Exhibit 10.6

                            FFP MARKETING COMPANY, INC.
                               STOCK OPTION PLAN


                           Scope and Purpose of Plan

   The  purpose of the FFP  Marketing  Company,  Inc.  Stock  Option  Plan is to
provide  an  incentive  for  employees  of  FFP  Marketing  Company,  Inc.  (the
"Company")  and its Affiliates  (defined  below) to remain in the service of the
Company  or its  Affiliates,  to extend  to them the  opportunity  to  acquire a
proprietary  interest in the Company so that they will apply their best  efforts
for the  benefit  of the  Company,  and to aid the  Company  in  attracting  and
retaining personnel.


PARAGRAPH 1.  Definitions.

   1.1. "Act" shall mean the Securities  Exchange Act of 1934, as amended or any
similar or superseding statute or statutes.

   1.2. "Affiliates" shall mean (a) any corporation,  other than the Company, in
an  unbroken  chain  of  corporations  ending  with the  Company  if each of the
corporations,  other than the Company, owns stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the
other  corporations  in such  chain,  and (b) any  corporation,  other  than the
Company,  in an unbroken chain of  corporations  beginning with the Company,  if
each of the corporations, other than the last corporation in the unbroken chain,
owns stock  possessing  fifty percent (50%) or more of the total combined voting
power of all  classes of stock in one of the other  corporations  in such chain;
provided,  however,  with respect to the grants of  Nonstatutory  Options  only,
Affiliates shall also include (i) any limited liability company,  partnership or
other entity,  other than the Company,  in an unbroken chain of entities  ending
with the Company if each of the entities, other than the Company, controls fifty
percent (50%) or more of the total combined voting power or equity  interests in
one of the other entities in such chain, and (ii) any limited liability company,
partnership  or other entity,  other than the Company,  in an unbroken  chain of
entities  beginning  with the Company,  if each of the entities,  other than the
last entity in the unbroken  chain,  controls fifty percent (50%) or more of the
total combined voting power or equity  interests in one of the other entities in
such chain.

   1.3.  "Agreement" shall mean the written agreement between the Company and an
Optionee evidencing the Option granted by the Company.

   1.4. "Board of Directors" or "Director(s)"  shall mean the board of directors
of the Company.

  1.5.  "Code" shall mean the Internal  Revenue Code of 1986,  as amended.

   1.6.  "Committee" shall mean the committee  appointed pursuant to Paragraph 3
of the Plan by the Board of Directors to administer this Plan, or in the absence
of any such appointment, the Board of Directors.

   1.7. "Company" shall mean FFP Marketing Company, Inc., a Texas corporation.

   1.8.  "Disability" shall mean a total and permanent  disability as defined in
the  Company's  long term  disability  plan,  or if the Company has no long term
disability plan in effect at the time of the Optionee's  disability,  shall have
the  meaning  provided  in section  22(e)(3)  of the Code.  Notwithstanding  the
preceding  sentence,  for any  Incentive  Option,  "Disability"  shall  have the
meaning provided in section 22(e)(3) of the Code.

   1.9. "Eligible Individuals" shall mean the employees,  officers and directors
of the Company or of any of its Affiliates.  For purposes of this Plan, the term
"employee"  means an individual  employed by the Company or its Affiliates whose
income from those  entities is subject to Federal  Insurance  Contributions  Act
("FICA") withholding.

   1.10. "Exercise Price" shall mean the price per share of Stock as established
pursuant to Paragraph 6.2 of the Plan.

   1.11. "Fair Market Value" shall mean:

   (a) If shares of Stock of the same class are listed or  admitted  to unlisted
trading privileges on any national or regional  securities  exchange at the date
of  determining  the Fair Market  Value,  the last  reported  sale price on such
exchange on the last business day prior to the date in question; or

   (b) If shares of Stock of the same class  shall not be listed or  admitted to
unlisted trading privileges as provided in Subparagraph 1.11(a) and sales prices
for such shares in the  over-the-counter  market shall be reported by the Nasdaq
stock market  ("NASDAQ")  National  Market System at the date of determining the
Fair Market Value, the last reported sale price so reported on the last business
day prior to the date in question; or

   (c) If shares of Stock of the same class  shall not be listed or  admitted to
unlisted trading privileges as provided in Subparagraph 1.11(a) and sales prices
for such shares shall not be reported by the NASDAQ  National  Market  System as
provided  in  Subparagraph 1.11(b),  and bid and asked  prices  therefor  in the
over-the-counter  market shall be reported by NASDAQ (or, if not so reported, by
the National  Quotations  Bureau  Incorporated or the OTC Bulletin Board) at the
date of  determining  the Fair Market Value,  the average of the closing bid and
asked prices on the last business day prior to the date in question; and

   (d) If shares of Stock of the same class  shall not be listed or  admitted to
unlisted trading privileges as provided in Subparagraph 1.11(a) and sales prices
or bid and asked  prices for such shares shall not be reported by NASDAQ (or the
National Quotations Bureau  Incorporated) as provided in Subparagraph 1.11(b) or
Subparagraph 1.11(c) at the date of determining the Fair Market Value, the value
determined in good faith by the Board of Directors.

