purchased  the
Loan.  The Loan and any Other Loan  which are sold to the same third  party will
remain  cross-collateralized  (if  it is  originally  cross-collateralized)  and
cross-defaulted.

            *     *     *


FFP Operating Partners, L.P., a Delaware limited partnership

   By: FFP Operating LLC
       a Delaware limited liability company,
       its sole general  partner

   By:___________________________________
      Robert  J.  Byrnes,
      President


Franchise Mortgage Acceptance Company, a Delaware corporation

By:

Name:____________________________________
Title:___________________________________