   1.12.  "For Cause" shall mean either (a) an  Optionee's  material  failure or
refusal to perform  his duties if  Optionee  has failed to cure such  failure or
refusal to perform within thirty (30) days after the Company  notifies  Optionee
in writing of such  failure or refusal to perform,  or (b) that the  Optionee is
involuntarily terminated from employment based upon his commission of any of the
following:

   (i) an intentional act of fraud, embezzlement or theft in connection with his
duties or in the course of his employment with the Company;

   (ii)  intentional  wrongful  damage to  property  of the Company or any other
willful gross  misconduct that causes  material  economic harm to the Company or
that brings substantial discredit to the Company's reputation;

   (iii)  intentional  wrongful  disclosure  of trade  secrets  or  confidential
information of the Company;

   (iv) willful  violation of any law,  rule or  regulation  (other than traffic
violations or similar offenses) or final cease and desist order, including,  but
not limited to, a final,  nonappealable conviction of an Optionee for commission
of a felony involving moral turpitude; or

   (v)  intentional  breach  of  fiduciary  duty owed to the  Company  involving
personal profit.

   For the purpose of this Agreement,  no act, or failure to act, on the part of
the Optionee shall be deemed  "intentional" unless the Board of Directors finds,
in its sole  discretion,  that the act or failure to act was done, or omitted to
be done, by the Optionee in other than good faith and without  reasonable belief
that his  action  or  omission  was in the best  interest  of the  Company.  Any
determination  that an Optionee has been  terminated  For Cause shall be made by
the Board of Directors in its sole and absolute discretion.

   1.13.  "Incentive  Options"  shall mean stock  options  that are  intended to
satisfy the requirements of section 422 of the Code.

   1.14. "Nonstatutory Options" shall mean stock options that do not satisfy the
requirements of section 422 of the Code.

   1.15. "Optionee" shall mean an Eligible Individual to whom an Option has been
granted.

   1.16. "Options" shall mean either Incentive Options or Nonstatutory  Options,
or both.

   1.17. "Plan" shall mean the FFP Marketing Company, Inc. Stock Option Plan.

   1.18. "Retirement" shall mean "Retirement" as defined by any other pension or
retirement  plan or policy of the  Company,  and if such term is not so  defined
therein,  shall mean an Optionee's termination of employment with the Company on
or after attainment of age 65.

   1.19.  "Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar or superseding statute or statutes.

   1.20.  "Stock" shall mean the Company's  authorized  common stock,  $0.01 par
value, together with any other securities that may be received upon the exercise
of Options granted under the Plan.

   PARAGRAPH 2. Stock and Maximum Number of Shares Subject to the Plan.

   2.1.  Description of Stock and Maximum Shares Allocated.  The Stock which may
be issued upon the  exercise of an Option may be either  unissued or  reacquired
shares  of  Stock,  as the  Board of  Directors  may,  in its sole and  absolute
discretion, from time to time determine.

   Subject to the adjustments provided in Paragraph 6.6, the aggregate number of
shares of Stock to be issued  pursuant to the  exercise  of all Options  granted
under the Plan may equal but shall not exceed 1,000,000 shares of Stock.

   2.2.  Restoration of Unpurchased  Shares. If an Option granted under the Plan
expires or  terminates  for any reason during the term of this Plan and prior to
the  exercise  of the Option in full,  the shares of Stock  subject  to, but not
issued under, such Option shall again be available for Options granted under the
Plan after such shares become available again.

   PARAGRAPH 3. Administration of the Plan.

   3.1. Committee. If so determined by the Board of Directors, the Plan shall be
administered by the Committee.  The Committee shall consist of not less than two
(2)  individuals.  In the event a  Committee  is not  appointed  by the Board of
Directors, then the Board of Directors shall be the Committee. In the event that
the  Stock is  registered  under  section  12 of the  Act,  all  members  of the
Committee shall be "outside  directors." "Outside directors" shall mean a member
of the Board of  Directors  who  qualifies  as an "outside  director"  under the
regulations  promulgated  under  section 162 of the Code and as a  "non-employee
director" under Rule 16b-3 promulgated under the Act.

   3.2. Duration,  Removal, Etc. The members of the Committee shall serve at the
pleasure of the Board of Directors,  which shall have the power, at any time and
from time to time, to remove members from the Committee or to add members to the
Committee. Vacancies on the Committee, however caused, shall be filled by action
of the Board of Directors.

   3.3. Meetings and Actions of Committee.  The Committee shall elect one of its
members as its  Chairman and shall hold its meetings at such times and places as
it may determine.  All decisions and  determinations  of the Committee  shall be
made by the  majority  vote  or  decision  of all of its  members  present  at a
meeting;  provided,  however,  that any  decision  or  determination  reduced to
writing  and  signed by all of the  members of the  Committee  shall be as fully
effective  as if it had  been  made at a  meeting  duly  called  and  held.  The
Committee may make any rules and regulations for the conduct of its business, as
it may deem  advisable,  that are not  inconsistent  with the provisions of this
Plan and with the bylaws of the Company.

   3.4. Committee's Powers.  Subject to the express provisions of this Plan, the
Committee shall have the authority, in its sole and absolute discretion,  (a) to
adopt, amend, and rescind  administrative and interpretive rules and regulations
relating  to  the  Plan;  (b) to  determine  the  terms  and  provisions  of the
respective  Agreements  (which  need  not be  identical),  including  provisions
defining or  otherwise  relating to (i) subject to Paragraph 6, the term and the
period or periods and extent of exercisability  of the Options,  (ii) the extent
to which the  transferability of shares of Stock issued upon exercise of Options
is  restricted,   (iii)  the  effect  of  termination  of  employment  upon  the
exercisability of the Options, and (iv) the effect of approved leaves of absence
(consistent with any applicable  regulations of the Internal  Revenue  Service);
(c) to  accelerate  the  time of  exercisability  of any  Option  that  has been
granted;  (d) to construe the terms of any  Agreement  and the Plan;  and (e) to
make all other  determinations and perform all other acts necessary or advisable
for  administering  the Plan,  including the delegation of such ministerial acts
and  responsibilities  as the  Committee  deems  appropriate.  The Committee may
correct any defect or supply any omission or reconcile any  inconsistency in the
Plan or in any Agreement in the manner and to the extent it shall deem expedient
to carry it into  effect,  and it  shall  be the  sole and  final  judge of such
expediency.  The Committee shall have full discretion to make all determinations
on the matters referred to in this Paragraph and such
determinations shall be final, binding and conclusive.

   PARAGRAPH 4. Eligibility and Participation.

   4.1.  Eligible  Individuals.  Options  may be granted  under the Plan only to
persons who are Eligible  Individuals at the time of grant.  Notwithstanding any
provision contained in the Plan to the contrary,  a person shall not be eligible
to receive  an  Incentive  Option  hereunder  if he, at the time such  Option is
granted,  would own (within  the  meaning of  sections  422 and 424 of the Code)
Stock  possessing more than ten percent (10%) of the total combined voting power
or value of all  classes of Stock of the Company or of an  Affiliate,  unless at
the time such Incentive  Option is granted the Exercise Price per share of Stock
is at least one  hundred ten  percent  (110%) of the Fair  Market  Value of each
share of Stock to which the Incentive Option relates and the Incentive Option is
not  exercisable  after the  expiration  of five (5)  years  from the date it is
granted (the "Maximum Term").

   4.2. No Right to Option. The adoption of the Plan shall not be deemed to give
any person a right to be granted an Option.

   PARAGRAPH 5. Grant of Options and Certain Terms of the Agreements.

   5.1. Award Criteria. Subject to the express provisions of this Paragraph, the
Committee  shall, in its sole discretion,  determine which Eligible  Individuals
shall be granted Options under the Plan from time to time. In making grants, the
Committee shall take into  consideration the level of responsibility  within the
organization and the contribution the potential Optionee has made or may make to
the success of the Company or its  Affiliates and such other  considerations  as
the Board of Directors may from time to time specify.  The Committee  shall also
determine  the  number  of  shares  subject  to each of such  Options  and shall
authorize  and  cause the  Company  to grant  Options  in  accordance  with such
determinations.

   5.2. Grant. The date on which the Committee completes all action constituting
an offer of an Option  to an  individual,  including  the  specification  of the
Exercise  Price and the number of shares of Stock to be  subject to the  Option,
shall be the date on which the Option  covered by an Agreement is granted,  even
though  certain terms of the Agreement  may not be at such time  determined  and
even though the Agreement may not be executed  until a later time.  For purposes
of the  preceding  sentence,  an offer shall be deemed made if the Committee has
completed all such action except communication of the grant of the Option to the
potential Optionee. In no event,  however,  shall an Optionee gain any rights in
addition to those  specified by the  Committee in its grant,  regardless  of the
time that may pass  between the grant of the Option and the actual  execution of
the Agreement by the Company and the Optionee.

   Each  Option  granted  under the Plan  shall be  evidenced  by an  Agreement,
executed  by the  Company  and the  Eligible  Individual  to whom the  Option is
granted,  incorporating  such terms as the  Committee  shall deem  necessary  or
desirable.  More than one Option may be granted to the same Eligible  Individual
and be outstanding concurrently.  In the event an Eligible Individual is granted
both one or more Incentive  Options and one or more Nonstatutory  Options,  such
grants shall be evidenced by separate Agreements,  one for each of the Incentive
Option grants and one for each of the Nonstatutory Option grants.

   5.3.  Transferability  Restrictions.  Each Agreement may contain or otherwise
provide for  conditions  giving  rise to the  forfeiture  of the Stock  acquired
pursuant to an Option  granted under the Plan and for such  restrictions  on the
transferability  of shares of the Stock  acquired  pursuant  to an Option as the
Committee, in its sole and absolute discretion,  shall deem proper or advisable.
Such conditions  giving rise to forfeiture may include,  but need not be limited
to, the requirement that the Optionee render substantial services to the Company
or  its  Affiliates  for a  specified  period  of  time.  Such  restrictions  on
transferability  may include,  but need not be limited to, options and rights of
first refusal in favor of the Company and shareholders of the Company other than
an Optionee who is a party to the  particular  Agreement or a subsequent  person
who is bound by such Agreement.

   PARAGRAPH 6. Terms and Conditions of Options.

   All Options  granted  under the Plan shall comply with, be deemed to include,
and shall be subject to the following terms and conditions:

   6.1.  Number of Shares.  Each  Agreement  shall state the number of shares of
Stock to which it relates.

   6.2.  Exercise Price. Each Agreement shall state the Exercise Price per share
of the Stock.  Except as provided in Paragraph 4.1, the Exercise Price per share
of the Stock subject to any  Incentive  Option under this Plan shall not be less
than the  greater of (a) the par value per share of the Stock or (b) one hundred
percent  (100%) of the Fair  Market  Value per share of the Stock on the date of
the grant of the  Incentive  Option.  The Exercise  Price per share of the Stock
subject to a  Nonstatutory  Option shall be determined by the Committee upon the
granting of the Nonstatutory Option.

   6.3. Medium and Time of Payment,  Method of Exercise,  and Withholding Taxes.
The  Exercise  Price of an Option  shall be  payable  upon the  exercise  of the
Option:

   (a) in cash or cash equivalent; or

   (b) with Shares of Stock owned by the Optionee; or

   (c) with the consent of the Committee, with a multiple series of exchanges of
shares of Stock owned by the Optionee; or

   (d) with the consent of the Committee, by a combination of cash and shares of
Stock owned by the Optionee; or

   (e) with the consent of the Committee, with the proceeds of an employer loan;
or

   (f) with the  consent of the  Committee,  by  delivery  to the  Company of an
exercise  notice that  requests  the Company to issue to the  Optionee  the full
number of shares of Stock as to which the Option is then  exercisable,  less the
number of Shares that have an aggregate Fair Market Value,  as determined by the
Committee in its sole discretion at the time of exercise, equal to the aggregate
purchase  price of the shares of Stock to which  such  exercise  relates.  (This
method of exercise  allows the  Optionee to use a portion of the shares of Stock
issuable at the time of exercise as payment for the shares of Stock to which the
Option relates and is often referred to as "cashless  exercise." For example, if
the Optionee  elects to exercise  1,000 shares of Stock at an exercise  price of
$.25 and the current  Fair Market  Value of the Stock on the date of exercise is
$1.00,  the Optionee can use 250 of the 1,000 shares of Stock at $1.00 per share
of Stock to pay for the exercise of the entire  Option (250  multiplied by $1.00
equals $250.00) and receive only the remaining 750 shares of Stock.)

   Exercise of an Option shall not be  effective  until the Company has received
written notice of exercise.  Such notice must specify the number of whole shares
to be purchased and be accompanied by payment in full of the aggregate  Exercise
Price of the  number of  shares  purchased  in cash (as set  forth  above) or by
delivery  of shares of Stock in  negotiable  form with a value at least equal to
the  Exercise  Price,  which  shares of Stock shall be valued  based on the Fair
Market  Value of the  Stock  (or a  combination  of cash and  Stock);  provided,
however,  that nothing in this sentence shall preclude the payment for the Stock
as  provided  in  Subparagraph  6.3(f) and payment  through  so-called  cashless
exercise  shall be  considered  as payment in full to the extent  allowed by the
Committee.  The Company  shall not in any case be required  to sell,  issue,  or
deliver a fractional share of Stock with respect to any Option.

   The  Committee  may,  in its  discretion,  require an  Optionee to pay to the
Company  at the time of  exercise  of an Option (or  portion  of an Option)  the
amount that the Company  deems  necessary to satisfy its  obligation to withhold
Federal,  state or local  income  or  other  taxes  incurred  by  reason  of the
exercise.  If the exercise of an Option does not give rise to an  obligation  to
withhold Federal income or other taxes on the date of exercise, the Company may,
in its discretion,  require an Optionee to place shares of Stock purchased under
the Option in escrow for the benefit of the  Company  until such time as Federal
income or other tax  withholding  is no longer  required  with  respect  to such
shares or until such  withholding  is required on amounts  included in the gross
income  of  the  Optionee  as a  result  of the  exercise  of an  Option  or the
disposition of shares of Stock acquired pursuant to the exercise.  At such later
time,  the  Company,  in its  discretion,  may require an Optionee to pay to the
Company the amount that the Company deems necessary to satisfy its obligation to
withhold Federal, state or local income or other taxes incurred by reason of the
exercise of the Option or the  disposition  of shares of Stock.  Upon receipt of
such payment by the Company,  such shares of Stock shall be released from escrow
to the Optionee.

   6.4. Term, Time of Exercise and  Transferability  of Options.  In addition to
such other terms and  conditions  as may be included in a  particular  Agreement
granting an Option, an Option shall be exercisable during an Optionee's lifetime
only by the Optionee or by the Optionee's guardian or legal representative.  The
Committee shall in each Agreement prescribe a vesting schedule that governs when
the Option becomes fully vested and exercisable.

   An  Option  shall  not be  transferrable  other  than by will or the  laws of
descent and distribution.

   Notwithstanding anything in this Paragraph to the contrary, all Options shall
become exercisable  immediately upon an Optionee's termination of employment due
to death,  Disability or Retirement or upon the  occurrence of any of the Change
in Control Events listed in Paragraph 6.6.

   The provisions of the remainder of this  Paragraph  shall apply to the extent
an Optionee's  Agreement does not expressly  provide  otherwise.  If an Optionee
ceases to be an Eligible Individual, the Option shall terminate ninety (90) days
after such Optionee ceases to be an Eligible Individual;  provided,  however, if
an Optionee's employment (or tenure as an officer or director of the Company) is
terminated For Cause,  the Option shall terminate  immediately and any unexpired
Options shall be forfeited. Notwithstanding the foregoing, if an Optionee ceases
to be an Eligible  Individual by reason of death or Disability,  the Optionee or
the  Optionee's  designated  beneficiary  shall have the right for  twelve  (12)
months after the date of death or Disability to exercise an Option to the extent
such Option is  otherwise  exercisable  on such date.  At the end of such twelve
(12) month or ninety (90) day period, as applicable,  the Option shall terminate
and cease to be  exercisable.  Each Optionee shall have the right to designate a
beneficiary  on  the  form  provided  by the  Committee.  If no  beneficiary  is
designated,   Optionee's   estate  shall  have  the  rights  of  a  beneficiary.
Notwithstanding any other provision of this Plan, no Option shall be exercisable
after the  expiration  of ten (10) years from the date it is granted,  or in the
case of an Incentive  Option,  the Maximum Term  specified in Paragraph  4.1, if
applicable.  Except as provided  above,  the portion of the Option  which is not
exercisable on the date the Optionee ceases to be an Eligible  Individual  shall
terminate and be forfeited to the Company on the date of such cessation.

   Except as provided above, the Committee shall have the authority to prescribe
in any Agreement that the Option  evidenced by the Agreement may be exercised in
full or in part as to any number of shares  subject to the Option at any time or
from time to time during the term of the Option, or in such installments at such
times during said term as the Committee may prescribe.  Except as provided above
and unless  otherwise  provided in any Agreement,  an Option may be exercised at
any time or from time to time during the term of the Option.  Such  exercise may
be as to  any or  all  whole  (but  no  fractional)  shares  which  have  become
purchasable under the Option.

   Within a reasonable  time (or such time as may be permitted by law) after the
Company receives written notice that the Optionee has elected to exercise all or
a portion of an Option,  such notice to be accompanied by payment in full of the
aggregate Option Exercise Price of the number of shares of Stock purchased,  the
Company shall issue and deliver a certificate  representing  the shares acquired
in consequence  of the exercise and any other amounts  payable in consequence of
such exercise. In the event that an Optionee exercises both an Incentive Option,
or portion of one,  and a  Nonstatutory  Option,  or a portion of one,  separate
Stock  certificates  shall be issued, one for the Stock subject to the Incentive
Option and one for the Stock subject to the Nonstatutory  Option.  The number of
the shares of Stock  issuable  due to an exercise  of an Option  under this Plan
shall not be increased due to the passage of time,  except as may be provided in
an Agreement;  provided,  however, that the number of such shares of Stock which
are  issuable may increase  due to the  occurrence  of certain  events which are
fully described in Paragraph 6.6.

   Nothing in the Plan or in any Option granted under the Plan shall require the
Company to issue any shares upon exercise of any Option if such issuance  would,
in the reasonable judgment of the Committee based upon the advice of counsel for
the  Company,  constitute  a  violation  of the  Securities  Act,  or any  other
applicable statute or regulation, as then in effect. At the time of any exercise
of an Option, the Company may, as a condition  precedent to the exercise of such
Option,  require  from the  Optionee  (or in the event of his  death,  his legal
representatives, heirs, legatees, or distributees) such written representations,
if any, concerning his intentions with regard to the retention or disposition of
the shares being acquired by exercise of such Option and such written  covenants
and  agreements,  if any, as to the manner of disposal of such shares as, in the
opinion  of  counsel  to the  Company,  may be  necessary  to  ensure  that  any
disposition  by  such  Optionee  (or  in  the  event  of his  death,  his  legal
representatives, heirs, legatees, or distributees), will not involve a violation
of the  Securities  Act or any other  applicable  state or  federal  statute  or
regulation,  as then in effect.  Certificates for shares of Stock,  when issued,
may have the following or similar  legend,  or  statements  of other  applicable
restrictions, endorsed on them, and may not be immediately transferable:

   These shares have not been  registered  under the  Securities Act of 1933, as
amended,  or any applicable state securities laws, in reliance upon an exemption
from  registration.  These  shares  may not be sold,  transferred,  assigned  or
otherwise  disposed  of  unless,  in the  opinion of the  Company  and its legal
counsel, such sale, transfer, assignment or disposition will not be in violation
of the Securities Act of 1933, as amended,  applicable  rules and regulations of
the Securities and Exchange  Commission,  and any  applicable  state  securities
laws.

   6.5.   Limitation  on  Aggregate  Value  of  Shares  That  May  Become  First
Exercisable  During Any Calendar  Year Under an Incentive  Option.  Except as is
otherwise  provided in  Paragraph  6.6,  with  respect to any  Incentive  Option
granted  under  this Plan,  the sum of (a) and (b) may not (with  respect to any
Optionee)  exceed  $100,000,  with such Fair Market Value to be determined as of
the date the Incentive  Option or such other  incentive stock option is granted,
where:

   (a) is the  aggregate  Fair Market  Value of shares of Stock  subject to such
Incentive  Option that first become  purchasable  in a calendar  year under such
Incentive Option; and

   (b) is the  aggregate  Fair  Market  Value of shares of Stock or stock of any
Affiliate (or a predecessor of the Company or an Affiliate) subject to any other
incentive  stock  option  (within the meaning of section 422 of the Code) of the
Company or its Affiliates (or a predecessor corporation of any such corporation)
that first become purchasable in a calendar year under such Incentive Option.

   For  purposes  of  this  Paragraph,  "predecessor  corporation"  means  (i) a
corporation that was a party to a transaction described in section 424(a) of the
Code (or which would be so described if a substitution or assumption  under such
section had been effected) with the Company,  (ii) a corporation  which,  at the
time the new  incentive  stock option  (within the meaning of section 422 of the
Code) is granted, is an Affiliate of the Company or a predecessor corporation of
any  such  corporations,   or  (iii)  a  predecessor  corporation  of  any  such
corporations.

   6.6. Adjustments Upon Changes in Capitalization, Merger, Etc. Notwithstanding
any other  provision in the Plan to the contrary,  in the event of any change in
the number of outstanding shares of Stock:

   (a) effected  without receipt of  consideration by the Company by reason of a
stock  dividend,  split,  combination,  exchange  of  shares,  merger,  or other
recapitalization, in which the Company is the surviving corporation; or

   (b) by reason of a spin-off of a part of the Company into a separate  entity,
or assumptions  and  conversions of outstanding  grants due to an acquisition by
the Company of a separate entity,

   (1) the aggregate number and class of the reserved shares, (2) the number and
class of shares subject to each outstanding Option and (3) the Exercise Price of
each  outstanding  Option  shall be  automatically  adjusted to  accurately  and
equitably reflect the effect of such change; provided,  however, that any or all
such adjustments shall not occur with respect to an Incentive Option, unless:

   (i) the excess of the  aggregate  Fair Market Value of the shares  subject to
the Incentive  Option  immediately  after any such adjustment over the aggregate
Exercise  Price of such shares is not more than the excess of the aggregate Fair
Market Value of all shares subject to the Incentive  Option  immediately  before
such adjustment over the aggregate  Exercise Price of all such shares subject to
the Incentive Option; and

   (ii)  the new or  adjusted  Incentive  Option  does  not  give  the  Optionee
additional  benefits  which such  Optionee did not have under the old  Incentive
Option  (collectively  these  Subparagraphs  (i) and (ii) are the "Code  Section
424(a) Restrictions").

   In the event of a dispute concerning such adjustment,  the Committee has full
discretion to determine the resolution of the dispute.  Such determination shall
be final, binding and conclusive. The number of reserved shares or the number of
shares subject to any outstanding  Option shall be automatically  reduced to the
extent necessary to eliminate any fractional shares.

   The following  provisions of this Paragraph  shall apply unless an Optionee's
Agreement provides otherwise. In the event of:

   (a) a dissolution or liquidation of the Company; or

   (b)  a  merger  or   consolidation   (other   than  a  merger   effecting   a
re-incorporation  of the  Company  in  another  state or any  other  merger or a
consolidation in which the  shareholders of the surviving  corporation and their
proportionate  interests  therein  immediately after the merger or consolidation
are  substantially  identical  to the  shareholders  of the  Company  and  their
proportionate   interests   therein   immediately   prior  to  the   merger   or
consolidation)  in  which  the  Company  is not the  surviving  corporation  (or
survives only as a subsidiary of another  corporation  in a transaction in which
the shareholders of the parent of the Company and their proportionate  interests
therein immediately after the transaction are not substantially identical to the
shareholders  of  the  Company  and  their   proportionate   interests   therein
immediately  prior to the  transaction;  provided,  however,  that the  Board of
Directors  may at any time  prior to such a merger or  consolidation  provide by
resolution that the foregoing  provisions of this parenthetical  shall not apply
if a majority of the Board of  Directors  of such parent  immediately  after the
transaction  consists of individuals  who constituted a majority of the Board of
Directors immediately prior to the transaction); or

   (c) a  transaction  in which any  person  (other  than a  shareholder  of the
Company  on the date of the  Optionee's  Agreement)  becomes  the owner of fifty
percent (50%) or more of the total combined voting power of all classes of stock
of the Company (provided,  however,  that the Board of Directors may at any time
prior to such transaction provide by resolution that this Subparagraph shall not
apply if such acquiring  person is a corporation  and a majority of the Board of
Directors  of  the  acquiring  corporation  immediately  after  the  transaction
consists of  individuals  who  constituted  a majority of the Board of Directors
immediately  prior to the  acquisition of such fifty percent (50%) or more total
combined voting power),  (collectively the directly preceding Subparagraphs (a),
(b) and (c) are "Change in Control  Events")  all  Options  shall  become  fully
exercisable and the Board of Directors shall, in its sole discretion,  as of the
effective  date of such  transaction,  if (and only if) such Options have not at
that time expired or been terminated,  either: (1) change the number and kind of
shares of Stock  (including  substitution of shares of another  corporation) and
exercise price in the manner it deems appropriate; provided, however, that in no
event may any change be made under this  Paragraph to an Incentive  Option which
would either constitute a "modification" within the meaning of section 424(h)(3)
of the Code or a  violation  of the Code  Section  424(a)  Restrictions;  or (2)
purchase  the Options  from each  Optionee by  tendering  cash equal to the Fair
Market Value of the Stock  represented by the Options less the exercise price of
the Option specified in each Agreement,  without regard to the  determination as
to the periods and installments of exercisability made pursuant to an Optionee's
Agreement.

   6.7.  Rights  as  a  Shareholder.  An  Optionee  shall  have  no  right  as a
shareholder  with  respect to any shares of Stock  covered by his Option until a
certificate  representing  such shares is issued to him. No adjustment  shall be
made  for  dividends  (ordinary  or  extraordinary,  whether  in cash  or  other
property) or distributions or other rights for which the record date is prior to
the date such certificate is issued, except as provided in Paragraph 6.6.


   6.8. Modification, Extension and Renewal of Options. Subject to the terms and
conditions  of, and within the  limitations  of,  the Plan,  the  Committee  may
modify, extend or renew outstanding Options granted under the Plan or accept the
surrender of Options  outstanding  under the Plan (to the extent not  previously
exercised)  and authorize the granting of substitute  Options (to the extent not
previously  exercised).  Except as provided in Paragraph 6.6, no modification of
an Option  granted  under the Plan shall,  without the consent of the  Optionee,
alter or impair any rights or obligations  under any Option  previously  granted
under the Plan to such Optionee under the Plan, except as may be necessary, with
respect to Incentive Options,  to satisfy the requirements of section 422 of the
Code.

   6.9.  Furnish  Information.  Each  Optionee  shall furnish to the Company all
information  requested by the Company to enable it to comply with any  reporting
or other requirement imposed upon the Company by or under any applicable statute
or regulation.

   6.10. Obligation to Exercise:  Termination of Employment.  The granting of an
Option under the Plan shall impose no  obligation  upon the Optionee to exercise
it or any part of it. In the event of an  Optionee's  termination  of employment
with the Company or an Affiliate,  the unexercised  portion of an Option granted
under the Plan shall terminate in accordance with Paragraph 6.4.

   6.11. Agreement  Provisions.  The Agreements  authorized under the Plan shall
contain such  provisions in addition to those  required by the Plan  (including,
without  limitation,  restrictions  or the  removal  of  restrictions  upon  the
exercise of the Option and the retention or transfer of shares thereby acquired)
as the Committee shall deem advisable.

   Each Agreement shall identify the Option it evidences as an Incentive  Option
or a Nonstatutory  Option, as the case may be, and no Agreement shall cover both
an Incentive  Option and a Nonstatutory  Option.  Each Agreement  relating to an
Incentive  Option  granted  under this Plan shall contain such  limitations  and
restrictions  upon the exercise of the  Incentive  Option to which it relates as
shall be necessary for the Incentive  Option to which such Agreement  relates to
constitute an incentive stock option, as defined in section 422 of the Code.

   PARAGRAPH 7. Remedies and Specific Performance.

   7.1.  Remedies.  The Company  shall be  entitled to recover  from an Optionee
reasonable  attorneys'  fees incurred in connection  with the enforcement of the
terms and  provisions  of the Plan and any  Agreement,  whether  by an action to
enforce  specific  performance,  or an  action  for  damages  for its  breach or
otherwise.

   7.2. Specific Performance. The Company shall be entitled to enforce the terms
and provisions of this Paragraph,  including the remedy of specific performance,
in Tarrant County, Texas.

   PARAGRAPH 8. Duration of Plan.

   No Options  may be granted  under the Plan more than ten (10) years after the
earlier of the date the Plan is adopted or the date the Plan is  approved by the
shareholders of the Company.

   PARAGRAPH 9. Amendment and Termination of Plan.

   The Board of Directors  may at any time  terminate or from time to time amend
or suspend the Plan;  provided,  however,  that no such amendment shall, without
approval of the shareholders of the Company,  except as provided in Paragraph 6,
(a) increase the aggregate  number of shares of Stock as to which Options may be
granted under the Plan; (b) increase the maximum period during which Options may
be exercised;  or (c) extend the effective  period of the Plan. No Option may be
granted during any suspension of the Plan or after the Plan has been terminated,
and no  amendment,  suspension  or  termination  shall,  without  an  Optionee's
consent,  alter or impair, other than as provided in the Plan and the Optionee's
Agreement,  any of the rights or obligations under any Option previously granted
to such Optionee under the Plan.

   PARAGRAPH 10. General.

   10.1.  Application  of Funds.  The proceeds  received by the Company from the
sale of shares pursuant to Options may be used for general corporate purposes.

   10.2.  Right of the Company and Affiliates to Terminate  Employment.  Nothing
contained in the Plan, or in any  Agreement,  shall confer upon any Optionee the
right to continue in the employ of the Company or any Affiliate, or interfere in
any way  with the  rights  of the  Company  or any  Affiliate  to  terminate  an
Optionee's employment at any time.

   10.3.  Liability of the Company.  Neither the Company, any of its Affiliates,
its  directors,  officers or employees nor any member of the Committee  shall be
liable for any act, omission,  or determination taken or made in good faith with
respect to the Plan or any Option  granted under it, and members of the Board of
Directors  and  the  Committee   shall  be  entitled  to   indemnification   and
reimbursement by the Company in respect of any claim,  loss,  damage, or expense
(including  attorneys'  fees,  the costs of  settling  any suit  (provided  such
settlement is approved by independent legal counsel selected by the Company) and
amounts paid in satisfaction of a judgment, except a judgment based on a finding
of bad faith) arising from such claim,  loss, etc. to the full extent  permitted
by law and under any  directors'  and officers'  liability or similar  insurance
coverage  that may from time to time be in  effect.  In  addition,  neither  the
Company,  its  directors,  officers  or  employees,  nor  any of  the  Company's
Affiliates  shall be liable to any Optionee or other person if it is  determined
for any reason by the Internal Revenue Service or any court having  jurisdiction
that any  incentive  stock  options  granted  hereunder  do not  qualify for tax
treatment as incentive stock options under section 422 of the Code.

   10.4. Information Confidential.  As partial consideration for the granting of
each Option  under the Plan,  the  Agreement  may, in the  Committee's  sole and
absolute discretion, provide that the Optionee shall agree with the Company that
he will keep  confidential all information and knowledge that he has relating to
the manner and amount of his participation in the Plan; provided,  however, that
such  information  may be  disclosed  as  required  by law and may be  given  in
confidence  to the  Optionee's  spouse,  tax  and  financial  advisors,  or to a
financial institution to the extent that such information is necessary to secure
a loan.  In the event any breach of this promise  comes to the  attention of the
Committee,  it shall take into consideration such breach, in determining whether
to  recommend  the  grant of any  future  Option to such  Optionee,  as a factor
militating  against the  advisability of granting any such future Option to such
individual.

   10.5.  Other  Benefits.  Participation  in the Plan  shall not  preclude  the
Optionee from  eligibility  in any other stock option plan of the Company or any
Affiliate  or  any  old  age  benefit,   insurance,   pension,  profit  sharing,
retirement,  bonus, or other extra  compensation  plans which the Company or any
Affiliate  has  adopted,  or may,  at any  time,  adopt for the  benefit  of its
employees.

   10.6. Execution of Receipts and Releases. Any payment of cash or any issuance
or transfer of shares of Stock to the Optionee,  or to his legal representative,
heir,  legatee,  or distributee,  in accordance with the provisions of the Plan,
shall,  to the extent  thereof,  be in full  satisfaction  of all claims of such
persons  under  the  Plan.  The  Committee  may  require  any  Optionee,   legal
representative,  heir, legatee, or distributee, as a condition precedent to such
payment,  to execute a release and  receipt for such  payment in such form as it
shall determine.

   10.7.  No  Guarantee  of  Interests.  Neither the  Committee  nor the Company
guarantees the Stock from loss or depreciation.

   10.8.  Payment of  Expenses.  All  expenses  incident to the  administration,
termination, or protection of the Plan, including, but not limited to, legal and
accounting  fees,  shall be paid by the  Company  or its  Affiliates;  provided,
however,  the Company or an  Affiliate  may recover any and all  damages,  fees,
expenses  and  costs  arising  out of any  actions  taken by the  Company  or an
Affiliate to enforce its rights under the Plan.

   10.9. Company Records. Records of the Company or its Affiliates regarding the
Optionee's  period of  employment,  termination of employment and the reason for
such termination, leaves of absence,  re-employment,  and other matters shall be
conclusive for all purposes under the Plan,  unless  determined by the Committee
to be incorrect.

   10.10. Information.  The Company and its Affiliates shall, upon request or as
may be  specifically  required under the Plan,  furnish or cause to be furnished
all of the  information  or  documentation  that is necessary or required by the
Committee to perform its duties and functions under the Plan.

   10.11.  Company Action.  Any action  required of the Company  relating to the
Plan shall be by resolution of its Board of Directors or by a person  authorized
to act by resolution of the Board of Directors.

   10.12.  Severability.  If any provision of this Plan is held to be illegal or
invalid  for any  reason,  the  illegality  or  invalidity  shall not affect the
remaining  provisions of the Plan, but such provision shall be fully  severable,
and the Plan  shall be  construed  and  enforced  as if the  illegal  or invalid
provision had never been included in the Plan.

   10.13.  Notices.  Whenever any notice is required or permitted under the Plan
or any  Agreement,  such  notice must be in writing  and  personally  delivered,
telecopied (if confirmed), or sent by mail or by a nationally recognized courier
service. Any notice required or permitted to be delivered under this Plan or any
Agreement  shall be deemed to be delivered on the date on which it is personally
delivered,  or,  if  mailed,  whether  actually  received  or not,  on the third
business  day after it is  deposited  in the United  States  mail,  certified or
registered, postage prepaid, addressed to the person who is to receive it at the
address which such person has previously  specified by written notice  delivered
in accordance with this Paragraph or, if by courier, at the close of business on
the  next  business  day  after  it is  sent,  addressed  as  described  in this
Paragraph.  The Company or an Optionee may change,  at any time and from time to
time, by written notice to the other,  the address which it or he had previously
specified for receiving notices.  Until changed in accordance with the Plan, the
Company and each  Optionee  shall  specify as its and his address for  receiving
notices the address set forth in the Agreement pertaining to the shares to which
such notice relates.

   10.14.  Waiver of Notice.  Any person  entitled to notice  under the Plan may
waive such notice.

   10.15.  Successors.  The Plan shall be binding upon the  Optionee,  his legal
representatives,  heirs, legatees, distributees, and transferees (if applicable)
and upon the Company, its successors,  and assigns, and upon the Committee,  and
its successors.

   10.16.  Headings.  The titles and  headings of  Paragraphs  are  included for
convenience  of reference only and are not to be considered in  construction  of
the Plan's provisions.

   10.17. Governing Law. All questions arising with respect to the provisions of
the Plan shall be  determined by  application  of the laws of the State of Texas
except to the extent Texas law is preempted  by Federal law.  Questions  arising
with respect to the  provisions of an Agreement that are matters of contract law
shall be governed by the laws of the state specified in the Agreement, except to
the  extent  preempted  by  Federal  law and  except to the  extent  that  Texas
corporate  law  conflicts  with the contract  law of such state,  in which event
Texas  corporate  law shall  govern.  The  obligation of the Company to sell and
deliver Stock under the Plan is subject to  applicable  laws and to the approval
of any  governmental  authority  required in connection with the  authorization,
issuance, sale, or delivery of such Stock.

   10.18.  Word Usage.  Words used in the masculine  shall apply to the feminine
where  applicable,  and wherever the context of this Plan  dictates,  the plural
shall be read as the singular and the singular as the plural.

   PARAGRAPH 11. Approval of Shareholders.

   The Plan shall take effect on August 6,  1999, the date it was adopted by the
Board of Directors.

   If this  Plan is not  approved  by the  holders  of a  majority  of the votes
entitled  to be voted at a meeting of holders  of  outstanding  shares of equity
securities  of the  Company  no later  than  one year  from the date the Plan is
adopted,  this Plan and the  Options  granted  under the Plan  shall be null and
void.

   IN WITNESS WHEREOF,  FFP Marketing  Company,  Inc., acting by and through its
duly authorized officer, has executed this Plan on August 6, 1999.


                                FFP Marketing Company, Inc.,
                                a Texas corporation



                                By: /s/Craig T. Scott
                                    Craig T. Scott, Vice President